/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/121227.mbx T R O U B L E D C O M P A N Y R E P O R T E R Thursday, December 27, 2012, Vol. 16, No. 358 Headlines 17315 COLLINS: Condotel Operator Has OK to Solicit Plan Votes 1946 PROPERTY: Can Use SW Loan Cash Collateral on Final Basis 207 REDWOOD: Plan Outline Denied, Disclosure on Tax Credits Needed 4250 EAST: Fails to Appear at Creditors Meeting; Case Dismissed A&S GROUP: Permitted to Make Payments Using Suntrust Collateral A123 SYSTEMS: Blackstone OK'd as Panel's Financial Advisor A123 SYSTEMS: Saul Ewing Approved as Committee's Co-Counsel A123 SYSTEMS: Skadden Arps May Assist in CFIUS Matters AES EASTERN: Brown Rudnick Approved as Committee's Co-Counsel AES EASTERN: Exclusive Solicitation Period Extended to Jan. 25 AES EASTERN: Steptoe & Johnson OK'd as Committee's Special Counsel AIDA'S PARADISE: Mark Carpenter OK'd as Estate Valuation Expert AMEREN ENERGY: Fitch Cuts Issuer Default Rating to 'B-' AMPAL-AMERICAN: Committee Files Chapter 11 Plan AS SEEN ON TV: Sells Additional Securities for $3.2 Million ASSURED PHARMACY: Incurs $1.4-Mil. Net Loss in Third Quarter ATP OIL: Committee Supports Bid to Limit Securities Trading AVIVA USA: Moody's Lowers Long-Term Issuer Rating to 'Ba2' AXION INTERNATIONAL: Issues $499,600 Convertible Promissory Notes B & B: Voluntary Chapter 11 Case Summary BEAU VIEW: In Chapter 7 After Non-Compliance With US Trustee Deal BENADA ALUMINUM: Plan Pays Secured Lenders in 5 Years BENADA ALUMINUM: FTL Hikes Loan Commitment to $2.5-Mil BERNARD L. MADOFF: 2nd Cir. Affirms $220MM Deal With Levy Heirs BOREAL WATER: Incurs $279,400 Net Loss in Third Quarter BROOKLYN NAVY: Moody's Cuts Senior Secured Debt Rating to 'B3' CAREFREE WILLOWS: Files Fourth Amended Plan CATALYST PAPER: Accepts Bid for Snowflake Mill Assets CATALYST PAPER: Asset Sale to Pacifica Collapses CDC CORP: Emerges From Chapter 11 Bankruptcy CEREPLAST INC: Hans Black Discloses 8.9% Equity Stake CHINA PEDIATRIC: Incurs $3.6-Mil. Net Loss in Third Quarter CHISEN ELECTRIC: Obtains RMB200 Million Loan From Chaowei Power CIMA LLC: Bankruptcy Administrator Withdraws Case Dismissal Bid CITIZENS DEVELOPMENT: U.S. Trustee Unable to Form Creditors Panel CLARE OAKS: Creditors Have Until Jan. 22 to File Proofs of Claim CLEAR CREEK: Joint Amended Disclosure Statement Approved CLEAR CREEK: Taps Legacy Land as Professional Land Use Consultant CLEAR CREEK: Allen Matkins Has Reduced Role in Case CLEARWIRE CORP: Comcast Holds 12.8% of Class A Shares CLEARWIRE CORP: Sprint Owns 52.8% of Class A Shares COACTIVE HOLDINGS: Moody's Affirms 'Caa1' CFR After Restructuring CONDOR DEVELOPMENT: Washington State Seeks Case Dismissal CONDOR DEVELOPMENT: Lane Powell Replaces Vortman & Feinstein CPI CORP: Anticipates Excess of $20MM Net Loss in Nov. 10 Quarter CPI CORP: Delays Wal-Mart Lease Payments Until April 10 CROSSOVER FINANCIAL: Renews NavPoint Contract Until 2013 DAZ VINEYARDS: Court Confirms Fourth Amended Plan DETROIT, MI: Michigan Appoints Financial Review Team DIAL GLOBAL: Deregisters 2.4 Million Common Shares Under Plans DOWNTOWN MISSION: Moody's Affirms 'Ba1' Rating on Sr. Rev. Bonds DRINKS AMERICAS: Delays Form 10-Q for October 31 Quarter EASTMAN KODAK: Court Approves Cancellation of Samsung Deal EASTMAN KODAK: Global OLED Sues Over Ownership of 18 Patents EDISON MISSION: Fitch Lowers Issuer Default Rating to 'D' ENGLOBAL INC: Extends Forbearance with Lenders Until April 30 EPAZZ INC: Incurs $1.6 Million Net Loss in Third Quarter FIRST PLACE: Bayard P.A. Approved as Delaware Counsel FIRST PLACE: FTI Consulting Approved as Financial Advisor FIRST PLACE: Holdco Inc. OK'd as Committee's Financial Advisor FIRST PLACE: Kirkland & Ellis Approved as Committee's Counsel FORT LAUDERDALE BOATCLUB: Files First Amended Disclosure Statement FREEDOM COMMS: NY Court Clears French Bank From Debt Buyer's Costs FRONTIER HEALTHCARE: Voluntary Chapter 11 Case Summary GARLOCK SEALING: McKarcher Leaves Covington, Withdraws as Counsel GENERAL MOTORS: To Buy Back Stock From Treasury GMX RESOURCES: Board OKs Reverse Stock Split of Common Stock GRACECHURCH INVESTMENTS: Faces Censure for Pressuring Clients GREEN ENDEAVORS: Restates 2011 Form 10-K to Correct Errors HAMPTON ROADS: Appoints Director of Commercial Banking Services HAYDEL PROPERTIES: Court Wants Disclosure on Possible Claims v. BP HELRICH HOTEL: Moody's Cuts Rating on Sr. Revenue Bonds to 'Caa1' HERITAGE CONSOLIDATED: Files Second Amended Disclosure Statement HERITAGE CONSOLIDATED: Taps G.R. Baum as Consultant/Expert Witness HIGHER PLANES: Voluntary Chapter 11 Case Summary HMX GROUP: Court Approves Sale to Authentic Brands HOLLIFIELD RANCHES: Court Confirms Sixth Amended Plan HONDO MINERALS: Restates 2012 Annual Report; Has $7.4MM Net Loss HOSTESS BRANDS: Wants Arbitration Hearing Continued Until Jan. 25 IMAGENETIX INC: Case Summary & 20 Largest Unsecured Creditors IMPLANT GENERAL: Case Summary & 11 Largest Unsecured Creditors INNER CITY: Judge Dismisses Shareholder Suit Over IP Sale JAMMIN JAVA: Incurs $944,700 Net Loss in October 31 Quarter JASPERS ENTERPRISES: Chapter 11 Reorganization Dismissed JCK HOTELS: Reorganization Plan Confirmed at Cramdown Hearing JER/JAMESON MEZZ I: Second Amended Joint Plan Confirmed K-V PHARMACEUTICALS: Panel Taps Curtis Mallet as Conflicts Counsel KM ASSOCIATES: To Sell All Assets Under Reorganization Plan KNIGHT CAPITAL: Signs Merger Agreement with GETCO Holding KNIGHT CAPITAL: Jefferies & Company Owns 46.9% of Class A Shares LAKELAND DEVELOPMENT: H. Henry Eshraghian Approved as Tax Preparer LARSON LAND: Trustee Taps Cook Martin to Prepare Tax Returns LI-ION MOTORS: Incurs $39,000 Net Loss in October 31 Quarter LOCATION BASED TECH: Sues JMJ Financial Over Promissory Notes MDU COMMUNICATIONS: Incurs $6.4-Mil. Net Loss in Fiscal 2012 MDU COMMUNICATIONS: SF Investors Owns 6.4% Equity Stake MID PINE: Case Summary & 2 Largest Unsecured Creditors MILAGRO OIL: James Ivey Resigns CEO, President and Director Posts MMRGLOBAL INC: Has License Agreement With Healthcare Holdings MOHAWK INDUSTRIES: Moody's Affirms 'Ba1' Corp. Family Rating MY DENTIST: Case Summary & 20 Largest Unsecured Creditors NAVISTAR INTERNATIONAL: Incurs $3-Bil. Net Loss in Fiscal 2012 NESBITT PORTLAND: Joint Plan Features Two Alternatives for Funding NEW ENGLAND COMPOUNDING: Files Ch.11 to Address Meningitis Claims NORTEL NETWORKS: Seeks Court Approval of Incentive Plan ODYSSEY DIVERSIFIED: Amends Schedules of Assets and Liabilities OLDE PRAIRIE: Equity Holders Object to Cancellation of Shares PACESETTER FABRICS: Court Rejects Bid to Use Cathay Bank's Cash PACIFIC MONARCH: Amended Reorganization Plan Declared Effective PALM COURT: Case Summary & 5 Largest Unsecured Creditors PALM COURT AT 23RD: Case Summary & 20 Largest Unsecured Creditors PATRIOT COAL: Houlihan Lokey Approved as Panel's Investment Banker PATRIOT COAL: Mesirow Financial OK'd as Panel's Financial Advisor PATRIOT COAL: Court Approves Settlement Deal With Evansville PINNACLE ENTERTAINMENT: Fitch Affirms 'B' IDR on Ameristar Deal PITT PENN: Secured Lender Files Joint Chapter 11 Plan PMI GROUP: Court Approves Creditor Settlement Over Unit's NOLs POWERWAVE TECHNOLOGIES: NASDAQ Delisting Hearing Set for Jan. 31 POWERWAVE TECHNOLOGIES: Shareholders Elect 7 New Directors PROASSURANCE CORP: Moody's Review (P)Ba2 Preferred Stock Rating RADIOSHACK CORP: Names Troy Risch as EVP of Store Operations RITZ CAMERA: Says Ch. 7 Trustee May Complete Asset Liquidation RLH ASSOCIATES: Case Summary & 20 Largest Unsecured Creditors RVUE HOLDINGS: Incurs $1.8-Mil. Net Loss in Third Quarter SAGAMORE PARTNERS: Can Hire Goldstein for Accounting Services SAGAMORE PARTNERS: Has Nod to Hire Meckler Bulger as Fees Expert SAN BERNARDINO, CA: Court Stays CalPERS' Collection Efforts SPANSION INC: 3rd Cir. Says Prior Patent Deal Blocks Suit v. Apple SPRINT NEXTEL: Holds 52.8% of Clearwire Class A Shares STABLEWOOD SPRINGS: Case Summary & 20 Largest Unsecured Creditors TAYLOR BEAN: Trust Inks Deal With Government TRIDENT MICROSYSTEMS: Joint Liquidation Plan Declared Effective UNIGENE LABORATORIES: Postpones Special Meeting Indefinitely UNILAVA CORP: Incurs $890,600 Net Loss in Third Quarter VALENCE TECHNOLOGY: Taps Armanino McKenna as Appraiser VISCOUNT SYSTEMS: Dennis Raefield Named COO and CSO VIVARO CORP: To Auction Off Assets in January WESTERN POZZOLAN: Prefers Chapter 11 Trustee Over Case Dismissal WINNIE COMMUNITY: Voluntary Chapter 11 Case Summary WOLF MOUNTAIN: $220M Suit Against Oak Hill Tossed XENONICS HOLDINGS: Incurs $2.2-Mil. Net Loss in Fiscal 2012 XTREME GREEN: Incurs $717,900 Net Loss in Third Quarter * NJ Court Clarifies Inquiry Duties for Construction Liens * Recent Small-Dollar & Individual Chapter 11 Filings ********* 17315 COLLINS: Condotel Operator Has OK to Solicit Plan Votes ------------------------------------------------------------- U.S. Bankruptcy Judge Robert A. Mark of the U.S. Bankruptcy Court for the Southern District of Florida has approved the second amended disclosure statement describing the plan of reorganization filed by 17315 Collins Avenue, LLC. The Plan provides for a restructuring of the Debtor's financial obligations which will allow the Debtor to continue operating as a full-service condominium/hotel. The Plan provides for the payment in full of the Allowed Claims against the Debtor over a period of approximately five years through the sale of the Debtor's remaining Units as well as Excess Cash earned from operations of the Project and any Litigation Proceeds. Secured note holders owed $19.7 million are impaired and will be paid with interest at 5% above the Judgment Rate in the form of a minimum of $2.35 million in cash for the quarter ending Dec. 31, 2012 and (ii) $1.5 million for each calendar quarter thereafter. NYLIM, holder of a $13 million secured claim, will receive quarterly payments from excess cash and from closings on the units until paid in full in four years. Holders of non- insider general unsecured claims totaling $1.42 million will be paid in full within 5 years from the Effective Date, provided that higher ranked creditors are paid in full. The holder of the equity interest, WaveStone Properties, LLC, will retain its interests. A copy of the Second Amended Disclosure Statement is available for free at http://bankrupt.com/misc/17315_Collins_DS_1015112.pdf About 17315 Collins Avenue 17315 Collins Avenue LLC owns and operates a luxury, beach-front condominium-hotel located in Sunny Isles Beach, Florida, commonly known as Sole on the Ocean. It filed for Chapter 11 bankruptcy protection (Bankr. S.D. Fla. Case No. 12-10631) on Jan. 10, 2012. The Debtor is the sole owner of the Project. WaveStone Properties LLC owns 100% of the membership interests in the Debtor and has no other businesses or assets. Thomas Feeley is the managing member of WaveStone. Judge Robert A. Mark presides over the case. Lawyers at Meland Russin & Budwick P.A. serve as the Debtor's counsel. In its petition, the Debtor estimated $10 million to $50 million in assets and debts. Mr. Feeley signed the petition. 1946 PROPERTY: Can Use SW Loan Cash Collateral on Final Basis ------------------------------------------------------------- Judge Ronald B. King has authorized 1946 Property, LLC, to use cash collateral of SW Loan A, LLP, its prepetition secured lender on a final basis, in accordance with a budget. The cash collateral will be used to pay reasonable and necessary operating expenses, including, but not limited to, property management, supplies, routine repair and maintenance expenses, leasing commissions, landscaping, providing utilities with deposits, and other operating expenses to minimally, preserve, and optimally, increase the value of the collateral and the Debtor for the benefit of all creditors. The Property was approximately 70% leased as of the Petition Date. Historically, the Property generates $118,500 in monthly revenues, and requires approximately $100,000 for expenses, not including debt service, to maintain operations. The Debtor believes the principal balance owed to the lender, SW Loan A LP, is $10.3 million as of the Petition Date. The loan is secured by a Deed of Trust on the Debtor's real property and an assignment of rents. The Debtor proposes to grant the lender, as additional adequate protection a replacement lien in all of its postpetition generated cash and cash collateral. About 1946 Property 1946 Property, LLC, is a Texas liability company. The Debtor's sole manager is Edward Reiss. The Debtor owns a 252-unit condominium community located at 1946 Northeast Loop 410, in San Antonio, Texas. The Company filed a bare-bones Chapter 11 petition (Bankr. W.D. Tex. Case No. 12-52489) in San Antonio on Aug. 7, 2012. Bankruptcy Judge Leif M. Clark presides over the case. Vickie L. Driver, Esq., at Coffin & Driver, PLLC, represents the Debtor. In its petition, the Debtor estimated $10 million to $50 million in assets and debts. 207 REDWOOD: Plan Outline Denied, Disclosure on Tax Credits Needed ------------------------------------------------------------------ The Hon. Nancy V. Alquist of the U.S. Bankruptcy Court for the District of Maryland has denied approval of the disclosure statement explaining the Plan of Reorganization proposed by 207 Redwood LLC and creditor RL BB Financial, LLC. According to a Nov. 15, 2012 proceeding memo, the Court said additional disclosure is needed with respect to historic tax credits. A new Disclosure Statement hearing will be set once an amended Disclosure Statement is filed. Nov. 13 Disclosure Statement The Plan Disclosure dated Nov. 13, 2012, stated that after a period of negotiations, the Debtor together with RL BB, a secured creditor, decided to jointly file a plan of reorganization for the creditors' consideration. The purpose of the Plan is to have all of the Debtor's assets, including the property and historic tax credits transferred to RL BB (or its designee), which will pay all real estate taxes and administrative claims, and make certain funds available for unsecured claims. RL BB will acquire all assets of the Debtor and will make all distributions under the Plan. All property of the Debtor's estate not otherwise specifically treated under the Plan will become property of RL BB (or its designee). Payments made under the Plan will be made by RL BB. Under the Plan, the Holders of Interests in the Debtor will not receive or retain anything on account of their Interests, and their Interests will be canceled and extinguished as of the Effective Date. The Holder of the Allowed Secured Claim will receive payment equal to 100% of its Allowed Secured Claim on the Effective Date. All Classes, except Class 1, are impaired under the Plan A copy of the Disclosure Statement is available for free at http://bankrupt.com/misc/207_REDWOOD_ds.pdf About 207 Redwood Columbia, Maryland-based 207 Redwood LLC was created to own, rehabilitate and develop a 10-story historic building located at 207 East Redwood Street in downtown Baltimore, Maryland, into a hotel. The Debtor filed for Chapter 11 protection (Bankr. D. Md. Case No. 10-27968) on Aug. 6, 2010. James A. Vidmar, Jr., Esq., and Lisa Yonka Stevens, Esq., at Logan, Yumkas, Vidmar & Sweeney, LLC, in Annapolis, Md., assist the Debtor in its restructuring effort. In its amended schedules, the Debtor disclosed $14.5 million in assets and $24.1 million in liabilities as of the Petition Date. 4250 EAST: Fails to Appear at Creditors Meeting; Case Dismissed --------------------------------------------------------------- The Hon. Charles G. Case II of the Bankruptcy Court for the District of Arizona dismissed the Chapter 11 case of 4250 East Broadway, L.L.C. The Court, in a dismissal order, said that the Debtor failed to timely file the schedules and statements, and failed to appear and be examined at the meeting of creditors. Victoria Properties Management, L.L.C. filed an involuntary Chapter 11 petition against Phoenix, Arizona-based 4250 East Broadway, L.L.C. (Bankr. Case D. Ariz. No. 10-32567) on Oct. 8, 2010. According to the Debtor's case docket, on Sept. 27, 2012, the Court issued an order granting the Debtor relief from the Involuntary Case. The Court required the Debtor file its schedules of assets and liabilities and statement of financial affairs by Oct. 11, 2012. Bankruptcy Judge Charles G. Case, II presides over the case. The petitioner was represented by Aryeh D. Schwartz, Esq., at Schwartz Law Firm, P.L.L.C. A&S GROUP: Permitted to Make Payments Using Suntrust Collateral --------------------------------------------------------------- Judge Wendy L. Hagenau of the U.S. Bankruptcy Court for the Northern District of Georgia entered a fourth interim consent order authorizing A&S Group, Inc., to use cash collateral of SunTrust Bank, a secured creditor of the Debtor, until Dec. 22, 2012, in accordance with a budget. The Debtor was authorized to pay rent for the real property at 5351 Royal Woods Parkway in Tucker, Georgia for November 2012 to United Community Bank (UCB) in the amount of $10,792.00, to be paid on November 15, 2012, and for December 2012, in the amount of $10,792.00, to be paid December 15, as provided by the Budget. SunTrust consented to these payments only on the condition that UCB agrees not to seek any further rent for the months of November and December 2012 for the Property; and not to seek relief from the automatic stay with respect to the Property, take action to foreclose on the Property, or otherwise seek to disturb the Debtor's rights to possession and use of the Property during the Interim Period. The Debtor owes SunTrust pursuant to commercial notes executed by Debtor in favor of the Bank: (i) revolver note dated July 14, 2011, in the original principal amount $3,500,000; and (ii) term note dated Sept. 29, 2008, in the original principal amount of $650,000. As of Aug. 30, 2012, the outstanding unpaid balances (principal, interest and late fees) on the revolver note and term note was $3,559,506 and $312,143, respectively. The notes are secured by all of the assets of the Debtor. As a condition of the Debtor's use of SunTrust's Cash Collateral, the Debtor granted the Bank, as of the date of filing its petition, a continuing, additional first priority replacement lien and security interest in and to all of the now existing or hereafter arising or after-acquired assets of the Debtor relating to the Collateral or the SunTrust Cash Collateral, and in the Operating Account, to secure the Debtor's obligations to the Bank in accordance with section 361 of the Bankruptcy Code. About A&S Group Tucker, Georgia-based A&S Group, Inc., aka A&S Marbel and Granite Imports, filed a Chapter 11 petition (Bankr. N.D. Ga. Case No. 12-72662) in Atlanta, on Sept. 9, 2012. The Debtor is an importer and distributor of decorative ceramic tile and mosaics, and natural stone products, most of which are used for wall and floor applications and counter and table tops in residential and commercial properties. The Debtor's customer base includes local, regional and national retailers, home centers, developers and retailers. Judge Wendy L. Hagenau oversees the case. The Law Office of A. Keith Logue, Esq., serves as the Debtor's counsel. The Debtor listed total assets of $10,278,149 and total debts of $17,580,095 in its schedules. The petition was signed by Sami Durukan, president. A123 SYSTEMS: Blackstone OK'd as Panel's Financial Advisor ---------------------------------------------------------- The U.S. Bankruptcy Court for the District of Delaware authorized the Official Committee of Unsecured Creditors in the Chapter 11 case of A123 Systems, Inc., et al., to retain Blackstone Advisory partners, L.P. as financial advisor. As reported in the Troubled Company Reporter on Dec. 4, 2012, the firm is expected to, among other things: a) assist in the evaluation of the asset sale processes, including the identification of potential buyers; b) assist in evaluating the terms, conditions and impact of any proposed asset sale transactions; and c) participate in negotiations among the Committee, the Company and its other creditors, suppliers, lessors and other interested parties. Robert J. Gentile attests that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The Committee proposes that Blackstone be paid in accordance with this fee structure: a) A monthly advisory fee in the amount of $125,000 in cash. Beginning with the third monthly fee paid to Blackstone, 50% of all monthly fees paid will be credited against the restructuring fee; b) A restructuring fee equal to $1,000,000, plus 0.5% of any "distributable value" to the unsecured creditors of the Debtors, above a certain threshold amount. c) Reimbursement of all reasonable and actual out-of-pocket expenses incurred during the engagement. 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. 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. A123 sought bankruptcy protection 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. At an auction early in December, JCI's bid was topped by Wanxiang America's $256.6 million offer. The Bankruptcy Court approved the sale on Dec. 11. Wanxiang is buying most of A123, except for its government business. Navitas Systems, a Chicago-area company spun off from Sun MicroSystems, is buying A123's government business for $2.25 million. JCI has filed an appeal from the sale approval. A123 SYSTEMS: Saul Ewing Approved as Committee's Co-Counsel ----------------------------------------------------------- The U.S. Bankruptcy Court for the District of Delaware authorized the Official Committee of Unsecured Creditors in the Chapter 11 case of A123 Systems, Inc., et al., to retain Saul Ewing LLP as its co-counsel. The hourly rates of Saul Ewing's personnel are: Partners $350 - $750 Special Counsel $300 - $495 Associates $245 - $425 Paraprofessionals $160 - $275 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. 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. A123 sought bankruptcy protection 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. At an auction early in December, JCI's bid was topped by Wanxiang America's $256.6 million offer. The Bankruptcy Court approved the sale on Dec. 11. Wanxiang is buying most of A123, except for its government business. Navitas Systems, a Chicago-area company spun off from Sun MicroSystems, is buying A123's government business for $2.25 million. JCI has filed an appeal from the sale approval. A123 SYSTEMS: Skadden Arps May Assist in CFIUS Matters ------------------------------------------------------ The U.S. Bankruptcy Court for the District of Delaware authorized A123 Systems, Inc., et al., to employ Skadden, Arps, Slate, Meagher & Flom LLP and affiliates as special counsel. Skadden Arps will advise and represent the Debtors on matters that involve the Committee on Foreign Investment in the United States. CFIUS is an inter-agency committee of the United States Government that reviews the national security implications of foreign investments in US companies or operations. Skadden Arps has served the Debtors since 2007 on a variety of matters, including certain corporate, regulatory, tax, environmental and legislative matters. The hourly rates of Skadden Arps' personnel are: Partners $840 - $1,150 Counsel $815 - $895 Associates $365 - $755 Legal Assistants $195 - $310 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. 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. A123 sought bankruptcy protection 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. At an auction early in December, JCI's bid was topped by Wanxiang America's $256.6 million offer. The Bankruptcy Court approved the sale on Dec. 11. Wanxiang is buying most of A123, except for its government business. Navitas Systems, a Chicago-area company spun off from Sun MicroSystems, is buying A123's government business for $2.25 million. JCI has filed an appeal from the sale approval. AES EASTERN: Brown Rudnick Approved as Committee's Co-Counsel ------------------------------------------------------------- The U.S. Bankruptcy Court for the District of Delaware authorized the Official Committee of Unsecured Creditors in the Chapter 11 cases of AES Eastern Energy, L.P., et al., to retain Brown Rudnick LLP as its co-counsel. As reported in the Troubled Company Reporter on Dec. 4, 2012, the firms' primary attorneys who will represent the Committee are: Professional Hourly Rate ------------ ----------- William R. Baldiga $1,045 John F. Storz $795 Sunni P. Beville $760 Other Brown Rudnick attorneys or paraprofessionals from time to time will provide legal services on behalf of the Committee. The following hourly rates for Brown Rudnick attorneys and paraprofessionals are currently in effect, but are subject to adjustments: attorney rates are $475 to $1,100 per hour and paraprofessionals are $265 to $370 per hour. William R. Baldiga, Esq., attests that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. About AES Eastern Ithaca, New York-based AES Eastern Energy, L.P., either directly or indirectly, control six coal-fired electric generating plants located in New York State. Currently, the Debtors actively operate two of the six power plants and sell the electricity generated by those plants into the New York wholesale power market to utilities and other intermediaries under short-term agreements or directly in the spot market. AES Eastern Energy and 13 affiliates filed for Chapter 11 bankruptcy (Bankr. D. Del. Case Nos. 11-14138 through 11-14151) on Dec. 30, 2011. Lawyers at Weil, Gotshal & Manges LLP and Richards, Layton & Finger, P.A., are legal counsel to AES Eastern Energy and affiliates. Barclays Capital is serving as investment banker and financial advisor. Kurtzman Carson Consultants is the claims and noticing agent. AES Eastern Energy estimated $100 million to $500 million in assets and $500 million to $1 billion in debts. The petition was signed by Peter Norgeot, general manager. Gregory A. Horowith, Esq., and Robert T. Schmidt, Esq., at Kramer, Levin, Naftalis & Frankel LLP; and William T. Bowden, Esq., Benjamin W. Keenan, Esq., and Karen B. Skomorucha, Esq., at Ashby & Geddes, P.A., serve as counsel to the Creditors Committee. FTI Consulting Inc. is the financial advisor. AES EASTERN: Exclusive Solicitation Period Extended to Jan. 25 -------------------------------------------------------------- The U.S. Bankruptcy Court for the District of Delaware extended, for the third time, AES Eastern Energy, L.P., et al.'s exclusive periods to solicit acceptances for the proposed Chapter 11 Plan until Jan. 25, 2013. As reported by the Troubled Company Reporter on Nov. 19, the Debtors scheduled a Dec. 27 hearing for approval of a liquidating Chapter 11 plan designed to provide 12% recovery to creditors with $482 million in unsecured claims. The recovery is largely due to a $47 million settlement negotiated this month with non-bankrupt parent AES Corp. The Court has approved disclosure statement explaining the Plan. The creditors' committee undertook an investigation regarding $1 billion in dividends the bankrupt companies sent to the AES parent between 1998 and 2010. The company argued that dividends amounted to fraudulent transfers if made when the companies were insolvent. In return for a release of claims against itself and its officers and directors, AES agreed to pay $47 million when the Plan becomes effective. The payment represents most of the $57.5 million projected for distribution to unsecured creditors. The Debtors have sold four non-operational power plants and other related assets to GMMM Holdings I LLC, a subsidiary of DSA Services Inc., for $2.25 million pursuant to an asset purchase agreement dated Oct. 10, 2012. The Debtors have won Court approval of the sale. Pursuant to the APA, the deal will terminate if the sale will not have occurred on the close of business on Dec. 31. The Debtors said in court papers that the offer by the purchaser was not the only cash-positive bid, however, the Debtors, working with their advisors, determined that the proposed transaction with the purchaser represented the highest and best offer for the Residual Assets among all the indications of interest received. The purchaser, which intends to permanently retire the Non- Operating Facilities, salvage or scrap the equipment, and demolish the buildings so the sites eventually can be redeveloped, has extensive experience with power plant demolition, asbestos abatement, and other necessary skills. In addition, the Purchaser has presented the strongest evidence of financial ability to pay the purchase price and satisfy the assumed liabilities. Earlier this year, AES also received Court permission to sell the two operating facilities to secured creditors in exchange for debt. At a court hearing in Wilmington, Judge Kevin Carey signed off on the sale, which rids the AES Corp. unit of its only operating power plants, located in Cayuga and Somerset, N.Y. Meanwhile, Jamie Santo at Bankruptcy Law360 reports that a New York utility blasted AES Eastern Energy's Chapter 11 liquidation plan, saying the proposal would provide the debtor with a quick out from its environmental responsibilities while leaving tens of millions of dollars in long-term obligations in uncertain hands. About AES Eastern Ithaca, New York-based AES Eastern Energy, L.P., either directly or indirectly, control six coal-fired electric generating plants located in New York State. Currently, the Debtors actively operate two of the six power plants and sell the electricity generated by those plants into the New York wholesale power market to utilities and other intermediaries under short-term agreements or directly in the spot market. AES Eastern Energy and 13 affiliates filed for Chapter 11 bankruptcy (Bankr. D. Del. Case Nos. 11-14138 through 11-14151) on Dec. 30, 2011. Lawyers at Weil, Gotshal & Manges LLP and Richards, Layton & Finger, P.A., are legal counsel to AES Eastern Energy and affiliates. Barclays Capital is serving as investment banker and financial advisor. Kurtzman Carson Consultants is the claims and noticing agent. AES Eastern Energy estimated $100 million to $500 million in assets and $500 million to $1 billion in debts. The petition was signed by Peter Norgeot, general manager. Gregory A. Horowith, Esq., and Robert T. Schmidt, Esq., at Kramer, Levin, Naftalis & Frankel LLP; and William T. Bowden, Esq., Benjamin W. Keenan, Esq., and Karen B. Skomorucha, Esq., at Ashby & Geddes, P.A., serve as counsel to the Creditors Committee. FTI Consulting Inc. is the financial advisor. AES EASTERN: Steptoe & Johnson OK'd as Committee's Special Counsel ------------------------------------------------------------------ The U.S. Bankruptcy Court for the District of Delaware authorized the Official Committee of Unsecured Creditors in the Chapter 11 cases of AES Eastern Energy, L.P., et al., to retain Steptoe & Johnson LLP as special counsel. Ithaca, New York-based AES Eastern Energy, L.P., either directly or indirectly, control six coal-fired electric generating plants located in New York State. Currently, the Debtors actively operate two of the six power plants and sell the electricity generated by those plants into the New York wholesale power market to utilities and other intermediaries under short-term agreements or directly in the spot market. AES Eastern Energy and 13 affiliates filed for Chapter 11 bankruptcy (Bankr. D. Del. Case Nos. 11-14138 through 11-14151) on Dec. 30, 2011. Lawyers at Weil, Gotshal & Manges LLP and Richards, Layton & Finger, P.A., are legal counsel to AES Eastern Energy and affiliates. Barclays Capital is serving as investment banker and financial advisor. Kurtzman Carson Consultants is the claims and noticing agent. AES Eastern Energy estimated $100 million to $500 million in assets and $500 million to $1 billion in debts. The petition was signed by Peter Norgeot, general manager. Gregory A. Horowith, Esq., and Robert T. Schmidt, Esq., at Kramer, Levin, Naftalis & Frankel LLP; and William T. Bowden, Esq., Benjamin W. Keenan, Esq., and Karen B. Skomorucha, Esq., at Ashby & Geddes, P.A., serve as counsel to the Creditors Committee. FTI Consulting Inc. is the financial advisor. AIDA'S PARADISE: Mark Carpenter OK'd as Estate Valuation Expert --------------------------------------------------------------- The U.S. Bankruptcy Court for the Middle District of Florida authorized Aida's Paradise, LLC, to employ Mark G. Carpenter, MAI and Pinel & Carpenter, Inc. as real estate valuation expert, nunc pro tunc to Jan. 6, 2012. The Debtor paid P&V a prepetition retainer of $10,725 for completion of the appraisals. The Debtor did not owe any fees or costs to P&C prior to the commencement of the instant case. The Debtor paid $4,275 on Feb. 15, 2012 for services performed during the bankruptcy case. About Aida's Paradise Based in Maitland, Florida, Aida's Paradise LLC owns roughly three acres of developed real property on International Drive in Orlando, Florida. It leases various parcels of the I-Drive Property to three tenants: Volcano Island Mini Golf, Dunkin Donuts (aka Jennifer's Donuts), and CBS Outdoor (which operates an electronic billboard on site). Aida's Paradise filed for Chapter 11 bankruptcy (Bankr. M.D. Fla. Case No. 12-00189) on Jan. 6, 2012. Chief Karen S. Jennemann presides over the case. R. Scott Shuker, Esq., at Latham Shuker Eden & Beaudine LLP, serves as the Debtor's counsel. Terry J. Soifer and Consulting CFO, Inc., serves as its financial advisor. The petition was signed by Dr. Adil R. Elias, manager. In its schedules, the Debtor disclosed $15.0 million in total assets and $9.32 million in total liabilities. The Debtor has filed a plan that allows the holder of a class of secured claim, TD Bank, to retain its lien on the I-Drive Properties, and its allowed secured claim to be paid back over time. The class of allowed general unsecured claims will be paid a pro rata portion of the so-called "cash flow note." The class of interests will retain their interest in the Debtor in exchange for "new value" and, as such, are unimpaired. AMEREN ENERGY: Fitch Cuts Issuer Default Rating to 'B-' ------------------------------------------------------- Fitch Ratings has downgraded the Issuer Default Rating (IDR) of Ameren Energy Generating Company (Genco) to 'B-' from 'BB-' and the senior unsecured debt ratings to 'B+/RR2' from 'BB-'. The Rating Outlook is Negative. Fitch's rating action follows the announcement by Ameren Corp. (AEE), Genco's parent holding company, that it intends to exit the merchant generation business, based on an evaluation of Genco's current and projected financial condition. The revised ratings also reflect AEE's plan to reduce and ultimately eliminate Genco's reliance on AEE's financial support and shared services support. AEE expects to record in the fourth quarter of 2012 (4Q'12) a pre-tax non-cash impairment consolidated charge in the range of $1.5 billion to $2 billion, while Genco's expected charge is in the range of $50 million to $300 million. AEE and utility subsidiaries' credit ratings are unaffected by today's announcement. Approximately $825 million of debt is affected by today's rating actions. Rating Drivers: Genco's ratings no longer benefit from AEE's ownership and financial support. Sustained weakness in wholesale power markets and demand have eroded Genco's profit margins and suppressed cash flow profitability over recent years. Going forward, Fitch expects AEE's business strategy to focus on its core regulated utility subsidiaries that management believes offer the most attractive returns. Fitch expects Genco's cash flow and credit metrics will continue to weaken over the forecast period. Fitch expects funds from operations (FFO)/interest to approximate 2.0x and FFO/debt, 8% over 2013-2015. The downtrend is driven by lower priced hedges and low forward power prices in the Midwest region where Genco operates its largely coal-fired merchant generating fleet. Genco has adequate near-term liquidity with access to AEE's non- regulated money pool and the ability to exercise, if needed, a put option agreement entered into with an affiliate that allows Genco to sell certain assets for the greater of $100 million or asset fair value. The put option is guaranteed by AEE, and management has indicated it is likely that Genco will exercise the option. As of Sept. 30, 2012, Genco had $25 million of cash on hand. Favorably, Genco has no near-term maturities. The next maturity is in 2018 with $300 million due; $250 million is due in 2020, and $275 million in 2032. AEE has indicated it will not provide support to Genco to meet its debt obligations. Genco has modest capital requirements over the next three years. Capital expenditures are expected to approximate $180 million over 2013-2015 and Fitch expects capex to be largely financed with internally generated funds. The Negative Outlook reflects Fitch's expectations that the sustained low power price environment will continue to depress Genco's profit margins as existing above-market hedge contracts expire. Recovery Analysis: The unsecured debt ratings are notched above or below the IDR, as a result of the relative recovery prospects in a hypothetical default scenario. Fitch values the power generation assets that support the entity level debt using a net present value analysis. The generation asset net present values vary significantly based on future gas price assumptions and other variables, such as the discount rate and heat rate forecasts. For the net present valuation of generation assets used in Fitch's recovery valuation case, Fitch uses the plant valuation provided by its third-party power market consultant, Wood Mackenzie, as an input as well as Fitch's own gas price deck and other assumptions. The 'RR2' senior unsecured debt recovery rating indicates superior recovery prospects given default. 'RR2' rated securities have characteristics consistent with securities historically recovering 71%-90% of current principal and related interest. What Could Trigger A Rating Action: -- Positive rating action is not contemplated at this time. -- Sustained Deterioration In Power Prices: A significant worsening of the commodity environment could drive further downgrades. -- Liquidity Strain: An unexpected rise in capital spending to meet environmental requirements could further pressure Genco's credit metrics and affect the ratings. Fitch has downgraded the following rating with a Negative Outlook: Ameren Energy Generating Company -- IDR to 'B-' from 'BB-'; -- Senior unsecured debt to 'B+/RR2' from 'BB-'. AMPAL-AMERICAN: Committee Files Chapter 11 Plan ----------------------------------------------- BankruptcyData.com reports that Ampal-American Israel's official committee of unsecured creditors filed with the U.S. Bankruptcy Court a Chapter 11 Plan and Disclosure Statement. According to the Disclosure Statement, "The Plan is a reorganizing plan for the Debtor. Pursuant to the Plan, distributions to holders of Allowed General Unsecured Claims against the Debtor's Estate in satisfaction of each such holder's Claim will be the Pro Rata share (after payment in Cash out of funds held in the Series B Deposit Account and the Series C Deposit Account) of either (i) 100% of the Preferred Stock of the Reorganized Debtor or (ii) the Cash Payment if the Equity Buyout Option is exercised pursuant to Section 4.7 of the Plan. The funds held in the Series B Deposit Account and the Series C Deposit Account, respectively, shall be distributed Pro Rata to the holders of the Series B and Series C Debentures, respectively. The Plan does not provide for any distribution to Intercompany Claims, however, the Reorganized Debtor will have the right to adjust, reinstate, cancel, extinguish, or pay such claims." 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. AS SEEN ON TV: Sells Additional Securities for $3.2 Million ----------------------------------------------------------- As Seen On TV, Inc., 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. Effective Dec. 14, 2012, the Company sold an additional 65.3 Units and received gross proceeds of $3,268,324 and issued 4,669,035 shares of common stock and Warrants to purchase 2,334,518 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 Initial 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 such Warrants are outstanding, subject to certain exceptions as set forth in the Warrants. A copy of the Form 8-K is available for free at: http://is.gd/alLgNz 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 for the year ended March 31, 2012, compared with a net loss of $6.97 million during the prior fiscal year. The Company's balance sheet at Sept. 30, 2012, showed $9.74 million in total assets, $23.42 million in total liabilities and a $13.68 million total stockholders' deficiency. As reported by the TCR on Nov. 6, 2012, As Seen On TV entered into an Agreement and Plan of Merger with eDiets Acquisition Company ("Merger Sub"), eDiets.com, Inc., and certain other individuals. Pursuant to the Merger Agreement, Merger Sub will merge with and into eDiets.com, and eDiets.com will continue as the surviving corporation and a wholly-owned subsidiary of the Company. ASSURED PHARMACY: Incurs $1.4-Mil. Net Loss in Third Quarter ------------------------------------------------------------ Assured Pharmacy, Inc., filed its quarterly report on Form 10-Q, reporting a net loss of $1.40 million on $3.53 million of sales for the three months ended Sept. 30, 2012, compared with a net loss of $646,660 on $4.03 million of sales for the same period last year. For the nine months ended Sept. 30, 2012, the Company had a net loss of $3.52 million on $10.84 million of sales, compared with a net loss of $1.45 million on $12.62 million of sales for the same period of 2011. The Company's balance sheet at Sept. 30, 2012, showed $2.64 million in total assets, $8.68 million in total liabilities, and a stockholders' deficit of $6.04 million. "As of Sept. 30, 2012, the Company had an accumulated deficit of approximately $42.6 million and recurring losses from operations. The Company also had negative working capital of approximately $5.0 million and debt with maturities within one year in the amount of approximately $2.1 million as of Sept. 30, 2012. "The Company intends to fund operations through raising additional capital through debt financing and equity issuances, increased sales, increased collection activity on past due other receivable balances and reduced expenses, which may be insufficient to fund its capital expenditures, working capital or other cash requirements for the year ending Dec. 31, 2012. The Company is in negotiations with current debt holders to restructure and extend payment terms of the existing short term debt. The Company is seeking additional funds to finance its immediate and long-term operations. The successful outcome of future financing activities cannot be determined at this time and there is no assurance that if achieved, the Company will have sufficient funds to execute its intended business plan or generate positive operating results. These factors, among others, raise substantial doubt about the Company's ability to continue as a going concern." A copy of the Form 10-Q is available at http://is.gd/GO4ph1 Headquartered in Frisco, Texas, Assured Pharmacy, Inc., is engaged in the business of establishing and operating pharmacies that specialize in dispensing highly regulated pain medication for chronic pain management. The Company was organized as a Nevada corporation on Oct. 22, 1999, under the name Surforama.com, Inc., and previously operated under the name eRXSYS, Inc. The Company changed its name to Assured Pharmacy, Inc., in October 2005. ATP OIL: Committee Supports Bid to Limit Securities Trading ----------------------------------------------------------- BankruptcyData.com reports that ATP Oil & Gas' official committee of unsecured creditors filed with the U.S. Bankruptcy Court a joinder to the Debtors' emergency motion for the entry of interim and final orders (1) establishing procedures for transfers of equity securities and (2) establishing an effective date for notice and sell-down procedures for transfers of claims against the Debtor's estate. The committee agrees that (i) the Debtor's Tax Attributes constitute valuable assets to the estate that could be lost if the Debtor undergoes an 'ownership change' for federal income tax purposes; (ii) permitting the Debtor to establish (a) procedures with respect to trading in the Debtor's equity securities and (b) an effective date for notice and sell-down procedures with respect to transfers of claims will protect the Debtor's valuable Tax Attributes. About ATP Oil Houston, Tex.-based ATP Oil & Gas Corporation is an international offshore oil and gas development and production company focused in the Gulf of Mexico, Mediterranean Sea and North Sea. ATP Oil & Gas filed a Chapter 11 petition (Bankr. S.D. Tex. Case No. 12-36187) on Aug. 17, 2012. Attorneys at Mayer Brown LLP, serve as bankruptcy counsel. Porter Hedges LLP serves as local co-counsel. Munsch Hardt Kopf & Harr, P.C., is the conflicts counsel. Opportune LLP is the financial advisor and Jefferies & Company is the investment banker. Kurtzman Carson Consultants LLC is the claims and notice agent. Blackhill Partners, LLC, provided James R. Latimer, III as chief restructuring officer to the Debtor. Filings with the Bankruptcy Court and claims information are available at http://www.kccllc.net/atpog ATP disclosed assets of $3.6 billion and $3.5 billion of liabilities as of March 31, 2012. Debt includes $365 million on a first-lien loan where Credit Suisse AG serves as agent. There is $1.5 billion on second-lien notes with Bank of New York Mellon Trust Co. as agent. ATP's other debt includes $35 million on convertible notes and $23.4 million owing to third parties for their shares of production revenue. Trade suppliers have claims for $147 million, ATP said in a court filing. New financing is being provided by some of the first lien lenders. An official committee of unsecured creditors has been appointed in the case. Evan R. Fleck, Esq., at Milbank, Tweed, Hadley & McCloy, in New York, represents the Creditors Committee as counsel. Duff & Phelps Securities, LLC, serves as its financial advisors. The Committee tapped Epiq Bankruptcy Solutions, LLC as its information agent. AVIVA USA: Moody's Lowers Long-Term Issuer Rating to 'Ba2' ---------------------------------------------------------- Moody's Investors Service has downgraded the insurance financial strength (IFS) rating of Aviva Life and Annuity Company (Aviva Life) to Baa2 from Baa1 and the long term issuer rating of its intermediate U.S. holding company, Aviva USA Corp., to Ba2 from Ba1. The outlook is negative. The rating action follows the announcement by ultimate parent Aviva Plc (Aviva, A3 subordinated debt rating, negative outlook) that it has agreed to sell Aviva Life and affiliates (together Aviva USA) to Athene Holding, Ltd. (Athene, unrated), an insurance group affiliated with alternative investment manager Apollo Global Management LLC, in a transaction valued at $1.8 billion. The transaction is expected to close in 2013 and is subject to customary closing conditions, including regulatory approval. Ratings Rationale Moody's said that the downgrade of Aviva Life was driven by the rating agency's expectation that the business and financial profile of the company will weaken under Athene's ownership, compared to the company's current credit profile as a subsidiary of Aviva. Given Athene's very rapid growth in the fixed annuity business over the past three years through acquisitions and reinsurance transactions, Moody's believes Aviva Life's business will become more concentrated in fixed annuities with less emphasis on life insurance products, prompting less product diversification at the company. Of particular concern to the rating agency is the rapid growth of fixed annuities in the current low interest rate environment. "Maintaining product sales through Aviva Life's non-proprietary distribution channels, as well as maintaining policy persistency, will be challenging with the ownership change, especially given the long period of time between the deal announcement and the anticipated closing during 2013," said Neil Strauss, a Moody's Senior Credit Officer. In terms of Aviva Life's financial profile, the rating agency sees potentially diminished financial flexibility for the company as part of Athene compared to being part of Aviva plc. Moody's also expects that Aviva Life's capitalization and investment portfolio will be managed more aggressively than under Aviva plc's ownership. Alternative investment managers (hedge funds and private equity funds) owning insurance operations tend to be more shareholder focused, as opposed to policyholder and bondholder-oriented, and may have a shorter-term horizon and exit strategy relative to the more traditional players in this industry, said Moody's. However, on the positive side, Moody's said the transaction has the potential for improving profitability at Aviva Life given 1) synergies and cost cutting initiatives that are likely as Athene can integrate Aviva Life's operations with its existing fixed annuity businesses, 2) the likelihood Athene will redesign and reprice the annuity products, and 3) benefits associated with Athene's Bermuda-based reinsurer. Moody's has also taken into account the possibility that the transaction does not close, in which case the rating agency believes Aviva Life would be negatively impacted by additional ongoing uncertainty for distributors and policyholders expecting a final resolution, given parent company Aviva plc has stated it does not want to own Aviva Life. The rating agency noted that the negative outlook reflects the following: (1) execution risk given the complexity of the transaction, (2) pricing risk and operational risk related to integration as this transformational transaction is multiples larger than any done by Athene so far, with its short operating history, and (3) the macroeconomic environment, with low interest rates and a weak economic recovery, which pressures the insurance industry overall, but particularly for a company with a concentration in annuity products. Given the negative outlook, an upgrade of Aviva Life's ratings are unlikely, but the outlook could return to stable if the transaction is executed in a timely manner according to plan without business disruption. On the other hand, the following could lead to a further downgrade of Aviva Life's ratings: (1) substantial deterioration in the business, distribution channels, or financial profile of Aviva Life, (2) transaction execution does not proceed according to plan in a material way, or (3) no sale is executed and Aviva Life is placed into runoff. The following ratings were downgraded and assigned a negative outlook: Aviva Life and Annuity Company - insurance financial strength rating to Baa2 from Baa1; Aviva USA Corporation - issuer rating to Ba2 from Ba1. Aviva USA Life Insurance Group markets and underwrites life insurance and annuity products in the U.S. As of September 30, 2012, Aviva Life, which is headquartered in Iowa, had consolidated statutory assets in the insurance operating companies of approximately $52 billion and combined total adjusted capital of $3.1 billion. The principal methodology used in this rating was Moody's Global Rating Methodology for Life Insurers published in May 2010. Moody's insurance financial strength ratings are opinions of the ability of insurance companies to pay punctually senior policyholder claims and obligations. AXION INTERNATIONAL: Issues $499,600 Convertible Promissory Notes ----------------------------------------------------------------- Pursuant to a Note Purchase Agreement dated Aug. 24, 2012, among Axion International Holdings, Inc., and MLTM Lending, LLC, Samuel Rose, Allen Kronstadt and other investors, the Company issued and sold to the Investors an aggregate principal amount of $499,667 of the Company's 8.0% convertible promissory notes which are initially convertible into shares of the Company's common stock, no par value, at a conversion price equal to $0.40 per share of Common Stock, subject to adjustment as provided on the terms of the Notes, and associated warrants to purchase, in the aggregate, 1,249,168 shares of common stock, subject to adjustment as provided on the terms of the Warrants. In consideration for the issuance of the Notes and the Warrants, the Investors paid the Company cash in the aggregate amount of $499,667. A copy of the Company's Form 8-K is available for free at http://is.gd/eJSS1X About Axion International New Providence, N.J.-based Axion International Holdings, Inc. (OTC BB: AXIH) - http://www.axionintl.com/-- is the exclusive licensee of patented and patent-pending technologies developed for the production of structural plastic products such as railroad crossties, pilings, I-beams, T-Beams, and various size boards including a tongue and groove design that are utilized in multiple engineered design solutions such as rail track, rail and tank bridges (heavy load), pedestrian/park and recreation bridges, marinas, boardwalks and bulk heading to name a few. RBSM LLP, in New York, the auditor, issued a going concern qualification each in the Company's financial statements for the years ended Dec. 31, 2010, and 2011. RBSM LLP noted that the Company has incurred significant operating losses in current year and also in the past. These factors, among others, raise substantial doubt about the Company's ability to continue as a going concern, it said. Axion International reported a net loss of $9.93 for the 12 months ended Dec. 31, 2011, compared with a net loss of $7.10 million for the 12 months ended Sept. 30, 2010. The Company's balance sheet at Sept. 30, 2012, showed $6.97 million in total assets, $8.10 million in total liabilities, $5.86 million in 10% convertible preferred stock, and a $6.99 million total stockholders' deficit. B & B: Voluntary Chapter 11 Case Summary ---------------------------------------- Debtor: B & B Drilling Co. Inc. P.O. Box 2880 Mills, WY 82644 Bankruptcy Case No.: 12-21220 Chapter 11 Petition Date: December 17, 2012 Court: U.S. Bankruptcy Court District of Wyoming (Cheyenne) Judge: Peter J. McNiff Debtor's Counsel: Paul Hunter, Esq. 2616 Central Avenue Cheyenne, WY 82001 Tel: (307) 637-0212 Fax: (307) 637-0262 E-mail: attypaulhunter@prodigy.net Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $100,001 to $500,000 The Company did not file a list of creditors together with its petition. The petition was signed by John Castellucci, president. BEAU VIEW: In Chapter 7 After Non-Compliance With US Trustee Deal ----------------------------------------------------------------- The U.S. Bankruptcy Court for the Southern District of Mississippi converted the Chapter 11 case of Beau View of Biloxi, LLC, to a liquidation under Chapter 7. On Aug. 22, 2012, the Court entered an agreed order resolving the U.S. Trustee's second motion to convert or dismiss the Debtor's case which provided that the case was to be converted if the Debtor had failed to comply with any or all of the terms of the agreed order. The U.S. Trustee has informed the Court that to date the Debtor has failed to timely file a disclosure statement and a plan of reorganization. About Beau View of Biloxi Beau View of Biloxi, LLC, filed a Chapter 11 petition (Bankr. S.D. Miss. Case No. 12-50141) on Jan. 26, 2012. The Mandeville, Louisiana-based debtor disclosed that it is a Single Asset Real Estate as defined in 11 U.S.C. Sec. 101 (51B) with assets and debts of $10 million to $50 million. Judge Katharine M. Samson presides over the case. J. Walter Newman, IV, Esq., at Newman & Newman, serves as the Debtor's counsel. The petition was signed by Richard L. Landry, III, designated representative. BENADA ALUMINUM: Plan Pays Secured Lenders in 5 Years ----------------------------------------------------- Benada Aluminum Products LLC has filed a disclosure statement in support of its reorganization plan dated Nov. 29, 2012. Under the reorganization plan, all Claims against the Debtor will be classified and treated pursuant to the terms of the Plan. The Plan contains a total of six Classes of Claims and Interests as follows: four (4) Classes of Allowed Secured Claims; one (1) Class of Allowed General Unsecured Claims; and one (1) Class of Interests. Five Classes of Claims and Interests are Impaired and are entitled to vote in favor or against the Plan. One Class of Claims is Unimpaired. On the Effective Date, the Plan provides that Holders of Allowed Administrative Claims will be paid in full or over time, as set forth infra and in the Plan. Holders of Allowed Unsecured Priority Claims (which does not include ad valorem tax claims) will be paid by the Debtor, with interest, over a period of five years. The Holders of Allowed Secured Claims (except FTL Capital) will retain their respective liens on the Debtor's real and personal property and be paid in full, with interest, over a period of up to five years, as the case may be. The Holders of Allowed Secured Tax Claims shall retain their statutory liens on the Debtor's personal and real property and shall be paid in full, with interest accruing at the Statutory Rate (as defined in the Plan), over a period of five years from the Petition Date. The Class of Allowed General Unsecured Claims consists of all claims of general unsecured creditors shall be paid 100% of their Allowed Claim with interest, based on monthly payments of $20,000, but may also receive additional quarterly payments equal to 40% of the Debtor's quarterly EBITDA. The Class of Interests consists of all membership interest in the Debtor existing as of the Petition Date, which such Interests will be wiped out and re-vested 100% with FTL Capital, in exchange for the extinguishment of its Allowed Secured Claim (Pre-Petition). A copy of the disclosure statement is available for free at: http://bankrupt.com/misc/BENADA_ALUMINUM_ds.pdf About Benada Benada Aluminum Products LLC was formed in 2011 to purchase assets of two aluminum products manufacturing companies. It purchased via 11 U.S.C. Sec. 363 the Sanford facility of Florida Extruders International (Case No. 08-07761). It also purchased the assets Miami, Florida-based Benada Aluminum of Florida Inc. The Debtor has since consolidated operations and operates only out of its location in Sanford. The Company filed for Chapter 11 protection on Aug. 1, 2012 (Bankr. M.D. Fla. Case No. 12-10518). Judge Karen S. Jennemann presides over the case. R. Scott Shuker, Esq., at Latham Shuker Eden & Beaudine LLP, represents the Debtor. The Debtor disclosed $22,009,272 in assets and $11,698,426 in liabilities as of the Chapter 11 filing. Wells Fargo is represented by Michael Demont, Esq., and Jay Smith, Esq., at Smith Hulsey & Busey, in Jacksonville, Florida. FTL Capital is represented by Christopher J. Lawhorn, Esq., at Bryan Cave LLP in St. Louis, Missouri. Triton Capital Partners Ltd. serves as exclusive financial advisor and investment banker with respect to providing assistance with turnaround management. The Debtor was authorized by the bankruptcy judge at a Sept. 25, hearing to sell an aluminum extrusion press for $2.9 million to Tubelite Inc. BENADA ALUMINUM: FTL Hikes Loan Commitment to $2.5-Mil ------------------------------------------------------ The Hon. Karen S. Jenneman of the Bankruptcy Court for the Middle District of Florida has approved a first amendment to Benada Aluminum Products LLC's post-petition financing from FTL Capital LLC. Pursuant to the amendment, the loan commitment increased to $2.5 million. Benada Aluminum previously won approval for $6.25 million in loans, where $5 million is provided by Wells Fargo Bank N.A. and $1.25 million from FLT Capital LLC. Wells Fargo Bank NA is already owed $7 million on a prepetition revolving credit and term loan and FLT Capital LLC, a part owner of the business, is already owed $2 million on a secured obligation. The Debtor's obligations under the Senior DIP Credit Agreement, continue to constitute super-priority claims having priority over any and all administrative expenses and all other claims. The Debtor and FTL Capital are authorized to execute modifications and amendments to the documents and agreements evidencing the DIP Junior Financing to extend the maturity date to Feb. 6, 2013, and, upon approval by the Committee, to increase the authorized, maximum amount of the FTL DIP Loan to $2,500,000. About Benada Benada Aluminum Products LLC was formed in 2011 to purchase assets of two aluminum products manufacturing companies. It purchased via 11 U.S.C. Sec. 363 the Sanford facility of Florida Extruders International (Case No. 08-07761). It also purchased the assets Miami, Florida-based Benada Aluminum of Florida Inc. The Debtor has since consolidated operations and operates only out of its location in Sanford. The Company filed for Chapter 11 protection on Aug. 1, 2012 (Bankr. M.D. Fla. Case No. 12-10518). Judge Karen S. Jennemann presides over the case. R. Scott Shuker, Esq., at Latham Shuker Eden & Beaudine LLP, represents the Debtor. The Debtor disclosed $22,009,272 in assets and $11,698,426 in liabilities as of the Chapter 11 filing. Wells Fargo is represented by Michael Demont, Esq., and Jay Smith, Esq., at Smith Hulsey & Busey, in Jacksonville, Florida. FTL Capital is represented by Christopher J. Lawhorn, Esq., at Bryan Cave LLP in St. Louis, Missouri. Triton Capital Partners Ltd. serves as exclusive financial advisor and investment banker with respect to providing assistance with turnaround management. The Debtor was authorized by the bankruptcy judge at a Sept. 25, hearing to sell an aluminum extrusion press for $2.9 million to Tubelite Inc. BERNARD L. MADOFF: 2nd Cir. Affirms $220MM Deal With Levy Heirs --------------------------------------------------------------- Richard Vanderford at Bankruptcy Law360 reports that the Second Circuit on Friday dismissed a challenge to Madoff trustee Irving Picard's $220 million settlement with the heirs of net-winner Norman F. Levy, a loss for other Bernard Madoff victims who argued the Levys should have paid more. Bankruptcy Law360 relates that the court affirmed the deal in a summary order, saying settlement opponent Marsha Peshkin had not shown that the purportedly new evidence she offered would have changed a bankruptcy court's decision to grant approval. About Bernard L. Madoff Bernard L. Madoff Investment Securities LLC and Bernard L. Madoff orchestrated the largest Ponzi scheme in history, with losses topping US$50 billion. On Dec. 15, 2008, the Honorable Louis A. Stanton of the U.S. District Court for the Southern District of New York granted the application of the Securities Investor Protection Corporation for a decree adjudicating that the customers of BLMIS are in need of the protection afforded by the Securities Investor Protection Act of 1970. The District Court's Protective Order (i) appointed Irving H. Picard, Esq., as trustee for the liquidation of BLMIS, (ii) appointed Baker & Hostetler LLP as his counsel, and (iii) removed the SIPA Liquidation proceeding to the Bankruptcy Court (Bankr. S.D.N.Y. Adv. Pro. No. 08-01789) (Lifland, J.). Mr. Picard has retained AlixPartners LLP as claims agent. On April 13, 2009, former BLMIS clients filed an involuntary Chapter 7 bankruptcy petition against Bernard Madoff (Bankr. S.D.N.Y. 09-11893). The case is before Hon. Burton Lifland. The petitioning creditors -- Blumenthal & Associates Florida General Partnership, Martin Rappaport Charitable Remainder Unitrust, Martin Rappaport, Marc Cherno, and Steven Morganstern -- assert US$64 million in claims against Mr. Madoff based on the balances contained in the last statements they got from BLMIS. On April 14, 2009, Grant Thornton UK LLP as receiver placed Madoff Securities International Limited in London under bankruptcy protection pursuant to Chapter 15 of the U.S. Bankruptcy Code (Bankr. S.D. Fla. 09-16751). The Chapter 15 case was later transferred to Manhattan. In June 2009, Judge Lifland approved the consolidation of the Madoff SIPA proceedings and the bankruptcy case. Judge Denny Chin of the U.S. District Court for the Southern District of New York on June 29, 2009, sentenced Mr. Madoff to 150 years of life imprisonment for defrauding investors in United States v. Madoff, No. 09-CR-213 (S.D.N.Y.) The SIPA Trustee has said that as of March 31, 2012, through prepetition litigation and other settlements, he has successfully recovered, or reached agreements to recover, more than $9 billion -- over 50% of the principal lost in the Ponzi scheme by those who filed claims -- for the benefit of all customers of BLMIS. The liquidation has so far has cost the Securities Investor Protection Corp. $1.3 billion, including $791 million to pay a portion of customers' claims. Mr. Picard has so far made only one distribution in October of $325 million for 1,232 customer accounts. Uncertainty created by the appeals has limited Mr. Picard's ability to distribute recovered funds. Outstanding appeals include the $5 billion Picower settlement and the $1.025 billion settlement. BOREAL WATER: Incurs $279,400 Net Loss in Third Quarter ------------------------------------------------------- Boreal Water Collection, Inc., filed its quarterly report on Form 10-Q, disclosing a net loss of $279,408 on $779,030 of sales for the three months ended Sept. 30, 2012, compared with a net loss of $367,706 on $841,381 of sales for the three months ended Sept. 30, 2011. For the nine months ended Sept. 30, 2012, the Company had a net loss of $612,453 on $2.13 million of sales as compared to a net loss of $678,424 on $2.16 million of sales for the nine months ended Sept. 30, 2011. The Company's balance sheet at Sept. 30, 2012, showed $3.90 million in total assets, $3.86 million in total liabilities, and stockholders' equity of $35,839. Patrick Rodgers, CPA, PA, in Altamonte Springs, Florida, expressed substantial doubt as to the Company's ability to continue as a going concern in its report on the Company's financial statements for the years ended Dec. 31, 2011, and 2010. Mr. Rodgers noted that the Company has a minimum cash balance available for payment of ongoing operating expenses, has experienced losses from operations since inception, and it does not have a source of revenue sufficient to cover its operating costs. According to Boreal Water, its continued operations is dependent upon generating profits from operations and raising sufficient capital through placement of its common stock or issuance of debt securities, which would enable it to carry out its business plan. A copy of the Form 10-Q is available at http://is.gd/luun2V Kiamesha Lake, N.Y.-based Boreal Water Collection, Inc., is a personalized bottled water company specializing in premium custom bottled water, as a contract packer of bottled water focused on value-added products and services. The Company currently offers four types of water: spring, sparkling, distilled and enhanced water, which is customized with minerals and oxygen. BROOKLYN NAVY: Moody's Cuts Senior Secured Debt Rating to 'B3' -------------------------------------------------------------- Moody's Investors Service has downgraded the senior secured debt rating of Brooklyn Navy Yard Cogeneration Partners L.P. (BNY Cogen) to B3 from B1. The outlook continues to be negative. Ratings Rationale The latest downgrade takes into consideration the extended outage the plant is experiencing after the impact of Hurricane Sandy, and the corresponding impact on the project's financial position and credit profile. The storm waters flooded the plant site, and although the turbine generators were not impacted, other equipment required replacement or refurbishment. Once the extent of the damage and scope of necessary repairs was assessed, plant management declared a force majeure event under the contract with Consolidated Edison Company of New York (ConEd; senior unsecured rated A3, stable outlook), and the plant has not been running since. Management anticipates conducting initial testing on the equipment and returning the unit back to service by the end of the year. The project has processed a property insurance claim for an amount between $15 million and $20 million and has already paid its $250,000 deductible. Initial insurance claim proceeds have already been received and the remainder is expected to be received in periodic amounts over the coming months. Prior to the hurricane, the project was underperforming its budget over the first 9 months of 2012 and the trailing twelve month debt service coverage ratio as of September 30, 2012 measured 0.96 times. The outage period should cause the full-year debt service coverage ratio to measure well below 1.0 times. In October and November, BNY Cogen had fully drawn on the debt service reserve letter of credit facility for $29.6 million. The drawn letters of credit became three-year term loans for $29.6 million. BNY Cogen utilized $14.4 million to fund debt service payments due in October, leaving approximately $15.2 million available in the restricted cash account. Moody's noted in the May press release that BNY Cogen's rating could come under downward pressure if the coverage metrics remain below 1.0 times leading to a draw upon the debt service reserve or if additional operating problems surface such that financial performance weakens further. At the end of September, BNY Cogen had $18.7 million in unrestricted cash on hand, though Moody's anticipates that figure will be lower at year-end if unrestricted cash was used to pay fuel demand charges and administrative expenses during the outage period. Additionally, Moody's notes that the project's $18 million working capital facility expired at the end of November 2012 and was not replaced. Moody's also noted in the May press release that BNY Cogen's rating could come under downward pressure if the working capital facility was not extended. Because of the expiration of the Credit Facility, various beneficiaries drew on $41 million in letters of credit that had previously supported project contracts, and these letters of credit became three-year term loans payable in quarterly installments. The beneficiaries hold the drawn funds as collateral to support obligations under various contracts. To the extent the collateral requirements can be mitigated, or replacement collateral can be found, these funds can be returned to the project and used to meet the project's liquidity needs. Overall, these pockets of liquidity should allow the project to meet its debt service requirements in 2013, especially if the project resumes operation in a timely manner and generates revenue. Outlook The negative rating outlook reflects uncertainty related to the timetable for the plant to successfully resume full operation and generate revenue, and it also reflects Moody's expectation that the project will continue to produce coverage metrics at or near 1.0 times particularly given the higher debt service requirements for the next three years. What Could Move The Rating - UP In light of the downgrade and continuing negative outlook, the rating is not expected to be upgraded in the near term. However, the rating outlook could be stabilized if the plant resumes operations without additional operating challenges and debt service coverage ratios measure above 1.0 times on a sustainable basis. What Could Move The Rating - DOWN The rating could come under downward pressure if the project continues to experience operating challenges and burns through its liquidity pockets. The principal methodology used in this rating was Power Generation Projects published in December 2008. The last rating action was on May 29, 2012, when the senior secured rating of Brooklyn Navy Yard Cogeneration Partners L.P. was lowered to B1 from Ba3, and the negative outlook was maintained. Brooklyn Navy Yard Cogeneration Partners L.P. is a 286 MW gas- fired cogeneration facility located in Brooklyn, New York. The project sells nearly 100% of its power and steam output to ConEd under a long term sales agreement that expires in 2036. BNY Cogen is owned by Mission Energy New York Inc., which is owned by Tyche Power Partners LLC, which is in turn owned by Olympus Holdings LLC and Metalmark Capital. CAREFREE WILLOWS: Files Fourth Amended Plan ------------------------------------------- Carefree Willows, LLC, has submitted to the U.S. Bankruptcy Court for the District of Nevada a Second Amendment to its Fourth Amended Plan of Reorganization. The amendment provides for, among other things: 1. Class 2 will be comprised of the AG Unsecured Claim and the claim of Pause 1, LLC. 2. Class 1 (AG Secured Claim) will be treated under the Plan as: The amount of the AG Allowed Secured Claim will be the sum of $30,000,000 (based upon the amended order granting motion to establish value of Carefree Willows Senior Apartment Complex for purposes of Plan Reorganization. The Debtor preserves all of the objections that it may have to the AG Allowed Secured Claim. 3. The AG Allowed Secured Claim will be paid down by the Remaining Contribution, and will be paid down by the balance of the postpetition payments after the AG deficiency claim is paid in full, to the extent allowed by the Court. On or before the 15th day of each and every month, commencing on the 15th day of the next month after the Effective Date, the Debtor will make a monthly payment to AG based upon a 30 year amortization of the AG Amortized Secured Balance at the AG Interest Rate. A copy of the Fourth Amended Plan is available for free at http://bankrupt.com/misc/CAREFREE_WILLOWS_4plan_2ndamendment.pdf About Carefree Willows LLC Carefree Willows LLC is the owner of a 300-unit senior housing complex, located 3250 S. Town Center Drive, in Las Vegas, Nevada. Carefree Willows filed a Chapter 11 petition (Bankr. D. Nev. Case No. 10-29932) on Oct. 22, 2010. The Law Offices of Alan R. Smith, in Reno, Nevada, serves as counsel to the Debtor. The Debtor disclosed $30,604,014 in assets and $36,531,244 in liabilities as of the Chapter 11 filing. CATALYST PAPER: Accepts Bid for Snowflake Mill Assets ----------------------------------------------------- Catalyst Paper has accepted, subject to U.S. Court approval, a binding bid from an acquisition vehicle organized by Hackman Capital and its affiliates to purchase the assets of the closed Snowflake facility and the shares of Apache Railway for US$13,460,000 and other non-monetary consideration. The buyer intends to continue to operate the Apache Railway as a going concern, and the transaction is supported by the Town of Snowflake and various local interests. "We are pleased that this transaction has progressed efficiently and that the community's interests have been considered through the process and in the successful bid," said President and Chief Executive Officer Kevin J. Clarke. "While paper manufacturing is part of Snowflake's past, this transaction puts the asset on a path to a new future that can continue to bring value to the region." The winning bid was made at the auction held on Dec. 17, 2012, under the US Court-approved sale and investor solicitation procedures. The sale is expected to complete in the first quarter of 2013 and is subject to various closing conditions. A hearing in the US Court was scheduled for Dec. 19, 2012, to consider approval of the sale. About Catalyst Paper Catalyst Paper Corp. -- http://www.catalystpaper.com/-- manufactures diverse specialty mechanical printing papers, newsprint and pulp. Its customers include retailers, publishers and commercial printers in North America, Latin America, the Pacific Rim and Europe. With four mills, located in British Columbia and Arizona, Catalyst has a combined annual production capacity of 1.9 million tons. The Company is headquartered in Richmond, British Columbia, Canada and its common shares trade on the Toronto Stock Exchange under the symbol CTL. Catalyst on Dec. 15, 2011, deferred a US$21 million interest payment on its outstanding 11.00% Senior Secured Notes due 2016 and Class B 11.00% Senior Secured Notes due 2016 due on Dec. 15, 2011. Catalyst said it was reviewing alternatives to address its capital structures and it is currently in discussions with noteholders. Perella Weinberg Partners served as the financial advisor. In early January 2012, Catalyst entered into a restructuring agreement, which will see its bondholders taking control of the company and includes an exchange of debt for equity. The agreement said it would slash the company's debt by C$315.4 million ($311 million) and reduce its cash interest expenses. Catalyst also said it will continue to "operate and satisfy" its obligations to customers, trade creditors, employees and retirees in the ordinary course of business during the restructuring process. On Jan. 17, 2012, Catalyst applied for and received an initial court order under the Canada Business Corporations Act (CBCA) to commence a consensual restructuring process with its noteholders. Affiliate Catalyst Paper Holdings Inc., filed for creditor protection under Chapter 15 of the U.S. Bankruptcy Code (Bankr. D. Del. Case No. 12-10219) on the same day and sought recognition of the Canadian proceedings. Catalyst joins a line of paper producers that have succumbed to higher costs, increased competition from Asia and Europe, and falling demand as more advertisers and readers move online. In 2011, Cerberus Capital-backed NewPage Corp. filed for bankruptcy protection, followed by SP Newsprint Co., owned by newsprint magnate and fine art collector Peter Brant. In December, Wausau Paper said it will close its Brokaw mill in Wisconsin, cut 450 jobs and exit its print and color business. The Supreme Court of British Columbia granted Catalyst creditor protection under the CCAA until April 30, 2012. As reported by the TCR on July 2, 2012, Catalyst received approval for its reorganization plan from the Supreme Court of British Columbia. The Company's second amended plan under the Companies' Creditors Arrangement Act received 99% support from creditors. As reported by the TCR on Sept. 17, 2012, Catalyst Paper has successfully completed its previously announced reorganization pursuant to its Second Amended and Restated Plan of Compromise and Arrangement under the Companies' Creditors Arrangement Act. Catalyst Paper's balance sheet at Sept. 30, 2012, showed C$1.04 billion in total assets, C$887.3 million in total liabilities and C$152.8 million in equity. CATALYST PAPER: Asset Sale to Pacifica Collapses ------------------------------------------------ Catalyst Paper said Dec. 19 that the sale of its Elk Falls site in Campbell River to Pacifica Deep Sea Terminals Incorporated did not close and the sale agreement has been terminated. The sale of the 400-acre industrial site and adjacent properties was initially expected to close on September 5, 2012. A non-refundable prepayment of a portion of the purchase price was received and the transaction timeline was extended multiple times up to the ultimate deadline of December 18, 2012. "It's disappointing that this transaction with Pacifica could not be completed even with the extended timeline. This is a fully serviced property in an excellent location and we remain confident that the right fit between site and buyer will be found that will bring new jobs and opportunities to Campbell River," said Kevin J. Clarke, Catalyst President and Chief Executive Officer. "In the meantime, site personnel are maintaining safety, security and environmental requirements and complying with all applicable legislation." The former pulp and paper site was indefinitely curtailed in 2009 and closed permanently in 2010. It has since been decommissioned with removal of chemicals, process wastes, and key papermaking equipment. The landfills remain intact as does the wastewater system which continues to operate in preparation for the site's redevelopment to other industrial uses. The Elk Falls mill began operation in 1952, and at its peak, produced 784,000 tonnes of pulp, paper and kraft paper annually. About Catalyst Paper Catalyst Paper Corp. -- http://www.catalystpaper.com/-- manufactures diverse specialty mechanical printing papers, newsprint and pulp. Its customers include retailers, publishers and commercial printers in North America, Latin America, the Pacific Rim and Europe. With four mills, located in British Columbia and Arizona, Catalyst has a combined annual production capacity of 1.9 million tons. The Company is headquartered in Richmond, British Columbia, Canada and its common shares trade on the Toronto Stock Exchange under the symbol CTL. Catalyst on Dec. 15, 2011, deferred a US$21 million interest payment on its outstanding 11.00% Senior Secured Notes due 2016 and Class B 11.00% Senior Secured Notes due 2016 due on Dec. 15, 2011. Catalyst said it was reviewing alternatives to address its capital structures and it is currently in discussions with noteholders. Perella Weinberg Partners served as the financial advisor. In early January 2012, Catalyst entered into a restructuring agreement, which will see its bondholders taking control of the company and includes an exchange of debt for equity. The agreement said it would slash the company's debt by C$315.4 million ($311 million) and reduce its cash interest expenses. Catalyst also said it will continue to "operate and satisfy" its obligations to customers, trade creditors, employees and retirees in the ordinary course of business during the restructuring process. On Jan. 17, 2012, Catalyst applied for and received an initial court order under the Canada Business Corporations Act (CBCA) to commence a consensual restructuring process with its noteholders. Affiliate Catalyst Paper Holdings Inc., filed for creditor protection under Chapter 15 of the U.S. Bankruptcy Code (Bankr. D. Del. Case No. 12-10219) on the same day and sought recognition of the Canadian proceedings. Catalyst joins a line of paper producers that have succumbed to higher costs, increased competition from Asia and Europe, and falling demand as more advertisers and readers move online. In 2011, Cerberus Capital-backed NewPage Corp. filed for bankruptcy protection, followed by SP Newsprint Co., owned by newsprint magnate and fine art collector Peter Brant. In December, Wausau Paper said it will close its Brokaw mill in Wisconsin, cut 450 jobs and exit its print and color business. The Supreme Court of British Columbia granted Catalyst creditor protection under the CCAA until April 30, 2012. As reported by the TCR on July 2, 2012, Catalyst received approval for its reorganization plan from the Supreme Court of British Columbia. The Company's second amended plan under the Companies' Creditors Arrangement Act received 99% support from creditors. As reported by the TCR on Sept. 17, 2012, Catalyst Paper has successfully completed its previously announced reorganization pursuant to its Second Amended and Restated Plan of Compromise and Arrangement under the Companies' Creditors Arrangement Act. Catalyst Paper's balance sheet at Sept. 30, 2012, showed C$1.04 billion in total assets, C$887.3 million in total liabilities and C$152.8 million in equity. CDC CORP: Emerges From Chapter 11 Bankruptcy -------------------------------------------- BankruptcyData.com reports that the U.S. Bankruptcy Court approved CDC's motion to enter into a settlement agreement resolving disputes between the Debtor, the equity committee, Evolution and defendant parties in related litigation. Separately, the Company's Second Amended Chapter 11 Plan became effective, and the Company emerged from Chapter 11 protection. According to documents filed with the Court, "the Plan proposed by the Debtor and the Equity Committee provides for: (i) a distribution of existing cash on hand to creditors and equity holders of the Debtor; (ii) an orderly going concern sale of the remaining businesses owned by the Debtor and a distribution of the net cash proceeds received from those businesses to equity holders of the Debtor; (iii) payment in full plus postpetition interest to creditors with Allowed Claims; (iv) total distributions to holders of Allowed Equity Interests in an estimated range of approximately $5.01 to $6.10 per share; and (v) the pursuit of litigation claims against, among others, certain prior officers and directors of the Debtor, including, without limitation, the Debtor's former CEO, Mr. Peter Yip." About CDC Corp Based in Atlanta, CDC Corp. (Nasdaq: CHINA) -- http://www.cdccorporation.net/-- is the parent company of CDC Software (Nasdaq: CDCS). CDC Software is based dually in Shanghai, China, and Atlanta and produces enterprise software applications, IT consulting services, outsourced applications development and IT staffing. The company's owners include Asia Pacific Online Ltd., Xinhua News Agency and Evolution Capital Management. CDC Corp., doing business as Chinadotcom, filed a Chapter 11 petition (Bankr. N.D. Ga. Case No. 11-79079) on Oct. 4, 2011. James C. Cifelli, Esq., at Lamberth, Cifelli, Stokes & Stout, PA, in Atlanta, Georgia, serves as counsel. Moelis & Company LLC serves as its financial advisor and investment banker. Marcus A. Watson at Finley Colmer and Company serves as chief restructuring officer. The Debtor estimated assets and debts at US$100 million to US$500 million as of the Chapter 11 filing. The Official Committee of Equity Security Holders of CDC Corp. is represented by Troutman Sanders. The Committee tapped Morgan Joseph TriArtisan LLC as its financial advisor. The stock of CDC Software Corp. was sold for $249.8 million to an affiliate of Vista Equity Holdings. The Debtor won a bankruptcy judge's approval of a Chapter 11 plan under which shareholders are slated to receive as much as $6.10 a share. On July 3, 2012, the Debtor and the Official Committee of Equity Security Holders filed their First Amended Joint Plan of Reorganization for CDC Corporation that provides for the sale of all of the Debtor's assets, for the benefit of the Debtor's creditors and equity interest holders. Under the Plan, the Debtor's chief restructuring officer, Marc Watson, will act as the disbursing agent and reserve from the sale proceeds sufficient funds to pay all Allowed Claims in full, plus interest, that remain unpaid. CEREPLAST INC: Hans Black Discloses 8.9% Equity Stake ----------------------------------------------------- In an amended Schedule 13D filing with the U.S. Securities and Exchange Commission, Hans P. Black and his affiliates disclosed that, as of Dec. 17, 2012, they beneficially own 3,082,171 shares of common stock of Cereplast Inc. representing 8.98% of the shares outstanding. Mr. Black previously reported beneficial ownership of 2,412,171 common shares or a 7.02% equity stake as of Nov. 21, 2012. A copy of the amended filing is available at: http://is.gd/fFDTer About Cereplast El Segundo, Calif.-based Cereplast, Inc., has developed and is commercializing proprietary bio-based resins through two complementary product families: Cereplast Compostables(R) resins which are compostable, renewable, ecologically sound substitutes for petroleum-based plastics, and Cereplast Sustainables(TM) resins (including the Cereplast Hybrid Resins product line), which replaces up to 90% of the petroleum-based content of traditional plastics with materials from renewable resources. The Company's balance sheet at June 30, 2012, showed $31.2 million in total assets, $21.1 million in total liabilities, and stockholders' equity of $10.1 million. Bankruptcy Warning "We have incurred a net loss of $6.3 million for the six months ended June 30, 2012, and $14.0 million for the year ended Dec. 31, 2011, and have an accumulated deficit of $63.2 million as of June 30, 2012. Based on our operating plan, our existing working capital will not be sufficient to meet the cash requirements to fund our planned operating expenses, capital expenditures and working capital requirements through Dec. 31, 2012, without additional sources of cash. "Our plan to address the shortfall of working capital is to generate additional financing through a combination of sale of our equity securities, additional funding from our new short-term convertible debt financings, incremental product sales into new markets with advance payment terms and collection of outstanding past due receivables. We are confident that we will be able to deliver on our plans, however, there are no assurances that we will be able to obtain any sources of financing on acceptable terms, or at all. "If we cannot obtain sufficient additional financing in the short- term, we may be forced to curtail or cease operations or file for bankruptcy," the Company said in its quarterly report for the period ended June 30, 2012. CHINA PEDIATRIC: Incurs $3.6-Mil. Net Loss in Third Quarter ----------------------------------------------------------- China Pediatric Pharmaceuticals, Inc., filed its quarterly report on Form 10-Q, disclosing a net loss of $3.6 million on $2.0 million of sales, net of rebates, for the three months ended Sept. 30, 2012, compared with a net loss of $4.5 million on $6.5 million of sales, net of rebates, for the same period last year. For the nine months ended Sept. 30, 2012, the Company reported a net loss of $5.8 million on $13.0 million of sales, net of rebates, as compared with a net loss of $731,814 on $19.9 million of sales, net of rebates, for the same period of 2011. The Company's balance sheet at Sept. 30, 2012, showed $16.5 million in total assets, $1.6 million in total liabilities, and stockholders' equity of $14.9 million. "As shown in the accompanying consolidated financial statements, the Company incurred a net loss of $3,580,461 and $4,509,657 for the three months ended Sept. 30, 2012, and 2011; incurred a net loss of $5,818,013 and $731,814 for the nine months ended Sept. 30, 2012, and 2011. Further, the Company had accumulated deficit of $3,200,599 as at Sept. 30, 2012. These create an uncertainty about the Company's ability to continue as a going concern. In this regard, the Company's Chairman has issued a letter of undertaking that he will provide financial support to the Company." A copy of the Form 10-Q is available at http://is.gd/nyxCMb Headquartered in Xi'an, Shaanxi Province, PRC, China Pediatric Pharmaceuticals, Inc., is engaged in the business of manufacturing and marketing of over-the-counter and prescription pharmaceutical products for the Chinese marketplace as treatment for a variety of disease and conditions. CHISEN ELECTRIC: Obtains RMB200 Million Loan From Chaowei Power --------------------------------------------------------------- Chisen Electric Jiangsu Co., Ltd. -- a 98%-owned subsidiary of Zhejiang Chisen Electric Co., Ltd., a wholly-owned subsidiary of Fast More Limited, a wholly-owned subsidiary of Chisen Electric Corporation -- executed an entrusted loan agreement with Chaowei Power Holdings Limited and CITIC Trust Co., Ltd., pursuant to which the Lender will loan to Chisen Jiangsu RMB200 million at an interest rate of 8% per annum for a term of three years (until Dec. 16, 2015) for general working capital purposes. Interest is payable by the Borrower quarterly or upon early repayment of the loan. Borrower will repay not less than 25%, 50% and 75% of the outstanding principal under the loan on or before the expiration of the 27th, 30th and 33rd months from the Effective Date, with balance repayable in full upon expiration of the loan. After release of the first installment of the loan to the Borrower, the Borrower can, by advance written notice, repay all or part of the loan. Borrower and ZCEC will assume joint and several obligations regarding the repayment of the principal and interest of the loan. Upon receipt of interest or principal, the Lending Agent will pay the same amount to the Lender within two business days after deduction of an agreed fee to be charged by the Lending Agent. In addition to the joint and several repayment obligations assumed by the Borrower and ZCEC, the full repayment of the loan, the interest and the relevant expenses shall be secured by: (a) a pledge of 98% equity interest in the Borrower by ZCEC for a term commencing from the date of approval of that pledge by the competent governmental authority up to the expiration of the limitation period for action by the Lending Agent under the Loan Agreement and a joint payment agreement, (b) a pledge of 100% equity interest in ZCEC by Fast. About Chisen Electric Headquartered in Changxing, Zhejiang Province, The People's Republic of China, Chisen Electric Corporation produces and sells sealed lead-acid motive batteries, also known as valve regulated lead-acid motive batteries (VRLA batteries) in China's personal transportation device market. * * * As reported in the TCR on July 5, 2012, Mazars CPA Limited, in Hong Kong, expressed substantial doubt about Chisen Electric's ability to continue as a going concern, following the Company's results for the year ended March 31, 2012. The independent auditors noted that the Company had a negative working capital as of March 31, 2012, and incurred loss for the year then ended. The Company's balance sheet at Sept. 30, 2012, showed $229.8 million in total assets, $243.9 million in total liabilities, and stockholders' deficit of $14.1 million. CIMA LLC: Bankruptcy Administrator Withdraws Case Dismissal Bid --------------------------------------------------------------- Travis M. Bedsole, Jr., the Bankruptcy Administrator for the Southern District of Alabama, notified the Court of its withdrawal of a motion to dismiss the Chapter 11 case of CIMA, L.L.C. As reported in the Troubled Company Reporter on Nov. 26, 2012, according to the Bankruptcy Administrator, the Debtor has failed to comply with the order entered by the Court on Dec. 7, 2011, by failing to file the BA-2 quarterly fee statement for September 2012, and the quarterly fees due for September 2012. About CIMA L.L.C. Based in Ft. Lauderdale, Florida, CIMA, L.L.C., is the developer and current owner of a 200-acre parcel of land located in Mobile, Alabama, with frontage on Interstate 10, a major thoroughfare. The parcel has been subdivided into parcels, and some infrastructure work has been done. CIMA filed for Chapter 11 bankruptcy (Bankr. S.D. Fla. Case No. 11-33279) on Aug. 22, 2011, disclosing $18,876,064 in assets and $10,535,230 in liabilities as of the Chapter 11 filing. Bankruptcy Judge Raymond B. Ray later approved a request by the secured creditor to transfer the case to Alabama (Bankr. S.D. Ala. 11-04981). Chief Bankruptcy Judge Margaret A. Mahoney now oversees the case. Leslie Gern Cloyd, Esq., at Berger Singerman, P.A., represents the Debtor. Ronald F. Suber, Attorney at Law, acts as local counsel. The Debtor disclosed $18,876,064 in assets and $10,535,230 in liabilities as of the Chapter 11 filing. When it filed for bankruptcy, CIMA said it was finalizing plans with one or more investor groups for further development of its parcel. The U.S. Trustee said that an official committee has not been appointed in the bankruptcy case of CIMA, L.L.C. The U.S. Trustee reserves the right to appoint such a committee should interest developed among the creditors. CITIZENS DEVELOPMENT: U.S. Trustee Unable to Form Creditors Panel ----------------------------------------------------------------- Tiffany L. Carroll, Acting U.S. Trustee for Region 15, notified the U.S. Bankruptcy Court for the Southern District of California that she was unable to appoint an official committee of unsecured creditors in the Chapter 11 case of Citizens Development Corp. San Marcos, California-based Citizens Development Corp., owns and operates the Lake San Marcos Resort and Country Club located in San Diego County. The Company filed a voluntary petition for relief under Chapter 11 (Bankr. S.D. Calif. Case No. 10-15142) on August 26, 2010. Ron Bender, Esq., at Levene, Neale, Bender, Yoo & Brill LLP, represents the Debtor. The Debtor estimated its assets and debts at $10 million to $50 million. Chapter 11 petitions were also filed by affiliates LSM Executive Course, LLC (Bankr. S.D. Calif. Case No. 10-07480), and LSM Hotel, LLC (Bankr. S.D. Calif. Case No. 10-13024). The Plan provides that the funding for the Plan will initially come from a new value contribution in the amount of up to $375,000 to be made to the Reorganized Debtor by LDG Golf Marketing, LLC, Telesis' cash collateral in the amount of $50,000 allocated to the payment of allowed administrative expenses pursuant to the Telesis Settlement, and the Debtor's additional cash on hand which is estimated to be $50,000, which collectively equates to up to $475,000. CLARE OAKS: Creditors Have Until Jan. 22 to File Proofs of Claim ---------------------------------------------------------------- The U.S. Bankruptcy Court for the Northern District of Illinois established Jan. 22, 2013, at 4 p.m., as the deadline for any individual or entity to file proofs of claim against Clare Oaks. Clare Oaks, an Illinois not-for-profit corporation organized under section 501(c)(3) of the Internal Revenue Code, operates a namesake continuing care retirement community in Bartlett, Illinois. Its members are the Sisters of St. Joseph of the Third Order of St. Francis, a Roman Catholic religious institute, who are elected and serving as the members of the Central Board of the Congregation. Clare Oaks is managed by CRSA/LCS Management LLC, an affiliate of Life Care Services LLC. Clare Oaks filed for Chapter 11 bankruptcy (Bankr. N.D. Ill. Case No. 11-48903) on Dec. 5, 2011. Judge Pamela S. Hollis presides over the case. David R. Doyle, Esq., George R. Mesires, Esq., and Patrick F. Ross, Esq., at Ungaretti & Harris LLP, in Chicago, serve as the Debtor's counsel. North Shores Consulting serves as the Debtor's operations consultant. Continuum Development Services and Alvarez & Marsal Healthcare Industry Group LLC serve as advisors. Alvarez & Marsal's Paul Rundell serves as the Chief Restructuring Officer. Sheila King Marketing + Public Relations serves as communications advisors. CliftonLarsonAllen is the Debtor's accountants. B.C. Ziegler and Company is the Debtor's proposed investment banker and financial advisor. In its petition, Clare Oaks estimated $100 million to $500 million in assets and debts. The petition was signed by Michael D. Hovde, Jr., president. Attorneys at Neal Wolf & Associates, LLC, represent the Official Committee of Unsecured Creditors as counsel. Wells Fargo, as master trustee and bond trustee, is represented by Daniel S. Bleck, Esq., and Charles W. Azano, Esq., at Mintz Levin Cohen Ferris Glovsky and Popeo PC; and Robert M. Fishman, Esq., and Allen J. Guon, Esq., at Shaw Gussis Fishman Glantz Wolfson & Towbin LLC. Sovereign Bank, the letters of credit issuer, is represented by John R. Weiss, Esq., at Duane Morris LLP. Senior Care Development LLC, the DIP Lender, is represented by William S. Fish, Jr., Esq., and Sarah M. Lombard, Esq., at Hinckley Allen & Snyder LLP. On Nov. 15, 2012, the Bankruptcy Court confirmed the Third Amended Plan of Reorganization for Clare Oaks. The Plan dated Sept. 13, 2012, was filed by Wells Fargo Bank, National Association, as Master Trustee and Sovereign Bank, N.A., as plan sponsors. Terms of the Plan were reported in prior editions of the Troubled Company Reporter. No other plans were filed for the Debtor. Earlier in the case, the Debtor attempted to sell its Clare Oaks Campus to ER Propco Co, LLC aka Evergreen for $16 million, subject to higher and better offers. Bloomberg News reported the planned sale was scrapped as the bondholders found it insufficient since it would have generated only $10 million for them after paying expenses and the loan financing the bankruptcy. The bondholders submitted their own plan. Bloomberg said the bondholders sponsoring the plan are owed roughly $95.8 million. According to Bloomberg, the secured bondholders' plan sets aside some cash that could pay as much as 2.7% on $1.9 million in unsecured debt. For a projected 45% recovery, bondholders will receive $40 million in new second-lien bonds that will pay interest only at 4% for 15 years. The Bloomberg report said emergence from Chapter 11 will be financed by a $12 million first- lien secured loan provided by some of the bondholders. CLEAR CREEK: Joint Amended Disclosure Statement Approved -------------------------------------------------------- The Hon. Bruce T. Beesley of the Bankruptcy Court for the District of Nevada has approved the disclosure statement filed by Clear Creek Ranch II LLC (CCRII) and Clear Creek at Tahoe LLC (CCT) in support of their first amended joint plan of reorganization. The joint reorganization plan is underpinned by the Bankruptcy Court's approval of a sale of the Debtors' Residential Property to Clear Creek Residential LLC for $19,400,000 and a finding that Clear Creek Residential is a bona fide purchaser for value. Under the parties' deal, Clear Creek Residential will pay $13,400,000, in cash, at the close of escrow and acquire the Residential Property subject to the Sierra Clouds Lien in the amount of $6,000,000. The sale agreement requires the closing of escrow to occur on or before May 31, 2013. The Residential Property will remain subject to the Sierra Clouds Lien as provided in a settlement with entities affiliated with Nevada businessman John Serpa, Sr., and his sons, but will be transferred to Clear Creek Residential free and clear of all other liens and encumbrances. CCRII will use the proceeds from the sale of the Residential Property to pay its creditors in full as provided in the Plan; the approximate amount necessary to pay CCRII's creditors the allowed amounts of their Claims in full on or before the Effective Date is approximately $8,732,137. CCT, as the 100% owner of CCRII, will receive the remaining sale proceeds of approximately $4,667,873 to pay its creditors, with the exception of the Waterfall Classes, in full on or before the Effective Date as provided in the Plan. On or before May 31, 2013, Clear Creek OS, LLC, will complete a purchase of the Open Space from CCR for a purchase price of $100,000 to be paid in full in cash at the close of escrow. On or before May 31, 2013, Arendale Clear Creek, LLC, Reorganized CCRII, and American Capital Management will form Clear Creek Partners, LLC. Clear Creek Partners LLC will own 100% of the membership interests in Clear Creek Golf, LLC, Clear Creek Residential, LLC, and Clear Creek OS, LLC. Clear Creek Residential, LLC will develop the Residential Property. Any distribution received by Reorganized CCRII from Clear Creek Partners, LLC, from the sale of the Residential Property will be distributed by Reorganized CCRII to Reorganized CCT, which will use those proceeds to pay the Waterfall Classes CCT U-4 through CCT U-7 and Class CCT E-1. It is expected that Waterfall Classes should begin receiving payments by the third quarter of 2017 and will be paid all principal on or before March 31, 2022. About Clear Creek Ranch II Minden, Nevada-based Clear Creek Ranch II LLC owns a 530.74-acre undeveloped residential subdivision located within the project known as Clear Creek. That project included a world-class golf course, the residential subdivision around the golf course, a lake house on Lake Tahoe and a fly fishing ranch along the West Walker River. The co-developers and joint venturers of the Project are CCR II's affiliate, Clear Creek at Tahoe LLC, and entities affiliated with Nevada businessman John Serpa, Sr., and his sons. On April 30, 2010, the Serpas purchased the $15 million First Horizon Loan secured by the residential subdivision, and then threatened foreclosure to coerce CCT to pay money on both the First Horizon Loan and the (Serpa-owned) Nevada Friends, LLC Note. The Serpas then scheduled a foreclosure sale for the Residential Subdivision for July 18, 2011. On July 18, 2011, Clear Creek Ranch II and Clear Creek at Tahoe filed separate Chapter 11 bankruptcy petitions (Bankr. D. Nev. Case Nos. 11-52302 and 11-52303). In its petition, Clear Creek Ranch II estimated assets and debts of $10 million to $50 million. The petitions were signed by James S. Taylor, the Trustee. Judge Bruce T. Beesley presides over the cases. Vincent M. Coscino, Esq., Thomas E. Gibbs, Esq., and Richard M. Dinets, Esq., at Allen Matkins Leck Gamble Mallory & Natsis LLP, in Irvine, Calif., represented the Debtors as general reorganization counsel. Amy N. Tirre, Esq., at the Law Offices of Amy N. Tirre, APC, in Reno, Nev., served as the Debtors as local reorganization counsel. Beginning Oct. 5, 2012, the Tirre took the lead role, and the Allen Matkins firm agreed to serve as special counsel. No creditors' committee has been appointed by the Office of the United States Trustee. CLEAR CREEK: Taps Legacy Land as Professional Land Use Consultant ----------------------------------------------------------------- Clear Creek Ranch II, LLC, et al., ask the U.S. Bankruptcy Court for the District of Nevada for permission to employ Legacy Land and Water, LLC to provide professional land use consulting services effective July 23, 2011. Legacy will advice, assist and coordinate activities in evaluating the market, pricing, timing, funding, conservation, sales, and development strategies. Legacy's professional land use consulting services include, among other things, verifying and formalizing the status of the master plan, development rights, transfer of development rights, water rights, easements, and other land entitlements. As necessary, Legacy has and will continue to assist CCR II in submitting master plan amendments, zoning change requests, and transferring or banking development rights. Legacy has provided land use consulting services to CCR II since 2008. Legacy is not a creditor in CCT's bankruptcy case; however, it has asserted an unsecured claim against CCR II in the amount of $9,632 for consulting services it provided prepetition. Legacy has agreed to waive its prepetition claim against CCR II and will only seek payment for fees incurred postpetition. To the best of the Debtors' knowledge, Legacy is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. About Clear Creek Ranch II Minden, Nevada-based Clear Creek Ranch II LLC owns a 530.74-acre undeveloped residential subdivision located within the project known as Clear Creek. That project included a world-class golf course, the residential subdivision around the golf course, a lake house on Lake Tahoe and a fly fishing ranch along the West Walker River. The co-developers and joint venturers of the Project are CCR II's affiliate, Clear Creek at Tahoe LLC, and entities affiliated with Nevada businessman John Serpa, Sr., and his sons. On April 30, 2010, the Serpas purchased the $15 million First Horizon Loan secured by the residential subdivision, and then threatened foreclosure to coerce CCT to pay money on both the First Horizon Loan and the (Serpa-owned) Nevada Friends, LLC Note. The Serpas then scheduled a foreclosure sale for the Residential Subdivision for July 18, 2011. On July 18, 2011, Clear Creek Ranch II and Clear Creek at Tahoe filed separate Chapter 11 bankruptcy petitions (Bankr. D. Nev. Case Nos. 11-52302 and 11-52303). In its petition, Clear Creek Ranch II estimated assets and debts of $10 million to $50 million. The petitions were signed by James S. Taylor, the Trustee. Judge Bruce T. Beesley presides over the cases. Vincent M. Coscino, Esq., Thomas E. Gibbs, Esq., and Richard M. Dinets, Esq., at Allen Matkins Leck Gamble Mallory & Natsis LLP, in Irvine, Calif., represented the Debtors as general reorganization counsel. Amy N. Tirre, Esq., at the Law Offices of Amy N. Tirre, APC, in Reno, Nev., served as the Debtors as local reorganization counsel. Beginning Oct. 5, 2012, the Tirre took the lead role, and the Allen Matkins firm agreed to serve as special counsel. No creditors' committee has been appointed by the Office of the United States Trustee. CLEAR CREEK: Allen Matkins Has Reduced Role in Case --------------------------------------------------- Clear Creek Ranch II, LLC, et al., ask the U.S. Bankruptcy Court for the District of Nevada for an order: -- terminating their employment of Allen Matkins Leck Gamble Mallory & Natsis LLP as general reorganization counsel; -- employing and substituting Law Offices of Amy N. Tirre, a Professional Corporation as new general reorganization counsel; and -- employing Allen Matkins as special transactional counsel. The Debtors relate that since the commencement of the cases, Allen Matkins has represented the Debtors as general counsel, including as reorganization counsel, and the Tirre Firm has served as counsel for local matters, including practice in the Bankruptcy Court and the occasional matter of Nevada law. The Debtors add that Allen Matkins will have no further responsibility for title 11 matters. After Oct. 5, 2012, sole responsibility for title 11 matters will lie with the Tirre Firm which is fully cognizant of all pending or uncompleted matters and deadlines by virtue of its part and ongoing involvement in the cases. As special transactional counsel, Allen Matkins will assist with the Debtors' negotiation, formulation, and preparation of various transactional documents with their new financial partner so as to facilitate and fund their reorganization. To the best of the Debtors' knowledge, Allen Matkins and its attorneys do not hold any interest adverse to the Debtors. Additionally, fees for the professional services provided by the Tirre Firm will continue to be billed at the rates and on the terms set forth in the employment application of the Tirre Firm. About Clear Creek Ranch II Minden, Nevada-based Clear Creek Ranch II LLC owns a 530.74-acre undeveloped residential subdivision located within the project known as Clear Creek. That project included a world-class golf course, the residential subdivision around the golf course, a lake house on Lake Tahoe and a fly fishing ranch along the West Walker River. The co-developers and joint venturers of the Project are CCR II's affiliate, Clear Creek at Tahoe LLC, and entities affiliated with Nevada businessman John Serpa, Sr., and his sons. On April 30, 2010, the Serpas purchased the $15 million First Horizon Loan secured by the residential subdivision, and then threatened foreclosure to coerce CCT to pay money on both the First Horizon Loan and the (Serpa-owned) Nevada Friends, LLC Note. The Serpas then scheduled a foreclosure sale for the Residential Subdivision for July 18, 2011. On July 18, 2011, Clear Creek Ranch II and Clear Creek at Tahoe filed separate Chapter 11 bankruptcy petitions (Bankr. D. Nev. Case Nos. 11-52302 and 11-52303). In its petition, Clear Creek Ranch II estimated assets and debts of $10 million to $50 million. The petitions were signed by James S. Taylor, the Trustee. Judge Bruce T. Beesley presides over the cases. Vincent M. Coscino, Esq., Thomas E. Gibbs, Esq., and Richard M. Dinets, Esq., at Allen Matkins Leck Gamble Mallory & Natsis LLP, in Irvine, Calif., represented the Debtors as general reorganization counsel. Amy N. Tirre, Esq., at the Law Offices of Amy N. Tirre, APC, in Reno, Nev., served as the Debtors as local reorganization counsel. Beginning Oct. 5, 2012, the Tirre took the lead role, and the Allen Matkins firm agreed to serve as special counsel. No creditors' committee has been appointed by the Office of the United States Trustee. CLEARWIRE CORP: Comcast Holds 12.8% of Class A Shares ----------------------------------------------------- In an amended Schedule 13D filing with the U.S. Securities and Exchange Commission, Comcast Corporation and Comcast Wireless Investment, LLC, disclosed that, as of Dec. 17, 2012, they beneficially own 88,504,132 shares of Class A common stock Clearwire Corporation representing 12.8% of the shares outstanding. A copy of the filing is available for free at: http://is.gd/Vhjqxc About Clearwire Corporation Kirkland, Wash.-based Clearwire Corporation (NASDAQ: CLWR) -- http://www.clearwire.com/-- through its operating subsidiaries, is a provider of 4G mobile broadband network services in 68 markets, including New York City, Los Angeles, Chicago, Dallas, Philadelphia, Houston, Miami, Washington, D.C., Atlanta and Boston. The Company reported a net loss attributable to the Company of $717.33 million in 2011, a net loss attributable to the Company of $487.43 million in 2010, and a net loss attributable to the Company of $325.58 million in 2009. The Company's balance sheet at Sept. 30, 2012, showed $8.14 billion in total assets, $5.86 billion in total liabilities and $2.28 billion in total stockholders' equity. * * * As reported by the TCR on Nov. 25, 2011, Standard & Poor's Ratings Services lowered its corporate credit and senior secured first- lien issue-level ratings on Bellevue, Wash.-based wireless provider Clearwire Corp. to 'CCC' from 'CCC+'. The ratings on Clearwire continue to reflect its "highly leveraged" financial risk profile based on its high debt burden and "weak" liquidity (both terms as defined in S&P's criteria). "The ratings also reflect our view that Clearwire has a vulnerable business position as a developmental-stage company with significant competition from better capitalized wireless carriers, including AT&T Mobility and Verizon Wireless, which are deploying their own 4G wireless services," S&P said in January 2012. "We believe that the company would likely run out of cash in the late 2012 to early 2013 time frame absent significant asset sales, since we view the terms in the December 2011 wholesale agreement with Sprint Nextel as unfavorable in the near term and will likely constrain cash inflows in 2012 to 2013. We have not assumed spectrum sales in our liquidity assessment because of the uncertainty involved in finding a buyer, as well as timing. However, if the company could secure sufficient funding for operations through 2013, we could raise the ratings," S&P also stated. CLEARWIRE CORP: Sprint Owns 52.8% of Class A Shares --------------------------------------------------- In an amended Schedule 13D filing with the U.S. Securities and Exchange Commission, Sprint Nextel Corporation and its affiliates disclosed that, as of Dec. 17, 2012, they beneficially own 739,010,818 shares of Class A common stock of Clearwire Corporation representing 52.8% of the shares outstanding. A copy of the filing is available for free at http://is.gd/Zmxk5t About Clearwire Corporation Kirkland, Wash.-based Clearwire Corporation (NASDAQ: CLWR) -- http://www.clearwire.com/-- through its operating subsidiaries, is a provider of 4G mobile broadband network services in 68 markets, including New York City, Los Angeles, Chicago, Dallas, Philadelphia, Houston, Miami, Washington, D.C., Atlanta and Boston. The Company reported a net loss attributable to the Company of $717.33 million in 2011, a net loss attributable to the Company of $487.43 million in 2010, and a net loss attributable to the Company of $325.58 million in 2009. The Company's balance sheet at Sept. 30, 2012, showed $8.14 billion in total assets, $5.86 billion in total liabilities and $2.28 billion in total stockholders' equity. * * * As reported by the TCR on Nov. 25, 2011, Standard & Poor's Ratings Services lowered its corporate credit and senior secured first- lien issue-level ratings on Bellevue, Wash.-based wireless provider Clearwire Corp. to 'CCC' from 'CCC+'. The ratings on Clearwire continue to reflect its "highly leveraged" financial risk profile based on its high debt burden and "weak" liquidity (both terms as defined in S&P's criteria). "The ratings also reflect our view that Clearwire has a vulnerable business position as a developmental-stage company with significant competition from better capitalized wireless carriers, including AT&T Mobility and Verizon Wireless, which are deploying their own 4G wireless services," S&P said in January 2012. "We believe that the company would likely run out of cash in the late 2012 to early 2013 time frame absent significant asset sales, since we view the terms in the December 2011 wholesale agreement with Sprint Nextel as unfavorable in the near term and will likely constrain cash inflows in 2012 to 2013. We have not assumed spectrum sales in our liquidity assessment because of the uncertainty involved in finding a buyer, as well as timing. However, if the company could secure sufficient funding for operations through 2013, we could raise the ratings," S&P also stated. COACTIVE HOLDINGS: Moody's Affirms 'Caa1' CFR After Restructuring ----------------------------------------------------------------- Moody's Investors Service affirmed CoActive Holdings LLC's Corporate Family Rating of Caa1 and lowered the Probability of Default Rating to Caa2 from Caa1 following the amendments to its first and second lien credit facilities. Moody's also affirmed the B3 rating on the first lien credit facility and the Caa2 rating on the second lien term loan facility. The rating outlook is stable. Moody's views the company's recent amendments to its revolver and second lien term loan as distressed exchanges because of the extended maturity of the revolver and the conversion of interest on the second lien term loan to entirely PIK interest from cash interest. As a result of the distressed exchange, an "/LD" indicator has been appended to the Caa2 PDR, indicating a limited default pursuant to Moody's definition. The "/LD" indicator will be removed in approximately 3 business days. The follow ratings for CoActive Holdings LLC have been affirmed (with LGD and point estimate changes): Corporate family rating (CFR) at Caa1; $25 million senior secured 1st lien revolver expiring July 2014 to B3 (to LGD2, 23% from LGD3, 33%); $141 million senior secured 1st lien term loan due July 2014 to B3 (to LGD2, 23% from LGD3, 33%); and $54 million senior secured 2nd lien term loan due July 2015 to Caa2 (to LGD4, 58% from LGD5, 79%) The follow ratings for CoActive Holdings LLC have been downgraded: Probability of default rating (PDR) to Caa2/LD from Caa1 Ratings Rationale The recent credit agreement amendments have provided CoActive with certain liquidity benefits, including increased covenant headroom, lower cash interest expense, and the extended maturity profile for its revolving credit facility. Although the credit agreement amendments provide the company with liquidity benefits, the Caa1 CFR and Caa2 PDR reflect CoActive's high financial leverage, near term debt maturities and default risk over the next 18 months. The CFR also reflects the company's small scale, exposure to cyclical end-markets, and weak liquidity profile, including meaningful revolver reliance and limited covenant headroom. The ratings are supported by the company's focus on cost reduction initiatives, including its improved manufacturing footprint consolidation, which is expected to drive improvement in EBITDA performance. The ratings are also supported by its product and end-market diversification and a blue-chip customer base. Further, Littlejohn's demonstrated support of CoActive through equity cures and their ongoing involvement in the company's liquidity management and operational restructuring partially mitigates the weak credit metrics and liquidity profile. In addition, the amendment is expected to improve the company's liquidity position. Moody's has utilized a 65% mean family recovery rate assumption reflecting an expectation for above average family recovery in a default scenario. The stable outlook reflects Moody's view that profitability and credit metrics will moderately improve in 2013 driven by new customers wins. Nevertheless, Moody's expects credit metrics to remain under pressure and the risk of a default remains significant. The ratings could be downgraded if the company fails to grow or stabilize EBITDA in 2013, liquidity weakens or asset sales are consummated at a price that indicates a lower family recovery assumption is warranted. The ratings could be upgrade if CoActive materially grows its EBITDA, improves its liquidity profile and refinances its capital structure at more sustainable leverage levels. The principal methodology used in rating CoActive was the Global Manufacturing Industry Methodology published in December 2010. Other methodologies used include Loss Given Default for Speculative-Grade Non-Financial Companies in the U.S., Canada and EMEA published in June 2009. CoActive Technologies Inc. is primarily engaged in manufacturing electronic components such as switches and controls serving a wide variety of end-markets that include off-road, consumer electronics, automobile, medical, aerospace and other industrial distribution channels. CoActive was the former Switches Business of ITT Corporation and was purchased in July 2007 by Littlejohn & Co., LLC (Littlejohn). CONDOR DEVELOPMENT: Washington State Seeks Case Dismissal --------------------------------------------------------- The State of Washington asks the U.S. Bankruptcy Court for the Western District of Washington to dismiss the Chapter 11 case of Seattle Group Ltd., a debtor-affiliate of Condor Development LLC. According to the State, among other things: -- the IRS filed a claim in the case for approximately $33,398; -- the State is owed in excess of $75,110; and -- the Debtor has been unable or unwilling to abide by the court mandated deadlines for filing a plan. About Condor Development LLC Condor Development LLC, aka Ciara Inn and Condor Management Group, operates the Comfort Inn Suites, a hotel located at SeaTac, Washington. Condor Development filed a Chapter 11 petition (Bankr. W.D. Wash. Case No. 12-13287) on March 30, 2012, in Seattle. In its schedules, the Debtor disclosed $16.4 million in total assets and $9.11 million in total liabilities. Affiliate Seattle Group also filed for Chapter 11 protection (Bankr. Case No. 12-13263) on March 30, 2012. The Debtor disclosed $15,501,088 in assets and $10,409,935 in liabilities as of the Chapter 11 filing. Vortman & Feinstein and Larry B. Feinstein initially represented the Debtors as counsel. They later withdrew from the case and were replaced by Lane Powell PC. CONDOR DEVELOPMENT: Lane Powell Replaces Vortman & Feinstein ------------------------------------------------------------ Vortman & Feinstein and Larry B. Feinstein ask the U.S. Bankruptcy Court for the Western District of Washington for authorization to withdraw as counsel for Seattle Group, Ltd, and Condor Development LLC. In this relation, Lane Powell PC and Mary Jo Heston notified the Court of their substitution as counsel for the Debtors. Lane Powell also sent an application for employment to the U.S. Trustee for review and was to file the application with the Court. Lane Powel requested that any and all future pleadings be served upon Lane Powell and Mary Jo Heston at these email addresses: Mary Jo Heston -- hestonm@lanepowell.com Denise Campbell -- campbelld@lanepowell.com Docketing-Sea@lanepowell.com About Condor Development LLC Condor Development LLC, aka Ciara Inn and Condor Management Group, operates the Comfort Inn Suites, a hotel located at SeaTac, Washington. Condor Development filed a Chapter 11 petition (Bankr. W.D. Wash. Case No. 12-13287) on March 30, 2012, in Seattle. In its schedules, the Debtor disclosed $16.4 million in total assets and $9.11 million in total liabilities. Affiliate Seattle Group also filed for Chapter 11 protection (Bankr. Case No. 12-13263) on March 30, 2012. The Debtor disclosed $15,501,088 in assets and $10,409,935 in liabilities as of the Chapter 11 filing. CPI CORP: Anticipates Excess of $20MM Net Loss in Nov. 10 Quarter ----------------------------------------------------------------- CPI Corp. says that its quarterly report on Form 10-Q for the three months ended Nov. 10, 2012, could not be filed within the prescribed time period. The Company says it was not able, without unreasonable effort and expense, to complete the preparation of its quarterly report on Form 10-Q due to its accounting for certain premises subject to operating leases. According to the Company, it has identified an error in its accounting records that resulted from the closure of thirteen (13) studio locations during the first 40 weeks of fiscal year 2012; the result of which was an understatement of Other charges. "Management is currently evaluating the financial reporting implications and determining if a material weakness existed." For the fiscal 2012 third quarter, the Company plans to report net sales of approximately $70 million, which is a 26% decrease from the prior year period, and net losses in excess of $20 million. Results of operations in the period were significantly affected by comparable store sales declines, impairments and certain other charges. The Company has experienced sizable decreases in results of operations and operating cash flows over the past year, which has resulted in significant liquidity challenges for the Company. Since late in fiscal 2011, the Company has had on-going discussions with its lenders to obtain covenant compliance waivers to cure defaults under its Credit Agreement as well as increases to the available borrowing capacity. These discussions have resulted in a number of amendments to the Credit Agreement, the most significant of which is an acceleration of the Credit Agreement's maturity date to Dec. 31, 2012, and the Company's engagement of an Investment Bank to solicit offers for a sale transaction involving the Company. As of Nov. 10, 2012, the Company was not in compliance with the Minimum Period Cumulative EBITDAR covenant under its Credit Agreement, as amended. Since that time, the Company has also fallen out of compliance with several additional covenants. According to the report, the Company is in active discussions with the lenders to secure both a short-term covenant compliance waiver to cure the existing defaults, as well as further amendments to the Credit Agreement to avoid subsequent defaults and allow sufficient time to sell the Company. "The Credit Agreement and amounts owed thereunder are due Dec. 31, 2012, and the Company does not have sufficient resources to repay amounts as they become due. If the Company is unable to secure these additional amendments to the Credit Agreement, the Company may be forced into an orderly liquidation or bankruptcy. The outcome of restructuring and sale initiatives required by the Credit Agreement, as amended, is uncertain and involves matters that are outside of the Company's control. "The Company's interim financial information has been prepared assuming that it will continue as a going concern; however, the conditions noted above raise substantial doubt about the Company's ability to do so. About CPI Corp. Headquartered in St. Louis, Missouri, CPI Corp. provides portrait photography services at more than 2,500 locations in the United States, Canada, Mexico and Puerto Rico and provides on location wedding photography and videography services through an extensive network of contract photographers and videographers. The Company reported a net loss of $39.9 million on $123.2 million of net sales for the 24 weeks ended July 21, 2012, compared with a net loss of $5.6 million on $159.5 million of net sales for the 24 weeks ended July 23, 2011. The Company's balance sheet at July 21, 2012, showed $61.0 million in total assets, $159.6 million in total liabilities, and a stockholders' deficit of $98.6 million. CPI CORP: Delays Wal-Mart Lease Payments Until April 10 ------------------------------------------------------- CPI Corp. entered into the Ninth Amendment to the Master Lease Agreement, dated as of June 8, 2007, as amended, by and between the Company and Wal-Mart Stores East, LP, Wal-Mart Stores, Inc., Wal-Mart Louisiana, LLC, Wal-Mart Stores Texas, LLC, and Wal-Mart Stores Arkansas, LLC. Among other items, this amendment provided that the Company delay lease payments due to Walmart on Dec. 10, 2012, Jan. 10, 2013, Feb. 10, 2013 and March 10, 2013, until April 10, 2013. Interest on the delayed payments is charged at a rate of 9% annually. The amendment also terminated the 2013 deferred payment arrangement stipulated in the Eighth Amendment to the Master Lease Agreement, which was entered into on May 31, 2012. A copy of the 9th Amendment is available for free at: http://is.gd/xuaWSd About CPI Corp. Headquartered in St. Louis, Missouri, CPI Corp. provides portrait photography services at more than 2,500 locations in the United States, Canada, Mexico and Puerto Rico and offers on location wedding photography and videography services through an extensive network of contract photographers and videographers. For the 24 weeks ended July 21, 2012, the Company reported a net loss of $39.93 million on $123.24 million of net sales. The Company reported a net loss of $56.86 million for the fiscal year ended Feb. 4, 2012, compared with net income of $11.90 million for the fiscal year ended Feb. 5, 2011. KPMG LLP, in St. Louis, Missouri, issued a "going concern" qualification on the consolidated financial statements for the period ended Feb. 4, 2012, noting that the Company has suffered a significant loss from operations, is not in compliance with the financial covenants under its credit agreement, and has a net capital deficiency, all of which raise substantial doubt about its ability to continue as a going concern. The Company's balance sheet at July 21, 2012, showed $61.04 million in total assets, $159.63 million in total liabilities, and a $98.59 million total stockholders' deficit. Bankruptcy Warning "Management is implementing plans to improve liquidity through improvements to results from operations, store closures, cost reductions and operational alternatives," the Company said in its quarterly report for the period ended July 21, 2012. "However, there can be no assurance that we will be successful with our plans or that our future results of operations will improve. If sales trends do not improve, our available liquidity from cash flows from operations will be materially adversely affected. There can be no assurance that we will be able to improve cash flows from operations, or that we will be able to comply with the terms of the Second Amendment. Therefore, there can be no guarantee that our existing sources of cash and our future cash flows from operations will be adequate to meet our liquidity requirements, including cash requirements that are due under the Credit Agreement and that are needed to fund our business operations. If we are unable to address our liquidity shortfall or comply with the terms of our Credit Agreement, as amended, then our business and operating results would be materially adversely affected, and the Company may then need to curtail its business operations, reorganize its capital structure, or liquidate." The Company further stated that should it not be able to sell its business by Dec. 31, 2012, it could be forced to seek additional financing, which may not be available, curtail its business operations or reorganize its capital structure, or be forced into bankruptcy. CROSSOVER FINANCIAL: Renews NavPoint Contract Until 2013 -------------------------------------------------------- Crossover Financial I, LLC, asks the Bankruptcy Court for the District of Colorado for authorization to amend its application to employ Matt Call and NavPoint Real Estate Group as real estate broker, and to approve a listing contract. On Nov. 29, 2011, the Debtor filed an application to appoint and employ real estate broker, and approved listing contract. The original application sought approval to employ the real estate broker without a general retainer, on a commission basis, and sought approval to enter into an exclusive right to sell listing contract. The contract provided for a sale commission of 5% of the gross purchase price (6% if a cooperative broker is involved) out of the gross proceeds of any completed sale of the property. The agreement to amend/extend contract with broker, among other things (i) modifies the listing price to "negotiable;" (ii) provides for the solicitation of offers for smaller groups of lots; and (iii) extends the listing period through Nov. 1, 2013. The amendment is also in response to objections filed by Philip P. and Nancy L. DeCelles and Ross Reineke. In general, the objections did not address the employment of a real estate broker but the potential future sale of the property and the fact that DeCelles and Reineke filed motions to dismiss the bankruptcy. The Debtor requires the services of a real estate broker to market the property for sale. The Debtor's property includes certain real property located in El Paso County, Colorado, described as: 1. Parcel A -- the southwest quarter and the west half of the southeast quarter of Section 19, Township 11 South, Range 66 West Of The 6th P.M., County of El Paso, State of Colorado. 2. Parcel B -- the east half of the of the southeast quarter of Section 24, Township 11 South, Range 66 West of The 6th P.M., County of El Paso, State of Colorado. 3. Parcel C -- the northeast quarter of the northeast quarter of Section 25, Township 11 South, Range 66 West of the 6th P.M., County of El Paso, State of Colorado. 4. Parcel D -- the north half of the northwest quarter of Section 30, Township 11 South, Range 66 West of the 6th P.M., County of El Paso, State of Colorado. The Debtor proposes to pay to the real estate broker a sale commission of 5% of the gross purchase price (6% if a cooperative broker is involved) out of the gross proceeds of any completed sale of such property upon separate application and approval of the Court. To the best of the Debtor's knowledge, Matt Call of NavPoint Real Estate Group assures the Court that Mr. Call is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. About Crossover Financial I Crossover Financial I, LLC, based in Elizabeth, Colorado, was formed on Aug. 12, 2005. Mitchell B. Yellen is the manager and sole member. The Company was formed for the purpose of raising funds through a Private Placement Memorandum to be loaned to an entity known as HPR, LLC, in connection with the acquisition and development of 440 acres of real property located near Monument, Colorado. HPR consisted of three members: Colorado Commercial Builders, Inc. (37.5%); DJT, LLC (20.0%); and Yellen Family Partnership, LLLP (42.5%). Mitchell Yellen held an interest in the Yellen Family Partnership, LLLP. The project stalled primarily as a result of a collapse in the residential real estate development market in 2007 and potential developers pulled out of the project. There has been no further development activity on the Real Property since 2007. Faced with the prospect of a lengthy foreclosure proceeding, the Debtor entered into to an agreement with HPR whereby the Real Property was transferred to the Debtor by way of a deed-in-lieu of foreclosure. Upon acquiring the Real Property, the Debtor attempted to bring in additional developers to continue the project but those efforts were unsuccessful. The Company filed for Chapter 11 bankruptcy (Bankr. D. Colo. Case No. 11-24257) on June 15, 2011. Judge Sidney B. Brooks presides over the case. Stephen C. Nicholls, Esq., at Nicholls & Associates, P.C., in Denver, serves as bankruptcy counsel. In its petition, the Debtor estimated assets and debts of $10 million to $50 million. The petition was signed by Mitchell B. Yellen. Karen McClaflin of Home Source Realty, LLC, Colorado acts as real estate broker for the Estate. A Chapter 11 Plan dated Oct. 28, 2011, contemplates a Section 363 sale of the Debtor's real property. After the payment of allowed administrative expenses, proceeds of sale will distributed in accordance with the confirmed plan of reorganization. Holders of the Debtor's promissory notes in Class 5, owed $21,452,000, represent the majority of the Debtor's creditors. The noteholders will receive the balance of the proceeds of sale of the Real Property on a pro rata basis after the payment of unclassified administrative expenses and secured claims against the Real Property. Holders of general unsecured claims are not expected to receive distributions under the Plan. A hearing on the Plan is set for Jan. 9, 2013, at 9:00 a.m. An official unsecured creditors committee has not been appointed. DAZ VINEYARDS: Court Confirms Fourth Amended Plan ------------------------------------------------- Judge Robin Riblet has confirmed Daz Vineyard LLC's Fourth Amended Chapter 11 Plan of Reorganization dated Aug. 9, 2012. The confirmed plan provides for full payment to priority tax claims over 28 months, rather than the 36 months proposed by the Debtor. In the Disclosure Statement, the Debtor said that after it has made adjustments to its business operations, it believes it has attained sufficient profitability to sustain the necessary payments to fund the Plan through operations alone. The Debtor also said it has negotiated Plan treatment with most of its secured creditors. Secured creditor Investors Warranty, impaired under the Plan, will be paid in full in accordance with a loan modification agreement dated Feb. 28, 2011. Silicon Valley Bank will be paid in full with interest at 7% per annum in quarterly payments of $12,000, and will receive the remaining balance in March 1, 2015. Other secured creditors will also receive payments in instalments and will receive full payment within one year to three years. Holders of unsecured claims ($515,500 undisputed plus $4.279 million disputed) will share payments totaling $120,00 payable at $8,000 per quarter commencing 3 months after the effective date and every three months thereafter. Creditors will receive between 10% and 23% of their unsecured claims, depending on the success of the claims objection. Holders of membership interests in the Debtor will retain their interests. A copy of the Disclosure Statement dated June 7, 2012, is available at http://bankrupt.com/misc/DAZ_Vineyards_DS_060712.pdf A status conference with regards to the confirmed plan will be held on Feb. 15, 2013, at 10:00 a.m. About DAZ Vineyards Los Olivos, California-based DAZ Vineyards, LLC, a producer of grapes and manufacturer and seller of fine wines doing business as Demetria Estate Winery, filed for Chapter 11 bankruptcy protection (Bankr. C.D. Calif. Case No. 10-10689) on Feb. 15, 2010. William C. Beall, Esq., at Beall and Burkhardt, serves as the Debtor's bankruptcy counsel. In its schedules, the Debtor disclosed $32,071,232 in assets and $11,418,337 in liabilities. DETROIT, MI: Michigan Appoints Financial Review Team ---------------------------------------------------- American Bankruptcy Institute reports that Michigan Governor Rick Snyder on Dec. 18 appointed a financial review team for Detroit. American Bankruptcy Institute, citing Detroit News, also reports that Detroit may be teetering toward bankruptcy, but nearly one in six police officers and firefighters are simultaneously collecting paychecks and pensions. As reported in the Troubled Company Reporter on Dec. 12, 2012, Detroit News said that preparations are being made in the office of the Governor of Michigan for a managed bankruptcy for Detroit. The plans are proceeding even as the state treasury sets about another financial review of the city's finances, the newspaper said. The bankruptcy contingency plan "assumes that the state's financial review would find severe financial distress in Detroit," and that the mayor and council of the city would be unable to pass restructuring measures, the newspaper reported. DIAL GLOBAL: Deregisters 2.4 Million Common Shares Under Plans -------------------------------------------------------------- Dial Global, Inc., filed with the U.S. Securities and Exchange Commission a post-effective amendment no.1 to the Form S-8 to remove from registration all of the securities registered which remain unsold under the following registration statements: (1) Registration Statement No. 333-170626 registering 2,604,000 shares of the Company's Class A Common Stock authorized for issuance in connection with (i) the potential exercise of stock options, and (ii) restricted stock, restricted stock units and other equity awards, in each case, under the Westwood One, Inc., 2010 Equity Compensation Plan; and (2) Registration Statement No. 333-178701 registering 8,513,052 shares of the Common Stock authorized for issuance pursuant to the potential exercise of stock options issued under the Dial Global 2011 Stock Option Plan. As of Dec. 19, 2012, the Company estimates that (1) 1,615,408 shares of the common stock registered under the 2010 Plan remain unsold and (2) 761,827 shares of the common stock registered in connection with the 2011 Plan remain unsold. Dial Global, Inc., headquartered in New York City, is an independent, full-service network radio company that distributes, produces, and/or syndicates programming and services to more than 8,500 radio stations nationwide. The Company produces and/or distributes over 200 news, sports, music, talk and entertainment radio programs, services and digital applications, as well as audio content from live events, turn-key music formats (the 24/7 Radio Formats), prep services, jingles and imaging. In addition, the Company is the largest sales representative for independent third party providers of audio content. The Company has no operations outside the United States, but sells to customers outside of the United States. The Company's balance sheet at Sept. 30, 2012, showed $380.9 million in total assets, $385.2 million in total liabilities, $10.5 million of Series A Preferred Stock, and a stockholders' deficit of $14.8 million. "If an event of default under the Credit Facilities occurs and results in an acceleration of the Credit Facilities, a material adverse effect on us and our results of operations would likely result or we may be forced to (1) attempt to restructure our indebtedness, (2) cease our operations or (3) seek protection under applicable state or federal laws, including but not limited to, bankruptcy laws. If one or more of foregoing events were to occur, this would 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. DOWNTOWN MISSION: Moody's Affirms 'Ba1' Rating on Sr. Rev. Bonds ---------------------------------------------------------------- Moody's Investors Service has affirmed the Downtown Phoenix Hotel Corporation's $156.71 million Series 2005A Senior Revenue Bonds at Ba1 rating and revised the outlook to stable from negative. The rating on the corporation's $164.425 million Series 2005B Subordinate Revenue Bonds and $28.865 million Subordinate Revenue Bonds Taxable Series 2005C were affirmed at A2 rating with a stable outlook. The Series 2005 Bonds were initially issued to construct and furnish the 1,000-room full service headquarters Sheraton hotel located near the Phoenix's recently expanded convention center. The hotel started operations in October 2008 as expected. The Series 2005B and 2005C subordinate bonds have different security provisions that provide substantial support from the City of Phoenix (GO rated Aa1/Stable outlook) in the form of city sports facilities taxes in the event that hotel revenues are insufficient for subordinated debt service. Rating Rationale The senior Ba1 rating is based on the convenient location of the hotel in the downtown area, its proximity to the Phoenix Convention Center, and the hotel's supportive liquidity. The rating also reflects the hotel's exposure to the stagnant and highly competitive market and the volatile nature of the local lodging industry. The subordinate A2 rating reflects the availability of city support in the form of sports facilities taxes for the subordinate bonds. Outlook The stable outlook for senior bonds is based upon Moody's expectation that over the next 12 to 18 months the hotel will likely continue to operate at current levels. The stable outlook on the subordinate bonds continues to reflect the city's growing sports facilities tax revenues. What Could Change the Rating - Up The senior bond rating could go up if the hotel improves its revenue per available room levels to reach 2.00 times senior debt service coverage ratios. The subordinate bond rating could go up if the sport facilities taxes experience substantial growth. What Could Change the Rating - Down The senior bond rating could face further downward pressure if the operating performance of the hotel declines further and results in narrower financial margins and lower debt service coverage ratios. The subordinate bond rating could be pressured downward if tax revenues decline and the subordinate debt service payments have to rely on hotel revenues to cover payments. Strengths: * The hotel is located near the Phoenix Convention Center, and is centrally located within walking distance to the city's downtown entertainment districts * The hotel has ample reserves for senior bonds and available funds for subordinate bonds * Subordinate bonds benefit from the availability of substantial city support in the form of sports facilities taxes that are projected to exceed subordinated debt service requirements * Strong management provided by Starwood Hotels, marketing of the facility by the Greater Phoenix Convention, and Visitor's Bureau help the hotel maintain its competitiveness against the large supply of hotels in the area Challenges: * Hotel is operating in a volatile and highly competitive industry and is vulnerable to regional and national economic downturns * Sheraton Phoenix is recovering slower than the Metro Phoenix area in terms of occupancy and RevPaR levels * The demand had declined drastically in Phoenix due to economic conditions resulting in lower than expected performance for the convention center and the hotel. The decline has stabilized, however the recovery has been stagnant resulting in weak financial performance in 2011 Rating Methodology The principal methodology used in this rating was Generic Project Finance Methodology published in December 2010. DRINKS AMERICAS: Delays Form 10-Q for October 31 Quarter -------------------------------------------------------- Drinks Americas Holdings, Ltd., notified the U.S. Securities and Exchange Commission that it will be delayed in filing its quarterly report on Form 10-Q for the period ended Oct. 31, 2012. The Company said that the compilation, dissemination and review of the information required to be presented in the Form 10-Q for the relevant period has imposed time constraints that have rendered timely filing of the Form 10-Q impracticable without undue hardship and expense to the Company. The Company undertakes the responsibility to file that quarterly report no later than five days after its original due date. The Company anticipates a significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the Form 10-Q. The Company anticipates its results of operations to reflect an increase in gross margin for the three month period ended Oct. 31, 2012, from the three month period ended Oct. 31, 2011. The increase in gross margin is attributable to the transition in business model with the addition of distribution rights acquired from Worldwide Beverage Imports, LLC, in addition to a premium product selling strategy targeting premium price points for products, low overhead and targeted marketing. Furthermore, the Company anticipates its results of operations to reflect an increase in total operating expenses. The increase in expenses were attributable to increased sales commissions, marketing and sales expenses related to an increase in revenues and brand ambassadors and selling staff associated with the companies increased sales. About Drinks Americas Headquartered in Wilton, Conn., Drinks Americas Holdings, Ltd. -- http://www.drinksamericas.com/-- through its majority-owned subsidiaries, Drinks Americas, Inc., Drinks Global, LLC, D.T. Drinks, LLC, and Olifant U.S.A Inc., imports, distributes and markets unique premium wine and spirits and alcoholic beverages associated with icon entertainers, celebrities and destinations, to beverage wholesalers throughout the United States. The Company reported a net loss of $4.58 million on $497,453 of net sales for the year ended April 30, 2011, compared with a net loss of $5.61 million on $890,380 of net sales during the prior year. After auditing the fiscal 2011 financial statements, Bernstein & Pinchuk, in 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 significant losses from operations since its inception and has a working capital deficiency. The Company's balance sheet at July 31, 2012, showed $6.24 million in total assets, $4.55 million in total liabilities and $1.68 million in total equity. EASTMAN KODAK: Court Approves Cancellation of Samsung Deal ---------------------------------------------------------- Lisa Uhlman at Bankruptcy Law360 reports that U.S. Bankruptcy Judge Allan L. Gropper on Dec. 19 approved a deal ending certain terms of Eastman Kodak Co.'s inkjet printer supply agreement with Samsung Electronics Co. Ltd., with Samsung agreeing to pay the Debtor $36.9 million in subsidies and reimbursement. Bankruptcy Law360 relates that Judge Gropper granted Kodak's Dec. 10 motion for approval of the settlement, which brings to an end the so-called master consumer inkjet printer business agreement between the two companies. About Eastman Kodak Rochester, New York-based Eastman Kodak Company and its U.S. subsidiaries on Jan. 19, 2012, filed voluntarily Chapter 11 petitions (Bankr. S.D.N.Y. Lead Case No. 12-10202) in Manhattan. Subsidiaries outside of the U.S. were not included in the filing and are expected to continue to operate as usual. Kodak, founded in 1880 by George Eastman, was once the world's leading producer of film and cameras. Kodak sought bankruptcy protection amid near-term liquidity issues brought about by steeper-than-expected declines in Kodak's historically profitable traditional businesses, and cash flow from the licensing and sale of intellectual property being delayed due to litigation tactics employed by a small number of infringing technology companies with strong balance sheets and an awareness of Kodak's liquidity challenges. In recent years, Kodak has been working to transform itself from a business primarily based on film and consumer photography to a smaller business with a digital growth strategy focused on the commercialization of proprietary digital imaging and printing technologies. Kodak has 8,900 patent and trademark registrations and applications in the United States, as well as 13,100 foreign patents and trademark registrations or pending registration in roughly 160 countries. Attorneys at Sullivan & Cromwell LLP and Young Conaway Stargatt & Taylor, LLP, serve as counsel to the Debtors. FTI Consulting, Inc., is the restructuring advisor. Lazard Freres & Co. LLC, is the investment banker. Kurtzman Carson Consultants LLC is the claims agent. The Official Committee of Unsecured Creditors has tapped Milbank, Tweed, Hadley & McCloy LLP, as its bankruptcy counsel. Michael S. Stamer, Esq., David H. Botter, Esq., and Abid Qureshi, Esq., at Akin Gump Strauss Hauer & Feld LLP, represent the Unofficial Second Lien Noteholders Committee. The Retirees Committee has hired Haskell Slaughter Young & Rediker, LLC, and Arent Fox, LLC as Co-Counsel; Zolfo Cooper, LLC, as Bankruptcy Consultants and Financial Advisors; and the Segal Company, as Actuarial Advisors. Robert J. Stark, Esq., Andrew Dash, Esq., and Neal A. D'Amato, Esq., at Brown Rudnick LLP, represent Greywolf Capital Partners II; Greywolf Capital Overseas Master Fund; Richard Katz, Kenneth S. Grossman; and Paul Martin. EASTMAN KODAK: Global OLED Sues Over Ownership of 18 Patents ------------------------------------------------------------ Lisa Uhlman at Bankruptcy Law360 reports that Global OLED Technology LLC hit Eastman Kodak Co. with a lawsuit in New York bankruptcy court Dec. 19 seeking a declaratory judgment that 18 patents Kodak has laid claim to actually belong to GOT, which said it bought the patents in a 2009 deal. GOT, an owner and licensor of a portfolio of about 2,200 organic light-emitting diode patents and patent applications, said it's seeking to establish ownership of the patents, which it acquired from Kodak in connection with the purchase of the company's OLED business, according to Bankruptcy Law360. About Eastman Kodak Rochester, New York-based Eastman Kodak Company and its U.S. subsidiaries on Jan. 19, 2012, filed voluntarily Chapter 11 petitions (Bankr. S.D.N.Y. Lead Case No. 12-10202) in Manhattan. Subsidiaries outside of the U.S. were not included in the filing and are expected to continue to operate as usual. Kodak, founded in 1880 by George Eastman, was once the world's leading producer of film and cameras. Kodak sought bankruptcy protection amid near-term liquidity issues brought about by steeper-than-expected declines in Kodak's historically profitable traditional businesses, and cash flow from the licensing and sale of intellectual property being delayed due to litigation tactics employed by a small number of infringing technology companies with strong balance sheets and an awareness of Kodak's liquidity challenges. In recent years, Kodak has been working to transform itself from a business primarily based on film and consumer photography to a smaller business with a digital growth strategy focused on the commercialization of proprietary digital imaging and printing technologies. Kodak has 8,900 patent and trademark registrations and applications in the United States, as well as 13,100 foreign patents and trademark registrations or pending registration in roughly 160 countries. Attorneys at Sullivan & Cromwell LLP and Young Conaway Stargatt & Taylor, LLP, serve as counsel to the Debtors. FTI Consulting, Inc., is the restructuring advisor. Lazard Freres & Co. LLC, is the investment banker. Kurtzman Carson Consultants LLC is the claims agent. The Official Committee of Unsecured Creditors has tapped Milbank, Tweed, Hadley & McCloy LLP, as its bankruptcy counsel. Michael S. Stamer, Esq., David H. Botter, Esq., and Abid Qureshi, Esq., at Akin Gump Strauss Hauer & Feld LLP, represent the Unofficial Second Lien Noteholders Committee. The Retirees Committee has hired Haskell Slaughter Young & Rediker, LLC, and Arent Fox, LLC as Co-Counsel; Zolfo Cooper, LLC, as Bankruptcy Consultants and Financial Advisors; and the Segal Company, as Actuarial Advisors. Robert J. Stark, Esq., Andrew Dash, Esq., and Neal A. D'Amato, Esq., at Brown Rudnick LLP, represent Greywolf Capital Partners II; Greywolf Capital Overseas Master Fund; Richard Katz, Kenneth S. Grossman; and Paul Martin. EDISON MISSION: Fitch Lowers Issuer Default Rating to 'D' --------------------------------------------------------- Fitch Ratings has downgraded Edison Mission Energy (EME) and Midwest Generation LLC's (MWG) long-term Issuer Default Ratings (IDR) to 'D' from 'C'. The rating action reflects the Dec. 17, 2012 filing by EME and 16 of its subsidiaries for protection under Chapter 11 of the United States Bankruptcy Code. Fitch has also affirmed EME's senior unsecured debt and Recovery Ratings at 'C' and 'RR5', respectively. Approximately $3.7 billion of long-term, senior unsecured debt is affected by the rating action. EME is a wholly-owned subsidiary of Edison International (EIX; IDR 'BBB'; Outlook Stable). The ratings of EIX and its core operating utility subsidiary, Southern California Edison (SCE), are not affected by the rating action. EIX has managed EME on a stand-alone basis. Fitch does not expect any direct financial exposure to result from the anticipated EME bankruptcy. Similarly, SCE operations are separate from EIX and EME consistent with prevailing California Public Utilities Commission regulations. 'C' is the lowest rating assigned to debt instruments in Fitch's rating scale. The 'RR5' Recovery Rating is based on a recovery level of approximately 11% to 30% of principal claims by senior unsecured creditors. ENGLOBAL INC: Extends Forbearance with Lenders Until April 30 ------------------------------------------------------------- ENGlobal Corporation entered into a Second Amendment to Revolving Credit and Security Agreement, Waiver and Forbearance Extension with PNC Bank, National Association, as administrative agent for the lenders. The extension will be in place through April 30, 2013, and requires ENGlobal's compliance with certain terms and conditions. This extended period is expected to allow ENGlobal's management sufficient time to see the results of the implementation of its business improvement plan. ENGlobal has hired a management consultant and subsequently developed a plan to restore the Company's compliance with the revolving credit facility. Under the terms of the Second Amendment, the maximum revolving amount will be reduced from $35,000,0000 beginning on Feb. 1, 2013, as follows: $31,500,000 for the period from Feb. 1, 2013, through and including April 29, 2013, and $26,500,000 for the period from April 30, 2013 through and including the last day of the term, which is presently May 29, 2015. A copy of the Second Amendment is available for free at: http://is.gd/IF3c7H About ENGlobal ENGlobal ENG -- http://www.ENGlobal.com/-- founded in 1985, is a provider of engineering and related project services principally to the energy sector throughout the United States and internationally. ENGlobal operates through three business segments: Automation, Engineering & Construction, and Field Solutions. ENGlobal's Automation segment provides services related to the design, fabrication & implementation of process distributed control and analyzer systems, advanced automation, and related information technology. EPAZZ INC: Incurs $1.6 Million Net Loss in Third Quarter -------------------------------------------------------- EPazz, Inc., filed with the U.S. Securities and Exchange Commission its quarterly report on Form 10-Q disclosing a net loss of $1.66 million on $308,881 of revenue for the three months ended Sept. 30, 2012, compared with a net loss of $121,789 on $205,724 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 $1.77 million on $856,248 of revenue, compared with a net loss of $68,334 on $646,023 of revenue for the same period a year ago. The Company's balance sheet at Sept. 30, 2012, showed $1.42 million in total assets, $1.98 million in total liabilities and a $561,200 total stockholders' deficit. "[T]he Company has incurred recurring losses from operations resulting in an accumulated deficit of $(3,985,748), and as of September 30, 2012, the Company's current liabilities exceeded its current assets by $770,876 and its total liabilities exceeded its total assets by $561,200. These factors raise 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/03fvYK About EPAZZ Inc. Chicago, Ill.-based EPAZZ, Inc., was incorporated in the State of Illinois on March 23, 2000, to create software to help college students organize their college information and resources. The idea behind the Company was that if the information and resources provided by colleges and universities was better organized and targeted toward each individual, the students would encounter a personal experience with the college or university that could lead to a lifetime relationship with the institution. This concept is already used by business software designed to retain relationships with clients, employees, vendors and partners. In its report on the financial statements for 2011, Lake & Associates CPA's LLC, in Schaumburg, Illinois, expressed substantial doubt as to the Company's ability to continue as a going concern. The independent auditors noted that the Company has a significant accumulated deficit and continues to incur losses. The Company's viability is dependent upon its ability to obtain future financing and the success of its future operations. The Company reported a net loss of $336,862 in 2011, compared with net income of $120,785 in 2010. Bankruptcy Warning The Company said in its 2011 annual report that it cannot be certain that any financing will be available on acceptable terms, or at all, and the Company's failure to raise capital when needed could limit its ability to continue and expand its business. The Company intends to overcome the circumstances that impact its ability to remain a going concern through a combination of the commencement of additional revenues, of which there can be no assurance, with interim cash flow deficiencies being addressed through additional equity and debt financing. The Company's ability to obtain additional funding for the remainder of the 2012 year and thereafter will determine its ability to continue as a going concern. There can be no assurances that these plans for additional financing will be successful. Failure to secure additional financing in a timely manner to repay the Company's obligations and supply the Company sufficient funds to continue its business operations and on favorable terms if and when needed in the future could have a material adverse effect on its financial performance, results of operations and stock price and require the Company to implement cost reduction initiatives and curtail operations. Furthermore, additional equity financing may be dilutive to the holders of the Company's common stock, and debt financing, if available, may involve restrictive covenants, and strategic relationships, if necessary to raise additional funds, and may require that the Company relinquish valuable rights. In the event that the Company is unable to repay its current and long-term obligations as they come due, the Company could be forced to curtail or abandon its business operations, or file for bankruptcy protection; the result of which would likely be that the Company's securities would decline in value or become worthless. FIRST PLACE: Bayard P.A. Approved as Delaware Counsel ----------------------------------------------------- The U.S. Bankruptcy Court for the District of Delaware authorized First Place Financial Corp., to employ Bayard, P.A. as Delaware counsel. To the best of the Debtor's knowledge, Bayard is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. About First Place First Place Financial Corp. is a $3.1 billion financial services holding company, based in Warren, Ohio. The First Place bank subsidiary isn't in bankruptcy. 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., is the claims and notice agent. FIRST PLACE: FTI Consulting Approved as Financial Advisor --------------------------------------------------------- The U.S. Bankruptcy Court for the District of Delaware authorized First Place Financial Corp., to employ FTI Consulting, Inc., to provide financial advisory assistance. The hourly rates of FTI Consulting's personnel are: senior managing director at $780 to $895, director/managing director at $560 to $745, consultant/ senior consultant $280 to $530 and administration/ paraprofessional $115 to $230. To the best of the Debtor's knowledge, FTI is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. About First Place First Place Financial Corp. is a $3.1 billion financial services holding company, based in Warren, Ohio. The First Place bank subsidiary isn't in bankruptcy. 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., is the claims and notice agent. FIRST PLACE: Holdco Inc. OK'd as Committee's Financial Advisor -------------------------------------------------------------- The U.S. Bankruptcy Court for the District of Delaware authorized the Official Committee of Trust Preferred Securities in the Chapter 11 case of First Place Financial Corp., to retain Holdco Inc., as its financial advisor. As reported in the Troubled Company Reporter on Dec. 5, 2012, the hourly rates of Holdco Advisors' personnel are: managing director at $350 to $400 and analyst at $250. Holdco will not be entitled to indemnification, contribution, or reimbursement pursuant to the engagement letter for services. About First Place First Place Financial Corp. is a $3.1 billion financial services holding company, based in Warren, Ohio. The First Place bank subsidiary isn't in bankruptcy. 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., is the claims and notice agent. FIRST PLACE: Kirkland & Ellis Approved as Committee's Counsel ------------------------------------------------------------- The U.S. Bankruptcy Court for the District of Delaware authorized the Official Committee of Trust Preferred Securities in the Chapter 11 case of First Place Financial Corp., to retain Kirkland & Ellis LLP as its counsel. As reported in the Troubled Company Reporter on Dec. 5, 2012, the hourly rates of K&E's personnel are: partner at $710 to $1,445, of counsel at $595 to $1,145, associate at $390 to $840 and paraprofessional at $155 to $340. About First Place First Place Financial Corp. is a $3.1 billion financial services holding company, based in Warren, Ohio. The First Place bank subsidiary isn't in bankruptcy. 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., is the claims and notice agent. FORT LAUDERDALE BOATCLUB: Files First Amended Disclosure Statement ------------------------------------------------------------------ Fort Lauderdale BoatClub, Ltd., has filed a first amended disclosure statement in support of its reorganization plan dated Nov. 28, 2012. The classification and treatment of claims under the plan are: A. Class 1 (Allowed Priority Claims) will be paid in full on the later of: (i) the Effective Date; or (ii) the date of a Final Order allowing such Priority Claim. B. Class 2 (Allowed Secured Claim of EverBank) will be paid and satisfied by the Debtor after the Effective Date in accordance with the Restructured Loan Instruments. C. Class 3 (Allowed General Unsecured Claims) will be satisfied by periodic Distributions to the holders of each Allowed Unsecured Claim on a pro rata basis with the holders of all Allowed Unsecured Claims in this Class 3. The initial Distribution to holders of Allowed Unsecured Claims will be made from the Available Cash generated from and constituting property of the Estate within 20 days after the Effective Date by the Reorganized Debtor and all future Distributions will be made from the Reorganized Debtor on the respective Distribution Dates. The initial Distribution will be in the amount of $4,166 and subsequent Distributions will be monthly in the amount of $4,166 for a period of 24 months, but not to exceed $100,000. E. Class 4 (Allowed Subordinated Claims) will be satisfied by periodic Distributions to the holders of such Allowed Subordinated Claims on a pro-rata basis with the holders of all Allowed Subordinated Insider Claims in Class 4. F. Class 5 (Allowed Equity Interests) will be extinguished and canceled as of the Effective Date and New Partnership Interests in the Reorganized Debtor shall be issued on the Effective Date. A full-text copy of the disclosure statement is available for free at http://bankrupt.com/misc/FORT_LAUDERDALE_ds_1amended.pdf About Fort Lauderdale BoatClub Naples, Florida-based Fort Lauderdale BoatClub, Ltd., owns a fully developed and operational marina facility formerly known as Jackson Marine Center in Fort Lauderdale. The marina, which has a 12-acre prime intracoastal waterway real estate, is being leased to G. Robert Toney & Associates Inc. doing business as National Liquidators, for $75,000 per month (reduced from the previous rate $160,000 per month). The Company filed for Chapter 11 protection (Bankr. S.D. Fla. Case No. 12-28776) on Aug. 2, 2012. Bankruptcy Judge Raymond B. Ray presides over the cases. Barry P. Gruher, Esq., and Mariaelena Gayo-Guitian, Esq., at Genovese Joblove & Battista, P.A., in Fort Lauderdale, Fla., represent the Debtor in its restructuring effort. The Debtor has scheduled assets of $13,483,209 and liabilities of $10,340,756. The petition was signed by Edward J. Ruff, president. In October 2012, the United States Trustee said an official committee under 11 U.S.C. Sec. 1102 has not been appointed in the bankruptcy case of Fort Lauderdale BoatClub, Ltd. The U.S. Trustee attempted to solicit creditors interested in serving on the Unsecured Creditors' Committee from the 20 largest unsecured creditors. After excluding governmental units, secured creditors and insiders, the U.S. Trustee has been unable to solicit sufficient interest in serving on the Committee. The U.S. Trustee reserves the right to appoint such a committee should interest developed among the creditors. FREEDOM COMMS: NY Court Clears French Bank From Debt Buyer's Costs ------------------------------------------------------------------ Eric Hornbeck at Bankruptcy Law360 reports that a French bank that sold its stake in a $300 million Freedom Communications Inc. loan can avoid for now paying the defense costs of the stake's buyer, which is fighting over proceeds now that Freedom has emerged from bankruptcy, a New York state appeals court has ruled. Bankruptcy Law360 relates that Credit Industriel et Commercial, an affiliate of France's Credit Mutuel, doesn't have to pay the litigation costs of Luxor Capital LLC even though CIC never funded its $4.5 million share of the $300 million loan, a four-judge panel said. About Freedom Communications Freedom Communications, headquartered in Irvine, Calif., is a national privately owned media company operating print publications, broadcast television stations and interactive businesses. Freedom Communications filed for Chapter 11 protection (Bankr. D. Del. Case No. 09-13046) on Sept. 1, 2009. Attorneys at Young Conaway Stargatt & Taylor, and Latham & Watkins LLP served as Chapter 11 counsel. Houlihan, Lokey, Howard & Zukin, Inc., served as financial advisors while AlixPartners LLC served as restructuring consultants. Logan & Co. served as claims and notice agent. Freedom Communications had $757 million in assets against debts of $1.077 billion as of July 31, 2009. The Bankruptcy Court confirmed Freedom' Plan of Reorganization on March 9, 2010. The Plan became effective April 30, 2010. The Plan, which was supported by the Steering Committee of the Company's secured lenders and the Official Committee of Unsecured Creditors, eliminated $450 million of debt from Freedom's balance sheet. Creditors, led by JPMorgan Chase, agreed to cut the debt by nearly 60% to $325 million in return for control of the Company. FRONTIER HEALTHCARE: Voluntary Chapter 11 Case Summary ------------------------------------------------------ Debtor: Frontier Healthcare Group, L.L.C. 3221 Collinsworth Street, Suite 200 Fort Worth, TX 76107 Bankruptcy Case No.: 12-46842 Chapter 11 Petition Date: December 17, 2012 Court: U.S. Bankruptcy Court Northern District of Texas (Ft. Worth) Judge: Russell F. Nelms Debtor's Counsel: J. Robert Forshey, Esq. FORSHEY & PROSTOK, LLP 777 Main Street, Suite 1290 Ft. Worth, TX 76102 Tel: (817) 877-8855 E-mail: jrf@forsheyprostok.com - and - Lynda L. Lankford, Esq. FORSHEY & PROSTOK, LLP 777 Main Street, Suite 1290 Fort Worth, TX 76102 Tel: (817) 878-2022 Fax: (817) 877-4151 E-mail: llankford@forsheyprostok.com Estimated Assets: $0 to $50,000 Estimated Debts: $1,000,001 to $10,000,000 The Company did not file a list of creditors together with its petition. The petition was signed by Albert Schwarzer, managing member. Affiliate that filed a separate Chapter 11 petition: Entity Case No. Petition Date ------ -------- ------------- Winnie Community Hospital, L.L.C. 12-46841 12/17/12 GARLOCK SEALING: McKarcher Leaves Covington, Withdraws as Counsel ----------------------------------------------------------------- The U.S. Bankruptcy Court for the Western District of North Carolina authorized Joshua D. McKarcher to withdraw as special counsel for Garlock Sealing Technologies LLC, et al. Mr. McKarcher, in its motion, stated that he is leaving Covington & Burling LLP, to move to Washington State. The Court also directed the Clerk of Court to remove Mr. McKarcher from all service lists in the case, including CM/ECF electronic notice. The Debtors will continue to be represented by Mr. McKarcher's colleagues at Covington & Burling LLP, which is serving as special insurance counsel to the Debtors. About Garlock Sealing Headquartered in Palmyra, New York, Garlock Sealing Technologies LLC is a unit of EnPro Industries, Inc. (NYSE: NPO). For more than a century, Garlock has been helping customers efficiently seal the toughest process fluids in the most demanding applications. On June 5, 2010, Garlock filed a voluntary Chapter 11 petition (Bankr. W.D. N.C. Case No. 10-31607) in Charlotte, North Carolina, to establish a trust to resolve all current and future asbestos claims against Garlock under Section 524(g) of the U.S. Bankruptcy Code. The Debtor estimated $500 million to $1 billion in assets and up to $500 million in debts as of the Petition Date. Affiliates The Anchor Packing Company and Garrison Litigation Management Group, Ltd., also filed for bankruptcy. Albert F. Durham, Esq., at Rayburn Cooper & Durham, P.A., represents the Debtor in their Chapter 11 effort. Garland S. Cassada, Esq., at Robinson Bradshaw & Hinson, serves as counsel for asbestos matters. The Official Committee of Asbestos Personal Injury Claimants in the Chapter 11 cases is represented by Travis W. Moon, Esq., at Hamilton Moon Stephens Steele & Martin, PLLC, in Charlotte, NC, Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, in New York, and Trevor W. Swett III, Esq., Leslie M. Kelleher, Esq., and Jeanna Rickards Koski, Esq., in Washington, D.C. 20005. Joseph W. Grier, III, the Court-appointed legal representative for future asbestos claimants, has retained A. Cotten Wright, Esq., at Grier Furr & Crisp, PA, and Richard H. Wyron, Esq., and Jonathan P. Guy, Esq., at Orrick, Herrington & Sutcliffe LLP, as his co- counsel. About 124,000 asbestos claims are pending against Garlock in state and federal courts across the country. The Company says majority of pending asbestos actions against it is stale and dormant -- almost 110,000 or 88% were filed more than four years ago and more than 44,000 or 35% were filed more than 10 years ago. Garlock said in the Disclosure Statement that all asbestos claims must be paid in full. Full payment enables the plan to allow continued ownership by parent EnPro Industries Inc. The Plan will create a trust to fund payment to present and future asbestos claimants. For currently existing claims, the trust will have insurance proceeds plus cash from Garlock together with a promise from EnPro to provide up to $30 million over time. For future claims, the trust will receive $60 million from Garlock plus a secured promise by Garlock to supply an additional $140 million. The promise will be secured by 51% of Garlock's stock. GENERAL MOTORS: To Buy Back Stock From Treasury ----------------------------------------------- American Bankruptcy Institute reports that General Motors Co. said it will purchase 200 million shares of stock held by the U.S. Treasury Department in the first step of the government's eventual exit from the automaker. With its global headquarters in Detroit, Michigan, General Motors Company (NYSE:GM, TSX: GMM) -- http://www.gm.com/-- is one of the world's largest automakers, traces its roots back to 1908. GM employs 208,000 people in every major region of the world and does business in more than 120 countries. GM and its strategic partners produce cars and trucks in 30 countries, and sell and service these vehicles through the following brands: Baojun, Buick, Cadillac, Chevrolet, GMC, Daewoo, Holden, Isuzu, Jiefang, Opel, Vauxhall, and Wuling. GM's largest national market is China, followed by the United States, Brazil, the United Kingdom, Germany, Canada, and Italy. GM's OnStar subsidiary is the industry leader in vehicle safety, security and information services. General Motors Co. was formed to acquire the operations of General Motors Corp. through a sale under 11 U.S.C. Sec. 363 following Old GM's bankruptcy filing. The U.S. government once owned as much as 60.8% stake in New GM on account of the financing it provided to the bankrupt entity. The deal was closed July 10, 2009, and Old GM changed its name to Motors Liquidation Co. General Motors Corp. and three of its affiliates filed for Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 09-50026) on June 1, 2009. The Honorable Robert E. Gerber presides over the Chapter 11 cases. Harvey R. Miller, Esq., Stephen Karotkin, Esq., and Joseph H. Smolinsky, Esq., at Weil, Gotshal & Manges LLP, assist the Debtors in their restructuring efforts. Al Koch at AP Services, LLC, an affiliate of AlixPartners, LLP, serves as the Chief Executive Officer for Motors Liquidation Company. GM is also represented by Jenner & Block LLP and Honigman Miller Schwartz and Cohn LLP as counsel. Cravath, Swaine, & Moore LLP is providing legal advice to the GM Board of Directors. GM's financial advisors are Morgan Stanley, Evercore Partners and the Blackstone Group LLP. Garden City Group is the claims and notice agent of the Debtors. The U.S. Trustee appointed an Official Committee of Unsecured Creditors and a separate Official Committee of Unsecured Creditors Holding Asbestos-Related Claims. Lawyers at Kramer Levin Naftalis & Frankel LLP served as bankruptcy counsel to the Creditors Committee. Attorneys at Butzel Long served as counsel on supplier contract matters. FTI Consulting Inc. served as financial advisors to the Creditors Committee. Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, represented the Asbestos Committee. Legal Analysis Systems, Inc., served as asbestos valuation analyst. The Bankruptcy Court entered an order confirming the Debtors' Second Amended Joint Chapter 11 Plan on March 29, 2011. The Plan was declared effect on March 31, 2011. GMX RESOURCES: Board OKs Reverse Stock Split of Common Stock ------------------------------------------------------------ GMX Resources Inc. filed with the Secretary of State of the State of Oklahoma an Amended Certificate of Incorporation. The Certificate Amendment amends the Company's Certificate of Incorporation to provide for a reverse stock split pursuant to which, as of 5:00 p.m. Oklahoma City local time on Jan. 3, 2013, each 13 shares of the Company's issued and outstanding common stock, par value $0.001 per share, will be combined into one share of common stock. The Certificate Amendment was approved with discretionary authority granted to the Company's board of directors by the Company's shareholders at a special meeting of the shareholders held on Nov. 29, 2012, and was approved by the Company's board of directors pursuant to that discretionary authority on Dec. 18, 2012. About GMX Resources GMX Resources Inc. -- http://www.gmxresources.com/-- is an independent natural gas production company headquartered in Oklahoma City, Oklahoma. GMXR has 53 producing wells in Texas & Louisiana, 24 proved developed non-producing reservoirs, 48 proved undeveloped locations and several hundred other development locations. GMXR has 9,000 net acres on the Sabine Uplift of East Texas. GMXR has 7 producing wells in New Mexico. The Company's strategy is to significantly increase production, revenues and reinvest in increasing production. GMXR's goal is to grow and build shareholder value every day. The Company reported net losses of $206.44 million in 2011, $138.29 million in 2010, and $181.08 million in 2009. The Company's balances sheet at Sept. 30, 2012, showed $343.14 million in total assets, $467.64 million in total liabilities and a $124.49 million total deficit. * * * As reported by the TCR on Nov. 23, 2012, Standard & Poor's Ratings Services raised its corporate credit rating on Oklahoma City-based GMX Resources Inc. to 'CCC' from 'SD' (selective default). "The rating on GMX Resources Inc. reflects our assessment of the company's 'weak' liquidity, 'vulnerable' business risk, and 'highly leveraged' financial risk," said Standard & Poor's credit analyst Paul Harvey. GRACECHURCH INVESTMENTS: Faces Censure for Pressuring Clients ------------------------------------------------------------- Max Stendahl at Bankruptcy Law360 reports the U.K. Financial Services Authority on Dec. 20 censured Gracechurch Investments Ltd. for allegedly pressuring clients to buy risky stocks that caused at least GBP2 million ($3.25 million) in losses, and banned the defunct brokerage's CEO from the financial industry. Bankruptcy Law360 relates that the FSA also fined the CEO, Sam Thomas Kenny, about $730,000. It said it would have fined Gracechurch $2.4 million had the firm not been insolvent, in liquidation and lacking assets. GREEN ENDEAVORS: Restates 2011 Form 10-K to Correct Errors ---------------------------------------------------------- Green Endeavors, Inc., filed on Dec. 20, 2012, Amendment No. 1 to its Annual Report of Form 10-K for the year ended Dec. 31, 2011, which was originally filed with the U.S. Securities and Exchange Commission on April 16, 2012, to correct/restate the Financial Statements contained in the Original Report. The reporting of the Company's convertible debt has not been recorded properly and there is a need to restate the classification of some of that debt. Madsen & Associates CPA's, Inc., in Salt Lake City, said in the From 10-K/A: "As disclosed in the notes to the consolidated financial statements, the Company will need additional working capital for its planned activity and to service its debt. This raises substantial doubt about the Company's ability to continue as a going concern. "As discussed in Note 14 to the financial statements, the Company discovered that it incorrectly applied accounting principles relating to the treatment of convertible debt resulting in material overstatements of previously reported derivative liabilities and additional paid-in capital, and also resulting in material understatements of interest expense and gain on derivative liability fair value adjustment as of and for the year ended Dec. 31, 2011. Accordingly, the financial statements have been restated to correct the error." The Company reported a net loss of $276,264 on $2.8 million of total revenue for 2011, compared with net income of $13,939 on $2.3 million of total revenue for 2010. According to the Company, the single largest item that accounts for the $290,203 change from net income in 2010 to net loss in 2011 was the $320,770 gain from the sale of Green's Newby salon subsidiary in Bountiful during 2010. The Company's balance sheet at Dec. 31, 2011, showed $1.0 million in total assets, $4.5 million in total liabilities, and a stockholders' deficit of $3.5 million. A copy of the Form 10-K/A is available at http://is.gd/bR1MNO Green Endeavors, Inc., through its two wholly-owned subsidiaries, Landis Salons, Inc.m and Landis Salons II, Inc., operates two full-service hair and retail salons featuring the Aveda(TM) line of products. In August 2010, the Company determined that Newby Salons, LLC, which operated its Bountiful salon, did not meet the Company's operational performance or real estate requirements and was closed. On Dec. 1, 2010, Newby Salons, LLC was sold. HAMPTON ROADS: Appoints Director of Commercial Banking Services --------------------------------------------------------------- Hampton Roads Bankshares, Inc., the holding company for The Bank of Hampton Roads and Shore Bank, said Mindi R. Bevington has been promoted to the newly created position of Director of Commercial Banking Services at BHR. In her new position, Bevington will report to Donna W. Richards, President of BHR. In addition to her commercial lending responsibilities, she will also be responsible for working closely with BHR branches to drive business account development. Douglas J. Glenn, president and chief executive officer of the Company and chief executive officer of BHR, said, "Mindi is a true community banker with a proven track record of providing outstanding customer service and generating growth in deposits and high-quality loans. With her promotion, we continue to leverage our deep bench of talent to build the premier community bank lending team in this region." Ms. Bevington has over 25 years of banking experience. She began her career with C&S National Bank in Charleston, SC, followed by Monterey County Bank in Carmel, California. From 1990 to 2004, she served in various commercial lending positions with SouthTrust and its predecessors. Ms. Bevington joined Gateway Bank in 2004 as a commercial lender. Most recently, she served as BHR's Virginia Beach Market President. Ms. Bevington holds a B.A. degree in Finance and Accounting from Hood College. She previously served on the Board of Seton Youth Shelters and Lynnhaven Business Association and participates in various other charitable fundraising events. About Hampton Roads Bankshares Hampton Roads Bankshares, Inc. (NASDAQ: HMPR) -- http://www.hamptonroadsbanksharesinc.com/-- is a bank holding company that was formed in 2001 and is headquartered in Norfolk, Virginia. The Company's primary subsidiaries are Bank of Hampton Roads, which opened for business in 1987, and Shore Bank, which opened in 1961. Currently, Bank of Hampton Roads operates twenty- eight banking offices in the Hampton Roads region of southeastern Virginia and twenty-four offices in Virginia and North Carolina doing business as Gateway Bank & Trust Co. Shore Bank serves the Eastern Shore of Maryland and Virginia through eight banking offices and 15 ATMs. Effective June 17, 2010, the Company and its banking subsidiary, Bank of Hampton Roads ("BOHR"), entered into a written agreement with the Federal Reserve Bank of Richmond and the Bureau of Financial Institutions of the Virginia State Corporation Commission. The Company's other banking subsidiary, Shore Bank, is not a party to the Written Agreement. Under the terms of the Written Agreement, among other things, BOHR agreed to develop and submit for approval plans to (a) strengthen board oversight of management and BOHR's operations, (b) strengthen credit risk management policies, (c) improve BOHR's position with respect to loans, relationships, or other assets in excess of $2.5 million which are now, or may in the future become, past due more than 90 days, are on BOHR's problem loan list, or adversely classified in any report of examination of BOHR, (d) review and revise, as appropriate, current policy and maintain sound processes for determining, documenting, and recording an adequate allowance for loan and lease losses, (e) improve management of BOHR's liquidity position and funds management policies, (f) provide contingency planning that accounts for adverse scenarios and identifies and quantifies available sources of liquidity for each scenario, (g) reduce the Bank's reliance on brokered deposits, and (h) improve BOHR's earnings and overall condition. The Company reported a net loss of $98 million in 2011, compared with a net loss of $210.35 million in 2010. The Company's balance sheet at Sept. 30, 2012, showed $2.07 billion in total assets, $1.88 billion in total liabilities and $187.96 million in total shareholders' equity. HAYDEL PROPERTIES: Court Wants Disclosure on Possible Claims v. BP ------------------------------------------------------------------ U.S. Bankruptcy Judge Katharine M. Samson of the Bankruptcy Court for the Southern District of Mississippi has ordered Haydel Properties LP to amend its disclosure statement, specifically to provide for: 1. An assessment of the Debtor's claims against BP for loss suffered due to the Deepwater Horizon Oil Spill for each property owned by the Debtor, including documentation of its efforts to recover for same and the use to be made of any proceeds derived from the claims. 2. An assessment of the Debtor'S efforts to reduce the tax liability for any properties that the Debtor believes are overvalued on the tax rolls; and the basis for the Debtor's belief that such properties are overvalued on the tax rolls, including documentation of its efforts. 3. A detailed projection of anticipated income for each of the Debtor's properties by leasing or selling, along with copies of all leases which have been entered into since the filing of Debtor's Petition for Relief. 4. A detailed statement as to which of the Debtor's properties are listed for sale and description of all offers to purchase the properties which have been communicated to Debtor, along with documentation reflecting past and current listings since the Petition for Relief was filed. 5. A correction to the description of the treatment proposed for the secured claim of Peoples Bank making reference to another bank. 6. Conformity to the treatment provided for the secured claim of Community Bank, Coast, to the treatment provided for in a court order entered Oct. 9, 2012. 7. Separate treatment of each allowed secured claim of BancorpSouth Mortgage Center, including separate allocation of payments on each such claim. 8. That if any secured creditor does not agree with the Debtor's decisions to accept any offer to sell all or part of its collateral, the secured creditor shall be entitled to a hearing of such proposed sale. Haydel Properties LP, based in Biloxi, Mississippi, filed for Chapter 11 bankruptcy (Bankr. S.D. Miss. Case No. 12-50048) on Jan. 11, 2012. Judge Katharine M. Samson presides over the case. Christy Pickering serves as accountant. The Debtor disclosed $11.7 million in assets and $6.8 million in liabilities as of the Chapter 11 filing. HELRICH HOTEL: Moody's Cuts Rating on Sr. Revenue Bonds to 'Caa1' ----------------------------------------------------------------- Moody's has downgraded the rating on the Middlesex County Improvement Authority's Heldrich Hotel's $28.5 million 2005 Series A and $2.5 million 2007 Series A senior revenue bonds to Caa1 from B3. The outlook is revised to stable from negative. Rating Rationale The downgrade to Caa1 reflects the continued weak operating and financial performance of the hotel and the narrow cash balances remaining after the debt service payments as well as the depleted FF&E reserve. The outlook is revised to stable since the competitive environment is unlikely to improve significantly over the near term and the hotel is likely to operate at current financial and operating levels over the next 12 to 18 months. The project is a hotel/conference center that consists of 235 guest rooms and suite hotels, a full service restaurant and lounge, 500 seat ballroom, ground floor retail space, and a 50,000 square foot conference center and 30,000 square foot office and instructional space, which is leased by The Bloustein School of Planning and Public Policy and The John J. Heldrich Center for Workforce Development of Rutgers, The State University. The project primarily serves the business meeting market, representing numerous large corporations and corporate headquarters located in the corridor from New York to Philadelphia. The senior bonds are secured by a first lien on the hotel's net revenues. The bonds are additionally secured by a 12 month debt service reserve fully cash funded at $2.1 million. Debt service coverage requirement is 1.20x for the first full fiscal year; 1.25x for the second full fiscal year, and 1.35x thereafter. The subordinate or junior lien bondholders can not trigger a default on the senior lien bonds when cash flows are not sufficient to cover subordinate or junior lien debt service. In addition, the subordinate and junior lien bondholders cannot accelerate payment without full payment of the senior bonds. Rating could have upward pressure if the improved occupancy rates result in higher RevPAR and ultimately stronger debt service coverage margins. Rating could further decline if the hotel misses its senior debt payment, draws on its senior debt service reserve fund, and/or if the senior bondholders decide to accelerate the debt payment or sign a forbearance agreement. The senior bonds are secured by a first lien on the hotel's net revenues. The bonds are additionally secured by a 12 month debt service reserve fully cash funded at $2.1 million. Debt service coverage requirement is 1.20x for the first full fiscal year; 1.25x for the second full fiscal year, and 1.35x thereafter. The subordinate or junior lien bondholders can not trigger a default on the senior lien bonds when cash flows are not sufficient to cover subordinate or junior lien debt service. In addition, the subordinate and junior lien bondholders cannot accelerate payment without full payment of the senior bonds. Heldrich Hotel's operating performance improved in 2012 after a very weak year in its 5-year operating history. During 2011 management had to cut various operating expenses in order to make the senior debt service payment. While the average daily rate of the hotel was flat until May, 2012, during the summer months and then in November, the demand increased and the hotel is expected to end the year with a 10% increase in RevPAR, year over year. However, these improvements are not enough to reach financial stability. The hotel's remaining cash balance after each debt service payment has continued to be narrow due to lower than expected operating results. It is expected that after the January 1, 2013 payment of the Series A 2005 and 2007 principal and interest payments, the hotel's unrestricted cash balance will be just over $70,000. The consistently low cash balance over the last several years is a major factor in the hotel's downgrade. Given the narrow margin, any shortfall on monthly operating revenues could cause a dip into hotel's senior debt service reserve fund. The hotel has not had enough cash flow to pay for its Series B subordinate and Series C junior debt service payments since 2010 and is not expecting to pay until starting 2013-2014. Series B and Series C bonds are not rated by Moody's. The hotel has been struggling to stabilize its occupancy rates and increase its average daily rate back to its original projections, and only this year demand declines have slowed down and there have been improvements in the hotel's group rates. The hotel finished 2010 with the same 57% occupancy rate as the year prior, however the hotel experienced a -7.7% decline on its group rates compared to 2009 and had to lower its group average daily rate to $139 from $151. In 2011 occupancy rates could not hold up and declined to 54%, however the group rate improved slightly to $145. As of November 2012, the hotel's average group rate remained flat, but the occupancy rate increased, hence the 10% improvement in the RevPAR. It is important for the hotel to hold on to its daily rate as it is very difficult to improve once it declines. Management's budget for 2013 is aggressive, assuming a 13% increase in RevPAR. This could be achievable if the demand is strong in the first quarter of 2013 as it is the Heldrich Hotel's toughest months of operation. In 2012 the hotel's group bookings increased while its cancellations were declined, however this might be due to the fact that the booking window has been shorten throughout the sector. Nevertheless, management has been focused on improving its marketing strategies and significantly increased its catering revenue over the last two years. Management has also been leveraging transient demand to fill in soft group demand periods or last minute group attrition. The marketing and sales initiatives that started in FY2012 will continue into the next year. As of December 2012, the senior debt service reserve fund for the hotel is at its required amount of $2.1 million, while the ramp up and operating reserves had been depleted and have not been replenished. The subordinate and junior lien bonds debt service reserve funds have also been drawn on to pay debt service. Subordinate or junior lien bondholders can not trigger a default on the senior lien bonds when cash flows are not sufficient to cover subordinate or junior lien debt service. In addition, the subordinate and junior lien bondholders cannot accelerate payment without full payment of the senior bonds. After the first year of operations in 2008, the hotel's senior furniture, fixtures and equipment (FF&E) reserves have been depleted and have not been replenished. The hotel's lack of FF&E reserves is a credit negative over time as the property ages and requires further maintenance and improvements necessary to remain competitive. In FY2013 the hotel is planning on having soft renovations and upgrades with its excess cash, if available. The project is a hotel/conference center that consists of 235 guest rooms and suite hotels, a full service restaurant and lounge, 500 seat ballroom, ground floor retail space, and a 50,000 square foot conference center and 30,000 square foot office and instructional space, which is leased by The Bloustein School of Planning and Public Policy and The John J. Heldrich Center for Workforce Development of Rutgers, The State University. The project primarily serves the business meeting market, representing numerous large corporations and corporate headquarters located in the corridor from New York to Philadelphia. The principal methodology used in this rating was Generic Project Finance Methodology published in December 2010. HERITAGE CONSOLIDATED: Files Second Amended Disclosure Statement ---------------------------------------------------------------- Heritage Consolidated LLC has filed a second amended disclosure statement in support of its first amended joint plan of reorganization. The Plan is designed to accomplish two primary objectives: (a) formation of the Liquidating Trust for the benefit of Creditors and Equity Interest holders into which substantially all of the remaining assets of the Debtors will be transferred so that such assets can be held and disposed of in such a manner as to maximize their value for the benefit of Creditors and Equity Interest holders; (b) use of proceeds from the Liquidating Trust Assets to satisfy Claims in accordance with a waterfall mechanism for Distributions set forth in the Plan and the Liquidating Trust Agreement. The Plan provides for all remaining assets of the Debtors (other than the Excluded Assets) to be transferred to a Liquidating Trust which will be managed by the Liquidating Trustee. The initial Liquidating Trustee shall be selected by the Committee. The Liquidating Trustee shall retain and have all the rights, powers and duties necessary to carry out his or her responsibilities under the Plan, and as otherwise provided in the Confirmation Order and Liquidating Trust Agreement; provided, however, that the Liquidating Trustee shall obtain the consent of the Creditors' Oversight Committee on any material decisions, as set forth in more detail in the Plan and the Liquidating Trust Agreement, including, without limitation, obtaining unanimous consent of the Creditors' Oversight Committee with respect to any Drilling Operations. The Plan classifies Claims against the Debtors into nine Classes for purposes of voting on and Distributions under the Plan. The various Classes of Claims and Equity Interests and the treatment provided under the Plan are: A. Class 1 (Allowed Ad Valorem Tax Claims) will receive distributions from the Liquidating Trust in the amount of such holder's Allowed Ad Valorem Tax Claim plus interest from the Petition Date until the Claim has been satisfied in full. B. Class 2 (Allowed Priority Claims) will receive Distributions from the Liquidating Trust in the amount of the holder's Allowed Priority Claim; or (receive such other less favorable treatment that may be agreed upon in writing by the holder and the Liquidating Trustee. C. Class 3 (Allowed M&M Secured Claim) will receive Distributions from the Liquidating Trust in the pro rata amount of such holder's Allowed M&M Secured Claim plus interest until the Claim has been satisfied in full. D. Class 4 (Allowed Other Secured Claims) will receive distributions from the Liquidating Trust in the pro rata amount of such holder's Allowed M&M Secured Claim plus interest until the Claim has been satisfied in full. E. Class 5 (Allowed General Unsecured Claims) will receive distributions from the Liquidating Trust in the pro rata amount of such holder's Allowed M&M Secured Claim plus interest until the Claim has been satisfied in full. F. Class 6 (Allowed Environmental Claims) will be deemed to receive payment in full on the claim through the implementation and completion of the Ritter Work Plan under the direction of the Liquidating Trustee and paid from the proceeds of the Federal Insurance Policies as such expenses are incurred until the Ritter Plan is satisfied, or until the proceeds of the Federal Insurance Policies have been exhausted, except with respect to TH 6 remediation expenses which shall be paid by Federal Insurance to the extent, if any, ordered by the Bankruptcy Court in its resolution of the coverage issues; and (B) be paid from the Remediation Reserve established pursuant to the Plan to the extent that the Bankruptcy Court determines that any specific portion of the Ritter Work Plan is not subject to the coverage provided under the Federal Insurance Policies. G. Class 7 (Allowed CIT Deficiency Claim) will receive Distributions from the Liquidating Trust in the amount of the holder's Allowed CIT Deficiency Claim. H. Class 8 (Allowed Subordinated Claims) will receive Distributions from the Liquidating Trust in the amount of the holder's Allowed CIT Deficiency Claim. I. Class 9 (Allowed Equity Interests) will receive Distributions from the Liquidating Trust. The confirmation hearing is scheduled for Jan. 29, 2013, at 9:00 a.m. A copy of the disclosure statement is available for free at: http://bankrupt.com/misc/HERITAGE_ds2a.pdf About Heritage Consolidated Heritage Consolidated LLC is a privately held company whose core operations consist of exploration for, and acquisition, production, and sale of, crude oil and natural gas. Heritage Consolidated filed a Chapter 11 petition (Bankr. N.D. Tex. Case No. 10-36484) on Sept. 14, 2010, in Dallas, Texas. Its affiliate, Heritage Standard Corporation, also filed for Chapter 11 protection (Bankr. N.D. Tex. Case No. 10-36485). The Debtors each estimated assets and debts of $10 million to $50 million. The Debtors tapped Malouf & Nockels LLP's as special counsel; Munsch Hardt Kopf & Harr, P.C.; Rochelle McCullough, LLP; HSC, RM LLP as special bankruptcy counsel to HSC; and Bridge Associates, LLC, as financial advisor and designate Scott Pinsonnault as interim chief restructuring officer. The U.S. Trustee for Region 6 formed an Official Committee of Unsecured Creditors in the Chapter 11 cases. HERITAGE CONSOLIDATED: Taps G.R. Baum as Consultant/Expert Witness ------------------------------------------------------------------ Heritage Consolidated, LLC, et al., ask the U.S. Bankruptcy Court for the Northern District of Texas for permission to employ Gerald Baum and the firm of G.R. Baum & Associates, LLC as consultant and expert witness. Baum's services will be limited to assisting with the prosecution of claims in the pending adversary proceeding styled: Heritage Standard Corporation v. Pathfinder Energy Services, LLC, successor in interest to or doing business as Pathfinder Energy Services, Inc. Baum will assist the estates with regard to: i) the evaluation of the geological and geophysical data for the Pat Howell Well No. 1 wellbore; ii) analyzing claims related to the directional drilling mistakes alleged by the Debtors in the Pathfinder Adversary; and iii) testifying as to certain matters related thereto. The Debtors expect that Baum's consultant services would be less than $10,000 exclusive of any testimony that may be required to the extent that Baum is designated as a testifying expert. Mr. Baum's rate for these services is $125/hour. To the best of the Debtor's knowledge, Baum represents no interest adverse to the Debtors or to any other entity affected by the Bankruptcy case. About Heritage Consolidated Heritage Consolidated LLC is a privately held company whose core operations consist of exploration for, and acquisition, production, and sale of, crude oil and natural gas. Heritage Consolidated filed a Chapter 11 petition (Bankr. N.D. Tex. Case No. 10-36484) on Sept. 14, 2010, in Dallas, Texas. Its affiliate, Heritage Standard Corporation, also filed for Chapter 11 protection (Bankr. N.D. Tex. Case No. 10-36485). The Debtors each estimated assets and debts of $10 million to $50 million. The Debtors tapped Malouf & Nockels LLP's as special counsel; Munsch Hardt Kopf & Harr, P.C.; Rochelle McCullough, LLP; HSC, RM LLP as special bankruptcy counsel to HSC; and Bridge Associates, LLC, as financial advisor and designate Scott Pinsonnault as interim chief restructuring officer. The U.S. Trustee for Region 6 formed an Official Committee of Unsecured Creditors in the Chapter 11 cases. HIGHER PLANES: Voluntary Chapter 11 Case Summary ------------------------------------------------ Debtor: Higher Planes, Inc. aka Corporate Aircraft Components 513 Bryant Road Conroe, TX 77303 Bankruptcy Case No.: 12-39273 Chapter 11 Petition Date: December 17, 2012 Court: U.S. Bankruptcy Court Southern District of Texas (Houston) Judge: Marvin Isgur Debtor's Counsel: Julie Mitchell Koenig, Esq. TOW & KOENIG, PLLC 26219 Oak Ridge Drive The Woodlands, TX 77380 Tel: (281) 681-9100 Fax: (832) 482-3979 E-mail: jkoenig@towkoenig.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $500,001 to $1,000,000 The Company did not file a list of creditors together with its petition. The petition was signed by Barry Cain, president. HMX GROUP: Court Approves Sale to Authentic Brands -------------------------------------------------- Stephanie Gleason at Dow Jones' DBR Small Cap reports that the sale of men's suit maker HMX Group for $70.1 million to Authentic Brands Group, which is owned by private equity firm Leonard Green & Partners LP, received bankruptcy-court approval. Bloomberg News reported that no competing bids were received for HMX's assets, so the auction was canceled. According to Bloomberg, Authentic Brands is buying the business for enough to cover the $60.6 million loan from Salus Capital Partners LLC, an affiliate of Harbinger Group Inc., plus $5 million to $9 million in cash. Objections to the sale from the official creditors' committee were resolved, Robert Kugler of Leonard Street & Deinard said in an interview, according to Bloomberg. Mr. Kugler is a lawyer for the committee. When the sale process began, Bloomberg noted that HMX said a sale to Authentic Brands would enable "a projected dividend to unsecured creditors." About HMX Acquisition HMX Acquisition Corp. and HMX Poland Sp. z o. o. filed for Chapter 11 bankruptcy protection (Bankr. S.D.N.Y. Case Nos. 12-14300 and 12-14301) on Oct. 19, 2012. On Oct. 21, 2012, affiliates HMX, LLC, Quartet Real Estate, LLC, and HMX, DTC Co. also filed for Chapter 11 bankruptcy protection (Bankr. S.D.N.Y. Cases Nos. 12- 14327 to 12-14329). Judge Allan L. Gropper presides over the cases. The Debtors are seeking to have their cases jointly administered for procedural purposes under Case No. 12-14300, which is the case number assigned to HMX Acquisition Corp. The Debtors' principal place of business is located at 125 Park Avenue, in New York. The Debtors are leading American designers, manufacturers, licensors, and licensees of men's and women's business and leisure apparel focused primarily on the luxury, bridge, and better price points. The Debtors are the largest manufacturer and marketer of U.S.-made men's tailored clothing, with an attractive portfolio of owned and licensed brands sold primarily through upscale department stores, specialty stores, and boutiques. As of Oct. 12, 2012, the Debtors had consolidated assets of $153.6 million and total liabilities of $119.5 million. Jared D. Zajac, Esq., at Proskauer Rose LLP, in New York; and Mark K. Thomas, Esq., and Peter J. Young, Esq., in Proskauer Rose LLP, in Chicago, represent the Debtors as counsel. The Debtors' investment banker is William Blair & Company, L.L.C. CDG Group, LLC, is the Debtors' financial advisor. Epiq Bankruptcy Solutions, LLC is the Debtors' claims agent. Tracy Hope Davis, the U.S. Trustee for Region 2, appointed five members to the official committee of unsecured creditors. HOLLIFIELD RANCHES: Court Confirms Sixth Amended Plan ----------------------------------------------------- The Hon. Jim Pappas has confirmed the Sixth Amended Chapter 11 Plan of Reorganization filed by Hollifield Ranches Inc. dated July 18, 2012. The classification and treatment of claims under the plan are: A. Class 1 (Administrative Fees and Costs) will be paid in cash on the date of distribution of this Plan. B. Class 2 (Section 507 Priority Claims) ? None C. Class 3 (Bank of the West) will be paid the sum of $18,325.56 together with 4.25% interest per annum in two equal annual payments of $9,162.78 each. The first annual payment will be made on or before the April 15, 2013, with the subsequent final payment to be made on or before April 15, 2014. D. Class 4 (Davidson & Co.) will be allowed the sum of $18,020.25, which is secured by a seed lien against the 2010 malt barley crop for goods sold. The sum of $18,020.25 together with interest at the rate of 4.25% per annum will be paid in seven equal annual payments of $3,030.14 each. E. Class 5 (KeyBank) has a fully secured $14.1 million claim which is secured by livestock, milk proceeds, cash collateral, equipment, personal property real property, and related collateral. F. Class 6 (McCall Livestock) has been paid in full. G. Class 7 (Metropolitan Life Insurance Co. and MLIC Asset Holdings LLC) will be considered to equal $6,790,005.92. H. Class 8 (Northwest Farm Credit Service) will be paid by the partnership. I. Class 9 (Twin Falls Livestock) has been paid in full. J. Class 10 (Wells Fargo Bank) in the sum of $23,800.66 which is secured by a lien against a Case 721 B loader. The claim together with interest at the rate of 4.25% per annum will be paid in 72 equal monthly payments of $375 each. K. Class 11 (Buhl Implement Co.) in the sum of $8,030.24, which is secured by a lien against a Case IH Model MX240 tractor, Serial No. JJA0110571, for repairs. The sum of $8,030.24 together with interest at the rate of 4.25% per annum will be paid in 36 equal monthly payments of $238 each. L. Class 12 (Agri-Stor Co., Inc./Chemical Supply Co., Inc.) is allowed in the sum of $12,562.19, which is secured by a lien against crops. The sum of $12,562.19 together with interest at the rate of 4.25% per annum will be paid in 7 equal annual payments of $2,112.36 each. M. Class 13 (Western Seeds) has been paid in full. N. Class 14 (Valley Agronomics, LLC) is considered to be unsecured and will be included in the Unsecured Creditors Class. O. Class 15 (Simplot Soilbuilders) is allowed in the sum of $321,420.43, which is secured by a residence and five acres owned by Terry Hollifield and Carol Hollifield personally. The claim, together with interest at the rate of 4.50%, will be paid in five equal annual payments of $73,216.89 each. P. Class 16 (CNH Capital) is allowed in the sum of $39,051.13, which is secured by a New Holland harvester. The claim, together with interest thereon at the rate of 4.25%, will be paid in 72 equal monthly payments of $615.42 each. Q. Class 17 (Tyson Fresh Meats, Inc.) There is a dispute that exists wherein Tyson Fresh Meats, Inc., has filed a Motion for Allowance of Administrative Claim and Complaint for Determination of Administrative Expense Claim, seeking an administrative claim totaling $958,511.47. The Debtor disputes that claim and has filed an Answer and counterclaim seeking a judgment totaling approximately $1.4 million against Tyson Fresh Meats, Inc. The Debtor reserves all rights with respect to resolving this matter and that the confirmation order will provide not only reserving the rights of debtor but by Tyson Fresh Meats. R. Class 18 (Administrative Expenses Under Section 503(b)(9)) will be paid within 10 days after the order of confirmation is entered. S. Class 19 (Unsecured Claims) totaling $2,807,677.08, will receive 100% of the face amount of the claim with interest at 2% from April 15, 2012, which will be amortized over a period of 15 years. A copy of the sixth amended reorganization plan is available for free at http://bankrupt.com/misc/HOLLIFIELD_plan6a.pdf About Hollifield Ranches Hansen, Idaho-based Hollifield Ranches Inc. filed for Chapter 11 bankruptcy (Bankr. D. Idaho Case No. 10-41613) on Sept. 9, 2010. Hollifield Ranches owns a farming, cattle and dairy operation, and allegedly is owed money for potatoes it sent to Cummins Family Produce, Inc., for processing. Brent T. Robinson, Esq., in Rupert, Idaho, represents the Debtor. The Debtor estimated assets and debts at $10 million to $50 million as of the Chapter 11 filing. The Debtor, which is run by Terry Hollifield, was forced to seek bankruptcy after its dairy business encountered cash flow problems in 2008 when the cost of feed was very high, and its cattle business had problems with the falling price for livestock. J. Justin May, Esq., at May, Browning & May, represents the Official Committee of Unsecured Creditors. HONDO MINERALS: Restates 2012 Annual Report; Has $7.4MM Net Loss ---------------------------------------------------------------- Hondo Minerals Corp. filed on Dec. 21, 2012, Amendment No. 1 to its annual report on Form 10-K for the year ended July 31, 2012, to restate certain liabilities and expenses related to a convertible liability. The July 31, 2012 consolidated financial statements of the Company originally reported the settlement of a lawsuit through the issuance of the Company's common stock as an equity transaction. Since there is an indefinite number of common shares to be issued in settlement of the debt, the restatement changed the reclassification of that transaction from an equity transaction to a liability transaction thereby recording the $1,668,554 as Common Stock Liability rather than Additional Paid-In Capital. The number of shares to be issued pursuant to the liability is issued at a discount to the Company's market value of the stock; therefore, a derivative liability/expense was recorded. The consolidated financial statements of the Company for the years ended July 31, 2012, and 2011, have been prepared assuming that the Company will continue as a going concern. KWCO, PC, in Odessa, Texas, said that the Company has limited cash, no revenues, and limited capital resources which raise substantial doubt about the Company's ability to continue as a going concern. The Company reported a net loss of $7.4 million in fiscal 2012, compared with a net loss of $1.8 million in fiscal 2011. Hondo has generated no revenues since inception. The Company's balance sheet at July 31, 2012, showed $14.0 million in total assets, $3.8 million in total liabilities, and stockholders' equity of $10.2 million. A copy of the Form 10-K/A is available at http://is.gd/XWv26h The Company also filed its quarterly report on Form 10-Q, reporting a net loss of $3.1 million for the three months ended Oct. 31, 2012, as compared to a net loss of $531,046 for the three months ended Oct. 31, 2011. The Company's balance sheet at Oct. 31, 2012, showed $14.1 million in total assets, $5.1 million in total liabilities, and stockholders' equity of $9.0 million. A copy of the Form 10-Q is available at http://is.gd/SgWxb2 Based in Addison, Tex., Hondo Minerals Corporation is engaged in the acquisition of mines, mining claims, and mining estate in the United States, Canada and Mexico. Its portfolio of assets include the Tennessee Mine in the Wallapai Mining District near Chloride, Mohave County, Arizona, the Schuylkill Mine in the Wallapai Mining District near Chloride, Mohave County, Arizona, an 80 acre patented mining claim in Juab County, Utah, known as the "Sullivan Lode," 24 mining claims in the Cripple Creek, Teller County, Colorado area, and nine unpatented mining claims in Iron County, Utah, referred to as "War Eagle." HOSTESS BRANDS: Wants Arbitration Hearing Continued Until Jan. 25 ----------------------------------------------------------------- Hostess Brands, Inc., et al., ask the U.S. Bankruptcy Court for the Southern District of New York to continue until Jan. 25, 2013, at 10 a.m., the hearing on Ace Companies' motion to compel arbitration of a contract dispute underlying the Debtors' collateral motion. Objections, if any, will be due Jan. 18, at 4 p.m. As reported in the Troubled Company Reporter on Dec. 14, 2012, Maria Chutchian at Bankruptcy Law360 reported that ACE American Insurance Co. and ESIS Inc. urged the New York Bankruptcy Court overseeing the Debtors' Chapter 11 proceedings to compel arbitration for Hostess' bid to dip into cash collateral related to a workers' compensation and auto insurance program. Bankruptcy Law360 related that the insurance companies asked the court to deny Hostess' Nov. 5 motion to use some of the cash collateral held by the insurers to satisfy obligations to the insurers, calling it an attempt to circumvent an arbitration clause. About Hostess Brands Founded in 1930, Irving, Texas-based Hostess Brands Inc., is known for iconic brands such as Butternut, Ding Dongs, Dolly Madison, Drake's, Home Pride, Ho Hos, Hostess, Merita, Nature's Pride, Twinkies and Wonder. Hostess has 36 bakeries, 565 distribution centers and 570 outlets in 49 states. Hostess filed for Chapter 11 bankruptcy protection early morning on Jan. 11, 2011 (Bankr. S.D.N.Y. Case Nos. 12-22051 through 12-22056) in White Plains, New York. DHostess Brands disclosed assets of $982 million and liabilities of $1.43 billion as of the Chapter 11 filing. The bankruptcy filing was made two years after predecessors Interstate Bakeries Corp. and its affiliates emerged from bankruptcy (Bankr. W.D. Mo. Case No. 04-45814). In the new Chapter 11 case, Hostess has hired Jones Day as bankruptcy counsel; Stinson Morrison Hecker LLP as general corporate counsel and conflicts counsel; Perella Weinberg Partners LP as investment bankers, FTI Consulting, Inc. to provide an interim treasurer and additional personnel for the Debtors, and Kurtzman Carson Consultants LLC as administrative agent. Matthew Feldman, Esq., at Willkie Farr & Gallagher, and Harry Wilson, the head of turnaround and restructuring firm MAEVA Advisors, are representing the Teamsters union. Attorneys for The Bakery, Confectionery, Tobacco Workers and Grain Millers International Union and Bakery & Confectionery Union & Industry International Pension Fund are Jeffrey R. Freund, Esq., at Bredhoff & Kaiser, P.L.L.C.; and Ancela R. Nastasi, Esq., David A. Rosenzweig, Esq., and Camisha L. Simmons, Esq., at Fulbright & Jaworski L.L.P. The official committee of unsecured creditors selected New York law firm Kramer Levin Naftalis & Frankel LLP as its counsel. Tom Mayer and Ken Eckstein head the legal team for the committee. Hostess Brands in mid-November opted to pursue the orderly wind down of its business and sale of its assets after the Bakery, Confectionery, Tobacco and Grain Millers Union (BCTGM) commenced a nationwide strike. The Debtor failed to reach an agreement with BCTGM on contract changes. Hostess Brands said it intends to retain approximately 3,200 employees to assist with the initial phase of the wind down. Employee headcount is expected to decrease by 94% within the first 16 weeks of the wind down. The entire process is expected to be completed in one year. IMAGENETIX INC: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------- Debtor: Imagenetix, Inc., a Nevada corporation 10845 Rancho Bernardo Road, #105 San Diego, CA 92127 Bankruptcy Case No.: 12-16423 Chapter 11 Petition Date: December 17, 2012 Court: U.S. Bankruptcy Court Southern District of California (San Diego) Judge: Margaret M. Mann Debtor's Counsel: Robert E. Opera, Esq. WINTHROP COUCHOT 660 Newport Center Drive, Suite 400 Newport Beach, CA 92660 Tel: (949) 720 4100 E-mail: ropera@winthropcouchot.com Estimated Assets: $100,001 to $500,000 Estimated Debts: $1,000,001 to $10,000,000 A list of the Company's 20 largest unsecured creditors, filed together with the petition, is available for free at: http://bankrupt.com/misc/casb12-16423.pdf The petition was signed by William Spencer, president. IMPLANT GENERAL: Case Summary & 11 Largest Unsecured Creditors -------------------------------------------------------------- Debtor: Implant, General & Cosmetic Dentistry of Tampa Bay, P.A. 2184 Laurence Drive Clearwater, FL 33764 Bankruptcy Case No.: 12-18834 Chapter 11 Petition Date: December 17, 2012 Court: U.S. Bankruptcy Court Middle District of Florida (Tampa) Debtor's Counsel: Buddy D. Ford, Esq. BUDDY D. FORD, P.A. 115 N. MacDill Avenue Tampa, FL 33609-1521 Tel: (813) 877-4669 Fax: (813) 877-5543 E-mail: Buddy@tampaesq.com Scheduled Assets: $597,400 Scheduled Liabilities: $1,741,430 A list of the Company's 11 largest unsecured creditors, filed together with the petition, is available for free at: http://bankrupt.com/misc/flmb12-18834.pdf The petition was signed by Hani Samuel Tadros, president. Affiliate who filed a separate Chapter 11 petition: Entity Case No. Petition Date ------ -------- ------------- Hani Tadros and Suzanne Yassaoui -- -- INNER CITY: Judge Dismisses Shareholder Suit Over IP Sale --------------------------------------------------------- Stewart Bishop at Bankruptcy Law360 reports that a New York state judge has dismissed Inner City Broadcasting Corp. from a shareholder's suit over a bankrupt subsidiary's plan to sell some of its trademarks and other intellectual property, ruling the claims against the broadcaster weren't properly pled. Bankruptcy Law360 relates that the shareholder, Hugh Wyatt, has alleged that Inner City Broadcasting is trying to use the bankruptcy of its subsidiary Inner City Media Corp. to give away the parent's valuable intellectual property, including the call letters to its WBLS radio station. About Inner City On Aug. 23, 2011, affiliates of Yucaipa and CF ICBC LLC, Fortress Credit Funding I L.P., and Drawbridge Special Opportunities Fund Ltd., signed involuntary Chapter 11 petitions for Inner City Media Corp. and its affiliates (Bankr. S.D.N.Y. Case Nos. 11-13967 to 11-13979) to collect on a $254 million debt. The Petitioning Creditors are party to the senior secured credit Facility pursuant to which they (or their predecessors in interest) extended $197 million in loans to the Alleged Debtors to be used for general corporate purposes. More than two years ago, the Alleged Debtors defaulted under the Senior Secured Credit Facility, and in any event the entire amount of principal and accrued and unpaid interest and fees became immediately due and payable on Feb. 13, 2010. Inner City Media's affiliates subject to the involuntary Chapter 11 are ICBC Broadcast Holdings, Inc., Inner-City Broadcasting Corporation of Berkeley, ICBC Broadcast Holdings-CA, Inc., ICBC- NY, L.L.C., ICBC Broadcast Holdings-NY, Inc., Urban Radio, L.L.C., Urban Radio I, L.L.C., Urban Radio II, L.L.C., Urban Radio III, L.L.C., Urban Radio IV, L.L.C., Urban Radio of Mississippi, L.L.C., and Urban Radio of South Carolina, L.L.C. Judge Shelley C. Chapman granted each of Inner City Media Corporation and its debtor affiliates relief under Chapter 11 of the United States Code. The decision came after considering the involuntary petitions, and the Debtors' answer to involuntary petitions and consent to entry of order for relief and reservation of rights. Attorneys for Yucaipa Corporate Initiatives Fund II, L.P. and Yucaipa Corporate Initiatives (Parallel) Fund II, L.P. are John J. Rapisardi, Esq., and Scott J. Greenberg, Esq., at Cadwalader, Wickersham & Taft LLP. Attorneys for CF ICBC LLC, Fortress Credit Funding I L.P., and Drawbridge Special Opportunities Fund Ltd. are Adam C. Harris, Esq., and Meghan Breen, Esq., at Schulte Roth & Zabel LLP. Akin Gump Strauss Hauer & Feld LLP serves as the Debtors' counsel. Rothschild Inc. serves as the Debtors' financial advisors and investment bankers. GCG Inc. serves as the Debtors' claims agent. The United States Trustee said that an official committee under 11 U.S.C. Sec. 1102 has not been appointed in the bankruptcy case of Inner City Media because an insufficient number of persons holding unsecured claims against the Debtor has expressed interest in serving on a committee. JAMMIN JAVA: Incurs $944,700 Net Loss in October 31 Quarter ----------------------------------------------------------- Jammin Java Corp. filed its quarterly report on Form 10-Q, reporting a net loss of $944,742 on $536,055 of revenue for the three months ended Oct. 31, 2012, compared with a net loss of $894,636 on $126,786 of revenue for the three months ended Oct. 31, 2011. For the nine months ended Oct. 31, 2012, the Company had a net loss of $2.8 million on $1.4 million of revenue as compared to a net loss of $1.6 million on $198,483 of revenue for the nine months ended Oct. 31, 2011. The principal reasons for the increased net loss are: (i) sales of the Company's products have not caught-up with the expenses involved in connection with putting in place the Company's multichannel distribution and sales plan; (ii) compensation expenses necessary to incentivize management; (iii) selling expenses incurred in connection with raising necessary working capital; and (iv) professional fees, including those necessary to comply with rules and regulations applicable to a U.S. public reporting company. The Company's balance sheet at Oct. 31, 2012, showed $1.4 million in total assets, $922,925 in total current liabilities, and stockholders' equity of $519,327. The Company has an accumulated deficit since inception of $5,866,018. Squar, Milner, Peterson, Miranda & Williamson, LLP, in Newport Beach, California, expressed substantial doubt about Jammin Java's ability to continue as a going concern, following the Company's results for the fiscal year ended Jan. 31, 2012. The independent auditors noted that as of Jan. 31, 2012, the Company has incurred operating losses from inception and has only recently generated revenues from its principal operations. A copy of the Form 10-Q is available at http://is.gd/ELjJ4P Beverly Hills, Calif.-based Jammin Java Corp., doing business as Marley Coffee, provides sustainably grown, ethically- farmed and artisan roasted gourmet coffee through multiple United States and international distribution channels. JASPERS ENTERPRISES: Chapter 11 Reorganization Dismissed -------------------------------------------------------- The U.S. Bankruptcy Court for the Eastern District of Missouri dismissed the Chapter 11 Case of Jaspers Enterprises, Inc. The Court also ordered that the stays are terminated and all pending motions or applications, if any are denied as moot. As reported in the Troubled Company Reporter on Oct. 8, 2012, Nancy J. Gargula, the U.S. Trustee for Region 13, asked the Court to dismiss the Debtor's case. According to the U.S. Trustee, relief has been granted to certain secured creditors. As a result, no effective reorganization appears to be available to the Debtor. On Sept. 17, the Court granted Ozark Bank relief from the automatic stay against the Debtor, upon consideration of a third stipulated order authorizing the Debtor's use of Ozark Bank's cash collateral until Aug. 27, 2012. The Court had concluded that Ozark is entitled to immediate relief from the automatic stay by virtue of the expiration of the cash collateral order. Ozark Bank was authorized to pursue any and all of its remedies pursuant to the loan documents and applicable state and federal law. About Jaspers Enterprises Jaspers Enterprises, Inc., filed a bare-bones Chapter 11 petition (Bankr. E.D. Mo. Case No. 12-41073) in St. Louis, Missouri on Feb. 13, 2012. Jaspers Enterprises owns four Missouri hotels -- the Wingate in Maryland Heights plus the Days Inn property, the Howard Johnson, and the Red Roof Inn, all located in Branson. The Wingate hotel in Maryland Heights is under receivership with Midas Hospitality LLC as the receiver. Maryland Heights, Missouri-based Jaspers estimated assets of up to $50 million and debts of up to $10 million. It says that debts are primarily business debts. The largest unsecured creditors are Days Inn Worldwide, which is owed $361,760, and Wingate Inns International Inc., owed $252,000 for a trade debt. Judge Charles E. Rendlen III presides over the case. Robert E. Eggmann, Esq., and Thomas H. Riske, Esq., at Desai Eggmann Mason LLC, serve as the Debtor's counsel. The petition was signed by Keith Jaspers, president. JCK HOTELS: Reorganization Plan Confirmed at Cramdown Hearing ------------------------------------------------------------- The Bankruptcy Court has confirmed the plan of reorganization filed by JCK Hotels, LLC, formerly known as Mira Mesa Hotels, LLC, at a cramdown hearing on Nov. 29, 2012. Judge Louise D. Adler has previously approved the disclosure statement explaining the proposed plan. According to the Amended Disclosure Statement filed on April 16, 2012, the Plan contemplates an infusion of cash from JCK Holdings of $400,000 and $2,200,000 from investors. The cash infusion will be used by the Debtor to make distributions to allowed claims as provided in the Plan, reinstate unpaid interest and allowable costs of approximately $1.2 million of the first trust deed holder on the Debtor's properties. Approximately $950,000 of the cash infusion will be used to complete the renovations remaining on one of Debtor's two hotels Choice Hotel Suites, and another $150,000 will be reserved for fees and costs incurred by professionals in pursuit of confirming the Plan. The balance of approximately $450,000 will be used to pay 25% of the claims of Pacific Western Bank and 25% of the unsecured creditors. The Plan proposes this treatment of claims: * Reinstatement of First Lien Lender's Claim. The Debtor's note with its first priority secured creditor, LBUBS 2005-C2 Mira Mesa Limited Partnership ("LBUBS") will be reinstated. On the Effective Date, the Debtor will transfer approximately $1.2 million of the cash infusion to LBUBS. The Debtor believes the payment will fully cure and reinstate the LBUBS Loan. In contrast, LBUBS, which filed a $15.97 million claim, contends that Debtor owes more in default-interest and possibly other charges. JCK Holdings will contribute additional cash in the even that it is determined that the amount necessary to reinstate the Loan exceeds $1.2 million. * 25% Recovery for Second Lien Lender. On the Effective Date, Debtor will transfer from the remaining Cash Infusion to Debtor's second priority secured creditor, Pacific Western Bank ("PWB") an amount equal to 25% of its claim. Based on the liquidation value of the Debtor's assets, which are less than LBUBS' first priority interest, the Debtor contends that PWB is unsecured. The Plan proposes to pay PWB 25% of the value the PWB Loan in full satisfaction of its Unsecured Claim. * 25% Recovery for Unsecured Creditors. All holders of unsecured claims estimated to total $694,000 will be paid 25% of their Allowed Claim amounts on the Effective Date. The Debtor claims that unsecured creditors would receive a return of 0% if the case was converted to Chapter 7. * Investors to Obtain Control. The Plan contemplates an infusion of cash into JCK Holdings of $400,000 and $2,200,000 from investors LLJ Ventures, LLC and Chhatrala Group, LLC; in exchange for retention by JCK Holdings of a 25% membership interest in the Debtor and a purchase of a 75% membership interest in Reorganized Debtor by the investors, respectively. JCK Holdings has, as members Charles and Sarah Jung, who will contribute $400,000 to JCK Holdings, who will in turn contribute $400,000 to the Debtor and Dochun and Nam Kim, and disputed members Richard and Grace Choe who will contribute nothing to JCK Holdings. A copy of the First Amended Disclosure Statement dated April 16, 2012, is available for free at: http://bankrupt.com/misc/JCK_HOTELS_ds_amended.pdf About JCK Hotels, LLC JCK Hotels, LLC, fka Mira Mesa Hotels, LLC, operates the Holiday Inn Express Mira Mesa Hotel and the Comfort Suites Mira Mesa Hotel in San Diego, California. The Hotels are operated under licensing and franchise agreements with Holiday Inn Express and Comfort Suites. JCK Hotels filed for Chapter 11 bankruptcy (Bankr. S.D. Calif. Case No. 11-09428) on June 3, 2011. Judge Louise DeCarl Adler presides over the case. William M. Rathbone, Esq., and Daniel C. Silva, Esq., at Gordon & Rees LLP, in San Diego, Calif., serve as bankruptcy counsel. The Debtor tapped Dae Hyun Kim, CPA & Associates as financial advisor. While no formal appraisal has been done recently, the Debtor believes the fair market value of both Hotels exceeds $18 million. The Debtor disclosed $19,611,552 in assets and $14,974,079 in liabilities as of the Chapter 11 filing. The petition was signed by Charles Jung, managing member. Tiffany L. Carroll, Acting United States Trustee for Region 16, under 11 U.S.C. Sec. 1102(a) and (b), appointed three unsecured creditors to serve on the Official Committee of Unsecured Creditors of JCK Hotels, LLC. JER/JAMESON MEZZ I: Second Amended Joint Plan Confirmed ------------------------------------------------------- JER/Jameson Mezz Borrower I LLC, et al., has confirmed a Second Amended Joint Plan of Reorganization, as modified dated Dec. 11, 2012, that will fund payments from cash from the Reorganized Debtors, including cash from the Hotels' business operations. The Plan provides that the costs of making planned improvements to the Hotels will be funded with cash from the Debtors or Reorganized Debtors, well as key money to be provided by the licensors -- Wyndham Worldwide Corporation and Choice Hotels International, Inc. -- or after the confirmation of the Plan pursuant to the terms of the key money notes. Under the Plan, on or before the Effective Date, the Operating Debtors will enter into an operating lease with ColFin JIH AHI Opco, LLC, an affiliate of the Operating Debtors to be formed on or before the Effective Date. Pursuant to the Operating Lease, Opco will have the right to operate the Hotels and receive all revenues therefrom, in consideration of rental payments to the Operating Debtors. The Operating Debtors may also sell or assign certain personal property relating to the Hotels to Opco in connection with the Operating Lease. Pursuant to the new management agreement, Channel Point will manage the Hotels for an initial term of five years in consideration of a management fee which is a percentage of gross revenue. In connection with the New Management Agreement, an affiliate of Aimbridge will invest approximately $6 million in three joint ventures with the Colony JIH Lenders, in exchange for a minority non-controlling equity interest in ColFin and a supplemental profitsharing component in the event certain return hurdles are met, and a minority non-controlling direct or indirect equity interest in Opco and a subsidiary of Mezzco. A copy of the Plan is available for free at: http://bankrupt.com/misc/JERJAMESON_plan_modified.pdf About JER/Jameson Mezz Borrower II Founded in 1987, Jameson is a chain of 103 small, budget hotels operating under the Jameson brand in the Southeast and Midwest. The Jameson properties are operated under the names Jameson Inn and Signature Inn. The hotels are based in Smyrna, Georgia. The chain was taken private in a 2006 buyout by JER Partners, a unit of real-estate investor J.E. Robert Cos. JER then put $330 million of debt on the chain to finance the buyout. At the top of the list is a $175 million mortgage loan with Wells Fargo Bank NA serving as special servicer. There are four tranches of mezzanine loans, each for $40 million. The collateral for each of the Mezz Loans is the equity interest in the entity or entities immediately below the borrower of each Mezz Loan. All of the mezzanine loans matured in August. JER/Jameson NC Properties LP and JER/Jameson Properties LLC are borrowers under the loan with Wells Fargo. The mortgage loan is secured by mortgages on hotel properties. The first set of foreclosure sales were set for Nov. 1, 2011. The Mortgage Borrowers have not sought bankruptcy protection. Colony Capital affiliates, CDCF JIH Funding LLC and ColFin JIH Funding LLC, hold the first and second mezzanine loans. The First Mezz Loan is secured by a pledge of JER/Jameson Mezz Borrower I LLC's 100% interest in the Mortgage Borrowers. Prior to the maturity default, the Colony JIH Lenders purchased the Second Mezz Loan from a previous holder. The Second Mezz Loan is secured by a pledge of JER/Jameson Mezz Borrower II's 100% membership interest in the First Mezz Borrower. Gramercy Warehouse Funding I LLC and Gramercy Loan Services LLC hold a controlling participation interest in the Third Mezz and Fourth Mezz Loans. JER Investors Trust Inc. holds the remaining participation interests in the Third Mezz and Fourth Mezz Loans. JER/Jameson Holdco LLC, an affiliate of the Mortgage Borrowers, owns the 100% equity interest in the Fourth Mezz Borrower. Gramercy took over its mezzanine borrower in August. JER/Jameson Mezz Borrower II LLC filed for Chapter 11 bankruptcy (Bankr. D. Del. Case No. 11-13338) on Oct. 18, 2011, to prevent foreclosure by Colony. The Chapter 11 filing had the effect of preventing Colony from wiping out Gramercy's interest. Seven days later, JER/Jameson Mezz Borrower I LLC filed for bankruptcy (Bankr. D. Del. Case No. 11-13392) on Oct. 25, 2011. Judge Mary F. Walrath presides over the case. The Debtors tapped Ashby & Geddes, P.A. to represent their restructuring efforts. Epiq Bankruptcy Solutions, LLC, serves as its noticing, claims and balloting agent. Each of the Debtors estimated $100 million to $500 million in assets and $10 million to $50 million in debts. JER/Jameson Properties LLC disclosed $294,662,815 in assets and $163,424,762 in liabilities as of the Chapter 11 filing. The petitions were signed by James L. Gregory, vice president. Colony specializes in real estate and has roughly $34 billion of assets under management. Colony is represented in the case by Pauline K. Morgan, Esq., John T. Dorsey, Esq., Margaret Whiteman Greecher, Esq., and Patrick A. Jackson, Esq., at Young Conaway Stargatt & Taylor LLP; and Lindsee P. Granfield, Esq., Sean A. O'Neil, Esq., and Jane VanLare, Esq., at Cleary Gottlieb Steen & Hamilton LLP. The U.S. Trustee has not appointed an official Committee of unsecured creditors in any of the Debtors' cases. K-V PHARMACEUTICALS: Panel Taps Curtis Mallet as Conflicts Counsel ------------------------------------------------------------------ The Official Committee of Unsecured Creditors in the Chapter 11 cases of K-V Discovery Solutions, Inc., et al., asks the U.S. Bankruptcy Court for the Southern District of New York for permission to retain Curtis, Mallet-Prevost, Colt & Mosle LLP as its conflicts counsel. A hearing for Jan. 15, 2013, at 10:00 a.m., has been set on the Committee's request. Objections, if any, are due Jan. 8, at 4:00 p.m. The Court approved Stroock & Stroock & Lavan LLP as its lead counsel. According to the Committee, Curtis will be handling matters that may not be appropriately handled by Stroock (or other counsel to the Committee), because of actual or potential conflict of interest issues. The hourly rates of Curtis' personnel are: Partners $740 - $860 Counsel $510 - $635 Associates $305 - $600 Paraprofessionals $190 - $240 Managing Clerks $450 Other Support Personnel $55 - $325 To the best of the Committee's knowledge, Curtis is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. About K-V Pharmaceutical K-V Pharmaceutical Company (NYSE: KVa/KVb) -- http://www.kvpharmaceutical.com/-- is a fully integrated specialty pharmaceutical company that develops, manufactures, markets, and acquires technology-distinguished branded and generic/non-branded prescription pharmaceutical products. The Company markets its technology distinguished products through ETHEX Corporation, a subsidiary that competes with branded products, and Ther-Rx Corporation, the company's branded drug subsidiary. K-V Pharmaceutical Company and certain domestic subsidiaries on Aug. 4, 2012, filed voluntary Chapter 11 petitions (Bankr. S.D.N.Y. Lead Case No. 12-13346, under K-V Discovery Solutions Inc.) to restructure their financial obligations. K-V employed Willkie Farr & Gallagher LLP as bankruptcy counsel, Williams & Connolly LLP as special litigation counsel, and SNR Denton as special litigation counsel. In addition, K-V tapped Jefferies & Co., Inc., as financial advisor and investment banker. Epiq Bankruptcy Solutions LLC is the claims and notice agent. The U.S. Trustee appointed five members to serve in the Official Committee of Unsecured Creditors. Kristopher M. Hansen, Esq., Erez E. Gilad, Esq., and Matthew G. Garofalo, Esq., at Stroock & Stroock & Lavan LLP, represent the Creditors Committee. Weil, Gotshal & Manges LLP's Robert J. Lemons, Esq., and Lori R. Fife, Esq., represent an Ad Hoc Senior Noteholders Group. KM ASSOCIATES: To Sell All Assets Under Reorganization Plan ----------------------------------------------------------- Judge Ronald Pearson has conditionally approved the amended disclosure statement, dated Oct. 28, 2012, explaining the plan of reorganization filed by KM Associates, LLC. Through the financial resources of an outside investor, Four S Development LP, the Debtor's Second Amended Plan of Reorganization provides for the sale all of the Debtor's assets and the Principal Real Estate Asset to Kanawha Mall, LLC, free and clear of all liens. The sale of the Debtor's Assets to Kanawha Mall LLC, will be financed by a new loan to Kanawha Mall, LLC, by the Lenders to close contemporaneously with the closing on the sale of the Principal Real Estate Asset. The sale of the Debtor's Assets to Kanawha Mall, LLC, and its closing of the Financing with the Lenders will be completed on or before December 31, 2012. The Debtor will not be receiving any cash proceeds from its sale of its Assets to the Kanawha Mall, LLC. However, the Debtor will be receiving consideration in the form of repayment of $18,000,000 of indebtedness owed to the Lenders. Accordingly, the Debtor will not be receiving any sales proceeds with which to make distributions to Class 3, 4, and 5 creditors. Proceeds of the sale will be paid to the Lenders at closing up to the amount of their Allowed Secured Claim. The classification and treatment of claims under the plan are: A. Class 1 (Administrative Claims) will be paid in full. Total claims is estimated to be $27,600. B. Class 2 (Lenders' Secured Claim) estimated to total $24,336,494, will be satisfied through selling its assets to Kanawha Mall, LLC, and then it and the Lenders entering into the refinancing of the secured lien. C. Class 3 (Contractors' Mechanic Lien Claims) estimated to be $891,076, will be satisfied by transferring the Principal Real Estate Asset to Kanawha Mall, LLC, which transfer will be financed by the contemporaneous Financing with the Lenders, the Debtor will not be receiving any proceeds in which to make payment on the Contractors' claims. D. Class 4 (Unsecured Claims of all other unsecured creditors) will not paid. E. Class 5 (Unsecured Claims) consists of claims of ERECT Fund, Highmark Specialty R/E/ Trust, SAK, LLC, Lee O. Hill, Thomas E. Potter, and Frank A. Baer, II, totaling $3,719,937.88, will not be paid. The confirmation hearing on the amended reorganization plan was scheduled on Dec. 19, 2012, at 2:30 p.m. A copy of the amended disclosure statement is available for free at http://bankrupt.com/misc/KMASSOCIATES_ds2a.pdf About KM Associates KM Associates, LLC, filed a Chapter 11 bankruptcy petition (Bankr. S.D. W.Va. Case No. 12-20041) on Jan. 30, 2012. The petition was signed by Donald S. Simpson, managing member. The Debtor, a Single Asset Real Estate under 11 U.S.C. Sec. 101 (51B), disclosed assets of $17.3 million and liabilities of $26.5 million. Bank lenders The CNB Bank, Standard Bank PaSB First United Bank & Trust, Progressive Bank, N.A., Citizens Bank of West Virginia, Inc. and Farmers and Merchants Bank of Western Pennsylvania, National Association, are represented by Arthur M. Standish, Esq., and Kristian J. Jamieson, Esq., at Steptoe & Johnson PLLC. KNIGHT CAPITAL: Signs Merger Agreement with GETCO Holding --------------------------------------------------------- Knight Capital Group, Inc., and GETCO Holding Company, LLC, have entered into an agreement for a strategic business combination whereby GETCO and Knight will be combined under a new publicly traded holding company. According to both firms' statement, the combined firm will create a true industry leader as an independent market-maker and agency broker across geographies, market structures and asset classes. The resulting company will benefit from Knight's deep customer franchise and GETCO's leading edge technology platform, resulting in a company extremely well positioned to serve customers across multiple products globally. Under the agreement, existing Knight shareholders (other than GETCO) will have the right to elect to receive $3.75 per share in cash or one share of common stock of the new holding company. The cash consideration will be subject to pro-ration if the holders elect to receive more than $720 million in cash in the aggregate. Jefferies & Company, Inc., and its affiliates, the largest shareholders in Knight, have agreed to limit their cash election to 50 percent of their Knight shares to the extent it is necessary to ensure that other Knight shareholders can receive their desired cash level up to the 720 million dollar aggregate amount. GETCO members will receive 233 million shares of the new holding company and the 57 million shares of Knight currently owned by GETCO will be retired. GETCO members will receive warrants in the new holding company as follows: 25 million warrants with a $4.00 exercise price and a four-year term; 25 million warrants at a $4.50 exercise price and a five-year term; and 25 million warrants at a $5.00 exercise price and a six-year term. Based on the tangible net worth of GETCO and Knight as of Sept. 30, 2012, pro forma tangible book value of the combined company would be approximately $3.75 per share. "After a thorough evaluation, the Knight Board of Directors unanimously concluded that a merger between Knight and GETCO provides the best possible value creation opportunity for Knight's shareholders," said Thomas M. Joyce, Knight's chairman and chief executive officer. "The transaction provides near-term certainty in the form of cash, while also allowing shareholders to benefit from participation in the future success of the firm. Broker- dealers and institutions will continue to experience the same industry-leading execution quality and client service they've come to expect from Knight, with the additional liquidity-enhancing capabilities of GETCO's renowned technology." "The combination of Knight and GETCO will create a powerful, dynamic firm with an unmatched ability to deliver results for clients," said Daniel Coleman, GETCO's chief executive officer. "Market participants will benefit from industry-leading services, and our larger capital base will provide strong support for existing operations, as well as an attractive currency for growth. We are looking forward to bringing the talented employees of both companies together and beginning to realize the full potential of the combined organization." Mr. Coleman will become the Chief Executive Officer of the combined firm, while Mr. Joyce will serve as Executive Chairman of the Board of Directors. Steven Bisgay, Knight's Chief Financial Officer, will continue in that role for the combined company. The Board of Directors of the combined company will have nine members including Mr. Coleman and four other GETCO designees, and Mr. Joyce and three other Knight designees. The transaction is expected to be completed in the second quarter of 2013, subject to shareholder and customary regulatory approvals. "General Atlantic is excited to support the merger of GETCO and Knight. We look forward to working with the combined company's board and management to build the world's leading electronic market making and institutional brokerage firm," said Bill Ford, chief executive officer of General Atlantic, a growth investment firm that owns 25 percent of GETCO and has extensive experience as an active investor in market structure firms globally. The $1.4 billion purchase price represents a 51% premium to Knight's closing share price on Nov. 23, 2012. The amount also equates to a 15% premium to Knight's tangible book value, as of Sept. 30, 2012. GETCO has obtained commitments from affiliates of Jefferies for the financing necessary to complete the transaction, including refinancing all existing Knight and GETCO debt. General Atlantic will make an additional $55 million equity investment, which will bring their total investment in the new company to over $400 million. Sandler O'Neill & Partners, L.P., is serving as the financial advisor and Wachtell, Lipton, Rosen & Katz is providing legal advice to Knight. Jefferies & Company, Inc., is serving as the financial advisor and Sullivan & Cromwell LLP is providing legal advice to GETCO. Bank of America Merrill Lynch provided a fairness opinion to the board of directors of GETCO. About Knight Capital Knight Capital Group (NYSE Euronext: KCG) -- http://www.knight.com/-- is a global financial services firm that provides access to the capital markets across multiple asset classes to a broad network of clients, including broker-dealers, institutions and corporations. Knight is headquartered in Jersey City, N.J. with a global presence across the Americas, Europe, and the Asia Pacific regions. At the start of trading on Aug. 1, Knight Capital installed a trading software to push itself onto a new trading platform that the New York Stock Exchange opened that day. But when Knight's new system went live, the firm "experienced a human error and/or a technology malfunction related to its installation of trading software." The error caused Knight to place unauthorized offers to buy and sell shares of big American companies, driving up the volume of trading and causing a stir among traders and exchanges. The orders affected the shares of 148 companies, including Ford Motor, RadioShack and American Airlines, sending the markets into upheaval. Knight had to sell the stocks that it accidentally bought, prompting a $440 million pre-tax loss, the firm announced Aug. 2. Knight Capital averted collapse after announcing Aug. 6 that it has arranged $400 million in equity financing with Wall Street firms including Jefferies Group, Inc., which conceived and structured the investment, as well as Blackstone, GETCO LLC, Stephens, Stifel Financial Corp. and TD Ameritrade Holding Corporation. Knight has said that the software that led to the Aug. 1 trading issue has been removed from the company's systems. The New York Stock Exchange nonetheless said Aug. 7 said it "temporarily" reassigned the firm's market-making responsibilities for more than 600 securities to Getco, the high-speed trading firm that also invested in Knight. "This event severely impacted the Company's capital base and business operations, and the Company experienced reduced order flow, liquidity pressures and harm to customer and counterparty confidence," the Company said in its quarterly report for the period ended June 30, 2012. "As a result, there was substantial doubt about the Company's ability to continue as a going concern." Following the event of Aug. 1, 2012, the Company has begun an internal review into such event and associated controls. Knight Capital's balance sheet at Sept. 30, 2012, showed $8.58 billion in total assets, $7.10 billion in total liabilities, $259.27 million in convertible preferred stock, and $1.21 billion in total equity. KNIGHT CAPITAL: Jefferies & Company Owns 46.9% of Class A Shares ---------------------------------------------------------------- In an amended Schedule 13D filing with the U.S. Securities and Exchange Commission, Jefferies & Company, Inc., and its affiliates disclosed that, as of Dec. 17, 2012, they beneficially own 81,262,363 shares of Class A common stock of Knight Capital Group, Inc., representing 46.9% of the shares outstanding. Jefferies & Company previously reported beneficial ownership of 83,433,375 Class A shares or 46% as of Aug. 6, 2012. A copy of the amended filing is available for free at http://is.gd/V0Vs3Y About Knight Capital Knight Capital Group (NYSE Euronext: KCG) -- http://www.knight.com/-- is a global financial services firm that provides access to the capital markets across multiple asset classes to a broad network of clients, including broker-dealers, institutions and corporations. Knight is headquartered in Jersey City, N.J. with a global presence across the Americas, Europe, and the Asia Pacific regions. At the start of trading on Aug. 1, Knight Capital installed a trading software to push itself onto a new trading platform that the New York Stock Exchange opened that day. But when Knight's new system went live, the firm "experienced a human error and/or a technology malfunction related to its installation of trading software." The error caused Knight to place unauthorized offers to buy and sell shares of big American companies, driving up the volume of trading and causing a stir among traders and exchanges. The orders affected the shares of 148 companies, including Ford Motor, RadioShack and American Airlines, sending the markets into upheaval. Knight had to sell the stocks that it accidentally bought, prompting a $440 million pre-tax loss, the firm announced Aug. 2. Knight Capital averted collapse after announcing Aug. 6 that it has arranged $400 million in equity financing with Wall Street firms including Jefferies Group, Inc., which conceived and structured the investment, as well as Blackstone, GETCO LLC, Stephens, Stifel Financial Corp. and TD Ameritrade Holding Corporation. Knight has said that the software that led to the Aug. 1 trading issue has been removed from the company's systems. The New York Stock Exchange nonetheless said Aug. 7 said it "temporarily" reassigned the firm's market-making responsibilities for more than 600 securities to Getco, the high-speed trading firm that also invested in Knight. "This event severely impacted the Company's capital base and business operations, and the Company experienced reduced order flow, liquidity pressures and harm to customer and counterparty confidence," the Company said in its quarterly report for the period ended June 30, 2012. "As a result, there was substantial doubt about the Company's ability to continue as a going concern." Following the event of Aug. 1, 2012, the Company has begun an internal review into such event and associated controls. Knight Capital's balance sheet at Sept. 30, 2012, showed $8.58 billion in total assets, $7.10 billion in total liabilities, $259.27 million in convertible preferred stock, and $1.21 billion in total equity. LAKELAND DEVELOPMENT: H. Henry Eshraghian Approved as Tax Preparer ------------------------------------------------------------------ The U.S. Bankruptcy Court authorized Lakeland Development Company to employ H. Henry Eshraghian as tax preparer. As reported in the Troubled Company Reporter on Oct. 10, 2012, H. Henry Eshraghian is to prepare the Debtor's tax returns for the years 2009, 2010 and 2011. The Debtor will pay $1,295 for each of the three years for which both state and federal tax returns have been prepared and filed. H. Henry Eshraghian attests that he is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. About Lakeland Development Santa Fe Springs, California-based Lakeland Development Company is a privately held subsidiary in a family of companies headed by Energy Merchant Corp. Lakeland owns the real property located at 12345 Lakeland Road, Santa Fe Springs, California. The real property is composed of 10 parcels totaling roughly 55 acres. Lakeland filed a Chapter 11 petition (Bankr. C.D. Calif. Case No. 12-25842) in Los Angeles on May 4, 2012. Judge Richard M. Neiter presides over the case. Lawrence M. Jacobson, Esq., at Glickfeld, Fields & Jacobson LLP, and The Law Offices of Richard T. Baum, Esq., serve as the Debtor's counsel. The petition was signed by Michael Egner, chief financial officer. LARSON LAND: Trustee Taps Cook Martin to Prepare Tax Returns ------------------------------------------------------------ John L. Davidson, the Chapter 11 trustee for Larson Land Company, LLC, asks the U.S. Bankruptcy Court for the District of Idaho for permission to employ Cook Martin Paulson PC to perform services consisting of accounting for and preparation of the estate's tax returns for the period from the petition date to Dec. 31, 2012. In addition, Cook Martin will prepare returns for any prepetition periods for which returns have not been filed by the Debtor, which the trustee will furnish to the taxing authorities. Cook Martin would prepare the returns for a flat fee of $12,000. Upon Court approval of Cook Martin's employment, the trustee would pay $12,000 to Cook Martin as a retainer for its services. The $12,000 retainer would come from the carve-out for professional fees provided by Ontario Asset Holdings, LLC. Daniel G. Smith, shareholder at Cook Martin, assures the Court that the firm does not represent or hold any interest adverse to the Debtor or to the estate with respect to the matters for which it is to be employed. Mr. Smith says the Debtor did not owe anything to the firm as of the petition date as opposed to the Debtor's schedules indicating that as of the petition date, the Debtor owed Cook Martin $2,225. About Larson Land Ontario, Oregon-based Larson Land Company LLC, fka Select Onion Co. LLC -- http://www.selectonion.com/-- a privately held agribusiness company that grows, stores, processes and ships bagged onions, fresh processed onions, whole peel onions, IQF onions, and delicious raw breaded hand packed onion rings, filed a Chapter 11 petition (Bankr. D. Idaho Case No. 12-00820) in Boise, Idaho, on April 12, 2012, estimating assets of up to $100 million and debts of up to $500 million. Brent T. Robinson, Esq., at Robinson, Anthon & Tribe, serves as the Debtor's counsel. Judge Terry L. Myers, at the behest of the U.S. Trustee, ordered the appointment of a Chapter 11 trustee to replace management of the Debtor. Hawley Troxell Ennis & Hawley, LLP and Ball Janik LLP represent John L. Davidson, the Chapter 11 trustee for the Debtor. Robert D. Miller, Jr., U.S. Trustee for Region 18, appointed five unsecured creditors to serve on the Official Committee of Unsecured Creditors. LI-ION MOTORS: Incurs $39,000 Net Loss in October 31 Quarter ------------------------------------------------------------ Li-ion Motors Corporation filed with the U.S. Securities and Exchange Commission its quarterly report on Form 10-Q disclosing a net loss of $39,312 on $0 of total revenue for the three months ended Oct. 31, 2012, compared with a net loss of $287,224 on $172,318 of total revenue for the same period during the prior year. The Company's balance sheet at Oct. 31, 2012, showed $47,793 in total assets, $2.29 million in total liabilities and a $2.24 million total stockholders' deficiency. A copy of the Form 10-Q is available for free at: http://is.gd/D0P8PT About Li-ion Motors Las Vegas, Nev.-based Li-ion Motors Corp. was incorporated under the laws of the State of Nevada in April 2000. The Company is currently pursuing the development and marketing of electric powered vehicles and products based on the advanced lithium battery technology it has developed. LOCATION BASED TECH: Sues JMJ Financial Over Promissory Notes ------------------------------------------------------------- Location Based Technologies Inc. filed a lawsuit against Justin Keener d/b/a JMJ Financial relating to three promissory notes entered into between the Company and JMJ. The first note was entered into on or around March 16, 2012, with a principal sum of $550,000. The second note was entered into on or around April 18, 2012, with a principal sum of $620,000. The third note was entered into on or around May 1, 2012, with a principal sum of $550,000. The second note was paid off in full by the Company and the first and third notes are still outstanding. The Company is seeking a declaratory judgment claiming that all of the Notes violate applicable usury laws and therefore, the entire outstanding debt purportedly owed, including all principal and interest, is unenforceable. The Company is also seeking to recover all amounts previously paid in the second note as affirmative damages and all consequential damages from JMJ's prior conversions and short sales of the Company's stock. The Company is also seeking to invalidate all 1,956,522 warrants issued to JMJ pursuant to these transactions. About Location Based Technologies Irvine, Calif.-based Location Based Technologies, Inc., designs, develops, and sells leading-edge personal locator devices and services. Location Based incurred a net loss of $8.69 million for the year ended Aug. 31, 2012, compared with a net loss of $8.22 million during the prior fiscal year. Location Based's balance sheet at Aug. 31, 2012, showed $5.52 million in total assets, $5.75 million in total liabilities, $430,700 in commitments and contingencies and a $661,566 total stockholders' deficit. Comiskey & Company, the Company's independent registered public accounting firm, included an explanatory paragraph in its report on the Company's financial statements for the fiscal year ended Aug. 31, 2012, which expresses substantial doubt about the Company's ability to continue as a going concern. The independent auditors noted that the Company has incurred recurring losses since inception and has an accumulated deficit in excess of $45,000,000. There is minimal sales history for the Company's products, which are new to the marketplace. Bankruptcy Warning The Company remains obligated under a significant amount of notes payable, and Silicon Valley Bank has been granted security interests in its assets. "If we are unable to pay these or other obligations, the creditors could take action to enforce their rights, including foreclosing on their security interests, and we could be forced into liquidation and dissolution. We are also delinquent on a number of our accounts payable. Our creditors may be able to force us into involuntary bankruptcy," the Company said in its annual report for the period ended Aug. 31, 2012. MDU COMMUNICATIONS: Incurs $6.4-Mil. Net Loss in Fiscal 2012 ------------------------------------------------------------ MDU Communications International, Inc., filed on Dec. 21, 2012, its annual report on Form 10-K for the year ended Sept. 30, 2012. CohnReznick LLP, in Roseland, New Jersey, expressed substantial doubt about MDU's ability to continue as a going concern. The independent auditors noted that the Company has incurred significant recurring losses, has a working capital deficit, and an accumulated deficit of $75 million at Sept. 30, 2012. They also noted that the Company's $30 million Credit Facility matures on June 30, 2013. The Company reported a net loss of $6.4 million on $27.3 million of revenue for 2012, compared with a net loss of $7.4 million on $27.9 million of revenue for 2011. The Company's balance sheet at Sept. 30, 2012, showed $19.7 million in total assets, $32.3 million in total liabilities, and a stockholders' deficit of $12.6 million. A copy of the Form 10-K is available at http://is.gd/i7svc6 Totowa, New Jersey-based MDU Communications International, Inc., is a national provider of digital satellite television, high-speed Internet, digital phone and other information and communication services to residents living in the United States multi-dwelling unit market -- estimated to include 32 million residences. MDU COMMUNICATIONS: SF Investors Owns 6.4% Equity Stake ------------------------------------------------------- In a Schedule 13G filing with the U.S. Securities and Exchange Commission, SF Investors LP disclosed that, as of Dec. 17, 2012, it beneficially owns 354,521 shares of common stock of MDU Communications Int'l Inc. representing 6.42% of the shares outstanding. A copy of the filing is available at: http://is.gd/f8HbEo About MDU Totowa, New Jersey-based MDU Communications International, Inc., is a national provider of digital satellite television, high-speed Internet, digital voice and other information and communication services to residents living in the United States multi-dwelling unit ("MDU") market - estimated to include 26 million residences. The Company's balance sheet at June 30, 2012, showed $21.2 million in total assets, $33.2 million in total liabilities, and a stockholders' deficit of $12.0 million. "Our ability to continue to operate our business is substantially dependent on our ability to raise additional capital in the near term," the Company said in its quarterly report for the period ended June 30, 2012. "We are actively pursuing a number of possible funding options, but there can be no assurance that these efforts will be successful. Our expected continued losses from operations and the uncertainty about our ability to obtain sufficient additional capital raise substantial doubt about our ability to continue as a going concern." MID PINE: Case Summary & 2 Largest Unsecured Creditors ------------------------------------------------------ Debtor: Mid Pine Avenue LLC 3830 Valley Centre Drive, Suite 701-571 San Diego, CA 92130 Bankruptcy Case No.: 12-16409 Chapter 11 Petition Date: December 17, 2012 Court: U.S. Bankruptcy Court Southern District of California (San Diego) Judge: Laura S. Taylor Debtor's Counsel: Judith A. Descalso, Esq. LAW OFFICES OF JUDITH A. DESCALSO 960 Canterbury Place, Suite 340 Escondido, CA 92025 Tel: (760) 745-8380 Fax: (760) 860-9800 E-mail: jad@jdescalso.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 A list of the Company's two largest unsecured creditors, filed together with the petition, is available for free at: http://bankrupt.com/misc/casb12-16409.pdf The petition was signed by Rudy Medina, managing member. MILAGRO OIL: James Ivey Resigns CEO, President and Director Posts ----------------------------------------------------------------- James G. Ivey, the President and Chief Executive Officer and director of Milagro Oil & Gas, Inc., resigned, effective immediately and his employment agreement with the Company was terminated. In connection with this, Gary Mabie, the Company's Chief Operating Officer, was named President, in addition to his continuing service as Chief Operating Officer, and assumed the duties of Principal Executive Officer. There were no changes to Mr. Mabie's compensation in connection with this appointment. The Company is in the process of negotiating a separation agreement with Mr. Ivey. Milagro Oil & Gas, Inc., is an independent energy company based in Houston, Texas that is engaged in the acquisition, development, exploitation, and production of oil and natural gas. The Company's historic geographic focus has been along the onshore Gulf Coast area, primarily in Texas, Louisiana, and Mississippi. The Company operates a significant portfolio of oil and natural gas producing properties and mineral interests in this region and has expanded its footprint through the acquisition and development of additional producing or prospective properties in North Texas and Western Oklahoma. The Company's balance sheet at Sept. 30, 2012, showed $509.0 million in total assets, $461.3 million in total liabilities, $235.4 million in Redeemable series A preferred stock, and a stockholders' deficit of $187.7 million. Going Concern Uncertainty According to the regulatory filing, the 2011 Credit Facility contains customary financial and other covenants, including minimum working capital levels (the ratio of current assets plus the unused availability of the borrowing base under the 2011 Credit Facility to current liabilities) of not less than 1.0 to 1.0, minimum interest coverage ratio, as defined, of not less than 2.50 to 1.0, maximum leverage ratio, as defined, of debt balances as compared to EBITDA of not greater than 4.25 to 1.0 and maximum secured leverage ratio, as defined, of secured debt balances as compared to EBITDA of not greater than 2.00 to 1.0. The maximum leverage ratio will reduce to 4.00 to 1.0 as of March 31, 2013, and all periods thereafter. "The Company is currently exploring a range of alternatives to be in compliance with the financial covenant at the applicable dates. Unless the Company is able to execute one or more of these alternatives, the Company's maximum leverage ratio may not meet the reduced threshold in the covenants beginning on March 31, 2013. In that event, the Company would have to seek a waiver or amendment to these agreements and, if not granted, the lenders could declare a default and the Company will not be able to borrow additional funds under the facility. Accordingly, there is substantial doubt of the Company's ability to continue as a going concern." * * * As reported by the TCR on Nov. 29, 2012, Standard & Poor's Ratings Services lowered its corporate credit rating on Houston-based Milagro Oil & Gas Inc. to 'CCC' from 'CCC+'. "The rating action reflects our assessment that Milagro could face a near-term liquidity crisis," said Standard & Poor's credit analyst Christine Besset. MMRGLOBAL INC: Has License Agreement With Healthcare Holdings ------------------------------------------------------------- MyMedicalRecords, Inc., executed a Non-Exclusive Patent License Agreement with Healthcare Holdings Group, Inc., to license certain rights in the Company's Health IT patents, including, but not limited to: U.S. Patent No. 8,321,240; U.S. Patent No. 8,301,466; U.S. Patent No. 8,117,045; U.S. Patent No. 8,117,646; and U.S. Patent No. 8,121,855, as well as any other Health IT patents to be issued pursuant to pending applications filed by the Company in the United States and all divisions, continuations, reissues and extensions thereof. The Agreement expires simultaneously with the last to expire of the Licensed Patents. The Licensee will utilize the rights granted under the Licensed Patents in connection with its Health IT business, including Licensee's products and services directed to healthcare professionals, including ChartZoneMD, an Electronic Health Records cloud-based software solution, SmartFormsMD, a new voice-over commanded software module, and AccessMyRecords.com, an electronic storage and retrieval service for medical and legal records that serves as the patient portal for the ChartZoneMD EHR software suite, and other such products and services embodied in the Licensed Patents. About MMRGlobal Los Angeles, Calif.-based MMR Global, Inc. (OTC BB: MMRF) -- http://www.mmrglobal.com/-- through its wholly-owned operating subsidiary, MyMedicalRecords, Inc., provides secure and easy-to- use online Personal Health Records (PHRs) and electronic safe deposit box storage solutions, serving consumers, healthcare professionals, employers, insurance companies, financial institutions, and professional organizations and affinity groups. In the auditors' report accompanying the financial statements for year ended Dec. 31, 2011, Rose, Snyder & Jacobs LLP, in Encino, 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 negative cash flows from operations during the years ended Dec. 31, 2011, and 2010. The Company reported a net loss of $8.88 million in 2011, compared with a net loss of $17.90 million in 2010. The Company reported a net loss of $10.3 million in 2009. The Company's balance sheet at Sept. 30, 2012, showed $2.02 million in total assets, $8.48 million in total liabilities, and a $6.45 million total stockholders' deficit. MOHAWK INDUSTRIES: Moody's Affirms 'Ba1' Corp. Family Rating ------------------------------------------------------------ Moody's Investors Service revised Mohawk Industries, Inc.'s outlook to stable from positive in connection with its agreement to acquire Marazzi Group. At the same time, Mohawk's Ba1 Corporate Family Rating and its Ba1 senior unsecured notes rating were affirmed. On December 21, 2012, Mohawk announced that it had entered into an agreement to purchase Marazzi Group in a deal valued at around $1.5 billion. Marazzi designs, makes, and distributes tile and other flooring and ceramic bathroom products. Revenue for the year ended December 31, 2011 was over $1 billion. In addition, on October 29, 2012, the Company announced that it had entered into an agreement to purchase Pergo, a manufacturer of laminate flooring, for $150 million. Pergo's 2011 sales were approximately $320 million. "The outlook change reflects our view that Mohawk is unlikely to be upgraded in the next 12-18 months because of the additional leverage that will be incurred to fund the Marazzi acquisition and the resulting deterioration in credit metrics," said Kevin Cassidy, Senior Credit Officer at Moody's. Pro forma debt to EBITDA as of September 2012 will increase by about one turn to almost 3.4 times. However, Moody's expects leverage to approach 3 times in the next year or two given Mohawk's strong operating performance, cash generating abilities, and commitment to delevering. Despite the increase in leverage, Moody's thinks the acquisition makes strategic sense as it expands Mohawk's operating performance and increases its presence in the growing Russian flooring market. "However, it also increases Mohawk's exposure to the European market to over 20%," Mr. Cassidy noted. The following ratings were affirmed: Corporate Family Rating at Ba1; Probability of Default Rating at Ba1; $900 million 6.125% senior unsecured notes, due 2016 at Ba1 (LGD 4, 63% from LGD 4, 62%); Speculative Grade Liquidity rating at SGL-1 Ratings Rationale The Ba1 Corporate Family Rating reflects Mohawk's leading market share in floor covering (carpet, floor tiling and laminate), strong cash flow and its generally conservative financial policies. The Corporate Family Rating also reflects the size of the company with more than $5.7 billion of revenue ($7.1 billion pro forma) and significant geographic diversification throughout the U.S. and in Europe, Mexico, China and Russia. The rating also reflects Mohawk's moderately high pro forma leverage at almost 3.4 times, but also Moody's expectation that leverage will approach 3 times in the next year or two as demand increases, operations remain efficient, and debt is reduced. Mohawk management has been focused in recent years on reducing expenses in order to make its cost structure more efficient, which helps it offset high raw material prices. Moody's expects revenue to increase in 2013 due to increasing signs of improvement in the housing market, continued modest economic expansion in the US and demand expansion in both the commercial and residential market. Continued expansion in the international flooring markets will also help drive revenue growth. The rating is constrained by the integration risks associated with the Pergo and Marazzi acquisitions and by Mohawk's significant European exposure. The stable outlook reflects Moody's belief that residential and commercial floor covering demand will continue improving over the near to medium term and that Mohawk will reduce its leverage with free cash flow and earnings growth. At the same time, the outlook reflects the integration risks associated with the Marazzi and Pergo acquisition and the economic uncertainty in Europe. The rating could be upgraded if residential and commercial demand keeps increasing and the housing market and macro economy continue to improve. Key credit metrics which could support an upgrade are debt to EBITDA approaching 2.5 times and double digits EBITA margins. The rating could be downgraded if discretionary consumer spending significantly declines or operating performance otherwise weakens. Integration difficulties could also prompt a downgrade. Key credit metrics which could prompt a downgrade would be debt to EBITDA sustained above 4 times or EBITA margins in the low single digits. The principal methodologies used in this rating were Global Consumer Durables Industry Methodology published in October 2010. Other methodologies used include Loss Given Default for Speculative-Grade Non-Financial Companies in the U.S., Canada and EMEA published in June 2009. Headquartered in Calhoun, Georgia, Mohawk Industries is a leading producer of floor covering products for residential and commercial applications in the U.S. and outside the U.S. Mohawk products includes brands such as Mohawk, Unilin, Karastan, Ralph Lauren, Lees, Bigelow, Dal-Tile, American Olean, Pergo and Marazzi. Revenue for the twelve months ended September 30, 2012, approximated $5.7 billion ($7.1 billion pro forma). MY DENTIST: Case Summary & 20 Largest Unsecured Creditors --------------------------------------------------------- Debtor: My Dentist, Inc. 3955 B. East 120th Avenue Thornton, CO 80233 Bankruptcy Case No.: 12-35362 Chapter 11 Petition Date: December 17, 2012 Court: U.S. Bankruptcy Court District of Colorado (Denver) Judge: Howard R. Tallman Debtor's Counsel: Lee M. Kutner, Esq. KUTNER MILLER BRINEN, P.C. 303 E. 17th Avenue, Suite 500 Denver, CO 80203 Tel: (303) 832-2400 E-mail: lmk@kutnerlaw.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $500,001 to $1,000,000 A list of the Company's 20 largest unsecured creditors, filed together with the petition, is available for free at: http://bankrupt.com/misc/cob12-35362.pdf The petition was signed by Gregory Michael Krainik, president. Affiliate who filed a separate Chapter 11 petition: Entity Case No. Petition Date ------ -------- ------------- Gregory Krainik -- -- NAVISTAR INTERNATIONAL: Incurs $3-Bil. Net Loss in Fiscal 2012 -------------------------------------------------------------- Navistar International Corporation filed with the U.S. Securities and Exchange Commission its annual report on Form 10-K disclosing a net loss attributable to the Company of $3.01 billion on $12.94 billion of net sales and revenues for the year ended Oct. 31, 2012, compared with net income attributable to the Company of $1.72 billion on $13.95 billion of net sales and revenues during the prior year. The Company reported a net loss attributable to the Company of $2.76 billion on $3.27 billion of net sales and revenues, compared with net income attributable to the Company of $255 million on $4.32 billion of net sales and revenues for the same quarter a year ago. The Company's balance sheet at Oct. 31, 2012, showed $9.10 billion in total assets, $12.36 billion in total liabilities and a $3.26 billion total stockholders' deficit. "We continue to make significant progress on our turnaround and the complexity of this quarter's results is reflective of the actions necessary during this time of transition," said Lewis B. Campbell, Navistar chairman and chief executive officer. "The team has delivered numerous successes, including exceeding our cash guidance, launching the ProStar with the ISX 15-liter ahead of schedule and moving forward with several opportunities identified during our ROIC-focused business reviews. Additionally, with the improvement to our manufacturing footprint by closing our Garland, Texas, manufacturing plant and the completion of workforce reductions in North America and South America, we are positioned to exceed our goal of reducing structural costs by $175 million." A copy of the Form 10-K is available for free at: http://is.gd/3NSmy0 About Navistar International Navistar International Corporation (NYSE: NAV) -- http://www.Navistar.com/-- is a holding company whose subsidiaries and affiliates subsidiaries produce International(R) brand commercial and military trucks, MaxxForce(R) brand diesel engines, IC Bus(TM) brand school and commercial buses, Monaco RV brands of recreational vehicles, and Workhorse(R) brand chassis for motor homes and step vans. It also is a private-label designer and manufacturer of diesel engines for the pickup truck, van and SUV markets. The company also provides truck and diesel engine parts and service. Another affiliate offers financing services. * * * In the Aug. 3, 2012, edition of the TCR, Moody's Investors Service lowered Navistar International Corporation's Corporate Family Rating (CFR), Probability of Default Rating (PDR), and senior note rating to B2 from B1. The downgrade of Navistar's ratings reflects the significant challenges the company will face during the next eighteen months in re-establishing the profitability and competitiveness of its US and Canadian truck operations in light of the failure to achieve EPA certification of its EGR emissions technology, the significant reductions in military revenues and substantially higher engine warranty reserves. As reported by the TCR on June 13, 2012, Standard & Poor's Ratings Services lowered its ratings on Navistar International Corp., including the corporate credit rating to 'B+', from 'BB-'. "The downgrade and CreditWatch placement reflect the company's operational and financial setbacks in recent months," said Standard & Poor's credit analyst Sol Samson. In the Sept. 19, 2012, edition of the TCR, Fitch Ratings has downgraded the Issuer Default Ratings (IDR) for Navistar International Corporation (NAV) and Navistar Financial Corporation (NFC) to 'CCC' from 'B-'. The rating Outlook is Negative. The rating downgrades and Negative Rating Outlook reflect the company's heightened liquidity risk and negative manufacturing free cash flow (FCF) which could continue into 2013. NESBITT PORTLAND: Joint Plan Features Two Alternatives for Funding ------------------------------------------------------------------ Nesbitt Portlant Property et al., has filed a disclosure statement in support of its joint plan of reorganization dated Nov. 28, 2012. The Plan Funding will be provided by either the New Money Investment or Term Loan B and the funds held by the Lender in the capital improvement reserve which, at the Petition Date, equaled approximately $3.6 million. The funds will be used to make certain capital improvements to the Hotels and initial Distributions as set forth in the Plan. On the Effective Date, if any of the impaired classes votes to reject the Plan, all of the Debtors' membership interests will be deemed cancelled, and the Reorganized Debtors shall issue New Membership Interests to the New Equity Sponsor in exchange for the New Money Investment. The New Money Investment will be for approximately $34 million. On the Effective Date, if Class 1 and Class 6 vote to accept the Plan, the Reorganized Debtors will obtain a loan from the Exit Lender. The Term Loan B will be for approximately $34 million, and is anticipated to have an interest rate of 10 percent; a 5- year term; interest-only for all five years; and be secured by a second lien on the Hotels. These terms are subject to negotiation with the Term Loan Blender. The Reorganized Debtors will assume the Franchise Agreements and the Management Agreements. The Debtors' balance sheet projections provide for a reserve sufficient to cure accrued, unpaid Windsor management fees on terms to be negotiated with Windsor and approved by the Court. As a condition to retaining their licenses and Franchise Agreements to operate as Hilton Embassy Suites, Hilton requires the Reorganized Debtors to make certain improvements on all of the Hotels. Hilton also requires several of the Hotels to perform certain additional relicensing improvements and renovations. The Debtors have requested new Product Improvement Programs from Hilton and will have the ability to use up to an estimated $33.6 million of the Plan Funding to fund the Brand Standard Improvements and the Product Improvement Programs. Notwithstanding the Debtors' estimate for the Product Improvement Programs and the Brand Standard Improvements, the improvements may cost less than $33.6 million. Windsor will manage the implementation of the Brand Standard Improvements and the Product Improvement Program pursuant to the Management Agreements. The Amended Articles of Organization and the Amended Operating Agreements contain provisions as are necessary to satisfy the provisions of the Plan and, to the extent necessary, to prohibit the issuance of nonvoting equity securities as required by Section 1123(a) (6) of the Bankruptcy Code, subject to further amendment of the Amended Articles of Organization and Amended Operating Agreements as permitted by applicable law. The Amended Articles of Organization and Amended Operating Agreements will contain indemnification provisions applicable to the officers and employees of the Reorganized Debtors and such other Entities as may be deemed appropriate in the discretion of the Reorganized Debtors and will provide for the authorization and issuance of the New Membership Interests, if necessary. A copy of the disclosure statement is available for free at: http://bankrupt.com/misc/NESBITT_PORTLAND_ds.pdf About Nesbitt Portland Property et al. Windsor Capital Group Inc. CEO Patrick M. Nesbitt sent hotel- companies to Chapter 11 bankruptcy to stop a receiver named by U.S. Bank National Association from taking over eight Embassy Suites hotels. The eight hotels were pledged by the Debtors as collateral for the loans with U.S. Bank. According to http://www.wcghotels.com/Santa Monica-based Windsor owns and/or operates 23 branded hotels in 11 states across the U.S. Windsor Capital is the largest private owner and operator of Embassy Suites hotels. In the case U.S. Bank vs. Nesbitt Bellevue Property LLC, et al. (S.D.N.Y. 12 Civ. 423), U.S. Bank obtained approval from the district judge in June to name Alan Tantleff of FTI Consulting, Inc., as receiver for: * Embassy Suites Colorado Springs in Colorado; * Embassy Suites Denver Southeast in Colorado; * Embassy Suites Cincinnati - Northeast in Blue Ash, Ohio; * Embassy Suites Portland - Washington Square in Tigard, Oregon; * Embassy Suites Detroit - Livornia/Novi in Michigan; * Embassy Suites El Paso in Texas; * Embassy Suites Seattle - North/Lynwood in Washington; and * Embassy Suites Seattle - Bellevue in Washington The receiver obtained district court permission to engage Crescent Hotels and Resorts LLC to manage the eight hotels. But before Mr. Adam could take physical possession of the properties and take control of the Hotels, the eight borrowers filed Chapter 11 petitions (Bankr. C.D. Calif. Lead Case No. 12-12883) on July 31, 2012, in Santa Barbara, California. The debtor-entities are Nesbitt Portland Property LLC; Nesbitt Bellevue Property LLC; Nesbitt El Paso Property, L.P.; Nesbitt Denver Property LLC; Nesbitt Lynnwood Property LLC; Nesbitt Colorado Springs Property LLC; Nesbitt Livonia Property LLC; and Nesbitt Blue Ash Property LLC. Bankruptcy Judge Robin Riblet presides over the cases. The Debtors are represented in the Chapter 11 case by attorneys at Susi & Gura, PC, and Griffith & Thornburgh LLP. Alvarez & Marsal North American, LLC, serves as financial advisors. Attorneys at Kilpatrick Townsend & Stockton LLP represented the Debtors in the receivership case. U.S. Bank National Association, as Trustee and Successor in Interest to Bank of America, N.A., as Trustee for Registered Holders of GS Mortgage Securities Corporation II, Commercial Mortgage Passthrough Certificates, Series 2006-GG6, acting by and through Torchlight Loan Services, LLC, as special servicer, are represented in the case by David Weinstein, Esq., and Lawrence P. Gottesman, Esq., at Bryan Cave LLP. On Sept. 5, 2012, the Debtors filed with the Court their schedules of assets and liabilities. Nesbitt Portland scheduled $29.4 million in assets and $192.3 million in liabilities. Nesbitt Portland's hotel property is valued at $27.19 million, and secures a $191.9 million debt to U.S. Bank. NEW ENGLAND COMPOUNDING: Files Ch.11 to Address Meningitis Claims ----------------------------------------------------------------- New England Compounding Pharmacy, Inc. d/b/a New England Compounding Center, on Dec. 21 filed for protection under Chapter 11 of the U.S. Bankruptcy Code. The filing, which was made in the United States Bankruptcy Court for the District of Massachusetts, seeks to establish a fund to compensate individuals and families affected by a nationwide meningitis outbreak. In papers filed with the court, the company said its goal is to provide a greater, quicker, fairer payout to its creditors than they could achieve through piecemeal litigation. The company has appointed Keith D. Lowey -- klowey@vlpc.com -- as Independent Director of NECC and as the company's Chief Restructuring Officer. Mr. Lowey will be responsible for NECC's effort to establish the Compensation Fund and commence payments to affected parties. "This will be a cooperative effort," said Lowey, who is a Principal in the Financial Consulting firm Verdolino & Lowey. "We want to assemble a substantial fund, and then distribute it fairly and efficiently to those who are entitled to relief." On Oct. 6, 2012, NECC announced a recall of all products in circulation that were compounded at and distributed from its facility in Framingham, Massachusetts. It said it took the action out of an abundance of caution due to the potential risk of contamination, and in cooperation with an investigation being conducted by the U.S. Food and Drug Administration, the Centers for Disease Control and Prevention and the Massachusetts Board of Registration in Pharmacy. The FDA had previously issued guidance for medical professionals that all products distributed by NECC should be retained and secured. Lowey said that NECC seeks to forge a consensual, comprehensive resolution of claims which will be funded by agreements reached among the claimants, the Company, its insurers and other parties with potential liability for the meningitis cases. All such claims will be addressed in U.S. Bankruptcy court. Mr. Lowey will be in charge of NECC's conduct of the Chapter 11 case and its effort to work cooperatively with those impacted by the meningitis outbreak. "We want to confirm the Chapter 11 plan establishing the Compensation Fund as soon as possible," Lowey said. To accomplish this goal, NECC's bankruptcy counsel, Daniel Cohn of Murtha Cullina LLP, emphasized that claimants and their lawyers will be actively involved. "We expect that a committee of meningitis claimants will be appointed to represent the entire group," said Cohn. "That will help assure that an appropriate amount will be collected and contributed to the Compensation Fund, and that the money will be distributed fairly." "Many families across the U.S. have been impacted by this great tragedy, and it is difficult to comprehend the sense of loss so many people have experienced. Everyone associated with New England Compounding Center shares that sense of loss," Lowey said. "We recognize the need to compensate those affected by the meningitis outbreak fairly and appropriately. We hope that by establishing this Fund under Chapter 11 of the U.S. Bankruptcy Code, those families impacted by this tragedy may be compensated as quickly as is possible." The company listed between $1 million and $10 million in both assets and liabilities. NORTEL NETWORKS: Seeks Court Approval of Incentive Plan ------------------------------------------------------- BankruptcyData.com reports that Nortel Networks filed with the U.S. Bankruptcy Court a motion for an order authorizing the Debtors to (A) grant awards pursuant to the Nortel Networks' incentive plan, and (B) enter into individual special incentive payment agreements with certain key personnel. The 2013 incentive awards paid will not exceed approximately $1,081,915. The Court scheduled a Jan. 9 hearing on the matter. 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. ODYSSEY DIVERSIFIED: Amends Schedules of Assets and Liabilities --------------------------------------------------------------- Odyssey Diversified VI, LLC, filed with the U.S. Bankruptcy Court for the Middle District of Florida amended schedules of assets and liabilities, disclosing: Name of Schedule Assets Liabilities ---------------- ----------- ----------- A. Real Property $0 B. Personal Property $549 C. Property Claimed as Exempt D. Creditors Holding Secured Claims $20,000,000 E. Creditors Holding Unsecured Priority Claims $0 F. Creditors Holding Unsecured Non-priority Claims $4,884,004 ----------- ----------- TOTAL $549 $24,884,004 A copy of the schedules is available for free at http://bankrupt.com/misc/ODYSSEY_DIVERSIFIED_sal_amended.pdf As reported in the Troubled Company Reporter on Oct. 10, 2012, the Debtor disclosed $549 in assets and $24,884,004 in liabilities as of the Chapter 11 filing. About Odyssey Diversified Odyssey Diversified VI, LLC, Odyssey Diversified VII, LLC, and Odyssey Diversified IX, LLC, sought Chapter 11 protection (Bankr. M.D. Fla. Case Nos. 12-12323 to 12-12325) on Aug. 10, 2012, in Tampa, Florida. Edward J. Peterson. Esq., at Tampa, Florida, serves as counsel to the Debtors. Diversified VI disclosed $549 in total assets and $24,884,004 in total liabilities in its schedules of assets and liabilities. William Maloney of Bill Maloney Consulting serves as chief restructuring officer for the Debtors. OLDE PRAIRIE: Equity Holders Object to Cancellation of Shares ------------------------------------------------------------- Christopher Coggeshall, in his capacity as trustee of The Promenade Trust, and Rosa Scarcelli in her capacity as an equity holder of Olde Prairie Block Owner, LLC, object to the Debtor's Plan of Reorganization dated October 19, 2012. The Trustee owns approximately 40% of one of the two LLCs that own the Debtor and 25% of the other, and Ms. Scarcelli owns 8% of the interest of one of the LLC owners of the Debtor, and therefore both have an indirect equity interest in the Debtor. According to the Disclosure Statement, the Debtor is solvent. While the Trustee and Ms. Scarcelli generally support the Debtor's efforts to reorganize, they object to the Debtor's efforts, through the Plan, to permit some of the existing members to obtain 100% of the equity in the "reorganized debtor" while wiping out others, including the Trustee and Ms. Scarcelli. The scheme by the Debtor's management to cancel the existing membership interests in this solvent debtor and re-issue them to an entity controlled by the Debtor's managing-member will eviscerate the Trustee's and Scarcelli's minority interests in the Debtor's development project (which the Debtor asserts has great value) in contravention of the Bankruptcy Code and applicable non-bankruptcy law. The trustee is represented by: Roger A. Clement, Jr., Esq. Nathaniel R. Hull, Esq. VERRILL DANA LLP One Portland Square Portland, ME 04112-0586 Tel: (207) 774-4000 E-mail: nhull@verrilldana.com About Olde Prairie Block Owner Olde Prairie Block Owner, LLC, filed a bare-bones Chapter 11 petition (Bankr. N.D. Ill. Case No. 12-37599) in Chicago on Sept. 2012, disclosing assets of $97 million in assets and $80.6 million in liabilities in its schedules. The Debtor owns two properties: (i) the Old Prairie Property, a 53,575 square foot parcel that has a building and a gravel paved lot at E. Cermak Road in Chicago, and (ii) the Lakeside Property, a 159,960 square-feet property that contains buildings in Chicago. The Debtor said CenterPoint Properties Trust has a disputed claim of $70.8 million, of which $63.3 million is secured. JMB Capital Partners is owed $3.4 million on account of DIP financing in a previous Chapter 11 case. Olde Prairie Block first sought chapter 11 protection (Bankr. N.D. Ill. Case No. 10-22668) on May 18, 2010. Two years later, the bankruptcy judge in Chicago dismissed the case and granted Centerpoint's motion to lift automatic stay to permit its state- court foreclosure action to proceed. In the prior case, the Debtor was represented by John Ruskusky, Esq., George R. Mesires, Esq., and Patrick F. Ross, Esq., at Ungaretti & Harris LLP, in Chicago. Robert R. Benjamin, Esq., at Golan & Christie, LLP, serves as counsel to the Debtor in the 2012 Chapter 11 case. CenterPoint is represented in the 2012 case by David F. Heroy, Esq., and Erin E. Broderick, Esq., at Baker & McKenzie LLP. No creditor's committee has been appointed in the case. No trustee has been appointed. PACESETTER FABRICS: Court Rejects Bid to Use Cathay Bank's Cash --------------------------------------------------------------- The U.S. Bankruptcy Court for the Central District of California has denied the emergency motion of Pacesetter Fabrics, LLC, to continue using the cash collateral of Cathay Bank. The Debtor proposed to use the cash to pay actual, necessary and reasonable expenses of ordinary maintenance and operation of the collateral. The Debtor also proposed that in additional to any other payments required to be made to the lender in the original stipulation, the Debtor would pay to the lender (a) all payments required -- weekly payments of $10,000; (b) interest payments of not less than $37,500; and (c) payments of not less than $100,000. As of the Petition Date, the bank asserts it is owed $12.6 million in the aggregate plus attorneys' fees and costs as of June 17, 2011, under various prepetition secured loan agreements with the Debtor. The debt includes a $17.5 million loan under a 2009 agreement among Pacesetter, its affiliate Rock L.A. Fashion LLC, and the bank. About Pacesetter Fabrics Based in City of Commerce, California, Pacesetter Fabrics, LLC, dba Pacesetter Off Price and Pacesetter Garments, is a distributor of quality textile and garment fabrics in the United States and international markets. The Company has been in business for over 14 years. The Company is owned 98% by Net, LLC, a California limited liability company, 1% by Leora Namvar (Ramin Namvar's wife), and 1% by Massoud Poursalimi (Leora Namvar and David Poursalimi's father). Net LLC is in turn owned 99% by Ramin Namvar and 1% Leora Namvar. Pacesetter Fabrics filed for Chapter 11 bankruptcy (Bankr. C.D. Calif. Case No. 11-36330) on June 17, 2011. Judge Ernest M. Robles presides over the case. Greenberg Glusker Fields Claman & Machtinger LLP serves as successor general bankruptcy counsel. The Debtor disclosed $33,695,869 in assets and $28,599,582 in liabilities as of the Chapter 11 filing. Brian Wygle president of Lazarus Resources Group, LLC, a corporate turnaround consultant, assists Pacesetter with its turnaround and reorganization efforts and the financial affairs and management of the Company. PACIFIC MONARCH: Amended Reorganization Plan Declared Effective --------------------------------------------------------------- Pacific Monarch Resorts, Inc., et al., notified the U.S. Bankruptcy Court for the Central District of California that the Effective Date of their Second Amended Joint Chapter 11 Plan of Reorganization dated Sept. 18, 2012, occurred on Dec. 14. The Court confirmed the Debtors' Second Amended Plan on Nov. 27. As reported in the Sept. 12, 2012 edition of the Troubled Company Reporter, the Debtors sold substantially all assets pursuant to 11 U.S.C. Sec. 363 to Diamond Resorts International in a transaction valued at $49.3 million. There was also a related sale of the assets to Resort Finance America, LLC, in exchange for $130 million of debt. The Debtors obtained approval of the sale in January but the sale was only completed in May. The Debtors tweaked the Plan documents to incorporate the terms of the sale. According to the Disclosure Statement: (1) There will be substantive consolidation of PMR, Vacation Interval Realty, Inc. (VIR), and Vacation Marketing Group, Inc. (VMG), (2) The Mexican entities -- MGV Cabo, LLC, Desarrollo Cabo Azul, S. de R.L. de C.V. (DCA), and Operadora MGVM S. de R.L. de C.V. -- will be merged into DCA and all claims against the Mexican entities, other than RFA's claim against DCA, will be paid in full. (3) On an after the effective date, reorganized PMR will retain the assets pursuant to a transition services agreement. PMR will deliver a notice by June 30, 2013, that the agreement has been completed. (4) Causes of Action, and assets not included in the sale will be transferred to the liquidation trust established for PMR, which will liquidate the causes action and all other trust assets, and distribute the proceeds thereof to holders of allowed claims. (5) All Holders of allowed claims against DCA and the Mexican Entities, other than RFA, will be paid in full. (6) Holders of allowed general unsecured claims against PMR, VIR and VMG, which will be substantively consolidated with PMR, will be entitled to Pro Rata distributions from the Liquidation Trust. (7) Holders of allowed convenience class claims against PMR, VIR and VMG, will receive a cash payment equal to 20% of their allowed claims. (8) From and after the Transition Completion Date, the Reorganized PMR Equity will be owned by a "New Equity Holder," who is not an affiliate or insider of any of the Debtors, and the equity in Reorganized DCA will be owned by Reorganized PMR. The Reorganized PMR Equity will be transferred to or issued to the New Equity Holder in exchange for the $50,000 cash payment to the Liquidation Trust. (9) The current interest holders of the Debtors will not receive or retain anything on account of their interests. A copy of the Disclosure Statement dated Sept. 4, 2012, is available for free at: http://bankrupt.com/misc/Pacific_M_DS_090412.pdf About Pacific Monarch Pacific Monarch Resorts, Inc., and its affiliated debtors operate a "timeshare business" business. The Debtors filed voluntary Chapter 11 petitions (Bankr. C.D. Calif. Lead Case No. 11-24720) on Oct. 24, 2011, disclosing $100 million to $500 million in both assets and debts. The affiliated debtors are Vacation Interval Realty Inc., Vacation Marketing Group Inc., MGV Cabo LLC, Desarrollo Cabo Azul, S. de R.L. de C.V., and Operadora MGVM S. de R.L. de C.V. Based in Laguna Hills, California, Pacific Monarch and its affiliates generate revenue primarily from the sale and financing of "vacation ownership points" in a timeshare program commonly known and marketed as "Monarch Grand Vacations," a multi-location vacation timeshare program that establishes a uniform plan for the development, ownership, use and enjoyment of specified resort accommodations for the benefit of its members. MGV is a nonprofit mutual benefit corporation whose members are timeshare owners, and it is administered by a board of directors elected by MGV members. As of the Petition Date, MGV owned Resort Accommodations within these resorts: Palm Canyon Resort (Palm Springs), Riviera Oaks Resort & Racquet Club (Ramona), Riviera Beach & Spa Resort - Phases I and II (Dana Point), Riviera Shores Beach (Dana Point), Cedar Breaks Lodge (Brian Head), Tahoe Seasons Resort (South Lake Tahoe), Desert Isle of Palm Springs (Palm Springs), the Cancun Resort (Las Vegas), and the Cabo Azul Resort (Los Cabos, Mexico). Future Vacation Accommodations are currently in the pre- development stage in Kona, Hawaii and Las Vegas, Nevada. Additionally, the Cabo Azul Resort has construction in progress on two buildings. The Pacific Monarch entities do not include the entities that actually own the timeshare properties that have been dedicated to use by the purchasers of timeshare points. The trusts that own the properties are not liable for the Pacific Monarch entities' obligations. MGV is not a debtor. Judge Erithe A. Smith presides over the jointly administered cases. Lawyers at Stutman, Treister & Glatt PC, in Los Angeles, serve as counsel to the Debtors. The petition was signed by Mark D. Post, chief executive officer and director. Houlihan Lokey Capital, Inc., serves as investment baker to the Debtors. Raymond J. Gaskill, Esq., represents the Debtors as special timeshare counsel. Greenberg, Whitcombe & Takeuchi, LLP, serves as the Debtors' special counsel for employment and labor matters. Lesley, Thomas, Schwarz & Postma, Inc., serves as the Debtors' tax and vacation ownership points accountants. White & Case LLP is the Debtors' special tax counsel. Attorneys at Brinkman Portillo Ronk, PC, serve as counsel to the Official Committee of Unsecured Creditors. Creditor Ikon Financial Services is represented by Christine R. Etheridge. Creditor California Bank & Trust is represented in the case by Michael G. Fletcher at Frandzel Robins Bloom & Csato, L.C. Marwill F. Goldberg, Esq. at Glass & Goldberg argues for creditor Fifth Third Bank. Creditor The Macerich Company is represented by Brian D. Huben, Esq. at Katten Muchin Rosenman LLP. Interested Party DPM Acquisition is represented by Joshua D. Wayser, Esq. at Katten Muchin Rosenman LLP. Peter C. Anderson, the U.S. Trustee for Region 16, notified the U.S. Bankruptcy Court for the Central District of California of the disbanding of the Official Committee of Unsecured Creditors in the Chapter 11 cases of Pacific Monarch Resorts, Inc. PALM COURT: Case Summary & 5 Largest Unsecured Creditors -------------------------------------------------------- Debtor: Palm Court, Inc. 329 23rd Street, #203 Miami Beach, FL 33139 Bankruptcy Case No.: 12-39920 Chapter 11 Petition Date: December 17, 2012 Court: U.S. Bankruptcy Court Southern District of Florida (Miami) Judge: Laurel M. Isicoff Debtor's Counsel: Paul J. Battista, Esq. GENOVESE JOBLOVE & BATTISTA, P.A. 100 SE 2 Street, #4400 Miami, FL 33131 Tel: (305) 349-2300 Fax: (305) 349-2310 E-mail: pbattista@gjb-law.com Estimated Assets: $0 to $50,000 Estimated Debts: $1,000,001 to $10,000,000 A list of the Company's five largest unsecured creditors, filed together with the petition, is available for free at: http://bankrupt.com/misc/flsb12-39920.pdf The petition was signed by Ronald Bloomberg, authorized officer. Affiliate that filed separate Chapter 11 petition: Entity Case No. Petition Date ------ -------- ------------- Palm Court at 23rd Street, Inc. 12-39919 12/17/12 PALM COURT AT 23RD: Case Summary & 20 Largest Unsecured Creditors ----------------------------------------------------------------- Debtor: Palm Court at 23rd Street, Ltd. 329 23rd Street, #203 Miami Beach, FL 33139 Bankruptcy Case No.: 12-39919 Chapter 11 Petition Date: December 17, 2012 Court: U.S. Bankruptcy Court Southern District of Florida (Miami) Judge: Laurel M. Isicoff Debtor's Counsel: Paul J. Battista, Esq. GENOVESE JOBLOVE & BATTISTA, P.A. 100 SE 2 Street, #4400 Miami, FL 33131 Tel: (305) 349-2300 Fax: (305) 349-2310 E-mail: pbattista@gjb-law.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 A list of the Company's 20 largest unsecured creditors, filed together with the petition, is available for free at: http://bankrupt.com/misc/flsb12-39919.pdf The petition was signed by Ronald Bloomberg, authorized officer. Affiliate that filed a separate Chapter 11 petition: Entity Case No. Petition Date ------ -------- ------------- Palm Court, Inc. 12-39920 12/1712 PATRIOT COAL: Houlihan Lokey Approved as Panel's Investment Banker ------------------------------------------------------------------ The U.S. Bankruptcy Court for the Southern District of New York authorized the Official Committee of Unsecured Creditors in the Chapter 11 cases of Patriot Coal Corporation et al., to retain Houlihan Lokey Capital, Inc., as its financial advisor and investment banker. As reported in the Troubled Company Reporter on Oct. 2, 2012, Houlihan will provide these advisory services: a) Analyzing and negotiating debtor in possession financing and first and second day motions; b) Analyzing financial reporting, business and operating plans and forecasts of the Debtors and any improvements thereto; c) Evaluating the assets and liabilities of the Debtors including assisting in collateral analysis and Committee lien investigations; and d) Assessing the financial issues and options concerning (i) the sale of the Debtors, either in whole or in part, and (ii) the Debtors' Chapter 11 plan) of reorganization or liquidation or any other Chapter 11 plan. Houlihan Lokey will be paid in advance a nonrefundable monthly cash fee of $150,000, and a cash fee equal to $2,500,000. This Deferred Fee will be payable on the effective date of any Chapter 11 plan of reorganization or liquidation. Matthew Mazzucchi, a managing director of Houlihan Lokey, assures the Court that the firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. About Patriot Coal St. Louis-based Patriot Coal Corporation (NYSE: PCX) is a producer and marketer of coal in the eastern United States, with 13 active mining complexes in Appalachia and the Illinois Basin. The Company ships to domestic and international electricity generators, industrial users and metallurgical coal customers, and controls roughly 1.9 billion tons of proven and probable coal reserves. Patriot Coal and nearly 100 affiliates filed voluntary Chapter 11 petitions in U.S. bankruptcy court in Manhattan (Bankr. S.D.N.Y. Lead Case No. 12-12900) on July 9, 2012. Patriot said it had $3.57 billion of assets and $3.07 billion of debts, and has arranged $802 million of financing to continue operations during the reorganization. Davis Polk & Wardwell LLP is serving as legal advisor, Blackstone Advisory Partners LP is serving as financial advisor, and AP Services, LLC is providing interim management services to Patriot in connection with the reorganization. Ted Stenger, a Managing Director at AlixPartners LLP, the parent company of AP Services, has been named Chief Restructuring Officer of Patriot, reporting to the Chairman and CEO. GCG, Inc. serves as claims and noticing agent. The U.S. Trustee appointed a seven-member creditors committee. Kramer Levin Naftalis & Frankel LLP serves as its counsel. Houlihan Lokey Capital, Inc., serves as its financial advisor and investment banker. Epiq Bankruptcy Solutions, LLC, serves as its information agent. PATRIOT COAL: Mesirow Financial OK'd as Panel's Financial Advisor ----------------------------------------------------------------- The U.S. Bankruptcy Court for the Southern District of New York authorized the Official Committee of Unsecured Creditors in the Chapter 11 cases of Patriot Coal Corporation et al., to retain Mesirow Financial Consulting, LLC as its financial advisors. As reported in the Troubled Company Reporter on Oct. 17, 2012, the Committee, in an amended application, asked the Court for approval to retain MFC. According to the Committee, at a July 24, 2012, meeting, the Committee interviewed several potential advisors and, after due deliberation and a vote, decided to retain (i) Houlihan Lokey Capital, Inc., as primary financial advisors; and (ii) MFC as financial advisors for specific projects. Prior to filing the application, substantial efforts were undertaken by the Committee to carefully delineate and allocate the respective services to be provided by each of Houlihan Lokey and MFC to avoid overlap, duplication and most importantly, to ensure that advice and guidance deemed necessary and appropriate by the Committee in furtherance of its duties is provided in a timely and cost effective manner. The Committee has requested that MFC provide limited financial advisory services to the Committee in order to advise the Committee in the course of thee cases. The Committee believes that MFC can provide certain supplemental and discrete financial advisory services, as: a. provide litigation support services, which may include but are not limited to assisting with discovery, advising on damages and providing expert testimony, if necessary, to assist the Committee in analyzing potential causes of action, including potential preferences and fraudulent conveyances, specifically, including the investigation of transactions with Peabody, Arch, and ArcLite; b. analyze existing and proposed employee compensation programs including any proposed annual incentive bonus program/KEIP well as OPEB2/Pension/Labor obligations, including funding status and financial analysis; c. provide tax analyses and tax advice regarding any proposed Plan of Reorganization, including any post-confirmation trust that may be established; and d. analyze intercompany claims and transactions, including as set forth on the Debtors' schedules/statements of financial affairs. MFC will not bill the Debtors for staff or paraprofessionals performing clerical or administrative services. The hourly rates of MFC's personnel are: Director, Managing Director, and Senior Managing Director $855 - $895 Senior Vice-President $695 - $755 Vice President $595 - $655 Senior Associate $495 - $555 Associate $315 - $425 Paraprofessional $160 - $250 About Patriot Coal St. Louis-based Patriot Coal Corporation (NYSE: PCX) is a producer and marketer of coal in the eastern United States, with 13 active mining complexes in Appalachia and the Illinois Basin. The Company ships to domestic and international electricity generators, industrial users and metallurgical coal customers, and controls roughly 1.9 billion tons of proven and probable coal reserves. Patriot Coal and nearly 100 affiliates filed voluntary Chapter 11 petitions in U.S. bankruptcy court in Manhattan (Bankr. S.D.N.Y. Lead Case No. 12-12900) on July 9, 2012. Patriot said it had $3.57 billion of assets and $3.07 billion of debts, and has arranged $802 million of financing to continue operations during the reorganization. Davis Polk & Wardwell LLP is serving as legal advisor, Blackstone Advisory Partners LP is serving as financial advisor, and AP Services, LLC is providing interim management services to Patriot in connection with the reorganization. Ted Stenger, a Managing Director at AlixPartners LLP, the parent company of AP Services, has been named Chief Restructuring Officer of Patriot, reporting to the Chairman and CEO. GCG, Inc. serves as claims and noticing agent. The U.S. Trustee appointed a seven-member creditors committee. Kramer Levin Naftalis & Frankel LLP serves as its counsel. Houlihan Lokey Capital, Inc., serves as its financial advisor and investment banker. Epiq Bankruptcy Solutions, LLC, serves as its information agent. PATRIOT COAL: Court Approves Settlement Deal With Evansville ------------------------------------------------------------ BankruptcyData.com reports that the U.S. Bankruptcy Court approved Patriot Coal's motions for approval of a settlement between Evansville Greenway PRP Group and Solar Sources and certain agreements with Arch. The Court also approved the Debtors' motion for approval of a global settlement with the Ohio Valley Environmental Coalition, the Sierra Club and the West Virginia Highlands Conservancy. About Patriot Coal St. Louis-based Patriot Coal Corporation (NYSE: PCX) is a producer and marketer of coal in the eastern United States, with 13 active mining complexes in Appalachia and the Illinois Basin. The Company ships to domestic and international electricity generators, industrial users and metallurgical coal customers, and controls roughly 1.9 billion tons of proven and probable coal reserves. Patriot Coal and nearly 100 affiliates filed voluntary Chapter 11 petitions in U.S. bankruptcy court in Manhattan (Bankr. S.D.N.Y. Lead Case No. 12-12900) on July 9, 2012. Patriot said it had $3.57 billion of assets and $3.07 billion of debts, and has arranged $802 million of financing to continue operations during the reorganization. Davis Polk & Wardwell LLP is serving as legal advisor, Blackstone Advisory Partners LP is serving as financial advisor, and AP Services, LLC is providing interim management services to Patriot in connection with the reorganization. Ted Stenger, a Managing Director at AlixPartners LLP, the parent company of AP Services, has been named Chief Restructuring Officer of Patriot, reporting to the Chairman and CEO. GCG, Inc. serves as claims and noticing agent. The U.S. Trustee appointed a seven-member creditors committee. Kramer Levin Naftalis & Frankel LLP serves as its counsel. Houlihan Lokey Capital, Inc., serves as its financial advisor and investment banker. Epiq Bankruptcy Solutions, LLC, serves as its information agent. PINNACLE ENTERTAINMENT: Fitch Affirms 'B' IDR on Ameristar Deal --------------------------------------------------------------- Fitch Ratings has affirmed Pinnacle Entertainment, Inc's Issuer Default Rating (IDR) at 'B' following Pinnacle's announcement that it entered into an agreement to acquire Ameristar Casinos, Inc. for $2.8 billion, including $1.9 billion of debt. Pinnacle's Rating Outlook remains Positive. The affirmation and Positive Outlook reflect the strong strategic rationale for the acquisition, increased geographic diversification of the combined group, and more robust discretionary free cash flow (FCF) profile. These transaction positives result in notably reduced business risk, which is balanced by a modest increase in financial risk, namely a moderate increase in leverage and a more top-heavy capital structure. Overall, Fitch views this transaction favorably as it roughly doubles the size of the company with limited geographic overlap in properties. Ameristar's regional casinos maintain some of the highest operating margins in the industry. Fitch calculates Pinnacle's leverage as of the latest 12 months (LTM) ended Sept.30, 2012 at 5.1x, with adjusted EBITDA of $284 million and debt of $1.44 billion. Ameristar's LTM leverage is similar at 5.3x with adjusted EBITDA of $365 million and debt of $1.92 billion. Pinnacle obtained commitments for $1.1 billion of additional debt to purchase Ameristar's equity and pay transaction fees, which will result in pro forma total debt of nearly $4.48 billion. Pro forma LTM leverage is nearly 6.9x, based on combined adjusted EBITDA of $649 million. However, Fitch estimates run-rate adjusted EBITDA is closer to $700 million (leverage of around 6.4x) considering the ramp up of L'Auberge Baton Rouge (opened September 2012) and some immediate cost synergies. Pinnacle's estimate of $40 million in cost synergies is reasonable, given that it is below Ameristar's corporate expense run rate of $50 million. Leverage could peak in the mid-to-high-6x range during the development of Ameristar Lake Charles, which is scheduled to open in the third quarter of 2014. Fitch forecasts that pro forma leverage should return to the mid-to-low-5x range by the end of 2014 and 5x or below by 2015. This leverage trajectory is consistent with a 'B+' IDR given the improved business risk profile, supporting the Positive Outlook. The ratings also take into account a longer-term leverage target in the 4x-5x range, which is consistent with a higher IDR, given the pro forma business risk profile. The pro forma capital structure includes primarily additional debt at both the Pinnacle and Ameristar restricted groups. The company is looking into combining the restricted groups, so the ultimate capital structure may differ, but if it closes as currently structured, there will be an additional $410 million of senior secured debt at Pinnacle. Fitch places Pinnacle's 'BB-/RR2' senior unsecured rating and 'B-/RR5' subordinated debt rating on Rating Watch Negative as a result of increased secured debt at Pinnacle in the potential pro forma capital structure, which weakens the recovery prospects of those instruments. Ameristar's bonds contain change of control put provisions, but they are trading at strong premiums so they are unlikely to be exercised. The Negative Watch is assigned solely in connection with the current transaction terms. Should the transaction close with its current structure, the senior unsecured and subordinated issue ratings would be downgraded at or prior to the closing of the transaction (expected mid-2013). Potential exists for changes to the proposed capital structure, and Fitch will consider any changes to debt instrument ratings in the context of its recovery analysis. The Positive Outlook on the IDR of 'B' indicates a longer-term time horizon (12-24 months). The transaction could close before Fitch views that the overall credit profile has improved enough to warrant an upgrade to 'B+'. What Could Trigger A Rating Action Positive: Future developments that may, individually or collectively, lead to positive rating action include: -- Pro forma leverage trajectory continuing to progress toward mid-to-low-5x range by the end of 2014 and 5x or below by 2015; -- Closing the acquisition of Ameristar at favorable terms with synergies exceeding $40 million; -- Better than expected ramp up of operating performance at Baton Rouge; Fitch's base case incorporates roughly $35 million of property EBITDA in 2013; -- General operating outperformance relative to Fitch's pro forma base case of roughly $700 million in EBITDA over the next couple years. Negative: Future developments that may, individually or collectively, lead to negative rating action include: -- Pinnacle undertaking a significant development outside of River City phase II. Ameristar Lake Charles, or outfitting River Downs for video lottery terminals (VLTs); -- General operating underperformance relative to Fitch's pro forma base case of roughly $700 million in EBITDA over the next couple years; -- Texas legalizing gaming in its 2013 legislative session, which would place pressure on the Lake Charles and Bossier City markets; -- Deterioration in the macro-economic environment; Fitch's base case currently incorporates the continuation of a slow-growth recovery in the U.S. Fitch takes the following rating actions: Pinnacle Entertainment, Inc. -- IDR affirmed at 'B'; -- Senior Secured Credit Facility affirmed at 'BB/RR1'. In addition, Fitch places the following issue ratings on Rating Watch Negative: Pinnacle Entertainment, Inc. -- Senior Unsecured Notes due 2017, 'BB-/RR2'; -- Senior Subordinated Notes due 2020 and 2022, 'B-/RR5'. PITT PENN: Secured Lender Files Joint Chapter 11 Plan ----------------------------------------------------- OMTAMMOT, LLC, has filed a Joint Chapter 11 Plan of Reorganization on behalf of Industrial Enterprise of America, Inc., and its affiliates dated Nov. 21, 2012. The Plan is proposed by the Secured Lender on behalf of each of Pitt Penn Holding Co. (Case No. 09-11475), Pitt Penn Oil Co. LLC (Case No. 09-11476), Industrial Enterprises of America, Inc. (Case No. 09-11508), EMC Packaging, Inc. (Case No. 09-11524), Today's Way Manufacturing LLC (Case No. 09-11586), and Unifide Industries LLC (Case No. 09-11587). The purpose of the Plan is to resolve all outstanding Claims against, and Interests in, all of the Debtors in each of their chapter 11 cases. The Plan provides for the payment in full (including appropriate post-petition interest) of all Allowed Claims of Claimants against Industrial Enterprises of America, Inc. (IEAM), the retention of common stock by all common stockholders of IEAM, and the treatment of all Allowed subordinated Claims against IEAM consistent with section 510(b) of the Bankruptcy Code. Under the terms of the Plan, and other than with respect to Claims of the Plan Proponent, all Allowed Claims against and Allowed Interests in IEAM are unimpaired. Accordingly, pursuant to section 1126(f) of the Bankruptcy Code, all holders of Claims against and Interests in IEAM are conclusively deemed to have accepted the Plan and are not entitled to vote on the Plan. With respect to each of the remaining Debtors, the Plan provides for payment in full of all Allowed Administrative Claims, Allowed Priority Tax Claims, and Allowed Non-Tax Priority Claims against each such Subsidiary Debtor, and provides a 30% distribution to Allowed General Unsecured Claims against each such Subsidiary Debtor in settlement of all asserted issues pertaining to substantive consolidation and/or intercompany claims. The Plan constitutes a separate chapter 11 plan for each Debtor. If the Plan does not receive sufficient accepting votes from eligible Claimants of one or more of the Subsidiary Debtors, the Plan Proponent will nonetheless seek confirmation of the Plan with respect to (i) IEAM and (ii) any of the Subsidiary Debtors for which sufficient accepting votes from eligible Claimants are received. A copy of the joint chapter 11 plan of reorganization is available for free at http://bankrupt.com/misc/PITT_PENN_plan.pdf About Industrial Enterprises Pitt Penn Holding Co., Inc., and Pitt Penn Oil Co., LLC, each filed voluntary petitions for Chapter 11 relief (Bankr. D. Del. Case Nos. 09-11475 and 09-11476) on April 30, 2009. Industrial Enterprises of America, Inc., f/k/a Advanced Bio/Chem, Inc., filed for Chapter 11 protection (Bankr. D. Del. Case No. 09-11508) on May 1, 2009. EMC Packaging, Inc., filed a voluntary petition for Chapter 11 relief (Bankr. D. Del. Case No. 09-11524) on May 4, 2009. Unifide Industries, LLC, and Today's Way Manufacturing LLC, each filed a voluntary petition for Chapter 11 relief (Bankr. D. Del. Case Nos. 09-11587 and 09-11586) on May 6, 2009. PPH, PPO, EMC, Unifide, and Today's Way are each subsidiaries of IEAM. The cases are jointly administered under Case No. 09-11475. Christopher D. Loizides, Esq., at Loizides, P.A., in Wilmington, Del., represents the Debtors as counsel. In its petition, Industrial Enterprises disclosed total assets of $50,476,697 and total debts of $17,853,997. Industrial Enterprises originally operated as a holding company with four wholly owned subsidiaries, PPH, EMC, Unifide, and Today's Way. PPH, through its wholly owned subsidiary, PPO, was a leading manufacturer, marketer and seller of automotive chemicals and additives. EMC's original business consisted of converting hydrofluorocarbon gases R134a and R152a into branded private label refrigerant and propellant products. Unifide was a leading marketer and seller of automotive chemicals and additives. Today's Way manufactured and packaged the products which were sold by Unifide. PMI GROUP: Court Approves Creditor Settlement Over Unit's NOLs -------------------------------------------------------------- The United States Bankruptcy Court for the District of Delaware issued an order approving the Stipulation of Settlement entered into by The PMI Group, Inc., the Official Committee of Unsecured Creditors in TPG's Chapter 11 bankruptcy case, TPG's subsidiary PMI Mortgage Insurance Co., the receiver for MIC and the special deputy receiver of MIC with respect to certain issues that were in dispute among the parties. On Dec. 14, 2012, the Superior Court of the State of Arizona in and for the County of Maricopa, which is overseeing MIC's receivership proceedings, issued an order approving the Stipulation. Certain terms of the Stipulation are: 1. With respect to the approximately $2.2 billion in net operating loss carryforwards at issue among the Parties, MIC will pay TPG $20 million for the exclusive use of $1 billion of such net operating loss carryforwards and TPG will have the exclusive use of the remaining approximately $1.2 billion of net operating loss carryforwards. MIC will also have the right to direct the use of any net operating losses of MIC and its subsidiaries with respect to any taxable period ending after Jan. 1, 2012. MIC and TPG will remain consolidated in the tax group. 2. TPG is in the process of voluntarily terminating its pension plan. It is expected that the underfunding of this plan upon termination would require a payment to the plan of approximately $15 million to $20 million. TPG will pay certain administrative fees and costs associated with the standard termination and MIC will pay the funding shortfall. 3. TPG has three reinsurance subsidiaries to which MIC and certain of its subsidiaries have ceded risk. Pursuant to the Stipulation, the reinsurance subsidiaries are to enter into commutation agreements pursuant to which all such ceded risk is to be commuted and outstanding intercompany amounts are to be settled. The commutation agreements require that the reinsurance subsidiaries make payments which total an aggregate of approximately $47.4 million to MIC and certain of its subsidiaries. 4. Both TPG and MIC have asserted an entitlement to the distribution on an allowed claim in the liquidation of Reliance Insurance Company in an approximate amount of $1.88 million. Under the Stipulation, TPG waives and transfers, in favor of MIC, its asserted claim to the distribution. 5. In connection with the sale in 2008 by MIC of its Australian operations to QBE Holdings (AAP) Pty Limited, both TPG and MIC have asserted an entitlement to a potential claim against QBE or QBE Insurance Group Limited in the approximate amount of $2.5 million. Under the Stipulation, MIC waives and transfers, in favor of TPG, its asserted claim to any recovery from QBE or QBE Insurance Group Limited with respect to that matter. 6. Under the Stipulation, the Parties provide a mutual waiver and release of any and all other claims, including the claims that MIC has filed against the TPG estate with the Bankruptcy Court, with certain exceptions specified in the Stipulation. A copy of the Stipulation is available for free at: http://is.gd/O6w1s2 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. POWERWAVE TECHNOLOGIES: NASDAQ Delisting Hearing Set for Jan. 31 ---------------------------------------------------------------- Powerwave Technologies, Inc., on Dec. 13, 2012, received a Staff Delisting Determination Letter from NASDAQ indicating that the Company had not timely regained compliance with the NASDAQ minimum bid price rule and that the Company's common stock was subject to delisting unless the Company requested a hearing before a NASDAQ Listing Qualifications Panel. The Company has requested a hearing before the Panel, and the Panel has set a hearing on Jan. 31, 2013. The delisting action has been stayed pending the issuance of the Panel's final decision following the hearing. The Company previously received a letter from The NASDAQ OMX Group notifying the Company that it failed to comply with NASDAQ Listing Rule 5450(a)(1) because the bid price for the Company's common stock, over the last 30 consecutive business days, has closed below the minimum $1.00 per share requirement for continued listing. In accordance with NASDAQ Listing Rule 5810(c)(3)(A), the Company had a period of 180 calendar days, or until Dec. 12, 2012, to regain compliance with the NASDAQ minimum bid price rule. About Powerwave Technologies Powerwave Technologies, Inc., headquartered in Santa Ana, Calif., is a global supplier of end-to-end wireless solutions for wireless communications networks. The Company has historically sold the majority of its product solutions to the commercial wireless infrastructure industry. According to the quarterly report for the period ended July 1, 2012, the Company has experienced significant recurring net losses and operating cash flow deficits for the past four quarters. The Company's ability to continue as a going concern is dependent on many factors, including among others, its ability to raise additional funding, and its ability to successfully restructure operations to lower manufacturing costs and reduce operating expenses. The Company's balance sheet at Sept. 30, 2012, showed $213.45 million in total assets, $396.05 million in total liabilities and a $182.59 million total shareholders' deficit. POWERWAVE TECHNOLOGIES: Shareholders Elect 7 New Directors ---------------------------------------------------------- Powerwave Technologies, Inc., held its 2012 Annual Meeting of Shareholders on Dec. 17, 2012, at which seven directors were elected to serve on the Company's Board of Directors until the next annual meeting of shareholders or until their successors are duly elected and qualified, namely: (1) Moiz M. Beguwala; (2) Ken J. Bradley; (3) Richard Burns; (4) Ronald J. Buschur; (5) David L. George; (6) Eugene L. Goda; and (7) Carl W. Neun. The proposal to hold a non-binding advisory vote on the approval of the compensation of the Company's named executive officers was approved. In addition, the shareholders ratified the appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm for fiscal year 2012. About Powerwave Technologies Powerwave Technologies, Inc., headquartered in Santa Ana, Calif., is a global supplier of end-to-end wireless solutions for wireless communications networks. The Company has historically sold the majority of its product solutions to the commercial wireless infrastructure industry. According to the quarterly report for the period ended July 1, 2012, the Company has experienced significant recurring net losses and operating cash flow deficits for the past four quarters. The Company's ability to continue as a going concern is dependent on many factors, including among others, its ability to raise additional funding, and its ability to successfully restructure operations to lower manufacturing costs and reduce operating expenses. The Company's balance sheet at Sept. 30, 2012, showed $213.45 million in total assets, $396.05 million in total liabilities and a $182.59 million total shareholders' deficit. PROASSURANCE CORP: Moody's Review (P)Ba2 Preferred Stock Rating --------------------------------------------------------------- Moody's Investors Service has placed the A3 insurance financial strength rating of ProAssurance Indemnity Company and its rated property/casualty affiliates on review for possible upgrade, as well as the provisional shelf registration ratings of ProAssurance Corporation (NYSE: PRA) (provisional senior unsecured of (P)Baa3). The review for upgrade will focus on the group's prospective risk- adjusted capital adequacy as well as management's integration plan for recently acquired Independent Nevada Doctors Insurance Exchange, and the pending acquisition of Medmarc Insurance Group. Ratings Rationale According to Moody's senior vice president and lead analyst for ProAssurance, Alan Murray, "ProAssurance continues to demonstrate strong internal capital generation through its underwriting results, while also maintaining a relatively modest degree of operational and financial leverage, all of which are credit- positive." Murray continued, "The group has also sustained its leadership position in the medical professional liability sector through a combination of national expansion and selective acquisitions." According to Moody's, the review is prompted by the company's sustained strong financial fundamentals, including its robust operating profitability and claim handling discipline, its modest underwriting and operational leverage profile and sound reserve position, as well as a conservative balance sheet, with modest use of financial leverage in the company's capital structure. These strengths are tempered primarily by the company's well above- average product risk and lack of product diversification as essentially a mono-line medical professional liability writer. Medical professional liability is a sector of the property- casualty insurance marketplace that -- despite strong performance in recent years -- has over time exhibited one of the highest levels of volatility in underwriting results and liability claim trends among all lines of insurance. Factors that could potentially lead to an upgrade for ProAssurance and its principal operating subsidiaries include the following: sustained modest financial leverage profile (e.g. below 15%), combined with very strong capital adequacy (e.g. gross underwriting leverage at 1.5x or below) and solid reserve position; sustained interest and shareholder dividend coverage in excess of 8x; and absence of adverse reserve development through the underwriting cycle. Factors that could potentially lead to an affirmation with a stable outlook include the following: material negative developments in the medical professional liability environment or legislation that could reduce franchise strength and/or elevate operational risk; combined ratios at 110% or above; sustained adjusted financial leverage in excess of 25%, together with interest and preferred dividend earnings and cash-flow coverage below 6x and 4x, respectively; annual adverse reserve development in excess of 3% of total reserves; and gross underwriting leverage at 3x or greater. The following ratings have been placed on review for possible upgrade: ProAssurance Corporation -- provisional senior unsecured debt at (P)Baa3; provisional preferred stock at (P)Ba2; ProAssurance Indemnity Company -- insurance financial strength at A3; ProAssurance Casualty Company -- insurance financial strength at A3; Podiatry Insurance Company of America -- insurance financial strength at A3. Moody's has also withdrawn its A3 insurance financial strength rating on ProAssurance Wisconsin Insurance Company, which has been merged into ProAssurance Casualty Company. The principal methodology used in rating ProAssurance Corporation and its subsidiaries is Moody's Global Rating Methodology for Property and Casualty Insurers, published in May 2010. ProAssurance Corporation, based in Birmingham, Alabama and founded in 1976, is engaged through its subsidiaries primarily in underwriting professional liability insurance products to physicians, dentists, other healthcare providers, and healthcare facilities in the United States. For the first nine months of 2012, ProAssurance reported net income of $174 million as compared with $146 million for the same time period in 2011. Shareholders' equity amounted to $2.3 billion as of September 30, 2012. RADIOSHACK CORP: Names Troy Risch as EVP of Store Operations ------------------------------------------------------------ Troy Risch has been appointed RadioShack Corporation's executive vice president of operations, and Huey Long has been named executive vice president of strategy and consumer insights. Both will report to Dorvin Lively, interim CEO of RadioShack, starting Jan. 2, 2013. Mr. Risch's responsibilities will include store operations and real estate. Mr. Risch is a 19-year veteran of Target Corporation, based in Minneapolis, Min., which operates more than 1,700 stores across the country. Mr. Risch held progressive responsibilities at Target, store manager (1997-2000), district manager (2000-2002), group director (2002-2005), group vice president (2005-2006), and his most recent role, executive vice president of stores (2006-2011). Mr. Risch earned his bachelor's degrees in business administration and management from North Dakota State University. Mr. Long's responsibilities will include marketing, business development and omnichannel. Mr. Long is a 22-year retail veteran, most recently with Wal-Mart Stores, Inc., based in Bentonville, Ark., which operates more than 10,000 retail units under 69 brands in 27 countries. Mr. Long has held progressive responsibilities with additional companies including merchandise manager and national buyer at Circuit City (1993-2001), chief operating officer at AB&T Sales, Marketing and Telecom (2001- 2005), president at Premier Resources International (2001-2008), director of global merchandising at Amazon (2008-2010) and his most recent role as global officer senior vice president, general merchandise manager at Sam's Club (2010-2012). Mr. Long earned his bachelor's degree in psychology from the University of Tennessee. He also serves on the advisory boards for Children's Miracle Network and Girls of Promise. "I'm excited to announce the addition of this best-in-class talent to the RadioShack team," Mr. Lively said. "Troy brings a depth of retail experience and success from the breadth of his previous operations roles, and Huey brings his vast expertise and knowledge in retail. These are two key roles that will influence the company's strategy, execution and future success. I look forward to working together to drive our business forward." 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 Nov. 23, 2012, Standard & Poor's Ratings Services lowered its corporate credit and senior unsecured debt ratings on Fort Worth, Texas-based RadioShack Corp. to 'CCC+' from 'B-'. The outlook is negative. "The downgrade of RadioShack reflects our view that it will be very difficult for the company to improve its gross margin in the fourth quarter of this year, given the highly promotional nature of year-end holiday retailing in the wireless and consumer electronic categories," said Standard & Poor's credit analyst Jayne Ross. 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. RITZ CAMERA: Says Ch. 7 Trustee May Complete Asset Liquidation -------------------------------------------------------------- Ritz Camera & Image, L.L.C., et al., ask the U.S. Bankruptcy Court for the District of Delaware to convert their Chapter cases to those under Chapter 7 of the Bankruptcy Code as of Jan. 15, 2013. The going out of business sale concluded on Oct. 31, 2012, at which time the Debtors ceased all ongoing business operations other than those necessary and appropriate for the wind-up of their affairs and the pursuit efforts to liquidate the remaining assets of the Debtors' estates. The proceeds of the GOB sales and sales relating to certain of the Debtors' other assets have been used, among other things, to fund the Debtors' operations during the postpetition period and to pay down the obligations to the Debtors' secured lender, Crystal Financial LLC. The Debtors relate that due to the illiquid nature of their remaining assets -- a warehouse located in Topeka, Kansas and certain substantial and complex litigation claims -- they have determined that the best interest of all creditors will be best served by converting the cases. The Debtors said the Chapter 7 trustee may complete the orderly liquidation of the remaining assets to maximize recoveries while reducing the continuing costs of the administration of the estates. A Dec. 27, 2012, hearing at 11 a.m. has been set. Objections, if any, are due 10 a.m., on Dec. 27. About Ritz Camera Beltsville, Maryland-based Ritz Camera & Image LLC -- http://www.ritzcamera.com-- sold digital cameras and accessories, and electronic products. It sought Chapter 11 protection (Bankr. D. Del. Case No. 12-11868) on June 22, 2012, to close unprofitable stores. Ritz claims to be the largest camera and image chain the U.S., operating 265 camera stores in 34 states as well as an Internet business. When it filed for bankruptcy, Ritz Camera intended to shut 128 locations and cut its staff in half. Included in the closing are 10 locations in Maryland and 4 in Virginia. Affiliate Ritz Interactive Inc., owner e-commerce Web sites that include RitzCamera.com and BoatersWorld.com, also filed for bankruptcy. RCI's predecessor, Ritz Camera Centers, Inc., sought Chapter 11 protection (Bankr. D. Del. Case No. 09-10617) on Feb. 22, 2009. Ritz generated $40 million by selling all 129 Boater's World Marine Centers. A group that included the company's chief executive officer, David Ritz, formed Ritz Camera & Image to buy at least 163 of the remaining 375 camera stores. The group paid $16.25 million in cash and a $7.8 million note. Later, Ritz sold a $4 million account receivable for $1.5 million to an owner of the company that owed the debt. In the 2009 petition, Ritz disclosed total assets of $277 million and total debts of $172.1 million. Lawyers at Cole, Schotz, Meisel, Forman & Leonard, P.A., served as bankruptcy counsel. Thomas & Libowitz, P.A., served as the Debtor's special corporate counsel and conflicts counsel. Marc S. Seinsweig, at FTI Consulting, Inc., served as the Debtor's chief restructuring officer. Kurtzman Carson Consultants LLC acted as claims and noticing agent. Attorneys at Cooley Godward Kronish LLP and Bifferato LLC represented the official committee of unsecured creditors as counsel. In April 2010, the Court approved a liquidating Chapter 11 plan proposed by the company and the official creditor's committee. Under the Plan, unsecured creditors were to recover 4% to 14% of their claims. Ritz Camera disclosed $43,692,961 in assets and $49,147,316 in liabilities as of the Chapter 11 filing. The Debtors owe not less than $16.32 million for term and revolving loans provided by secured lenders led by Crystal Finance LLC, as administrative agent. Attorneys at Cole, Schotz, Meisel, Forman & Leonard, P.A., serve as bankruptcy counsel. Kurtzman Carson Consultants LLC is the claims agent. WeinsweigAdvisors LLC's Marc Weinsweig has been appointed as Ritz's CRO. Mark L. Desgrosseilliers, Esq., and Ericka F. Johnson, Esq., at Womble Carlyle Sandridge & Rice, LLP, represent liquidators Gordon Brothers Retail Partners LLC and Hilco Merchant Resources LLC. Crystal Finance, the DIP lender, is represented by Morgan, Lewis & Bockius and Young Conaway Stargatt & Taylor LLP. Roberta A. DeAngelis, U.S. Trustee for Region 3, pursuant to Section 1102(a)(1) of the Bankruptcy Code, appointed six persons to Official Committee of Unsecured Creditors. RLH ASSOCIATES: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------- Debtor: RLH Associates LLC dba Rowland Luxury Homes Rowland Construction Services c/o Gerald L. Shelley Fennemore Craig PC 3003 N. Central Avenue, Suite 2600 Phoenix, AZ 85012 Tel: (602) 916-5000 Bankruptcy Case No.: 12-26581 Chapter 11 Petition Date: December 17, 2012 Court: U.S. Bankruptcy Court District of Arizona (Phoenix) Judge: George B. Nielsen, Jr. Debtor's Counsel: Gerald L. Shelley, Esq. FENNEMORE CRAIG, P.C. 3003 N. Central Avenue, Suite 2600 Phoenix, AZ 85012 Tel: (602) 916-5439 Fax: (602) 916-5639 E-mail: gshelley@fclaw.com Estimated Assets: $00,001 to $500,000 Estimated Debts: $1,000,001 to $10,000,000 A list of the Company's 20 largest unsecured creditors, filed together with the petition, is available for free at: http://bankrupt.com/misc/azb12-26581.pdf The petition was signed by William P. Rowland, president of member W.P. Rowland Properties, Corp. RVUE HOLDINGS: Incurs $1.8-Mil. Net Loss in Third Quarter --------------------------------------------------------- rVue Holdings, Inc., formerly known as Rivulet International, Inc., filed its quarterly report on Form 10-Q, reporting a net loss of $1.8 million on $114,238 of revenues for the three months ended Sept. 30, 2012, compared with a net loss of $906,052 on $117,399 of revenues for the same period last year. For the nine months ended Sept. 30, 2012, the Company had a net loss of $3.6 million on $353,161 of revenues as compared to a net loss of $2.8 million on $462,341 of revenues for the comparable period of 2011. The Company's balance sheet at Sept. 30, 2012, showed $1.2 million in total assets, $624,251 in total current liabilities, and stockholders' equity of $561,456. "We have sustained losses and experienced negative cash flows from operations since inception, and have an accumulated deficit of $9,363,199 at Sept. 30, 2012. These factors raise substantial doubt about our ability to continue to operate in the normal course of business." A copy of the Form 10-Q is available at http://is.gd/q18ty7 Fort Lauderdale, Fla.-based rVue Holdings, Inc., formerly known as Rivulet International, Inc., is an advertising technology company and operates rVue, a demand-side platform ("DSP") for planning, buying and managing Digital Place-Based Networks and Digital Billboards and Signage (collectively "Digital Out-of-Home" or "DOOH") advertising. SAGAMORE PARTNERS: Can Hire Goldstein for Accounting Services ------------------------------------------------------------- The U.S. Bankruptcy Court for the Southern District of Florida has granted Sagamore Partners, Ltd., permission to employ Louis Mendez, Jr., and the accounting firm of Goldstein Mendez & Company, P.A., nunc pro tunc to Oct. 6, 2011. As reported by the Troubled Company Reporter on Nov. 15, 2012, the accountant will render, among other things: a) federal income tax preparation for the year 2011; b) florida income tax and tangible tax preparation, if necessary; and c) consultations regarding financial reporting, if necessary. 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. SAGAMORE PARTNERS: Has Nod to Hire Meckler Bulger as Fees Expert ---------------------------------------------------------------- Sagamore Partners, Ltd., obtained authorization from the U.S. Bankruptcy Court for the Southern District of Florida to employ Bruce Meckler, Esq., and the Law Firm of Meckler Bulger Tilson Marick & Pearson LLP as expert relating to the reasonability of fees. As reported by the Troubled Company Reporter on Nov. 15, 2012, Mr. Meckler and the firm will not be paid by the Debtor but will be paid by Martin W. Taplin, president of Miami Beach Vacation Resorts, Inc., manager of Sagamore GP, LLC, general partner. 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. SAN BERNARDINO, CA: Court Stays CalPERS' Collection Efforts ----------------------------------------------------------- Beth Winegarner at Bankruptcy Law360 reports that U.S. Bankruptcy Judge Meredith Jury has ruled that the California Public Employees Retirement System can't immediately collect overdue pension payments from San Bernardino, saying the powerful pension fund must wait for the financially stressed city's bankruptcy proceedings to play out in court. Bankruptcy Law360 relates that Judge Jury ruled against CalPERS' motion for relief from the automatic stay in San Bernardino's bankruptcy case, which the pension fund sought in order to force the city to continue payments, according to CalPERS statements. 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 joined 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. SPANSION INC: 3rd Cir. Says Prior Patent Deal Blocks Suit v. Apple ------------------------------------------------------------------ Jonathan Randles at Bankruptcy Law360 reports that the U.S. Court of Appeals for the Third Circuit has ruled Spansion Inc. was barred from suing Apple Inc. for infringing its flash memory patents, saying a previous agreement resolving the parties' dispute in the U.S. International Trade Commission is essentially a licensing deal. Bankruptcy Law360 relates that the decision stymies Spansion's attempts to reinstate a bankruptcy court order terminating the deal. The Third Circuit's ruling affirms a Delaware federal judge who, in overturning the bankruptcy court, found that the ITC settlement was in fact a licensing deal. About Spansion Spansion Inc. -- http://www.spansion.com/-- is a Flash memory solutions provider, dedicated to enabling, storing and protecting digital content in wireless, automotive, networking and consumer electronics applications. Spansion, previously a joint venture of AMD and Fujitsu, is the largest company in the world dedicated exclusively to designing, developing, manufacturing, marketing, selling and licensing Flash memory solutions. Spansion Inc., Spansion LLC, Spansion Technology LLC, Spansion International, Inc., and Cerium Laboratories LLC filed voluntary petitions for Chapter 11 bankruptcy on March 1, 2009 (Bankr. D. Del. Lead Case No. 09-10690). On Feb. 9, 2009, Spansion's Japanese subsidiary, Spansion Japan Ltd., voluntarily entered into a proceeding under the Corporate Reorganization Law (Kaisha Kosei Ho) of Japan to obtain protection from its creditors as part of the company's restructuring efforts. None of Spansion's subsidiaries in countries other than the United States and Japan are included in the U.S. or Japan filings. Michael S. Lurey, Esq., Gregory O. Lunt, Esq., and Kimberly A. Posin, Esq., at Latham & Watkins LLP, served as bankruptcy counsel. Michael R. Lastowski, Esq., at Duane Morris LLP, served as the Delaware counsel. Epiq Bankruptcy Solutions LLC, is the claims agent. The United States Trustee appointed an official committee of unsecured creditors in the case. As of Sept. 30, 2008, Spansion disclosed total assets of US$3,840,000,000, and total debts of US$2,398,000,000. Spansion Japan Ltd. filed a Chapter 15 petition on April 30, 2009 (Bankr. D. Del. Case No. 09-11480). The Chapter 15 Petitioner's counsel is Gregory Alan Taylor, Esq., at Ashby & Geddes. Spansion Japan had US$10 million to US$50 million in assets and US$50 million to US$100 million in debts. Spansion submitted its first plan of reorganization on Oct. 26, 2009, and gained approval from the U.S. Bankruptcy Court on its amended disclosure statement on Dec. 22, 2009. Spansion received confirmation from the U.S. Bankruptcy Court for its plan on April 16, 2010, and emerged from Chapter 11 protection May 10, 2010. Spansion entered Chapter 11 reorganization with more than $1.5 billion in debt. Spansion emerged a well-capitalized company with less than $480 million in debt and roughly $230 million in cash, which is supplemented with an undrawn credit line of up to $65 million. SPRINT NEXTEL: Holds 52.8% of Clearwire Class A Shares ------------------------------------------------------ In an amended Schedule 13D filing with the U.S. Securities and Exchange Commission, Sprint Nextel Corporation and its affiliates disclosed that, as of Dec. 17, 2012, they beneficially own 739,010,818 shares of Class A common stock of Clearwire Corporation representing 52.8% of the shares outstanding. A copy of the filing is available for free at http://is.gd/Zmxk5t 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. STABLEWOOD SPRINGS: Case Summary & 20 Largest Unsecured Creditors ----------------------------------------------------------------- Debtor: Stablewood Springs Resort Operations LLC P.O. Box 467 Hunt, TX 78204 Bankruptcy Case No.: 12-53889 Chapter 11 Petition Date: December 17, 2012 Court: U.S. Bankruptcy Court Western District of Texas (San Antonio) Judge: Ronald B. King Debtor's Counsel: David S. Gragg, Esq. LANGLEY & BANACK, INC. Trinity Plaza II 745 E. Mulberry, Suite 900 San Antonio, TX 78212 Tel: (210) 736-6600 Fax: (210) 735-6889 E-mail: dgragg@langleybanack.com Estimated Assets: $50,001 to $100,000 Estimated Debts: $1,000,001 to $10,000,000 A list of the Company's 20 largest unsecured creditors, filed together with the petition, is available for free at: http://bankrupt.com/misc/txwb12-53889.pdf The petition was signed by Stablewood Springs Resort, Tom J. Fatjo, president of WCA Holdings. Affiliate that filed a separate Chapter 11 petition: Entity Case No. Petition Date ------ -------- ------------- Stablewood Springs Resort, LP -- -- TAYLOR BEAN: Trust Inks Deal With Government -------------------------------------------- Brian Mahoney at Bankruptcy Law360 reports that a plan trust for Taylor Bean & Whitaker Mortgage Corp. reached an $18.6 million claims settlement in Florida federal bankruptcy court with the U.S. government over a slew of unpaid debts arising from government mortgage insurance and servicing transactions. Bankruptcy Law360 relates that the U.S. Department of Housing and Urban Development and the Federal Housing Administration will now have an allowed claim in the amount of $18.6 million, the settlement said. About Taylor Bean Taylor, Bean & Whitaker Mortgage Corp. grew from a small Ocala- based mortgage broker to become one of the largest mortgage bankers in the United States. In 2009, Taylor Bean was the country's third largest direct-endorsement lender of FHA-insured loans of the largest wholesale mortgage lenders and issuer of mortgage backed securities. It also managed a combined mortgage servicing portfolio of approximately $80 billion. The company employed more that 2,000 people in offices located throughout the United States. Taylor Bean sought Chapter 11 protection (Bankr. M.D. Fla. Case No. 09-07047) on Aug. 24, 2009. Taylor Bean filed the Chapter 11 petition three weeks after federal investigators searched its offices. The day following the search, the Federal Housing Administration, Ginnie Mae and Freddie Mac prohibited the company from issuing new mortgages and terminated servicing rights. Taylor Bean estimated more than $1 billion in both assets and liabilities in its bankruptcy petition Lee Farkas, the former chairman, was sentenced in June to 30 years in federal prison after being convicted on 14 counts of conspiracy and bank, wire and securities fraud in what prosecutors said was a $3 billion scheme involving fake mortgage assets. Jeffrey W. Kelly, Esq., and J. David Dantzler, Jr., Esq., at Troutman Sanders LLP, in Atlanta, Ga., and Russel M. Blain, Esq., and Edward J. Peterson, III, Esq., at Stichter, Riedel, Blain & Prosser, PA, in Tampa, Fla., represent the Debtors. Paul Steven Singerman, Esq., and Arthur J. Spector, Esq., at Berger Singerman PA, in Miami, Fla., represent the Committee. BMC Group, Inc., serves as the claims and noticing agent. Unsecured creditors were expected to receive 3.3% to 4.4% under a Chapter 11 plan approved in July 2011. TRIDENT MICROSYSTEMS: Joint Liquidation Plan Declared Effective --------------------------------------------------------------- BankruptcyData.com reports that Trident Microsystems' Second Amended Joint Plan of Liquidation became effective, and the Company emerged from Chapter 11 protection. According to documents filed with the Court, "Since the commencement of these Chapter 11 Cases, the Debtors and the Cayman Liquidators (and previously, the JPLs) have engaged in efforts to solicit a plan of liquidation that would be agreeable to all of the Debtors' Creditors and holders of Equity Interests and bring about consensus on certain contentious issues relating to the formulation and consummation of the Plan. Owing to these extensive efforts, the Debtors, the Cayman Liquidators, the Creditors Committee and the Equity Committee have entered into the Plan Support Agreement, the terms of which resolve for all material litigation issues, eliminate the uncertainty, time delay and substantial costs that may be posed by litigating these complex, cross-border issues and, most critically, provide the Class 2.A. Creditors . . . with a substantially enhanced recovery than they would be entitled to under the Bankruptcy Code's priority of payment regime, while similarly providing the holders of TMI's Equity Interests in Class 6 with a substantial return on account of their Equity Interests." About Trident Microsystems Sunnyvale, California-based Trident Microsystems, Inc., currently designs, develops, and markets integrated circuits and related software for processing, displaying, and transmitting high quality audio, graphics, and images in home consumer electronics applications such as digital TVs, PC-TV, and analog TVs, and set- top boxes. The Company has research and development facilities in Beijing and Shanghai, China; Freiburg, Germany; Eindhoven and Nijmegen, The Netherlands; Belfast, United Kingdom; Bangalore and Hyderabad, India; Austin, Texas; and Sunnyvale, California. The Company has sales offices in Seoul, South Korea; Tokyo, Japan; Hong Kong and Shenzhen, China; Taipei, Taiwan; San Diego, California; Mumbai, India; and Suresnes, France. The Company also has operations facilities in Taipei and Kaoshiung, Taiwan; and Hong Kong, China. Trident Microsystems and its Cayman subsidiary, Trident Microsystems (Far East) Ltd. filed for Chapter 11 bankruptcy protection (Bankr. D. Del. Lead Case No. 12-10069) on Jan. 4, 2011. Trident said it expects to shortly file for protection in the Cayman Islands. Judge Christopher S. Sontchi presides over the case. Lawyers at DLA Piper LLP (US) serve as the Debtors' counsel. FTI Consulting, Inc., is the financial advisor. Union Square Advisors LLC serves as the Debtors' investment banker. PricewaterhouseCoopers LLP serves as the Debtors' tax advisor and independent auditor. Kurtzman Carson Consultants is the claims and notice agent. Trident had $310 million in assets and $39.6 million in liabilities as of Oct. 31, 2011. The petition was signed by David L. Teichmann, executive VP, general counsel & corporate secretary. Pachulski Stang Ziehl & Jones LLP represents the Official Committee of Unsecured Creditors. The Committee tapped to retain Fenwick & West LLP as its special tax and claims counsel, Imperial Capital, LLC, as its investment banker and financial advisor. Dewey & LeBoeuf initially represented the statutory committee of equity security holders. After Dewey's own bankruptcy filing, Proskauer Rose LLP took over as lead counsel. The equity committee also has tapped Campbells as Cayman Islands counsel, and Quinn Emanuel Urquhart & Sullivan, LLP as conflicts counsel. As of Sept. 30, 2012, the Debtor had total assets of $274.34 million, total liabilities of $37.34 million and total stockholders' equity of $237 million. UNIGENE LABORATORIES: Postpones Special Meeting Indefinitely ------------------------------------------------------------ Unigene Laboratories, Inc., announced that the special meeting of shareholders in lieu of the 2012 annual shareholder meeting scheduled for Jan. 15, 2013, in Chicago, has been postponed until further notice, pending the completion of the financial statement restatements covering the periods ended March 31, 2010, through June 30, 2012. About Unigene Unigene Laboratories, Inc. OTCBB: UGNE) -- http://www.unigene.com/ -- is a biopharmaceutical company focusing on the oral and nasal delivery of large-market peptide drugs. Unigene reported a net loss of $17.92 million in 2011, a net loss of $27.86 million in 2010, and a net loss of $13.38 million in 2009. The Company's balance sheet at June 30, 2012, showed $11.69 million in total assets, $77.56 million in total liabilities and a $65.87 million total stockholders' deficit. Grant Thornton LLP, in New York, expressed substantial doubt about the Company's ability to continue as a going concern following the 2011 financial results. The independent auditors noted that the Company has incurred a net loss of $17,900,000 during the year ended Dec. 31, 2011, and, as of that date, has an accumulated deficit of $189,000,000 and the Company's total liabilities exceeded total assets by $55,138,000. Bankruptcy Warning Under the Company's amended and restated March 2010 financing agreement with Victory Park Management, LLC, so long as the Company's outstanding note balance is at least $5,000,000, the Company must maintain a minimum cash balance equal to at least $2,500,000 and its cash flow must be at least $2,000,000 in any fiscal quarter or $7,000,000 in any three consecutive quarters. "Without additional financing, we will not be able to maintain a minimum cash balance of $2,500,000, or maintain an adequate cash flow, in order to avoid default in periods subsequent to September 30, 2012," the Company said in its quarterly report for the period ended June 30, 2012. "As a result, we will be in default under the financing agreement, which would result in the full amount of our debt owed to Victory Park becoming immediately due and payable. Even if we are able to raise cash and maintain a minimum cash balance of at least $2,500,000 through the March 2013 maturity date, there is no assurance that the notes will be converted into common stock, in which case, we may not have sufficient cash from operations or from new financings to repay the Victory Park debt when it comes due. There can be no assurance that new financings will be available on acceptable terms, if at all. In the event that we default, Victory Park could retain control of the Company and will have the ability to force us into involuntary bankruptcy and liquidate our assets." UNILAVA CORP: Incurs $890,600 Net Loss in Third Quarter ------------------------------------------------------- Unilava Corporation filed with the U.S. Securities and Exchange Commission its quarterly report on Form 10-Q disclosing a net loss of $890,610 on $1.59 million of revenue for the three months ended Sept. 30, 2012, compared with a net loss of $227,287 on $871,594 of revenue for the same period during the prior year. For the nine months ended Sept. 30, 2012, the Company incurred a net loss of $1.36 million on $2.41 million of revenue, compared with a net loss of $1.07 million on $2.69 million of revenue for the same period a year ago. The Company's balance sheet at Sept. 30, 2012, showed $2.75 million in total assets, $8.07 million in total liabilities and a $5.31 million total stockholders' deficit. A copy of the Form 10-Q is available for free at: http://is.gd/VFx5uU About Unilava Corporation Unilava Corporation (OTC BB: UNLA) -- http://www.unilava.com/-- is a diversified communications holding company incorporated under the laws of the State of Wyoming in 2009. Unilava and its subsidiary brands provide a variety of communications services, products, and equipment that address the needs of corporations, small businesses and consumers. The Company is licensed to provide long distance services in 41 states throughout the U.S. and local phone services across 11 states. Through its carrier- grade microwave wireless broadband infrastructure and broadband Internet access partners, the Company also offers mobile and high- definition IP-hosted voice services to residential customers and corporate clients. Additionally, Unilava delivers a comprehensive and integrated suite of fee-based online and mobile advertising and web services to a broad array of business enterprises. Headquartered in San Francisco, the Company has regional offices in Chicago, Seoul, Hong Kong, and Beijing. The Company reported a net loss of $2.98 million in 2011, compared with a net loss of $1 million in 2010. In its audit report accompanying the financial statements for fiscal 2011, De Joya Griffith & Company, LLC, in Henderson, Nevada, noted that the Company has suffered losses from operations, which raises substantial doubt about its ability to continue as a going concern. VALENCE TECHNOLOGY: Taps Armanino McKenna as Appraiser ------------------------------------------------------ Valence Technology, Inc., has sought permission from the U.S. Bankruptcy Court for the Western District of Texas to employ Armanino McKenna, LLP, to perform an appraisal of the Debtor's patent portfolio and to prepare a report of valuation, nunc pro tunc to Nov. 20, 2012. For its services in connection with appraising the Debtor's foreign and domestic patents and preparing the report, subject to court approval, Armanino McKenna will be paid a flat rate fee in the total amount of $9,000, inclusive of expenses, due upon the completion of the report. To the best of Debtor's knowledge, Armanino McKenna is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. 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. The Debtor disclosed $24,858,325 in assets and $78,520,831 in liabilities as of the Chapter 11 filing. 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 U.S. Trustee for Region 7 appointed five creditors to serve on the Official Committee of Unsecured Creditors of the Debtor. Brinkman Portillo Ronk, PC, serves as its counsel. VISCOUNT SYSTEMS: Dennis Raefield Named COO and CSO --------------------------------------------------- Dennis Raefield, 65, was appointed Chief Operating Officer and Chief Sales Officer of Viscount Systems, Inc. Mr. Raefield was previously President of Honeywell Access Systems, a division of Honeywell International, which manufactures enterprise level access control systems for Fortune 100 clients. Prior, Mr. Raefield was President of Pinkerton Systems Integration (now Securitas), a security system integration business installing video, access control and alarms to Fortune 500 clients. He was also Owner/CEO of Omega Corporate Security, a west coast premier systems integrator based in the San Francisco area. Mr. Raefield holds a Bachelor of Science degree in Mechanical Engineering from Santa Clara University, and is a member of ASIS, SIA, ESA, ISIO, CAA, and CSAA. About Viscount Systems Burnaby, Canada-based Viscount Systems, Inc., is a manufacturer, developer and service provider of access control security products. The Company reported a net loss of C$2.9 million in 2011, compared with a net loss of C$1.3 million in 2010. The Company's balance sheet at Sept. 30, 2012, showed C$1.08 million in total assets, C$3.44 million in total liabilities and a C$2.35 million total stockholders' deficit. "The Company's bank credit facility was suspended on December 30, 2011 due to the bank's assessment of the Company's financial position. Management has determined that the Company will need to raise a minimum of $500,000 by way of new debt or equity financing to continue normal operations for the next twelve months. Management has been actively seeking new investors and developing customer relationships, however a financing arrangement has not yet completed. Short-term loan financing is anticipated from related parties, however there is no certainty that loans will be available when required. These factors raise substantial doubt about the ability of the Company to continue operations as a going concern." Following the 2011 results, Dale Matheson Carr-Hilton Labonte LLP, in Vancouver, Canada, expressed substantial doubt about Viscount Systems' ability to continue as a going concern. The independent auditors noted that the Company has an accumulated deficit of C$5,769,027 and has reported a loss of C$2,883,304 for the year ended Dec. 31, 2011. VIVARO CORP: To Auction Off Assets in January --------------------------------------------- Marie Beaudette at Dow Jones' DBR Small Cap reports that Vivaro Corp., which says it's the largest provider of voice- communications services between Mexico and the U.S., will put its assets on the auction block next month. Vivaro Corp., which specializes in the sale of international calling cards in the U.S., filed a Chapter 11 petition (Bankr. S.D.N.Y. Case No. 12-13810) on Sept. 5, 2012, together with six other related companies, including Kare Distribution Inc. The Debtor is represented by Frederick E. Schmidt, Esq., at Hanh V. Huynh, Esq., at Herrick, Feinstein LLP. Garden City Group Inc. is the claims and notice agent. A five-member official committee of unsecured creditors has been appointed in the case. WESTERN POZZOLAN: Prefers Chapter 11 Trustee Over Case Dismissal ---------------------------------------------------------------- Western Pozzolan Corp., in a limited opposition to Interest Income Partner's motion to dismiss the Debtor's case, said that the bankruptcy case will benefit from the appointment of a Chapter 11 trustee, given the development of the cases associated with the Debtor's principal, James W. Scott. As reported in the Troubled Company Reporter on Nov. 16, 2012, Interest Income, in seeking dismissal of the case, pointed out, among other things, that: -- the Debtor is not authorized to use cash collateral, but despite lack of authority, has used cash collateral; -- the Debtor has stated in its August Monthly Operating Report that it has not paid for general liability insurance; -- the Debtor has not been able to and and is not able to reorganize; and -- there is potential gross mismanagement of the estate. The Debtor noted that the benefits of the appointment of a trustee includes: -- the Debtor will be reorganized; -- creditors will receive a maximized pay out as they will benefit from a functional and operational Western Pozzolan; and -- the bankruptcy of the Debtor will be in solid hands with an effective guide toward confirmation of a plan. About Western Pozzolan Western Pozzolan Corp., is in the business of mining and selling pozzolan ore. Western Pozzolan operates the Long Valley Pozzolan Plant in Lassen County, California. The Company filed a Chapter 11 bankruptcy petition (Bankr. D. Nev. Case No. 12-11040) in Las Vegas, Nevada, on Jan. 30, 2012. Judge Mike K. Nakagawa presides over the case, taking over from Judge Linda B. Riegle. Matthew Q. Callister, Esq., at Callister & Associates, serves as the Debtor's counsel. The Debtor disclosed $10,825,304 in assets and $2,916,012 in liabilities as of the Chapter 11 filing. August B. Landis, Acting U.S. Trustee for Region 17, appointed three creditors to serve in the Official Committee of Unsecured Creditors. Western Pozzolan first filed for bankruptcy protection (Bankr. D. Nev. Case NO. 10-27096) in Las Vegas on Sept. 9, 2010. WINNIE COMMUNITY: Voluntary Chapter 11 Case Summary --------------------------------------------------- Debtor: Winnie Community Hospital, L.L.C. fdba China Community Clinic 3221 Collinsworth Street, Suite 200 Fort Worth, TX 76107 Bankruptcy Case No.: 12-46841 Chapter 11 Petition Date: December 17, 2012 Court: U.S. Bankruptcy Court Northern District of Texas (Ft. Worth) Judge: D. Michael Lynn Debtor's Counsel: J. Robert Forshey, Esq. FORSHEY & PROSTOK, LLP 777 Main Street, Suite 1290 Ft. Worth, TX 76102 Tel: (817) 877-8855 E-mail: jrf@forsheyprostok.com - and - Lynda L. Lankford, Esq. FORSHEY & PROSTOK, LLP 777 Main Street, Suite 1290 Fort Worth, TX 76102 Tel: (817) 878-2022 Fax: (817) 877-4151 E-mail: llankford@forsheyprostok.com Estimated Assets: $500,001 to $1,000,000 Estimated Debts: $1,000,001 to $10,000,000 The Company did not file a list of creditors together with its petition. The petition was signed by Albert B. Schwarzer, president of Winnie Community Hospital, L.L.C., managing member. Affiliate that filed a separate Chapter 11 petition: Entity Case No. Petition Date ------ -------- ------------- Frontier Healthcare Group, L.L.C. 12-46842 12/17/12 WOLF MOUNTAIN: $220M Suit Against Oak Hill Tossed ------------------------------------------------- Joshua Alston at Bankruptcy Law360 reports that a Texas state court has thrown out a $220 million suit filed against Oak Hill Capital Partners LP, after finding the ski resort company that brought suit over a botched deal has since filed for bankruptcy protection and no longer owns the disputed property. Wolf Mountain Resorts LC filed its complaint in December 2008, alleging Oak Hill was trying to illegally sell The Canyons, a Park City, Utah, ski resort, when Wolf Mountain still held rights to the grounds as part of an agreement, according to Bankruptcy Law360. About Wolf Mountain Resorts Wolf Mountain Resorts, L.C., based in Los Angeles, California, filed for Chapter 11 bankruptcy (Bankr. C.D. Calif. Case No. 11-30162) on May 9, 2011. Judge Peter Carroll presides over the case. David S. Kupetz, Esq., and Mark S. Horoupian, Esq., at SulmeyerKupetz, serve as bankruptcy counsel. Wolf Mountain Resorts estimated that both its assets and debts measure between $100 million and $500 million. XENONICS HOLDINGS: Incurs $2.2-Mil. Net Loss in Fiscal 2012 ----------------------------------------------------------- Xenonics Holdings, Inc., filed on Dec. 21, 2012, its annual report on Form 10-K for the year ended Sept. 30, 2012. SingerLewak LLP, in Irvine, California, expressed substantial doubt about Xenonics' ability to continue as a going concern. The independent auditors noted that the Company has historically suffered recurring losses from operations, has a substantial accumulated deficit and has limited revenues. The Company reported a net loss of $2.2 million on $2.2 million of revenue for 2012, compared with a net loss of $92,000 on $7.2 million of revenue for 2011. It said, "Significantly lower sales offset by a reduction in expenses in the current year accounted for a net loss of $2,189,000 when compared to a net loss of $92,000 for the prior year." The Company's balance sheet at Sept. 30, 2012, showed $3.0 million in total assets, $2.0 million in total liabilities, and stockholders' equity of $995,000. A copy of the Form 10-K is available at http://is.gd/PHhzpb Carlsbad, California-based Xenonics Holdings, Inc., designs, manufactures and markets high-end, high-intensity portable illumination products and low light viewing systems (night vision). XTREME GREEN: Incurs $717,900 Net Loss in Third Quarter ------------------------------------------------------- Xtreme Green Products Inc. filed its quarterly report on Form 10-Q, reporting a net loss of $717,915 on $135,749 of sales for the three months ended Sept. 30, 2012, compared with a net loss of $635,905 on $230,023 of sales for the three months ended Sept. 30, 2011. For the nine months ended Sept. 30, 2012, the Company had a net loss of $2.2 million on $624,665 of sales, compared with a net loss of $1.4 million on $1.5 million of sales for the nine months ended Sept. 30, 2011. The Company's balance sheet at Sept. 30, 2017, showed $1.2 million in total assets, $4.3 million in total liabilities, and a stockholders' deficit of $3.1 million. "From inception to Sept. 30, 2012, we have incurred a cumulative net loss totaling $8,923,032 and have working capital and stockholder deficits of $3,140,404 and $3,123,667 at Sept. 30, 2012 respectively." These raise substantial doubt about the Company's ability to continue as a going concern. A copy of the Form 10-Q is available at http://is.gd/C5Bceu North Las Vegas, Nev.-based Xtreme Green Products Inc. has developed a line of electric powered products such as personal mobility vehicles, light trucks (UTVs) and (ATVs), motor cycles and scooters. The Company's product line is based on its proprietary "green" energy management system and electric propulsion system. These products have the power and ability of gas powered engines, but without the particulate pollution or noise pollution. * NJ Court Clarifies Inquiry Duties for Construction Liens ---------------------------------------------------------- Martin Bricketto at Bankruptcy Law360 reports that a New Jersey court ruled Dec. 19. that a supplier that wants to bring a construction lien claim against a prime contractor for money owed by a bankrupt subcontractor must inquire about the original source of any payments it has already received from the subcontractor, to make sure it has correctly allocated them among project accounts. * Recent Small-Dollar & Individual Chapter 11 Filings ----------------------------------------------------- In re WC Enterprises, LLC dba Broadway Pizzeria Bankr. N.D. Ala. Case No. 12-72611 Chapter 11 Petition filed December 14, 2012 See http://bankrupt.com/misc/alnb12-72611.pdf represented by: Marshall Entelisano, Esq. MARSHALL A. ENTELISANO, PC E-mail: evet@marshall-lawfirm.com Affiliate that filed separate Chapter 11 petition: Entity Case No. Petition Date ------ -------- ------------- Eric Wyatt 12-71702 08/17/12 In re The Greater Bethel Apostolic Church Bankr. C.D. Calif. Case No. 12-50888 Chapter 11 Petition filed December 14, 2012 represented by: Thomas M Alexander, Jr., Esq. ALEXANDER LAW OFFICES E-mail: alexanderslaw@gmail.com In re Michael Cho Bankr. C.D. Calif. Case No. 12-50991 Chapter 11 Petition filed December 14, 2012 In re Robert Kushner Bankr. N.D. Calif. Case No. 12-58830 Chapter 11 Petition filed December 14, 2012 In re Russo & Sons, LLC Bankr. M.D. Fla. Case No. 12-16731 Chapter 11 Petition filed December 14, 2012 See http://bankrupt.com/misc/flmb12-16731.pdf represented by: Elizabeth A. Green, Esq. BAKER & HOSTETLER LLP E-mail: egreen@bakerlaw.com In re Joseph Snorgrass Bankr. D. Kans. Case No. 12-23352 Chapter 11 Petition filed December 14, 2012 In re Diana Glass Bankr. D. Md. Case No. 12-32301 Chapter 11 Petition filed December 14, 2012 In re Robert Rosswog Bankr. W.D. Pa. Case No. 12-26046 Chapter 11 Petition filed December 14, 2012 In re Ibrahim Abdel Fattah Bankr. D. P.R. Case No. 12-09868 Chapter 11 Petition filed December 14, 2012 In re Stewart McCray Bankr. N.D. Tex. Case No. 12-37865 Chapter 11 Petition filed December 14, 2012 In re Hacienda Guanajuato, Inc. dba Hacienda Guanajuato Mexican Restaurant Bankr. S.D. Tex. Case No. 12-39244 Chapter 11 Petition filed December 14, 2012 See http://bankrupt.com/misc/txsb12-39244.pdf represented by: Calvin C. Braun, Esq. ORLANDO & BRAUN LLP E-mail: calvinbraun@orlandobraun.com Affiliates that simultaneously filed for Chapter 11: Entity Case No. Petition Date ------ -------- ------------- La Finca Cinco Ranch, Inc. 12-39245 12/14/2012 La Finca Cinco Uno, Inc. 12-39246 12/14/2012 La Finca Cinco II, Inc. 12-39247 12/14/2012 La Finca Cinco III, Inc. 12-39248 12/14/2012 La Finca Cinco IV, Inc. 12-39249 12/14/2012 In re Lisa Clemensen Bankr. C.D. Calif. Case No. 12-51036 Chapter 11 Petition filed December 15, 2012 In re Somboon Roekchairasmee Bankr. C.D. Calif. Case No. 12-51057 Chapter 11 Petition filed December 16, 2012 In re Scott Steele Bankr. D. Md. Case No. 12-32322 Chapter 11 Petition filed December 16, 2012 In re Woodson Air, Inc. Bankr. E.D. Ark. Case No. 12-17254 Chapter 11 Petition filed December 17, 2012 See http://bankrupt.com/misc/areb12-17254.pdf represented by: Jean M. Madden, Esq. Madden Law Firm E-mail: maddenlaw@aristotle.net In re One Firerock LLC Bankr. D. Ariz. Case No. 12-26591 Chapter 11 Petition filed December 17, 2012 Filed pro se In re Samuel Ile Bankr. D. Ariz. Case No. 12-26598 Chapter 11 Petition filed December 17, 2012 In re Connoisseur Advisors, Inc. Bankr. C.D. Calif. Case No. 12-24220 Chapter 11 Petition filed December 17, 2012 See http://bankrupt.com/misc/cacb12-24220.pdf represented by: Evan L. Smith, Esq. E-mail: els@elsmithlaw.com In re Moazzem Hossain Chowdhury dba Desert Drugs dba Desert Drugs Pharmacy fdba MJM Healthcare Services, Inc. dba The Medicine Shoppe #1764 Bankr. C.D. Calif. Case No. 12-51060 Chapter 11 Petition filed December 17, 2012 See http://bankrupt.com/misc/cacb12-51060.pdf represented by: Giovanni Orantes, Esq. Orantes Law Firm PC E-mail: go@gobklaw.com In re 900 Linden Block Development, LLC Bankr. N.D. Calif. Case No. 12-33519 Chapter 11 Petition filed December 17, 2012 See http://bankrupt.com/misc/canb12-33519.pdf Filed pro se In re Annette Krainik Bankr. D. Colo. Case No. 12-35363 Chapter 11 Petition filed December 17, 2012 In re Gregory Krainik Bankr. D. Colo. Case No. 12-35363 Chapter 11 Petition filed December 17, 2012 In re Hani Tadros Bankr. M.D. Fla. Case No. 12-18832 Chapter 11 Petition filed December 17, 2012 In re Brian Charles Bankr. D. Idaho Case No. 12-02944 Chapter 11 Petition filed December 17, 2012 In re Q4 Group, LLC Bankr. N.D. Ill. Case No. 12-49289 Chapter 11 Petition filed December 17, 2012 See http://bankrupt.com/misc/ilnb12-49289.pdf represented by: Jeffrey W. Deer, Esq. Deer & Stone P C E-mail: jwdeer@aol.com In re William Boisvert Bankr. D.N.H. Case No. 12-13781 Chapter 11 Petition filed December 17, 2012 In re Leonora Baldoza Bankr. D. Nev. Case No. 12-23694 Chapter 11 Petition filed December 17, 2012 In re William Simmons Bankr. D. Utah Case No. 12-35651 Chapter 11 Petition filed December 17, 2012 ********* 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 ***