/raid1/www/Hosts/bankrupt/TCR_Public/121127.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, November 27, 2012, Vol. 16, No. 330
Headlines
A123 SYSTEMS: To Seek Final Approval on $50MM Bankruptcy Loan
ACACIA AUTOMOTIVE: Files Form 10-Q for 3rd Quarter of 2010
ACACIA AUTOMOTIVE: Settles Two Litigations in Ohio
ACTIVECARE INC: Acquires Green Wire LLC Business Assets
ADINO ENERGY: Incurs $197,000 Net Loss in Third Quarter
AE BIOFUELS: Reports $20.6 Million Net Income in Third Quarter
ALLIED SYSTEMS: Yucaipa Loses Bid for Greater Control of Debt
AMERICAN AIRLINES: Noteholders Sue Over Early-Payment Fee
AMERICAN DEFENSE: Incurs $76,600 Net Loss in Third Quarter
AMPAL-AMERICAN: U.S. Trustee Objects to Brown Rudnick's Terms
AMPAL-AMERICAN: IDB Seeks Foreclosure, Receiver in Tel Aviv
AMERICAN PATRIOT: Incurs $82,500 Net Loss in Third Quarter
AS SEEN ON TV: Issues 61 Units for $3 Million
ASARCO LLC: Texas Judge Upholds $12MM Asbestos Deal Challenge
BALQON CORP: Incurs $4.19 Million Net Loss in Third Quarter
BEALL CORP: Gets Clearance to Auction Assets Next Month
BERJAC OF OREGON: Trustee Sues Holcombs for Unjust Enrichment
BIG SANDY: Mile High Owner Battles Investors Over $21MM Tax Refund
BILLMYPARENTS INC: William Hernandez Appointed President
BIOFUELS POWER: Has $920,000 Loss in 9 Months Ended Sept. 30
BLUEGREEN CORP: BFC Financial Discloses 53.6% Equity Stake
BRUNO'S SUPERMARKETS: Millbrook Commons Entitled to 3 Months' Rent
CAESARS ENTERTAINMENT: Inks Employment Pact with Donald Colvin
CAREY LIMOUSINE: Fights Committee's Bid to Move Ch. 11 Case
CENTRAL EUROPEAN: Amends Q2 Financials to Correct Write-Offs
CENTRAL EUROPEAN: Reports $35.7 Million Net Income in 3rd Quarter
CENTRAL ILLINOIS ENERGY: Froehling Cleared in Malpractice Case
CHILE MINING: Incurs $797,000 Net Loss in Sept. 30 Quarter
CHINA EXECUTIVE: Incurs $746,000 Net Loss in Third Quarter
CHINA GREEN: Reports $986,000 Net Income in Third Quarter
CHINA TEL GROUP: Incurs $4 Million Net Loss in Third Quarter
CICERO INC: Incurs $971,000 Net Loss in Third Quarter
CIRCLE STAR: Provides Operational Update in Northwest Kansas
CIRCUS AND ELDORADO: First Amended Chapter 11 Plan Effective
CLEAR CHANNEL: Bank Debt Trades at 20% Off in Secondary Market
CLEAR CHANNEL: Closes Offering of $2.7 Billion Senior Notes
CLEAR CHANNEL: CEO Swaps Stock Options for Restricted Stock
COMMONWEALTH BIOTECHNOLOGIES: Posts $640K Third Quarter Profit
COMMUNICATION INTELLIGENCE: Closes $1.1 Million in Financing
COMSTOCK MINING: Completes $8.1 Million Public Offering
COUDERT BROTHERS: Dechert Slams Suit Over Paris Office Deal
CYCLONE POWER: Incurs $741,000 Net Loss in Third Quarter
DAVID CAVAN: Real Estate Ventures Face Investor Suits, Bankruptcy
DELTATHREE INC: D4 Holdings Discloses 76.2% Equity Stake
DEWEY & LEBOEUF: US Trustee to File Papers on Disbandment
DEX MEDIA EAST: Bank Debt Trades at 36% Off in Secondary Market
DIGITAL DOMAIN: Unlawful Penalty Doubled Debt, Investors Say
DIGITAL DOMAIN: Lucasfilm Ltd Moves to Protect Patent Deal
DOLPHIN DIGITAL: Authorized Common Shares Hiked to 200MM Shares
EAST COAST DIVERSIFIED: Incurs $1.03-Mil. Net Loss in 3rd Quarter
ECO BUILDING: Incurs $2.94-Mil. Net Loss in Sept. 30 Quarter
EDIETS.COM INC: Incurs $1.28 Million Net Loss in Third Quarter
EGPI FIRECREEK: Incurs $2.32 Million Net Loss in Third Quarter
ELPIDA MEMORY: IP Deals Held to US Standard, Judge Rules
ENERGY EDGE: Incurs $15,700 Net Loss in Third Quarter
ENERGY EDGE: Shareholders OK 250 Million Authorized Shares
EXTERRA ENERGY: Court Confirms Plan of Liquidation
FAIRFIELD SENTRY: Investor Wants Caribbean Bankruptcy Ended
FIBERTOWER CORP: To Cut Service to Its Major Wireless Carriers
FILENE'S BASEMENT: Guaranty Binds DSW to Lease, Vornado Unit Says
FIRST PLACE: Treasury Objects to Wilbur Ross' $45-Mil. Bid
FIRST SECURITY: Incurs $8.88-Mil. Net Loss in Third Quarter
FREDERICK'S OF HOLLYWOOD: Amends 28.4MM Common Shares Prospectus
FUEL DOCTOR: Incurs $101,000 Net Loss in Third Quarter
FUELSTREAM INC: Incurs $5.92 Million Net Loss in Third Quarter
GATEHOUSE MEDIA: Bank Debt Trades at 65% Off in Secondary Market
GLOBAL ARENA: Incurs $367,600 Net Loss in Third Quarter
GORDIAN MEDICAL: Wants Control of Restructuring Until March 2013
GREAT BASIN: Has Intercreditor Settlement Agreement
GREENSHIFT CORP: Reports $40,000 Net Loss in Third Quarter
GREENWICH SENTRY: Trustee Seeks $70 Million in New Clawback Suits
HAWKER BEECHCRAFT: Committee Files Joinder to Wrongful Deal Suit
HELLER EHRMAN: Judge Denies $100M Malpractice Claim Over IP Mishap
HOTEL PRINCE CHARLES: Case Dismissal or Liquidation Sought
IBIO INC: Receives Non-Compliance Notice From NYSE MKT
INTEGRATED BIOPHARMA: Incurs $972,000 Net Loss in Sept. 30 Qtr.
IPARTY CORP: Receives NYSE MKT Non-Compliance Notice
ISTAR FINANCIAL: Issues $500 Million of Senior Notes
KIMBALL HILL: Court Trims Trust's Clawback Suit Against C. Goshy
LAS VEGAS MONORAIL: Emerges from Chapter 11 Bankruptcy
LDK SOLAR: To Release Third Quarter Financial Results on Dec. 3
LEHMAN BROTHERS: Trustee, BNY Ink Agreement for Stay Relief
LEHMAN BROTHERS: LBI Deal With Deutsche Bank Approved
LEHMAN BROTHERS: Hale Avenue'S $30-Mil. Claim Discarded
LEHMAN BROTHERS: 250 East's $20-Mil. Claim Disallowed
LEHMAN BROTHERS: Seeks to Remove 120-Day Cap on Mediation
LENNY DYKSTRA: Feds Want 30 Months for Dykstra Over Fraud
LONGVIEW POWER: Bank Debt Trades at 18% Off in Secondary Market
LONGVIEW POWER: Bank Debt Trades at 14% Off in Secondary Market
MEDIA GENERAL: 2012 Fiscal Year to End on Dec. 31
MEDICAL ALARM: Accepts Investment Term Sheet from GPE Holdings
MEDYTOX SOLUTIONS: Reports $834,000 Net Income in Third Quarter
MONITOR COMPANY: Committee Objects to Bidding Procedures
MORGANS HOTEL: Enters Into $180 Million Mortgage Loan With UBS
MSR RESORT: Has $10-Mil. Financing Amid One Month Sale Delay
MSR RESORT: Fund Blocks $61-Mil. Default Interest Payment
NAPA HOME: Fresh Market Demands Continental Cover Burn Claims
NASSAU BROADCASTING: Lenders Sell 10 Stations to Connoisseur
NETBANK INC: Resumes Legal Fight With FDIC Over Refunds
NEXSTAR BROADCASTING: Combined Group Posts $5.6-Mil. Q3 Profit
NEXSTAR BROADCASTING: Amends $300 Million Securities Prospectus
NORTEL NETWORKS: Disabled Employees Launch Class Suit
ONDOVA LIMITED: Bankr. Court Approves Plan, Sale of Domain Names
OPEN RANGE: U.S. Trustee Settles With US Over Axed $267MM Loan
OPTIONS MEDIA: Incurs $970,000 Net Loss in Third Quarter
OVERSEAS SHIPHOLDING: Underwriters Sued Over 2010 Debt Offering
OVERSEAS SHIPHOLDING: Hiring Approvals Sought, Granted
PENN TREATY: Commissioner Appeals Liquidation Petitions Denial
PHIL'S CAKE: Zions Bank Seeks Trustee for Alessi Bakery
PICCADILLY RESTAURANTS: U.S. Trustee Forms 7-Member Committee
PIPELINE DATA: Proposes January Auction for Business
PIPELINE DATA: Meeting to Form Creditors' Panel on Nov. 30
PJ FINANCE: CBRE Wins Approval of $2-Mil. in Fees & Expenses
PLOVER DEVELOPMENT: Files for Chapter 11 Bankruptcy Protection
PMI GROUP: Seeks OK for $2.2B Tax Assets Deal With Subsidiary
PROVIDENT ROYALTIES: Creditors Want Broker Fees Returned
PURADYN FILTER: Incurs $1.12 Million Net Loss in 3rd Quarter
RADIOSHACK CORP: Donald Smith Discloses 10% Equity Stake
RESIDENTIAL CAPITAL: Wins OK to Remediate Oakland, Calif. Property
RICHFIELD EQUITIES: Rizzo Environmental Takes Over Collection
SAGAMORE PARTNERS: Judge Nixes LNR's Foreclosure Attempt
SAINT VINCENTS: Malpractice Suit Restored on Trial Calendar
SAN BERNARDINO, CA: Political Infighting Slows Bankruptcy
SATCON TECHNOLOGY: Proposes $1.6 Million in Executive Bonuses
SINO-FOREST: Files Supplement to Amended Plan of Compromise
SINO-FOREST: Meeting of Creditors to Proceed on Nov. 29
SPRINT NEXTEL: Amends Employment Agreements with Executives
STREETWEAR CORP: Ontario Fully Revokes Cease Trade Order
SUPERIOR BOAT: Cramdown Approval Not Necessary
SUPERIOR OFFSHORE: Post-Confirmation Panel Has Standing to Sue
SUSAN LUNAN: Case Trustee Immune Against Suit Over Asset Sale
STRATUS MEDIA: Incurs $3.46 Million Net Loss in Third Quarter
SUNVALLEY SOLAR: Incurs $313,000 Net Loss in Third Quarter
SWORDFISH FINANCIAL: Incurs $643,600 Net Loss in Third Quarter
T3 MOTION: Incurs $1.8 Million Net Loss in Third Quarter
TALON THERAPEUTICS: James Flynn Discloses 52.9% Equity Stake
TELECONNECT INC: Issues 1 Million Common Shares to Investors
THOMPSON CREEK: Has $350MM Underwriting Pact with Deutsche Bank
TOPS HOLDING: Reports $4.7 Million Net Income in Oct. 6 Quarter
TRIBUNE CO: Bank Debt Trades at 23% Off in Secondary Market
TXU CORP: Bank Debt Trades at 36% Off in Secondary Market
TXU CORP: Bank Debt Trades at 33% Off in Secondary Market
UPPER CRUST: Franchisees Won't Honor Website Deals
USEC INC: R. Namen Named as COO, P. Sewell Appointed as CDO
UTSTARCOM HOLDINGS: Has Tender Offer for $30MM Ordinary Shares
VALENCE TECHNOLOGY: Shareholders Want Official Committee
VERTIS HOLDINGS: Hires Andrew Hede as Chief Restructuring Officer
VERTIS HOLDINGS: US Trustee Objects to Employee Bonus Plan
VIASPACE INC: Incurs $5.4 Million Net Loss in Third Quarter
VERMILLION INC: Court Dismisses Shareholder Suit with Prejudice
VERTICAL COMPUTER: Incurs $477,000 Net Loss in Third Quarter
VITESSE SEMICONDUCTOR: To Hold Annual Meeting on Jan. 29
VOICE ASSIST: Incurs $543,000 Net Loss in Third Quarter
VUZIX CORP: Incurs $1.18 Million Net Loss in Third Quarter
WARNER MUSIC: Guarantees Payment of $500 Million Senior Notes
WEGENER CORP: Suspends Filing of Reports with SEC
ZACKY FARMS: Foster Poultry Sues Over Trademark Deal Breach
ZALE CORP: Incurs $28.3 Million Net Loss in Oct. 31 Quarter
ZHONG WEN: Incurs $7,500 Net Loss in Third Quarter
* Panelists Say 34 Years in Ch. 11 Is Different, Not Dead
* Texas Developer Buys California Land Out of Bankruptcy
* 4th Circ. Urged to Prevent Bankruptcy-Voided IP Licenses
* Non-Priority Tax Claims Can't Be Paid Ahead
* Conduit Defense Protects IRS From Fraudulent-Transfer Claim
* Saul Ewing Taps Stephen B. Ravin for New Jersey Office
* St. John Named Chief Bankruptcy Judge for the E.D. of Va.
* Large Companies With Insolvent Balance Sheets
*********
A123 SYSTEMS: To Seek Final Approval on $50MM Bankruptcy Loan
-------------------------------------------------------------
Peg Brickley at Daily Bankruptcy Review reports that A123 Systems
Inc. goes to court to seek final approval on a $50 million
bankruptcy loan from Wanxiang Group Corp., the Chinese car-parts
company that's dueling Milwaukee's Johnson Controls Inc. for
A123's electric car battery manufacturing operation.
About A123 Systems
Based in Waltham, Massachusetts, A123 Systems Inc. designs,
develops, manufactures and sells advanced rechargeable lithium-ion
batteries and battery systems and provides research and
development services to government agencies and commercial
customers.
A123 is the recipient of a $249 million federal grant from the
Obama administration. Pre-bankruptcy, A123 had an agreement to
sell an 80% stake to Chinese auto-parts maker Wanxiang Group Corp.
U.S. lawmakers opposed the deal over concerns on the transfer of
American taxpayer dollars and technology to China.
A123 didn't make a $2.7 million payment due Oct. 15 on $143.75
million in 3.75% convertible subordinated notes due 2016.
A123 and U.S. affiliates, A123 Securities Corporation and Grid
Storage Holdings LLC, sought Chapter 11 bankruptcy protection
(Bankr. D. Del. Case Nos. 12-12859 to 12-12861) on Oct. 16, 2012,
with a deal to sell its auto-business assets to Johnson Controls
Inc. The deal with JCI is valued at $125 million, and subject to
higher offers at a bankruptcy auction.
A123 disclosed assets of $459.8 million and liabilities totaling
$376 million. Debt includes $143.8 million on 3.75% convertible
subordinated notes. Other liabilities include $22.5 million on a
bridge loan owing to Wanziang. About $33 million is owed to trade
suppliers.
The Hon. Kevin J. Carey presides over the case. Lawyers at
Richards, Layton & Finger, P.A., and Latham & Watkins LLP serve as
the Debtors' counsel. Lazard Freres & Co. LLC acts as the
Debtors' financial advisors, while Alvarez & Marsal serves as
restructuring advisors. Logan & Company Inc. serves as the
Debtors' claims and noticing agent. Wanxiang America Corporation
and Wanxiang Clean Energy USA Corp. are represented in the case by
lawyers at Young Conaway Stargatt & Taylor, LLP, and Sidley Austin
LLP. JCI is represented in the case by Josh Feltman, Esq., at
Wachtell Lipton Rosen & Katz LLP.
An official committee of unsecured creditors has been appointed in
the case. The Committee is represented by lawyers at Brown
Rudnick LLP and Saul Ewing LLP.
ACACIA AUTOMOTIVE: Files Form 10-Q for 3rd Quarter of 2010
----------------------------------------------------------
Acacia Automotive, Inc., now known as Acacia Diversified Holdings,
Inc., filed with the U.S. Securities and Exchange Commission its
quarterly report on Form 10-Q disclosing net income of $11,556 on
$502,252 of total revenues for the three months ended Sept. 30,
2010, compared with a net loss of $86,602 on $371,166 of total
revenues for the same period during the prior year.
For the nine months ended Sept. 30, 2010, the Company reported net
income of $108,646 on $1.45 million of total revenues, compared
with a net loss of $116,679 on $1.16 million of total revenues for
the same period a year ago.
The Company's balance sheet at Sept. 30, 2010, showed $1.64
million in total assets, $1.22 million in total liabilities and
$423,057 in total stockholders' equity.
On Oct. 18, 2012, the Company changed its name from Acacia
Automotive, Inc., to Acacia Diversified Holdings, Inc. The
Company will continue to file its annual reports 10-K through the
period ended Dec. 31, 2011, and its quarterly reports 10-Q through
the period ended Sept. 30, 2012, under the name Acacia Automotive,
Inc. However, the Company will file any interim 8-K current
reports or other special reports under the name Acacia Diversified
Holdings, Inc., effective with the changing of its name.
"As of December 31, 2009 and in subsequent periods thereto, the
Company had limited disposable cash and its revenues were not
sufficient to and cannot be projected to cover operating expenses
and expansion by the Company. These factors raise substantial
doubt as to the ability of the Company to continue as a going
concern."
A copy of the Form 10-Q is available for free at:
http://is.gd/2G55p2
Acacia Diversified Holdings, Inc., does not have significant
operations. It intends to acquire and operate businesses.
Previously, it was engaged in the auctioning of automobiles,
trucks, boats, motor homes, RVs, and related products. The
Company was formerly known as Acacia Automotive, Inc., and changed
its name to Acacia Diversified Holdings, Inc., in July 2012.
Acacia Diversified Holdings, Inc., was founded in 1984 and is
based in Ocala, Florida.
ACACIA AUTOMOTIVE: Settles Two Litigations in Ohio
--------------------------------------------------
Acacia Automotive, Inc., and Steven L. Sample, Acacia's chairman,
chief executive officer, and president entered into a settlement
agreement and release, effective as of February 2012, settling and
releasing all of their respective claims in two lawsuits in the
United States District Court for the Southern District of Ohio
captioned as: (i) Alexis Ann Jacobs (as Plaintiff) v. Acacia
Chattanooga Vehicle Auction, et al (as Defendants) in Case Number
2:10-cv-00912-GCS-MRA; and (ii) Acacia Automotive, Inc., et al (as
Plaintiffs) v. Alexis Ann Jacobs, et al (as Defendants) in Case
Number 2:10-cv-00995-GCS-MRA.
On Sept. 17, 2010, a dispute arose between the Company and Ms.
Alexis Ann Jacobs, the principal seller of the Chattanooga Auto
Auction and the party that also leased to and provided a line of
credit for use by the Company's Acacia Chattanooga Vehicle
Auction, Inc.
On Sept. 24, 2010, Ms. Alexis Ann Jacobs caused a complaint to be
filed in the United States District Court for the Southern
District of Ohio, Eastern Division, naming the Company, its
wholly-owned subsidiary Acacia Chattanooga Vehicle Auction, Inc.,
and its Chief Executive Officer, Mr. Steven Sample as defendants.
Jacobs was principal seller of the assets and business of the
Chattanooga Auto Auction Limited Liability Company and also leased
the facility to and provided a financing facility to the Company's
ACVA subsidiary. The Complaint alleged that events of default had
occurred in regard to ACVA's obligations pursuant to a certain
loan note and related agreements, claims the Company vigorously
disputed.
The Company's Acacia Chattanooga subsidiary was current in all
rent payments and payments due under the line of credit at the
time of Jacobs' claims and prior thereto, and upon learning of
these actions, the Company, its subsidiary, and Mr. Sample
adamantly denied that there had been an event of default under any
agreement with Ms. Jacobs and that Ms. Jacobs's litigation was
without merit. The Company vigorously defended the action. The
Company, ACVA, and Mr. Sample further denied that the Putative
Attorney selected by Jacobs had the power to represent them or to
file the Cognovit Complaints or the Stipulation of Dismissal with
the Federal Court or the Cognovit Complaint with the Court of
Common Pleas.
Failing to gain a timely cognovit judgment as anticipated, Jacobs
then on Oct. 7, 2010, withdrew her complaint from the Federal
Court and again attempted to gain a cognovit judgment in the Court
of Common Pleas in Franklin County, Columbus, Ohio. Pursuant to
the actions of Whann and Jacobs, the Company subsequently
discontinued its legal representation of ACVA, which had come to
be under the control of those parties.
On Oct. 12, 2010, the Company filed a Notice of Removal to move
the case from the Court of Common Pleas back to the United States
District Court and would thereafter answer the Complaint and file
counterclaims against Jacobs, alleging, among other things, that
Jacobs' declaration of default was wrongful and malicious, having
no basis in fact. The Company's case also made other allegations
against the parties.
On Nov. 5, 2010, the Company and Mr. Sample filed a separate
complaint in the same United States District Court naming Jacobs,
Keith E. Whann, CAA Liquidation, LLC (the renamed entity that sold
the Chattanooga assets to the Company), Auction Venture Limited
Liability Company (the Lessor of the Chattanooga facility to
ACVA), Tony Moorby (an ex-officer and director of the Company who
had become employed by Jacobs), and John David Bynum (also and ex-
officer and director of the Company who had become employed by
Jacobs). The Company sought a declaratory judgment and injunctive
relief against all those named parties.
The litigants would eventually enter into discussions resulting in
a full Settlement Agreement and Release in both litigations on
Feb. 28, 2012, effectively ending the ongoing litigation and
disputes between the parties.
Jacobs released the Company and Sample from all obligations
relating to leases, credit lines, and other matters relating to
her complaint in exchange for the payment of $150,000 by ACVA to
Jacobs. Additionally, the Company acquiesced to allowing ACVA
sell to CAA Liquidation for the sum of $5,000 the assets it
originally acquired from CAA for the same cost.
The Settlement Agreement provided for the Company and Mr. Sample
to release Ms. Jacobs and the others from all obligations relating
to their complaint in exchange for the release of all claims by
Jacobs for amounts due under the line of credit, the lease, and
otherwise, and further provided for the return to the Company for
cancellation by Mr. Moorby of his 500,000 shares of common stock
awarded at hire. Additionally, Mr. Moorby, Mr. Bynum, and their
respective families were required to return to Mr. Sample 42,000
shares of Acacia common stock he had gifted to them. Ms. Jacobs
and Mr. Whann provided affidavits for the return and cancellation
of 20,000 shares of Acacia common stock the Company claims to have
issued but which Jacobs and Whann claim they never received. Ms.
Jacobs, Mr. Whann, Mr. Moorby, and Mr. Bynum were also enjoined
from competing against the Company at its Augusta location for a
period of 12 to 24 months and within a radius of 50 to 150 miles.
As a result, the Company deemed its Chattanooga subsidiary's
operations to have been effectively discontinued as of Aug. 31,
2010. The financial statements contained in the Company's
Quarterly Report filed concomitant on Form 10-Q reflect this
determination as the Company booked a net income from discontinued
operations in Chattanooga of $11,556 and $108,646 for the three
months and nine months ended Sept. 30, 2010, respectively.
The Settlement Agreement does not constitute an admission by the
Company, Mr. Sample, Ms. Jacobs, Mr. Whann, Mr. Moorby, or Mr.
Bynum of any liability or violation of law. All the parties to
the Settlement Agreement agreed to a mutual non-disparagement
agreement and release from any liabilities or future litigations.
Acacia Diversified Holdings, Inc., does not have significant
operations. It intends to acquire and operate businesses.
Previously, it was engaged in the auctioning of automobiles,
trucks, boats, motor homes, RVs, and related products. The
Company was formerly known as Acacia Automotive, Inc., and changed
its name to Acacia Diversified Holdings, Inc., in July 2012.
Acacia Diversified Holdings, Inc., was founded in 1984 and is
based in Ocala, Florida.
The Company's balance sheet at Sept. 30, 2010, showed $1.64
million in total assets, $1.22 million in total liabilities and
$423,057 in total stockholders' equity.
ACTIVECARE INC: Acquires Green Wire LLC Business Assets
-------------------------------------------------------
ActiveCare, Inc., announced the acquisition of the business and
net assets of Green Wire LLC and its related entities. The
purchase includes the Green Wire name and intellectual property.
The acquisition expands the Company's sales channels and direct
access to additional senior members for its ActiveOne mobile
emergency response device. With call center locations in Utah and
the Philippines, Green Wire's 120 highly trained operators
currently dial 170,000 calls per day while gaining over 400 new
members per month. The transition began Sept. 1, 2012, as put
forth in a letter of understanding. Within weeks of introducing
the ActiveOne to Green Wire's existing sales channels, the Company
has already gained over 100 new members per week.
"The acquisition of the Green Wire business will be instrumental
in introducing the ActiveOne to the senior market," stated Michael
Jones, COO of ActiveCare. "The Company believes that, within six
months, this acquisition will lead to more than 1,000 new members
per month," continued Jones.
Gwire Corporation is the subsidiary of ActiveCare which purchased
the assets of Green Wire LLC and its related entities. Senior
executives David Lee and Andrew Ball of Green Wire will continue
in their roles with the new company.
"Our current technology offers mobile seniors a non-mobile
solution," stated Lee, CEO of GWire. "With the addition of
ActiveCare's service and technology, we can now provide a service
to a market that has been desperate for a mobile solution,"
continued Lee. "With over 4,000 total members, this acquisition
will position ActiveCare as the leader in the mobile emergency
response market," added Jones.
ActiveCare paid approximately $2.7 million in cash and securities
for the Green Wire business through a newly formed subsidiary,
GWire Corporation. Operations will continue from the former Green
Wire offices in Orem, Utah and in the Philippines. David Lee is
CEO of GWire and Andrew Ball is President. Lee and Ball signed
employment contracts with GWire in connection with the
transaction. Details of the transaction are contained in filings
made today by ActiveCare with the Securities and Exchange
Commission.
About ActiveCare
South West Valley City, Utah-based ActiveCare, Inc., is organized
into three business segments based primarily on the nature of the
Company's products. The Stains and Reagents segment is engaged in
the business of manufacturing and marketing medical diagnostic
stains, solutions and related equipment to hospitals and medical
testing labs. The CareServices segment is engaged in the business
of developing, distributing and marketing mobile health monitoring
and concierge services to distributors and customers. The Chronic
Illness Monitoring segment is primarily engaged in the monitoring
of diabetic patients on a real time basis.
The Company's business plan is to develop and market products for
monitoring the health of and providing assistance to mobile and
homebound seniors and the chronically ill, including those who may
require a personal assistant to check on them during the day to
ensure their safety and well being.
As reported in the TCR on Dec. 30, 2011, Hansen, Barnett &
Maxwell, P.C., expressed substantial doubt about ActiveCare's
ability to continue as a going concern, following the Company's
results for the year ended Sept. 30, 2011. The independent
auditors noted that the Company has incurred recurring
operating losses and has an accumulated deficit.
The Company's balance sheet at June 30, 2012, showed $2.08 million
in total assets, $5.34 million in total liabilities, and a
stockholders' deficit of $3.26 million.
ADINO ENERGY: Incurs $197,000 Net Loss in Third Quarter
-------------------------------------------------------
Adino Energy Corporation filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
a net loss of $197,309 on $0 of total revenues for the three
months ended Sept. 30, 2012, compared with a net loss of $401,289
on $0 of total revenues for the same period during the prior year.
For the nine months ended Sept. 30, 2012, the Company reported a
net loss of $460,690 on $0 of total revenues, compared with a net
loss of $851,570 on $50,000 of total revenues for the same period
a year ago.
The Company's balance sheet at Sept. 30, 2012, showed $2.04
million in total assets, $5.08 million in total liabiities and a
$3.03 million total shareholders' deficit.
A copy of the Form 10-Q is available for free at:
http://is.gd/KZJVB4
About Adino Energy
Based in Houston, Texas, Adino Energy Corporation (OTC BB: ADNY)
-- http://www.adinoenergycorp.com/-- through its wholly owned
subsidiary Intercontinental Fuels, LLC, specializes in fuel
terminal operations for retail, wholesale, and governmental
suppliers.
In its audit report for the 2011 results, M&K CPAS, PLLC, in
Houston, Texas, 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 maintains a working capital deficit.
The Company previously reported a net loss of $1.31 million in
2011, compared with a net loss of $277,802 in 2010.
AE BIOFUELS: Reports $20.6 Million Net Income in Third Quarter
--------------------------------------------------------------
Aemetis, Inc., formerly AE Biofuels Inc., filed with the U.S.
Securities and Exchange Commission its quarterly report on Form
10-Q disclosing net income of $20.66 million on $53.40 million of
revenue for the three months ended Sept. 30, 2012, compared with a
net loss of $5.45 million on $56.57 million of revenue for the
same period during the prior year.
For the nine months ended Sept. 30, 2012, the Company reported net
income of $2.55 million on $141.88 million of revenue, compared
with a net loss of $16.08 million on $84.56 million of revenue for
the same period a year ago.
The Company's balance sheet at Sept. 30, 2012, showed $98.84
million in total assets, $87.46 million in total liabilities and
$11.37 million in total stockholders' equity.
A copy of the Form 10-Q is available for free at:
http://is.gd/kGC5IU
About AE Biofuels
AE Biofuels, Inc. (OTC BB: AEBF) -- http://www.aebiofuels.com/--
is a biofuels company based in Cupertino, California, developing
sustainable solutions to address the world's renewable energy
needs. The Company is commercializing its patent-pending next-
generation cellulosic ethanol technology that enables the
production of biofuels from both non-food and traditional
feedstocks. Its wholly-owned Universal Biofuels subsidiary built
and operates a nameplate 50 million gallon per year biodiesel
production facility on the east coast of India.
Aemetis disclosed a net loss of $18.29 million for the year ended
Dec. 31, 2011, compared with a net loss of $8.56 million during
the prior year.
ALLIED SYSTEMS: Yucaipa Loses Bid for Greater Control of Debt
-------------------------------------------------------------
Eric Hornbeck at Bankruptcy Law360 reports that a New York state
judge on Monday blocked an attempt by billionaire Ron Burkle's
private equity firm, the Yucaipa Cos. LLC, to usurp Allied Systems
Holdings Inc.'s other first-lien creditors, a hotly contested
issue in the car hauler's bankruptcy.
Bankruptcy Law360 relates that Judge Charles E. Ramos said during
a hearing that Yucaipa could not make changes to a credit
agreement governing $265 million of Allied Systems' secured debt
that would make Yucaipa the "requisite lender," a role that would
allow it to force through changes to the credit agreement.
About Allied Systems
BDCM Opportunity Fund II, LP, Spectrum Investment Partners LP, and
Black Diamond CLO 2005-1 Adviser L.L.C., filed involuntary
petitions for Allied Systems Holdings Inc. and Allied Systems Ltd.
(Bankr. D. Del. Case Nos. 12-11564 and 12-11565) on May 17, 2012.
The signatories of the involuntary petitions assert claims of at
least $52.8 million for loan defaults by the two companies.
Allied Systems, through its subsidiaries, provides logistics,
distribution, and transportation services for the automotive
industry in North America.
Allied Holdings Inc. previously filed for chapter 11 protection
(Bankr. N.D. Ga. Case Nos. 05-12515 through 05-12537) on July 31,
2005. Jeffrey W. Kelley, Esq., at Troutman Sanders, LLP,
represented the Debtors in the 2005 case. Allied won confirmation
of a reorganization plan and emerged from bankruptcy in May 2007
with $265 million in first-lien debt and $50 million in second-
lien debt.
The petitioning creditors said Allied has defaulted on payments of
$57.4 million on the first lien debt and $9.6 million on the
second. They hold $47.9 million, or about 20% of the first-lien
debt, and about $5 million, or 17%, of the second-lien obligation.
They are represented by Adam G. Landis, Esq., and Kerri K.
Mumford, Esq., at Landis Rath & Cobb LLP; and Adam C. Harris,
Esq., and Robert J. Ward, Esq., at Schulte Roth & Zabel LLP.
Allied Systems Holdings Inc. formally put itself and 18
subsidiaries into bankruptcy reorganization June 10, 2012,
following the filing of the involuntary Chapter 11 petition.
The Company is being advised by the law firms of Troutman Sanders,
Gowling Lafleur Henderson, and Richards Layton & Finger.
The bankruptcy court process does not include captive insurance
company Haul Insurance Limited or any of the Company's Mexican or
Bermudan subsidiaries. The Company also announced that it intends
to seek foreign recognition of its Chapter 11 cases in Canada.
An official committee of unsecured creditors has been appointed in
the case. The Committee consists of Pension Benefit Guaranty
Corporation, Central States Pension Fund, Teamsters National
Automobile Transporters Industry Negotiating Committee, and
General Motors LLC. The Committee is represented by Sidley Austin
LLP.
AMERICAN AIRLINES: Noteholders Sue Over Early-Payment Fee
---------------------------------------------------------
Stephanie Gleason at Daily Bankruptcy Review reports that a
trustee representing equipment noteholders who are owed $1.2
billion is suing AMR Corp. to block the American Airlines parent
from refinancing the notes without covering certain early-
repayment fees.
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: Incurs $76,600 Net Loss in Third Quarter
----------------------------------------------------------
American Defense Systems, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
a net loss of $76,687 on $1.60 million of contract revenues earned
for the three months ended Sept. 30, 2012, compared with a net
loss of $1.55 million on $2.61 million of contract revenues earned
for the same period a year ago.
For the nine months ended Sept. 30, 2012, the Company reported a
net loss of $602,265 on $5.22 million of contract revenues earned
for the three months ended Sept. 30, 2012, compared with net
income of $8.63 million on $6.99 million of contract revenues
earned for the same period during the prior year.
The Company's balance sheet at Sept. 30, 2012, showed $1.76
million in total assets, $2.55 million in total liabilities, all
current, and a $796,413 total shareholders' deficiency.
A copy of the Form 10-Q is available for free at:
http://is.gd/QUHAMp
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.
AMPAL-AMERICAN: U.S. Trustee Objects to Brown Rudnick's Terms
-------------------------------------------------------------
Stewart Bishop at Bankruptcy Law360 reports that the U.S. trustee
in Ampal-American Israel Corp.'s bankruptcy on Friday objected to
a move by the official committee of the unsecured creditors to
name Brown Rudnick LLP as its counsel, saying provisions requested
by the firm aren't reasonable terms of employment.
The three indenture trustees that make up the entire membership of
the committee have surrendered to Brown Rudnick several
entitlements to compensation under the relevant indentures, or
deeds of trust, according to the U.S. trustee's objection filed in
New York bankruptcy court cited by Bankruptcy Law360.
The TCR reported on Nov. 13, 2012, that the Official Committee of
Unsecured Creditors in the Chapter 11 case of Ampal-American
Israel Corp., asks the U.S. Bankruptcy Court for the District of
New York or permission to retain Brown Rudnick LLP as its counsel.
The hourly rates of Brown Rudnick's personnel are:
Edward S. Weisfelner $1,100
Tuvi Keinan $970
Daniel J. Saval $770
Attorneys $475 to $1,100
Paraprofessionals $265 to $370
About Ampal-American
Ampal-American Israel Corporation and its subsidiaries --
http://www.ampal.com/-- acquired interests primarily in
businesses located in Israel or that are Israel-related. Ampal is
seeking opportunistic situations in a variety of industries, with
a focus on energy, chemicals and related sectors. Ampal's goal is
to develop or acquire majority interests in businesses that are
profitable and generate significant free cash flow that Ampal can
control.
Ampal-American filed a voluntary petition for Chapter 11
reorganization (Bankr. S.D.N.Y. Case No. 12-13689) on Aug. 29,
2012. The Company is pursuing a plan to restructure the Company's
Series A, Series B and Series C debentures.
Bankruptcy Judge Stuart M. Bernstein presides over the case.
Lawyers at Bryan Cave LLP, in New York, serves as counsel to the
Debtor. The Debtor tapped Houlihan Lokey Capital, Inc., as
as investment banker and financial advisors.
As of June 30, 2012, the Company had US$542.3 million in total
assets and US$775.2 million in total liabilities. The petition
was signed by Irit Eluz, chief financial officer, senior vice
president.
Tracy Hope Davis, U.S. Trustee for Region 2, appointed three
unsecured creditors to serve on the Official Committee of
Unsecured Creditors. Brown Rudnick LLP represents the Committee.
AMPAL-AMERICAN: IDB Seeks Foreclosure, Receiver in Tel Aviv
-----------------------------------------------------------
Ampal-American Israel Corporation, a holding company with
experience in acquiring interests in various businesses with
emphasis in recent years on energy, chemical and related fields,
announced that Israel Discount Bank Ltd. filed a motion in the Tel
Aviv District Court to enforce IDB's lien, foreclose on all the
outstanding shares of Gadot Chemical Tankers and Terminals Ltd.,
an Israeli wholly owned indirect subsidiary of Ampal, and appoint
a receiver for the Gadot shares on behalf of IDB. IDB obtained the
lien on the Gadot shares in connection with a loan made pursuant
to a Letter of Undertaking dated December 3, 2007, as amended.
The proceeds of the Loan were used for the acquisition of Gadot.
On Nov. 14, 2012, the Company announced that IDB had accelerated
the Loan and made a demand for immediate repayment. Ampal and its
counsel are currently reviewing the motion and are considering
Ampal's possible legal remedies.
About Ampal-American
Ampal-American Israel Corporation and its subsidiaries --
http://www.ampal.com/-- acquired interests primarily in
businesses located in Israel or that are Israel-related. Ampal is
seeking opportunistic situations in a variety of industries, with
a focus on energy, chemicals and related sectors. Ampal's goal is
to develop or acquire majority interests in businesses that are
profitable and generate significant free cash flow that Ampal can
control.
Ampal-American filed a voluntary petition for Chapter 11
reorganization (Bankr. S.D.N.Y. Case No. 12-13689) on Aug. 29,
2012, to restructure the Company's Series A, Series B and Series C
debentures. Bankruptcy Judge Stuart M. Bernstein presides over
the case. Lawyers at Bryan Cave LLP, in New York, serve as
counsel to the Debtor.
As of June 30, 2012, the Company had US$542.3 million in total
assets and US$775.2 million in total liabilities. The petition
was signed by Irit Eluz, chief financial officer, senior vice
president.
AMERICAN PATRIOT: Incurs $82,500 Net Loss in Third Quarter
----------------------------------------------------------
American Patriot Financial Group, Inc., filed with the U.S.
Securities and Exchange Commission its quarterly report on Form
10-Q discosing a net loss to common shareholders of $82,522 on
$887,685 of total interest and dividend income for the three
months ended Sept. 30, 2012, compared with a loss to common
shareholders of $89,739 on $1.09 million of total interest and
dividend income for the same period during the prior year.
For the nine months ended Sept. 30, 2012, the Company reported a
net loss to common shareholders of $300,121 on $2.77 million of
total interest and dividend income, compared with a net loss to
common shareholders of $1.01 million on $3.02 million of total
interest and dividend income for the same period a year ago.
The Company's balance sheet at Sept. 30, 2012, showed $86.30
million in total assets, $85.51 million in total liabilities and
$793,666 in total stockholders' equity.
A copy of the Form 10-Q is available for free at:
http://is.gd/2sgotl
About American Patriot
Based in Greenville, Tenn., American Patriot Financial Group, Inc.
is a one-bank holding company formed as a Tennessee corporation to
own the shares of American Patriot Bank. The Bank is the only
subsidiary of the Corporation.
American Patriot Bank commenced operations as a state chartered
bank on July 9, 2001. The Bank had total assets of roughly
$118 million at Dec. 31, 2009. The Bank is not a member of
the Federal Reserve System.
The Bank's customer base consists primarily of small to medium-
sized business retailers, manufacturers, distributors, land
developers, contractors, professionals, service businesses and
local residents.
On Aug. 18, 2010, the Company received from the Federal Deposit
Insurance Corporation, a Supervisory Prompt Corrective Action
Directive, dated August 17, 2010, due to American Patriot Bank's
"significantly undercapitalized" status. The Directive requires
that the Bank submit an acceptable capital restoration plan on or
before August 31, 2010, providing that, among other things, at a
minimum, the Bank will restore and maintain its capital to the
level of "adequately capitalized."
In its audit report for the 2011 results, Hazlett, Lewis & Bieter,
PLLC, in Chattanooga, Tennessee, expressed substantial doubt about
the Company's ability to continue as a going concern. The
independent auditors noted that the Company has incurred
significant losses for the past five years resulting in a retained
deficit of $7.15 million at Dec. 31, 2011. At Dec. 31, 2011 and
2010, the Company and its subsidiary were significantly
undercapitalized based on regulatory standards and has consented
to an Order to Cease and Desist with its primary federal regulator
that requires, among other provisions, that it achieve regulatory
capital thresholds that are significantly in excess of its current
actual capital levels. The Company's nonperforming assets have
increased significantly during 2011 and 2010 related primarily to
deterioration in the credit quality of its loans collateralized by
real estate. The Company, at the holding company level, has a
note payable that was due Feb. 28, 2011, which is now in default.
This note is securitized by 100 percent of the stock of the
subsidiary.
The Company reported a net loss of $1.18 million in 2011, compared
with a net loss of $2.29 million in 2010.
AS SEEN ON TV: Issues 61 Units for $3 Million
---------------------------------------------
As Seen On TV, Inc., on Nov. 14, 2012, entered into and
consummated a Securities Purchase Agreement with certain
accredited investors for the private sale of 61 units at $50,050
per Unit, each Unit consisting of (i) 71,500 shares of common
stock, par value $0.0001 per share and (ii) warrants to purchase
35,750 shares of common stock at an initial exercise price of
$0.80 per share. Accordingly, for each $0.70 invested, investors
received one share of common stock and one-half of a Warrant. The
Company received gross proceeds of $3,053,085 and issued an
aggregate of 4,361,550 shares of Common Stock and Warrants to
purchase 2,180,775 shares of Common Stock to the investors
pursuant to the Securities Purchase Agreement.
The Warrants are exercisable at any time within three years from
the Closing Date at an exercise price of $0.80 per share with
cashless exercise in the event a registration statement covering
the resale of the shares underlying the Warrants is not in effect
within the time period set forth in the Securities Purchase
Agreement. The Warrants also provide for weighted average anti-
dilution protection in the event that any shares of Common Stock,
or securities convertible into Common Stock, are issued at less
than the exercise price of the Warrants during any period in which
those Warrants are outstanding, subject to certain exceptions as
set forth in the Warrants.
If during a period of 12 months from the completion of the
November 2012 Offering, the Company issues additional shares of
Common Stock or other equity or equity-linked securities at a
purchase, exercise or conversion price less than $0.70, then the
Company will issue additional shares of common stock to the
investors so that the effective purchase price per share paid for
the Common Stock included in the Units will be the same per share
purchase, exercise or conversion price of the Additional Shares.
The Company engaged a registered broker dealer to serve as
placement agent and the Placement Agent received (a) selling
commissions aggregating 10% of the gross proceeds of the Offering,
(b) a non-accountable expense allowance of 1% of the gross
proceeds of the Offering to defray offering expenses, (c) five-
year warrants to purchase such number of shares of Common Stock as
is equal to 10% of the shares of Common Stock (i) included as part
of the Units sold in this Offering at an exercise price equal to
$0.70 per share, and (ii) issuable upon exercise of the Warrants
sold in the November 2012 Offering at an exercise price equal to
$0.80 per share, and (d) 100,000 restricted shares of Common
Stock.
During September 2012, the Company issued 12% Senior Secured
Convertible Notes in the principal amount of $1,275,000 to certain
accredited investors. The sale of the Units triggered the
automatic conversion of the Notes, which converted into an
aggregate of 2,190,140 shares of Common Stock and warrants to
purchase an aggregate of 1,095,070 shares of Common Stock,
exercisable at $0.80 per share. The warrants are exercisable for
period of three years and contain the same terms as the Warrants
defined above. The terms of the securities contained in the Units
also triggered a weighted average ratchet anti-dilution adjustment
on the warrants issued with the Notes and placement agent warrants
issued in connection thereto.
The sale of the Units also triggered purchase price protection
provisions provided under the terms of the Company's securities
purchase agreement, dated Oct. 28, 2011, and warrants issued in
connection with the October 2011 SPA were subject to full ratchet
anti-dilution protection adjustment. As a result of the
securities issued in the November 2012 Offering, the October 2011
SPA purchasers and warrant holders received an additional
aggregate of 5,735,176 shares of Common Stock and warrants to
purchase an additional 13,343,138 shares of Common Stock
exercisable at $0.595 per share. These warrants include warrants
issued to the Placement Agent in connection with its participation
in the October 2011 SPA and related transactions.
The sale of Units triggered certain anti-dilution provisions under
the Company's asset acquisition agreement with Seen On TV LLC
dated June 28, 2012, and the Company issued an aggregate of
190,068 shares of Common Stock to the members of Seen On TV LLC
and their assignees.
Effective on the Closing Date, Kevin Harrington, the Company's
Chairman, and Steve Rogai, the Company's Chief Executive Officer,
each executed a lock up agreement which provides that, subject to
limited exceptions for Mr. Rogai, the officer will not to sell,
assign, transfer or otherwise dispose of their shares of Common
Stock or other securities of the Company for a period ending on
such date that the November 2012 Offering subscribers have the
ability to sell or transfer the Common Stock pursuant to Rule 144
or through an effective registration statement. Following this
initial lock-up period, Kevin Harrington has agreed to an
additional 12-month leak-out period for his shares, during which
he may not sell more than $25,000 worth shares of Common Stock per
month for an aggregate $300,000.
The Company received net proceeds of approximately $2,645,000
after payment of commissions and expense allowance to the
Placement Agent and other offering and related costs in connection
with the Offering. The net proceeds from the Securities Purchase
Agreement shall be used to purchase product inventory, sales
initiatives and general working capital. In addition, the Company
has agreed to advance up to $1,500,000 to eDiets.com, Inc. from
the net proceeds of the Units sold. Those advances will be made
under terms substantially the same as the advances previously made
to eDiets.com, Inc.
About As Seen on TV
Clearwater, Fla.-based As Seen On TV, Inc., is a direct response
marketing company. It identifies, develops, and markets consumer
products.
The Company reported a net loss of $8.07 million on $8.16 million
of revenue for the year ended March 31, 2012, compared with a net
loss of $6.97 million on $1.35 million of revenue during the prior
fiscal year.
The Company's balance sheet at March 31, 2012, showed $9.78
million in total assets, $27.05 million in total liabilities, all
current, and a $17.26 million total stockholders' deficiency.
ASARCO LLC: Texas Judge Upholds $12MM Asbestos Deal Challenge
-------------------------------------------------------------
Gavin Broady at Bankruptcy Law360 reports that a Texas judge has
preserved a challenge to a $12 million insurance settlement
related to asbestos exposure claims brought by contract employees
of Asarco LLC, refusing to certify an interlocutory appeal by Mt.
McKinley Insurance Co. that sought to nix the challenge.
Judge Andrew S. Hanen on Nov. 20 determined that he could not
grant McKinley's request for dismissal of a settlement challenge
brought by Asarco subsidiaries based on the pleadings before him,
and absent a dismissal could not justify granting the insurer's
request, according to Bankruptcy Law360.
About Asarco LLC
Based in Tucson, Arizona, ASARCO LLC -- http://www.asarco.com/--
is an integrated copper mining, smelting and refining company.
Grupo Mexico S.A. de C.V. is ASARCO's ultimate parent.
ASARCO LLC filed for Chapter 11 protection (Bankr. S.D. Tex. Case
No. 05-21207) on Aug. 9, 2005. Attorneys at Baker Botts
L.L.P., and Jordan, Hyden, Womble & Culbreth, P.C., represented
the Debtor in its restructuring efforts.
On Dec. 9, 2009, Asarco Incorporated and Americas Mining
Corporation's Seventh Amended Plan of Reorganization for the
Debtors became effective and the ASARCO Asbestos Personal Injury
Settlement Trust was created and funded with nearly $1 billion in
assets, including more than $650 million in cash plus a $280
million secured note from Reorganized ASARCO. The Plan, which was
confirmed both by the bankruptcy and district courts, reintegrated
ASARCO LLC back to parent Grupo Mexico concluding the four-year
Chapter 11 proceeding.
BALQON CORP: Incurs $4.19 Million Net Loss in Third Quarter
-----------------------------------------------------------
Balqon Corporation filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $4.19 million on $712,324 of total revenue for the three months
ended Sept. 30, 2012, compared with a net loss of $1.01 million on
$834,943 of total revenue for the same period during the prior
year.
For the nine months ended Sept. 30, 2012, the Company reported a
net loss of $6.69 million on $1.86 million of total revenue,
compared with a net loss of $4.68 million on $1.45 million of
total revenue for the same period a year ago.
The Company's balance sheet at Sept. 30, 2012, showed $756,315 in
total assets, $10.21 million in total liabilities, all current,
and a $9.45 million total shareholders' deficiency.
A copy of the Form 10-Q is available for free at:
http://is.gd/Uw0VTL
About Balqon Corporation
Harbor City, California-based Balqon Corporation is a developer
and manufacturer of electric drive systems, charging systems and
battery systems for trucks, tractors, buses, industrial equipment
and renewable energy storage devices. The Company also designs
and assembles electric powered yard tractors, short haul drayage
tractors and inner city trucks utilizing our proprietary drive
systems, battery systems and charging systems.
Following the Company's 2011 results, Weinberg & Company, P.A., in
Los Angeles, California, expressed substantial doubt about
Balqon's ability to continue as a going concern. The independent
auditors noted that the Company has a shareholders' deficiency and
has experienced recurring operating losses and negative operating
cash flows since inception.
The Company reported a net loss of $7.05 million on $2.13 million
of revenues for 2011, compared with a net loss of $4.30 million on
$677,745 of revenues for 2010.
BEALL CORP: Gets Clearance to Auction Assets Next Month
-------------------------------------------------------
Marie Beaudette at Dow Jones' DBR Small Cap reports that a
bankruptcy judge said can Beall Corp. auction its assets next
month without a lead bidder to set a floor price.
Portland, Oregon-based Beall Corporation, a manufacturer of
lightweight, efficient, and durable tanker trucks, trailers and
related products, filed a Chapter 11 bankruptcy petition (Bankr.
D. Ore. Case No. 12-37291) on Sept. 24, 2012, estimating at least
$10 million in assets and liabilities. Founded in 1905, Beall has
four factories and nine sale branches across the U.S. The Debtor
has 285 employees, with an average weekly payroll of $300,000.
Judge Elizabeth L. Perris presides over the case. The Debtor has
tapped Tonkon Torp LLP as counsel.
Robert D. Miller Jr., the U.S. Trustee for Region 18, appointed
six members to the official committee of unsecured creditors.
Ball Janik LLP represents the Committee.
BERJAC OF OREGON: Trustee Sues Holcombs for Unjust Enrichment
-------------------------------------------------------------
Sherri Buri McDonald at The Register-Guard reports that on
Nov. 14, 2012, bankruptcy trustee Thomas Huntsberger for financial
firm Berjac filed a lawsuit in Lane County Circuit Court alleging
"unjust enrichment" against the Holcomb Family Limited
Partnership, which is controlled by the Holcomb brothers, and
seeking to tap the partnership's Pacific Continental Bank stock
and make the proceeds available to the bankruptcy estate.
The report notes Fred Holcomb co-founded Berjac in 1963 and was
also one of the founders of Eugene-based Pacific Continental Bank.
His sons Michael and Gary are now 50-50 partners in Berjac.
The report says, in late August, state regulators ordered Berjac
to stop selling "high-risk" investments. They fined the Holcomb
brothers $900,000 for selling unregistered securities without a
license and failing to inform investors of the risks associated
with Berjac's two lines of business: financing insurance premiums
for small businesses and financing real estate development.
About Berjac of Oregon
Berjac of Oregon filed a bare-bones Chapter 11 petition (Bankr. D.
Ore. Case No. 12-63884) in Eugene on Aug. 31, 2012. Its
affiliate, Berjac of Portland, Oregon, also sought Chapter 11
bankruptcy protection.
Berjac -- http://www.berjac.com/-- has provided insurance premium
financing to insureds in the Western United States since 1963.
Michael S. Holcomb, owns the Berjac partnerships with his brother
Gary.
According to The Oregonian, on the date of the bankruptcy filing,
state regulators fined Berjac $900,000, saying that 275 investors
might have lost up to $35 million making risky loans to the
Holcombs' firms. The Oregonian said state officials moved quickly
to issue a press release before the Labor Day weekend to warn
other investors of the firm's alleged illegal scheme and apparent
financial woes.
In cease-and-desist orders issued late August 2012, the Oregon
Division of Finance and Corporate Securities accused Berjac and
the Holcomb brothers of violating Oregon securities laws. The
orders allege the Holcombs sold unsecured notes to investors
without registering them, getting a license or offering investors
a detailed prospectus.
Judge Frank R. Alley, III, presides over the case. The Law
Offices of Keith Y. Boyd, Esq., serves as the Debtors' counsel.
Berjac of Oregon disclosed $5,412,444 in assets and $44,761,597 in
liabilities as of the Chapter 11 filing.
Thomas A. Huntsberger is appointed as the Chapter 11 trustee.
Thomas A. Geber and the law firm of Bullivant Houser Bailey,
P.C.O, serves as the trustee's general counsel.
The seven-member Official Committee of Unsecured Creditors is
represented by David B. Mills.
BIG SANDY: Mile High Owner Battles Investors Over $21MM Tax Refund
------------------------------------------------------------------
Katy Stech at Dow Jones' DBR Small Cap reports that after bleeding
red ink for years, struggling Mile High Bank chain in Colorado has
amassed a $21 million tax refund that has started a fight between
the bank's holding company and a group of investors who say that
the holding company---and not the bank---should get the refund
money.
Founded in 1991, Big Sandy Holding Company is a Colorado
corporation registered as a bank holding company under the Bank
Holding Company Act of 1956, as amended. Big Sandy is the direct
corporate parent of Mile High Banks, a Colorado state chartered
Bank.
Big Sandy filed for Chapter 11 bankruptcy (Bankr. D. Colo. Case
No. 12-30138) on Sept. 27, 2012, to recapitalize the Bank.
Bankruptcy Judge Michael E. Romero presides over the case.
Michael J. Pankow, Esq., and Joshua M. Hantman, Esq., at
Brownstein Hyatt Farber Schreck, LLP, serve as the Debtor's
counsel.
In its petition, Big Sandy estimated $10 million to $50 million in
assets and debts. The petition was signed by Dan Allen,
chairman/CEO/president.
Big Sandy has a deal to sell substantially all of its assets --
essentially 100% of the issued and outstanding capital stock of
Mile High Banks -- Strategic Growth Bancorp Inc., subject to
higher and better offers. Strategic is prepared to proceed with a
transaction which would recapitalize the Bank in accordance with
regulatory requirements -- by up to $90 million -- and acquire the
Bank from the Debtor for $5.5 million.
BILLMYPARENTS INC: William Hernandez Appointed President
--------------------------------------------------------
The Board of Directors of BillMyParents, Inc., appointed William
Hernandez, 55, as President of the Company effective Nov. 12,
2012. Michael R. McCoy (previously the Chief Executive Officer
and President) will remain in his positions as the Chief Executive
Officer and Chairman of the Board of Directors of the Company.
Mr. Hernandez brings over 30 years' experience in the global
financial services, payments, transaction processing, card
network, and brokerage industries. From 2008 to 2012, Mr.
Hernandez was President and CEO of Conifer Consulting Group, a
unique financial services and payments consulting company that
provides a broad range of strategic and project-based services to
financial institutions supporting credit and debit card
portfolios, card associations, private label card issuers, payment
products companies, merchant acquirers, processors, retail bank
and merchants to the US and global markets. From 2006 to 2008,
Mr. Hernandez was Executive Vice President at Epana/Unidos
Financial, a financial services and telecommunications company
delivering relevant products (Prepaid Debit, Money Transfer, Bill
Payment, Loyalty, Prepaid Phone cards, Small Business Loans, etc.)
to Hispanics in the US and Mexico. From 2005 to 2006 Mr.
Hernandez was Executive Vice President of First Data Corporation
where he directed the US Card Strategic Financial Services
organization supporting key clients such as such as American
Express, Capital One, HSBC, Discover Financial and Bank of
America. From 1998 to 2005, Mr. Hernandez was a Senior Vice
President of the Americas for MasterCard International, managing
sales and business relationship teams nationally for the largest
US-based financial institutions such as GE, US Bank, Bank One,
Wells Fargo, Barclays, Bank of America, USAA, RBS Citizens, WAMU,
Fifth Third, etc. Prior to MasterCard, Mr. Hernandez was employed
by Citibank for eleven (11) years, where he held various
international executive positions and where he spearheaded global
consumer banking and consumer card products, services and access
channel for Citibank's businesses in the United States, Latin
America, Europe and Asia. Mr. Hernandez has also previously held
executive positions at Financial Guaranty Insurance Co., Shearson
American Express and Manufacturers Hanover Trust Company.
On Nov. 12, 2012, the Company and Mr. Hernandez formalized the
Hernandez Employment Agreement. Pursuant to the terms of the
Hernandez Employment Agreement, Mr. Hernandez's compensation
consists of the following: (i) an annual salary of $350,000; (ii)
eligibility for an annual cash bonus equal to fifty percent (50%)
of Mr. Hernandez's annual salary, upon criteria to be determined
(the first year's bonus to be guaranteed by the Company); and
(iii) options to purchase up to five million shares of Company
common stock at an exercise price of $0.49 per share, of which one
million options vest immediately and the remaining four million
options vest equally over a thirty-six month period.
About BillMyParents
San Diego, Calif.-based BillMyParents, Inc., markets prepaid cards
with special features aimed at young people and their parents.
BMP is designed to enable parents and young people to collaborate
toward the goal of responsible spending.
In the auditors' report accompanying the consolidated financial
statements for the year ended Dec. 31, 2011, BDO USA, LLP,
expressed substantial doubt about the Company's ability to
continue as a going concern. BDO noted that the Company has
incurred net losses since inception and has an accumulated
deficit, and stockholders' deficiency at Sept. 30, 2011.
The Company reported a net loss of $14.2 million for the fiscal
year ended Sept. 30, 2011, compared with a net loss of
$6.9 million for the fiscal year ended Sept. 30, 2010.
The Company's balance sheet at June 30, 2012, showed $7.83 million
in total assets, $1.47 million in total liabilities, all current,
and $6.36 million in total stockholders' equity.
BIOFUELS POWER: Has $920,000 Loss in 9 Months Ended Sept. 30
------------------------------------------------------------
Biofuels Power Corporation filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
a net loss of $919,615 on $0 of sales for the nine months ended
Sept. 30, 2012, compared with a net loss of $1.02 million on $0 of
sales for the same period during the prior year.
The Company's balance sheet at Sept. 30, 2012, showed $1.37
million in total assets, $6.88 million in total liabilities, and a
$5.50 million total stockholders' deficit.
A copy of the Form 10-Q is available for free at:
http://is.gd/YqPEYM
Biofuels Power
Humble, Tex.-based Biofuels Power Corporation is a distributed
energy company that is pioneering the use of biodiesel to fuel
small electric generating facilities that are located in close
proximity to end-users. BPC's first power plant is currently
located near Houston, Texas in the city of Oak Ridge North.
The Company reported a net loss of $1.28 million on $0 of sales in
2011, compared with a net loss of $2.05 million on $0 of sales in
2010.
Following the 2011 results, Clay Thomas, P.C., in Houston, Texas,
expressed substantial doubt about the Company's ability to
continue as a going concern. The independent auditors noted that
the Company has suffered significant losses and will require
additional capital to develop its business until the Company
either (1) achieves a level of revenues adequate to generate
sufficient cash flows from operations; or (2) obtains additional
financing necessary to support its working capital requirements.
BLUEGREEN CORP: BFC Financial Discloses 53.6% Equity Stake
----------------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, BFC Financial Corporation and Woodbridge
Holdings, LLC, disclosed that, as of Nov. 14, 2012, they
beneficially own 16,922,953 shares of common stock of Bluegreen
Corporation representing 53.6% of the shares outstanding. BFC
Financial previously reported beneficial ownership of 54% of the
outstanding shares as of Dec. 16, 2011. A copy of the filing is
available for free at http://is.gd/veGdVa
About Bluegreen Corp.
Bluegreen Corporation -- http://www.bluegreencorp.com/-- provides
places to live and play through its resorts and residential
community businesses.
The Company reported a net loss of $17.25 million in 2011,
compared with a net loss of $43.96 million in 2010.
The Company's balance sheet at June 30, 2012, showed $1.04 billion
in total assets, $716.94 million in total liabilities, and
$325.75 million in total shareholders' equity.
* * *
In December 2010, Standard & Poor's Rating Services raised its
corporate credit rating on Bluegreen Corp to 'B-' from 'CCC'.
BRUNO'S SUPERMARKETS: Millbrook Commons Entitled to 3 Months' Rent
------------------------------------------------------------------
District Judge Mark E. Fuller ruled Millbrook Commons LLC accepted
Bruno's Supermarkets LLC's abandonment of a shopping center lease
in Millbrook, Alabama, on Aug. 10, 2009, when the landlord re-let
the Property to Triple N. Judge Fuller said Millbrook is entitled
to unpaid rent from May 1 through Aug. 10, 2009, in the amount of
$99,009 (3 months rent at $29,799 per month plus 10 days rent at
$961.25 per day), plus pre-judgment interest in the amount of
$24,387.66 (7.5% per annum, $20.34 per day, from Aug. 10, 2009, to
Nov. 20, 2012), from Koninklijke Ahold, N.V., which acquired
Bruno's in 2001 and guaranteed Bruno's obligations under the
lease.
The case is, KONINKLIJKE AHOLD, N.V., Plaintiff/Counterclaim-
Defendant, v. MILLBROOK COMMONS, LLC, et al., Defendants/
Counterclaim-Plaintiffs, Case No. 2:10-cv-1060-MEF (M.D. Ala.). A
copy of the District Court's Nov. 20, 2012 Opinion is available at
http://is.gd/DjmYqZfrom Leagle.com.
About Bruno's Supermarkets
Bruno's Supermarkets LLC -- now known as BFW Liquidation, LLC --
was a privately held company headquartered in Birmingham, Alabama.
It was the parent company of the Bruno's, Food World, and FoodMax
grocery store chains, which includes 23 Bruno's, 41 Food World,
and 2 FoodMax locations in Alabama and the Florida panhandle.
Founded in 1933, Bruno's operated as an independent company since
2007 after undergoing several transitions and changes in ownership
starting in 1995.
Bruno's filed for Chapter 11 relief on Feb. 5, 2009 (Bankr.
N.D. Ala. Case No. 09-00634). At that time, it was owned by
Dallas-based Lone Star Funds.
Burr & Forman LLP served as the Debtor's lead counsel. Najjar
Denaburg, P.C., served as the Debtor's conflicts counsel.
Greenberg Traurig, LLP, acted as the official committee of
unsecured creditors' counsel. Alvarez & Marsal served as the
Debtor's restructuring advisor. Bruno's estimated between
$100 million and $500 million each in assets and debts in its
Chapter 11 petition.
During the 2009 bankruptcy, Bruno's sold 56 of its stores to C&S
Wholesale Grocers Inc., for $45.8 million.
CAESARS ENTERTAINMENT: Inks Employment Pact with Donald Colvin
--------------------------------------------------------------
Donald A. Colvin and Caesars Entertainment Operating Company,
Inc., a wholly-owned subsidiary of Caesars Entertainment
Corporation, entered into an employment agreement.
The Agreement provides for a base salary of $700,000 per year,
subject to review by the Company. Mr. Colvin will participate in
the Company's annual incentive bonus program applicable to his
position. He received a lump sum payment of $150,000 upon signing
the Agreement. The Agreement expires four years after the
effective date and at each anniversary of the effective dates
unless, at least six months prior to that anniversary, the Company
or Mr. Colvin delivers a written notice to the other party that
the employment period shall not be so extended. The Agreement
provides for the standard benefits that the Company makes
available to its executive officers.
Under the Agreement, upon a termination without cause, a
resignation by Mr. Colvin for good reason or upon the Company's
delivery of a notice of non-renewal of the Agreement, Mr. Colvin
will be entitled to unreimbursed business expenses and base salary
earned but not paid through the date of termination. In addition,
Mr. Colvin will receive a cash severance payment equal to 1.5
times his base salary payable in equal installments during the 18
months following that termination. In the event that Mr. Colvin's
employment is terminated by reason of his disability, he will be
entitled to apply for the Company's long term disability benefits,
and, if he is accepted for those benefits, he will receive 18
months of base salary continuation offset by any long term
disability benefits to which he is entitled during such period of
salary continuation. Furthermore, during the time that Mr. Colvin
receives his base salary during the period of salary continuation,
he will be entitled to all benefits. Payment of any severance
benefits is contingent upon the execution of a general release in
favor of the Company and its affiliates.
Additionally, the Company has agreed that Mr. Colvin be paid a
bonus for fiscal years 2012 and 2013, pro-rated, of not less than
his target bonus percentage of 75% of his then current salary.
Mr. Colvin will be eligible for awards under our equity plans,
which would be awarded by the designated committees of the
Company's Board of Directors.
About Caesars Entertainment
Caesars Entertainment Corp., formerly Harrah's Entertainment Inc.
-- http://www.caesars.com/-- is one of the world's largest casino
companies, with annual revenue of $4.2 billion, 20 properties on
three continents, more than 25,000 hotel rooms, two million square
feet of casino space and 50,000 employees. Caesars casino resorts
operate under the Caesars, Bally's, Flamingo, Grand Casinos,
Hilton and Paris brand names. The Company has its corporate
headquarters in Las Vegas.
Harrah's announced its re-branding to Caesar's on mid-November
2010.
The Company reported a net loss of $666.70 million in 2011, and a
net loss of $823.30 million in 2010.
The Company's balance sheet at Sept. 30, 2012, showed $28.34
billion in total assets, $28.22 billion in total liabilities and
$114.7 million in total Caesars stockholders' equity.
* * *
As reported by the TCR on March 28, 2012, Moody's Investors
Service upgraded Caesars Entertainment Corp's Corporate Family
Rating (CFR) and Probability of Default Rating both to Caa1 from
Caa2. The upgrade of Caesars' ratings reflects very good
liquidity, an improving operating outlook for gaming in a number
of the company's largest markets that is expected to drive
earnings growth, the completion of a bank amendment that resulted
in the extension of debt maturities to 2018 from 2015, and the
public listing of the company's equity that increases financial
flexibility by providing it with another potential source of
capital. The upgrade of the SGL rating reflects minimal debt
maturities over the next few years, significant cash balances
(approximately $900 million at December 31, 2011) and revolver
availability that will be more than sufficient to fund the
company's cash interest and capital spending needs.
In the Aug. 17, 2012, edition of the TCR, Standard & Poor's
Ratings Services revised its rating outlook on Las Vegas-based
Caesars Entertainment Corp. and wholly owned subsidiary Caesars
Entertainment Operating Co. Inc. to negative from stable. "We
affirmed all other ratings on the companies, including our 'B-'
corporate credit rating," S&P said.
As reported by the TCR on Aug. 17, 2012, Fitch Ratings affirmed
CEC's long-term issuer default rating at 'CCC'.
CAREY LIMOUSINE: Fights Committee's Bid to Move Ch. 11 Case
-----------------------------------------------------------
Stewart Bishop at Bankruptcy Law360 reports that Carey Limousine
L.A. Inc. on Tuesday pushed back against a move by the unsecured
creditors committee to shift its Chapter 11 case from Delaware to
California, arguing the convenience of a handful of unsecured
creditors shouldn't outweigh the efficient administration of the
action.
Bankruptcy Law360 relates that Carey said the venue of Delaware
was selected because it is the most convenient and cost-effective
court for the witnesses, parties in interest and others most
likely to play significant roles as the case plays out.
Carey Limousine L.A., Inc., filed a Chapter 11 petition (Bankr. D.
Del. Case No. 12-12664) on Sept. 25, 2012. Carey Limousine, a
subsidiary of Carey International, is one of the largest
chauffeured transportation services companies in Southern
California.
CENTRAL EUROPEAN: Amends Q2 Financials to Correct Write-Offs
------------------------------------------------------------
Central European Distribution Corporation filed with the U.S.
Securities and Exchange Commission amendment no. 1 to its
quarterly report for the period ended June 30, 2012.
The Company restated the Original Filing to correct an excess
write-off of accounts receivable previously recorded to account
for promotional compensation granted to one customer at the
Russian Alcohol Group, its main operating subsidiary in Russia.
The excess write-off resulted in an inadvertent understatement of
the Company's accounts receivable.
The amended statements of operations for the three months ended
June 30, 2012, reflect a net loss attributable to the Company of
$87.68 million for the three months ended June 30, 2012, compared
with a net loss of $93.6 million as originally reported. The
Company also reported a net loss attributable to the Company of
$27.50 million for the six months ended June 30, 2012, compared
with a net loss of $33.5 million as previously reported.
The restated balance sheet as of June 30, 2012, showed $1.87
billion in total assets, $1.67 billion in total liabilities,
$29.55 million in temporary equity and $163.74 million in total
stockholders' equity. The Company originally disclosed $1.869
billion in total assets, $1.681 billion in total liabilities,
$29.6 million of temporary equity, and stockholders' equity of
$158.1 million.
A copy of the amended Q2 Form 10-Q is available for free at:
http://is.gd/wnADQL
About CEDC
Mt. Laurel, New Jersey-based Central European Distribution
Corporation is one of the world's largest vodka producers and
Central and Eastern Europe's largest integrated spirit beverages
business with its primary operations in Poland, Russia and
Hungary.
Ernst & Young Audit sp. z o.o., in Warsaw, Poland, expressed
substantial doubt about Central European'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
certain of the Company's credit and factoring facilities are
coming due in 2012 and will need to be renewed to manage its
working capital needs.
Liquidity
Certain credit and factoring facilities are coming due in 2012,
which the Company expects to renew. Furthermore, the Company's
Convertible Senior Notes are due on March 15, 2013. The Company's
current cash on hand, estimated cash from operations and available
credit facilities will not be sufficient to make the repayment of
principal on the Convertible Notes and, unless the transaction
with Russian Standard Corporation is completed the Company may
default on them. The Company's cash flow forecasts include the
assumption that certain credit and factoring facilities that are
coming due in 2012 will be renewed to manage working capital
needs. Moreover, the Company had a net loss and significant
impairment charges in 2011 and current liabilities exceed current
assets at June 30, 2012. These conditions raise substantial doubt
about the Company's ability to continue as a going concern.
The transaction with Russian Standard Corporation is subject to
certain risks, including shareholder approval which may not be
obtained. The Company's 2012 Annual Meeting of Stockholders,
which was postponed due to the need to restate the Company's
financial statements, is expected to be held as soon as
practicable. The Company believes that if the transaction is
completed as scheduled, the Convertible Notes will be repaid by
their maturity date, which would substantially reduce doubts about
the Company's ability to continue as a going concern.
* * *
As reported by the TCR on Aug. 10, 2012, Standard & Poor's Ratings
Services kept on CreditWatch with negative implications its 'CCC+'
long-term corporate credit rating on U.S.-based Central European
Distribution Corp. (CEDC), the parent company of Poland-based
vodka manufacturer CEDC International sp. z o.o.
"The CreditWatch status reflects our view that uncertainties
remain related to CEDC's ongoing accounting review and that
CEDC's liquidity could further and substantially weaken if there
was a breach of covenants which could lead to the acceleration of
the payment of the 2016 notes, upon receipt of a written notice
of 25% or more of the noteholders," S&P said.
In the Oct. 9, 2012, edition of the TCR, Moody's Investors Service
has downgraded the corporate family rating (CFR) and probability
of default rating (PDR) of Central European Distribution
Corporation (CEDC) to Caa2 from Caa1.
"The downgrade reflects delays in CEDC securing adequate
financing to repay its US$310 million of convertible notes due
March 2013 which are increasing Moody's concerns that the
definitive agreement for a strategic alliance between CEDC and
Russian Standard Corporation (Russian Standard) might not
conclude at the current terms," says Paolo Leschiutta, a Moody's
Vice President - Senior Credit Officer and lead analyst for CEDC.
CENTRAL EUROPEAN: Reports $35.7 Million Net Income in 3rd Quarter
-----------------------------------------------------------------
Central European Distribution Corporation filed with the U.S.
Securities and Exchange Commission its quarterly report on Form
10-Q disclosing net income attributable to the Company of $35.76
million on $401.11 million of sales for the three months ended
Sept. 30, 2012, compared with a net loss attributable to the
Company of $848.73 million on $432.94 million of sales for the
same period a year ago.
For the nine months ended Sept. 30, 2012, the Company reported net
income attributable to the Company of $8.26 million on $1.12
billion of sales, compared with a net loss attributable to the
Company of $854.10 million on $1.17 billion of sales for the same
period during the prior year.
The Company's balance sheet at Sept. 30, 2012, showed $1.98
billion in total assets, $1.73 billion in total liabilities,
$29.44 million in temporary equity, and $210.78 million in total
stockholders' equity.
Liquidity
Certain credit and factoring facilities are coming due in fourth
quarter of 2012, which the Company expects to renew. Furthermore,
the Company's Convertible Senior Notes are due on March 15, 2013.
The Company's current cash on hand, estimated cash from operations
and available credit facilities will not be sufficient to make the
repayment of principal on the Convertible Notes and, unless the
transaction with Russian Standard Corporation is completed the
Company may default on them. The Company's cash flow forecasts
include the assumption that certain credit and factoring
facilities that are coming due in fourth quarter of 2012 will be
renewed to manage working capital needs. Moreover, the Company
had a net loss and significant impairment charges in 2011 and
current liabilities exceed current assets at Sept. 30, 2012.
"These conditions raise substantial doubt about the Company's
ability to continue as a going concern," the Company said in its
quarterly report for the period ended Sept. 30, 2012.
A copy of the Form 10-Q is available for free at:
http://is.gd/o7sPtF
Former CEO Wants Meeting with Shareholders
William V. Carey, former President, Chief Executive Officer, and
Chairman of the Board and a major shareholder of CEDC, wrote a
letter to the members of the Board stating that he expects a board
meeting with the Company's major shareholders to discuss the
current status of CEDC and CEDC's future plans. This is in light
of the concerns raised by Roustam Tariko and Mark Kaufman
(currently CEDC's largest shareholders collectively owning 25-30%
of CEDC's shares).
"Over the last twenty years, I have dedicated my life to building
CEDC into one of the largest producers of vodka in the world and
Central and Eastern Europe's largest integrated spirits business,"
Mr. Carey wrote. "Over the years, the Company has certainly
experienced various highs and lows, but has always found a way to
overcome the setbacks. I look forward to hearing about how the
Company plans to effectively address the current challenges."
As of Dec. 31, 2011, Mr. Carey beneficially owns 4,072,096 shares
of common stock of the Company representing 5.60% of the shares
outstanding. A copy of the Schedule 13G is available for free at:
http://is.gd/CmvBW5
On Nov. 19, 2012, Mr. Kaufmann sent a letter to the members of the
Special Committee of the Board of Directors of the Company in
response to the Special Committee's open letter to CEDC
shareholders and bondholders from last week. A copy of the letter
is available for free at http://is.gd/OMaglo
About CEDC
Mt. Laurel, New Jersey-based Central European Distribution
Corporation is one of the world's largest vodka producers and
Central and Eastern Europe's largest integrated spirit beverages
business with its primary operations in Poland, Russia and
Hungary.
Ernst & Young Audit sp. z o.o., in Warsaw, Poland, expressed
substantial doubt about Central European'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
certain of the Company's credit and factoring facilities are
coming due in 2012 and will need to be renewed to manage its
working capital needs.
* * *
As reported by the TCR on Aug. 10, 2012, Standard & Poor's Ratings
Services kept on CreditWatch with negative implications its 'CCC+'
long-term corporate credit rating on U.S.-based Central European
Distribution Corp. (CEDC), the parent company of Poland-based
vodka manufacturer CEDC International sp. z o.o.
"The CreditWatch status reflects our view that uncertainties
remain related to CEDC's ongoing accounting review and that
CEDC's liquidity could further and substantially weaken if there
was a breach of covenants which could lead to the acceleration of
the payment of the 2016 notes, upon receipt of a written notice
of 25% or more of the noteholders," S&P said.
In the Oct. 9, 2012, edition of the TCR, Moody's Investors Service
has downgraded the corporate family rating (CFR) and probability
of default rating (PDR) of Central European Distribution
Corporation (CEDC) to Caa2 from Caa1.
"The downgrade reflects delays in CEDC securing adequate
financing to repay its US$310 million of convertible notes due
March 2013 which are increasing Moody's concerns that the
definitive agreement for a strategic alliance between CEDC and
Russian Standard Corporation (Russian Standard) might not
conclude at the current terms," says Paolo Leschiutta, a Moody's
Vice President - Senior Credit Officer and lead analyst for CEDC.
CENTRAL ILLINOIS ENERGY: Froehling Cleared in Malpractice Case
--------------------------------------------------------------
Bankruptcy Judge Thomas L. Perkins granted a motion for summary
judgment filed by defendants in a legal malpractice lawsuit by
Gary T. Rafool, as Trustee for the estate of Central Illinois
Energy, L.L.C.
The Trustee alleges Michael E. Evans and Froehling, Weber &
Schell, LLP, as "general counsel" to the Debtor, owed it a duty to
determine the effect that the filing of bankruptcy would have upon
the Debtor's right to call $8.7 million in pre-bankruptcy letters
of credit to be issued by Calyon Credit Agricole CIB, and to
counsel the Debtor regarding necessary actions to be taken to
preserve its right to collect the sums payable to the Debtor
pursuant to those letters of credit.
The Defendants contend the Debtor's right to draw on the letters
of credit was not affected in any adverse way by the bankruptcy
filing.
The Court agrees, among other things, that the bankruptcy filing
did not affect the Debtor's right to draw upon the letters, even
if the Defendants breached a duty by failing to make the Debtor's
counsel aware of the letters, that breach could not have been the
proximate cause of any harm to the Debtors.
The lawsuit is, GARY T. RAFOOL, not individually but as Trustee
for the estate of Central Illinois Energy, L.L.C., Plaintiff, v.
MICHAEL E. EVANS and FROEHLING, WEBER & SCHELL, LLP, formerly
doing business as FROEHLING, WEBER, EVANS & SCHELL, LLP,
Defendants, Adv. Proc. No. 10-8026 (Bankr. C.D. Ill.). A copy of
the Court's Nov. 20, 2012 Opinion is available at
http://is.gd/cqpGNZfrom Leagle.com.
About Central Illinois Energy
and Central Illinois Energy Cooperative
Central Illinois Energy Cooperative, an Illinois agricultural
cooperative comprised of Central Illinois farmers, was formed in
2001, for the purpose of constructing, owning and operating a
grain handling facility and administration building. The
Cooperative owned a controlling interest in Central Illinois
Holding Company, LLC, the holding company for Central Illinois
Energy, LLC -- http://www.centralillinoisenergy.com/-- an entity
formed in March 2004, for the purpose of constructing, owning and
operating an ethanol production facility and waste-coal fired
power generating plant. The grain handling facility being
constructed by the Cooperative was located adjacent to the ethanol
plant being constructed by CIE. The farmers who were members of
the Cooperative, hoped to sell corn to CIE for processing into
ethanol and other byproducts.
The two construction projects, separately financed, were both in
serious financial trouble by June 2007. The entire project failed
within six months thereafter.
Canton, Illinois-based Central Illinois Energy LLC --
http://www.centralillinoisenergy.com/-- filed for Chapter 11
protection (Bankr. C.D. Ill. Case No 07-82817) on Dec. 13, 2007,
and Barry M. Barash, Esq., at Barash & Everett, LLC, represented
CIE. The U.S. Trustee for Region 10 was unable to appoint an
Official Committee of Unsecured Creditors in the case. When CIE
filed for protection from its creditors, it estimated assets
between $1 million to $100 million, and more than $100 million in
liabilities. Following a sale of substantially all of CIE's
assets for $80 million, the U.S. Trustee moved to convert the
case. The Bankruptcy Court ordered the conversion of the Chapter
11 case to a Chapter 7 liquidation proceeding on Aug. 4, 2008.
A Chapter 11 involuntary petition was filed against the
Cooperative (Bankr. C.D. Ill. Case No. 09-81409) on May 1, 2009.
HWS Energy Partners, LLC, the petitioning creditor, was
represented by Douglas S. Slayton, Esq. The Cooperative did not
file an answer and an order for relief was entered on June 18,
2009. The case was converted to Chapter 7 on July 16, 2009, on
the motion of the U.S. Trustee. Richard E. Barber was appointed
as Chapter 7 trustee.
CHILE MINING: Incurs $797,000 Net Loss in Sept. 30 Quarter
----------------------------------------------------------
Chile Mining Technologies Inc. filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
a net loss of US$979,000 on US$0 of sales for the three months
ended Sept. 30, 2012, compared with a net loss of US$349,858 on
US$70,729 of sales for the same period a year ago.
For the six months ended Sept. 30, 2012, the Company reported a
net loss of US$2.21 million on $34,829 of sales, compared with a
net loss of US$676,464 on US$133,938 of sales for the same period
during the prior year.
The Company's balance sheet at Sept. 30, 2012, showed US$8.72
million in total assets, US$11.24 and a US$2.51 million
stockholders' deficiency.
A copy of the Form 10-Q is available for free at:
http://is.gd/9UK6ml
About Chile Mining
Chile Mining Technologies Inc. is a mineral extraction company
based in the Republic of Chile, with copper as its principal "pay
metal." Its founders, Messrs. Jorge Osvaldo Orellana Orellana and
Jorge Fernando Pizarro Arriagada, have refined the electrowin
process in a way that permits the electrowin process to be used at
a relatively small mine and/or tailings sites. Electrowinning is
a process in which positive and negative electrodes are placed in
an acidic solution containing copper ions, and an electric current
passed through the solution causes the copper to be deposited on
the negative electrodes so that it can be collected.
Schwartz Levitsky Feldman LLP, in Toronto, Ontario, Canada,
expressed substantial doubt about Chile Mining's ability to
continue as a going concern following the fiscal year ended
March 31, 2012, annual report. The independent auditors noted
that the continuance of the Company is dependent upon its ability
to obtain financing and upon future profitable operations from the
production of copper.
The Company reported a net loss of US$3.95 million on US$433,554
of sales in fiscal 2012, compared with a net loss of
US$7.25 million on US$188,227 of sales in fiscal 2011.
CHINA EXECUTIVE: Incurs $746,000 Net Loss in Third Quarter
----------------------------------------------------------
China Executive Education Corp. filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
a net loss of US$746,455 on US$2.11 million of revenue for the
three months ended Sept. 30, 2012, compared with a net loss of
US$608,524 on US$2.78 million of revenue for the same period a
year ago.
For the nine months ended Sept. 30, 2012, the Company reported a
net loss of US$2.57 million on US$4.58 million of revenue,
compared with a net loss of US$4.79 million on US$5.66 million of
revenue for the same period during the prior year.
China Executive's balance sheet at Sept. 30, 2012, showed US$9.01
million in total assets, US$28.20 million in total liabilities and
a US$19.18 million total stockholders' deficiency.
A copy of the Form 10-Q is available for free at:
http://is.gd/UjwX9Q
About China Executive
Hangzhou, China-based China Executive Education Corp. is an
executive education company with operations in Hangzhou and
Shanghai, China. It operates comprehensive business training
programs that are designed to fit the needs of Chinese
entrepreneurs and to improve their leadership, management and
marketing skills, as well as bottom-line results.
Albert Wong & Co, in Hong Kong, China, issued a "going concern"
qualification on the financial statements for the year ended
Dec. 31, 2011. The independent auditors noted that the Company
has accumulated deficits as at Dec. 31, 2011, of $17,466,892
including net losses of $5,478,202 for the year ended Dec. 31,
2011, which raised substantial doubt about the Company's ability
to continue as a going concern.
The Company reported a net loss of US$5.47 million in 2011,
compared with a net loss of US$8.54 million in 2010.
CHINA GREEN: Reports $986,000 Net Income in Third Quarter
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China Green Creative, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
net income of $985,992 on $2.37 million of revenue for the three
months ended Sept. 30, 2012, compared with a net loss of $21,363
on $322,767 of revenue for the same period during the prior year.
For the nine months ended Sept. 30, 2012, the Company reported net
income of $1.53 million on $4.76 million of revenue, compared with
net income of $47,899 on $1.44 million of revenue for the same
period a year ago.
The Company's balance sheet at Sept. 30, 2012, showed $8.48
million in total assets, $8.01 million in total liabilities and
$477,036 in total stockholders' equity.
A copy of the Form 10-Q is available for free at:
http://is.gd/Ja8q91
About China Green
China Green Creative, Inc., located in Shenzhen, Guangdong
Province, People's Republic of China, is principally engaged in
the distribution of consumer goods and electronic products in the
PRC.
After auditing the 2011 results, Madsen & Associates CPA's, Inc.,
in Salt Lake City, Utah, expressed substantial doubt about China
Green Creative's ability to continue as a going concern. The
independent auditor noted that the Company does not have the
necessary working capital to service its debt and for its planned
activity.
The Company reported a net loss of $344,901 on $1.93 million of
revenues for 2011, compared with a net loss of $3.35 million on
$2.78 million of revenues for 2010.
CHINA TEL GROUP: Incurs $4 Million Net Loss in Third Quarter
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Velatel Global Communications, Inc., formerly known as China Tel
Group Inc., filed with the U.S. Securities and Exchange Commission
its quarterly report on Form 10-Q disclosing a net loss of $3.99
million on $1.02 million of revenue for the three months ended
Sept. 30, 2012, compared with a net loss of $7.22 million on
$115,371 of revenue for the same period during the prior year.
For the nine months ended Sept. 30, 2012, the Company reported a
net loss of $9.47 million on $2.10 million of revenue, compared
with a net loss of $17.97 million on $488,476 of revenue for the
same period a year ago.
The Company's balance sheet at Sept. 30, 2012, showed $21.55
million in total assets, $26.54 million in total liabilities and a
$4.99 million total stockholders' deficiency.
A copy of the Form 10-Q is available for free at :
http://is.gd/keX6og
About China Tel
Based in San Diego, California, and Shenzhen, China, China Tel
Group, Inc. (OTC BB: CHTL) -- http://www.ChinaTelGroup.com/--
provides high speed wireless broadband and telecommunications
infrastructure engineering and construction services. Through its
controlled subsidiaries, the Company provides fixed telephony,
conventional long distance, high-speed wireless broadband and
telecommunications infrastructure engineering and construction
services. ChinaTel is presently building, operating and deploying
networks in Asia and South America: a 3.5GHz wireless broadband
system in 29 cities across the People's Republic of China with and
for CECT-Chinacomm Communications Co., Ltd., a PRC company that
holds a license to build the high speed wireless broadband system;
and a 2.5GHz wireless broadband system in cities across Peru with
and for Perusat, S.A., a Peruvian company that holds a license to
build high speed wireless broadband systems.
After auditing the 2011 results, Kabani & Company, Inc., in Los
Angeles, California, expressed substantial doubt as to the
Company's ability to continue as a going concern. The independent
auditors noted that the Company has incurred a net loss for the
year ended Dec. 31, 2011, cumulative losses of $254 million since
inception, a negative working capital of $16.4 million and a
stockholders' deficiency of $9.93 million.
The Company reported a net loss of $21.79 million in 2011,
compared with a net loss of $66.62 million in 2010.
CICERO INC: Incurs $971,000 Net Loss in Third Quarter
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Cicero Inc. filed with the U.S. Securities and Exchange Commission
its quarterly report on Form 10-Q disclosing a net loss of
$971,000 on $569,000 of total operating revenue for the three
months ended Sept. 30, 2012, compared with a net loss of $936,000
on $734,000 of total operating revenue for the same period during
the prior year.
For the nine months ended Sept. 30, 2012, the Company reported net
income of $370,000 on $5.28 million of total operating revenue,
compared with a net loss of $1.91 million on $2.55 million of
total operating revenue for the same period a year ago.
The Company's balance sheet at Sept. 30, 2012, showed $3.52
million in total assets, $8.94 million in total liabilities and a
$5.42 million total stockholders' deficit.
A copy of the Form 10-Q is available for free at:
http://is.gd/tmcQKY
About Cicero Inc.
Cary, N.C.-based Cicero, Inc., provides business integration
software solutions and also provides technical support, training
and consulting services as part of its commitment to providing
customers with industry-leading solutions.
The Company focuses on the customer experience management market
with emphasis on desktop integration and business process
automation with its Cicero XM(TM) products. Cicero XM enables the
flow of data between different applications, regardless of the
type and source of the application, eliminating redundant entry
and costly mistakes.
The Company has extended the maturity dates of several debt
obligations that were due in 2011 to 2012, to assist with
liquidity and may attempt to extend these maturities again if
necessary. Despite the recent additions of several new clients,
the Company continues to struggle to gain additional sources of
liquidity on terms that are acceptable to the Company.
The Company reported a net loss of $2.97 million in 2011,
compared with a net loss of $459,000 in 2010.
CIRCLE STAR: Provides Operational Update in Northwest Kansas
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Circle Star Energy Corp. has permitted and staked a drilling
location in Trego county Kansas. In conjunction with the approved
drilling permit, CRCL has contracted a drilling rig and is slotted
to commence drilling in December.
Jeff Johnson, CRCL CEO, extolled, "I am very excited about the
drilling potential Trego County holds. We hope to achieve
promising results from our initial wells in Kansas, while
maintaining a long-term perspective toward generating intrinsic
asset value for our shareholders."
About Circle Star
Houston, Tex.-based Circle Star Energy Corp. owns royalty,
leasehold, operating, net revenue, net profit, reversionary and
other mineral rights and interests in certain oil and gas
properties in Texas. The Company's properties are in Crane,
Scurry, Victoria, Dimmit, Zavala, Grimes, Madison, Robertson,
Fayette, and Lee Counties.
The Company reported a net loss of $11.07 million on $942,150 of
total revenues for the year ended April 30, 2012, compared with a
net loss of $31,718 on $0 of total revenues during the prior
fiscal year.
Hein & Associates LLP, in Dallas, Texas, issued a "going concern"
qualification on the consolidated financial statements for the
year ended April 30, 2012. The independent auditors noted that
the Company has suffered recurring losses from operations and has
a working capital deficit which raise substantial doubt about the
Company's ability to continue as a going concern.
The Company's balance sheet at July 31, 2012, showed $8.36 million
in total assets, $4.46 million in total liabilities, and
$3.89 million in total stockholders' equity.
CIRCUS AND ELDORADO: First Amended Chapter 11 Plan Effective
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BankruptcyData.com reports that Circus and Eldorado Joint
Venture's First Amended Chapter 11 Plan became effective, and the
Company emerged from Chapter 11 protection. The Plan provides that
the Company's estimated $4.7 million in general unsecured claims
will be paid in full in cash in four equal quarterly installments,
the last of which will occur no later than one year after the
Plan's effective date.
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, was due and payable.
Judge Bruce T. Beesley presides over the Chapter 11 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.
August B. Landis, the 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.
In October 2012, the Bankruptcy Court confirmed Circus and
Eldorado's First Amended Joint Chapter 11 Plan of Reorganization.
Under the Plan, $4.7 million in general unsecured claims will be
paid in full in cash in four equal quarterly installments, the
last of which will occur no later than one year after the Plan's
effective date.
CLEAR CHANNEL: Bank Debt Trades at 20% Off in Secondary Market
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Participations in a syndicated loan under which Clear Channel
Communications, Inc., is a borrower traded in the secondary market
at 79.98 cents-on-the-dollar during the week ended Friday,
Nov. 23, a drop of 1.25 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 365 basis
points above LIBOR to borrow under the facility. The bank loan
matures on Jan. 30, 2016, and carries Moody's 'Caa1' rating and
Standard & Poor's 'CCC+' rating. The loan is one of the biggest
gainers and losers among 195 widely quoted syndicated loans with
five or more bids in secondary trading for the week ended Friday.
About Clear Channel
San Antonio, Texas-based CC Media Holdings, Inc. (OTC BB: CCMO) --
http://www.ccmediaholdings.com/-- is the parent company of Clear
Channel Communications, Inc. CC Media Holdings is a global media
and entertainment company specializing in mobile and on-demand
entertainment and information services for local communities and
premier opportunities for advertisers. The Company's businesses
include radio and outdoor displays.
For the six months ended June 30, 2012, the Company reported a net
loss attributable to the Company of $182.65 million on
$2.96 billion of revenue. Clear Channel reported a net loss of
$302.09 million on $6.16 billion of revenue in 2011, compared with
a net loss of $479.08 million on $5.86 billion of revenue in 2010.
The Company had a net loss of $4.03 billion on $5.55 billion of
revenue in 2009.
The Company's balance sheet at June 30, 2012, showed
$16.45 billion in total assets, $24.31 billion in total
liabilities, and a $7.86 billion total shareholders' deficit.
Bankruptcy Warning
At March 31, 2012, the Company had $20.7 billion of total
indebtedness outstanding. The Company said in its quarterly
report for the period ended March 31, 2012, that its ability to
restructure or refinance the debt will depend on the condition of
the capital markets and the Company's financial condition at that
time. Any refinancing of the Company's debt could be at higher
interest rates and increase debt service obligations and may
require the Company and its subsidiaries to comply with more
onerous covenants, which could further restrict the Company's
business operations. The terms of existing or future debt
instruments may restrict the Company from adopting some of these
alternatives. These alternative measures may not be successful
and may not permit the Company or its subsidiaries to meet
scheduled debt service obligations. If the Company and its
subsidiaries cannot make scheduled payments on indebtedness, the
Company or its subsidiaries, as applicable, will be in default
under one or more of the debt agreements and, as a result the
Company could be forced into bankruptcy or liquidation.
* * *
As reported in the TCR on Oct. 17, 2012, Fitch Ratings has
affirmed the 'CCC' Issuer Default Rating (IDR) of Clear Channel
Communications, Inc. The Rating Outlook is Stable.
Fitch's ratings concerns center on the company's highly leveraged
capital structure, with significant maturities in 2016; the
considerable and growing interest burden that pressures FCF;
technological threats and secular pressures in radio broadcasting;
and the company's exposure to cyclical advertising revenue. The
ratings are supported by the company's leading position in both
the outdoor and radio industries, as well as the positive
fundamentals and digital opportunities in the outdoor advertising
space.
The TCR also reported in October 2012 that Standard & Poor's
Ratings Services assigned Clear Channel's proposed $2 billion
priority guarantee notes due 2019 an issue-level rating of 'CCC+'
(the same level as the 'CCC+' corporate credit rating on the
parent company) and a recovery rating of '4', indicating its
expectation for average (30% to 50%) recovery in the event of a
payment default.
"In addition, we are affirming our 'CCC+' corporate credit rating
on both the holding company, CC Media Holdings Inc., and operating
subsidiary Clear Channel, which we view on a consolidated basis;
the rating outlook is negative," said Standard & Poor's credit
analyst Jeanne Shoesmith.
"The CC Media Holdings Inc. reflects the company's steep debt
leverage and significant 2016 debt maturities. The proposed
transaction extends about $2 billion of debt from 2014 and 2016 to
2019 and reduces 2016 maturities from $12 billion to a little over
$10 billion. However, the interest rate on the new debt is about
5% higher than the existing term loan B debt. As a result, we
expect that EBITDA coverage of interest will be very thin at about
1.2x and that discretionary cash flow will be only modestly
positive in 2013, hindering the company's ability to repay debt
and afford additional refinancing transactions with similar
interest rate increases. The transaction increases the company's
flexibility to repay 2014 maturities (currently $1.5 billion),
which previously could only be repaid on a pro rata basis, and now
permits the company to exchange and extend $3 billion of
additional loans. We still view a significant increase in the
average cost of debt or deterioration in operating performance for
either cyclical, structural, or competitive reasons, as major
risks as the company proceeds with a strategy to deal with its
2016 maturities," S&P said.
CLEAR CHANNEL: Closes Offering of $2.7 Billion Senior Notes
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Clear Channel Outdoor Holdings, Inc., announced the closing of a
private offering of $735,750,000 aggregate principal amount of
6.50% Series A Senior Notes due 2022, which were issued at an
issue price of 99.0% of par, and $1,989,250,000 aggregate
principal amount of 6.50% Series B Senior Notes due 2022, which
were issued at par, by its indirect, wholly-owned subsidiary,
Clear Channel Worldwide Holdings, Inc.
Clear Channel Worldwide used the net proceeds from the offering of
the Notes, together with cash on hand, to (i) fund the repurchase
of Clear Channel Worldwide's existing 9.25% Series A Senior Notes
due 2017 and its existing 9.25% Series B Senior Notes due 2017 on
the early settlement date of the previously announced tender offer
for the Existing Notes as described below, (ii) make a deposit
with the trustee to fund the redemption of the Existing Notes that
remained outstanding following the early settlement of the tender
offer, and (iii) pay all related fees and expenses.
The Company announced the early settlement of Clear Channel
Worldwide's tender offer with respect to its Existing Notes. On
Nov. 19, 2012, Clear Channel Worldwide purchased $280,455,000
aggregate principal amount of Existing Series A Notes
(approximately 56% of outstanding Existing Series A Notes) and
$1,444,002,000 aggregate principal amount of Existing Series B
Notes (approximately 72% of outstanding Existing Series B Notes)
that had been tendered prior to 5:00 p.m., New York City time, on
Nov. 16, 2012.
The Company also announced that Clear Channel Worldwide has called
for redemption all of the remaining Existing Notes that were not
purchased on the early settlement date of the tender offer, in
accordance with the redemption provisions of the indentures
governing the Existing Notes. The redemption date for the
remaining outstanding Existing Notes will be Dec. 19, 2012. The
redemption price for the remaining outstanding Existing Notes will
be 106.9375% of the principal amount of the remaining outstanding
Existing Notes, or $1,069.38 per $1,000.00 principal amount of
Existing Notes, plus accrued and unpaid interest to, but not
including, the Redemption Date. In connection with the
redemption, Clear Channel Worldwide satisfied and discharged its
obligations under the Existing Notes Indentures in accordance with
the satisfaction and discharge provisions of the Existing Notes
Indentures, by depositing with the trustee sufficient funds to pay
all amounts owed in connection with the redemption of the
remaining outstanding Existing Notes. As a result of the
satisfaction and discharge of the Existing Notes Indentures, Clear
Channel Worldwide has been released from its remaining obligations
under the Existing Notes Indentures and the Existing Notes.
The tender offer will expire at 11:59 p.m., New York City time, on
Dec. 3, 2012. Holders of any remaining Existing Notes that
validly tender their Existing Notes after the Early Tender Date,
but on or prior to the Expiration Date, are entitled to receive
$1,044.38 per $1,000.00 principal amount of Existing Notes, plus
accrued and unpaid interest. The terms and conditions of the
tender offer are described in Clear Channel Worldwide?s Offer to
Purchase, dated as of Nov. 2, 2012. The Company's obligation to
consummate the tender offer is subject to the satisfaction or
waiver of certain conditions, which are more fully described in
the Offer to Purchase.
Goldman, Sachs & Co. and Credit Suisse Securities (USA) LLC are
acting as the dealer managers and D.F. King & Co., Inc. is the
tender agent and information agent for the tender offer. Requests
for documents may be directed to D.F. King & Co., Inc. at (800)
829-6551 (toll free) or (212) 269-5550 (collect). Questions
regarding the tender offer may be directed to Goldman, Sachs & Co.
at (800) 828-3182 (toll free) or (212) 902-5183 (collect) and
Credit Suisse Securities (USA) LLC at (800) 820-1653 (toll free)
or (212) 325-2476 (collect).
A copy of the Form 8-K is available for free at:
http://is.gd/VBcVws
About Clear Channel
San Antonio, Texas-based CC Media Holdings, Inc. (OTC BB: CCMO) --
http://www.ccmediaholdings.com/-- is the parent company of Clear
Channel Communications, Inc. CC Media Holdings is a global media
and entertainment company specializing in mobile and on-demand
entertainment and information services for local communities and
premier opportunities for advertisers. The Company's businesses
include radio and outdoor displays.
Clear Channel reported a net loss of $302.09 million on $6.16
billion of revenue in 2011, compared with a net loss of $479.08
million on $5.86 billion of revenue in 2010. The Company had a
net loss of $4.03 billion on $5.55 billion of revenue in 2009.
The Company's balance sheet at June 30, 2012, showed
$16.45 billion in total assets, $24.31 billion in total
liabilities, and a $7.86 billion total shareholders deficit.
Bankruptcy Warning
At March 31, 2012, the Company had $20.7 billion of total
indebtedness outstanding.
The Company said in its quarterly report for the period ended
March 31, 2012, that its ability to restructure or refinance the
debt will depend on the condition of the capital markets and the
Company's financial condition at that time. Any refinancing of
the Company's debt could be at higher interest rates and increase
debt service obligations and may require the Company and its
subsidiaries to comply with more onerous covenants, which could
further restrict the Company's business operations. The terms of
existing or future debt instruments may restrict the Company from
adopting some of these alternatives. These alternative measures
may not be successful and may not permit the Company or its
subsidiaries to meet scheduled debt service obligations. If the
Company and its subsidiaries cannot make scheduled payments on
indebtedness, the Company or its subsidiaries, as applicable, will
be in default under one or more of the debt agreements and, as a
result the Company could be forced into bankruptcy or liquidation.
* * *
The Troubled Company Reporter said on Feb. 10, 2012, Fitch Ratings
has affirmed the 'CCC' Issuer Default Rating of Clear Channel
Communications, Inc., and the 'B' IDR of Clear Channel Worldwide
Holdings, Inc., an indirect wholly owned subsidiary of Clear
Channel Outdoor Holdings, Inc., Clear Channel's 89% owned outdoor
advertising subsidiary. The Rating Outlook is Stable.
Fitch's ratings concerns center on the company's highly leveraged
capital structure, with significant maturities in 2014 and 2016;
the considerable and growing interest burden that pressures free
cash flow; technological threats and secular pressures in radio
broadcasting; and the company's exposure to cyclical advertising
revenue. The ratings are supported by the company's leading
position in both the outdoor and radio industries, as well as the
positive fundamentals and digital opportunities in the outdoor
advertising space.
CLEAR CHANNEL: CEO Swaps Stock Options for Restricted Stock
-----------------------------------------------------------
John E. Hogan serves as Chairman and Chief Executive Officer of
the Clear Channel Media & Entertainment division of Clear Channel
Communications, Inc., and its parent, CC Media Holdings, Inc. Mr.
Hogan's employment agreement with Clear Channel Broadcasting,
Inc., a subsidiary of the Company, contains provisions that
provide Mr. Hogan with (1) the opportunity to receive an
additional award of restricted stock units from CCMH if his stock
option awards do not achieve a certain value as of a specified
future date and (2) in the case of a termination by the Company
without cause, by Mr. Hogan for good reason or non-renewal of Mr.
Hogan's employment agreement by the Company, equity preservation
value payments linked to the value of his stock option awards on
the date of termination.
On Oct. 22, 2012, CCMH commenced an exchange program pursuant to
which it offered eligible employees (including Mr. Hogan) the
opportunity to exchange certain outstanding options to purchase
shares of CCMH's Class A common stock for restricted shares of
CCMH's Class A common stock. The Program ended on Nov. 19, 2012,
and Mr. Hogan elected to participate in the Program, exchanging
his outstanding stock options for restricted stock. As a
condition to his participation in the Program, the Guaranteed
Value Provisions of his employment agreement were amended on
Nov. 19, 2012, to reflect the exchange of his stock options for
restricted stock in the Program, so that the Guaranteed Value
Provisions are now offset by the value of the restricted stock
received in the Program rather than the stock option awards, which
no longer exist after the closing of the Program.
About Clear Channel
San Antonio, Texas-based CC Media Holdings, Inc. (OTC BB: CCMO) --
http://www.ccmediaholdings.com/-- is the parent company of Clear
Channel Communications, Inc. CC Media Holdings is a global media
and entertainment company specializing in mobile and on-demand
entertainment and information services for local communities and
premier opportunities for advertisers. The Company's businesses
include radio and outdoor displays.
Clear Channel reported a net loss of $302.09 million on $6.16
billion of revenue in 2011, compared with a net loss of $479.08
million on $5.86 billion of revenue in 2010. The Company had a
net loss of $4.03 billion on $5.55 billion of revenue in 2009.
The Company's balance sheet at June 30, 2012, showed
$16.45 billion in total assets, $24.31 billion in total
liabilities, and a $7.86 billion total shareholders deficit.
Bankruptcy Warning
At March 31, 2012, the Company had $20.7 billion of total
indebtedness outstanding.
The Company said in its quarterly report for the period ended
March 31, 2012, that its ability to restructure or refinance the
debt will depend on the condition of the capital markets and the
Company's financial condition at that time. Any refinancing of
the Company's debt could be at higher interest rates and increase
debt service obligations and may require the Company and its
subsidiaries to comply with more onerous covenants, which could
further restrict the Company's business operations. The terms of
existing or future debt instruments may restrict the Company from
adopting some of these alternatives. These alternative measures
may not be successful and may not permit the Company or its
subsidiaries to meet scheduled debt service obligations. If the
Company and its subsidiaries cannot make scheduled payments on
indebtedness, the Company or its subsidiaries, as applicable, will
be in default under one or more of the debt agreements and, as a
result the Company could be forced into bankruptcy or liquidation.
* * *
The Troubled Company Reporter said on Feb. 10, 2012, Fitch Ratings
has affirmed the 'CCC' Issuer Default Rating of Clear Channel
Communications, Inc., and the 'B' IDR of Clear Channel Worldwide
Holdings, Inc., an indirect wholly owned subsidiary of Clear
Channel Outdoor Holdings, Inc., Clear Channel's 89% owned outdoor
advertising subsidiary. The Rating Outlook is Stable.
Fitch's ratings concerns center on the company's highly leveraged
capital structure, with significant maturities in 2014 and 2016;
the considerable and growing interest burden that pressures free
cash flow; technological threats and secular pressures in radio
broadcasting; and the company's exposure to cyclical advertising
revenue. The ratings are supported by the company's leading
position in both the outdoor and radio industries, as well as the
positive fundamentals and digital opportunities in the outdoor
advertising space.
COMMONWEALTH BIOTECHNOLOGIES: Posts $640K Third Quarter Profit
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Commonwealth Biotechnologies, Inc., filed with the U.S. Securities
and Exchange Commission its quarterly report on Form 10-Q
disclosing net income of $640,287 on $0 of revenue for the three
months ended Sept. 30, 2012, compared with a net loss of $36,041
on $0 of revenue for the same period during the prior year.
For the nine months ended Sept. 30, 2012, the Company reported net
income of $410,953 on $0 of revenue, compared with a net loss of
$64,795 on $0 of revenue for the same period during the preceding
year.
The Company's balance sheet at Sept. 30, 2012, showed $978,238 in
total assets, $886,434 in total liabilities and $91,804 in total
stockholders' equity.
A copy of the Form 10-Q is available for free at:
http://is.gd/EhtwAi
About Commonwealth Biotechnologies
Based in Midlothian, Virginia, Commonwealth Biotechnologies, Inc.,
was a specialized life sciences outsourcing business that offered
cutting-edge expertise and a complete array of Peptide-based
discovery chemistry and biology products and services through its
wholly owned subsidiary Mimotopes Pty Limited.
Commonwealth Biotechnologies Inc. filed for Chapter 11 bankruptcy
protection (Bankr. E.D. Va. Case No. 11-30381) on Jan. 20, 2011.
Judge Kevin R. Huennekens presides over the case. Paula S. Beran,
Esq., at Tavenner & Beran, PLC, represents the Debtor. The Debtor
estimated both assets and debts of between $1 million and
$10 million.
On April 7, 2011, the Bankruptcy Court approved the private sale
of Mimotopes for a gross sales price of $850,000. The sale closed
on April 29, 2011. Mimotopes was deconsolidated during the second
quarter of 2011.
COMMUNICATION INTELLIGENCE: Closes $1.1 Million in Financing
------------------------------------------------------------
Communication Intelligence Corporation completed its recently
announced financing transaction. Following the Company's 2012
annual meeting held on Nov. 13, 2012, CIC closed on an additional
$1.1 million in cash and converted approximately $3.3 million in
unsecured promissory notes into shares of preferred stock. The
consummation of the financing resulted in the issuance of
approximately $4.4 million in Series D-1 and Series D-2 Preferred
Stock.
"The Series D Preferred is attractively priced with an average
conversion price of $0.0435 per share," stated Philip Sassower,
CIC's Chairman and chief executive officer. "We believe our
ability to attract funding at a higher valuation reflects CIC's
recent performance improvements, our investor group's ongoing
commitment to the Company and our shareholders' support of the
strategies being implemented by our management team."
About Communication Intelligence
Redwood Shores, California-based Communication Intelligence
Corporation is a supplier of electronic signature products and the
recognized leader in biometric signature verification.
In its audit report accompanying the financial statements for
2011, PMB Helin Donovan, LLP, in San Francisco, Calif.,
expressed substantial doubt about Communication Intelligence's
ability to continue as a going concern. The independent auditors
noted that of the Company's significant recurring losses and
accumulated deficit.
The Company reported a net loss of $4.50 million for 2011,
compared with a net loss of $4.16 million for 2010.
The Company's balance sheet at Sept. 30, 2012, showed $3.07
million in total assets, $5.11 million in total liabilities and a
$2.03 million total stockholders' deficit.
COMSTOCK MINING: Completes $8.1 Million Public Offering
-------------------------------------------------------
Comstock Mining Inc. successfully completed its previously
announced public offering of 3,692,673 shares of its common stock.
The net proceeds to the Company from the offering will be
approximately $7.2 million, after deducting underwriting
discounts, commissions and estimated offering expenses. The
Company intends to use the net proceeds from the offering for
working capital, bonding/permitting and general corporate
purposes.
Global Hunter Securities, LLC, Aegis Capital Corp., and Moelis &
Company LLC are acting as joint-book running managers for the
offering and North Square Blue Oak Ltd, as co-manager for the
proposed offering.
Comstock priced the offering of approximately 3.7 million shares
of common stock at a price of $2.19 per share. The Company has
granted the underwriters a 30-day option to purchase up to 553,900
additional shares to satisfy any overallotments.
About Comstock Mining
Virginia City, Nev.-based Comstock Mining Inc. is a Nevada-based,
gold and silver mining company with extensive, contiguous property
in the historic Comstock district. The Company began acquiring
properties in the Comstock in 2003. Since then, the Company has
consolidated a substantial portion of the Comstock district,
secured permits, built an infrastructure and brought the
exploration project into test mining production. The Company
continues acquiring additional properties in the Comstock
district, expanding its footprint and creating opportunities for
exploration and mining. The goal of the Company's strategic plan
is to deliver stockholder value by validating qualified resources
(measured and indicated) and reserves (probable and proven) of
3,250,000 gold equivalent ounces by 2013, and commencing
commercial mining and processing operations by 2011, with annual
production rates of 20,000 gold equivalent ounces.
The Company reported a net loss of $11.61 million in 2011,
compared with a net loss of $60.32 million in 2010.
The Company's balance sheet at Sept. 30, 2012, showed $42.15
million in total assets, $29.95 million in total liabilities and
$12.19 million in total stockholders' equity.
COUDERT BROTHERS: Dechert Slams Suit Over Paris Office Deal
-----------------------------------------------------------
Eric Hornbeck at Bankruptcy Law360 reports that Dechert LLP asked
a New York federal court Friday to slash claims from Coudert
Brothers LLP's lawsuit over its 2005 takeover of Coudert's Paris
office, saying it had to absorb $10 million in employment-related
liabilities.
About Coudert Brothers
Coudert Brothers LLP was an international law firm specializing in
complex cross-border transactions and dispute resolution. The
firm had operations in Australia and China. Coudert filed for
Chapter 11 protection (Bankr. S.D.N.Y. Case No. 06-12226) on
Sept. 22, 2006. John E. Jureller, Jr., Esq., and Tracy L.
Klestadt, Esq., at Klestadt & Winters, LLP, represented the Debtor
in its restructuring efforts. Brian F. Moore, Esq., and David J.
Adler, Esq., at McCarter & English, LLP, represented the Official
Committee of Unsecured Creditors. Coudert scheduled total assets
of $30.0 million and total debts of $18.3 million as of the
Petition Date. The Bankruptcy Court in August 2008 signed an
order confirming Coudert's chapter 11 plan. The Plan contemplated
on paying 39% to unsecured creditors with $26 million in claims.
CYCLONE POWER: Incurs $741,000 Net Loss in Third Quarter
--------------------------------------------------------
Cyclone Power Technologies, Inc., filed with the U.S. Securities
and Exchange Commission its quarterly report on Form 10-Q
disclosing a net loss of $740,939 on $502,045 of revenue for the
three months ended Sept. 30, 2012, compared with a net loss of
$738,901 on $250,000 of revenue for the same period during the
prior year.
For the nine months ended Sept. 30, 2012, the Company reported a
net loss of $2.40 million on $882,490 of revenue, compared with a
net loss of $23.17 million on $250,000 of revenue for the same
period a year ago.
The Company's balance sheet at Sept. 30, 2012, showed $1.62
million in total assets, $3.88 million in total liabilities and a
$2.25 million total stockholders' deficit.
A copy of the Form 10-Q is available for free at:
http://is.gd/i4SVzz
About Cyclone Power
Pompano Beach, Fla.-based Cyclone Power Technologies, Inc. (Pink
Sheets: CYPW) is a clean-tech engineering company, whose business
is to develop, commercialize and license its patented Rankine
cycle engine technology for applications ranging from renewable
power generation to transportation. The Company is the successor
entity to the business of Cyclone Technologies LLLP, a limited
liability limited partnership formed in Florida in June 2004.
Cyclone Technologies LLLP was the original developer and
intellectual property holder of the Cyclone engine technology.
The Company reported a net loss of $23.70 million in 2011,
compared with a net loss of $2.02 million in 2010.
In its audit report for the year ended Dec. 31, 2011, results,
Mallah Furman, in Fort Lauderdale, FL, noted that the Company's
dependence on outside financing, lack of sufficient working
capital, and recurring losses raises substantial doubt about its
ability to continue as a going concern.
DAVID CAVAN: Real Estate Ventures Face Investor Suits, Bankruptcy
-----------------------------------------------------------------
Mike Sunnucks, senior reporter at Phoenix Business Journal,
reports that David Cavan and some of his Arizona real estate
ventures are at the center of Chapter 11 bankruptcy filings and
lawsuits brought by investors in some of those projects.
According to the report, Mr. Cavan is a veteran of Arizona's real
estate industry. His holdings have included commercial property
in the Phoenix area and sizable interests in Sedona and Prescott.
The report notes several Cavan-related entities have filed for
Chapter 11 bankruptcy protection in the past couple of years
including Cavan Management Services.
DELTATHREE INC: D4 Holdings Discloses 76.2% Equity Stake
--------------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, D4 Holdings, LLC, and its affiliates
disclosed that, as of Nov. 13, 2012, they beneficially own
106,746,325 shares of common stock of deltathree, Inc.,
representing 76.2% of the shares outstanding. A copy of the
filing is available for free at http://is.gd/SUU8sn
About deltathree
Based in New York, deltathree, Inc. (OTC QB: DDDC) --
http://www.deltathree.com/-- is a global provider of video and
voice over Internet Protocol (VoIP) telephony services, products,
hosted solutions and infrastructures for service providers,
resellers and direct consumers.
After auditing the 2011 results, Brightman Almagor Zohar & Co.,
noted that Company's recurring losses from operations and
deficiency in stockholders' equity raise substantial doubt about
its ability to continue as a going concern.
The Company reported a net loss of $3.05 million in 2011, a net
loss of $2.49 million in 2010, and a net loss of $3.19 million in
2009.
The Company's balance sheet at Sept. 30, 2012, showed $1.81
million in total assets, $7.41 million in total liabilities and a
$5.60 million total stockholders' deficiency.
Bankruptcy Warning
"In view of the Company's current cash resources, nondiscretionary
expenses, debt and near term debt service obligations, the Company
may begin to explore all strategic alternatives available to it,
including, but not limited to, a sale or merger of the Company, a
sale of its assets, recapitalization, partnership, debt or equity
financing, voluntary deregistration of its securities, financial
reorganization, liquidation and/or ceasing operations," the
Company said in its quarterly report for the period ended June 30,
2012. "In the event that the Company requires but is unable to
secure additional funding, the Company may determine that it is in
its best interests to voluntarily seek relief under Chapter 11 of
the U.S. Bankruptcy Code."
DEWEY & LEBOEUF: US Trustee to File Papers on Disbandment
---------------------------------------------------------
Sara Randazzo, writing for The AM Law Daily, reported that
Bankruptcy Judge Martin Glenn last Wednesday heard arguments on
Dewey & LeBoeuf's bid to disband an official committee
representing the firm's former partners. Dewey's advisers argue
that the committee has served mainly to drain estate funds while
making few if any meaningful contributions to the bankruptcy's
proceedings.
According to the report, Judge Glenn heard arguments for more than
an hour and a half from lawyers representing constituencies in
favor of disbanding the former partners group -- including
JPMorgan Chase, the estate's largest secured lender -- as well as
from U.S. trustee lawyers who named the committee and David
Friedman of Kasowitz Benson Torres & Friedman, who represents the
group. According to the report, much of the debate centered on
whether or not Judge Glenn actually has the legal power to break
up the committee, or if that power rests solely with the U.S.
trustee's office, a government agency tasked with monitoring the
bankruptcy process. Judge Glenn also pressed the parties to
explain who exactly the former partners committee represents and
what they plan to do next. The judge also asked U.S. Trustee
Tracy Hope Davis to file papers by Tuesday saying whether or not
she wants the group disbanded.
The report noted the committee -- made up of two retirees apiece
from legacy firms Dewey Ballantine and LeBoeuf, Lamb, Greene &
MacRae -- has been among the most vocal critics of a $71.5 million
settlement plan struck by the estate and former Dewey partners
that frees participants from future claims brought by the estate
in exchange for cash payments ranging from $5,000 to $3.37
million. The report recounted that the group unsuccessfully tried
to persuade Judge Glenn not to approve the settlement, which he
did on October 9. The former partners subsequently appealed Judge
Glenn's decision in federal district court in Manhattan, arguing
that certain aspects of the deal require further scrutiny,
including into whether it benefits Dewey insiders at the expense
of others. An ad hoc committee of retirees, represented by Dorsey
& Whitney, has raised similar objections and is also appealing
Judge Glenn's decision.
According to AM Law Daily, Judge Glenn seemed skeptical of Dewey
lawyer Albert Togut's intentions, saying at one point during the
hearing, "What you're trying to do is pull the rug out from under
the committee who opposed the [partner contribution plan]." Judge
Glenn said that while he believes he was correct in approving the
settlement, he is not "infallible" and a judge assigned to the
appeal may reach a different conclusion about the deal.
The report related that Judge Glenn also said he is "very
concerned about the costs and what this additional committee is
doing," but noted that he hasn't yet signed off on any fee
requests from legal advisers working on the case.
The report also said Mr. Friedman countered that several other
legal advisers have also blown past their budgeted amounts.
Ms. Randazzo also reported that Dewey's bankruptcy advisers
indicated during the hearing they expect to file a Chapter 11
bankruptcy plan by Thanksgiving Day.
According to a Bloomberg News report, pursuant to the Chapter 11
liquidating plan and disclosure statement filed Nov. 21, the plan
incorporates the partner contribution plan approved by the
bankruptcy court in October where 440 former partners will receive
releases in return for $71.5 million in contributions. The
bankruptcy plan also is based on a newly proposed settlement
between secured lenders and the firm's official creditors'
committee. The plan offers secured lenders an approved secured
claim for $261.9 million, along with an approved unsecured $100
million deficiency claim for the shortfall in collections on their
collateral. Unsecured creditors will have $285 million in allowed
claim. In the new lender settlement, secured creditors would
permit $54 million in collection of accounts receivable to be
utilized in the liquidation. From the first $67.5 million
collected in the partners' settlement, the plan offers 80% to
secured lenders, with the remaining 20% earmarked for unsecured
creditors. Collections from the partners settlement above $67.5
million would be split 50-50 between secured and unsecured
creditors.
The Bloomberg report said the settlement calls for secured
creditors to receive no distribution on the $100 million
deficiency claim from the first $67.5 million from the partners'
settlement. If secured lenders don't agree to release partners,
they receive nothing from the partners' settlement payments. From
collection of other assets -- such as insurance, claims against
firm management and lawsuits -- the plan divides proceeds, with
lenders receiving 60% to 70% and unsecured creditors taking the
remainder.
A hearing to approve the explanatory Disclosure Statement is set
for Jan. 3 at 2:00 p.m. Objections to the Disclosure Statement
are due Dec. 24.
According to AM Law Daily, Mr. Togut said Wednesday that, if all
goes well a confirmation hearing on the plan should happen by the
end of February. Nate Raymond at Thomson Reuters News & Insight
reported that Dewey is aiming to have a hearing on its
confirmation on Feb. 27.
About Dewey & LeBoeuf
Dewey & LeBoeuf LLP sought Chapter 11 bankruptcy (Bankr. S.D.N.Y.
Case No. 12-12321) to complete the wind-down of its operations.
The firm had struggled with high debt and partner defections.
Dewey disclosed debt of $245 million and assets of $193 million in
its chapter 11 filing late evening on May 29, 2012.
Dewey & LeBoeuf LLP operated as a prestigious, New York City-
based, law firm that traced its roots to the 2007 merger of Dewey
Ballantine LLP -- originally founded in 1909 as Root, Clark & Bird
-- and LeBoeuf, Lamb, Green & MacCrae LLP -- originally founded in
1929. In recent years, more than 1,400 lawyers worked at the firm
in numerous domestic and foreign offices.
At its peak, Dewey employed about 2,000 people with 1,300 lawyers
in 25 offices across the globe. When it filed for bankruptcy,
only 150 employees were left to complete the wind-down of the
business.
Dewey's offices in Hong Kong and Beijing are being wound down.
The partners of the separate partnership in England are in process
of winding down the business in London and Paris, and
administration proceedings in England were commenced May 28. All
lawyers in the Madrid and Brussels offices have departed. Nearly
all of the lawyers and staff of the Frankfurt office have
departed, and the remaining personnel are preparing for the
closure. The firm's office in Sao Paulo, Brazil, is being
prepared for closure and the liquidation of the firm's local
affiliate. The partners of the firm in the Johannesburg office,
South Africa, are planning to wind down the practice.
The firm's ownership interest in its practice in Warsaw, Poland,
was sold to the firm of Greenberg Traurig PA on May 11 for
$6 million. The Pension benefit Guaranty Corp. took $2 million of
the proceeds as part of a settlement.
Judge Martin Glenn oversees the case. Albert Togut, Esq., at
Togut, Segal & Segal LLP, represents the Debtor. Epiq Bankruptcy
Solutions LLC serves as claims and notice agent. The petition was
signed by Jonathan A. Mitchell, chief restructuring officer.
JPMorgan Chase Bank, N.A., as Revolver Agent on behalf of the
lenders under the Revolver Agreement, hired Kramer Levin Naftalis
& Frankel LLP. JPMorgan, as Collateral Agent for the Revolver
Lenders and the Noteholders, hired FTI Consulting and Gulf
Atlantic Capital, as financial advisors. The Noteholders hired
Bingham McCutchen LLP as counsel.
The U.S. Trustee formed two committees -- one to represent
unsecured creditors and the second to represent former Dewey
partners. The creditors committee hired Brown Rudnick LLP led by
Edward S. Weisfelner, Esq., as counsel. The Former Partners hired
Tracy L. Klestadt, Esq., and Sean C. Southard, Esq., at Klestadt &
Winters, LLP, as counsel.
DEX MEDIA EAST: Bank Debt Trades at 36% Off in Secondary Market
---------------------------------------------------------------
Participations in a syndicated loan under which Dex Media East LLC
is a borrower traded in the secondary market at 64.07 cents-on-
the-dollar during the week ended Friday, Nov. 23, a drop of 0.30
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 on
Oct. 24, 2014. The loan is one of the biggest gainers and losers
among 195 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.
DIGITAL DOMAIN: Unlawful Penalty Doubled Debt, Investors Say
------------------------------------------------------------
Jamie Santo at Bankruptcy Law360 reports that a group of Digital
Domain Media Group Inc. investors launched an adversary suit in
Delaware bankruptcy court Tuesday claiming its senior creditors
inflated their secured claim by imposing an unlawful $28 million
penalty that doubled the special-effects shop's debt in six
months.
Bankruptcy Law360 relates that filed by PBC Digital Holdings LLC
and a trio of related Florida-based limited liability companies,
the complaint seeks to thwart the senior noteholders' $70 million
secured claim set to be repaid under the busted firm's final
debtor-in-possession financing order.
About Digital Domain
Port St. Lucie, Florida-based Digital Domain Media Group, Inc. --
http://www.digitaldomain.com/-- engaged in the creation of
original content animation feature films, and development of
computer-generated imagery for feature films and trans-media
advertising primarily in the United States.
Digital Domain Media Group, Inc. and 13 affiliates sought
Chapter 11 protection (Bankr. D. Del. Lead Case No. 12-12568) on
Sept. 11, 2012, to sell its business for $15 million to
Searchlight Capital Partners LP, subject to higher and better
offers.
At the auction on Sept. 21, the principal part of the business was
purchased by a joint venture between Galloping Horse America LLC,
an affiliate of Beijing Galloping Horse Co., and an affiliate of
Reliance Capital Ltd., based in Mumbai. The $36.7 million total
value of the contact includes $3.6 million to cure defaults on
contracts and $2.9 million in reimbursement of payroll costs.
Attorneys at Pachulski Stang Ziehl & Jones serve as counsel to the
Debtors. FTI Consulting, Inc.'s Michael Katzenstein is the chief
restructuring officer. Kurtzman Carson Consultants LLC is the
claims and notice agent.
An official committee of unsecured creditors appointed in the case
is represented by lawyers at Sullivan Hazeltine Allinson LLC and
Brown Rudnick LLP.
The company disclosed assets of $205 million and liabilities
totaling $214 million. Debt includes $40 million on senior
secured convertible notes plus $24.7 million in interest. There
is another issue of $8 million in subordinated secured convertible
notes.
The Debtors also have sought ancillary relief in Canada, pursuant
to the Companies' Creditors Arrangement Act in the Supreme Court
of British Columbia, Vancouver Registry.
DIGITAL DOMAIN: Lucasfilm Ltd Moves to Protect Patent Deal
----------------------------------------------------------
Stephanie Gleason at Dow Jones' DBR Small Cap reports that
LucasFilm Ltd., George Lucas's famed film studio that was recently
acquired by Walt Disney Co., is taking issue with Digital Domain
Media Group Inc.'s proposed intellectual-property sale, saying its
agreement with Digital Domain to use its three-dimensional patents
in an already-completed project can't be severed by the sale.
About Digital Domain
Port St. Lucie, Florida-based Digital Domain Media Group, Inc. --
http://www.digitaldomain.com/-- engaged in the creation of
original content animation feature films, and development of
computer-generated imagery for feature films and trans-media
advertising primarily in the United States.
Digital Domain Media Group, Inc. and 13 affiliates sought
Chapter 11 protection (Bankr. D. Del. Lead Case No. 12-12568) on
Sept. 11, 2012, to sell its business for $15 million to
Searchlight Capital Partners LP, subject to higher and better
offers.
At the auction on Sept. 21, the principal part of the business was
purchased by a joint venture between Galloping Horse America LLC,
an affiliate of Beijing Galloping Horse Co., and an affiliate of
Reliance Capital Ltd., based in Mumbai. The $36.7 million total
value of the contact includes $3.6 million to cure defaults on
contracts and $2.9 million in reimbursement of payroll costs.
Attorneys at Pachulski Stang Ziehl & Jones serve as counsel to the
Debtors. FTI Consulting, Inc.'s Michael Katzenstein is the chief
restructuring officer. Kurtzman Carson Consultants LLC is the
claims and notice agent.
An official committee of unsecured creditors appointed in the case
is represented by lawyers at Sullivan Hazeltine Allinson LLC and
Brown Rudnick LLP.
The company disclosed assets of $205 million and liabilities
totaling $214 million. Debt includes $40 million on senior
secured convertible notes plus $24.7 million in interest. There
is another issue of $8 million in subordinated secured convertible
notes.
The Debtors also have sought ancillary relief in Canada, pursuant
to the Companies' Creditors Arrangement Act in the Supreme Court
of British Columbia, Vancouver Registry.
DOLPHIN DIGITAL: Authorized Common Shares Hiked to 200MM Shares
---------------------------------------------------------------
Pursuant to stockholder action by written consent the shareholders
of Dolphin Digital Media, Inc., approved an amendment to the
Company's articles of incorporation to increase the number of
authorized shares of common stock from 100,000,000 shares to
200,000,000 shares. The board of directors of the Company and a
majority of the Company's stockholders consented to the amendment.
The amendment was filed with the State of Nevada on Nov. 13, 2012,
and became effective on that date. A copy of the amended Bylaws
is available for free at http://is.gd/hpi3r5
About Dolphin Digital
Coral Gables, Florida-based Dolphin Digital Media, Inc., is
dedicated to the twin causes of online safety for children and
high quality digital entertainment. By creating and managing
child-friendly social networking websites utilizing state-of the-
art fingerprint identification technology, Dolphin Digital Media,
Inc. has taken an industry-leading position with respect to
internet safety, as well as digital entertainment.
The Company reported a net loss of $1.23 million in 2011, compared
with a net loss of $5.63 million in 2010.
The Company's balance sheet at June 30, 2012, showed $2.55 million
in total assets, $5.92 million in total liabilities, all current,
and a $3.37 million total stockholders' deficit.
EAST COAST DIVERSIFIED: Incurs $1.03-Mil. Net Loss in 3rd Quarter
-----------------------------------------------------------------
East Coast Diversified Corporation filed with the U.S. Securities
and Exchange Commission its quarterly report on Form 10-Q
disclosing a net loss of $1.03 million on $131,024 of total
revenues for the three months ended Sept. 30, 2012, compared with
a net loss of $336,859 on $93,191 of total revenues for the same
period during the prior year.
For the nine months ended Sept. 30, 2012, the Company reported a
net loss of $3.29 million on $1.03 million of total revenues,
compared with a net loss of $832,381 on $463,283 of total revenues
for the same period a year ago.
The Company's balance sheet at Sept. 30, 2012, showed $2.44
million in total assets, $3.23 million in total liabilities, $1.10
million in contingent acquisition liabilities, $325,630 in amounts
payable in common stock, $175,339 in derivative liability and a
$2.39 million total stockholders' deficit.
A copy of the Form 10-Q is available for free at:
http://is.gd/DLzdOt
About East Coast Diversified
East Coast Diversified Corporation, headquartered in Marietta,
Georgia, through its majority owned subsidiary, EarthSearch
Communications International, Inc., offers a portfolio of GPS
devices, RFID interrogators, integrated GPS/RFID technologies and
Tag designs.
As reported in the TCR on April 20, 2012, Drake & Klein CPAs, in
Clearwater, Fla., expressed substantial doubt about East Coast
Diversified'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 not generated
revenue and has not established operations.
ECO BUILDING: Incurs $2.94-Mil. Net Loss in Sept. 30 Quarter
------------------------------------------------------------
Eco Building Products, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing a
net loss of $2.94 million on $1.06 million of total revenue for
the three months ended Sept. 30, 2012, compared with a net loss of
$1.58 million on $690,679 of total revenue for the same period
during the prior year.
The Company's balance sheet at Sept. 30, 2012, showed $5.32
million in total assets, $9.54 million in total liabilities and a
$4.22 million total stockholders' deficit.
A copy of the Form 10-Q is available for free at:
http://is.gd/NbDckP
Vista, Calif.-based Eco Building Products is a manufacturer of
proprietary wood products treated with an eco-friendly proprietary
chemistry that protects against mold, rot, decay, termites and
fire.
The Company reported a net loss of $11.2 million on $3.7 million
of revenue in fiscal 2012, compared with a net loss of
$6.0 million on $1.3 million of revenue in fiscal 2011.
Sam Kan & Company, in Alameda, Calif., expressed substantial doubt
about Eco's ability to continue as a going concern following the
fiscal 2012 financial results. The independent auditors noted
that the Company has generated minimal operating revenues, losses
from operations, significant cash used in operating activities and
its viability is dependent upon its ability to obtain future
financing and successful operations.
EDIETS.COM INC: Incurs $1.28 Million Net Loss in Third Quarter
--------------------------------------------------------------
eDiets.com, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $1.28 million on $3.24 million of total revenue for the three
months ended Sept. 30, 2012, compared with a net loss of $1.50
million on $4.31 million of total revenue for the same period
during the prior year.
For the nine months ended Sept. 30, 2012, the Company reported a
net loss of $2.50 million on $15.82 million of total revenue,
compared with a net loss of $2.73 million on $16.48 million of
total revenue for the same period a year ago.
The Company's balance sheet at Sept. 30, 2012, showed
$1.76 million in total assets, $5.23 million in total liabilities
and a $3.46 million total stockholders' deficit.
A copy of the Form 10-Q is available for free at:
http://is.gd/bjU0ii
About eDiets
eDiets.com, Inc. is a leading provider of personalized nutrition,
fitness and weight-loss programs. eDiets currently features its
award-winning, fresh-prepared diet meal delivery service as one of
the more than 20 popular diet plans sold directly to members on
its flagship site, http://www.eDiets.com
Following the 2011 results, Ernst & Young LLP, in Boca Raton,
Florida, expressed substantial doubt about the Company's ability
to continue as a going concern. The independent auditors noted
that the Company has incurred recurring operating losses, was not
able to meet its debt obligations in the current year and has a
working capital deficiency.
Bankruptcy Warning
On Aug. 10, 2012, the Company entered into a letter of intent with
As Seen On TV, Inc., a direct response marketing company, whereby
ASTV agreed to acquire all of the Company's outstanding shares of
common stock in exchange for 16,185,392 newly issued shares of
ASTV common stock, representing an acquisition price of
approximately $0.80 per share of the Company's common stock.
Under the Letter of Intent, all of the Company's other outstanding
securities exercisable or exchangeable for, or convertible into,
the Company's capital stock would be deemed converted into, and
exchanged for securities of ASTV on an as converted basis
immediately prior to the record date of the acquisition.
Both before and after consummation of the transactions described
in the Letter of Intent, and if those transactions are never
consummated, the continuation of the Company's business is
dependent upon raising additional financial support.
"In light of our results of operations, management has and intends
to continue to evaluate various possibilities to the extent these
possibilities do not conflict with our obligations under the
Letter of Intent," the Company said in its quarterly report for
the period ended June 30, 2012. "These possibilities include:
raising additional capital through the issuance of common or
preferred stock, securities convertible into common stock, or
secured or unsecured debt, selling one or more lines of business,
or all or a portion of the our assets, entering into a business
combination, reducing or eliminating operations, liquidating
assets, or seeking relief through a filing under the U.S.
Bankruptcy Code."
EGPI FIRECREEK: Incurs $2.32 Million Net Loss in Third Quarter
--------------------------------------------------------------
EGPI Firecreek, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $2.32 million on $57,253 of total revenues for the three months
ended Sept. 30, 2012, compared with a net loss of $1.16 million on
$49,926 of total revenues for the same period during the prior
year.
For the nine months ended Sept. 30, 2012, the Company reported a
net loss of $4.48 million on $88,857 of total revenues, compared
with a net loss of $3.52 million on $116,071 of total revenues for
the same period a year ago.
The Company's balance sheet at Sept. 30, 2012, showed $2.35
million in total assets, $6.49 million in total liabilities, all
current, $1.86 million in series D preferred stock, and a $6.01
million total shareholders' deficit.
A copy of the Form 10-Q is available for free at:
http://is.gd/Pe3swl
About EGPI Firecreek
Scottsdale, Ariz.-based EGPI Firecreek, Inc. (OTC BB: EFIR) was
formerly known as Energy Producers, Inc., an oil and gas
production company focusing on the recovery and development of oil
and natural gas.
The Company has been focused on oil and gas activities for
development of interests held that were acquired in Texas and
Wyoming for the production of oil and natural gas through Dec. 2,
2008. Historically in its 2005 fiscal year, the Company initiated
a program to review domestic oil and gas prospects and targets.
As a result, EGPI acquired non-operating oil and gas interests in
a project titled Ten Mile Draw located in Sweetwater County,
Wyoming for the development and production of natural gas. In
July 2007, the Company acquired and began production of oil at the
2,000 plus acre Fant Ranch Unit in Knox County, Texas. This was
followed by the acquisition and commencement in March 2008 of oil
and gas production at the J.B. Tubb Leasehold Estate located in
the Amoco Crawar Field in Ward County, Texas.
The Company reported a net loss of $4.97 million in 2011, compared
with a net loss of $4.48 million in 2010.
In its audit report for the 2011 results, M&K CPAS, PLLC, in
Houston, Texas, noted that the Company has suffered recurring
losses and negative cash flows from operations that raise
substantial doubt about its ability to continue as a going
concern.
ELPIDA MEMORY: IP Deals Held to US Standard, Judge Rules
--------------------------------------------------------
Jamie Santo at Bankruptcy Law360 reports that U.S. Bankruptcy
Judge Christopher S. Sontchi ruled Friday that under Chapter 15
insolvent Japanese chipmaker Elpida Memory Inc. must show its
planned patent deals represent good business judgment, even though
they already have been cleared by the Tokyo court overseeing the
company's primary bankruptcy.
About Elpida Memory
Elpida Memory Inc. (TYO:6665) -- http://www.elpida.com/ja/-- is
a Japan-based company principally engaged in the development,
design, manufacture and sale of semiconductor products, with a
focus on dynamic random access memory (DRAM) silicon chips. The
main products are DDR3 SDRAM, DDR2 SDRAM, DDR SDRAM, SDRAM,
Mobile RAM and XDR DRAM, among others. The Company distributes
its products to both domestic and overseas markets, including the
United States, Europe, Singapore, Taiwan, Hong Kong and others.
The company has eight subsidiaries and two associated companies.
After semiconductor prices plunged, Japan's largest maker of DRAM
chips filed for bankruptcy in February with liabilities of 448
billion yen ($5.6 billion) after losing money for five quarters.
Elpida Memory and its subsidiary, Akita Elpida Memory, Inc.,
filed for corporate reorganization proceedings in Tokyo District
Court on Feb. 27, 2012. The Tokyo District Court immediately
rendered a temporary restraining order to restrain creditors from
demanding repayment of debt or exercising their rights with
respect to the company's assets absent prior court order.
Atsushi Toki, Attorney-at-Law, has been appointed by the Tokyo
Court as Supervisor and Examiner in the case.
Elpida Memory Inc. sought the U.S. bankruptcy court's recognition
of its reorganization proceedings currently pending in Tokyo
District Court, Eight Civil Division. Yuko Sakamoto, as foreign
representative, filed a Chapter 15 petition (Bankr. D. Del. Case
No. 12-10947) for Elpida on March 19, 2012.
ENERGY EDGE: Incurs $15,700 Net Loss in Third Quarter
-----------------------------------------------------
Energy Edge Technologies Corporation filed with the U.S.
Securities and Exchange Commission its quarterly report on Form
10-Q disclosing a net loss of $15,795 on $93,902 of contract
revenues for the three months ended Sept. 30, 2012, compared with
a net loss of $93,574 on $63,762 of contract revenues for the same
period during the prior year.
For the nine months ended Sept. 30, 2012, the Company reported a
net loss of $35,746 on $447,947 of contract revenues, compared
with a net loss of $361,708 on $472,903 of contract revenues for
the same period a year ago.
The Company's balance sheet at Sept. 30, 2012, showed $950,777 in
total assets, $1.16 million in total liabilities and a $216,657
total stockholders' deficit.
"The Company has limited working capital, and has suffered a
significant loss from operations since inception. These factors
create substantial doubt about the Company's ability to continue
as a going concern."
A copy of the Form 10-Q is available for free at:
http://is.gd/K2xv7e
Bridgewater, New Jersey-based Energy Edge Technologies Corporation
provides energy engineering and services specializing in the
development and implementation of advanced, turnkey projects to
reduce energy losses and increase the efficiency of new and
existing buildings.
Revenues come primarily from engineering survey work and turnkey
energy projects where the Company takes responsibility for
equipment procurement, installation labor, utility rebates, tax
incentives, pre and post survey work, waste removal,
certifications, and ongoing measurement and verification of
results.
ENERGY EDGE: Shareholders OK 250 Million Authorized Shares
----------------------------------------------------------
Energy Edge Technologies Corporation amended its Articles of
Incorporation to increase the number of authorized shares of the
Company's common stock from 100,000,000 shares to 250,000,000
shares. The amendment was approved by the Company's shareholders.
Bridgewater, New Jersey-based Energy Edge Technologies Corporation
provides energy engineering and services specializing in the
development and implementation of advanced, turnkey projects to
reduce energy losses and increase the efficiency of new and
existing buildings.
Revenues come primarily from engineering survey work and turnkey
energy projects where the Company takes responsibility for
equipment procurement, installation labor, utility rebates, tax
incentives, pre and post survey work, waste removal,
certifications, and ongoing measurement and verification of
results.
The Company's balance sheet at June 30, 2012, showed $1.0 million
in total assets, $1.2 million in total liabilities, and a
stockholders' deficit of $200,862.
The Company has limited working capital, and has suffered a
significant loss from operations. "These factors create
substantial doubt about the Company's ability to continue as a
going concern," according to the Company's quarterly report for
the period ended June 30, 2012.
EXTERRA ENERGY: Court Confirms Plan of Liquidation
--------------------------------------------------
The Bankruptcy Court confirmed on Nov. 13, 2012, the Plan of
Liquidation of Exterra Energy, Inc., as modified, proposed by
Michael McConnell, Chapter 11 Trustee, dated Aug. 10, 2012.
Generally, the Plan provides that:
* Coventry Capital, LLC, will be permitted to foreclose upon the
Company's 19 producing wells located in Wise County, Texas, in
full and final satisfaction of its secured claim against the
Company, provided that Coventry will not be permitted to
foreclose on any monies received with respect to such Wells
through June 1, 2012;
* The lien on the Wells held by Happy State Bank in support of
its senior claim against the Company is subordinate to the
ability of Coventry to foreclose upon the Wells, and any
resulting deficiency claim of the Bank will be deemed to be a
General Unsecured Claim;
* The payment to Sharewell Energy Services, L.P., of the proceeds
from the sale of certain oil and gas interests and wells of the
Company to Triad Oil & Gas, L.L.C., in the amount of $184,756
will be deemed to constitute partial satisfaction of
Sharewell's secured claim against the Company, provided that
Sharewell's liens on any other property of the Company will
continue and any deficiency claim of Sharewell will be deemed
to be a General Unsecured Claim;
* TOGS Energy, Inc., will either (a) receive cash from the net
proceeds of any sale of certain of the Company's oil and gas
interests and wells located in East Texas, after taking into
account certain tax claims and sales commissions and costs,
which interests and wells are subject to a first in priority
lien held by TOGS, (b) retain such lien and all rights and
remedies for payment and return of such interests and wells or
(c) receive such other treatment as the Trustee, in his
capacity as Plan Administration Agent, and TOGS may agree;
* The holders of Secured Tax Claims with respect to ad valorem
property taxes for tax years prior to 2012 will either (a)
receive cash equal to the allowed amount of that holder's
allowed Secured Tax Claim, (b) retain all lien rights and
remedies for payment or (c) receive surrender of the property
securing its claims, provided that certain holders of Secured
Tax Claims will receive interest on such claims, as set forth
in the Plan, and provided, further, that certain administrative
expense claims held by Wise County and Wise CAD for 2012 ad
valorem taxes will be paid by Strata Operating, Inc., the
operator of the Wells, as set forth in the Plan;
* The holders of all Other Secured Claims will either (a) receive
conveyance of the collateral securing those claims, (b) receive
cash equal to the allowed amount of that holder's allowed Other
Secured Claim, or (c) retain all lien rights and remedies for
payment;
* The holders of all General Unsecured Claims and each of Robert
Royal, Todd Royal, the Royal Trust and their respective
affiliated entities will receive a pro-rata share of any
Distributable Cash remaining after the payment of the claims
and certain other claims, provided that the Trustee does not
anticipate that, after the payments to the holders of the
claims and those other claims, sufficient Distributable Cash
will exist to allow any such persons to receive any
distribution on account of their claims. Further, the claims
of insiders, including Robert Royal, Todd Royal, Royal Trust
and their affiliated entities, will be subordinated to the
claims of all general unsecured creditors.
* All shares of the Company's issued and outstanding capital
stock will be extinguished and cancelled, and the holders of
any such shares will not receive or retain any property on
account of those shares; and
* The Trustee, acting in his capacity as Plan Administration
Agent, will have authority to liquidate all assets of the
Company, and, as soon as the Trustee, acting in his capacity as
Plan Administration Agent, deems it advisable, the Company will
be dissolved in accordance with Nevada law.
There will be no equity securities of the Company outstanding as
of the effective date of the Plan, nor will any such equity
securities be reserved for further issuance in respect of any
claims and interests allowed under the Plan.
On Nov. 19, 2012, the Company filed a Form 15 terminating its
registration under Section 12(g) of the Securities Exchange Act of
1934, as amended.
In accordance with the Plan, all directors and officers of the
Company shall be deemed to be removed from office upon the
effective date of the Plan, following which date management of the
Company will be the responsibility of the Trustee, acting in his
capacity as Plan Administration Agent.
A copy of the Plan of Liquidation is available for free at:
http://is.gd/i5Txln
A copy of the order approving Plan of Liquidation is available at:
http://is.gd/zs16gI
About Exterra Energy
Exterra Energy Inc., an oil and natural-gas exploration and
production company in Amarillo, Texas, filed a bare-bones Chapter
11 petition (Bankr. N.D. Tex. Case No. 11-46956) on Dec. 15, 2011,
in Fort Worth. Two weeks later, Exterra filed its schedules of
assets and liabilities claiming to have property worth $19.4
million. The company also filed a balance sheet from February
listing assets of $5.1 million. The formal bankruptcy lists show
total debt of $7.5 million, including $4.6 million in secured
claims. The company's Web site says Exterra has 12 wells in Pecos
County, Texas, plus interests in another 50.
As of Sept. 30, 2012, the Company had total assets of $594,266,
total liabilities of $14.03 million and total stockholders'
deficit of $13.43 million.
FAIRFIELD SENTRY: Investor Wants Caribbean Bankruptcy Ended
-----------------------------------------------------------
Richard Vanderford at Bankruptcy Law360 reports that an investor
in Bernard Madoff feeder fund Fairfield Sentry Ltd. urged the
Second Circuit on Monday to overturn U.S. courts' recognition of
the fund's Caribbean bankruptcy and greenlight a lawsuit, arguing
the overseas proceedings have been below U.S. standards.
Fairfield's British Virgin Islands bankruptcy has, unlike a normal
U.S. bankruptcy, been conducted entirely in secret, a lawyer for
investor Morning Mist Holdings Ltd. said at oral arguments in
Manhattan, according to Bankruptcy Law360.
About Fairfield Sentry
Fairfield Sentry is being liquidated under the supervision of the
Commercial Division of the High Court of Justice in the British
Virgin Islands. It is one of the funds owned by the Fairfield
Greenwich Group, an investment firm founded in 1983 in New York
City. Fairfield Sentry and other Greenwich funds had among the
largest exposures to the Bernard L. Madoff fraud.
Fairfield Sentry Limited filed for Chapter 15 protection (Bankr.
S.D.N.Y. Case No. 10-13164) on June 14, 2010.
Greenwich Sentry, L.P., and an affiliate filed for Chapter 11
protection (Bankr. S.D.N.Y. Case No. 10-16229) on Nov. 19, 2010,
hoping to settle lawsuits filed against it in connection with its
investments with Bernard L. Madoff.
On May 18, 2009, Irving H. Picard, the trustee liquidating the
estate of Mr. Madoff and his firm, Bernard L. Madoff Investment
Securities, LLC, filed a lawsuit against Fairfield Sentry and
Greenwich, seeking the return of US$3.55 billion that Fairfield
withdrew from Madoff during the period from 2002 to Mr. Madoff's
arrest in December 2008. Since 1995, the Fairfield funds
invested about US$4.5 billion with BLMIS.
Mr. Picard claims that Fairfield knew or should have known about
the fraud give that it received from BLMIS unrealistically high
and consistent annual returns of between 10% and 21% in contrast
to the vastly larger fluctuations in the S&P 100 Index.
FIBERTOWER CORP: To Cut Service to Its Major Wireless Carriers
--------------------------------------------------------------
Katy Stech at Dow Jones' DBR Small Cap reports that struggling San
Francisco telecommunications firm FiberTower Corp. told federal
regulators that it would shut down a major part of its operations
after regulators terminated its wireless license and its
$22.5 million bankruptcy sale of its operations collapsed earlier
this month.
About FiberTower Corporation
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. Fibertower
Spectrum disclosed $106,630,000 in assets and $175,501,975 in
liabilities as of the Chapter 11 filing.
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 Committee is represented by Otterbourg,
Steindler, Houston & Rosen, P.C., and Cole, Schotz, Meisel, Forman
& Leonard, P.A. Goldin Associates, LLC serves as its financial
advisors.
FILENE'S BASEMENT: Guaranty Binds DSW to Lease, Vornado Unit Says
-----------------------------------------------------------------
Natalie Rodriguez at Bankruptcy Law360 reports that U.S. District
Judge O. Peter Sherwood stayed discovery in a suit against DSW MS
LLC until he decides if a guaranty provision puts DSW on the hook
for rent owed by its liquidated sister, Filene's Basement, as a
Vornado Realty Trust unit argued Tuesday.
Bankruptcy Law360 relates that Judge Sherwood granted the motion
to stay filed by Vornado unit 4 Union Square South LLC, but
declined to rule immediately on its separate motion requesting
summary judgment on DSW's liability.
About Filene's Basement & Syms Corp.
Massachusetts-based Filene's Basement, also called The Basement,
is the oldest off-price retailer in the United States. The
Basement focuses on high-end goods and is known for its
distinctive, low-technology automatic markdown system.
Filene's Basement first filed for Chapter 11 bankruptcy protection
in August 1999. Filene's Basement was bought by a predecessor of
Retail Ventures, Inc., the following year. Retail Ventures in
April 2009 transferred the unit to Buxbaum.
Filene's Basement, Inc. and its affiliates filed for Chapter 22
(Bankr. D. Del. Case No. 09-11525) on May 4, 2009, represented by
lawyers at Pachulski Stang Ziehl & Jones LLP. Epiq Bankruptcy
Solutions serves as claims and notice agent. The Debtors
disclosed assets of $236 million, including real estate of $97.7
million, and liabilities of $94 million, including $31.1 million
owing on a revolving credit with Bank of America NA as agent. In
addition, there were $11.1 million in letters of credit
outstanding on the revolver.
The 2009 Debtor was formally renamed FB Liquidating Estate,
following the sale of all of its assets to Syms Corp. in June
2009.
Pursuant to the Liquidating Plan confirmed in January 2010,
secured creditors in the Chapter 11 case have been paid in full,
and holders of priority, administrative and convenience class
claims have received 100% of their allowed claims. As reported by
the Troubled Company Reporter on Dec. 20, 2010, Alan Cohen,
Chairman of Abacus Advisors LLC and Chief Restructuring Officer
for FB Liquidating Estate disclosed that a second distribution of
dividend checks to Filene's unsecured creditors amounting to 12.5%
of approved claims has been made, bringing the cumulative
distributions on unsecured claims to 62.5%.
On Nov. 2, 2011, Syms Corp. placed itself, Filene's Basement and
two other units in Chapter 11 bankruptcy (Bankr. D. Del. Case Nos.
11-13511 to 11-13514) after a failed bid to sell the business.
The two units are Syms Clothing Inc. and Syms Advertising Inc.
Judge Kevin J. Carey presides over the case. Lawyers at Skadden
Arps Slate Meagher & Flom LLP serve as the Debtors' counsel. The
Debtors tapped Rothschild Inc. as investment banker and Cushman
and Wakefield Securities, Inc., as real estate financial advisors.
Syms shuttered its namesake and Filene's Basement outlets upon the
bankruptcy filing and tapped a joint venture of Gordon Brothers
Retail Partners LLC and Hilco Merchant Resources LLC to run the
going-out-of-business sales. The sale may continue until Jan. 31,
2012.
Filene's Basement estimated $1 million to $10 million in assets
and $50 million to $100 million in debts. The petitions were
signed by Gary Binkoski, authorized representative of Filene's
Basement.
The official committee of unsecured creditors appointed in the
2011 case has retained Hahn & Hessen LLP as legal counsel.
Holders of equity in Syms Corp. pushed for an official
shareholders' committee and separation of the Syms and Filene's
Basement bankruptcy estates.
Gordon Brothers and Hilco are represented by Goulston & Storrs,
P.C. and Ashby & Geddes, P.A.
FIRST PLACE: Treasury Objects to Wilbur Ross' $45-Mil. Bid
----------------------------------------------------------
Kelly Rizzetta at Bankruptcy Law360 reports that the U.S. Treasury
Department on Tuesday objected to turnaround artist Wilbur L. Ross
Jr.'s bid to purchase First Place Bank out of Chapter 11 for $45
million, saying the government would not be able to recoup its
nearly $73 million bailout of the struggling Ohio-based bank.
About First Place
First Place Financial Corp. is a $3.1 billion financial services
holding company, based in Warren, Ohio. First Place disclosed
assets of $175.3 million and liabilities totaling $64.5 million.
Debt includes $64.3 million on three issues of junior subordinated
notes held by trusts affiliated with First Place. The First Place
bank subsidiary isn't in bankruptcy. Assets include $7.5 million
cash mostly held at the bank.
First Place filed a Chapter 11 petition (Bankr. D. Del. Case No.
12-12961) in Delaware on Oct. 28, 2012, to sell its bank unit to
Talmer Bancorp, Inc., absent higher and better offers.
The Debtor declared $175 million in total assets and $65.6 million
in total liabilities as of Oct. 26, 2012.
The Debtor has tapped Patton Boggs LLP and The Bayard Firm, PA as
legal counsel. Donlin, Recano & Company, Inc. --
http://www.donlinrecano.com-- is the claims and notice agent.
FIRST SECURITY: Incurs $8.88-Mil. Net Loss in Third Quarter
-----------------------------------------------------------
First Security Group, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
a net loss of $8.88 million on $8.97 million of total interest
income for the three months ended Sept. 30, 2012, compared with a
net loss of $6.48 million on $10.33 million of total interest
income for the same period during the prior year.
For the nine months ended Sept. 30, 2012, the Company reported a
net loss of $21.99 million on $28.24 million of total interest
income, compared with a net loss of $14.53 milion on $32.85
million of total interest income for the same period a year ago.
The Company's balance sheet at Sept. 30, 2012, showed $1.11
billion in total assets, $1.07 billion in total liabilities and
$44.72 million in total shareholders' equity.
A copy of the Form 10-Q is available for free at:
http://is.gd/at9L8T
About First Security Group
First Security Group, Inc., is a bank holding company
headquartered in Chattanooga, Tennessee, with $1.2 billion in
assets as of Sept. 30, 2010. Founded in 1999, First
Security's community bank subsidiary, FSGBank, N.A., has 37 full-
service banking offices, including the headquarters, along the
interstate corridors of eastern and middle Tennessee and northern
Georgia and 325 full-time equivalent employees. In Dalton,
Georgia, FSGBank operates under the name of Dalton Whitfield Bank;
along the Interstate 40 corridor in Tennessee, FSGBank operates
under the name of Jackson Bank & Trust.
In the auditors' report accompanying the financial statements for
year ended Dec. 31, 2011, Joseph Decosimo and Company, PLLC, in
Chattanooga, Tennessee, expressed substantial doubt about the
Company's ability to continue as a going concern. The independent
auditors noted that the Company has recently incurred substantial
losses. The Company is also operating under formal supervisory
agreements with the Federal Reserve Bank of Atlanta and the Office
of the Comptroller of the Currency and is not in compliance with
all provisions of the Agreements. Failure to achieve all of the
Agreements' requirements may lead to additional regulatory
actions.
The Company reported a net loss of $23.06 million in 2011, a net
loss of $44.34 million in 2010, and a net loss of $33.45 million
in 2009.
FREDERICK'S OF HOLLYWOOD: Amends 28.4MM Common Shares Prospectus
----------------------------------------------------------------
Frederick's of Hollywood Group Inc. filed with the U.S. Securities
and Exchange Commission a first amendment to the Form S-3
registration statement relating to the resale of up to 28,405,331
shares of the Company's common stock by TTG Apparel, LLC.
The Company will not receive any proceeds from the sale of its
shares by the selling shareholder; however, the Company will
receive payment in cash upon exercise of certain warrants.
The Company's common stock is traded on the NYSE MKT under the
symbol "FOH." The last reported sale price of the Company's
common stock on the NYSE MKT on Nov. 12, 2012, was $0.28 per
share.
A copy of the amended prospectus is available for free at:
http://is.gd/6Ncb32
About Frederick's of Hollywood
Frederick's of Hollywood Group Inc. (NYSE Amex: FOH) --
http://www.fredericks.com/-- through its subsidiaries, sells
women's intimate apparel, swimwear and related products under its
proprietary Frederick's of Hollywood brand through 122 specialty
retail stores, a world-famous catalog and an online shop.
Frederick's of Hollywood sought bankruptcy in July 10, 2000. On
Dec. 18, 2002, the court approved the company's plan of
reorganization, which became effective on Jan. 7, 2003, with the
closing of the Wells Fargo Retail Finance exit financing facility.
The Company incurred a net loss of $6.43 million for the year
ended July 28, 2012, compared with a net loss of $12.05
million for the year ended July 30, 2011. The Company's balance
sheet at July 28, 2012, showed $41.47 million in total assets,
$42.25 million in total liabilities and a $783,000 total
shareholders' deficiency.
FUEL DOCTOR: Incurs $101,000 Net Loss in Third Quarter
------------------------------------------------------
Fuel Doctor Holdings, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
a net loss of $101,354 on $105,746 of net revenues for the three
months ended Sept. 30, 2012, compared with a net loss of $760,893
on $193,271 of net revenues for the same period a year ago.
For the nine months ended Sept. 30, 2012, the Company reported
a net loss of $695,741 on $440,893 of net revenues, compared with
a net loss of $1.91 million on $811,576 of net revenues for the
same period during the prior year.
The Company's balance sheet at Sept. 30, 2012, showed $1.37
million in total assets, $1.61 million in total liabilities and a
$240,899 total shareholders' deficit.
A copy of the Form 10-Q is available for free at:
http://is.gd/2p5SM1
About Fuel Doctor
Calabasas, Calif.-based Fuel Doctor Holdings, Inc., is the
exclusive distributor for the United States and Canada of a fuel
efficiency booster (the FD-47), which plugs into the lighter
socket/power port of a vehicle and increases the vehicle's miles
per gallon through the power conditioning of the vehicle's
electrical systems. The Company has also developed, and plans on
continuing to develop, certain related products.
Fuel Doctor reported a net loss of $2.69 million in 2011,
compared with a net loss of $2.48 million in 2010.
Rose, Synder & Jacobs LLP, in Encino, California, issued a "going
concern" qualification on the consolidated financial statements
for the period ended Dec. 31, 2011. The indepdent auditors noted
that the Company has sustained recurring operating losses,
continues to consume cash in operating activities, and has an
accumulated deficit at Dec, 31, 2011, which conditions raise
substantial doubt about the Company's ability to continue as a
going concern.
FUELSTREAM INC: Incurs $5.92 Million Net Loss in Third Quarter
--------------------------------------------------------------
Fuelstream, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $5.92 million on $342,370 of net sales for the three months
ended Sept. 30, 2012, compared with a net loss of $475,373 on $0
of net sales for the same period during the prior year.
For the nine months ended Sept. 30, 2012, the Company reported a
net loss of $6.81 million on $740,907 of net sales, compared with
a net loss of $1.01 million on $0 of net sales for the same period
a year ago.
The Company's balance sheet at Sept. 30, 2012, showed $3.04
million in total assets, $4.87 million in total liabilities and a
$1.82 million total stockholders' deficit.
A copy of the Form 10-Q is available for free at:
http://is.gd/vlLpLp
About Fuelstream
Draper, Utah-based Fuelstream, Inc., is an in-wing and on-location
supplier and distributor of aviation fuel to corporate,
commercial, military, and privately-owned aircraft throughout the
world. The Company also provides a variety of ground services
either directly or through its affiliates, including concierge
services, passenger andbaggage handling, landing rights,
coordination with local aviation authorities, aircraft maintenance
services, catering, cabin cleaning, customsapprovals, and third-
party invoice reconciliation. The Company's personnel assist
customers in flight planning and aircraft routing aircraft,
obtaining permits, arranging overflies, and flight follow
services.
Morrill & Associates, LLC, in Bountiful, Utah, expressed
substantial doubt about Fuelstream'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 negative working capital, negative cash flows from
operations and recurring operating losses.
GATEHOUSE MEDIA: Bank Debt Trades at 65% Off in Secondary Market
----------------------------------------------------------------
Participations in a syndicated loan under which GateHouse Media,
Inc., is a borrower traded in the secondary market at 35.25 cents-
on-the-dollar during the week ended Friday, Nov. 23, an increase
of 1.00 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 195 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 $9.41 million on $120.79 million of total revenues for the
three months ended Sept. 30, 2012, compared with a net loss of
$5.16 million on $125.02 million of total revenues for the three
months ended Sept. 25, 2011.
For the nine months ended Sept. 30, 2012, the Company reported a
net loss of $25.65 million on $365.39 million of total revenues,
in comparison with a net loss of $28.42 million on $374.95 million
of total revenues for the nine months ended Sept. 25, 2011.
The Company's balance sheet at Sept. 30, 2012, showed
$480.43 million in total assets, $1.30 billion in total
liabilities, and a $829.10 million total stockholders' deficit.
The Company reported a net loss of $22.22 million for the year
ended Jan. 1, 2012, a net loss of $26.64 million for the year
ended Dec. 31, 2010, and a net loss of $530.61 million for the
year ended Dec. 31, 2009.
Bankruptcy Warning
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.
There can be no assurance that the Company's business will
generate cash flow from operations or that future borrowings will
be available to the Company in amounts sufficient to enable it to
pay its indebtedness or to fund our other liquidity needs.
Currently the Company does not have the ability to draw upon its
revolving credit facility which limits its immediate and short-
term access to funds. If the Company is unable to repay its
indebtedness at maturity the Company may be forced to liquidate or
reorganize its operations and business under the federal
bankruptcy laws.
GLOBAL ARENA: Incurs $367,600 Net Loss in Third Quarter
-------------------------------------------------------
Global Arena Holding, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing a
net loss attributable to common stockholders of $367,612 on
$2.75 million of total revenues for the three months ended
Sept. 30, 2012, compared with a net loss attributable to common
stockholders of $733,383 on $1.41 million of total revenues for
the same period during the prior year.
For the nine months ended Sept. 30, 2012, the Company reported a
net loss attributable to common stockholders of $1.10 million on
$7.07 million of total revenues, compared with a net loss
attributable to common stockholders of $1.55 million on $7.41
million of total revenues for the same period a year ago.
The Company's balance sheet at Sept. 30, 2012, showed $1.09
million in total assets, $2.35 million in total liabilities and a
$1.26 million total stockholders' deficiency.
A copy of the Form 10-Q is available for free at:
http://is.gd/D8ceS6
About Global Arena
New York, N.Y.-based Global Arena Holding, Inc., formerly Global
Arena Holding Subsidiary Corp., was formed in February 2009, in
the state of Delaware. The Company is a financial services firm
that services the financial community through its subsidiaries as
follows:
Global Arena Investment Management LLC provides investment
advisory services to its clients. GAIM is registered with the
Securities and Exchange Commission as an investment advisor and
clears all of its business through Fidelity Advisors, its
correspondent broker. Global Arena Commodities Corp. provides
commodities brokerage services and earns commissions. Global
Arena Trading Advisors, LLC provides futures advisory services and
earns fees. GATA is registered with the National Futures
Association (NFA) as a commodities trading advisor. Lillybell
Entertainment, LLC provides finance services to the entertainment
industry.
Wei, Wei & Co., LLP, in New York, N.Y., expressed substantial
doubt about Global Arena'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
suffered recurring losses since inception, experiences a
deficiency of cash flow from operations and has a stockholders
deficiency.
GORDIAN MEDICAL: Wants Control of Restructuring Until March 2013
----------------------------------------------------------------
Gordian Medical, Inc., doing business as American Medical
Technologies, earlier this month sought a 75-day extension of its
exclusive periods to file a bankruptcy plan and solicit
acceptances for that plan to Jan. 14 and March 5, 2013,
respectively.
The Debtor said an extension of the exclusive periods will
facilitate its efforts to reach a resolution of its disputes with
the Centers for Medicare and Medicaid Services pertaining to CMS's
refusal to pay for certain wound dressings sold by the Debtor to
residents of nursing home facilities and the related withholding
from the Debtor of certain Medicare payments, which payments
account for a substantial amount of the Debtor's revenue and for
the Debtor to explore other alternatives in connection with the
reorganization of its business.
Although the Debtor continues to attempt to reach a resolution of
its issues with CMS and has recently sent a comprehensive
settlement proposal to CMS, no such resolution has yet been
achieved. The Debtor is also actively reviewing litigation
alternatives to reaching a comprehensive agreement with CMS.
Absent an extension, the plan filing deadline was Oct. 31.
About Gordian Medical
Gordian Medical, Inc., dba American Medical Technologies, filed a
Chapter 11 petition (Bankr. C.D. Calif. Case No. 12-12339) in
Santa Ana, California, on Feb. 24, 2012, after Medicare refunds
were halted. Irvine, California-based Gordian Medical provides
supplies and services to treat serious wounds. The company has
active relationships with and serves patients in more than 4,000
nursing facilities in 49 states with the heaviest concentration of
the nursing homes being in the south and southeast sections of the
United States.
The Debtor estimated assets and debts of up to $50 million. It
has $4.3 million in cash and $31.1 million in receivables due from
Medicare.
Judge Mark S. Wallace oversees the case. Pachulski Stang Ziehl &
Jones LLP serves as the Debtor's counsel. GlassRatner Advisory &
Capital Group LLC serves as the Debtor's financial advisor.
The U.S. Trustee appointed five members to the Official Committee
of Unsecured Creditors. The Committee is represented by Landau
Gottfried & Berger LLP.
GREAT BASIN: Has Intercreditor Settlement Agreement
---------------------------------------------------
Great Basin Gold Ltd. disclosed that, in connection with its
restructuring proceedings commenced under Canada's Companies'
Creditors Arrangement Act, an order was made by the Supreme Court
of British Columbia on the application of certain unaffiliated
holders of the Company's senior unsecured convertible debentures
due 2014 issued pursuant to a trust indenture (the "2014 Trust
Indenture" and the debentures issued thereunder, the "2014
Debentures") approving a settlement agreement (the "Settlement
Agreement") that resolves the Company's current litigation with
the Noteholders over the delivery by Great Basin Gold Inc.,
("GBGI"), a wholly owned U.S. subsidiary of the Company, of a
secured guarantee (the "Burnstone Guarantee") in favour of certain
lenders to the Company (the "Burnstone Lenders"). The delivery of
the Burnstone Guarantee is a condition precedent to the Company's
DIP loan facility (the "DIP Facility"), which was approved by
order of the Canadian Court on Sept. 27, 2012. The Settlement
Agreement provides, among other things, that GBGI will also
deliver to Computershare Trust Company of Canada, the trustee
appointed pursuant to the 2014 Trust Indenture, a secured
guarantee of the Company's obligations under the 2014 Trust
Indenture and all 2014 Debentures issued thereunder. The security
to be granted to the Trustee by GBGI will rank equally with the
security for the Burnstone Guarantee and subordinate to the
existing security granted in favor of the existing lenders to GBGI
and its subsidiaries, and the security granted to secure the DIP
Facility. Such guarantees and security by GBGI result in a
contingent cross collateralization using GBGI's assets to help
secure existing obligations to the Burnstone Lenders and the 2014
Debentures. The Company previously agreed to this contingent
cross collateralization in favor of the Burnstone Lenders as a
condition precedent to the DIP Facility and it was approved by the
Canadian Court in the CCAA proceeding. The settlement resolves
litigation with the Noteholders in respect of the Burnstone
Guarantee, which was delaying the CCAA process.
The Order approving the Settlement Agreement authorizes and
directs the Trustee, for itself and on behalf of all the
debentureholders, to execute certain documents relating to and
required by the Settlement Agreement in order that it may be
implemented. The Order further provides that the documents
executed by the Trustee will each constitute legal, valid and
binding obligations of the Trustee and all debentureholders
enforceable against them in accordance with their terms, and
provides for delivery of notice of the Order to debentureholders
through CDS & Co ("CDS"). The Order also establishes that any
application by any debentureholder to seek to vary, rescind or
otherwise affect the provisions of the Order must be brought to
the Canadian Court on or before Dec. 11, 2012. Any
debentureholder who does not bring such an application by that
date will lose the right to do so. The Order facilitates
implementation of the Settlement Agreement, which will permit the
Company to fulfill its obligations under the DIP
Facilitypreviously approved by the Canadian Court, and will permit
further advances to be made under the DIP Facility.
GREENSHIFT CORP: Reports $40,000 Net Loss in Third Quarter
----------------------------------------------------------
Greenshift Corporation filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $40,448 on $3.06 million of total revenue for the three months
ended Sept. 30, 2012, compared with net income of $2.66 million on
$6.33 million of total revenue for the same period during the
prior year.
For the nine months ended Sept. 30, 2012, the Company reported net
income of $3.90 million on $10.21 million of total revenue,
compared with net income of $12.47 million on $17.19 million of
total revenue for the same period a year ago.
The Company's balance sheet at Sept. 30, 2012, showed $7.67
million in total assets, $46.84 million in total liabilities and a
$39.17 million total stockholders' deficit.
A copy of the Form 10-Q is available for free at:
http://is.gd/vvkCTR
About Greenshift Corporation
Headquartered in New York, GreenShift Corporation develops and
commercializes clean technologies designed to integrate into and
leverage established production and distribution infrastructure to
address the financial and environmental needs of its clients by
decreasing raw material needs, facilitating co-product reuse, and
reducing waste and emissions.
In its audit report on the consolidated financial statements for
the year ended Dec. 31, 2011, Rosenberg Rich Baker Berman &
Company, in Somerset, New Jersey, expressed substantial doubt
about the Company's ability to continue as a going concern. The
independent auditors noted that the Company has suffered losses
from operations and has a working capital deficiency as of
Dec. 31, 2011.
GREENWICH SENTRY: Trustee Seeks $70 Million in New Clawback Suits
-----------------------------------------------------------------
Brian Mahoney at Bankruptcy Law360 reports that the trustee
liquidating the Bernard Madoff feeder fund Greenwich Sentry LP
fired off three clawback suits Monday in New York bankruptcy court
seeking about $70 million from three former investment funds that
allegedly cashed out from its fund before Madoff's massive $65
billion Ponzi scheme came to light.
Greenwich trustee 217 Canner Associates LLC claims Koch Managed
Assets LLC, Tab Products Co. Pension Plan and Paradigm Multi-
Strategy Fund LLC should pay back "redemption payments"
transferred to the companies when they requested withdrawals from
funds, Bankruptcy Law360 relates.
About Greenwich Sentry
Greenwich Sentry, L.P. and Greenwich Sentry Partners, L.P., filed
for Chapter 11 protection (Bankr. S.D.N.Y. Case No. 10-16229) on
Nov. 19, 2010, hoping to settle lawsuits filed against it in
connection with its investments with Bernard L. Madoff. Paul R.
DeFilippo, Esq., at Wollmuth Maher & Deutsch LLP, in New York,
represents the Debtors in the Chapter 11 cases.
Bernard L. Madoff was charged by the Securities and Exchange
Commission in December 2008 of orchestrating the largest Ponzi
scheme in history, with losses topping US$50 billion. In March
2009, Mr. Madoff pleaded guilty to 11 federal crimes and admitted
to turning his wealth management business into a Ponzi scheme. A
trustee was appointed to liquidate and has been filing clawback
suits against investors who withdrew phony profits from Mr.
Madoff.
On May 18, 2009, Irving H. Picard, the trustee liquidating the
estate of Mr. Madoff and his firm, Bernard L. Madoff Investment
Securities, LLC, filed a lawsuit against Fairfield Sentry Limited
and Greenwich, seeking the return of $3.55 billion that Fairfield
withdrew from Madoff during the period from 2002 to Madoff's
arrest in December 2008. Since 1995, the Fairfield funds invested
about $4.5 billion with BLMIS.
Liquidators of Fairfield Sentry Limited, filed a Chapter 15
petition for Fairfield in June 2010 (Bankr. S.D.N.Y. Case No.
10-13164). In July 2010, Kenneth Krys and Christopher Stride of
Krys & Associates (BVI) Limited, the liquidators of Fairfield
Sentry Limited, Fairfield Sigma Limited and Fairfield Lambda
Limited obtained cross-border recognition as foreign main
proceedings by the U.S. Bankruptcy Court of the funds' insolvency
proceedings, pending in the British Virgin Islands. The
liquidators are represented in the U.S. by Brown Rudnick LLP.
Fairfield Sentry Limited was the largest "feeder fund" to Bernard
L. Madoff Investment Securities LLC, and invested approximately
95% of its assets with BLMIS. BLMIS was placed into liquidation
proceedings in the United States in December 2008, after it was
revealed that Bernard Madoff operated BLMIS as a Ponzi scheme for
many years. Fairfield Sigma Limited and Fairfield Lambda Limited
were both feeder funds of Fairfield Sentry Limited, and invested
all of their assets with Fairfield Sentry Limited.
Mr. Picard claims that Fairfield knew or should have known about
the fraud give that it received from BLMIS unrealistically high
and consistent annual returns of between 10% and 21% in contrast
to the vastly larger fluctuations in the S&P 100 Index.
In schedules filed with the Court, Greenwich Sentry disclosed
$317,073,770 in total assets and $206,337,244 in total
liabilities.
On Dec. 22, 2011, the Court confirmed the First Amended Plan for
Greenwich Sentry, L.P. and Greenwich Sentry Partners, L.P. The
First Amended Plans were declared effective Feb. 24, 2012.
The central feature of the Greenwich Sentry Partners Plan is the
BLMIS trustee settlement, wherein the Debtor believing, pursuant
to its good faith business judgment, that avoidance action claims
of the BLMIS trustee would be difficult to defend, has agreed, in
sum, to allow the BLMIS trustee a claim and judgment of $5,985,000
and the BLMIS trustee has agreed to seek recovery of his claim
only from certain specified assets of the Debtor, to allow the
Debtor's customer claim against BLMIS of $2,011,304, to share
recovery on certain litigation claims with the Debtor, and to
provide for the distribution of the retained assets to creditors
and limited partners free and clear of the BLMIS trustee claims.
HAWKER BEECHCRAFT: Committee Files Joinder to Wrongful Deal Suit
----------------------------------------------------------------
BankruptcyData.com reports that Hawker Beechcraft Acquisition
Company's official committee of unsecured creditors filed with the
U.S. Bankruptcy Court a joinder to the Debtors' objection to a
motion for an order modifying the automatic stay imposed by
Bankruptcy Code Section 362(a) in order to permit Melissa Sesay,
Amid Sesay, Bhavna Rohera and Carmen Quinones to continue
prosecuting certain pre-petition wrongful death actions against
Hawker Beechcraft.
On July 15, 2009, a G36 Beechcraft Bonanza crashed near Hawthorne
Municipal Airport in Hawthorne, California. Mustapha Sesay, Rajesh
Vashdev, and Jorge Quinones -- the three occupants in the aircraft
-- were killed in the crash. In 2011, family members of the
deceased individuals commenced four separate wrongful death
lawsuits in the Superior Court of California, County of Los
Angeles.
The committee asserts, "In their Objection, the Debtors assert,
inter alia, that the Movants failed to satisfy their initial
burden of demonstrating cause for relief from the automatic stay.
In addition, the Debtors state that lifting the automatic stay
would be immediately harmful and disruptive to the Debtors'
reorganization efforts and invite similar requests for relief from
the Debtors' other prepetition tort claimants, thereby causing the
estates to incur potentially substantial litigation costs. The
Committee agrees with the legal arguments set forth in the
Objection and, accordingly, files this joinder in support
thereof."
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. The Committee's
financial advisor is FTI Consulting, Inc.
On June 30, 2012, Hawker filed its Plan, which proposed to
eliminate $2.5 billion in debt and $125 million of annual cash
interest expense. The plan would 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.
In July 2012, Hawker disclosed it was in exclusive talks with
China's Superior Aviation Beijing Co. for the purchase of Hawker's
corporate jet and propeller plane operations out of bankruptcy for
$1.79 billion.
In October 2012, Hawker unveiled that those talks have collapsed
amid concerns a deal with Superior wouldn't pass muster with a
U.S. government panel and other cross-cultural complications.
Sources told The Wall Street Journal that Superior encountered
difficulties separating Hawker's defense business from those units
in a way that would make both sides comfortable the deal would get
U.S. government clearance. The sources told WJS the defense
operations were integrated in various ways with Hawker's civilian
businesses, especially the propeller plane unit, in ways that
proved difficult to untangle.
Thereafter, Hawker said it intends to emerge from bankruptcy as an
independent company. On Oct. 29, 2012, Hawker filed a modified
reorganization plan and disclosure materials. Hawker said the
plan was supported by the official creditors' committee and by a
"substantial majority" of holders of the senior credit and a
majority of holders of senior notes. Hawker said it will either
sell or close the jet-manufacturing business.
The revised plan still offers 81.9% of the new stock in return for
$921 million of the $1.83 billion owing on the senior credit.
Unsecured creditors are to receive the remaining 18.9% of the new
stock. Holders of the senior credit will receive 86% of the new
stock. The senior credit holders are projected to have a 43.1%
recovery from the plan. General unsecured creditors' recovery is
a projected 5.7% to 6.3%. The recovery by holders of $510 million
in senior notes is predicted to be 9.2% to 10%.
HELLER EHRMAN: Judge Denies $100M Malpractice Claim Over IP Mishap
------------------------------------------------------------------
Maria Chutchian at Bankruptcy Law360 reports that U.S. Bankruptcy
Judge Dennis Montali on Wednesday held that Iris BioTechnologies
Inc. waited too long to file a malpractice claim against Heller
Ehrman LLP despite its allegations that the defunct firm's failure
to notify it of an expired patent application cost it
$100 million.
Bankruptcy Law360 relates that Judge Montali denied the
biotechnology firm's motion to file the late claim, finding that
Iris executive Simon Chin had the means of obtaining the
information that the application had expired.
About Heller Ehrman
Headquartered in San Francisco, California, Heller Ehrman, LLP
-- http://www.hewm.com/-- was an international law firm of more
than 730 attorneys in 15 offices in the United States, Europe, and
Asia. Heller Ehrman filed a voluntary Chapter 11 petition (Bankr.
N.D. Calif., Case No. 08-32514) on Dec. 28, 2008. Members of the
firm's dissolution committee led by Peter J. Benvenutti approved a
plan dated Sept. 26, 2008, to dissolve the firm. The Hon. Dennis
Montali presides over the case. Pachulski Stang Ziehl & Jones LLP
assisted the Debtor in its restructuring effort. The Official
Committee of Unsecured Creditors is represented by Felderstein
Fitzgerald Willoughby & Pascuzzi LLP. The firm estimated assets
and debts at $50 million to $100 million as of the Petition Date.
According to reports, the firm had roughly $63 million in assets
and 54 employees at the time of its filing. The Court confirmed
Heller Ehrman's Plan of Liquidation in September 2010.
HOTEL PRINCE CHARLES: Case Dismissal or Liquidation Sought
----------------------------------------------------------
Paul Woolverton at fayobserver.com, citing court documents,
reports that Fayetteville officials and the bankruptcy
administrator don't believe that Hotel Prince Charles owner John
Chen's plan to pay off the hotel's debts to the city, the IRS,
vendors and others will work. They want the bankruptcy converted
to Chapter 7 liquidation, or dismissed, which would allow the city
to schedule another foreclosure auction.
"The value of the debtor's land and building far exceed the claims
in this case," the report quotes bankruptcy administrator C. Scott
Kirk as saying. Documents estimate that the hotel and land are
worth $3.3 million.
The report relates the city tried to sell the hotel in a
foreclosure auction in April to satisfy a fine that Mr. Chen
accrued -- more than $181,000 as of April -- for installing a
vinyl window in violation of Fayetteville's downtown building code
and refusing to remove it.
The report relates Mr. Chen stopped the city's auction by putting
the hotel into Chapter 11 bankruptcy protection.
The report notes the debts have been estimated at more than
$300,000, but there is disagreement between Mr. Chen's filings and
the city's on the amount owed. Based on additional information
from the city, the debt total appears to be between $400,000 and
$500,000.
"Under the debtor's plan, there is no estimated time for repayment
and it could be years before the litigation is resolved," the
report quotes Mr. Kirk as stating. "Creditors should not be
forced to wait for years of litigation to be resolved when a
Chapter 7 would pay them in full within six to nine months."
The report says, in court papers, Mr. Chen has proposed paying the
debts with $2.4 million that he says will come from a lawsuit he
has against a real estate firm in New York. But the $2.4 million
has not been paid. Instead, the money is tied up in the lawsuit
between Mr. Chen and Advanced Internet Technologies.
The report also notes a separate lawsuit between Mr. Chen and the
downtown hotel's neighbor on Hay Street, Advanced Internet
Technologies, was sent by a bankruptcy judge to mediation.
Fayetteville, the IRS and the bankruptcy administrator are taking
part in the mediation, which is to finish by Nov. 30, 2012.
The report notes the next hearing in the cases is scheduled for
Dec. 6, 2012.
The report, citing court documents, relates Mr. Chen and AIT owner
Clarence Briggs planned to go into business together to create a
joint hotel and conference center with their buildings. Mr.
Briggs said his lawyers arranged to settle Mr. Chen's New York
lawsuit to raise the capital to start the venture. But then Mr.
Chen had second thoughts and stopped the deal. Mr. Briggs
followed up with a lawsuit in North Carolina business court. This
summer, the suit was moved to the bankruptcy court.
IBIO INC: Receives Non-Compliance Notice From NYSE MKT
------------------------------------------------------
iBio, Inc. received notice from NYSE MKT Staff that the Company
currently is below certain of the Exchange's continued listing
standards. The Exchange Staff indicated that its review of the
Company's Form 10-Q for the period ended Sept. 30, 2012, indicates
that the Company is not in compliance with Section 1003(a)(ii)
which applies if a listed company has stockholders' equity of less
than $6,000,000 and net losses in its five most recent fiscal
years.
The Company is afforded the opportunity to submit a plan of
compliance to the Exchange by Dec. 21, 2012, that addresses how
the Company intends to regain compliance with Section 1003(a)(ii)
of the Company Guide by Oct. 14, 2013. If the Company does not
submit a plan of compliance, or if the plan is not accepted by the
Exchange, the Company will be subject to delisting procedures as
set forth in Section 1010 and Part 12 of the Company Guide.
The Company believes it can provide the Exchange with a
satisfactory plan by Dec. 21, 2012, to show that it will be able
to return to compliance with Section 1003(a)(ii) of the Company
Guide by Oct. 14, 2013.
About iBio, Inc.
Based in Newark, Del., iBio, Inc., is a biotechnology company
focused on commercializing its proprietary technologies, the
iBioLaunch(TM) platform for vaccines and therapeutic proteins, as
well as the iBioModulator(TM) platform for vaccine enhancement.
* * *
As reported in the TCR on Oct. 16, 2012, CohnReznick LLP, in
Eatontown, N.J., expressed substantial doubt about iBio's ability
to continue as a going concern. The independent auditors noted
that the Company has incurred net losses and negative cash flows
from operating activities for the years ended June 30, 2012, and
2011 and has an accumulated deficit as of June 30, 2012.
INTEGRATED BIOPHARMA: Incurs $972,000 Net Loss in Sept. 30 Qtr.
---------------------------------------------------------------
Integrated Biopharma, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
a net loss of $972,000 on $8.48 million of net sales for the three
months ended Sept. 30, 2012, compared with net income of $363,000
on $10.87 million of net sales for the same period a year ago.
The Company's balance sheet at Sept. 30, 2012, showed $12.17
million in total assets, $23.52 million in total liabilities and a
$11.35 million total stockholders' deficiency.
A copy of the Form 10-Q is available for free at:
http://is.gd/nIfgbe
About Integrated BioPharma
Based in Hillside, N.J., Integrated BioPharma, Inc. (INBP.OB) --
-- http://www.healthproductscorp.us/ -- is engaged primarily in
manufacturing, distributing, marketing and sales of vitamins,
nutritional supplements and herbal products. The Company's
customers are located primarily in the United States. The Company
was previously known as Integrated Health Technologies, Inc., and,
prior to that, as Chem International, Inc. The Company was
reincorporated in its current form in Delaware in 1995. The
Company continues to do business as Chem International, Inc., with
certain of its customers and certain vendors.
The Company incurred a net loss of $2.71 million for the
year ended June 30, 2012, compared with a net loss of $2.28
million during the prior year.
"The Company has incurred recurring operating losses for six
consecutive years including an operating loss of $506 and a net
loss of $2.7 million for the year ended June 30, 2012.
Additionally, at June 30, 2011, and through the fourth quarter of
the fiscal year ended June 30, 2012, the Notes Payable in the
amount of $7.8 million, which matured on Nov. 15, 2009, were in
default and the Company's Original CD Note of $4.5 million, which
matured in February 2011, was also in default. These factors
raised substantial doubt as to the Company's ability to continue
as a going concern at June 30, 2011, and through the third quarter
of the fiscal year ended June 30, 2012," the Company said in its
annual report for the year ended June 30, 2012.
IPARTY CORP: Receives NYSE MKT Non-Compliance Notice
----------------------------------------------------
iParty Corp. has received a letter from the NYSE MKT indicating
that iParty is not in compliance with Section 1003(f)(v) of the
NYSE MKT Company Guide due to its low selling price for a
substantial period of time. Therefore, pursuant to Section
1003(f)(v) of the Company Guide, iParty's continued listing is
predicated on it effecting a reverse stock split of its common
stock within a reasonable period of time, which the Exchange has
determined to be no later than May 20, 2013. If iParty does not
effect a reverse stock split prior to such time, it could become
subject to delisting procedures.
As previously disclosed on Nov. 7, 2012, iParty has formed a
special committee of the independent members of the Board of
Directors and retained Raymond James & Associates, Inc. to assist
the Company in exploring a broad range of financial and strategic
alternatives to enhance shareholder value. Additionally, at
iParty's 2012 Annual Meeting, the stockholders approved an
amendment to iParty's Restated Certificate of Incorporation to
effect a reverse stock split, pursuant to which the existing
shares of iParty's common stock would be combined into new shares
of iParty common stock at an exchange ratio ranging between one-
for-five and one-for-twenty, with the exchange ratio to be
determined by the Board of Directors. With the approval of the
Reverse Stock Split, the Board has the authority but not the
obligation to effect the Reverse Stock Split at any time prior to
the date of the 2013 Annual Meeting.
At this time, no decision has been made to engage in a financing
or strategic transaction and the Special Committee has not set a
definitive time table for this review process. Given the ongoing
review process, the Board has made no determination to effect the
Reverse Stock Split.
About iParty Corp.
Headquartered in Dedham, Massachusetts, iParty Corp. --
http:www.iparty.com/ -- is a party goods retailer that operates 54
iParty retail stores in New England and Florida and an internet
site for costume and related goods and party planning. iParty's
aim is to make throwing a successful event both stress-free and
fun.
ISTAR FINANCIAL: Issues $500 Million of Senior Notes
----------------------------------------------------
iStar Financial Inc. issued (i) $300 million aggregate principal
amount of the Company's 7.125% Senior Notes due 2018; and (ii)
$200 million aggregate principal amount of the Company's 3.00%
Convertible Senior Notes due 2016.
The Notes were issued pursuant to a base indenture, dated as of
Feb. 5, 2001, as amended and supplemented by a supplemental
indenture with respect to the Senior Notes, dated as of Nov. 13,
2012, between the Company and U.S. Bank National Association and a
supplemental indenture with respect to the Convertible Notes,
dated as of Nov. 13, 2012, between the Company and the Trustee.
The Notes are unsecured, senior obligations of the Company and
rank equally in right of payment with all of the Company's
existing and future unsecured, unsubordinated indebtedness.
The Senior Notes bear interest at an annual rate of 7.125% and
mature on Feb. 15, 2018. The Company will pay interest on the
Senior Notes on each February 15 and August 15, commencing on
Aug. 15, 2013. The Convertible Notes bear interest at an annual
rate of 3.00% and mature on Nov. 15, 2016. The Company will pay
interest on the Convertible Notes on each May 15 and November 15,
commencing on May 15, 2013.
Upon the occurrence of a Change of Control Triggering Event, each
holder of the Senior Notes has the right to require the Company to
purchase all or a portion of such holder's Senior Notes at a
purchase price equal to 101% of the principal amount thereof, plus
accrued interest. Upon the occurrence of a Fundamental Change,
each holder of the Convertible Notes has the right to require the
Company to purchase all or a portion of such holder's Convertible
Notes at a purchase price equal to 100% of the principal amount
thereof, plus accrued interest.
Each holder of the Convertible Notes may convert such holder's
Convertible Notes at any time prior to the close of business on
Nov. 14, 2016. The Convertible Notes are convertible at a
conversion rate of 84.9582 shares per $1,000 principal amount of
Convertible Notes, which is equal to a conversion price of
approximately $11.77 per share, subject to adjustment. If a
holder of the Convertible Notes elects to convert such Convertible
Notes in connection with a Make-Whole Fundamental Change, that
holder may also be entitled to receive a make-whole premium upon
conversion in certain circumstances. The Company does not have
the right to redeem the Convertible Notes at its option.
A copy of the Indenture is available for free at:
http://is.gd/4V0I6K
About iStar Financial
New York-based iStar Financial Inc. (NYSE: SFI) provides custom-
tailored investment capital to high-end private and corporate
owners of real estate, including senior and mezzanine real estate
debt, senior and mezzanine corporate capital, as well as corporate
net lease financing and equity. The Company, which is taxed as a
real estate investment trust, provides innovative and value added
financing solutions to its customers.
The Company reported a net loss of $25.69 million in 2011,
compared with net income of $80.20 million in 2010.
iStar Financial's balance sheet at Sept. 30, 2012, showed $6.94
billion in total assets, $5.52 billion in total liabilities,
$14.20 million in redeemable noncontrolling interests, and $1.40
billion in total equity.
* * *
In March 2012, Fitch affirmed the company's 'B-' issuer default
rating. The IDR affirmation is based on a manageable debt
maturity profile of the company, pro forma for the recently-
consummated secured financing that extends certain of the
company's debt maturities, relieving the overhang of significant
unsecured debt maturities in 2012 and 2013. While this 2012
financing does not reduce the amount of total debt outstanding,
the company's debt maturity profile is more manageable over the
next two years, with only 48% of debt maturing pro forma, down
from 61%. Given the mild improvement in commercial real estate
fundamentals and value stabilization, the company's loan and real
estate owned portfolio performance will likely improve going
forward, which should increase the company's ability to repay
upcoming indebtedness.
As reported by the TCR on Oct. 5, 2012, Standard & Poor's Ratings
Services affirmed its 'B+' long-term issuer credit rating on iStar
Financial Inc.
In October 2012, Moody's Investors Service upgraded the corporate
family rating to B2 from B3. The current rating reflects the
REIT's success in extending near term debt maturities and
improving fundamentals in commercial real estate. The ratings on
the October 2012 senior secured credit facility takes into account
the asset coverage, the size and quality of the collateral pool,
and the term of facility.
KIMBALL HILL: Court Trims Trust's Clawback Suit Against C. Goshy
----------------------------------------------------------------
The Liquidation Trust established under Kimball Hill Inc.'s
confirmed plan of reorganization may proceed with one of the two
counts in its lawsuit against C. Goshy Enterprises Inc. after the
Bankruptcy Court granted the defendant's request for summary
judgment and dismissed the trust's preferential transfer claim.
C. Goshy received pre-bankruptyc payments in January 2008
($208,611) and February 2008 ($197,550) on account of a 2007
contract to build a recreation center.
In Count I of the Amended Complaint, the Liquidation Trust seeks
to avoid the February Payment as preferential. In Count II, the
Liquidation Trust seeks to avoid both the January and February
Payments as fraudulent.
The lawsuit is, KHI Liquidation Trust, Plaintiff, v. C. Goshy
Enterprises, Inc., Defendant, Adv. Proc. No. 10ap00998 (Bankr.
N.D. Ill.). A copy of Bankruptcy Judge Timothy A. Barnes' Court's
Nov. 19, 2012 Memorandum Decision is available at
http://is.gd/6kShimfrom Leagle.com.
About Kimball Hill
Headquartered in Rolling Meadow, Illinois, Kimball Hill Inc. --
http://www.kimballhillhomes.com/-- was one of the largest
privately-owned homebuilders and one of the 30 largest
homebuilders in the United States, as measured by home deliveries
and revenues, before filing for bankruptcy. The company operated
within 12 markets, including, among others, Chicago, Dallas, Fort
Worth, Houston, Las Vegas, Sacramento and Tampa, in five regions:
Florida, the Midwest, Nevada, the Pacific Coast and Texas.
Kimball Hill, Inc., and 29 of its affiliates filed for Chapter 11
protection on April 23, 2008 (Bankr. N.D. Ill. Lead Case No. 08-
10095). Ray C. Schrock, Esq., at Kirkland & Ellis LLP, represents
the Debtors in their restructuring efforts. The Debtors'
consolidated financial condition as of Dec. 31, 2007, reflected
total assets of $795,473,000 and total debts $631,867,000.
Kimball Hill filed a Chapter 11 plan of liquidation on Dec. 2,
2008, which provides for the winding down of the Debtors' business
through a liquidation trust. With the support of the official
committee of unsecured creditors and the company's senior lenders
(estimated to recover 37% to 48% of their claims), the plan was
confirmed on March 12, 2009, and took effect 12 days later. U.S.
Bank National Association was appointed as trustee for the
Liquidation Trust.
LAS VEGAS MONORAIL: Emerges from Chapter 11 Bankruptcy
------------------------------------------------------
American Bankruptcy Institute, citing LasVegas.cbslocal.com,
reports that the Las Vegas Monorail Co. has emerged from chapter
11 protection.
About Las Vegas Monorail
Las Vegas, Nevada-based Las Vegas Monorail Company, organized by
the State of Nevada in 2000 as a nonprofit corporation, owns and
manages the Las Vegas Monorail. The Monorail is a seven-stop,
elevated train system that travels along a 3.9-mile route near the
Las Vegas Strip. LVMC has contracted with Bombardier Transit
Corporation to operate the Monorail. Though it benefits from its
tax-exempt status due to being a nonprofit entity, LVMC claims to
be the first privately-owned public transportation system in the
nation to be funded solely by fares and advertising. LVMC says it
receives no governmental financial support or subsidies.
The Company filed for Chapter 11 bankruptcy protection (Bankr. D.
Nev. Case No. 10-10464) on Jan. 13, 2010. Gerald M. Gordon, Esq.,
William M. Noall, Esq., and Gabriel A. Hamm, Esq., at Gordon
Silver, assist the Company in its restructuring effort. Alvarez &
Marsal North America, LLC, is the Debtor's financial advisor.
Stradling Yocca Carlson & Rauth is the Debtor's special bond
counsel. Jones Vargas is the Debtor's special corporate counsel.
The Company disclosed $395,959,764 in assets and $769,515,450 in
liabilities as of the Petition Date.
In April 2010, bondholder Ambac Assurance Corp. lost in its bid to
halt the bankruptcy after U.S. Bankruptcy Judge Bruce A. Markell
ruled that Monorail isn't a municipality and is therefore entitled
to reorganize in Chapter 11. U.S. District Judge James Mahan in
Reno upheld the ruling in October 2010.
LDK SOLAR: To Release Third Quarter Financial Results on Dec. 3
---------------------------------------------------------------
LDK Solar Co., Ltd., will report financial results for the third
quarter ended Sept. 30, 2012, before the market opens on Monday,
Dec. 3, 2012. The company will host a corresponding conference
call and live webcast at 8:00 a.m. Eastern Time (ET) the same day.
About LDK Solar
LDK Solar Co., Ltd. -- http://www.ldksolar.com-- based in Hi-Tech
Industrial Park, Xinyu City, Jiangxi Province, People's Republic
of China, is a vertically integrated manufacturer of photovoltaic
products, including high-quality and low-cost polysilicon, solar
wafers, cells, modules, systems, power projects and solutions.
LDK Solar was incorporated in the Cayman Islands on May 1, 2006,
by LDK New Energy, a British Virgin Islands company wholly owned
by Xiaofeng Peng, LDK's founder, chairman and chief executive
officer, to acquire all of the equity interests in Jiangxi LDK
Solar from Suzhou Liouxin Industry Co., Ltd., and Liouxin
Industrial Limited.
KPMG in Hong Kong, China, said in a May 15, 2012, audit report,
there is substantial doubt on the ability of LDK Solar Co., Ltd.,
to continue as a going concern. According to KPMG, LDK Solar has
a net working capital deficit and is restricted to incur
additional debt as it has not met a financial covenant ratio under
a long-term debt agreement as of Dec. 31, 2011. These conditions
raise substantial doubt about the Group's ability to continue as a
going concern.
The Company's balance sheet at June 30, 2012, showed US$6.40
billion in total assets, US$5.95 billion in total liabilities,
US$254.44 million in redeemable non-controlling interests and
US$192.17 million in total equity.
LEHMAN BROTHERS: Trustee, BNY Ink Agreement for Stay Relief
-----------------------------------------------------------
The U.S. Bankruptcy Court in Manhattan approved an agreement
between Bank of New York Mellon Trust Co. N.A. and the trustee
liquidating Lehman Brothers Holdings Inc.'s brokerage.
The agreement allows BNY Mellon to exercise its rights with
respect to certain collateral held at the bank. The collateral,
which consists of investment securities and cash, was posted in
connection with a 1989 guaranteed investment contract between
Liberty National Bank and Trust Co. of Louisville and Shearson
Lehman Hutton Investments, Inc.
BNY Mellon and the Lehman brokerage are successors to Liberty and
Shearson Lehman, respectively.
A full-text copy of the agreement is available without charge
at http://bankrupt.com/misc/LBHI_StipBNYM112012.pdf
About Lehman Brothers
Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was
the fourth largest investment bank in the United States. For
more than 150 years, Lehman Brothers has been a leader in the
global financial markets by serving the financial needs of
corporations, governmental units, institutional clients and
individuals worldwide.
Lehman Brothers filed for Chapter 11 bankruptcy Sept. 15, 2008
(Bankr. S.D.N.Y. Case No. 08-13555). Lehman's bankruptcy
petition disclosed US$639 billion in assets and US$613 billion in
debts, effectively making the firm's bankruptcy filing the
largest in U.S. history. Several other affiliates followed
thereafter.
Affiliates Merit LLC, LB Somerset LLC and LB Preferred Somerset
LLC sought for bankruptcy protection in December 2009.
The Debtors' bankruptcy cases are handled by Judge James M. Peck.
Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at
Weil, Gotshal & Manges, LLP, in New York, represent Lehman. Epiq
Bankruptcy Solutions serves as claims and noticing agent.
Dennis F. Dunne, Esq., Evan Fleck, Esq., and Dennis O'Donnell,
Esq., at Milbank, Tweed, Hadley & McCloy LLP, in New York, serve
as counsel to the Official Committee of Unsecured Creditors.
Houlihan Lokey Howard & Zukin Capital, Inc., is the Committee's
investment banker.
On Sept. 19, 2008, the Honorable Gerard E. Lynch of the U.S.
District Court for the Southern District of New York, entered an
order commencing liquidation of Lehman Brothers, Inc., pursuant
to the provisions of the Securities Investor Protection Act (Case
No. 08-CIV-8119 (GEL)). James W. Giddens has been appointed as
trustee for the SIPA liquidation of the business of LBI.
The Bankruptcy Court approved Barclays Bank Plc's purchase of
Lehman Brothers' North American investment banking and capital
markets operations and supporting infrastructure for US$1.75
billion. Nomura Holdings Inc., the largest brokerage house in
Japan, purchased LBHI's operations in Europe for US$2 plus the
retention of most of employees. Nomura also bought Lehman's
operations in the Asia Pacific for US$225 million.
Lehman emerged from bankruptcy protection on March 6, 2012, more
than three years after it filed the largest bankruptcy in U.S.
history. The Chapter 11 plan for the Lehman companies other than
the broker was confirmed in December 2011.
Lehman made its first payment of $22.5 billion to creditors in
April 2012 and a second payment of $10.2 billion on Oct. 1. A
third distribution is set for around March 30, 2013. The
brokerage is yet to make a first distribution to non-customers.
Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers
Bankruptcy News. The newsletter tracks the Chapter 11 proceeding
undertaken by Lehman Brothers Holdings, Inc., and other
insolvency and bankruptcy proceedings undertaken by its
affiliates. (http://bankrupt.com/newsstand/or 215/945-700)
LEHMAN BROTHERS: LBI Deal With Deutsche Bank Approved
-----------------------------------------------------
The trustee liquidating Lehman Brothers Holdings Inc.'s brokerage
obtained a court order approving his agreement with Deutsche Bank
AG to settle claims, which stemmed from the early termination of
their swap deal.
Under the terms of the settlement, the trustee will receive
payment in the sum of $83.5 million from Deutsche Bank. In
exchange, the claim filed by the bank's affiliate, Deutsche Bank
Securities Inc., will be allowed as a general unsecured creditor
claim against the Lehman brokerage. A copy of the agreement is
available without charge at http://is.gd/K3w0id
About Lehman Brothers
Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was
the fourth largest investment bank in the United States. For
more than 150 years, Lehman Brothers has been a leader in the
global financial markets by serving the financial needs of
corporations, governmental units, institutional clients and
individuals worldwide.
Lehman Brothers filed for Chapter 11 bankruptcy Sept. 15, 2008
(Bankr. S.D.N.Y. Case No. 08-13555). Lehman's bankruptcy
petition disclosed US$639 billion in assets and US$613 billion in
debts, effectively making the firm's bankruptcy filing the
largest in U.S. history. Several other affiliates followed
thereafter.
Affiliates Merit LLC, LB Somerset LLC and LB Preferred Somerset
LLC sought for bankruptcy protection in December 2009.
The Debtors' bankruptcy cases are handled by Judge James M. Peck.
Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at
Weil, Gotshal & Manges, LLP, in New York, represent Lehman. Epiq
Bankruptcy Solutions serves as claims and noticing agent.
Dennis F. Dunne, Esq., Evan Fleck, Esq., and Dennis O'Donnell,
Esq., at Milbank, Tweed, Hadley & McCloy LLP, in New York, serve
as counsel to the Official Committee of Unsecured Creditors.
Houlihan Lokey Howard & Zukin Capital, Inc., is the Committee's
investment banker.
On Sept. 19, 2008, the Honorable Gerard E. Lynch of the U.S.
District Court for the Southern District of New York, entered an
order commencing liquidation of Lehman Brothers, Inc., pursuant
to the provisions of the Securities Investor Protection Act (Case
No. 08-CIV-8119 (GEL)). James W. Giddens has been appointed as
trustee for the SIPA liquidation of the business of LBI.
The Bankruptcy Court approved Barclays Bank Plc's purchase of
Lehman Brothers' North American investment banking and capital
markets operations and supporting infrastructure for US$1.75
billion. Nomura Holdings Inc., the largest brokerage house in
Japan, purchased LBHI's operations in Europe for US$2 plus the
retention of most of employees. Nomura also bought Lehman's
operations in the Asia Pacific for US$225 million.
Lehman emerged from bankruptcy protection on March 6, 2012, more
than three years after it filed the largest bankruptcy in U.S.
history. The Chapter 11 plan for the Lehman companies other than
the broker was confirmed in December 2011.
Lehman made its first payment of $22.5 billion to creditors in
April 2012 and a second payment of $10.2 billion on Oct. 1. A
third distribution is set for around March 30, 2013. The
brokerage is yet to make a first distribution to non-customers.
Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers
Bankruptcy News. The newsletter tracks the Chapter 11 proceeding
undertaken by Lehman Brothers Holdings, Inc., and other
insolvency and bankruptcy proceedings undertaken by its
affiliates. (http://bankrupt.com/newsstand/or 215/945-700)
LEHMAN BROTHERS: Hale Avenue'S $30-Mil. Claim Discarded
-------------------------------------------------------
The U.S. Bankruptcy Court in Manhattan issued an order disallowing
Hale Avenue Borrower LLC's claim against Lehman Brothers Holdings
Inc.
Hale Avenue filed a $30 million claim, assigned as Claim No.
27222, after Lehman allegedly failed to provide loan under a
pre-bankruptcy agreement. Lehman, however, objected to the claim,
saying the loan has already been funded and that the company has
already assigned its rights and liabilities under the agreement
to Swedbank AB's New York branch.
About Lehman Brothers
Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was
the fourth largest investment bank in the United States. For
more than 150 years, Lehman Brothers has been a leader in the
global financial markets by serving the financial needs of
corporations, governmental units, institutional clients and
individuals worldwide.
Lehman Brothers filed for Chapter 11 bankruptcy Sept. 15, 2008
(Bankr. S.D.N.Y. Case No. 08-13555). Lehman's bankruptcy
petition disclosed US$639 billion in assets and US$613 billion in
debts, effectively making the firm's bankruptcy filing the
largest in U.S. history. Several other affiliates followed
thereafter.
Affiliates Merit LLC, LB Somerset LLC and LB Preferred Somerset
LLC sought for bankruptcy protection in December 2009.
The Debtors' bankruptcy cases are handled by Judge James M. Peck.
Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at
Weil, Gotshal & Manges, LLP, in New York, represent Lehman. Epiq
Bankruptcy Solutions serves as claims and noticing agent.
Dennis F. Dunne, Esq., Evan Fleck, Esq., and Dennis O'Donnell,
Esq., at Milbank, Tweed, Hadley & McCloy LLP, in New York, serve
as counsel to the Official Committee of Unsecured Creditors.
Houlihan Lokey Howard & Zukin Capital, Inc., is the Committee's
investment banker.
On Sept. 19, 2008, the Honorable Gerard E. Lynch of the U.S.
District Court for the Southern District of New York, entered an
order commencing liquidation of Lehman Brothers, Inc., pursuant
to the provisions of the Securities Investor Protection Act (Case
No. 08-CIV-8119 (GEL)). James W. Giddens has been appointed as
trustee for the SIPA liquidation of the business of LBI.
The Bankruptcy Court approved Barclays Bank Plc's purchase of
Lehman Brothers' North American investment banking and capital
markets operations and supporting infrastructure for US$1.75
billion. Nomura Holdings Inc., the largest brokerage house in
Japan, purchased LBHI's operations in Europe for US$2 plus the
retention of most of employees. Nomura also bought Lehman's
operations in the Asia Pacific for US$225 million.
Lehman emerged from bankruptcy protection on March 6, 2012, more
than three years after it filed the largest bankruptcy in U.S.
history. The Chapter 11 plan for the Lehman companies other than
the broker was confirmed in December 2011.
Lehman made its first payment of $22.5 billion to creditors in
April 2012 and a second payment of $10.2 billion on Oct. 1. A
third distribution is set for around March 30, 2013. The
brokerage is yet to make a first distribution to non-customers.
Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers
Bankruptcy News. The newsletter tracks the Chapter 11 proceeding
undertaken by Lehman Brothers Holdings, Inc., and other
insolvency and bankruptcy proceedings undertaken by its
affiliates. (http://bankrupt.com/newsstand/or 215/945-700)
LEHMAN BROTHERS: 250 East's $20-Mil. Claim Disallowed
-----------------------------------------------------
The U.S. Bankruptcy Court in Manhattan issued an order disallowing
Claim No. 27245 filed by 250 East Borrower LLC against Lehman
Brothers Holdings Inc.
The claim seeks $20 million in damages that allegedly resulted
from Lehman's alleged failure to provide loans to 250 East under a
series of agreements they entered into prior to the investment
banker's bankruptcy filing.
About Lehman Brothers
Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was
the fourth largest investment bank in the United States. For
more than 150 years, Lehman Brothers has been a leader in the
global financial markets by serving the financial needs of
corporations, governmental units, institutional clients and
individuals worldwide.
Lehman Brothers filed for Chapter 11 bankruptcy Sept. 15, 2008
(Bankr. S.D.N.Y. Case No. 08-13555). Lehman's bankruptcy
petition disclosed US$639 billion in assets and US$613 billion in
debts, effectively making the firm's bankruptcy filing the
largest in U.S. history. Several other affiliates followed
thereafter.
Affiliates Merit LLC, LB Somerset LLC and LB Preferred Somerset
LLC sought for bankruptcy protection in December 2009.
The Debtors' bankruptcy cases are handled by Judge James M. Peck.
Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at
Weil, Gotshal & Manges, LLP, in New York, represent Lehman. Epiq
Bankruptcy Solutions serves as claims and noticing agent.
Dennis F. Dunne, Esq., Evan Fleck, Esq., and Dennis O'Donnell,
Esq., at Milbank, Tweed, Hadley & McCloy LLP, in New York, serve
as counsel to the Official Committee of Unsecured Creditors.
Houlihan Lokey Howard & Zukin Capital, Inc., is the Committee's
investment banker.
On Sept. 19, 2008, the Honorable Gerard E. Lynch of the U.S.
District Court for the Southern District of New York, entered an
order commencing liquidation of Lehman Brothers, Inc., pursuant
to the provisions of the Securities Investor Protection Act (Case
No. 08-CIV-8119 (GEL)). James W. Giddens has been appointed as
trustee for the SIPA liquidation of the business of LBI.
The Bankruptcy Court approved Barclays Bank Plc's purchase of
Lehman Brothers' North American investment banking and capital
markets operations and supporting infrastructure for US$1.75
billion. Nomura Holdings Inc., the largest brokerage house in
Japan, purchased LBHI's operations in Europe for US$2 plus the
retention of most of employees. Nomura also bought Lehman's
operations in the Asia Pacific for US$225 million.
Lehman emerged from bankruptcy protection on March 6, 2012, more
than three years after it filed the largest bankruptcy in U.S.
history. The Chapter 11 plan for the Lehman companies other than
the broker was confirmed in December 2011.
Lehman made its first payment of $22.5 billion to creditors in
April 2012 and a second payment of $10.2 billion on Oct. 1. A
third distribution is set for around March 30, 2013. The
brokerage is yet to make a first distribution to non-customers.
Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers
Bankruptcy News. The newsletter tracks the Chapter 11 proceeding
undertaken by Lehman Brothers Holdings, Inc., and other
insolvency and bankruptcy proceedings undertaken by its
affiliates. (http://bankrupt.com/newsstand/or 215/945-700)
LEHMAN BROTHERS: Seeks to Remove 120-Day Cap on Mediation
---------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Lehman Brothers Holdings Inc. wants the bankruptcy
judge to remove the 120-day limit on mediation where the
reorganized broker has claims against third parties to recover on
derivatives contracts and special-purpose vehicles.
According to the report, during Lehman's Chapter 11
reorganization, the bankruptcy court approved so-called
alternative dispute resolution procedures calling for mandatory
mediation on claims by or against Lehman. In situations where
Lehman is attempting to recover from a third party, the ADR
procedures allow mediation to terminate on agreement of the
parties and concurrence of the mediator. Mediation ends
automatically 120 days after commencement.
Lehman, the report relates, said in a Nov. 20 filing that
automatic termination of mediation plays into the hands of third
parties who have no intention of negotiating in good faith. They
need only bide their time for 120 days, and then force Lehman into
litigation. Lehman arranged a Dec. 12 hearing for the bankruptcy
judge to remove the 120-day cap on the duration of mediation.
About Lehman Brothers
Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was
the fourth largest investment bank in the United States. For
more than 150 years, Lehman Brothers has been a leader in the
global financial markets by serving the financial needs of
corporations, governmental units, institutional clients and
individuals worldwide.
Lehman Brothers filed for Chapter 11 bankruptcy Sept. 15, 2008
(Bankr. S.D.N.Y. Case No. 08-13555). Lehman's bankruptcy
petition disclosed US$639 billion in assets and US$613 billion in
debts, effectively making the firm's bankruptcy filing the
largest in U.S. history. Several other affiliates followed
thereafter.
Affiliates Merit LLC, LB Somerset LLC and LB Preferred Somerset
LLC sought for bankruptcy protection in December 2009.
The Debtors' bankruptcy cases are handled by Judge James M. Peck.
Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at
Weil, Gotshal & Manges, LLP, in New York, represent Lehman. Epiq
Bankruptcy Solutions serves as claims and noticing agent.
Dennis F. Dunne, Esq., Evan Fleck, Esq., and Dennis O'Donnell,
Esq., at Milbank, Tweed, Hadley & McCloy LLP, in New York, serve
as counsel to the Official Committee of Unsecured Creditors.
Houlihan Lokey Howard & Zukin Capital, Inc., is the Committee's
investment banker.
On Sept. 19, 2008, the Honorable Gerard E. Lynch of the U.S.
District Court for the Southern District of New York, entered an
order commencing liquidation of Lehman Brothers, Inc., pursuant
to the provisions of the Securities Investor Protection Act (Case
No. 08-CIV-8119 (GEL)). James W. Giddens has been appointed as
trustee for the SIPA liquidation of the business of LBI.
The Bankruptcy Court approved Barclays Bank Plc's purchase of
Lehman Brothers' North American investment banking and capital
markets operations and supporting infrastructure for US$1.75
billion. Nomura Holdings Inc., the largest brokerage house in
Japan, purchased LBHI's operations in Europe for US$2 plus the
retention of most of employees. Nomura also bought Lehman's
operations in the Asia Pacific for US$225 million.
Lehman emerged from bankruptcy protection on March 6, 2012, more
than three years after it filed the largest bankruptcy in U.S.
history. The Chapter 11 plan for the Lehman companies other than
the broker was confirmed in December 2011.
Lehman made its first payment of $22.5 billion to creditors in
April 2012 and a second payment of $10.2 billion on Oct. 1. A
third distribution is set for around March 30, 2013. The
brokerage is yet to make a first distribution to non-customers.
Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers
Bankruptcy News. The newsletter tracks the Chapter 11 proceeding
undertaken by Lehman Brothers Holdings, Inc., and other
insolvency and bankruptcy proceedings undertaken by its
affiliates. (http://bankrupt.com/newsstand/or 215/945-700)
LENNY DYKSTRA: Feds Want 30 Months for Dykstra Over Fraud
---------------------------------------------------------
Daniel Wilson at Bankruptcy Law360 reports that U.S. prosecutors
told a California federal court Thursday that a 30-month sentence
was the minimum appropriate for former Philadelphia Phillies
outfielder Lenny Dykstra's "brazen" bankruptcy fraud, even with
his guilty plea.
According to the prosecutors' sentencing brief, while there was no
mandatory minimum sentence for Dykstra's crimes, 30 months would
be the lowest sentence that would satisfy the recommended federal
guidelines, given the onetime ballplayer's bankruptcy fraud, money
laundering and lies to the judge and trustee in his bankruptcy
proceedings, Bankruptcy Law360 relates.
About Lenny Dykstra
Lenny Dykstra is a former Major League Baseball all-star player.
He was center fielder for the New York Mets and Philadelphia
Phillies. He filed for Chapter 11 bankruptcy protection (Bankr.
C.D. Calif. Case No. 09-18409) on July 7, 2009, in Woodland Hills,
California. The Law Office of M. Jonathan Hayes, in Northridge,
California, represents the Debtor. The Debtor estimated up to
$50,000 in assets and $10 million to $50 million in debts in his
Chapter 11 petition.
A Chapter 11 trustee was appointed in September 2009, and the case
was converted to a liquidation in Chapter 7 on November 20, 2009.
The trustee -- Arturo M. Cisneros -- was investigating the
disposition of personal property both before and after the Chapter
11 filing.
In August 2010, Mr. Cisneros stepped down as Chapter 7 trustee
following issues with his failing to disclose the extent of his
business with J.P. Morgan Chase & Co., which happens to be largest
creditor in Mr. Dykstra's case.
LONGVIEW POWER: Bank Debt Trades at 18% Off in Secondary Market
---------------------------------------------------------------
Participations in a syndicated loan under which Longview Power LLC
is a borrower traded in the secondary market at 81.90 cents-on-
the-dollar during the week ended Friday, Nov. 23, a drop of 0.80
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 575 basis points above
LIBOR to borrow under the facility. The bank loan matures on
Oct. 31, 2017. The loan is one of the biggest gainers and losers
among 195 widely quoted syndicated loans with five or more bids in
secondary trading for the week ended Friday.
Longview is a special purpose entity created to construct, own,
and operate a 695 MW supercritical pulverized coal-fired power
plant located in Maidsville, West Virginia, just south of the
Pennsylvania border and approximately 70 miles south of
Pittsburgh. The project is owned 92% by First Reserve Corporation
(First Reserve or sponsor), a private equity firm specializing in
energy industry investments, through its affiliate GenPower
Holdings (Delaware), L.P., and 8% by minority interests.
LONGVIEW POWER: Bank Debt Trades at 14% Off in Secondary Market
---------------------------------------------------------------
Participations in a syndicated loan under which Longview Power LLC
is a borrower traded in the secondary market at 85.65 cents-on-
the-dollar during the week ended Friday, Nov. 23, a drop of 0.20
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 225 basis points above
LIBOR to borrow under the facility. The bank loan matures on Feb.
28, 2014. The loan is one of the biggest gainers and losers among
195 widely quoted syndicated loans with five or more bids in
secondary trading for the week ended Friday.
Longview is a special purpose entity created to construct, own,
and operate a 695 MW supercritical pulverized coal-fired power
plant located in Maidsville, West Virginia, just south of the
Pennsylvania border and approximately 70 miles south of
Pittsburgh. The project is owned 92% by First Reserve Corporation
(First Reserve or sponsor), a private equity firm specializing in
energy industry investments, through its affiliate GenPower
Holdings (Delaware), L.P., and 8% by minority interests.
MEDIA GENERAL: 2012 Fiscal Year to End on Dec. 31
-------------------------------------------------
In accordance with the By-laws of Media General, Inc., the Board
of Directors determined at its Nov. 19, 2012, meeting that the
Company's 2012 fiscal year will end on Dec. 31, 2012, rather than
Dec. 30, 2012, as previously scheduled. The Company's Form 10-K
for the year ended Dec. 31, 2012, will include the additional day.
Going forward, the Company's fiscal year will coincide with the
calendar year which is consistent with many other pure-play
broadcasting peer companies.
About Media General
Richmond, Virginia-based Media General Inc. (NYSE: MEG) --
http://www.mediageneral.com/-- is an independent communications
company with interests in newspapers, television stations and
interactive media in the United States.
The Company reported a net loss of $74.32 million for the fiscal
year ended Dec. 25, 2011, a net loss of $22.64 million for the
fiscal year ended Dec. 26, 2010, and a net loss of $35.76 million
for the fiscal year ended Dec. 27, 2009.
The Company's balance sheet at Sept. 23, 2012, showed
$773.96 million in total assets, $933.87 million in total
liabilities and a $159.91 million stockholders' deficit.
* * *
As reported by the Troubled Company Reporter on April 12, 2012,
Moody's Investors Service downgraded, among other things, Media
General's Corporate Family Rating (CFR) and Probability of Default
Rating (PDR) to Caa1 from B3, concluding the review for downgrade
initiated on Feb. 13, 2012. The downgrade reflects the
significant increase in interest expense associated with the
company's credit facility amend and extend transaction and an
assumed issuance of at least $225 million of new notes, which will
result in limited free cash flow generation and constrain Media
General's capacity to reduce its very high leverage. The weak
free cash flow and high leverage create vulnerability to changes
in the company's highly cyclical revenue and EBITDA generation.
In the Oct. 10, 2012, edition of the TCR, Standard & Poor's
Ratings Services raised its rating on Richmond, Va.-based Media
General Inc. to 'B-' from 'CCC+' and removed it from CreditWatch,
where it was placed with positive implications on May 18, 2012.
"The corporate credit rating on Media General is based on our
expectation that the company will be able to maintain adequate
liquidity despite its very high leverage," noted Standard & Poor's
credit analyst Jeanne Shoesmith.
MEDICAL ALARM: Accepts Investment Term Sheet from GPE Holdings
--------------------------------------------------------------
Medical Alarm Concepts Holdings, Inc., received an investment term
sheet from GPE Holdings, Inc., which does business as the Gramercy
Millennium Group. The term sheet outlines an investment of
$1,050,000 of Series A Preferred stock. The closing is
anticipated on approximately Dec. 20, 2012. Use of proceeds from
this transaction will be for working capital to grow Medical Alarm
Concepts' business operations and to complete two targeted
acquisitions. The original purchase price for this investment is
based on a fully diluted post-money valuation of $6,075,000.
Terms of the investment will include the creation of a new board
of directors consisting of three members. Two members elected by
the Company management and one member at the election of the Lead
Investor. The term sheet also outlines, at the lead investor's
option, a Series B investment where the lead investor will invest
an additional $5.1 million within six months from the closing date
on the same terms based on total fully diluted post-money
valuation of $17,250,000. Two more board seats will be granted to
the lead investor at the close of the Series B round.
As part of this term sheet, it is agreed to and understood that
this investment will trigger the restructuring of Medical Alarm
Concepts, Inc. Ronald Adams will step down as CEO and director of
the Company and will become the CEO and Chairman of Medical Alarm
Concepts, Inc. (MA). At that time a new CEO for the Company will
be appointed. Mr. Adams will nominate two board seats of MA's new
board of directors and the Company will nominate one board seat.
The Company will be provided certain anti-dilution rights relative
to its ownership position in MA. Provisions for a "Spin Out" of
MA into a separate publically traded company will be outlined in a
definitive agreement at a later date.
This Term Sheet is not a commitment to invest, and it provisions
are conditioned on the completion of due diligence, legal review
and documentation that is satisfactory to the Investors.
On Nov. 19, 2012, the Company accepted the term sheet.
About Medical Alarm
Plymouth Meeting, Pa.-based Medical Alarm Concepts Holding, Inc.,
utilizes new technology in the medical alarm industry to provide
24-hour personal response monitoring services and related products
to subscribers with medical or age-related conditions.
The Company's balance sheet at March 31, 2011, showed
$1.40 million in total assets, $3.41 million in total liabilities,
and a $2 million total stockholders' deficit. As of March 31,
2011, the Company had $0 in cash.
The Company said in its quarterly report for the period ended
March 31, 2012, that "We believe we cannot satisfy our cash
requirements for the next twelve months with our current cash and,
unless we receive additional financing, we may be unable to
proceed with our plan of operations. We do not anticipate the
purchase or sale of any significant equipment. We also do not
expect any significant additions to the number of our employees.
The foregoing represents our best estimate of our cash needs based
on current planning and business conditions. Additional funds are
required, and unless we receive proceeds from financing, we may
not be able to proceed with our business plan for the development
and marketing of our core services. Should this occur, we will
suspend or cease operations."
"We anticipate incurring operating losses in the foreseeable
future. Therefore, our auditors have raised substantial doubt
about our ability to continue as a going concern."
MEDYTOX SOLUTIONS: Reports $834,000 Net Income in Third Quarter
---------------------------------------------------------------
Medytox Solutions, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
net income of $834,576 on $8.27 million of revenue for the three
months ended Sept. 30, 2012, compared with net income of $820,450
on $2.55 million of revenue for the same period during the prior
year.
For the nine months ended Sept. 30, 2012, the Company reported
a net loss of $247,284 on $11.95 million of revenue, compared with
net income of $770,420 on $2.56 million of revenue for the same
period during the prior year.
The Company's balance sheet at Sept. 30, 2012, showed $6.09
million in total assets, $7.35 million in total liabilities and a
$1.25 million total stockholders' deficit.
A copy of the Form 10-Q is available for free at:
http://is.gd/QSRN7D
About Medytox Solutions
West Palm Beach, Florida-based Medytox Solutions, Inc., formerly
Casino Players, Inc., is a provider of laboratory services
specializing in providing blood and urine drug toxicology to
physicians, clinics and rehabilitation facilities in the United
States.
Peter Messineo, CPA, in Palm Harbor, Florida, expressed
substantial doubt about Medytox Solutions' ability to continue as
a going concern following the 2011 financial results. The
independent auditor noted that the Company has an accumulated
deficit and negative cash flows from operations, and additionally,
there is certain litigation involving a consolidated entity which
is unresolved.
The Company reported net income of $92,701 of $3.99 million of
revenues for 2011, compared with a net loss of $327,041 on
$77,591 of revenues for 2010.
MONITOR COMPANY: Committee Objects to Bidding Procedures
--------------------------------------------------------
BankruptcyData.com reports that Monitor Company Group Limited
Partnership's official committee of unsecured creditors filed with
the U.S. Bankruptcy Court an objection to the Debtors' motion for
approval of bidding procedures and for authorization to schedule
an auction to solicit higher and better offers for substantially
all the Debtors' assets.
The Creditors Committee asserts, "The procedures described in the
Bid Procedures Motion are not geared towards promoting a robust
auction to maximize value for the benefit of the Debtors' estates.
Rather, approving the proposed bid procedures will serve only to
increase the likelihood that Deloitte Consulting LLP, the stalking
horse bidder, will acquire substantially all the Debtors' assets
for a price that is less than what might be realized if other
potentially interested parties had a more meaningful opportunity
to participate. The relief requested will chill bidding for the
sole benefit of Deloitte and ultimately foreclose any possibility
of creditors receiving a material recovery in these cases."
About Monitor Company Group
Monitor Company Group LP -- http://www.monitor.com/-- is a global
consulting firm with 1,200 personnel in offices across 17
countries worldwide. Founded in 1983 by six entrepreneurs, and
headquartered in Cambridge, Massachusetts, Monitor advises for-
profit, sovereign, and non-profit clients on growing their
businesses and economies and furthering their charitable purposes.
Monitor and several affiliates filed for Chapter 11 bankruptcy
(Bankr. D. Del. Case Nos. 12-13042 to 12-13062) on Nov. 7, 2012.
Judge Hon. Christopher S. Sontchi presides over the case. Pepper
Hamilton LLP and Ropes & Gray LLP serve as the Debtors' counsel.
The financial advisor is Carl Marks Advisory Group LLC. Epiq
Bankruptcy Solutions, LLC is the claims and noticing agent.
The petitions were signed by Bansi Nagji, president.
Bank of America is represented in the case by Jinsoo Kim, Esq.,
and Timothy Graulich, Esq., at Davis Polk & Wardwell LLP; and Mark
D. Collins, Esq., at Richards Layton & Finger PA.
J. Gregory Milmoe, Esq., and Shana A. Elberg, Esq., at Skadden
Arps Slate Meagher & Flom LLP in New York; and Mark Chehi, Esq.,
and Christopher DiVirgilio, Esq., at Skadden Arps in Delaware,
represent Deloitte Consulting LLP.
Caltius Partners IV LP; Caltius Partners Executive IV, LP; and CP
IV Pass-Through (Monitor) LP are represented by John Sieger, Esq.,
at Katten Muchin Rosenman LLP.
Monitor's consolidated unaudited financial statements as of
June 30, 2012, which include the assets and liabilities of non-
Debtor foreign subsidiaries, reflected total assets of roughly
$202 million (including $93 million in current assets) and total
liabilities of roughly $200 million.
Monitor filed for bankruptcy to sell substantially all of their
businesses and assets to Deloitte Consulting LLP, a Delaware
registered limited liability partnership and DCSH Limited, a UK
company limited by shares, subject to higher or otherwise better
offers. The base purchase price set forth in the Stalking Horse
Agreement is $116.2 million, plus (i) assumption of certain
liabilities and (ii) certain cure costs for assumed contracts.
The Stalking Horse Agreement provides for the Stalking Horse
Bidder to receive a combined breakup fee and expense reimbursement
of $4 million.
The Debtors propose to hold an auction on Nov. 28, 2012, at the
offices of the Sellers' counsel, Ropes & Gray LLP in New York.
Closing of the deal must occur by the earlier of (i) 30 days
following entry of the Sale Order and (ii) Feb. 28, 2013.
MORGANS HOTEL: Enters Into $180 Million Mortgage Loan With UBS
--------------------------------------------------------------
Subsidiaries of Morgans Hotel Group Co. entered into a new
mortgage financing with UBS Real Estate Securities Inc., as
lender, consisting of a $180 million nonrecourse mortgage loan,
secured by Hudson, that was fully-funded at closing.
The Hudson 2012 Mortgage Loan bears interest at a reserve adjusted
blended rate of 30-day LIBOR (with a minimum of 0.50%) plus 840
basis points. The Company maintains an interest rate cap for the
amount of the Hudson 2012 Mortgage Loan that will cap the LIBOR
rate on the debt under the Hudson 2012 Mortgage Loan at
approximately 2.5% through the maturity date.
The Hudson 2012 Mortgage Loan matures on Feb. 9, 2014. The
Company has one, one-year extension option that will permit the
Company to extend the maturity date of the Hudson 2012 Mortgage
Loan to Feb. 9, 2015, if certain conditions are satisfied at the
extension date. The extension option requires, among other
things, the borrowers to deliver a business plan and budget for
the extension term reasonably satisfactory to the lender, maintain
a loan to value ratio prior to the initial maturity date of not
greater than 50%, and the payment of an extension fee in an amount
equal to 0.50% of the then outstanding principal amount under the
Hudson 2012 Mortgage Loan. The Company may prepay the loan in an
amount necessary to achieve the loan to value ratio.
The Hudson 2012 Mortgage Loan may be prepaid at any time, in whole
or in part, subject to payment of a prepayment penalty for any
prepayment prior to Nov. 9, 2013. There is no prepayment premium
after Nov. 9, 2013.
The net proceeds from the Hudson 2012 Mortgage Loan were applied
to (1) repay $115 million of outstanding mortgage debt under the
prior first mortgage loan secured by Hudson, (2) repay $36 million
of indebtedness under the Company's $100 million senior secured
revolving credit facility secured by Delano South Beach, and (3)
fund reserves required under the Hudson 2012 Mortgage Loan, with
the remainder available for general corporate purposes.
About Morgans Hotel Group
Based in New York, Morgans Hotel Group Co. (Nasdaq: MHGC) --
http://www.morganshotelgroup.com/-- is widely credited as the
creator of the first "boutique" hotel and a continuing leader of
the hotel industry's boutique sector. Morgans Hotel Group
operates and owns, or has an ownership interest in, Morgans,
Royalton and Hudson in New York, Delano and Shore Club in South
Beach, Mondrian in Los Angeles and South Beach, Clift in San
Francisco, Ames in Boston, and Sanderson and St Martins Lane in
London. Morgans Hotel Group and an equity partner also own the
Hard Rock Hotel & Casino in Las Vegas and related assets. Morgans
Hotel Group also manages hotels in Isla Verde, Puerto Rico and
Playa del Carmen, Mexico. Morgans Hotel Group has other property
transactions in various stages of completion, including projects
in SoHo, New York and Palm Springs, California.
The Company reported a net loss of $87.95 million in 2011, a net
loss of $83.64 million in 2010, and a net loss of $101.60 million
in 2009.
The Company's balance sheet at Sept. 30, 2012, showed $577.02
million in total assets, $702.21 million in total liabilities,
$6.39 million in redeemable noncontrolling interest and a $131.58
million total deficit.
MSR RESORT: Has $10-Mil. Financing Amid One Month Sale Delay
------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the four resorts still owned by Paulson & Co. and
Winthrop Realty Trust are receiving the first slug of $10 million
in additional financing to hold the business together in view of a
one-month delay in auctioning the properties and confirming a
Chapter 11 plan.
According to the report, the official creditors' committee is
objecting to final approval of the loan, for fear there won't be
enough cash to confirm the pending reorganization plan.
The report notes that originally, there would have been a Nov. 8
auction and a Dec. 3 confirmation hearing for approval of the
bankruptcy reorganization plan. As a consequence of objections,
the schedule was moved back so bids are now due Dec. 3, followed
by a Dec. 6 auction. The hearing for approval of disclosure
materials will now be held Dec. 13, as opposed to Nov. 13 under
the prior schedule. The confirmation hearing for approval of the
plan is now set for Jan. 15.
According to the report, the resorts would have run out of cash
absent an additional $10 million in financing offered by Five Mile
Capital Partners LLC, a provider of the existing $80 million in
financing along with Paulson. Last week, the bankruptcy judge
gave interim approval for $5 million of the new loan. There will
be a hearing on Dec. 21 for final authorization to take down the
entire $10 million.
The new loan, the report relates, will meet opposition at the
Dec. 21 final approval hearing. The creditors' committee filed
papers saying there isn't enough cash in the existing purchase and
plan proposal from secured lender Government of Singapore
Investment Corp. to pay off what would be $90 million in financing
for the Chapter 11 effort. The new $10 million, like the prior
$80 million, is subordinate to existing secured loans.
The report relates that Paulson and Winthrop abandoned the idea of
retaining ownership of the remaining resorts they foreclosed in
early 2011. If there is no competing bidder, the Singapore fund
will acquire the properties for $1.5 billion, comprising
$1.12 billion in cash and $360 million in debt.
About MSR Resort
MSR Hotels & Resorts, formerly known as CNL Hotels & Resorts Inc.,
owned a portfolio of eight luxury hotels with over 5,500 guest
rooms, including the Arizona Biltmore Resort & Spa in Phoenix, the
Ritz-Carlton in Orlando, Fla., and Hawaii's Grand Wailea Resort
Hotel & Spa in Maui.
On Jan. 28, 2011, CNL-AB LLC acquired the equity interests in the
portfolio through a foreclosure proceeding. CNL-AB LLC is a joint
venture consisting of affiliates of Paulson & Co. Inc., a joint
venture affiliated with Winthrop Realty Trust, and affiliates of
Capital Trust, Inc.
Morgan Stanley's CNL Hotels & Resorts Inc. owned the resorts
before the Jan. 28 foreclosure.
Following the acquisition, five of the resorts with mortgage debt
scheduled to mature on Feb. 1, 2011, were sent to Chapter 11
bankruptcy by the Paulson and Winthrop joint venture affiliates.
MSR Resort Golf Course LLC and its affiliates filed for Chapter 11
protection (Bankr. S.D.N.Y. Lead Case No. 11-10372) in Manhattan
on Feb. 1, 2011. The resorts subject to the filings are Grand
Wailea Resort and Spa, Arizona Biltmore Resort and Spa, La Quinta
Resort and Club and PGA West, Doral Golf Resort and Spa, and
Claremont Resort and Spa.
James H.M. Sprayregen, P.C., Esq., Paul M. Basta, Esq., Edward O.
Sassower, Esq., and Chad J. Husnick, Esq., at Kirkland & Ellis,
LLP, serve as the Debtors' bankruptcy counsel. Houlihan Lokey
Capital, Inc., is the Debtors' financial advisor. Kurtzman Carson
Consultants LLC is the Debtors' claims agent.
The five resorts had $2.2 billion in assets and $1.9 billion in
debt as of Nov. 30, 2010, according to court filings. In its
schedules, debtor MSR Resort disclosed $59,399,666 in total assets
and $1,013,213,968 in total liabilities.
The Official Committee of Unsecured Creditors is represented by
Martin G. Bunin, Esq., and Craig E. Freeman, Esq., at Alston &
Bird LLP, in New York.
MSR RESORT: Fund Blocks $61-Mil. Default Interest Payment
---------------------------------------------------------
Evan Weinberger at Bankruptcy Law360 reports that Five Mile
Capital Partners LLC, an alternative investment fund with a claim
against MSR Resort Golf Course LLC, on Monday urged a bankruptcy
judge to reject a $61 million default interest payment, calling
the payment a tool to block a rival bid for the resort operator.
About MSR Resort
MSR Hotels & Resorts, formerly known as CNL Hotels & Resorts Inc.,
owned a portfolio of eight luxury hotels with over 5,500 guest
rooms, including the Arizona Biltmore Resort & Spa in Phoenix, the
Ritz-Carlton in Orlando, Fla., and Hawaii's Grand Wailea Resort
Hotel & Spa in Maui.
On Jan. 28, 2011, CNL-AB LLC acquired the equity interests in the
portfolio through a foreclosure proceeding. CNL-AB LLC is a joint
venture consisting of affiliates of Paulson & Co. Inc., a joint
venture affiliated with Winthrop Realty Trust, and affiliates of
Capital Trust, Inc.
Morgan Stanley's CNL Hotels & Resorts Inc. owned the resorts
before the Jan. 28 foreclosure.
Following the acquisition, five of the resorts with mortgage debt
scheduled to mature on Feb. 1, 2011, were sent to Chapter 11
bankruptcy by the Paulson and Winthrop joint venture affiliates.
MSR Resort Golf Course LLC and its affiliates filed for Chapter 11
protection (Bankr. S.D.N.Y. Lead Case No. 11-10372) in Manhattan
on Feb. 1, 2011. The resorts subject to the filings are Grand
Wailea Resort and Spa, Arizona Biltmore Resort and Spa, La Quinta
Resort and Club and PGA West, Doral Golf Resort and Spa, and
Claremont Resort and Spa.
James H.M. Sprayregen, P.C., Esq., Paul M. Basta, Esq., Edward O.
Sassower, Esq., and Chad J. Husnick, Esq., at Kirkland & Ellis,
LLP, serve as the Debtors' bankruptcy counsel. Houlihan Lokey
Capital, Inc., is the Debtors' financial advisor. Kurtzman Carson
Consultants LLC is the Debtors' claims agent.
The five resorts had $2.2 billion in assets and $1.9 billion in
debt as of Nov. 30, 2010, according to court filings. In its
schedules, debtor MSR Resort disclosed $59,399,666 in total assets
and $1,013,213,968 in total liabilities.
The Official Committee of Unsecured Creditors is represented by
Martin G. Bunin, Esq., and Craig E. Freeman, Esq., at Alston &
Bird LLP, in New York.
NAPA HOME: Fresh Market Demands Continental Cover Burn Claims
-------------------------------------------------------------
Beth Winegarner at Bankruptcy Law360 reports that the Fresh Market
Inc. sued Continental Casualty Co. in South Carolina federal court
Monday, claiming the insurer refused to protect the grocery chain
after four customers claimed they were severely burned by firepots
and fuel made by now-bankrupt Napa Home & Garden.
Bankruptcy Law360 relates that the Fresh Market is asking the
court to find Continental Casualty Company in breach of contract
for not honoring the umbrella policy it was under contract to
provide ? and to force it to cover the burn claims that have
spawned numerous suits.
About Napa Home & Garden
Napa Home & Garden, Inc., filed a Chapter 11 petition (Bankr. N.D.
Ga. Case No. 11-69828) on July 5, 2011. The Debtor estimated
assets and debts of $1 million to $10 million. Leslie Pineyro,
Esq., at Jones & Walden, LLC, in Atlanta, serves as counsel to the
Debtor.
The bankruptcy judge appointed a Chapter 11 trustee at the request
of the U.S. Trustee. The Justice Department's bankruptcy watchdog
said a trustee was needed to insure there was "truly a need" for a
quick sale and the transaction was negotiated at arm's length.
NASSAU BROADCASTING: Lenders Sell 10 Stations to Connoisseur
------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that secured lenders to Nassau Broadcasting Partners LP
decided to sell 10 radio stations to Connoisseur Media Acquisition
LLP rather than take title themselves.
According to the report, Nassau initiated a Chapter 11
reorganization in October 2011 owning 45 radio stations in the
northeastern U.S. At auction, secured lenders including Goldman
Sachs Group Inc. and Fortress Investment Group LLC, owed $283.7
million, used $38.7 million of the debt to be the high bidder for
10 stations. Rather than take title themselves by completing the
sale authorized by the court in May, the lenders looked for a
third-party buyer and found Connoisseur. Pending authorization
from regulators to transfer the stations, Nassau arranged for
Connoisseur to run the stations under a management agreement.
The report relates, there will be a Nov. 30 hearing in U.S.
Bankruptcy Court in Delaware for approval of the management
agreement.
The lenders, the report notes, have liens on all assets aside from
the FCC licenses. As to the licenses, they claim security
interests in proceeds of sale.
About Nassau Broadcasting
Nassau Broadcasting Partners LP is a radio-station owner and
operator. Three secured lenders -- affiliates of Goldman Sachs
Group Inc., Fortress Investment Group LLC and P.E. Capital LLC --
filed involuntary Chapter 7 bankruptcy petitions (Bankr. D. Del.
Case No. 11-12934) on Sept. 15, 2011, against Nassau Broadcasting
Partners LP, the owner of 45 radio stations in the northeastern
U.S. The lender group said in court papers that they are owed
$83.8 million secured by all of Nassau's property. Involuntary
petitions were also filed against three affiliates of Nassau,
which is based in Princeton, New Jersey. The lenders said the
stations aren't worth enough to pay them in full.
Nassau Broadcasting in October won a Delaware bankruptcy court's
blessing to convert its involuntary Chapter 7 bankruptcy --
pressed by creditors including Goldman Sachs Lending Partners LLC
-- to a proceeding on its own terms in Chapter 11.
NETBANK INC: Resumes Legal Fight With FDIC Over Refunds
-------------------------------------------------------
Patrick Fitzgerald at Daily Bankruptcy Review reports that the
official overseeing the remnants of a failed Georgia bank says the
Federal Deposit Insurance Corp. has no right to millions of
dollars in tax refunds, the latest salvo in the long-running legal
fight between the regulator and creditors of the former corporate
parents of dozens of failed banks.
About NetBank Inc.
Headquartered in Jacksonville, Florida, NetBank Inc. --
http://www.netbank.com/-- is a financial holding company of
Netbank, the United States' oldest Internet bank serving retail
and business customers in all 50 states. NetBank Inc. did
retail banking, mortgage banking, business finance, and provided
ATM and merchant processing services.
The Company filed for chapter 11 protection (Bankr. M.D. Fla. Case
No. 07-04295) on Sept. 28, 2007. Alan M. Weiss, Esq., at
Holland & Knight LLP, represents the Debtor. Rogers
Towers, Esq. at Kilpatrick Stockton LLP, represents the Official
Committee of Unsecured Creditors.
Clifford Zucker serves as the Liquidating Supervisor for NetBank
under the terms of a Second Amended Liquidating Plan confirmed in
Sept. 2008, and is represented by Michael D. Langford, Esq., and
Shane G. Ramsey, Esq., at Kilpatrick Stockton LLP in Atlanta, Ga.
As of Sept. 25, 2007, the Debtor reported total assets of
$87,213,942 and total debts of $42,245,857. As of August 31,
2008, NetBank, Inc., had total assets of $13,807,207 and total
liabilities of $34,607,868.
NEXSTAR BROADCASTING: Combined Group Posts $5.6-Mil. Q3 Profit
--------------------------------------------------------------
Nexstar Broadcasting Group, Inc., provided combined financial
statements of High Plains Broadcasting Operating Company LLC and
Newport Television LLC Stations in Binghamton, NY; Elmira, NY;
Jackson, TN; Little Rock, AR; Memphis, TN; Salt Lake City, UT;
Syracuse, NY; and Watertown, NY; along with Inergize Digital and
the New York Hub Operating Divisions (the "Newport Assets") for
the nine months ended Sept. 30, 2012, and 2011, in connection with
the proposed acquisition by the Company of the Newport Assets.
The Combined Group reported net income of $5.66 million on $25
million of net revenue for the three months ended Sept. 30, 2012,
compared with net income of $2.95 million on $23.50 million of net
revenue for the same period during the prior year.
For the nine months ended Sept. 30, 2012, the Company reported net
income of $17.45 million on $75.92 million of net revenue,
compared with net income of $13.11 million on $71.74 million of
net revenue for the same period a year ago.
The Combined Group had $161.35 million in total assets, $12.99
million in total liabilities and $148.35 million in owners' equity
as of Sept. 30, 2012.
A copy of the Combined Financial Statements is available for free
at http://is.gd/ZKE5fi
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 Sept. 30, 2012, showed
$611.35 million in total assets, $771.63 million in total
liabilities and a $160.27 million total stockholders' deficit.
* * *
As reported by the TCR on Oct. 26, 2012, Standard & Poor's Ratings
Services raised its corporate credit rating on Irving, Texas-based
Nexstar Broadcasting Group Inc. and on certain subsidiaries to
'B+' from 'B'. "The rating action reflects our view that the
stations that Nexstar will acquire from Newport will improve the
company's business risk profile and that trailing-eight-quarter
leverage will improve to 6x or less over the intermediate term,"
said Standard & Poor's credit analyst Daniel Haines.
In the Oct. 26, 2012, edition of the TCR, Moody's Investors
Service upgraded the corporate family and probability of default
ratings of Nexstar Broadcasting, Inc. (Nexstar) to B2 from B3.
The upgrade and positive outlook incorporate expectations for
continued improvement in the credit profile resulting from both
the transaction and Nexstar's operating performance.
NEXSTAR BROADCASTING: Amends $300 Million Securities Prospectus
---------------------------------------------------------------
Nexstar Broadcasting Group, Inc., filed with the U.S. Securities
and Exchange Commission amendment no. 1 to the Form S-3
registration statement relating to the sale of Class A common
stock, preferred stock, debt securities and warrants in one or
more primary offerings of up to $300,000,000 in aggregate dollar
amount.
The preferred stock and warrants may be convertible into or
exercisable or exchangeable for the Company's Class A common
stock, the Company's preferred stock, the Company's other
securities or the debt or equity securities of one or more other
entities. The Company's principal operating subsidiary, Nexstar
Broadcasting, Inc., may guarantee some or all of the Company's
debt securities as well as one or more other entities.
In addition to the primary offering of securities, ABRY Broadcast
Partners II, L.P., ABRY Broadcast Partners III, L.P., and
affiliated entities hold shares of the Company's Class A common
stock and Class B common stock. Assuming conversion of all shares
of Class B common stock held by ABRY, ABRY, as selling
stockholder, may from time to time sell up to 16,515,384 shares of
the Company's Class A common stock. The Company will not receive
any proceeds from the sale, if any, of Class A common stock by the
selling stockholders pursuant to this prospectus, but the Company
may pay certain registration and offering fees and expenses.
The Company's Class A common stock is traded on The NASDAQ Global
Market under the symbol "NXST." On Nov. 16, 2012, the last
reported sale price of the Company's Class A common stock on The
NASDAQ Global Market was $11.16 per share.
A copy of the amended prospectus is available for free at:
http://is.gd/Ogj90F
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 Sept. 30, 2012, showed
$611.35 million in total assets, $771.63 million in total
liabilities and a $160.27 million total stockholders' deficit.
* * *
As reported by the TCR on Oct. 26, 2012, Standard & Poor's Ratings
Services raised its corporate credit rating on Irving, Texas-based
Nexstar Broadcasting Group Inc. and on certain subsidiaries to
'B+' from 'B'. "The rating action reflects our view that the
stations that Nexstar will acquire from Newport will improve the
company's business risk profile and that trailing-eight-quarter
leverage will improve to 6x or less over the intermediate term,"
said Standard & Poor's credit analyst Daniel Haines.
In the Oct. 26, 2012, edition of the TCR, Moody's Investors
Service upgraded the corporate family and probability of default
ratings of Nexstar Broadcasting, Inc. (Nexstar) to B2 from B3.
The upgrade and positive outlook incorporate expectations for
continued improvement in the credit profile resulting from both
the transaction and Nexstar's operating performance.
NORTEL NETWORKS: Disabled Employees Launch Class Suit
-----------------------------------------------------
Lance Duroni at Bankruptcy Law360 reports that a committee of
disabled employees launched a putative class action Monday against
Nortel Networks Inc. in Delaware bankruptcy court, claiming the
defunct telecom is misleading them in an attempt to wrongfully
strip their benefits.
In order to enroll for benefits in 2013, Nortel requires the 215
disabled employees to waive their rights under the Employee
Retirement Income Security Act and essentially concede that the
company can unilaterally terminate the benefit plans, according to
an adversary complaint obtained by Bankruptcy Law360.
About Nortel Networks
Headquartered in Ontario, Canada, Nortel Networks Corporation and
its various affiliated entities provided next-generation
technologies, for both service provider and enterprise networks,
support multimedia and business-critical applications. Nortel did
business in more than 150 countries around the world. Nortel
Networks Limited was the principal direct operating subsidiary of
Nortel Networks Corporation.
On Jan. 14, 2009, Nortel Networks Inc.'s ultimate corporate parent
Nortel Networks Corporation, NNI's direct corporate parent Nortel
Networks Limited and certain of their Canadian affiliates
commenced a proceeding with the Ontario Superior Court of Justice
under the Companies' Creditors Arrangement Act (Canada) seeking
relief from their creditors. Ernst & Young was appointed to serve
as monitor and foreign representative of the Canadian Nortel
Group. That same day, the Monitor sought recognition of the CCAA
Proceedings in U.S. Bankruptcy Court (Bankr. D. Del. Case No.
09-10164) under Chapter 15 of the U.S. Bankruptcy Code.
That same day, NNI and certain of its affiliated U.S. entities
filed voluntary petitions for relief under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Del. Case No. 09-10138).
In addition, the High Court of England and Wales placed 19 of
NNI's European affiliates into administration under the control of
individuals from Ernst & Young LLP. Other Nortel affiliates have
commenced and in the future may commence additional creditor
protection, insolvency and dissolution proceedings around the
world.
On May 28, 2009, at the request of administrators, the Commercial
Court of Versailles, France, ordered the commencement of secondary
proceedings in respect of Nortel Networks S.A. On June 8, 2009,
Nortel Networks UK Limited filed petitions in U.S. Bankruptcy
Court for recognition of the English Proceedings as foreign main
proceedings under Chapter 15.
U.S. Bankruptcy Judge Kevin Gross presides over the Chapter 11 and
15 cases. Mary Caloway, Esq., and Peter James Duhig, Esq., at
Buchanan Ingersoll & Rooney PC, in Wilmington, Delaware, serves as
Chapter 15 petitioner's counsel.
In the Chapter 11 case, James L. Bromley, Esq., at Cleary Gottlieb
Steen & Hamilton, LLP, in New York, serves as the U.S. Debtors'
general bankruptcy counsel; Derek C. Abbott, Esq., at Morris
Nichols Arsht & Tunnell LLP, in Wilmington, serves as Delaware
counsel. The Chapter 11 Debtors' other professionals are Lazard
Freres & Co. LLC as financial advisors; and Epiq Bankruptcy
Solutions LLC as claims and notice agent.
The United States Trustee appointed an Official Committee of
Unsecured Creditors in respect of the U.S. Debtors. An ad hoc
group of bondholders also was organized.
Fred S. Hodara, Esq., at Akin Gump Strauss Hauer & Feld LLP, in
New York, and Christopher M. Samis, Esq., at Richards, Layton &
Finger, P.A., in Wilmington, Delaware, represent the Official
Committee of Unsecured Creditors.
An Official Committee of Retired Employees and the Official
Committee of Long-Term Disability Participants tapped Alvarez &
Marsal Healthcare Industry Group as financial advisor. The
Retiree Committee is represented by McCarter & English LLP as
Delaware counsel, and Togut Segal & Segal serves as the Retiree
Committee. The Committee retained Alvarez & Marsal Healthcare
Industry Group as financial advisor, and Kurtzman Carson
Consultants LLC as its communications agent.
Several entities, particularly, Nortel Government Solutions
Incorporated and Nortel Networks (CALA) Inc., have material
operations and are not part of the bankruptcy proceedings.
As of Sept. 30, 2008, Nortel Networks Corp. reported consolidated
assets of $11.6 billion and consolidated liabilities of $11.8
billion. The Nortel Companies' U.S. businesses are primarily
conducted through Nortel Networks Inc., which is the parent of
majority of the U.S. Nortel Companies. As of Sept. 30, 2008, NNI
had assets of about $9 billion and liabilities of $3.2 billion,
which do not include NNI's guarantee of some or all of the Nortel
Companies' about $4.2 billion of unsecured public debt.
Since the commencement of the various insolvency proceedings,
Nortel has sold its business units and other assets to various
purchasers. Nortel has collected roughly $9 billion for
distribution to creditors. Of the total, $4.5 billion came from
the sale of Nortel's patent portfolio to Rockstar Bidco, a
consortium consisting of Apple Inc., EMC Corporation,
Telefonaktiebolaget LM Ericsson, Microsoft Corp., Research In
Motion Limited, and Sony Corporation. The consortium defeated a
$900 million stalking horse bid by Google Inc. at an auction. The
deal closed in July 2011.
Nortel has filed a proposed plan of liquidation in the U.S.
Bankruptcy Court. The Plan generally provides for full payment on
secured claims with other distributions going in accordance with
the priorities in bankruptcy law.
ONDOVA LIMITED: Bankr. Court Approves Plan, Sale of Domain Names
----------------------------------------------------------------
Bankruptcy Judge Stacey G.C. Jernigan confirmed the Third Amended
Joint Plan of Liquidation for Ondova Limited Company, a former
Internet domain name registrar.
The Joint Plan was proposed jointly by (a) Daniel J. Sherman, the
Chapter 11 Trustee over Ondova's bankruptcy estate, and (b) Peter
S. Vogel, the receiver presiding over the equity receivership
established by the United States District Court for the Northern
District of Texas, Dallas Division, in Case No. 3:09-CV-0988-F, on
Nov. 24, 2011, with respect to Jeffrey Baron and Mr. Baron's
affiliated entities other than Ondova. Mr. Baron was formerly
Ondova's chief officer and sole equity owner. The Joint Plan
contemplates approval and implementation of (a) a so-called "Plan
Settlement" between the Ondova bankruptcy estate and the
Receivership Entities; (b) a sale of significant assets
contributed to the Joint Plan by the Receivership; (c) the
creation of a Liquidating Trust to accept substantially all the
assets and liabilities of both the Ondova bankruptcy estate and
the Receivership, which Liquidating Trust would resolve and pay
all remaining claims of and against the Receivership and the
Debtor, with a return of residual funds or assets to Mr. Baron
after the satisfaction of all claims; and (d) certain releases of
parties and professionals.
The Bankruptcy Court overruled all pending objections to the Joint
Plan. The Bankruptcy Court also said it will make a report and
recommendation to the District Court, proposing that the District
Court approve the Joint Plan as it relates to the Receivership.
The Receiver and Chapter 11 Trustee have proposed that the Domain
Names be permitted to be sold for $5.2 million (cash) to an entity
named Trans Ltd., which was the winning bidder in an auction
presided over by the Receiver on Nov. 9, 2012. If for any reason,
this sale cannot close, the Receiver and Chapter 11 Trustee have
proposed that the Domain Names be permitted to be sold for $5.1
million (cash) to an entity named Special Jewel Ltd., which was
the second-highest bidder at the auction on Nov. 9, 2012.
The Domain Names are roughly 153,000 ".com" and ".net" internet
domain names (approximately 3,300 of which are held in Novo Point
and the remainder of which are held in Quantec, entities
controlled by Mr. Baron). The Domain Names can be categorized as:
(a) a relatively small percentage of the 153,000 Domain Names
are what the court would refer to as generic names (e.g.,
"eyedoctors.com" or "dinnerware.com") that do not appear to be
obviously trademark-infringing in any way;
(b) an extremely large percentage of the Domain Names are
what the court would refer to as intentionally misspelled names --
"Typosquatting Names" -- in other words, names that any reasonable
person would consider strikingly similar to some commercial entity
that likely owns a trademark in connection with its business (such
as a banking institution or movie company), but certain letters
have been transposed or added to the Domain Name such that the
Domain Name is not exactly the same as the commercial business's
name (e.g., "wellsfagro.com");
(c) another portion of the Domain Names are names of schools,
cities, municipalities that may not be trademarked;
(d) another portion of the names are in the nature of gaming;
(e) a very large percentage of the Domain Names are clearly,
under the "know-it-when-you-see-it" definition of former Justice
Potter Stewart, pornography-oriented; and
(f) a small percentage of very disturbing racial/hate crime
oriented names.
As part of the sale process, the Winning Bidder and Back-Up Bidder
have agreed to carve out from the sale the Child Pornography Names
and Race/Hate Names, and the Chapter 11 Trustee and Receiver have
agreed not only to deactivate these Domain Names but report them
to appropriate law enforcement officials for such officials to
presumably take appropriate action as they may deem fit.
The question of value of the Domain Names has been hotly disputed
at the Confirmation Hearing. Mr. Baron has objected vehemently to
the sale of the Domain Names. He believes they are worth $60+
million, which is far less than the $5.2 million Winning Bid for
the Domain Names. But the credible evidence from the Confirmation
Hearing (from the Receiver; the Chapter 11 Trustee; Mr. Baron;
Matthew Morris (the Receiver's expert); Thies Lindenthal (Mr.
Baron's expert); and Steve Lieberman, a lawyer representative for
the Winning Bidder, by telephone) just does not support such a
conclusion.
A copy of the Bankruptcy Court's Nov. 21, 2012 Findings of Fact
and Conclusions of Law is available at http://is.gd/1tzQLZfrom
Leagle.com.
About Ondova Limited Company
Carrollton, Texas-based Ondova Limited Company, a former Internet
domain name registrar, filed a voluntarily Chapter 11 bankruptcy
case (Bankr. N.D. Tex. Case No. 09-34784) on July 27, 2009, at a
time when Ondova was still controlled by Ondova's former president
and sole equity owner, Jeffrey Baron. Ondova Limited Company, dba
Compana, LLC, and dba budgetnames.com, performed a "middle man"
registration activity pursuant to a license it had from the
Internet Corporation for Assigned Names and Numbers -- which is,
essentially, a creature of the United States Department of
Commerce -- and also pursuant to an agreement with Verisign, Inc.,
which is a private corporation that essentially acts as the
operator of the huge ".com" and ".net" registries. Verisign is
not in any way related to Ondova.
Edwin Paul Keiffer, Esq., at Wright Ginsberg Brusilow, PC, serves
as Ondova's bankruptcy counsel. In its petition, Ondova estimated
$1 million to $10 million in both assets and debts. The petition
was signed by Mr. Baron.
OPEN RANGE: U.S. Trustee Settles With US Over Axed $267MM Loan
--------------------------------------------------------------
Brian Mahoney at Bankruptcy Law360 reports that the Chapter 7
trustee for Open Range Communications Inc. on Wednesday settled
his adversary suit in Delaware bankruptcy court claiming the U.S.
government toppled the rural broadband company into bankruptcy
when it cut off funding for a $267 million loan.
Under the proposed agreement, the U.S. will receive $1.75 million
in a disputed escrow account controlled by Open Range trustee
Charles M. Forman, as well as 37.5 percent of any recovery Open
Range receives from its litigation against One Equity Partners III
LP, according to Bankruptcy Law360.
About Open Range
Greenwood Village, Colo.-based Open Range Communications Inc., a
provider of wireless broadband services to 26,000 rural customers
in 12 states, filed a Chapter 11 petition (Bankr. D. Del. Case No.
11-13188) on Oct. 6, 2011, to either sell the business or shut
down and liquidate. Open Range disclosed about $115.1 million in
assets and $102.8 million in debts. Open Range started its WiMax
broadband and voice service in late 2009, backed by a $267 million
loan from the U.S. Department of Agriculture's Rural Utility
Service and $100 million invested by One Equity Partners, a
financing arm of JPMorgan Chase & Co.
Judge Kevin J. Carey presides over the case. Marion M. Quirk,
Esq., at Cole, Schotz, Meisel, Forman & Leonard, serves as
bankruptcy counsel. Logan & Co. serves as claims agent. FTI
Consulting, Inc., provided a chief restructuring officer, Michael
E. Katzenstein; an associate chief restructuring officer, Chris
Lewand; and hourly temporary staff. The petition was signed by
Chris Edwards, chief financial officer.
In December 2011, Open Range shut down operations after failing to
get the broadcast spectrum it needed, problems with network
quality and vendors, and the "sporadic" flow of money from a
$267 million federal loan, of which Open Range owes a balance of
$73.5 million.
Open Range hired RB Capital LLC and Heritage Global Partners Inc.
as auctioneers and sales agents to conduct an auction of the
assets.
In February 2012, the Debtor obtained an order converting the case
to Chapter 7 liquidation. The Debtor said it was unlikely to have
a reorganization plan resolving the Internet provider's potential
claims against the U.S. Department of Agriculture over a
$267 million loan. Charles Forman was appointed Chapter 7
trustee.
OPTIONS MEDIA: Incurs $970,000 Net Loss in Third Quarter
--------------------------------------------------------
Options Media Group Holdings, Inc., filed with the U.S. Securities
and Exchange Commission its quarterly report on Form 10-Q
disclosing a net loss of $969,539 on $0 of net revenues for the
three months ended Sept. 30, 2012, compared with net earnings of
$710,169 on $4,052 of net revenues for the same period during the
prior year.
For the nine months ended Sept. 30, 2012, the Company reported a
net loss of $4.84 million on $1,333 of net revenues, compared with
a net loss of $11.93 million on $525,103 of net revenues for the
same period a year ago.
The Company's balance sheet at Sept. 30, 2012, showed $926,992 in
total assets, $8.48 million in total liabilities and a $7.55
million total stockholders' deficit.
A copy of the Form 10-Q is available for free at:
http://is.gd/FgLBhR
About Options Media
Boca Raton, Fla.-based Options Media Group Holdings, Inc., had
historically been an Internet marketing company providing e-mail
services to corporate customers. Additionally, Options Media has
a lead generation business and disposed of its SMS text messaging
delivery business. In 2010, Options Media transitioned by
changing its focus to smart phones and acquiring a robust anti-
texting program that prohibits people in vehicles from texting, e-
mailing, and reading such communications while moving. As part of
its focus on mobile software applications, Options Media has also
broadened its suite of products by continuing to improve the
features of its Drive Safe(TM) anti-texting software. In
conjunction with this change of focus, in February 2011, Options
Media sold its e-mail and SMS businesses. Options Media retains
its lead generation business.
The Company reported a net loss of $12.67 million in 2011,
compared with a net loss of $9.86 million in 2010.
In its audit report for the 2011 results, Salberg & Company, P.A.,
in Boca Raton, Florida, expressed substantial doubt about the
Company's ability to continue as a going concern. The independent
auditors noted that the Company has a net loss available to common
stockholders of $12.75 million, and net cash used in continuing
operations of $3.60 million for the year ended Dec. 31, 2011, and
a working capital deficit, stockholders' deficit and accumulated
deficit of $4.11 million, $3.56 million and $35.5 million,
respectively at Dec. 31, 2011. The Company has also discontinued
certain operations.
OVERSEAS SHIPHOLDING: Underwriters Sued Over 2010 Debt Offering
---------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Citigroup Inc., Morgan Stanley and HSBC Securities
(USA) Inc. were among the underwriters sued last week for their
role in a $300 million unsecured debt offering in March 2010 by
Overseas Shipholding Group Inc. The $300 million in 8.125% senior
unsecured notes due in 2018 last traded on Nov. 23 for 39.3 cents
on the dollar, according to Trace, the bond-price reporting system
of the Financial Industry Regulatory Authority.
About Overseas Shipholding
Overseas Shipholding Group, Inc., and 180 affiliates filed
voluntary Chapter 11 petitions (Bankr. D. Del. Lead Case No.
12-20000) on Nov. 14, 2012.
OSG, headquartered in New York City, NY, is one of the largest
publicly traded tanker companies in the world, engaged primarily
in the ocean transportation of crude oil and petroleum products.
OSG, owner or operator of 111 vessels that transport oil and
petroleum products throughout the world, said in a statement that
it intends to use the Chapter 11 process to significantly reduce
its debt profile, reorganize other financial obligations and
create a strong financial foundation for the Company's future.
Greylock Partners LLC Chief Executive John Ray serves as chief
reorganization officer. Cleary Gottlieb Steen & Hamilton LLP
serves as OSG's Chapter 11 counsel, while Chilmark Partners LLC
serves as financial adviser.
The Debtors disclosed $4.15 billion in assets and $2.67 billion in
liabilities as of June 30, 2012. Liabilities include $1.49
billion on an unsecured credit agreement with DNB Bank ASA as
agent. In addition to the secured Chinese loan, there is $518
million in unsecured notes and debentures plus $267 million on
ship mortgages taken down to finance nine vessels.
OVERSEAS SHIPHOLDING: Hiring Approvals Sought, Granted
------------------------------------------------------
BankruptcyData.com reports that Overseas Shipholding Group filed
with the U.S. Bankruptcy Court motions to retain Kurtzman Carson
Consultants (Contact: Albert Kass) to provide administrative
services and, separately, authorizing and approving designation of
John J. Ray, III as chief reorganization officer and the retention
of Greylock Partners (Contact: John J. Ray, III) at hourly rates
ranging from $150 to $595. The Court subsequently approved the
motion to retain Kurtzman Carson Consultants.
About Overseas Shipholding
Overseas Shipholding Group, Inc., and 180 affiliates filed
voluntary Chapter 11 petitions (Bankr. D. Del. Lead Case No.
12-20000) on Nov. 14, 2012.
OSG, headquartered in New York City, NY, is one of the largest
publicly traded tanker companies in the world, engaged primarily
in the ocean transportation of crude oil and petroleum products.
OSG, owner or operator of 111 vessels that transport oil and
petroleum products throughout the world, said in a statement that
it intends to use the Chapter 11 process to significantly reduce
its debt profile, reorganize other financial obligations and
create a strong financial foundation for the Company's future.
Greylock Partners LLC Chief Executive John Ray serves as chief
reorganization officer. Cleary Gottlieb Steen & Hamilton LLP
serves as OSG's Chapter 11 counsel, while Chilmark Partners LLC
serves as financial adviser.
The Debtors disclosed $4.15 billion in assets and $2.67 billion in
liabilities as of June 30, 2012. Liabilities include $1.49
billion on an unsecured credit agreement with DNB Bank ASA as
agent. In addition to the secured Chinese loan, there is $518
million in unsecured notes and debentures plus $267 million on
ship mortgages taken down to finance nine vessels.
PENN TREATY: Commissioner Appeals Liquidation Petitions Denial
--------------------------------------------------------------
The Insurance Commissioner of the Commonwealth of Pennsylvania, in
his capacity of the statutory rehabilitator of Penn Treaty Network
America Insurance Company and American Network Insurance Company,
appealed the Commonwealth Court of Pennsylvania's orders denying
the Insurance Commissioner's petitions for liquidation of the PTNA
and ANIC. The Insurance Commissioner filed the appeal with the
Supreme Court of Pennsylvania. The Company intends to vigorously
oppose the appeal and is unable to predict the outcome of that
appeal.
About Penn Treaty American
Penn Treaty American Corporation -- https://www.penntreaty.com/ --
through its wholly owned direct and indirect subsidiaries, Penn
Treaty Network America Insurance Company, American Network
Insurance Company, American Independent Network Insurance Company
of New York, Network Insurance Senior Health Division and Senior
Financial Consultants Company, is engaged in the underwriting,
marketing and sale of individual and group accident and health
insurance products, principally covering long term nursing home
and home health care.
On Oct. 2, 2009, the Insurance Commissioner of the Commonwealth of
Pennsylvania filed in the Commonwealth Court of Pennsylvania
Petitions for Liquidation for PTNA and American Network Insurance
Company. PTNA is a direct insurance company subsidiary of Penn
Treaty American Corporation, and ANIC is a subsidiary of PTNA.
PHIL'S CAKE: Zions Bank Seeks Trustee for Alessi Bakery
-------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Zions First National Bank, the secured lender for
Phil's Cake Box Bakeries Inc., says the Debtor should be taken
over by a Chapter 11 trustee. The bank contends the family owned
bakery made $660,000 in transfers to non-bankrupt affiliates or
members of the Alessi family. The bank's foreclosure, scheduled
in September was halted when the bakery filed for bankruptcy
reorganization. The bank contends that some of the money was
transferred when foreclosure was pending.
About Alessi's Bakeries
Phil's Cake Box Bakeries, Inc., dba Alessi's Bakeries, Inc., is a
family-owned bakery and catering business owned and operated in
Tampa, Fla., by four generations of the Alessi family. The
operations have grown from a small bakery delivering bread by
horse and wagon, to the current 100,000 square foot manufacturing
facility serving retail customers nationwide, with a retail
location maintaining and continuing its historic traditions in
Tampa.
Alessi's operates from two locations: a manufacturing facility and
a retail bakery. The Eagle Trail manufacturing facility is located
at 5202 Eagle Trail Drive, Tampa. The Eagle Trail Facility is a
100,000 sq. ft. building which houses various production lines
including five ovens, 40,000 sq. ft. of refrigerated space with
four walk-in freezers and two coolers, and 20,000 sq. ft. of raw
material and packing supplies warehouse space. Alessi's also
operates a retail bakery facility, located at 2909 West Cypress
Street, Tampa. Alessi's owns both locations.
As of the Petition Date, Alessi's estimates that it has assets of
roughly $14.5 million and liabilities of roughly $14.7 million.
Liabilities include $5.9 million owing to Zions. There is another
$3 million owing to the Small Business Administration and $820,000
to trade suppliers.
Alessi's filed for bankruptcy to address the over-leveraging due
to the Eagle Trail Facility acquisition and the inability fully
and timely to service debt during the period in which sales
dropped.
Alessi's filed for Chapter 11 bankruptcy (Bankr. M.D. Fla. Case
No. 12-13635) on Sept. 5, 2012. Bankruptcy Judge K. Rodney May
oversees the case. Harley E. Riedel, Esq., at Stichter Riedel
Blain & Prosser, P.A., serves as the Debtor's counsel. The
petition was signed by Philip Alessi, Jr., president.
PICCADILLY RESTAURANTS: U.S. Trustee Forms 7-Member Committee
-------------------------------------------------------------
Henry G. Hobbs, Jr., Acting United States Trustee for Region 5, in
October appointed seven members to the official committee of
unsecured creditors in the Chapter 11 cases of Piccadilly
Restaurants, LLC.
The Creditors Committee members are:
1. Co-Chair
PETER A. MAYER ADVERTISING, INC.
Jay Geiger
318 Camp St.
New Orleans, LA 70130
E-mail: geigerj@peteramayer.com
2. Co-Chair
THE COCA-COLA COMPANY
Bill Kaye
P.O. Box 1734
NAT 2008 Mailstop
Atlanta, GA 30313
E-mail: billkaye@jllconsultants.com
3. ANDREWS SPORT CO. INC.
Ravi Sarojnam
4308 Firestone Road
Metairie, LA 70001
4. CRESCENT BUSINESS MACHINES
Ronnie Zarba
106 Metairie Lawn Drive, Suite 100
Metairie, LA 70001
5. CHANDLER'S PARTS & SERVICE
Corey Files
11656 Darryl Drive
Baton Rouge, LA 70815
6. CALCASIEU MECHANICAL CONTRACTORS
Ray "Jim" Blanchard, Jr.
3121 Country Club Rd.
Lake Charles, LA 70605
7. NEW & ASSOCIATES
John New
P.O. Box 6335
Metairie, LA 70009
Official creditors' committees have the right to employ legal and
accounting professionals and financial advisors, at the Debtor's
expense. They may investigate the Debtor's business and financial
affairs. Importantly, official committees serve as fiduciaries to
the general population of creditors they represent. Those
committees will also attempt to negotiate the terms of a
consensual Chapter 11 plan -- almost always subject to the terms
of strict confidentiality agreements with the Debtors and other
core parties-in-interest. If negotiations break down, the
Committee may ask the Bankruptcy Court to replace management with
an independent trustee. If the Committee concludes reorganization
of the Debtor is impossible, the Committee will urge the
Bankruptcy Court to convert the Chapter 11 cases to a liquidation
proceeding.
About Piccadilly Restaurants
Piccadilly Restaurants, LLC, and two affiliated entities sought
Chapter 11 bankruptcy protection (Bankr. W.D. La. Case Nos.
12-51127 to 12-51129) on Sept. 11, 2012. The affiliates are
Piccadilly Food Service, LLC, and Piccadilly Investments LLC.
Piccadilly Restaurants, LLC, headquartered in Baton Rouge,
Louisiana, is the largest cafeteria-style restaurant in the United
States, with operations in 10 states in the Southeast and Mid-
Atlantic regions. It is wholly owned by Piccadilly Investments,
LLC. Piccadilly operates an institutional foodservice division
through a wholly owned subsidiary, Piccadilly Food Service, LLC,
servicing schools and other organizations. With a history dating
back to 1944, the Company operates 81 restaurants at three owned
and 78 leased locations.
Then known as Piccadilly Cafeterias, Inc., the Company filed for
Chapter 11 relief (Bankr. S.D. Fl. Case No. 03-27976) on Oct. 29,
2003. Paul Steven Singerman, Esq., and Jordi Guso, Esq., at
Berger Singerman, P.A. represented the Debtor in the case. After
Piccadilly declared bankruptcy under Chapter 11, but before its
plan was submitted to the Bankruptcy Court for the Southern
District of Florida, the Bankruptcy Court authorized Piccadilly to
sell its assets to Yucaipa Cos., for about $80 million. In
October 2004, the Bankruptcy Court confirmed the plan.
In the 2012 petition, Piccadilly Restaurants estimated under
$50 million in total assets and liabilities. Judge Robert
Summerhays oversees the 2012 cases. Lawyers at Jones, Walker,
Waechter, Poitevent, Carrere & Denegre, LLP, in New Orleans,
serve as the 2012 Debtors' counsel.
New York-based vulture fund Atalaya Administrative LLC, in its
capacity as administrative agent for Atalaya Funding II, LP,
Atalaya Special Opportunities Fund IV LP (Tranche B), and Atalaya
Special Opportunities Fund (Cayman) IV LP (Tranche B), the
Debtors' prepetition secured lender, is represented in the case
by lawyers at Carver, Darden, Koretzky, Tessier, Finn, Blossman &
Areaux, L.L.C.; and Patton Boggs, LLP.
PIPELINE DATA: Proposes January Auction for Business
----------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Pipeline Data Inc. submitted papers to auction the
business on Jan. 4. There will be a Dec. 19 hearing in U.S.
Bankruptcy Court in Delaware for approval of auction and sale
procedures. The proposed auction on Jan. 4 will determine if
there is anyone to beat the $8 million offer from Applied Merchant
Systems West Coast Inc. Pipeline is proposing that the bankruptcy
judge require submission of competing bids by Dec. 28.
About Pipeline Data
Pipeline Data Inc., a processor of debit and credit cards for
smaller retailers, filed a Chapter 11 petition (Bankr. D. Del.
Case No. 12-13123) Nov. 19, 2012, in Delaware with plans for
selling the business as a going concern.
Alpharetta, Georgia-based Pipeline Data provides credit and debit
card payment processing services to approximately 15,000
merchants. The Company has 36 employees.
Attorneys at Whiteford Taylor Preston LLC, in Wilmington,
Delaware, and Kirkland & Ellis L.L.P. serve as counsel.
AlixPartners L.L.P. is the financial advisor. Dragonfly Capital
Partners L.L.C. is the investment banker.
The Debtor estimated assets of $1 million to $10 million and debts
of $50 million to $100 million. Pipeline, which sough bankruptcy
together with affiliates, owes $66.6 million in principal and
interest to first-lien creditors who have liens on all assets.
PIPELINE DATA: Meeting to Form Creditors' Panel on Nov. 30
----------------------------------------------------------
Roberta A. DeAngelis, the United States Trustee for Region 3, will
hold an organizational meeting on Nov. 30, 2012, at 9:30 a.m. in
the bankruptcy case of Pipeline Data, Inc., et al. The meeting
will be held at:
J Caleb Boggs Federal Building
844 King Street, Room 5209
Wilmington, DE 19801
The sole purpose of the meeting will be to form a committee or
committees of unsecured creditors in the Debtors' case.
The organizational meeting is not the meeting of creditors
pursuant to Section 341 of the Bankruptcy Code. A representative
of the Debtor, however, may attend the Organizational Meeting, and
provide background information regarding the bankruptcy cases.
To increase participation in the Chapter 11 proceeding, Section
1102 of the Bankruptcy Code requires that the United States
Trustee appoint a committee of unsecured creditors as soon as
practicable. The Committee ordinarily consists of the persons,
willing to serve, that hold the seven largest unsecured claims
against the debtor of the kinds represented on the committee.
Section 1103 of the Bankruptcy Code provides that the Committee
may consult with the debtor, investigate the debtor and its
business operations and participate in the formulation of a plan
of reorganization. The Committee may also perform other services
as are in the interests of the unsecured creditors whom it
represents.
Pipeline Data Inc., a processor of debit and credit cards for
smaller retailers, filed a Chapter 11 petition (Bankr. D. Del.
Case No. 12-13123) Nov. 19 with plans to sell the business as a
going concern.
PJ FINANCE: CBRE Wins Approval of $2-Mil. in Fees & Expenses
------------------------------------------------------------
Bankruptcy Judge Brendan Linehan Shannon granted the Final Fee
Application of CBRE Capital Advisors, Inc., the financial advisor
and investment banker to PJ Finance Company, LLC.
CBRE sought final allowance of $1,886,190 in fees and $138,541 in
expenses. The requested fees include $1,316,129 of monthly
advisory fees, and a transaction fee of $570,060 after applying a
monthly fee credit of $658,065.
The Reorganized Debtor filed a limited objection to CBRE's fees.
There is no dispute among the parties as to the monthly advisory
fee. The parties disagree on the correct amount of the
Restructuring Fee, New Equity Fee, and the requested expenses of
$138,541, which include attorneys' fees of $114,879. The
Reorganized Debtor agued CBRE miscalculated its fees by using an
incorrect amount of debt "re-tranched" in calculating the
Restructuring Fee, and overstated its New Equity Fee. The
Reorganized Debtor also challenged CBRE's requested expense
reimbursement as unreasonable.
CBRE requests a Restructuring Fee of $575,000, based on $80
million of debt "re-tranched." The Reorganized Debtor disagreed
with the amount of debt "re-tranched" and believes that only $52
million was re-tranched.
CBRE requests a New Equity Fee in the amount of $653,125, based on
$27.5 million of new equity raised. The Reorganized Debtor said
the new equity raised is $22.5 million, not $27.5 million. The
Reorganized Debtor said CBRE's New Equity Fee should utilize only
a lower rate of 1.25% for a total New Equity Fee of $281,250.
The Reorganized Debtor also said the legal fees are unreasonable.
It argued that CBRE caused its attorneys to expend $23,925 in
legal fees solely to research and calculate comparable
transactions.
Judge Shannon overruled the Reorganized Debtor's objection,
finding that the requested fees and expenses are reasonable.
Judge Shannon noted that the Debtor's case was highly successful.
With the help of Judge Lyons, who mediated this case, the Debtor
and its creditors agreed to a plan of reorganization and sale
procedures as opposed to dismissing the case or converting to
liquidation. This led to a long, but successful, auction with
numerous bumps along the way, including closing the auction and
reopening it. However, this unusual sale process led to a 100%
recovery for all unsecured creditors.
"Under these circumstances, and in the context of a successful
reorganization that CBRE was instrumental in achieving, the Court
finds that the requested compensation is reasonable under [11
U.S.C. Sec.] 330(a)(1)(A)," Judge Shannon said.
A copy of the Court's Nov. 20, 2012 Opinion is available at
http://is.gd/TuqdqDfrom Leagle.com.
About PJ Finance
Chicago, Illinois-based PJ Finance Company, LLC, owns apartment
communities in the states of Arizona, Florida, Georgia, Tennessee
and Texas. PJ Finance owns or holds ownership interests in 32
apartment communities that collectively have more than 9,500
rentable units. It has 20 apartment locations in Texas, and the
remaining 12 in Arizona, Florida, Georgia and Tennessee. The day-
to-day operations of the portfolio are managed by a third party,
WestCorp Management Group One, Inc.
PJ Finance and various affiliates filed for Chapter 11 bankruptcy
protection (Bankr. D. Del. Lead Case No. 11-10688) on March 7,
2011. Matthew L. Hinker, Esq., at Greenberg Traurig, LLP, in
Wilmington, Delaware; and Michelle E. Marino, Esq., and Stuart M.
Brown, Esq., at DLA Piper LLP (US), in Wilmington, Delaware, serve
as bankruptcy counsel. Ernst & Young LLP serves as the Debtors'
independent auditors. Kurtzman Carson Consultants, LLC, is the
Debtors' claims and notice agent. An official committee of
unsecured creditors has been named in the case. Christopher A.
Jarvinen, Esq., Janine M. Cerbone, Esq., Joseph Orbach, Esq., and
Mark T. Power, Esq., at Hahn & Hessen LLP, in New York, N.Y.
represent the committee as lead counsel. Kimberly A. Brown, Esq.,
Matthew B. McGuire, Esq., and Richard Scott Cobb, Esq., at Landis
Rath & Cobb, in Wilmington, Del., serve as the Committee's
local counsel.
The Debtors estimated total assets of at least $275 million
(estimated value of portfolio securing loan to Bank of America)
and total debts of at least $479 million ($475 million owed to
BofA, $4.4 million trade debt).
The Debtor filed a plan of reorganization on Sept. 19, 2011, but
that plan fell apart after disagreement arose between the
creditors and the Debtor. With the help of a mediation process
successfully conducted by the Honorable Raymond T. Lyons, Jr., the
parties agreed to extended deadlines and procedures relating to an
auction process. After a lengthy and robust auction, the Debtor
filed the First Amended Joint Plan of Reorganization of the
Debtors and the Official Committee of Unsecured Creditors Under
Chapter 11 of the Bankruptcy Code on Jan. 25, 2012. The Plan
identified "PJ Finance Company Manager, LLC and WestCorp PJ
Portfolio, LLC, or their designees, as funded by Gaia Real Estate
Investments LLC" as Plan Sponsors. The Court confirmed the Plan
by Order dated May 8, 2012. The Debtors emerged from Chapter 11
protection May 11. The financial restructuring effected through
the Plan provided full recovery to all unsecured creditors.
Scott D. Cousins, Esq., and Ann M. Kashishian, Esq., at Cousins
Chipman & Brown, LLP, represent the Reorganized Debtor.
PLOVER DEVELOPMENT: Files for Chapter 11 Bankruptcy Protection
--------------------------------------------------------------
Hugh R. Morley at The Record reports that Plover Development, a
company affiliated with Kennedy Funding, has filed for bankruptcy
owing $4 million in connection with a failed water theme park in
Wisconsin.
According to the report, Plover Development listed tax liens on
13 Wisconsin properties as its main liabilities. The liens relate
to the so-called aquaplex, a proposed Plover, Wis., project to
convert a 420-acre golf course and tree farm into a world-class
water-skiing park. The park would have included three man-made
lakes and stadium seating, an indoor water park, a hotel, a golf
course, and residential and commercial buildings.
The report relates Kennedy Funding's website said it lent
$2.7 million to the developer of the aquaplex -- H2O Development
Co. -- as seed money for the project, which was started in about
2005. It was eventually expected to cost more than $120 million,
Dan Mahoney, village administrator for Plover, said. But the
project never took off, and Kennedy Funding took ownership of the
land in about 2007 when H2O failed to make payments required in
the loan agreement, Mr. Mahoney said.
The report says Russell L. Low, a Hackensack attorney for Plover
Development, did not return a request for comment, nor did
representatives of Kennedy Funding.
According to the report, Mr. Mahoney said that, in taking the
land, Kennedy also acquired responsibility for taxes and
assessments from the town of Plover Village for improvements
including sewer and water lines for the project.
The report notes the company's bankruptcy filing reported assets
of $4.48 million and liabilities of $4 million, most of it owed to
Portage County.
PMI GROUP: Seeks OK for $2.2B Tax Assets Deal With Subsidiary
-------------------------------------------------------------
Lance Duroni at Bankruptcy Law360 reports that PMI Group Inc.
asked a Delaware bankruptcy judge on Monday to approve a
settlement splitting $2.2 billion of disputed tax assets with an
operating subsidiary that was seized by Arizona insurance
regulators last year.
Bankruptcy Law360 says the deal resolves litigation in multiple
jurisdictions between PMI Group and the operating subsidiary, PMI
Mortgage Insurance Co., or MIC, over ownership of the net
operating loss tax assets, clearing a path out of bankruptcy for
the debtor, according to a settlement motion filed with the court.
About The PMI Group
The PMI Group, Inc., is an insurance holding company whose stock
had, until Oct. 21, 2011, been publicly-traded on the New York
Stock Exchange. Through its principal regulated subsidiary, PMI
Mortgage Insurance Co., and its affiliated companies, the Debtor
provides residential mortgage insurance in the United States.
The PMI Group filed for Chapter 11 bankruptcy (Bankr. D. Del. Case
No. 11-13730) on Nov. 23, 2011. In its schedules, the Debtor
disclosed $167,963,354 in assets and $770,362,195 in liabilities.
Stephen Smith signed the petition as chairman, chief executive
officer, president and chief operating officer.
The Debtor said in the filing that it does not have the financial
resources to pay the outstanding principal amount of the 4.50%
Convertible Senior Notes, 6.000% Senior Notes and the 6.625%
Senior Notes if those amounts were to become due and payable.
The Debtor is represented by James L. Patton, Esq., Pauline K.
Morgan, Esq., Kara Hammond Coyle, Esq., and Joseph M. Barry, Esq.,
at Young Conaway Stargatt & Taylor LLP.
The Official Committee of Unsecured Creditors appointed in the
case retained Morrison & Foerster LLP and Womble Carlyle Sandridge
& Rice, LLP, as bankruptcy co-counsel. Peter J. Solomon Company
serves as the Committee's financial advisor.
PROVIDENT ROYALTIES: Creditors Want Broker Fees Returned
--------------------------------------------------------
Jess Davis at Bankruptcy Law360 reports that U.S. District Judge
Royal Furgeson on Monday said he's "reluctant" to award summary
judgment to creditors for Provident Royalties LLC who want to
recoup about $13.1 million in fees from 15 broker-dealers who sold
securities as part of the company's alleged $485 million Ponzi
scheme.
Bankruptcy Law360 relates that Judge Furgeson said he's equally
reluctant to grant summary judgment to the broker-dealers, who say
the recovery claims are barred by U.S. Bankruptcy Code, but would
review the filings and arguments further before issuing a ruling.
About Provident Royalties
Based in Dallas, Texas, Provident Royalties LLC owned working
interests in oil and gas properties primarily in Oklahoma.
Provident and its affiliates filed for Chapter 11 (Bankr. N.D.
Tex. Case No. 09-33886) on June 22, 2009. Judge Harlin DeWayne
Hale presides over the case. Epiq Bankruptcy Solutions, LLC is
the claims and noticing agent. The United States Trustee for
the Northern District of Texas appointed nine members to the
Official Committee of Unsecured Creditors.
On July 2, 2009, the Securities and Exchange Commission filed,
under seal, a complaint with the District Court for the Northern
District of Texas against the Debtors and certain of their
principals and managing partners on allegations that they sold
stock and limited partnership interest to over 7,700 investors as
part of a $485 million Ponzi scheme. On July 2, 2009, the
District Court appointed Dennis L. Roossien, Jr., at Munsch Hardt
Kopf & Harr P.C. in Dallas, Texas, as receiver for the Debtors.
On July 20, 2009, the Bankruptcy Court named Mr. Roossien, Jr., as
the Debtors' Chapter 11 trustee.
Mr. Roossien, Jr., hired Patton Boggs, LLP, as his special
counsel. Patton Boggs, LLP, was Debtors' counsel before the
appointment of Mr. Roossien, Jr., as Chapter 11 trustee. Mr.
Roossien, Jr., also selected Munsch Hardt Koph & Harr, P.C., as
counsel. Gardere, Wynne, Sewell, LLP represents the official
committee of unsecured creditors. Rochelle McCullough, LLP
represents the official investors committee.
The Company, in its petition, estimated between $100 million and
$500 million each in assets and debts.
As reported in the Troubled Company Reporter on June 21, 2010, the
Chapter 11 Trustee, the official committee of unsecured creditors
and the official investors committee for Provident Royalties LLC
and its affiliates obtained confirmation of their plan of
liquidation. The Plan provides 100% return to all creditors
on their claims with interest, and creates a liquidating trust to
pursue claims against third parties for the benefit of holders of
preferred stock interests.
PURADYN FILTER: Incurs $1.12 Million Net Loss in 3rd Quarter
------------------------------------------------------------
Puradyn Filer Technologies Incorporated filed with the U.S.
Securities and Exchange Commission its quarterly report on Form
10-Q disclosing a net loss of $1.12 million on $472,743 of net
sales for the three months ended Sept. 30, 2012, compared with a
net loss of $497,084 on $554,960 of net sales for the same period
during the prior year.
For the nine months ended Sept. 30, 2012, the Company reported a
net loss of $1.62 million on $2.02 million of net sales, compared
with a net loss of $1.27 million on $1.93 million of net sales for
the same period a year ago.
The Company's balance sheet at Sept. 30, 2012, showed $1.45
million in total assets, $10.12 million in total liabilities and a
$8.67 million total stockholders' deficit.
A copy of the Form 10-Q is available for free at:
http://is.gd/yf8F0W
About Puradyn Filter
Boynton Beach, Fla.-based Puradyn Filter Technologies Incorporated
(OTC BB: PFTI) designs, manufactures and markets the puraDYN's Oil
Filtration System.
As reported in the TCR on April 10, 2012, Webb and Company, P.A.,
in Boynton Beach, Florida, expressed substantial doubt about
Puradyn'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 suffered recurring
losses from operations, its total liabilities exceed its total
assets, and it has relied on cash inflows from an institutional
investor and current stockholder.
RADIOSHACK CORP: Donald Smith Discloses 10% Equity Stake
--------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, Donald Smith & Co., Inc., Donald Smith
Long/Short Equities Fund, L.P., and Rolf Heitmeyer disclosed that,
as of Nov. 1, 2012, they beneficially own 9,982,082 shares of
common stock of RadioShack Corporation representing 10.04% of the
shares outstanding. A copy of the filing is available at:
http://is.gd/HOOZXI
About Radioshack
RadioShack sells consumer electronics and peripherals, including
cellular phones. It operates roughly 4,700 stores in the U.S. and
Mexico. It also operates about 1,500 wireless phone kiosks in
Target stores. The company also generates sales through a network
of 1,100 dealer outlets worldwide. Revenues for the last 12
months' period ending June 30, 2012, were roughly $4.4 billion.
The Company's balance sheet at Sept. 30, 2012, showed $2.23
billion in total assets, $1.57 billion in total liabilities and
$662.4 million in total stockholders' equity.
* * *
As reported by the TCR on Aug. 1, 2012, Standard & Poor's Ratings
Services lowered its corporate credit and senior unsecured debt
ratings on Fort Worth, Texas-based RadioShack Corp. to 'B-' from
'B+'. "The downgrade of RadioShack reflects our view that it will
be very difficult for the company to improve its gross margin in
the second half of the year," said Standard & Poor's credit
analyst Jayne Ross, "given the highly promotional nature of year-
end holiday retailing in the wireless and consumer electronic
categories. It is our belief that all segments of the company's
business will remain under margin pressure for 2012 and into
2013."
In the July 27, 2012, edition of the TCR, Fitch Ratings has
downgraded its long-term Issuer Default Rating (IDR) for
RadioShack Corporation to 'CCC' from 'B-'. The downgrade reflects
the significant decline in RadioShack's profitability, which has
become progressively more pronounced over the past four quarters.
RESIDENTIAL CAPITAL: Wins OK to Remediate Oakland, Calif. Property
------------------------------------------------------------------
Residential Capital LLC and its affiliates sought and obtained the
Court's authority to perform remediation activities in connection
with a real estate property they owned located in Oakland,
California, and incur necessary expenses related to the
remediation activities, including, but not limited to,
reimbursement of tenants' relocation expenses.
In January 2010, ETS Services LLC commenced foreclosure
proceedings in its capacity as trustee for a mortgage loan on a
three-unit residential property located at 1243-1249-1251 76th
Avenue, Oakland, California. In September 2010, Debtor GMAC
Mortgage, LLC, took ownership over the Oakland REO upon completion
of the foreclosure. Following taking ownership of the Oakland
REO, the Debtors eventually became aware of numerous potential
violations of applicable housing codes as a result of the acts and
omissions of the prior owner.
In February 2012, certain tenants of the Oakland REO filed a
complaint seeking damages and injunctive relief against GMAC
Mortgage and third-party defendants in the Superior Court of the
State of California, designated Jose Feliciano, et al. v. GMAC
Mortgage LLC, et al., Civil Case No. RG-11565653. The Plaintiffs
allege the existence of habitability defects and dangerous
conditions at the Oakland REO that constitute violations of their
rental agreements and of applicable housing and residential
tenancy laws.
Following the Petition Date, the Debtors and the Plaintiffs
engaged in discussions regarding the performance by GMAC Mortgage
of remediation activities with respect to the Oakland REO. GMAC
Mortgage is prepared to undertake certain remediation activities,
including paying for repairs and for the cost of relocating the
Oakland REO's current tenants pending completion of the repairs.
The Debtors estimate that aggregate expenditures in connection
with the Remediation will total approximately $118,000.
According to the Debtors, the completion of the Remediation will
ensure that the Oakland REO is in compliance with applicable
housing and residential tenancy laws, and will enhance the value
of the Oakland REO in connection with any future sale of the
property.
The Debtors also relate that GMAC Mortgage was ready to begin the
Remediation but the Plaintiffs refused to vacate the premises, on
the grounds, according to their counsel, that the Debtors'
pending bankruptcy limited the Debtors' authority to perform the
Remediation and incur the related costs.
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.
Nationstar was to make the first bid for the mortgage-servicing
business, while Berkshire Hathaway Inc. would serve as stalking-
horse bidder for the remaining portfolio of mortgages.
The Court extended the general bar date for claims against the
Debtors to Nov. 16, 2012, at 5:00 p.m., due to the events
precipitated by hurricane Sandy.
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).
RICHFIELD EQUITIES: Rizzo Environmental Takes Over Collection
-------------------------------------------------------------
Chris Laine at The Oakland Press reports that Rizzo Environmental
Services is the newest waste and recycling collector of West
Bloomfield Township after the company acquired the contract from
Richfield Equities LLC.
The report notes West Bloomfield's Development Services Department
say residents will continue to receive trash, recycling and yard
waste collection as well as bulk item collection. Waste and
recycling collection days will remain unchanged under the new
hauler.
According to the report, West Bloomfield officials have stated
that Rizzo will continue to provide the funding for the two
Household Hazardous Waste Day events. Contract provisions such as
senior citizen discounts, the option to stop service for vacations
and door service for residents that are unable to place trash and
recycling at the curb are still available under the new Rizzo
contract.
About Richfield Equities
Richfield Equities, L.L.C., Richfield Landfill, Inc., Richfield
Management, L.L.C., and Waste Away Disposal, L.L.C., each filed
voluntary petitions for relief under Chapter 11 of the Bankruptcy
Code (Bankr. E.D. Mich. Case Nos. 12-33788 to 12-33791) on
Sept. 18.
Flint, Mich.-based Richfield Equities is a limited liability
company that directly owns 100% of the ownership interests of each
of Richfield Landfill, Richfield Management, and Waste Away
Disposal. Debtors are a vertically-integrated solid waste
collection, transfer, disposal, and recycling company that service
the southeast, central/mid, and "thumb" regions of Michigan. The
Debtors' operations include two (2) landfills, two (2) transfer
stations, and collection and hauling operations.
The Debtors' consolidated balance sheet shows that as of April 30,
2012, the Debtors had total assets of approximately $37.1 million
and total liabilities of approximately $41.8 million.
As of the Petition Date, the total outstanding principal amount
owed to Comerica Bank was approximately $18 million plus
contingent reimbursement obligations of $8.3 million under
applications for letters of credit issued by the Bank. The
obligations under the Prepetition Credit Documents are secured by
substantially all of the assets of the Debtors and were guaranteed
by each of Landfill, Management, and Waste Away, as well as other
non-debtor individuals and non-operating entities.
Joseph M. Fischer, Esq., Robert A Weisberg, Esq., and Christopher
A. Grosman, Esq., at Carson Fischer PLC, in Bloomfield Hills,
Michigan, represent the Debtors as counsel.
Wolfson Bolton PLLC represents the Official Committee of Unsecured
Creditors of Richfield Equities, L.L.C., et al., as counsel.
Judge Daniel S. Opperman oversees the cases.
The Debtors' cases are jointly administered, for procedural
purposes only, under Case No. 12-33788, which is the case number
assigned to Richfield Equities, L.L.C.
SAGAMORE PARTNERS: Judge Nixes LNR's Foreclosure Attempt
--------------------------------------------------------
Paul Brinkmann at South Florida Business Journal reports U.S.
Bankruptcy Judge A.J. Cristol on Friday held that Miami Beach
developer Marty Taplin's company deserves another chance to cure a
default regarding the Sagamore Hotel. The report relates Judge
Cristol's order held that LNR Partners failed to provide proper
notice of default before filing a foreclosure against the Sagamore
in 2009. The order says LNR must correct that error and give
Sagamore Partners Ltd. 10 days to bring its loan current. The
report says the order paves the way for the Sagamore to emerge
from Chapter 11 bankruptcy and, possibly, defeat a $40 million
foreclosure attempt by a subsidiary of LNR Partners.
According to the report, Mr. Taplin has accused LNR of baiting him
into defaulting on a payment to draw him into special servicing on
his loan, and then refusing to negotiate with him afterward. Those
allegations are still pending in related litigation.
The report notes Sagamore's bankruptcy plan already lays out a
strategy for paying up and emerging from bankruptcy: The company
has been making loan payments into an escrow account. Along with
that money, Mr. Taplin is prepared to spend an additional $5
million to bring the hotel out of Chapter 11.
The report notes LNR has spent about $2.8 million in fees and
costs on the case. According to the report, requests for comment
were declined by Mr. Taplin's attorney, Peter Russin of Meland
Russin & Budwick, and a spokesman for LNR.
About Sagamore Partners
Bay Harbor, Florida-based Sagamore Partners, Ltd., owns and
operates the oceanfront Sagamore Hotel, also known as The Art
Hotel due to its captivating art collection from recognized
artists and its contemporary design. The all-suite boutique hotel
is situated within Miami's Art Deco Historic District on South
Beach. Sagamore Partners is owned by Martin Taplin.
Sagamore Partners filed for Chapter 11 bankruptcy (Bankr. S.D.
Fla. Case No. 11-37867) on Oct. 6, 2011. Judge A. Jay Cristol
presides over the case. Joshua W. Dobin, Esq., and Peter D.
Russin, Esq., at Meland Russin & Budwick, P.A., in Miami, Fla.,
serve as the Debtor's counsel. The Debtor disclosed $71,099,556
in assets and $52,132,849 in liabilities as of the Chapter 11
filing. In its latest schedules, the Debtor disclosed $67,963,210
in assets and $52,060,862 in liabilities. The petition was signed
by Martin W. Taplin, president of Miami Beach Vacation Resorts,
Inc., manager of Sagamore GP, LLC, general partner.
The Debtor has requested for an extension in its solicitation
period. In July 2012, Bankruptcy Judge A. Jay Cristol denied
approval of the disclosure statement explaining its Plan of
Reorganization. Pursuant to the Plan, the Debtor proposes to
reinstate the maturity date of its loan with JPMCC 2006-LDP7 Miami
Beach Lodging, with interest from the Effective Date of the Plan
at the loan's non-default interest rate; and cure monetary
defaults under the Loan by paying the Secured Lender unpaid
interest which has accrued on the Loan at the Interest Rate, but
not interest which has accrued on the Loan at the Default Rate.
According to Judge Cristol, to cure the Loan, the Debtor must
provide for the payment of all amounts due the Secured Lender
under the Loan Documents, including default interest. Absent such
payment, the Debtor may not treat the Secured Lender's claim as
unimpaired under the Plan. Because, as presently structured, the
Plan does not provide for the payment of default interest to the
Secured Lender, the Plan is facially unconfirmable over the
objection of the Secured Lender and approval of the Disclosure
Statement is denied.
The U.S. Trustee has not appointed an official committee in the
case.
SAINT VINCENTS: Malpractice Suit Restored on Trial Calendar
-----------------------------------------------------------
The Appellate Division of the Supreme Court of New York, Second
Department, reversed a lower court order and restored a
consolidated action seeking damages for medical malpractice
against St. John's Queens Medical Center and Catholic Medical
Center of Brooklyn and Queens, Inc., on the trial calendar. The
case is LUZ VASQUEZ, appellant, v. NEW YORK CITY HEALTH AND
HOSPITALS CORP., ET AL., respondents, ET AL., defendant, 2011-
10410 (N.Y.). A copy of the Appellate Division's Nov. 21 Decision
and Order is available at http://is.gd/UPSb4xfrom Leagle.com.
About Saint Vincents
Saint Vincents Catholic Medical Centers of New York, doing
business as St. Vincent Catholic Medical Centers --
http://www.svcmc.org/-- was anchored by St. Vincent's Hospital
Manhattan, an academic medical center located in Greenwich Village
and the only emergency room on the Westside of Manhattan from
Midtown to Tribeca, St. Vincent's Westchester, a behavioral health
hospital in Westchester County, and continuing care services that
include two skilled nursing facilities in Brooklyn, another on
Staten Island, a hospice, and a home health agency serving the
Metropolitan New York area.
Saint Vincent Catholic Medical Centers of New York and six of its
affiliates first filed for Chapter 11 protection on July 5, 2005
(Bankr. S.D.N.Y. Case Nos. 05-14945 through 05-14951).
St. Vincents Catholic Medical Centers returned to bankruptcy by
filing another Chapter 11 petition (Bankr. S.D.N.Y. Case No.
10-11963) on April 14, 2010. The Debtor estimated assets of
$348 million against debts totaling $1.09 billion in the new
petition.
Although the hospitals emerged from the prior reorganization in
July 2007 with a Chapter 11 plan said to have "a realistic chance"
of paying all creditors in full, the bankruptcy left the medical
center with more than $1 billion in debt. The new filing occurred
after a $64 million operating loss in 2009 and the last potential
buyer terminated discussions for taking over the flagship
hospital.
On June 29, 2012, the Bankruptcy Court entered an order confirming
Saint Vincents' Second Amended Chapter 11 Plan. The plan was
declared effective on the same day. Saint Vincents shed off
assets during the bankruptcy.
SAN BERNARDINO, CA: Political Infighting Slows Bankruptcy
---------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that political infighting among council members in San
Bernardino, California, is keeping the city from adopting a budget
that could be the tipping point in a December hearing when the
bankruptcy judge will rule on whether to dismiss the Chapter 9
municipal bankruptcy.
According to the report, unlike a Chapter 11 reorganization for
companies, Chapter 9 requires the judge to make a threshold
determination of eligibility. San Bernardino must also prove
there was a fiscal emergency allowing the city to forego 60 days
of mediation required by state law.
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.
SATCON TECHNOLOGY: Proposes $1.6 Million in Executive Bonuses
-------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Satcon Technology Corp. is proposing an incentive
bonus program for senior executives that would pay as much as a
half year's salary and cost $1.6 million. If approved at a
Dec. 27 hearing by the U.S. Bankruptcy Court in Delaware,
executives would earn 40% of the bonus by implementing an
arrangement to fill customer orders with product provided by the
principal suppler China Great Wall Computer Shenzhen Co. Another
30% would be earned by generation of positive cash flow throughout
the Chapter 11 effort. The last 30% would be due for selling the
business or confirming a reorganization plan for the company as a
going concern.
About SatCon Technology
Based in Boston, SatCon Technology Corporation (NasdaqCM: SATC) --
http://www.satcon.com/-- and its wholly owned subsidiaries
provide utility-grade power conversion solutions for the renewable
energy market, primarily for large-scale commercial and utility-
scale solar photovoltaic markets.
Satcon Technology Corporation, along with six related entities,
filed Chapter 11 petitions (Bankr. D. Del. Case No. 12-12869) on
Oct. 17, 2012.
Satcon disclosed assets of $92.3 million and liabilities totaling
$121.9 million. Liabilities include $13.5 million in secured debt
owing to Silicon Valley Bank. There is another $6.5 million in
secured subordinated debt. Unsecured liabilities include $16
million on subordinated notes.
The Hon. Kevin Gross presides over the case. Dennis A. Meloro,
Esq., at Greenberg Traurig serves as the Debtors' counsel. Fraser
Milner Casgrain LLP acts as the general Canadian counsel. Lazard
Middle Market LLC serves as the Debtors' financial advisor and
investment banker. Epiq Bankruptcy Solutions, LLC, serves as the
Debtors' claims and noticing agent.
An official committee of unsecured creditors has not yet been
appointed in these cases by the Office of the United States
Trustee.
In the past three years, the stock closed to a high of $43.92 on
Jan. 18, 2011. The day before bankruptcy, the stock closed at 35
cents. On Nov. 7, the stock fell 14% to close at 17.5 cents on the
Nasdaq Stock Market.
SINO-FOREST: Files Supplement to Amended Plan of Compromise
-----------------------------------------------------------
Sino-Forest Corporation disclosed that, in connection with its
creditor protection proceedings under the Companies' Creditors
Arrangement Act (Canada), it has filed with the Ontario Superior
Court of Justice a supplement to the Amended Plan of Compromise
and Reorganization concerning Sino-Forest filed with the Court on
Oct. 23, 2012.
The Amended Plan provides for a restructuring transaction under
which Sino-Forest would transfer substantially all of its assets,
other than certain excluded assets, to a newly formed entity to be
owned by the "Affected Creditors" of Sino-Forest. The class of
Affected Creditors includes Sino-Forest's current noteholders and
certain other creditors of Sino-Forest, and excludes unaffected
claims, equity claims, related indemnity claims, subsidiary
intercompany claims, and certain other claims. The assets
transferred to Newco pursuant to the Restructuring Transaction
would include all of the shares of the Company's directly owned
subsidiaries which own, directly or indirectly, all of the
business operations of the Company including Greenheart Group
Limited. The assets transferred to Newco would not include, among
other things, certain litigation claims of the Company against
third parties which would be transferred to a litigation trust to
be established to pursue such claims on behalf of the Affected
Creditors and certain other stakeholders, and cash to fund the
Litigation Trust.
The Plan Supplement includes additional information regarding the
Amended Plan, including: (A) a summary of the terms of the
Litigation Trust, (B) a draft copy of the Litigation Trust
agreement, (C) a summary of certain information concerning Newco,
including information relating to Newco's governance and a summary
of the terms of the Newco shares to be issued to Affected
Creditors upon implementation of the Amended Plan, (D) a
description of the terms of the Newco notes to be issued to
Affected Creditors upon implementation of the Amended Plan, (E) a
summary of the constitution and governance of SFC Escrow Co.,
which will hold certain Newco shares and Newco notes in escrow
pending resolution of certain unresolved claims in accordance with
the Amended Plan, (F) information concerning certain reserves and
other amounts relating to the Amended Plan, and (G) a draft of the
order that the Company intends to submit to the Court providing
for the sanction and approval of the Amended Plan.
Sino-Forest intends to hold a meeting of creditors in respect of
the Amended Plan on Nov. 29, 2012. Further information concerning
the Meeting and the Amended Plan is available in the meeting
information statement concerning the Amended Plan that was mailed
to creditors on Oct. 24, 2012.
In order to be effective, the Amended Plan must be approved by a
majority in number of Affected Creditors with proven claims, and
two-thirds in value of the proven claims held by the Affected
Creditors, in each case who vote (in person or by proxy) on the
Amended Plan at the meeting of Affected Creditors. The Amended
Plan is also subject to the approval of the Court and to numerous
conditions precedent, as well as receipt of any necessary
regulatory approvals. If requisite approvals are received within
the time frames anticipated, Sino-Forest intends to complete the
Restructuring Transaction not later than January 15, 2013.
About Sino-Forest Corp.
Sino-Forest Corporation -- http://www.sinoforest.com/-- is a
commercial forest plantation operator in China. Its principal
businesses include the ownership and management of tree
plantations, the sale of standing timber and wood logs, and the
complementary manufacturing of downstream engineered-wood
products. Sino-Forest also holds a majority interest in
Greenheart Group Limited, a Hong-Kong listed investment holding
company with assets in Suriname (South America) and New Zealand
and involved in sustainable harvesting, processing and sales of
its logs and lumber to China and other markets around the world.
Sino-Forest's common shares have been listed on the Toronto Stock
Exchange under the symbol TRE since 1995.
Sino-Forest Corporation on March 30, 2012, obtained an initial
order from the Ontario Superior Court of Justice for creditor
protection pursuant to the provisions of the Companies' Creditors
Arrangement Act.
Under the terms of the Order, FTI Consulting Canada Inc. will
serve as the Court-appointed Monitor under the CCAA process and
will assist the Company in implementing its restructuring plan.
Gowling Lafleur Henderson LLP is acting as legal counsel to the
Monitor.
During the CCAA process, Sino-Forest expects its normal day-to-
day operations to continue without interruption. The Company has
not planned any layoffs and all trade payables are expected to
remain unaffected by the CCAA proceedings.
SINO-FOREST: Meeting of Creditors to Proceed on Nov. 29
-------------------------------------------------------
Sino-Forest Corporation disclosed that the Court of Appeal for
Ontario today dismissed an appeal by the Company's former auditors
and underwriters from an order made by the Ontario Superior Court
of Justice on July 27, 2012.
On July 27, 2012, the CCAA Court made an order that certain
shareholder class action claims against the Company, and certain
indemnity claims against the Company by the Company's former
auditors and underwriters arising from those shareholder claims,
are "equity claims" as defined in section 2 of the Companies'
Creditors Arrangement Act ("CCAA"). Under the CCAA, equity claims
are subordinated to the claims of general creditors. Today, the
Court of Appeal affirmed the July 27, 2012 decision of the CCAA
Court.
On Oct. 19, 2012, the Company filed an amended Plan of Compromise
and Reorganization and an Information Statement concerning the
Plan. The meeting of the Company's creditors to consider the Plan
is scheduled for Nov. 29, 2012.
About Sino-Forest Corp.
Sino-Forest Corporation -- http://www.sinoforest.com/-- is a
commercial forest plantation operator in China. Its principal
businesses include the ownership and management of tree
plantations, the sale of standing timber and wood logs, and the
complementary manufacturing of downstream engineered-wood
products. Sino-Forest also holds a majority interest in
Greenheart Group Limited, a Hong-Kong listed investment holding
company with assets in Suriname (South America) and New Zealand
and involved in sustainable harvesting, processing and sales of
its logs and lumber to China and other markets around the world.
Sino-Forest's common shares have been listed on the Toronto Stock
Exchange under the symbol TRE since 1995.
Sino-Forest Corporation on March 30, 2012, obtained an initial
order from the Ontario Superior Court of Justice for creditor
protection pursuant to the provisions of the Companies' Creditors
Arrangement Act.
Under the terms of the Order, FTI Consulting Canada Inc. will
serve as the Court-appointed Monitor under the CCAA process and
will assist the Company in implementing its restructuring plan.
Gowling Lafleur Henderson LLP is acting as legal counsel to the
Monitor.
During the CCAA process, Sino-Forest expects its normal day-to-
day operations to continue without interruption. The Company has
not planned any layoffs and all trade payables are expected to
remain unaffected by the CCAA proceedings.
SPRINT NEXTEL: Amends Employment Agreements with Executives
-----------------------------------------------------------
Sprint Nextel Corporation entered into amendments with each of
Keith O. Cowan, Steven L. Elfman, Joseph J. Euteneuer, and Daniel
R. Hesse, to each executive's respective employment agreement. In
general the amendments limit the definition of "competitor," as
used in each such agreement, from those companies providing
communications products or services similar to those the Company
provides generally, to companies providing similar wireless
products or services.
On Nov. 20, 2012, the Company entered into the Seventh
Supplemental Indenture by and among the Company, the subsidiary
guarantors, and The Bank of New York Mellon Trust Company, N.A.,
which amends and supplements the Indenture, dated as of Nov. 20,
2006, by and between the Company and the Trustee, as amended and
supplemented.
The Seventh Supplemental Indenture effects certain amendments to
the Indenture pertaining to the Company's 8.375% Notes due 2017
(CUSIP No. 852061AF7), 11.500% Notes due 2021 (CUSIP Nos.
852061AM2 and 852061AH3), 9.000% Guaranteed Notes due 2018 (CUSIP
Nos. 852061AK6 and U84691AB7), 9.125% Notes due 2017 (CUSIP Nos.
852061AP5 and U84691AC5), 7.000% Guaranteed Notes due 2020 (CUSIP
Nos. 852061AQ3 and U84691AD3), and 7.000% Notes due 2020 (CUSIP
No. 852061AR1). Holders of a majority in aggregate principal
amount of the outstanding Notes, voting as a single class,
consented to the Indenture Amendments.
The Indenture Amendments amend the definition of "Change of
Control" contained in the Indenture pertaining to each Series to
provide an exception to the definition of "Change of Control" for
transactions involving one or more "Permitted Holders," which are
defined in the Indenture Amendments to include SOFTBANK CORP. and
its affiliates.
About Sprint Nextel
Overland Park, Kan.-based Sprint Nextel Corp. (NYSE: S)
-- http://www.sprint.com/-- is a communications company offering
a comprehensive range of wireless and wireline communications
products and services that are designed to meet the needs of
individual consumers, businesses, government subscribers and
resellers.
The Company's balance sheet at Sept. 30, 2012, showed
$48.97 billion in total assets, $40.47 billion in total
liabilities and $8.50 billion in total stockholders' equity.
* * *
As reported by the TCR on Oct. 17, 2012, Standard & Poor's Ratings
Services said its ratings on Overland Park, Kan.-based wireless
carrier Sprint Nextel Corp., including the 'B+' corporate credit
rating, remain on CreditWatch. "The CreditWatch update follows
the announcement that Sprint Nextel has agreed to sell a majority
stake to Softbank," said Standard & Poor's credit analyst Allyn
Arden.
In the Oct. 17, 2012, edition of the TCR, Moody's Investors
Service has placed all the ratings of Sprint Nextel, including its
B1 Corporate Family Rating, on review for upgrade following the
announcement that the Company has entered into a series of
definitive agreements with SOFTBANK CORP.
As reported by the TCR on Aug. 8, 2012, Fitch Ratings affirms,
among other things, the Issuer default rating (IDR) of Sprint
Nextel and its subsidiaries at 'B+'. The ratings for Sprint
reflect the ongoing execution risk both operationally and
financially regarding several key initiatives that the company
expects will improve cash generation, network performance and
longer-term profitability.
STREETWEAR CORP: Ontario Fully Revokes Cease Trade Order
--------------------------------------------------------
The Streetwear Corporation disclosed that the Ontario Securities
Commission has granted an order fully revoking the cease trade
order issued by the OSC on June 24, 2005.
The cease trade order had been imposed by the OSC due to the
failure of Corporation to file, its audited financial statements
for the year ended Jan. 31, 2005 within the time required by
Ontario securities laws.
Pursuant to the Order, the Corporation was granted permission for
the early adoption of International Financial Reporting Standards
for periods beginning on, and after, February 1, 2009.
The current directors and officers of the Corporation are as
follows:
* Saul Rajsky, Richmond Hill, Ontario Director, Chief
Executive Officer,
Chief Financial
Officer and Corporate
Secretary
* Martin Selvin, Montreal, Quebec Director
* Friedrich Pindt, Vienna, Austria Director
Mr. Saul Rajsky, 52, was appointed as a director on January 21,
1999 and is the CEO, CFO and Secretary of the Corporation. His
term in office as a director will expire at the next annual
meeting of shareholders. Mr. Rajsky has been employed on a full
time basis since his appointment and received a bachelor degree
from York University.
Mr. Selvin, 63, was appointed as a director on March 25, 2003.
His term of office will expire at the next annual meeting of
shareholders. Mr. Selvin is a self-employed businessmen operating
within the clothing industry since 1997. Mr. Selvin will devote
the necessary time to the Corporation that is required to
discharge his fiduciary duties.
Mr. Pindt, 35, was appointed a director of the Corporation on
Feb. 28, 2012. His term of office will expire at the next annual
meeting of shareholders. Mr. Pindt is the founding partner of
Pindt & Slovakia, k.s. as consulting company. Previously, he held
various positions within banking as group auditor, asset
management, treasury and risk management. Mr. Pindt will devote
the necessary time to the Corporation that is required to
discharge his fiduciary duties.
All directors are members of the board sub-committees, being: (i)
Audit Committee, (ii) Corporate Governance and Nominating
Committee, and (iii) Compensation Committee.
No director or officer has any indebtedness to the Corporation,
nor have they entered in to a non-competition or non-disclosure
agreement with the Corporation or employment agreement.
The Principle Shareholder of the Corporation is Mr. Rajsky, who
currently holds directly or indirectly, or exercises control or
direction over 18,000,000 common shares of the Corporation
representing 67.9% of the outstanding common shares. Neither
Mr. Selvin nor Mr. Pindt either directly or indirectly have any
ownership interest in the Corporation.
Save for certain historical continuous disclosure materials the
Corporation has been exempted from filing pursuant to the
Revocation Order, the Corporation has filed all continuous
disclosure materials required to be filed pursuant to National
Instrument 51-102. These materials are available under the
Corporation's SEDAR profile at http://www.sedar.com/
The Corporation does not have any definitive plans in place for
the operation of the business going forward. However, it is the
intention of management of the Corporation to investigate
opportunities going forward.
The Corporation has filed the following documents on SEDAR:
-- Audited annual financial statements for the years ended
January 31, 2012, 2011 and 2010.
-- CEO/CFO certificates under National Instrument 52-109 in
respect of the above annual filings.
-- Interim financial statements and CEO/CFO certificates for
the periods ended April 30, 2012 and July 31, 2012.
-- Managements' Discussion and Analysis for the years ended
January 31, 2012, 2011 and 2012 and the interim periods
ended April 30, 2012 and July 31, 2012.
The Corporation has provided an undertaking to the OSC that it
will not complete any of the following transactions without first
filing a prospectus with the OSC:
-- a restructuring transaction involving, directly or
indirectly, an existing or proposed, material underlying
business which is not located in Canada;
-- a reverse takeover with a reverse takeover acquirer that has
a direct or indirect, existing or proposed, material
underlying business which is not located in Canada; or
-- a significant acquisition involving, directly or indirectly,
an existing or proposed, material underlying business which
is not located in Canada.
The Corporation has provided an undertaking to the OSC that it
will hold an annual general meeting of shareholders within the
next three months.
SUPERIOR BOAT: Cramdown Approval Not Necessary
----------------------------------------------
Bankruptcy Judge Neil P. Olack confirmed Superior Boat Works,
Inc.'s Amended Plan of Reorganization. Although no objection to
the Plan was filed, the Confirmation Hearing got interesting when
Superior asked the Court to confirm the Plan in a "cramdown" under
11 U.S.C. Sec. 1129(b). Superior maintains that Class 3 is not an
accepting class, but that both Classes 1 and 2 are accepting
classes. Therefore, Superior asserts that it may "cram" the Plan
"down" on Class 3.
Superior has sold most of its personal property. Under the Plan,
Superior will distribute its liquidated assets upon the Plan
effective date. The Plan designates four classes of claims.
Superior asserts that Classes 1, 2, and 3 are impaired classes of
creditors. Superior also contends that Classes 1 and 2 are
accepting classes for voting purposes, whereas Class 3 is not.
According to the Ballots Report and the Plan, Class 1 consists of
five administrative claims, totaling $9,686. Superior proposes to
pay Class 1 in full on the effective date. Class 2 consists of
one allowed secured tax claim held by the Mississippi Department
of Revenue, formerly known as the Mississippi State Tax
Commission. Superior proposes to pay MDOR $63,395, the full
amount of its claim, plus interest at 12%.
Class 3 consists of 70 general unsecured claims, totaling
$1,367,613. Superior proposes to pay each member of Class 3 a pro
rata share of any cash available for distribution. It does not
appear that there will be sufficient funds to pay all unsecured
creditors in full.
Class 4 consists of two equity security holders who will not
receive any distribution under the Plan. Class 4 has no voting
rights. The Plan also accounts for certain unclassified claims,
including administrative expense claims, priority tax claims, and
U.S. Trustee fees, all to be paid in full on the effective date.
As evidenced by the Ballots Report, all of the members in Classes
1 and 2 voted to accept the Plan. In Class 3, six of the seventy
members cast ballots, and all six members voted to accept the
Plan. The six members hold claims in the total amount of
$1,031,819. No Class 3 member voted to reject the Plan.
"Notwithstanding Superior's attempt to tow the Court into an ocean
of cramdown requirements in Sec. 1129(b), the Court finds that the
better course is to remain in the dry dock provided by Sec.
1129(a). This course is set by the Ballot Report, which reveals
that Class 3 voted to accept the Plan after all. Thus, a
determination as to whether Classes 2 and 3 are impaired for
purposes of voting and cramdown is wholly unnecessary," Judge
Olack said.
Superior asserts that Class 3 is not an accepting class because
"less than 50% of the number of holders of allowed claims filed
ballots accepting the Amended Plan." Judge Olack said Superior
apparently misunderstands the acceptance requirements for
consensual plan confirmation. As explained in a well-regarded
treatise on bankruptcy law, "only creditors that actually voted
count in determining whether the requisite majorities in number
and amount are met," the judge said, citing 7 COLLIER IN
BANKRUPTCY par. 1126.04 (16th ed. 2012). Superior's mistake, the
judge said, is that it applied the acceptance formula to the
number of Class 3 members, rather than to the number of ballots
cast by the Class 3 members (excluding the acceptances of any
insider). Because all six members in Class 3 who did cast
ballots, voted to accept the Plan, the judge said there is
consensual confirmation of the plan under Sec. 1129(a)(8) and
cramdown under Sec. 1129(b) is inapplicable.
A copy of the Court's Nov. 21, 2012 Memorandum Opinion and Order
is available at http://is.gd/coViWKfrom Leagle.com.
About Superior Boat Works
Superior Boat Works, Inc., was a Mississippi corporation that
repaired and constructed ships and barges at a small shipyard
located in Lake Ferguson, Washington County, Greenville,
Mississippi. Superior is owned by Edwin Lea Brent and Collins
Brent. Its president is Collins Brent.
Superior Boat Works, based in Greenville, filed a Chapter 11
petition (Bankr. N.D. Miss. Case No. 09-15836) on Nov. 6, 2009,
represented by William R. Armstrong Jr., Esq., in Jackson, Miss.
Superior closed the shipyard and terminated all of its employees.
The Debtor estimated its assets and debts at $1 million to
$10 million at the time of the filing.
SUPERIOR OFFSHORE: Post-Confirmation Panel Has Standing to Sue
--------------------------------------------------------------
District Judge Nancy F. Atlas ruled that the Confirmation
Committee and the Post Confirmation Equity Subcommittee
established under the confirmed plan of liquidation for Superior
Offshore International, Inc., have standing to sue Louis E.
Schaefer, Jr., Superior's CEO, and James J. Mermis, Roger D.
Burks, and R. Joshua Koch, Jr., members of Superior's Board of
Directors prior to the Company's Initial Public Offering in April
2007. Mr. Schaefer also served as Chairman of the Board. Mr.
Schaefer founded Superior in 1986 and served as its CEO until
August 2006.
The PCES filed the lawsuit in Superior's name as an adversary
proceeding in connection with Superior's bankruptcy. The Court
withdrew the reference to the Bankruptcy Court by Order entered
August 25, 2011. The PCES alleges in its Amended Complaint that
the Defendants breached the duty of care they owed Superior (Count
One), breached the duty of loyalty and good faith (Count Two), and
engaged in self dealing (Count Three). The PCES alleges that the
Defendants breached their duties of care, loyalty and good faith
to Superior, and engaged in self dealing, by approving a $28
million special dividend to Mr. Schaefer and giving Mr. Schaefer
the full benefit of an increased IPO including an additional 1.725
million shares, thus leaving Superior grossly undercapitalized
because it received only $17.9 million from the IPO instead of the
full $45 million that Superior needed in order to continue
operating its business. The PCES alleges also that the Defendants
breached their duty of care, loyalty and good faith to Superior,
and engaged in self dealing, by seeking approval of an increase in
Superior's revolving credit facility with JPMorgan from $20
million to $30 million, and entering into senior secured term
loans with Fortis Capital Corp. without making full disclosure of
the company's gross undercapitalization, projected revenue
shortfalls, and the dramatic decline in utilization of Superior's
vessels. The PCES alleges further that Messrs. Mermis and Burks
breached their duty of care, loyalty and good faith to Superior,
and engaged in self dealing, by failing to disclose and pursue
other, more lucrative offers, for the vessel Superior Achiever
that Superior was attempting to sell.
The Defendants assert the PCES lacks standing to assert the
special dividend and overallotment claims against them because the
PCES did not own any Superior stock at the time the alleged
misconduct occurred. The Court ruled, however, that the PCES
specifically obtained the right to sue the Defendants from the
Plan of Liquidation approved by the Bankruptcy Court in connection
with Superior's bankruptcy.
The lawsuit is, SUPERIOR OFFSHORE INTERNATIONAL, INC., Plaintiff,
v. LOUIS E. SCHAEFER, JR., et al., Defendants, Civil Case No. H-
11-3130 (S.D. Tex.). A copy of the District Court's Nov. 20, 2012
Memorandum and Order is available at http://is.gd/GIip3tfrom
Leagle.com.
About Superior Offshore
Headquartered in Houston Texas, Superior Offshore International
Inc. (Nasdaq: DEEP) -- http://www.superioroffshore.com/--
provided subsea construction and commercial diving services to the
offshore oil and gas industry. Superior Offshore sought Chapter
11 protection (Bankr. S.D. Tex. Case No. 08-32590) on April 24,
2008. The Debtor disclosed total assets of $67,587,927 and total
liabilities of $54,359,884 in its Schedules. David Ronald Jones,
Esq., and Joshua Walton Wolfshohl, Esq., at Porter & Hedges LLP,
represented the Debtor as counsel. H. Malcolm Lovett, Jr. was
appointed as Plan Agent.
The U.S. Trustee for Region 7 appointed five creditors to serve on
an Official Committee of Unsecured Creditors. Douglas S. Draper,
Esq., at Heller Draper Hayden Patrick & Horn LLC, and Michael D.
Rubenstein, Esq., at Liskow Lewis, represented the Committee as
counsel. The company's chapter 11 plan of liquidation took effect
in February 2009 and the United States Court of Appeals blessed
the plan in December 2009.
SUSAN LUNAN: Case Trustee Immune Against Suit Over Asset Sale
-------------------------------------------------------------
The husband of a chapter 7 debtor seeks damages from the debtor's
chapter 7 trustee and her court-appointed auctioneer for
conversion, intentional infliction of emotional distress,
violation of civil rights under 42 U.S.C. Sec. 1983, and violation
of due process rights under the Tennessee Constitution. Larry N.
Lunan contends the defendants illegally sold his property and that
of his adult children when they sold his wife Susan's property
pursuant to the bankruptcy court's orders. Larry contends the
Trustee and the Auctioneer conspired to liquidate the property
converted from the Plaintiff and are therefore liable. Larry has
asked the bankruptcy court to remand his lawsuit to state court,
where it was originally filed, based on the allegation that
removal was untimely and improper. The defendants seek dismissal
for failure to state a claim upon which relief may be granted and
on the assertion that the defendants are protected by quasi-
judicial immunity.
In a Nov. 21 Memorandum available at http://is.gd/hv8KO0from
Leagle.com, Bankruptcy Judge Marcia Phillips Parsons held that the
Defendants were acting pursuant to bankruptcy court orders in
liquidating the property. Accordingly, they are protected by
immunity.
The lawsuit is, LARRY N. LUNAN, Plaintiff, v. DAVID H. JONES,
Chapter 7 Trustee, an individual, KEN PHILLIPS, an individual, and
JOHN DOE 1 and 2, Defendants, Adv. Pro. No. 12-5033 (Bankr. E.D.
Tenn.).
Susan H. Lunan filed a voluntary Chapter 11 petition (Bankr. E.D.
Tenn. Case No. 08-52584) on Dec. 24, 2008. More than nine months
later the case was converted to chapter 7 on Oct. 9, 2009, after
she failed to file a chapter 11 plan within the time contemplated
by an agreed order. David H. Jones was appointed chapter 7
trustee.
STRATUS MEDIA: Incurs $3.46 Million Net Loss in Third Quarter
-------------------------------------------------------------
Stratus Media Group, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing a
net loss of $3.46 million on $143,334 of net revenues for the
three months ended Sept. 30, 2012, compared with a net loss of
$4.33 million on $250,201 of net revenues for the same period a
year ago.
For the nine months ended Sept. 30, 2012, the Company reported a
net loss of $9.31 million on $374,542 of net revenues, compared
with a net loss of $8.19 million on $250,201 of net revenues for
the same period during the prior year.
The Company's balance sheet at Sept. 30, 2012, showed $3.94
million in total assets, $9.98 million in total liabilities, all
current, and a $6.03 million total shareholders' deficit.
A copy of the Form 10-Q is available for free at:
http://is.gd/YA8UMN
About Stratus Media
Santa Barbara, Calif.-based Stratus Media Group, Inc., is an
owner, operator and marketer of live sports and entertainment
events. Subject to the availability of capital, the Company
intends to aggregate a large number of complementary live sports
and entertainment events across North America and internationally.
The Company reported a net loss of $15.83 million in 2011,
compared with a net loss of $8.41 million in 2010.
Goldman Kurland and Mohidin LLP, in Encino, California, issued a
"going concern" qualification on the consolidated financial
statements for the year ended Dec. 31, 2011, citing recurring
losses and negative cash flow from operations which raised
substantial doubt as to the ability of the Company to continue as
a going concern.
SUNVALLEY SOLAR: Incurs $313,000 Net Loss in Third Quarter
----------------------------------------------------------
Sunvalley Solar, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $313,078 on $2.26 million of revenue for the three months ended
Sept. 30, 2012, compared with a net loss of $193,281 on $202,030
of revenue for the same period during the prior year.
For the nine months ended Sept. 30, 2012, the Company reported a
net loss of $725,757 on $3.20 million of revenue, compared with a
net loss of $128,879 on $2.94 million of revenue for the same
period a year ago.
Sunvalley Solar's balance sheet at Sept. 30, 2012, showed
$6.50 million in total assets, $5.60 million in total liabilities
and $905,575 in total stockholders' equity.
A copy of the Form 10-Q is available for free at:
http://is.gd/fHtD5j
About Sunvalley Solar
Sunvalley Solar, Inc., is a California-based solar power
technology and system integration company. Since the inception of
its business in 2007, the company has focused on developing its
expertise and proprietary technology to install residential,
commercial and governmental solar power systems.
Sunvalley Solar reported a net loss of $398,866 in 2011, compared
with a net loss of $375,839 in 2010.
In its audit report for the 2011 results, Sadler, Gibb &
Associates, LLC, in Salt Lake City, UT, noted that the Company had
losses from operations of $104,000 and accumulated deficit of
$1.36 million, which raises substantial doubt about the Company's
ability to continue as a going concern.
SWORDFISH FINANCIAL: Incurs $643,600 Net Loss in Third Quarter
--------------------------------------------------------------
Swordfish Financial, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
a net loss of $643,653 on for the three months ended Sept. 30,
2012, compared with a net loss of $238,499 for the same period a
year ago.
For the six months ended Sept. 30, 2012, the Company reported a
net loss of $1.55 million, compared with a net loss of $961,223
for the same period during the preceding year.
The Company's balance sheet at Sept. 30, 2012, showed $940 in
total assets, $6.07 million in total liabilities and a $6.07
million total stockholders' deficit.
A copy of the Form 10-Q is available for free at:
http://is.gd/YqA9Oh
About Swordfish Financial
Rockwall, Tex.-based Swordfish Financial, Inc., formerly Nature
Vision, Inc., designed, manufactured and marketed outdoor
recreation products primarily for the sport fishing and hunting
markets. Based on the limited assets, product lines and resources
remaining after the M&I Business Credit LLC liquidation, Swordfish
Financial, Inc. has decided that there is not enough remaining of
the Nature Vision operations to continue as an outdoor
recreations products company and will concentrate on the business
on being an asset recovery company and using the financial
resources recovered to retire the Company's debts and invest in
other businesses domestically and internationally.
After auditing the 2011 financial statements, Patrick Rodgers,
CPA, PA, in Altamonte Springs, 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 negative cash flows from operations the
past three years.
The Company reported a net loss of $1.36 million on $0 of sales in
2011, compared with a net loss of $2.69 million on $0 of sales in
2010.
T3 MOTION: Incurs $1.8 Million Net Loss in Third Quarter
--------------------------------------------------------
T3 Motion, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $1.88 million on $884,924 of net revenues for the three months
ended Sept. 30, 2012, compared with a net loss of $1.20 million on
$1.88 million of net revenues for the same period during the prior
year.
For the nine months ended Sept. 30, 2012, the Company reported a
net loss of $4.98 million on $3.74 million of net revenues,
compared with a net loss of $2.51 million on $4.21 million of net
revenues for the same period a year ago.
The Company's balance sheet at Sept.30, 2012, showed $2.81 million
in total assets, $4.48 million in total liabilities and a $1.66
million total stockholders' deficit.
Bankruptcy Warning
"Our principal capital requirements are to fund our working
capital requirements, invest in capital equipment, to make debt
service payments and the continued costs of public company filing
requirements. We have historically funded our operations through
debt and equity financings, and the Company will require
additional debt or equity financing in the future to maintain
operations. The Company cannot make any assurances that
additional financings will be completed on a timely basis, on
acceptable terms or at all. If the Company is unable to complete
a debt or equity offering, or otherwise obtain sufficient
financing when and if needed, it would negatively impact our
business and operations, which could cause the price of our common
stock to decline. It could also lead to the reduction or
suspension of our operations and ultimately force us to go out of
business. Currently, the Company does not have sufficient cash to
pay its current obligations including but not limited to payroll
for its employees. If the Company does not succeed in raising
additional outside capital in the short term, the Company will be
forced to seek strategic alternatives which could include
bankruptcy or reorganization."
A copy of the Form 10-Q is available for free at:
http://is.gd/ygzvDf
About T3 Motion
Costa Mesa, Calif.-based T3 Motion, Inc., develops and
manufactures T3 Series vehicles, which are electric three-wheel
stand-up vehicles that are directly targeted to the public safety
and private security markets.
After auditing the 2011 results, KMJ Corbin & Company LLP, in
Costa Mesa, California, expressed substantial doubt about the
Company's ability to continue as a going concern. The independent
auditors noted that the Company has incurred significant operating
losses and has had negative cash flows from operations since
inception, and at Dec. 31, 2011, has an accumulated deficit of
$54.9 million.
The Company reported a net loss of $5.50 million in 2011, compared
with a net loss of $8.32 million in 2010.
TALON THERAPEUTICS: James Flynn Discloses 52.9% Equity Stake
------------------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, James E. Flynn and his affiliates disclosed
that, as of Nov. 14, 2012, they beneficially own 24,409,921 shares
of common stock of Talon Therapeutics, Inc., representing 52.96%
of the shares outstanding. Mr. Flynn previously reported
beneficial ownership of 23,108,269 common shares or a 51.67%
equity stake as of Aug. 17, 2012. A copy of the amended filing is
available for free at http://is.gd/au3SUj
About Talon Therapeutics
Formerly known as Hana Biosciences, Inc., Talon Therapeutics Inc.
(TLON.OB.) -- http://www.talontx.com/-- is a biopharmaceutical
company dedicated to developing and commercializing new,
differentiated cancer therapies designed to improve and enable
current standards of care. The company's lead product candidate,
Marqibo, potentially treats acute lymphoblastic leukemia and
lymphomas. The Company has additional pipeline opportunities some
of which, like Marqibo, improve delivery and enhance the
therapeutic benefits of well characterized, proven chemotherapies
and enable high potency dosing without increased toxicity.
Effective Dec. 1, 2010, Hana Biosciences Inc. changed its name to
Talon Therapeutics Inc. The name change was effected by merging
Talon Therapeutics, Inc., a wholly-owned subsidiary of the
Company, with and into the Company, with the Company as the
surviving corporation in the merger.
The Company's balance sheet at June 30, 2012, showed $18.38
million in total assets, $10.89 million in total liabilities,
$22.22 million in series B convertible preferred stock, and $14.73
million in total stockholders' equity.
The Company reported a net loss of $18.82 million for the year
ended Dec. 31, 2011, compared with a net loss of $25.98 million
during the prior year.
BDO USA, LLP, in San Jose, California, issued a "going concern"
qualification on the financial statements for the year ended
Dec. 31, 2011, citing recurring losses from operations and net
capital deficiency that raise substantial doubt about the
Company's ability to continue as a going concern.
TELECONNECT INC: Issues 1 Million Common Shares to Investors
------------------------------------------------------------
On Aug. 20, 2012, an investor agreed to purchase 250,000 shares of
common stock of Teleconnect Inc. On Sept. 24, 2012, the same
investor purchased an additional 250,000 shares of common stock of
the Company and on Oct. 23, 2012, 350,000 more shares of common
stock of the Company. The Company issued a total of 850,000
shares of its restricted common stock to the investor in exchange
for an aggregate price of EUR518,000 for the purchase of such
shares.
In addition, on Nov. 16, 2012 the Company issued a total of
150,000 shares of its restricted common stock to three individual
investors that each invested EUR50,000 of capital for an aggregate
price of EUR150,000 between November 14th and 15th, 2012.
There were no underwriting discounts or commission paid in
connection with the sales. The securities were offered and sold
only to persons other than U. S. persons in reliance upon
Regulation S promulgated under the Securities Act of 1933, as
amended.
About Teleconnect Inc.
Based in Breda, in The Netherlands, Teleconnect Inc. (OTC BB:
TLCO) Teleconnect Inc. (initially named Technology Systems
International Inc.) was incorporated under the laws of the State
of Florida on November 23, 1998.
Serving as a telecommunications service provider in Spain for
almost 9 years, the Company never fully reached expectations and
decided late in 2008 to change its course of business. In
November 2009, 90% of the Company's telecommunication business was
sold to a Spanish group of investors, and on October 15, 2010, the
Company completed the acquisition of Hollandsche Exploitatie
Maatschappij BV (HEM), a Dutch entity established in 2007. HEM's
core business involves the age validation of consumers when
purchasing products which cannot be sold to minors, such as
alcohol or tobacco. The Company regards this age validation
business as its new strategic direction. The Dutch companies
acquired in 2007 (Giga Matrix, The Netherlands, 49% and Photowizz,
The Netherlands, 100%) are considered to function complementary to
this new service offering.
Through the purchase of HEM and its ownership in Photowizz and
Giga Matrix the Company now controls all four pillars under its
business model: the manufacturing and leasing of electronic age
validation equipment, the performance of age validation
transactions remotely, the performance of market surveys and the
broadcasting of in-store commercial messages using the age
validation equipment in between age checks.
Coulter & Justus, P.C., in Knoxville, Tenn., expressed substantial
doubt about the Company's ability to continue as a going concern
following the fiscal 2011 financial results. The independent
auditors noted that the Company has suffered recurring losses from
operations and has a net capital deficiency in addition to a
working capital deficiency.
The Company reported a net loss of $3.26 million on $112,722 of
sales for the fiscal year ended Sept. 30, 2011, compared with net
income of $1.97 million on $254,446 of sales during the prior
year.
The Company's balance sheet at March 31, 2012, showed
$7.21 million in total assets, $11.08 million in total
liabilities, all current, and a $3.87 million total stockholders'
deficit.
THOMPSON CREEK: Has $350MM Underwriting Pact with Deutsche Bank
---------------------------------------------------------------
Thompson Creek Metals Company Inc. and certain wholly-owned
subsidiaries of the Company, as guarantors, entered into an
underwriting agreement with Deutsche Bank Securities Inc., as
representative for the several underwriters named therein
providing for the offer and sale of $350,000,000 aggregate
principal amount of the Company's 9.75% Senior Secured First
Priority Notes due 2017.
The Senior Secured Notes offering is expected to close, subject to
customary closing conditions, on Nov. 27, 2012.
A copy of the Underwriting Agreement is available at:
http://is.gd/1RMpUu
About Thompson Creek Metals
Thompson Creek Metals Company Inc. is a growing, diversified North
American mining company. The Company produces molybdenum at its
100%-owned Thompson Creek Mine in Idaho and Langeloth
Metallurgical Facility in Pennsylvania and its 75%-owned Endako
Mine in northern British Columbia. The Company is also in the
process of constructing the Mt. Milligan copper-gold mine in
central British Columbia, which is expected to commence production
in 2013. The Company's development projects include the Berg
copper-molybdenum-silver property and the Davidson molybdenum
property, both located in central British Columbia. Its principal
executive office is in Denver, Colorado and its Canadian
administrative office is in Vancouver, British Columbia. More
information is available at http://www.thompsoncreekmetals.com
The Company's balance sheet at Sept. 30, 2012, showed
$3.61 billion in total assets, $1.71 billion in total liabilities
and $1.90 billion in shareholders' equity.
* * *
As reported by the TCR on Aug. 14, 2012, Standard & Poor's Ratings
Services lowered its long-term corporate credit rating on Denver-
based molybdenum miner Thompson Creek Metals Co. to 'CCC+' from
'B-'. "These rating actions follow Thompson Creek's announcement
of weaker production and higher cost expectations through next
year," said Standard & Poor's credit analyst Donald Marleau.
In the May 9, 2012, edition of the TCR, Moody's Investors Service
downgraded Thompson Creek Metals Company Inc.'s Corporate Family
Rating (CFR) and probability of default rating to Caa1 from B3.
Thompson Creek's Caa1 CFR reflects its concentration in
molybdenum, relatively small size, heavy reliance currently on two
mines, and the need for favorable volume and price trends in order
to meet its increasingly aggressive capital expenditure
requirements over the next several years.
TOPS HOLDING: Reports $4.7 Million Net Income in Oct. 6 Quarter
---------------------------------------------------------------
Tops Holding Corporation filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
net income of $4.70 million on $538.43 million of net sales for
the 12-week period ended Oct. 6, 2012, compared with net income of
$6.44 million on $538.60 million of net sales for the 12-week
period ended Oct. 8, 2011.
For the 40-week period ended Oct. 6, 2012, the Company reported
net income of $14.85 million on $1.80 billion of net sales,
compared with net income of $4.64 million on $1.81 billion of net
sales for the 40-week ended Oct. 8, 2011.
The Company's balance sheet at Oct. 6, 2012, showed $661.49
million in total assets, $705.22 million in total liabilities and
a $43.73 million total shareholders' deficit.
"In the third quarter we executed on many of our initiatives by
effectively controlling our expenses and making strategic
investments in store upgrades to improve the customer experience,"
stated Frank Curci, Tops President and CEO. "We also continued to
drive customer loyalty with our gas rewards program which saw a
measurable increase in participation."
Commenting on the recent acquisition, Mr. Curci stated, "We
successfully expanded our footprint with the acquisition of 21
supermarkets in Upstate New York and Vermont. This acquisition is
a natural fit to our strong existing store portfolio and creates
opportunities with a new supermarket base while requiring minimal
incremental administrative expenses."
A copy of the Form 10-Q is available for free at:
http://is.gd/kGxUZ4
About Tops Markets
Privately owned Tops Markets, LLC headquartered in Williamsville,
New York, operates a chain of 71 owned Tops supermarkets and 5
franchised stores ("legacy stores") in western New York state,
with approximately $1.7 billion of annual revenues. In February
2010, Tops acquired 79 stores from the bankruptcy estate of Penn
Traffic. Tops continues to operate 55 stores, of which 7 may sold
or closed as a result of a preliminary FTC order. The remaining
48 stores are in the final process of being re-branded as Tops
stores. Tops' primary markets have historically been the Buffalo
and Rochester metro areas, and will expand to the south and east
with the acquisition of the Syracuse-based Penn Traffic stores.
The company is 75% owned by Morgan Stanley Capital Partners, with
remaining ownership held largely by a unit of HSBC and company
management.
* * *
In the Nov. 25, 2011, edition of the TCR, Moody's Investors
Service upgraded the Corporate Family and Probability of Default
Ratings of Tops Holding Corporation ("Tops") to B3 from Caa1.
Tops Corporate Family Rating of B3 reflects the company's weak
credit metrics, its modest size relative to competitors, regional
concentration and aggressive financial policies. The rating is
supported by its stable operating performance in a challenging
business and competitive environment, its good regional market
presence and its good liquidity.
As reported by the TCR on April 30, 2012, Standard & Poor's
Ratings Services raised its ratings on Buffalo, N.Y.-based Tops
Holdings Corp., including the corporate credit rating to 'B+' from
'B'.
"The upgrade primarily reflects our revised view of the company's
financial risk profile as 'aggressive' from 'highly leveraged,'"
said Standard & Poor's credit analyst Charles Pinson-Rose.
TRIBUNE CO: Bank Debt Trades at 23% Off in Secondary Market
-----------------------------------------------------------
Participations in a syndicated loan under which Tribune Co. is a
borrower traded in the secondary market at 76.59 cents-on-the-
dollar during the week ended Friday, Nov. 23, an increase of 0.34
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
195 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)
TXU CORP: Bank Debt Trades at 36% 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 64.38 cents-on-the-dollar during the week
ended Friday, Nov. 23, a drop of 1.58 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 195 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.
The Company has accumulated net losses totaling $6.5 million since
inception.
A copy of the Form 10-Q is available at http://is.gd/vHALbh
About U-Swirl
Henderson, Nev.-based U-Swirl, Inc., U-Swirl, Inc., formerly
Healthy Fast Food, Inc., was incorporated in the state of Nevada
on Nov. 14, 2005. As of Sept. 30, 2012, the Company owned and
operated six U-Swirl Yogurt cafes.
L.L. Bradford & Company, LLC, in Las Vegas, Nevada, expressed
substantial doubt about U-Swirl'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 incurred recurring losses and lower-than-expected sales.
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 67.24 cents-on-the-dollar during the week
ended Friday, Nov. 23, a drop of 1.44 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 Standard & Poor's CCC
rating. The loan is one of the biggest gainers and losers among
195 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.
The Company has accumulated net losses totaling $6.5 million since
inception.
A copy of the Form 10-Q is available at http://is.gd/vHALbh
About U-Swirl
Henderson, Nev.-based U-Swirl, Inc., U-Swirl, Inc., formerly
Healthy Fast Food, Inc., was incorporated in the state of Nevada
on Nov. 14, 2005. As of Sept. 30, 2012, the Company owned and
operated six U-Swirl Yogurt cafes.
L.L. Bradford & Company, LLC, in Las Vegas, Nevada, expressed
substantial doubt about U-Swirl'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 incurred recurring losses and lower-than-expected sales.
UPPER CRUST: Franchisees Won't Honor Website Deals
--------------------------------------------------
Jenn Abelson at Boston.com reports that Upper Crust franchisees
are lashing out against the pizza chain's owners for selling
thousands of discount vouchers on Groupon without their knowledge,
keeping the proceeds, and then filing for bankruptcy protection.
According to the report, Upper Crust restaurants in Newburyport,
West Roxbury, and Portsmouth, N.H. said they will no longer honor
the website deals because they never received money from the
Boston-based pizza company to support the promotions. The
franchisees are not part of the bankruptcy, and are still open
after a trustee shut down all 10 of the company-run locations
across the region.
The report relates the promotion, featured twice on Groupon in
August, offered $12 vouchers that could be redeemed for $25 worth
of food at specific Upper Crust locations. Franchisees were
supposed to receive about $9 from corporate to help offset the
costs. According to the Groupon site, Upper Crust sold more than
6,000 of the vouchers.
The report notes a fourth independently-operated Upper Crust, in
Plymouth, said it received funds for the Groupon promotion before
the bankruptcy, but sold far fewer than other franchisees.
Upper Crust Pizza LLC, the operator of upscale pizza restaurants
in Massachusetts, filed a Chapter 11 petition (Bankr. D. Mass.
Case No. 12-18134) on Oct. 4, 2012, in Boston. John C. Elstad,
Esq., at Murphy & King, P.C., in Boston, serves as counsel. The
Debtor listed under $10 million in both assets and liabilities.
USEC INC: R. Namen Named as COO, P. Sewell Appointed as CDO
-----------------------------------------------------------
As part of USEC Inc.'s ongoing actions to align its business with
its evolving business environment, on Nov. 14, 2012, the Board of
Directors of USEC Inc. appointed Robert Van Namen as Senior Vice
President and Chief Operating Officer. In this role, Mr. Van
Namen will have responsibility for directing all of the Company's
business operations, including the American Centrifuge program,
enrichment operations at the Paducah gaseous diffusion plant,
contract services and NAC International.
Prior to his new appointment, Mr. Van Namen, 51, had been Senior
Vice President, Uranium Enrichment since September 2005. Mr. Van
Namen was Senior Vice President directing marketing and sales
activities from January 2004 to September 2005 and was Vice
President, Marketing and Sales from January 1999 to January 2004.
The Board of Directors also appointed Philip G. Sewell as Senior
Vice President and Chief Development Officer, with a focus on
corporate and business development activities, including marketing
and sales activities and leading the Company's ACP
commercialization planning. Previously Mr. Sewell was Senior Vice
President, American Centrifuge and Russian HEU. John C.
Barpoulis, Senior Vice President and Chief Financial Officer and
Peter B. Saba, Senior Vice President, General Counsel, Chief
Compliance Officer and Corporate Secretary are also taking on
expanded responsibilities in connection with the implementation of
the Company's current strategic initiatives.
In connection with this realignment of senior executives, the
Board of Directors approved the following compensation adjustments
for the senior executives:
* An increase in Mr. Van Namen's base salary to $484,000 from
$446,000;
* An increase in Mr. Barpoulis's base salary to $475,000 from
$448,000; and
* An increase in Mr. Saba's base salary to $445,000 from
$420,000. In addition, Mr. Saba's annualized target award
level under the Company's long-term incentive program was
increased from 90% of base salary to 110% of base salary to be
aligned with the target award level for the other senior vice
presidents.
About USEC Inc.
Headquartered in Bethesda, Maryland, USEC Inc. (NYSE: USU) --
http://www.usec.com/-- supplies enriched uranium fuel for
commercial nuclear power plants.
The Company reported a net loss of $540.70 million in 2011,
compared with net income of $7.50 million in 2010.
The Company's balance sheet at Sept. 30, 2012, showed
$3.76 billion in total assets, $3.11 billion in total liabilities,
and $652.2 million in stockholders' equity.
Bankruptcy Warning
"A delisting of our common stock by the NYSE and the failure of
our common stock to be listed on another national exchange could
have significant adverse consequences. A delisting would likely
have a negative effect on the price of our common stock and would
impair shareholders' ability to sell or purchase our common stock.
As of September 30, 2012, we had $530 million of convertible notes
outstanding. A "fundamental change" is triggered under the terms
of our convertible notes if our shares of common stock are not
listed for trading on any of the NYSE, the American Stock
Exchange, the NASDAQ Global Market or the NASDAQ Global Select
Market. Our receipt of a NYSE continued listing standards
notification ... did not trigger a fundamental change. If a
fundamental change occurs under the convertible notes, the holders
of the notes can require us to repurchase the notes in full for
cash. We do not have adequate cash to repurchase the notes. In
addition, the occurrence of a fundamental change under the
convertible notes that permits the holders of the convertible
notes to require a repurchase for cash is an event of default
under our credit facility. Accordingly, our inability to maintain
the continued listing of our common stock on the NYSE or another
national exchange would have a material adverse effect on our
liquidity and financial condition and would likely require us to
file for bankruptcy protection," according to the Company's
quarterly report for the period ended Sept. 30, 2012.
* * *
USEC Inc. carries 'Caa1' corporate and probability of default
ratings, with "developing" outlook, from Moody's, and 'CCC+' long
term foreign issuer credit rating and 'CCC-' long term local
issuer credit rating, with outlook "developing", from Standard &
Poor's.
In May 2010, S&P said that its rating and outlook on USEC Inc. are
not affected by the announcement that Toshiba Corp. and Babcock &
Wilcox Investment Co., an affiliate of The Babcock & Wilcox Co.,
have signed a definitive investment agreement for $200 million
with USEC.
UTSTARCOM HOLDINGS: Has Tender Offer for $30MM Ordinary Shares
--------------------------------------------------------------
UTStarcom Holdings Corp. announced two significant actions to
enhance liquidity.
The Board of Directors has authorized the commencement of a cash
tender offer for US$30 million of the Company's outstanding
ordinary shares at a purchase price of US$1.20 per share. The
Company intends to commence the tender offer by Dec. 7, 2012. The
Board of Directors has also authorized the Company to obtain
required shareholder and other approvals and prepare and file the
necessary documents to effect, promptly following the closing of
the tender offer, a 3-for-1 reverse split of its outstanding and
authorized ordinary shares. It is currently anticipated that
these actions will be completed by the end of the first quarter of
2013.
William Wong, UTStarcom's chief executive officer, stated, "We
believe that both of these actions will enhance shareholder value
in the near- and also long-term. We remain very confident in our
ability to grow and diversify the business through our recently
announced new strategic plan. We are pleased that our strong
balance sheet and financial position allows us to demonstrate
confidence in our future prospects and enhance shareholder value
via a tender offer and a reverse share split without impacting our
ability to execute the plans for our strategic business
transformation. In particular, the tender offer will afford
liquidity to tendering shareholders and the reverse share split is
expected to immediately result in an increased share price which
we expect will make UTStarcom more appealing to a broader set of
long-term investors and support improved liquidity and
marketability."
The tender offer will permit tendering shareholders to have their
shares repurchased at a 52% premium over the closing price per
share of US$0.79 on Nov. 16, 2012, the last full trading day
before the date of this announcement. Shareholders who elect not
to tender their shares in the offer will increase their relative
percentage ownership in the Company following completion of the
offer. UTStarcom's directors and executive officers have advised
UTStarcom that they do not intend to tender their shares in the
tender offer.
Following the completion of the tender offer, the Company will
distribute to shareholders a proposal for the reverse share split.
The proposed 3-for-1 reverse share split is subject to the
approval of UTStarcom's shareholders. The Company therefore will
hold a special meeting of shareholders, at which time it will seek
such approval. Timing and the details of the special meeting will
be communicated at a later date. UTStarcom currently expects the
reverse split to be completed by the end of the first quarter of
2013.
When the proposed reverse share split becomes effective, every
three outstanding and authorized ordinary shares of UTStarcom as
of the effective date will be automatically combined into one
issued and outstanding ordinary share. This will reduce the
number of outstanding ordinary shares from approximately 118.7
million (assuming $30 million of shares are repurchased at $1.20
per share on the tender offer) to approximately 39.6 million.
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.
VALENCE TECHNOLOGY: Shareholders Want Official Committee
--------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that an ad hoc group of equity holders of Valence
Technology Inc. asserts that the Debtor should have an official
shareholders' committee to offset the conflict of interest by the
controlling shareholder.
According to the report, the shareholders group says that the
company is controlled by Carl Berg as board chairman and largest
shareholder. His Berg & Berg Enterprises LLC is also the
principal pre-bankruptcy secured lender owed $69.1 million.
The ad hoc group, the report relates, contends Mr. Berg intends to
use his status as secured lender to wipe out shareholders who
invested $550 million. They alleged that the Chapter 11 case
begun in July is being administered primarily for his personal
benefit. There will be a Dec. 13 hearing in U.S. Bankruptcy Court
in Austin, Texas, to consider appointing an official equity
committee.
About Valence Technology
Valence Technology, Inc., filed a Chapter 11 petition (Bankr. W.D.
Tex. Case No. 12-11580) on July 12, 2012, in its home-town in
Austin. Founded in 1989, Valence develops lithium iron magnesium
phosphate rechargeable batteries. Its products are used in hybrid
and electric vehicles, as well as hybrid boats and Segway personal
transporters.
The Debtor disclosed debt of $82.6 million and assets of
$31.5 million as of March 31, 2012. Chairman Carl E. Berg and
related entities own 44.4% of the shares. ClearBridge Advisors,
LLC owns 5.5%.
Valence expects to complete its restructuring during 2012.
Judge Craig A. Gargotta presides over the case. The Company is
being advised by Streusand, Landon & Ozburn, LLP with respect to
bankruptcy matters. The petition was signed by Robert Kanode,
CEO.
On Aug. 8, 2012, the United States Trustee for Region 7 appointed
five creditors to serve on the Official Committee of Unsecured
Creditors of the Debtor.
VERTIS HOLDINGS: Hires Andrew Hede as Chief Restructuring Officer
-----------------------------------------------------------------
BankruptcyData.com reports that the U.S. Bankruptcy Court approved
Vertis Holdings' motions to retain Alvarez & Marsal North America
to provide the Debtors with a chief restructuring officer and
certain additional personnel and designating Andrew Hede as chief
restructuring office; Cadwalader, Wickersham & Taft as attorney;
Richards, Layton & Finger as co-counsel; Perella Weinberg as
financial advisor and investment banker and Kurtzman Carson
Consultants to provide administrative services.
About Vertis
Vertis Holdings Inc. -- http://www.thefuturevertis.com/--
provides advertising services in a variety of print media,
including newspaper inserts such as magazines and supplements.
Vertis and its affiliates (Bankr. D. Del. Lead Case No. 12-12821),
returned to Chapter 11 bankruptcy on Oct. 10, 2012, this time to
sell the business to Quad/Graphics, Inc., for $258.5 million,
subject to higher and better offers in an auction.
As of Aug. 31, 2012, the Debtors' unaudited consolidated financial
statements reflected assets of approximately $837.8 million and
liabilities of approximately $814.0 million.
Bankruptcy Judge Christopher Sontchi presides over the 2012 case.
Vertis is advised by Perella Weinberg Partners, Alvarez & Marsal,
and Cadwalader, Wickersham & Taft LLP. Quad/Graphics is advised
by Blackstone Advisory Partners, Arnold & Porter LLP and Foley &
Lardner LLP, special counsel for antitrust advice. Kurtzman
Carson Consultants LLC is the Debtors' claims agent.
Quad/Graphics is a global provider of print and related
multichannel solutions for consumer magazines, special interest
publications, catalogs, retail inserts/circulars, direct mail,
books, directories, and commercial and specialty products,
including in-store signage. Headquartered in Sussex, Wis. (just
west of Milwaukee), the Company has approximately 22,000 full-time
equivalent employees working from more than 50 print-production
facilities as well as other support locations throughout North
America, Latin America and Europe.
Vertis first filed for bankruptcy (Bankr. D. Del. Case No.
08-11460) on July 15, 2008, to complete a merger with American
Color Graphics. ACG also commenced separate bankruptcy
proceedings. In August 2008, Vertis emerged from bankruptcy,
completing the merger.
Vertis against filed for Chapter 11 bankruptcy (Bankr. S.D.N.Y.
Case No. 10-16170) on Nov. 17, 2010. The Debtor estimated its
assets and debts of more than $1 billion. Affiliates also filed
separate Chapter 11 petitions -- American Color Graphics, Inc.
(Bankr. S.D.N.Y. Case No. 10-16169), Vertis Holdings, Inc. (Bankr.
S.D.N.Y. Case No. 10-16170), Vertis, Inc. (Bankr. S.D.N.Y. Case
No. 10-16171), ACG Holdings, Inc. (Bankr. S.D.N.Y. Case No.
10-16172), Webcraft, LLC (Bankr. S.D.N.Y. Case No. 10-16173), and
Webcraft Chemicals, LLC (Bankr. S.D.N.Y. Case No. 10-16174). The
bankruptcy court approved the prepackaged Chapter 11 plan on
Dec. 16, 2010, and Vertis consummated the plan on Dec. 21. The
plan reduced Vertis' debt by more than $700 million or 60%.
GE Capital Corporation, which serves as DIP Agent and Prepetition
Agent, is represented in the 2012 case by lawyers at Winston &
Strawn LLP. Morgan Stanely Senior Funding Inc., the agent under
the prepetition term loan, and as term loan collateral agent, is
represented by lawyers at White & Case LLP, and Milbank Tweed
Hadley & McCloy LLP.
VERTIS HOLDINGS: US Trustee Objects to Employee Bonus Plan
----------------------------------------------------------
Jamie Santo at Bankruptcy Law360 reports that the U.S. Trustee
objected Tuesday to an incentive program put forth by Vertis
Holdings Inc., saying the proposed plan -- which could pay
employees as much as $4.3 million upon the bankrupt company's sale
to Quad/Graphics Inc. -- lacks adequate information about the
participants involved and the attainability of the awards.
About Vertis
Vertis Holdings Inc. -- http://www.thefuturevertis.com/--
provides advertising services in a variety of print media,
including newspaper inserts such as magazines and supplements.
Vertis and its affiliates (Bankr. D. Del. Lead Case No. 12-12821),
returned to Chapter 11 bankruptcy on Oct. 10, 2012, this time to
sell the business to Quad/Graphics, Inc., for $258.5 million,
subject to higher and better offers in an auction.
As of Aug. 31, 2012, the Debtors' unaudited consolidated financial
statements reflected assets of approximately $837.8 million and
liabilities of approximately $814.0 million.
Bankruptcy Judge Christopher Sontchi presides over the 2012 case.
Vertis is advised by Perella Weinberg Partners, Alvarez & Marsal,
and Cadwalader, Wickersham & Taft LLP. Quad/Graphics is advised
by Blackstone Advisory Partners, Arnold & Porter LLP and Foley &
Lardner LLP, special counsel for antitrust advice. Kurtzman
Carson Consultants LLC is the Debtors' claims agent.
Quad/Graphics is a global provider of print and related
multichannel solutions for consumer magazines, special interest
publications, catalogs, retail inserts/circulars, direct mail,
books, directories, and commercial and specialty products,
including in-store signage. Headquartered in Sussex, Wis. (just
west of Milwaukee), the Company has approximately 22,000 full-time
equivalent employees working from more than 50 print-production
facilities as well as other support locations throughout North
America, Latin America and Europe.
Vertis first filed for bankruptcy (Bankr. D. Del. Case No.
08-11460) on July 15, 2008, to complete a merger with American
Color Graphics. ACG also commenced separate bankruptcy
proceedings. In August 2008, Vertis emerged from bankruptcy,
completing the merger.
Vertis against filed for Chapter 11 bankruptcy (Bankr. S.D.N.Y.
Case No. 10-16170) on Nov. 17, 2010. The Debtor estimated its
assets and debts of more than $1 billion. Affiliates also filed
separate Chapter 11 petitions -- American Color Graphics, Inc.
(Bankr. S.D.N.Y. Case No. 10-16169), Vertis Holdings, Inc. (Bankr.
S.D.N.Y. Case No. 10-16170), Vertis, Inc. (Bankr. S.D.N.Y. Case
No. 10-16171), ACG Holdings, Inc. (Bankr. S.D.N.Y. Case No.
10-16172), Webcraft, LLC (Bankr. S.D.N.Y. Case No. 10-16173), and
Webcraft Chemicals, LLC (Bankr. S.D.N.Y. Case No. 10-16174). The
bankruptcy court approved the prepackaged Chapter 11 plan on
Dec. 16, 2010, and Vertis consummated the plan on Dec. 21. The
plan reduced Vertis' debt by more than $700 million or 60%.
GE Capital Corporation, which serves as DIP Agent and Prepetition
Agent, is represented in the 2012 case by lawyers at Winston &
Strawn LLP. Morgan Stanely Senior Funding Inc., the agent under
the prepetition term loan, and as term loan collateral agent, is
represented by lawyers at White & Case LLP, and Milbank Tweed
Hadley & McCloy LLP.
VIASPACE INC: Incurs $5.4 Million Net Loss in Third Quarter
-----------------------------------------------------------
Viaspace Inc. filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $5.43 million on $0 of total revenues for the three months
ended Sept. 30, 2012, compared with a net loss of $207,000 on
$20,000 of total revenues for the same period a year ago.
For the nine months ended Sept. 30, 2012, the Company reported a
net loss of $6.37 million on $27,000 of total revenues, compared
with a net loss of $1.06 million on $113,000 of total revenues for
the same period a year ago.
The Company's balance sheet at Sept. 30, 2012, showed $301,000 in
total assets, $1.19 million in total liabilities and a $896,000
total deficit.
Hein & Associates LLP, the Company's independent registered public
accounting firm, included an explanatory paragraph in its report
on the Company's financial statements for 2011, which expresses
substantial doubt about the Company's ability to continue as a
going concern. The independent auditors noted that he Company
has incurred significant losses from operations, resulting in an
accumulated deficit of $43.05 million. The Company expects those
losses to continue. In addition, the Company has limited working
capital and based on current cash flows does not have sufficient
funds to pay the May 2012 instalment due on the note to Changs
LLC.
A copy of the Form 10-Q is available for free at:
http://is.gd/Lhfcyi
About VIASPACE Inc.
Irvine, Calif.-based VIASPACE Inc. (OTC Bulletin Board: VSPC -
News) -- http://www.VIASPACE.com/-- is a clean energy company
providing products and technology for renewable and alternative
energy that reduce or eliminate dependence on fossil and high-
pollutant energy sources. Through its majority-owned subsidiary
VIASPACE Green Energy Inc., the Company grows Giant King Grass as
a low carbon fuel for electricity generating power plants and as a
feedstock for cellulosic biofuels.
Viaspace reported a net loss of $668,000 on $588,000 of total
revenues for the three months ended March 31, 2012. The Company
reported a net loss of $9.36 million in 2011, compared with a net
loss of $2.96 million in 2010.
VERMILLION INC: Court Dismisses Shareholder Suit with Prejudice
---------------------------------------------------------------
The Delaware Court of Chancery has dismissed with prejudice a
lawsuit brought against Vermillion, Inc., and its board of
directors by dissident stockholders, Gyorgy B. Bessenyei and
Robert S. Goggin, III.
Following the decision, a proxy filed with the Securities Exchange
Commission by an alleged stockholder group led by Bessenyei and
Goggin describes Goggin as "honest and trustworthy." However, the
Delaware Court of Chancery court issued findings to the contrary.
The court ruled that Goggin and Bessenyei had illegally falsified
documents and, moreover, that the conduct of Goggin appeared to be
a violation of the Pennsylvania rules of professional conduct
applicable to Pennsylvania lawyers.
With the suit now dismissed with prejudice, which disallows its
re-filing, Vermillion can move forward with the company's annual
meeting. The meeting had been delayed due to the Bessenyei and
Goggin lawsuit, which prohibited the company from holding a
meeting until the matter was resolved. The Company will provide
further details regarding the annual meeting once a meeting and
record date is set by the board of directors. The Company will
propose one director for the single seat up for election.
About Vermillion
Vermillion, Inc. is dedicated to the discovery, development and
commercialization of novel high-value diagnostic tests that help
physicians diagnose, treat and improve outcomes for patients.
Vermillion, along with its prestigious scientific collaborators,
has diagnostic programs in oncology, hematology, cardiology and
women's health.
The Company filed for Chapter 11 on March 30, 2009 (Bankr. D. Del.
Case No. 09-11091). Vermillion's legal advisor in connection with
its successful reorganization efforts wass Paul, Hastings,
Janofsky & Walker LLP. Vermillion emerged from bankruptcy in
January 2010. The Plan called for the Company to pay all claims
in full and equity holders to retain control of the Company.
After auditing the Company's results for 2011,
PricewaterhouseCoopers LLP, in Austin, Texas, expressed
substantial doubt about Vermillion, Inc.'s ability to continue as
a going concern. The independent auditors noted that the Company
has incurred recurring losses and negative cash flows from
operations and has debt outstanding due and payable in October
2012.
The Company reported a net loss of $17.8 million on $1.9 million
of revenue for 2011, compared with a net loss of $19.0 million on
$1.2 million of revenue for 2010.
The Company's balance sheet at Dec. 31, 2011, showed $23.1 million
in total assets, $12.7 million in total liabilities, and
stockholders' equity of $10.4 million.
VERTICAL COMPUTER: Incurs $477,000 Net Loss in Third Quarter
------------------------------------------------------------
Vertical Computer Systems, Inc., filed with the U.S. Securities
and Exchange Commission its quarterly report on Form 10-Q
disclosing a net loss available to common stockholders of $476,914
on $1.28 million of total revenues for the three months ended
Sept. 30, 2012, compared with a net loss available to common
stockholders of $389,786 on $1.44 million of total revenues for
the same period a year ago.
For the nine months ended Sept. 30, 2012, the Company reported a
net loss available to common stockholders of $1.14 million on
$4.08 million of total revenues, compared with a net loss
available to common stockholders of $656,681 on $4.58 million of
total revenues for the same period a year ago.
The Company's balance sheet at Sept. 30, 2012, showed $1.27
million in total assets, $13.70 million in total liabilities,
$9.90 million in convertible cumulative preferred stock, and a
$22.33 million total stockholders' deficit.
"The carrying amounts of assets and liabilities presented in the
consolidated financial statements do not purport to represent
realizable or settlement values. As of September 30, 2012, we had
negative working capital of approximately $12.7 million and
defaulted on several of our debt obligations. These conditions
raise substantial doubt about our ability to continue as a going
concern."
A copy of the Form 10-Q is available for free at:
http://is.gd/2dpInl
About Vertical Computer
Richardson, Tex.-based Vertical Computer Systems, Inc., is a
multinational provider of Internet core technologies, application
software, and software services through its distribution network
with operations or sales in the United States, Canada and Brazil.
In the auditors' report accompanying the consolidated financial
statements for the year ended Dec. 31, 2011, MaloneBailey, LLP, in
Houston, Texas, noted that the Company suffered net losses and has
a working capital deficiency, which raises substantial doubt about
its ability to continue as a going concern.
The Company reported a net loss of $167,588 in 2011, compared with
a net loss of $245,164 in 2010.
VITESSE SEMICONDUCTOR: To Hold Annual Meeting on Jan. 29
--------------------------------------------------------
Vitesse Semiconductor Corporation will hold the its 2013 Annual
Meeting of Stockholders on Tuesday, Jan. 29, 2013.
About Vitesse
Based in Camarillo, California, Vitesse Semiconductor Corporation
(Pink Sheets: VTSS.PK) -- http://www.vitesse.com/-- designs,
develops and markets a diverse portfolio of semiconductor
solutions for Carrier and Enterprise networks worldwide.
In October 2009, Vitesse completed a debt restructuring
transaction that resulted in the conversion of 96.7% of the
Company's 2024 Debentures into a combination of cash, common
stock, Series B Preferred Stock and 2014 Debentures. With respect
to the remaining 3.3% of the 2024 Debentures, Vitesse settled its
obligations in cash. Additionally, Vitesse repaid $5.0 million of
its $30.0 million Senior Term Loan, the terms of which were
amended as part of the debt restructuring transactions.
Vitesse Semiconductor Corporation reported a net loss of
$14.81 million on $140.96 million of net revenues for the year
ended Sept. 30, 2011, compared with a net loss of $20.05 million
on $165.99 million of net revenues during the prior year.
The Company's balance sheet at June 30, 2012, showed $57.14
million in total assets, $84.38 million in total liabilities and a
$27.24 million total stockholders' deficit.
VOICE ASSIST: Incurs $543,000 Net Loss in Third Quarter
-------------------------------------------------------
Voice Assist, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $542,526 on $160,877 of revenue for the period from July 1,
2012, to Sept. 30, 2012, compared with a net loss of $1.32 million
on $191,357 of revenue for the same period during the prior year.
For the period from Jan. 1, 2012, through Sept. 30, 2012, the
Company reported a net loss of $2.03 million on $423,500 of
revenue, compared with a net loss of $9.26 million on $725,495 of
revenue for the same period a year ago.
The Company's balance sheet at Sept. 30, 2012, showed $992,163 in
total assets, $795,265 in total liabilities and $196,897 in total
stockholders' equity.
A copy of the Form 10-Q is available for free at:
http://is.gd/kzcL7F
About Voice Assist
Lake Forest, Calif.-based Voice Assist, Inc., operates a cloud-
based speech recognition platform that supports speech recognition
based enterprise services such as Customer Relationship Management
(CRM), field force automation, as well as direct-to-enterprise
services such as virtual assistants that unify communications and
direct-to-consumer "safe driving" services that allow SMS, email,
and social media messaging through a single personal phone number.
In the auditors' report accompanying the annual report for the
year ended Dec. 31, 2011, Mantyla McReynolds LLC, in Salt Lake
City, Utah, expressed substantial doubt about Voice Assist's
ability to continue as a going concern. The independent auditors
noted that the Company has working capital deficits and has
incurred losses from operations and negative operating cash flows
during the years ended Dec. 31, 2011, and 2010.
The Company reported a net loss of $10.24 million on $872,010 of
revenues for 2011, compared with a net loss of $1.30 million on
$1.26 million of revenues for 2010.
VUZIX CORP: Incurs $1.18 Million Net Loss in Third Quarter
----------------------------------------------------------
Vuzix Corporation filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $1.18 million on $756,495 of total sales for the three months
ended Sept. 30, 2012, compared with a net loss of $920,553 on
$1.24 million of total sales for the same period a year ago.
For the nine months ended Sept. 30, 2012, the Company reported net
income of $1.73 million on $2.51 million of total sales, compared
with a net loss of $2.26 million on $2.91 million of total sales
for the same period during the prior year.
The Company reported a net loss of $3.87 million in 2011, a net
loss of $4.55 million in 2010, and a net loss of $3.25 million in
2009.
The Company's balance sheet at Sept. 30, 2012, showed $2.50
million in total assets, $7.32 million in total liabilities and a
$4.82 million total stockholders' deficit.
A copy of the Form 10-Q is available for free at:
http://is.gd/mB6vx1
About Vuzix Corp.
Rochester, New York-based Vuzix Corporation (TSX-V: VZX)
OTC BB: VUZI) -- http://www.vuzix.com/-- is a supplier of Video
Eyewear products in the defense, consumer and media &
entertainment markets.
After auditing the 2011 annual report, EFP Rotenberg, LLP, in
Rochester, New York, expressed substantial doubt about the
Company's ability to continue as a going concern. The independent
auditors noted that the Company has incurred substantial losses
from operations in recent years. In addition, the Company is
dependent on its various debt and compensation agreements to fund
its working capital needs. And while there are no financial
covenants with which the Company must comply with, these debts are
past due in some cases.
Bankruptcy Warning
The Company said in its 2011 annual report that its future
viability is dependent on its ability to execute these plans
successfully. If the Company fails to do so for any reason, the
Company would not have adequate liquidity to fund its operations,
would not be able to continue as a going concern and could be
forced to seek relief through a filing under U.S. Bankruptcy Code.
WARNER MUSIC: Guarantees Payment of $500 Million Senior Notes
-------------------------------------------------------------
Warner Music Group Corp. issued a guarantee with respect to the
$500 million aggregate principal amount of 6.000% Senior Secured
Notes due 2021 and the EUR175 million aggregate principal amount
of 6.250% Senior Secured Notes due 2021 issued by WMG Acquisition
Corp. on Nov. 1, 2012, whereby it fully and unconditionally
guaranteed, on a senior secured basis, the payments of WMG
Acquisition Corp. under the Notes. A copy of the Guarantee is
available for free at http://is.gd/VtBROy
About Warner Music Group
Based in New York, Warner Music Group Corp. (NYSE: WMG)
-- http://www.wmg.com/-- was formed by a private equity
consortium of investors on Nov. 21, 2003. The Company is the
direct parent of WMG Holdings Corp., which is the direct parent of
WMG Acquisition Corp. WMG Acquisition Corp. is one of the world's
major music-based content companies and the successor to
substantially all of the interests of the recorded music and music
publishing businesses of Time Warner Inc.
The Company classifies its business interests into two fundamental
operations: Recorded Music and Music Publishing. The Company's
Recorded Music business primarily consists of the discovery and
development of artists and the related marketing, distribution and
licensing of recorded music produced by such artists. The
Company's Music Publishing operations include Warner/Chappell, its
global Music Publishing company, headquartered in New York with
operations in over 50 countries through various subsidiaries,
affiliates and non-affiliated licensees.
In May 2011, Warner Music Group Corp. and Access Industries, the
U.S.-based industrial group, announced the execution of a
definitive merger agreement under which Access Industries will
acquire WMG in an all-cash transaction valued at $3.3 billion.
The purchase includes WMG's entire recorded music and music
publishing businesses.
On July 20, 2011, the Company notified the New York Stock
Exchange, Inc., of its intent to remove the Company's common stock
from listing on the NYSE and requested that the NYSE file with the
SEC an application on Form 25 to report the delisting of the
Company's common stock from the NYSE. On July 21, 2011, in
accordance with the Company's request, the NYSE filed the Form 25
with the SEC in order to provide notification of that delisting
and to effect the deregistration of the Company's common stock
under Section 12(b) of the Securities Exchange Act of 1934, as
amended. On August 2, 2011, the Company filed a Form 15 with the
SEC in order to provide notification of a suspension of its duty
to file reports under Section 15(d) of the Exchange Act. The
Company continues to file reports with the SEC pursuant to the
Exchange Act in accordance with certain covenants contained in the
instruments governing the Company's outstanding indebtedness.
The Company reported a net loss of $60 million on $1.40 billion of
revenue for the six months ended March 31, 2012. The Company
reported a net loss of $206 million on $2.86 billion of revenue
for the combined 12 months ended Sept. 30, 2011, following a net
loss of $145 million on $2.98 billion of revenue for the fiscal
year ended Sept. 30, 2010.
The Company's balance sheet at June 30, 2012, showed $5.16 billion
in total assets, $4.20 billion in total liabilities and
$961 million in total equity.
WEGENER CORP: Suspends Filing of Reports with SEC
-------------------------------------------------
Wegener Corporation filed a Form 15 with the U.S. Securities and
Exchange Commission to voluntarily deregister its common stock and
suspend its duty to file reports under Section 13 and 15(d) of the
Securities Exchange Act of 1934. As of Nov.19, 2012, there were
only 397 holders of record of the common shares.
About Wegener Corp.
Johns Creek, Ga.-based Wegener Corporation --
http://www.wegener.com/-- was formed in 1977 and is a Delaware
corporation. The Company conducts its continuing business through
Wegener Communications, Inc. (WCI), a wholly-owned subsidiary.
WCI, a Georgia corporation, is an international provider of
digital video and audio solutions for broadcast television, radio,
telco, private and cable networks.
The Company reported a net loss of $1.46 million for the year
ended Sept. 2, 2011, compared with a net loss of $2.31 million for
the year ended Sept. 3, 2010.
The Company's balance sheet at June 1, 2012, showed $5.44 million
in total assets, $9.28 million in total liabilities, all current,
and a $3.83 million total capital deficit.
In its report on the Company's 2011 results, Habif, Arogeti &
Wynne, LLP, in Atlanta, Georgia, noted that the Company has
suffered recurring losses from operations and has a capital
deficiency that raise substantial doubt about its ability to
continue as a going concern.
Bankruptcy Warning
The Company said in its quarterly report for the period ended
June 1, 2012, that it may not have sufficient capital to continue
as a going concern.
"Our bookings and revenues to date in fiscal 2012 and during the
prior fiscal year have been insufficient to attain profitable
operations and to provide adequate levels of cash flow from
operations. We have experienced recurring net losses from
operations, which have caused an accumulated deficit of
approximately $24,079,000 at June 1, 2012. We had a working
capital deficit of approximately $6,151,000 at June 1, 2012
compared to $4,441,000 at September 2, 2011. Our day to day
liquidity during the third quarter of fiscal 2012 and continuing
to date has been adversely impacted by our low level of revenues
and bookings. We currently believe our expected levels of
revenues over the next two quarters are insufficient to provide
adequate levels of internally generated liquidity during those
periods. As a result, we believe we will need to raise additional
capital or additional borrowings as supplemental funding to
provide adequate liquidity to pay our current level of operating
expenses, to provide for anticipated inventory purchases which
will be required for our current level of anticipated revenues
during the next two fiscal quarters and to reduce past due amounts
owed to vendors and service providers. We currently have limited
sources of capital, including the public and private placement of
equity securities and additional debt financing. No assurances
can be given that additional capital or borrowings would be
available to allow us to continue as a going concern. If
additional capital or borrowings are unavailable, we will likely
be forced to significantly curtail or restructure our operations
during the remainder of fiscal 2012 and beyond, which would have a
material adverse effect on our ability to continue as a going
concern and as a result may require the Company to enter into
bankruptcy proceedings or cease operations.
ZACKY FARMS: Foster Poultry Sues Over Trademark Deal Breach
-----------------------------------------------------------
Lisa Uhlman at Bankruptcy Law360 reports that Foster Poultry Farms
filed suit in California bankruptcy court against Zacky Farms LLC,
whose chicken-related assets it bought in 2001, alleging the
company breached a trademark agreement and engaged in unfair
competition by later selling chicken under the Zacky Farms name.
According to the complaint, as a key component of the "complex,
multimillion-dollar" 2001 transaction, Zacky Farms agreed not to
use the trademark for chicken sales after the closing of the deal,
and it followed that agreement for the following 11 years,
Bankruptcy Law360 relates.
About Zacky Farms
Fresno, California-based Zacky Farms LLC, whose operations include
the raising, processing and marketing of poultry products, filed
for Chapter 11 bankruptcy protection (Bankr. E.D. Calif. Case No.
12-37961) on Oct. 8, 2012 in Sacramento. The company has roughly
1,000 employees and operates in multiple plants, farms and offices
in California, including operations in Los Angeles, Fresno,
Tulare, Kings, San Joaquin and San Bernardino Counties. The
company blames high feed prices for losses in recent years.
The Company has plans to sell itself to pay creditors. It listed
between $50 million and $100 million in both assets and debts.
Bankruptcy Judge Thomas Holman presides over the case. Lawyers at
Felderstein Fitzgerald Willoughby & Pascuzzi LLP represent the
Debtor. The petition was signed by Keith F. Cooper, the Debtor's
sole manager.
An official committee of unsecured creditors has been appointed in
the case. Lowenstein Sandler represents the Committee. The
Lowenstein team includes Kenneth A. Rosen, Bruce S. Nathan,
Jeffrey D. Prol, Wojciech F. Jung and Keara Waldron.
The Debtor's DIP lender, The Robert D. Zacky and Lillian D. Zacky
Trust U/D/T dated July 26, 1988, is represented by Thomas Walper,
Esq., at Munger Tolles & Olson LLP; and McKool Smith LLP.
ZALE CORP: Incurs $28.3 Million Net Loss in Oct. 31 Quarter
-----------------------------------------------------------
Zale Corporation reported a net loss of $28.26 million on
$357.46 million of revenue for the three months ended Oct. 31,
2012, compared with a net loss of $31.87 million on
$350.98 million of revenue for the same period during the prior
year.
The Company's balance sheet at Oct. 31, 2012, showed $1.33 billion
in total assets, $1.18 billion in total liabilities and
$151.96 million in stockholders' investment.
"We are pleased to report our eighth consecutive quarter of
positive same store sales and continued progress towards our goal
of returning Zale to profitability," commented Theo Killion, chief
executive officer. "As we enter the holiday period, we are
confident our foundation is in place for this important selling
season."
A copy of the press release is available for free at:
http://is.gd/AjahOm
About Zale Corporation
Based in Dallas, Texas, Zale Corporation (NYSE: ZLC) --
http://www.zalecorp.com/-- is a specialty retailer of diamonds
and other jewelry products in North America, operating
approximately 1,900 retail locations throughout the United States,
Canada and Puerto Rico, as well as online. Zale Corporation's
brands include Zales Jewelers, Zales Outlet, Gordon's Jewelers,
Peoples Jewellers, Mappins Jewellers and Piercing Pagoda. Zale
also operates online at http://www.zales.com/,
http://www.zalesoutlet.com/,
http://www.gordonsjewelers.com/and http://www.pagoda.com/
Zale Corp. incurred a net loss of $27.31 million for the year
ended July 31, 2012, a net loss of $112.30 million for the year
ended July 31, 2011, and a net loss of $93.67 million for the year
ended July 31, 2010.
ZHONG WEN: Incurs $7,500 Net Loss in Third Quarter
--------------------------------------------------
Zhong Wen International Holdings Co., Inc., filed with the U.S.
Securities and Exchange Commission its quarterly report on Form
10-Q disclosing a net loss of $7,530 on $9,495 of revenue for the
three months ended Sept. 30, 2012, compared with net income of
$29,357 on $77,578 of revenue for the same period during the prior
year.
For the nine months ended Sept. 30, 2012, the Company reported net
income of $44,021 on $123,913 of revenue, compared with net income
of $114,535 on $248,698 of revenue for the same period a year ago.
The Company's balance sheet at Sept. 30, 2012, showed $1.48
million in total assets, $1.55 million in total liabilities, all
current, and a $71,327 total stockholders' deficit.
Bankruptcy Warning
"If the Company is unable to obtain additional funds, it will not
be able to sustain its operations and would be required to cease
its operations and/or seek bankruptcy protection. Given the
difficult current economic environment, the Company believes it
will be difficult to raise additional funds and there can be no
assurance as to the availability of additional financing or the
terms upon which additional financing may be available. As a
result of these conditions, there is substantial doubt regarding
the Company?s ability to continue as a going concern."
A copy of the Form 10-Q is available for free at:
http://is.gd/kF4QWM
About Zong Wen
Located in Qingzhou, Shandong, People's Republic of China, Zhong
Wen International Holding Co., Ltd., is in the business of
equipment products procurement for the construction industry, and
project consultation for construction projects.
After auditing results for the year ended Dec. 31, 2011,
Bongiovanni & Associates, CPA's, in Cornelius, North Carolina,
expressed substantial doubt about Zhong Wen's ability to continue
as a going concern. The independent auditors noted that the
Company has suffered losses from operations and has a net capital
deficiency as of Dec. 31, 2011.
* Panelists Say 34 Years in Ch. 11 Is Different, Not Dead
----------------------------------------------------------
Lisa Uhlman at Bankruptcy Law360 reports that while the utility
and efficiency of corporate bankruptcy proceedings today are hotly
debated topics, Chapter 11 is a tool that, though in flux, is far
from dead, leaders from one of the most important bankruptcy
districts in the country agreed. U.S. Bankruptcy Judges Shelley
Chapman and Stuart Bernstein of the Southern District of New York,
joined on a panel by moderator Gary Holtzer of Weil Gotshal &
Manges LLP, spoke about the state of Chapter 11 during a
conference at the Benjamin N. Cardozo School, Bankruptcy Law360
relates.
* Texas Developer Buys California Land Out of Bankruptcy
--------------------------------------------------------
Robbie Whelan at Dow Jones' DBR Small Cap reports that a Texas
land developer has bought one of the largest tracts of land in
Southern California approved for development in a deal that
signals that investors are once again betting on housing tracts in
exurban markets.
* 4th Circ. Urged to Prevent Bankruptcy-Voided IP Licenses
----------------------------------------------------------
Lisa Uhlman at Bankruptcy Law360 reports that an intellectual
property trade association filed an amicus brief Monday urging the
Fourth Circuit to affirm a Virginia bankruptcy court's ruling that
the Bankruptcy Code's protections cover patents licensed in the
U.S. from foreign companies.
According to Bankruptcy Law360, the Intellectual Property Owners
Association said the lower court's ruling that U.S. companies that
license patents from a foreign company that goes bankrupt can
continue using the patents after the bankruptcy, even when those
protections are not available under the foreign law applicable to
the debtor, should stand.
* Non-Priority Tax Claims Can't Be Paid Ahead
---------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that according to a Nov. 20 opinion from the Bankruptcy
Appellate Panel for the Eighth Circuit in St. Louis, a Chapter 13
wage-earners' plan paying non-priority taxes ahead of other non-
priority unsecured claims would amount to unfair discrimination
under Section 1322 of the Bankruptcy Code.
The report recounts that the individual bankrupts had a
substantial amount of "old" tax debt that was nondischargeable
because tax returns weren't filed on time. Their plan proposed to
pay unsecured nonpriority tax claims ahead of other unsecured,
non-priority claims. In opposing confirmation of the plan, the
Chapter 13 trustee said that all unsecured creditors would recover
about 78 percent were tax claims paid along with everything else.
If tax claims were paid first, taxing authorities would recover 97
percent while other unsecured creditors would see nothing.
According to the report, the bankruptcy judge refused to confirm
the plan and was upheld by the appellate panel in an opinion
written by U.S. Bankruptcy Judge Barry S. Schermer.
The case is Copeland v. Fink (In re Copeland), 12-6034,
U.S. Eighth Circuit Bankruptcy Appellate Panel (St. Louis).
* Conduit Defense Protects IRS From Fraudulent-Transfer Claim
-------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that in the past two years, two district courts ruled that
the Internal Revenue Service is entitled to the "mere conduit"
defense when sued for a fraudulent transfer.
According to the report, in the case decided last week, U.S.
District Judge Kevin Michael Moore in Miami reversed the
bankruptcy judge who ruled that the conduit defense wasn't
applicable.
The case, the report relates, involved an individual who owned a
bankrupt Subchapter S corporation where the company's tax
liabilities or refunds flowed through to the individual on his own
tax return. The dispute involved a $26,000 payment the company
made to the IRS on account of what would be the owner's personal
tax liability. The payment was later returned in the form of a
tax refund when the company incurred losses which flowed to the
owner. The company's bankruptcy trustee sued the IRS on a
fraudulent transfer theory, contending the company was insolvent
when it paid the $26,000 on behalf of the owner.
Judge Moore, according to the report, ruled that the conduit
doctrine in the 11th Circuit has a flexible, equitable
underpinning and isn't to be strictly applied. He concluded that
the IRS had no discretion and was required to pay refunds, thus
making the conduit theory applicable.
A district judge in Grand Rapids, Michigan reached the same result
in October 2010.
The new case is U.S. v. Menotte, 12-80664, U.S. District
Court, Southern District of Florida (Miami).
* Saul Ewing Taps Stephen B. Ravin for New Jersey Office
--------------------------------------------------------
Saul Ewing LLP announced on Nov. 19, 2012, that Stephen B. Ravin
has joined the firm as a partner in the Bankruptcy and
Restructuring Practice. Mr. Ravin, who has more than 30 years of
experience as an insolvency and bankruptcy attorney, will be
resident in Saul Ewing's Newark, New Jersey office.
Mr. Ravin focuses his practice on numerous facets of insolvency
and bankruptcy law. He has served as a trustee and has represented
trustees, individual and corporate debtors, creditors, creditors'
committees, assignees for the benefit of creditors and receivers.
Mr. Ravin has handled a range of insolvency issues, from single
debt resolution to large-scale restructurings and liquidation
proceedings in Chapter 11 and Chapter 7 cases, in state courts and
in out-of-court workouts. He also serves as a fiduciary as an
assignee for the benefit of creditors, receiver and liquidating
trustee.
"Steve is a nationally known and respected player in the
restructuring world and a key restructuring practitioner in New
Jersey," said Jeffrey Hampton, co-chair of the Bankruptcy and
Restructuring Practice. "Adding Steve will enable Saul Ewing to
reach more clients in New Jersey and New York with legal needs
related to restructuring and bankruptcy. His wealth of experience
is a valuable resource for the firm and his new partners in the
practice."
Mr. Ravin has worked on cases in numerous industries, including
retail, health care, manufacturing, chemical and telecom. For him,
Saul Ewing was a good fit not only for current clients but new
ones he hopes to gain in areas beyond bankruptcy.
"Saul Ewing provides an excellent platform for me to grow my
insolvency and bankruptcy practice as well as to provide clients
with legal services related to general business and litigation,"
Ravin said. "The firm has well-established and robust practices in
all of these areas."
Mark Minuti, co-chair of Saul Ewing's Bankruptcy and Restructuring
Practice, said Steve is a true gentleman who has a natural rapport
with people on both a professional and personal level. "Steve is a
great person. His ability to connect with people is a natural fit
for the collegial, team-driven culture here at Saul Ewing," Mark
said.
Mr. Ravin received his law degree from the University of New
Hampshire School of Law (formerly Franklin Pierce Law Center.) He
received his undergraduate degree from Boston University.
* St. John Named Chief Bankruptcy Judge for the E.D. of Va.
-----------------------------------------------------------
American Bankruptcy Institute reports that Bankruptcy Judge
Stephen C. St. John has been named the chief judge for the Eastern
District of Virginia's bankruptcy courts.
* Large Companies With Insolvent Balance Sheets
-----------------------------------------------
Total
Share- Total
Total Holders' Working
Assets Equity Capital
Company Ticker ($MM) ($MM) ($MM)
------- ------ ------ -------- -------
ABSOLUTE SOFTWRE ABT CN 128.8 (7.2) 2.7
ADVANCED BIOMEDI ABMT US 0.2 (2.0) (1.6)
AK STEEL HLDG AKS US 3,920.7 (413.9) 450.0
AMC NETWORKS-A AMCX US 2,152.9 (915.4) 505.9
AMER AXLE & MFG AXL US 2,674.2 (497.7) 372.3
AMER RESTAUR-LP ICTPU US 33.5 (4.0) (6.2)
AMERISTAR CASINO ASCA US 2,096.6 (25.6) (26.5)
AMYLIN PHARMACEU AMLN US 1,998.7 (42.4) 263.0
ANACOR PHARMACEU ANAC US 42.8 (6.2) 15.9
ARRAY BIOPHARMA ARRY US 85.5 (96.4) 4.1
AUTOZONE INC AZO US 6,265.6 (1,548.0) (676.6)
BERRY PLASTICS G BERY US 5,114.0 (472.0) 552.0
BOSTON PIZZA R-U BPF-U CN 162.9 (92.3) (0.3)
CABLEVISION SY-A CVC US 7,285.3 (5,730.1) (85.3)
CAPMARK FINANCIA CPMK US 20,085.1 (933.1) -
CC MEDIA-A CCMO US 16,402.3 (7,847.3) 1,449.3
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 483.1 (569.4) 7.5
CIENA CORP CIEN US 1,915.3 (60.3) 710.4
CINCINNATI BELL CBB US 2,752.3 (684.6) (68.2)
CLOROX CO CLX US 4,747.0 (20.0) 20.0
COMVERSE INC CNSI US 830.6 (80.6) (105.9)
CYTORI THERAPEUT CYTX US 32.0 (9.7) 8.2
DELTA AIR LI DAL US 44,352.0 (48.0) (5,061.0)
DIRECTV DTV US 20,353.0 (4,735.0) 953.0
DOMINO'S PIZZA DPZ US 441.0 (1,345.5) 74.0
DUN & BRADSTREET DNB US 1,821.6 (765.7) (615.8)
DYAX CORP DYAX US 57.2 (48.4) 26.7
FAIRPOINT COMMUN FRP US 1,798.0 (220.7) 31.1
FERRELLGAS-LP FGP US 1,397.3 (27.5) (50.9)
FIESTA RESTAURAN FRGI US 289.7 6.6 (13.1)
FIFTH & PACIFIC FNP US 843.4 (192.2) 33.5
FREESCALE SEMICO FSL US 3,329.0 (4,489.0) 1,305.0
GENCORP INC GY US 908.1 (164.3) 48.1
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 27,302.0 (6,563.0) 1,411.0
HEADWATERS INC HW US 680.9 (3.1) 73.5
HOVNANIAN ENT-A HOV US 1,624.8 (404.2) 881.0
HOVNANIAN ENT-B HOVVB US 1,624.8 (404.2) 881.0
HUGHES TELEMATIC HUTCU US 110.2 (101.6) (113.8)
HUGHES TELEMATIC HUTC US 110.2 (101.6) (113.8)
INCYTE CORP INCY US 296.5 (220.0) 141.1
INFOR US INC LWSN US 5,846.1 (480.0) (306.6)
INTERCEPT PHARMA ICPT US 12.1 (9.4) 6.1
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 1,536.5 (279.0) (177.1)
JUST ENERGY GROU JE CN 1,536.5 (279.0) (177.1)
LIMITED BRANDS LTD US 6,589.0 (245.0) 1,316.0
LIN TV CORP-CL A TVL US 864.4 (35.0) 67.2
LORILLARD INC LO US 3,424.0 (1,564.0) 1,364.0
MARRIOTT INTL-A MAR US 5,865.0 (1,296.0) (1,532.0)
MERITOR INC MTOR US 2,501.0 (982.0) 270.0
MONEYGRAM INTERN MGI US 5,247.0 (163.6) (95.3)
MORGANS HOTEL GR MHGC US 577.0 (125.2) (8.7)
NATIONAL CINEMED NCMI US 828.0 (347.7) 107.6
NAVISTAR INTL NAV US 11,143.0 (358.0) 1,585.0
NEXSTAR BROADC-A NXST US 611.4 (160.3) 35.1
NPS PHARM INC NPSP US 165.5 (46.7) 121.9
NYMOX PHARMACEUT NYMX US 2.1 (7.7) (1.6)
OMEROS CORP OMER US 32.8 (0.8) 9.6
PALM INC PALM US 1,007.2 (6.2) 141.7
PDL BIOPHARMA IN PDLI US 249.9 (115.5) 170.6
PLAYBOY ENTERP-A PLA/A US 165.8 (54.4) (16.9)
PLAYBOY ENTERP-B PLA 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)
QUICKSILVER RES KWK US 2,490.2 (146.7) 68.0
REALOGY HOLDINGS RLGY US 7,351.0 (1,742.0) (484.0)
REGAL ENTERTAI-A RGC US 2,198.1 (552.4) 77.4
REGULUS THERAPEU RGLS US 40.7 (8.5) 21.0
RENAISSANCE LEA RLRN US 57.0 (28.2) (31.4)
REVLON INC-A REV US 1,183.6 (680.7) 104.7
RURAL/METRO CORP RURL US 303.7 (92.1) 72.4
SALLY BEAUTY HOL SBH US 2,065.8 (115.1) 686.5
SAREPTA THERAPEU SRPT US 53.1 (4.6) (13.0)
SHUTTERSTOCK INC SSTK US 46.7 (29.9) (32.9)
SINCLAIR BROAD-A SBGI US 2,245.5 (52.4) (14.1)
TAUBMAN CENTERS TCO US 3,152.7 (86.1) -
TEMPUR-PEDIC INT TPX US 913.5 (12.5) 207.0
TESLA MOTORS TSLA US 809.2 (27.9) (101.3)
TESORO LOGISTICS TLLP US 291.3 (78.5) 50.7
THRESHOLD PHARMA THLD US 86.2 (44.1) 68.2
ULTRA PETROLEUM UPL US 2,593.6 (109.6) (266.6)
UNISYS CORP UIS US 2,254.5 (1,152.6) 371.3
VECTOR GROUP LTD VGR US 885.6 (102.9) 243.0
VERISIGN INC VRSN US 1,983.3 (26.6) (86.9)
VIRGIN MOBILE-A VM US 307.4 (244.2) (138.3)
WEIGHT WATCHERS WTW US 1,198.0 (1,720.4) (273.7)
WORKDAY INC-A WDAY US 267.2 (46.4) 14.3
*********
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, Carmel
Paderog, Meriam Fernandez, 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 ***