/raid1/www/Hosts/bankrupt/TCR_Public/121228.mbx
T R O U B L E D C O M P A N Y R E P O R T E R
Friday, December 28, 2012, Vol. 16, No. 359
Headlines
ALLEN FAMILY FOODS: 10% Plan Confirmed in Delaware
ALION SCIENCE: Incurs $41.4 Million Net Loss in Fiscal 2012
AMERICAN SUZUKI: Settlement With Dealers Approved by Court
AMERICAN AIRLINES: Selling London Townhouse for $23 Million
AMERIGROUP CORP: S&P Raises Counterparty Credit Rating From 'BB+'
AMES DEPARTMENT: Cellmark Loses 2nd Cir. Appeal
AMPAL-AMERICAN Tel Aviv Court Appoints Receiver for Gadot
APOLLO MEDICAL: Incurs $4.7 Million Net Loss in Oct. 31 Quarter
APT PAPER: In Bankruptcy, Shenzhen Factory Closed
ARKANOVA ENERGY: Sells $200,000 Worth of Securities to Director
AS SEEN ON TV: Cancels Contractor Agreement with Stratcon
ASPEN GROUP: Raises $350,000 from Units Offering
ATP OIL: Further Amends DIP Facility with Credit Suisse
ATRIUM CORP: Ch. 11 Veteran Has 'Untenable' Capital Structure
B+H OCEAN: May Solicit Plan Votes; Confirmation Hearing on Jan. 29
BEHRINGER HARVARD: Co-GP Estimates Value of $1.93 Per LP Unit
BERKELEY COFFEE: Had $111,000 Comprehensive Loss in Oct. 31 Qtr.
BERRY PLASTICS: Swings to $2 Million Net Income in Fiscal 2012
BILLMYPARENTS INC: Issues 6.4 Million Common Shares
BLUEGREEN CORP: Borrowings Under Liberty Facility Hiked to $50MM
BRE-X MINERALS: Trustee Seeks to End Suits vs. Former Execs.
CATALYST PAPER: Arizona Plant Sold for $13.5 Million
CEREPLAST INC: Voluntarily Moves Listing to the OTCQB Market
CLEAR CHANNEL: Bain's M. Freeman Joins Board of Directors
CHAMPION INDUSTRIES: Mac Aldridge Retires as SVP
CEREPLAST INC: Voluntarily Delists Common Stock from NASDAQ
CLEARWIRE CORP: Sprint to Acquire 100% Ownership for $2.97 Apiece
CLEARWIRE CORP: Crest Buys More Shares, Opposes Sprint Merger
COMSTOCK MINING: Underwriters Exercise Over-Allotment Option
COMARCO INC: Incurs $2.2 Million Net Loss in Oct. 31 Quarter
CONTINENTAL AIRLINES: S&P Rates $425MM Class C Certs. 'B+'
CONVERTED ORGANICS: Sells TerraSphere Business to RI for $5
CUMULUS MEDIA: Crestview Partners Holds 41.2% of Class A Shares
DCB FINANCIAL: M3 Funds Discloses 7.1% Equity Stake
DESERT HAWK: Misses $6.1 Million Payment to DMRJ
DEX ONE: Reaches Agreement with Lender Steering Committee
DIAL GLOBAL: Obtains Waivers from Lenders Until Jan. 15
DIALOGIC INC: To Issue 601,809 Common Shares Under 2006 Plans
DIGITAL DOMAIN: Sells Patents for $5.45 Million
DUNE ENERGY: Zell Credit Discloses 6.4% Equity Stake
EASTMAN KODAK: Samsung Settlement Approved, New Loan Moves Ahead
ELITE PHARMACEUTICALS: Has Agreement for Supply of Phentermine
ELITE PHARMACEUTICALS: Wilson Gilliam Holds 5.7% Equity Stake
EMMIS COMMUNICATIONS: Board Adopts Amended By-Laws
EMPIRE RESORTS: Partners with EPT to Develop $600-Mil. Project
ENERGY FUTURE: S&P Cuts Units' CCRs to 'CC' on Debt Exchanges
ENERGY FUTURE: Enters Into New TXU Energy AR Program
EXPEDIA INC: Trivago Acquisition No Impact on Moody's 'Ba1' CFR
FEDERAL-MOGUL CORP: Moody's Affirms 'B2' CFR; Outlook Stable
FIRST PLACE: Klehr Harrison Approved as Committee's Co-Counsel
FIRST PLACE: Patton Boggs Approved as Bankruptcy Counsel
FIRST PLACE: Rothschild Inc. OK'd as Panel's Investment Banker
FIRST PLACE: Wants to Hire Keefe Bruyette as Investment Banker
FIRST PLACE: Ex-CEO Disagrees With Direction, Exits Board
FPSDA I LLC: Dunkin' Donuts Franchisee Fails to Halt Class Suit
GARY L. REINERT: Dispute Over PACA Trust Assets Goes to Trial
GENERAL AUTO: Membership Interests to be Cancelled Under Plan
GEOKINETICS INC: Misses $14MM Payment; In Talks for Restructuring
GLYECO INC: Completes Integrated Agreement with Full Circle
GMX RESOURCES: Anthony Melchiorre Discloses 7.9% Equity Stake
GMX RESOURCES: Douglas Ostrover Discloses 6.9% Equity Stake
GRAYMARK HEALTHCARE: Graymark Investments Holds 8.7% Equity Stake
GREEN EARTH: Walter Raquet Elected to Board of Directors
GREEN EARTH: Files Form S-1, Registers 55 Million Common Shares
GREENMAN TECHNOLOGIES: Maturity of $2.2MM Credit Extended to 2013
HAWKER BEECHCRAFT: Rejects 2 Pension Plans, Keeps 1 in PBGC Deal
HD SUPPLY: Incurs $50 Million Net Loss in Oct. 28 Quarter
HEARTLAND DENTAL: S&P Raises Rating on $500MM Secured Debt to 'B+'
HOSTESS BRANDS: Workers Fight for Final Paychecks
ICTS INTERNATIONAL: Incurs US$4.3MM Loss in First Half of 2012
IMPERIAL PETROLEUM: Has Conditional Settlement in Bank Lawsuit
INOVA TECHNOLOGY: Reports $28,700 Net Income in Oct. 30 Quarter
IRONSTONE GROUP: Madsen & Associates Remains as Accountants
K-V PHARMACEUTICAL: Moves Closer to Consensus on Loan
KIWIBOX.COM INC: Releases New IOS and Android Updates
KNIGHT CAPITAL: Amends $300 Million Credit Agreements
LDK SOLAR: Receives RMB248.9 Million Arbitration Award
LDK SOLAR: Seeking OK to Amend Indenture Governing 2014 Notes
LEE BRICK: Plan Outline Approved; Confirmation Hearing on Jan. 16
LIFECARE HOLDINGS: Suspending Filing of Reports with SEC
LOCATION BASED TECH: Issues $1-Mil. Convertible Note to ECPC II
LODGENET INTERACTIVE: Payments Deferred to Dec. 31
LODGENET INTERACTIVE: Signs Letter Agreements with Executives
LPATH INC: Selling 2.3 Million Common Shares at $5 Apiece
LSP ENERGY: Files Plan to Divide Up $272.6 Million Sale Proceeds
MARKETING WORLDWIDE: SGI Group Discloses 9.9% Equity Stake
MEDIA HOLDCO: Moody's Assigns 'B1' Corp. Family Rating
MEDYTOX SOLUTIONS: Acquires 50% Stake in Biohealth for $265,125
MERRIMACK PHARMACEUTICALS: Gets $15-Mil. Add'l Loan from Hercules
MF GLOBAL: U.S. and UK Units Reach Key Agreements
MGM RESORTS: Offering $1.2 Billion of 6.625% Senior Notes
MORGAN'S FOODS: Reports $125,000 Net Income in Nov. 4 Quarter
MOTORS LIQUIDATION: Court OKs Liquidation of New GM Securities
MPG OFFICE: Relieved of Obligation to Pay $44.4MM Mortgage Loan
NAVISTAR INTERNATIONAL: OKs 5,000 Stock Options to Directors
NEDAK ETHANOL: Missed $26.5MM Payment; Property Foreclosure Seen
NEW ENERGY: Ethanol Plant Goes Up for Auction Jan. 29
NEW ENGLAND: Files for Chapter 11 Bankruptcy
NEWPAGE CORP: Completes Restructuring, Emerges from Chapter 11
NEWPAGE CORP: Former RR Donelley Chief Angelson Is New Chairman
NEWPAGE CORP: S&P Ups Corp. Credit Rating to 'B+'; Outlook Stable
ORAGENICS INC: Board OKs $80,000 2012 Incentive Awards for Execs.
PATRIOT COAL: Case Formally Moved to Missouri From NY
PINNACLE ENTERTAINMENT: Ameristar Deal No Impact on Moody's CFR
PIPELINE DATA: To Auction Credit-Card Business on Jan. 4
PTC ALLIANCE: S&P Assigns 'B' Corp. Credit Rating; Outlook Stable
RESIDENTIAL CAPITAL: Judge Peck to Serve as Mediator
ROSETTA GENOMICS: Adjourns Special Meeting to Dec. 26
RUBICON FINANCIAL: Issues $726,500 Term Note Due 2015
SEARCHMEDIA HOLDINGS: Gets OK for Change Name to Tiger Media
SEQUENOM INC: Board Adopts Clawback, Ownership Policies
SEQUENOM INC: W. Welch Promoted to President and COO
SINCLAIR BROADCAST: Completes Acquisitions of TV Stations
SPRINT NEXTEL: To Acquire 100% of Clearwire for $2.97 Apiece
STORY BUILDING: Disclosure Statement Hearing Reset to Jan. 29
STRATEGIC AMERICAN: Delays Form 10-Q for Oct. 31 Quarter
SUN RIVER: Delays Form 10-Q for Oct. 31 Quarter
TELECONNECT INC: Ralph Kroner Appointed to Board of Directors
TELETOUCH COMMUNICATIONS: Stratford Put Option Period Extended
THERMOENERGY CORP: Has 63.8MM Common Shares Resale Prospectus
TITAN PHARMACEUTICALS: Signs Exclusive License Pact With Braeburn
TOPS HOLDING: Plans to Offer $460 Million Senior Secured Notes
UNIGENE LABORATORIES: G. Mayes Quits as Pres., Counsel & Director
USEC INC: Obtains Additional $45.7-Mil. Funding from Government
USG CORP: Faces Class Action Lawsuit in Illinois
VENTANA 20/20: Plan to be Funded by Future Operations
VIGGLE INC: Obtains Additional $2.5 Million from Sillerman
WPCS INTERNATIONAL: Incurs $493,000 Net Loss in Oct. 31 Quarter
Z TRIM HOLDINGS: To Issue 18 Million Shares Under Incentive Plan
ZALE CORP: To Issue 1 Million Shares Under 2011 Incentive Plan
* MF Global Again Beats Out Lehman in Claim Trading
* Sale of Junk Debt Increased in 2012
* BOOK REVIEW: Ralph H. Kilmann's Beyond the Quick Fix
*********
ALLEN FAMILY FOODS: 10% Plan Confirmed in Delaware
--------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Allen Family Foods Inc. is set to emerge from Chapter
11 reorganization under a plan where unsecured creditors with
$32.2 million in claims were told they could expect a 10%
recovery. The bankruptcy judge in Delaware signed a confirmation
order on Dec. 19 approving the plan.
According to the report, the business was sold in September 2011
to Korean poultry producer Harim Co., generating $45.2 million.
Confirmation required a separate settlement with the Pension
Benefit Guaranty Corp.
As reported by the Troubled Company Reporter, the purpose of the
Plan is to liquidate, collect and maximize the cash value of the
remaining assets of the Debtors and make distributions in respect
of any Allowed Claims against the Debtors' Estates. The Plan is
premised on the satisfaction of Claims through creation of the
Liquidating Trust (pursuant to the Liquidating Trust Agreement)
and distribution of the proceeds raised from the sale and
liquidation of the Debtors' remaining assets, claims and Causes of
Action.
The Bloomberg report relates the secured debt when the Chapter 11
case began included $83.2 million on a term loan and revolving
credit with MidAtlantic Farm Credit ACA as agent. From the sale
proceeds, $30 million was held aside to await the result of a
lawsuit by the creditors against MidAtlantic.
Bloomberg relates a settlement with the lender gave unsecured
creditors $5 million. The bank also agreed to waive claims, so it
won't share in distributions to unsecured creditors as a result of
a shortfall in payment of the secured claim.
About Allen Family Foods
Allen Family Foods Inc. is a 92-year-old Seaford, Del., poultry
company. Allen Family Foods and two affiliates, Allen's Hatchery
Inc. and JCR Enterprises Inc., filed for Chapter 11 bankruptcy
protection (Bankr. D. Del. Case No. 11-11764) on June 9, 2011.
Allen estimated assets and liabilities between $50 million and
$100 million in its petition.
Robert S. Brady, Esq., and Sean T. Greecher, Esq., at Young,
Conaway, Stargatt & Taylor, in Wilmington, Delaware, serve as
counsel to the Debtors. FTI Consulting is the financial advisor.
BMO Capital Markets is the Debtors' investment banker. Epiq
Bankruptcy Solutions LLC is the claims and notice agent.
Roberta DeAngelis, U.S. Trustee for Region 3, appointed seven
creditors to serve on an Official Committee of Unsecured Creditors
in the Debtors' cases. Lowenstein Sandler PC and Womble Carlyle
Sandridge & Rice, PLLC, serve as counsel for the committee. J.H.
Cohn LLP serves as the Committee's financial advisor.
ALION SCIENCE: Incurs $41.4 Million Net Loss in Fiscal 2012
-----------------------------------------------------------
Alion Science and Technology Corporation filed with the U.S.
Securities and Exchange Commission its annual report on Form 10-K
disclosing a net loss of $41.44 million on $817.20 million of
contract revenue for the year ended Sept. 30, 2012, a net loss of
$44.38 million on $787.31 million of contract revenue for the year
ended Sept. 30, 2011, and a net loss of $15.23 million on $833.98
million of contract revenue for the year ended Sept. 30, 2010.
The Company's balance sheet at Sept. 30, 2012, showed $635.29
million in total assets, $776.35 million in total liabilities,
$110.74 million in redeemable common stock, $20.78 million in
common stock warrants, $149,000 accumulated other comprehensive
loss and a $272.43 million accumulated deficit.
Bankruptcy Warning
"Our credit arrangements, including our unsecured and secured note
indentures and our revolving credit facility include a number of
covenants. We expect to be able to comply with our indenture
covenants and our credit facility financial covenants for at least
the next twenty-one months. If we were unable to meet financial
covenants in our revolving credit facility in the future, we might
need to amend the revolving credit facility on less favorable
terms. If we were to default under any of the revolving credit
facility covenants, we could pursue an amendment or waiver with
our existing lenders, but there can be no assurance that lenders
would grant an amendment or waiver. In light of current credit
market conditions, any such amendment or waiver might be on terms,
including additional fees, increased interest rates and other more
stringent terms and conditions materially disadvantageous to us.
If we were unable to meet these financial covenants in the future
and unable to obtain future covenant relief or an appropriate
waiver, we could be in default under the revolving credit
facility. This could cause all amounts borrowed under it and all
underlying letters of credit to become immediately due and
payable, expose our assets to seizure, cause a potential cross-
default under our indentures and possibly require us to invoke
insolvency proceedings including, but not limited to, a voluntary
case under the U.S. Bankruptcy Code."
A copy of the Form 10-K is available for free at:
http://is.gd/AILRKe
About Alion Science
Alion Science and Technology Corporation, based in McLean,
Virginia, is an employee-owned company that provides scientific
research, development, and engineering services related to
national defense, homeland security, and energy and environmental
analysis. Particular areas of expertise include communications,
wireless technology, netcentric warfare, modeling and simulation,
chemical and biological warfare, program management.
* * *
As reported by the TCR on Sept. 8, 2011, Standard & Poor's Ratings
Services lowered its corporate credit rating on McLean, Va.-based
Alion Science and Technology Corp. to 'CCC+' from 'B-'. The
rating outlook is negative.
"The downgrade of Alion is a result of the company's recent
operational weakness," said Standard & Poor's credit analyst
Alfred Bonfantini, "and the prospect of further pressure on
revenues, which stem from the continuing resolution on the 2011
Federal government budget that wasn't settled until April 2011,
the subsequent specter of a U.S. government default during the
debt ceiling debate, and the ongoing uncertainty over future
budget cuts and levels."
In the Sept. 26, 2012, edition of the TCR, Moody's Investors
Service has lowered the ratings of Alion Science and Technology
Corporation including its Corporate Family Rating ("CFR") to Caa2
from Caa1 due to the high likelihood that the company will need do
a debt refinancing over the next twelve to eighteen months.
AMERICAN SUZUKI: Settlement With Dealers Approved by Court
----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that American Suzuki Motor Corp. will import an additional
2,500 Suzuki cars to meet increased demand following the company
announcement it was withdrawing from the U.S. market. The
company's sales rose 22% in November to more than 2,200 units.
The report relates that at a hearing Dec. 20, the bankruptcy judge
approved additional financing for the new imports. The judge also
approved a settlement where almost all dealers agreed to terminate
dealerships while accepting immediate payment of half their
damages, with the remainder to be paid through the bankruptcy
process.
About American Suzuki
Established in 1986, American Suzuki Motor Corporation is the sole
distributor of Suzuki automobiles and vehicles in the United
States. American Suzuki wholesales virtually all of its inventory
through a network of independently owned and unaffiliated
dealerships located throughout the continental United States.
The dealers then market and sell the Suzuki Products to retail
customers. Suzuki Motor Corp., the 100% interest holder in the
Debtor, manufacturers substantially all of the Suzuki products.
American Suzuki has 295 employees. There are approximately 220
automotive dealerships, over 900 motorcycle/ATV dealerships, and
over 780 outboard marine dealerships.
American Suzuki filed a Chapter 11 petition (Bankr. C.D. Calif.
Case No. 12-22808) on Nov. 5, 2012, to sell the business to SMC,
absent higher and better offers. SMC is not included in the
Chapter 11 filing. The Debtor disclosed assets of $233 million
and liabilities totaling $346 million. Debt includes $32 million
owing to the parent on a revolving credit and $120 million for
inventory financing. There is about $4 million owing to trade
suppliers.
The Debtor also filed a plan of reorganization together with the
petition. Under the proposed Plan, the Motorcycles/ATV and Marine
Divisions will remain largely unaffected including the warranties
associated with the products. NounCo, Inc., a wholly owned
subsidiary of SMC, will purchase the Motorcycles/ATV and Marine
Divisions and the parts and service components of the Automotive
Division. The restructured Automotive Division intends to honor
automotive warranties and authorize the sale of genuine Suzuki
automotive parts and services to retail customers through a
network of parts and service only dealerships that will provide
warranty services.
Bankruptcy Judge Catherine E. Bauer signed an order Oct. 6
reassigning the case to Judge Scott Clarkson. ASMC's legal
advisor on the restructuring is Pachulski Stang Ziehl & Jones LLP,
and its financial advisor is FTI Consulting, Inc. Nelson Mullins
Riley & Scarborough LLP is serving as special counsel on
automobile dealer and industry issues. Further, ASMC has proposed
the appointment of Freddie Reiss, Senior Managing Director at FTI
Consulting, as chief restructuring officer, and has also added two
independent Board members to assist it through this period. Rust
Consulting Omni Bankruptcy, a division of Rust Consulting, Inc.,
is the claims and notice agent. The Debtor has retained Imperial
Capital, LLC as investment banker.
SMC is represented by lawyers at Klee, Tuchin, Bogdanoff & Stern
LLP.
AMERICAN AIRLINES: Selling London Townhouse for $23 Million
-----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that American Airlines Inc. has a buyer to pay
14.2 million pounds ($23 million) for a townhouse in the
Kensington section of London. The 5,242 square-foot property was
on the market for four months and was shown to 37 prospective
buyers. The airline's parent AMR Corp. doesn't intend on holding
an auction. Rather, AMR wants the sale approved at a Jan. 9
hearing in U.S. Bankruptcy Court in New York.
American Airlines
AMR Corp. and its subsidiaries including American Airlines, the
third largest airline in the United States, filed for bankruptcy
protection (Bankr. S.D.N.Y. Lead Case No. 11-15463) in Manhattan
on Nov. 29, 2011, after failing to secure cost-cutting labor
agreements.
AMR, previously the world's largest airline prior to mergers by
other airlines, is the last of the so-called U.S. legacy airlines
to seek court protection from creditors.
American Airlines, American Eagle and the AmericanConnection
carrier serve 260 airports in more than 50 countries and
territories with, on average, more than 3,300 daily flights. The
combined network fleet numbers more than 900 aircraft.
The Company reported a net loss of $884 million on $18.02 billion
of total operating revenues for the nine months ended Sept. 30,
2011. AMR recorded a net loss of $471 million in the year 2010, a
net loss of $1.5 billion in 2009, and a net loss of $2.1 billion
in 2008.
AMR's balance sheet at Sept. 30, 2011, showed $24.72 billion
in total assets, $29.55 billion in total liabilities, and a
$4.83 billion stockholders' deficit.
Weil, Gotshal & Manges LLP serves as bankruptcy counsel to the
Debtors. Paul Hastings LLP and Debevoise & Plimpton LLP Groom Law
Group, Chartered, are on board as special counsel. Rothschild
Inc., is the financial advisor. Garden City Group Inc. is the
claims and notice agent.
Jack Butler, Esq., John Lyons, Esq., Felecia Perlman, Esq., and
Jay Goffman, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP
serve as counsel to the Official Committee of Unsecured Creditors
in AMR's chapter 11 proceedings. Togut, Segal & Segal LLP is the
co-counsel for conflicts and other matters; Moelis & Company LLC
is the investment banker, and Mesirow Financial Consulting, LLC,
is the financial advisor.
Bankruptcy Creditors' Service, Inc., publishes AMERICAN AIRLINES
BANKRUPTCY NEWS. The newsletter tracks the Chapter 11 proceeding
undertaken by AMR Corp. and its affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000).
AMERIGROUP CORP: S&P Raises Counterparty Credit Rating From 'BB+'
-----------------------------------------------------------------
Standard & Poor's Ratings Services raised its long-term
counterparty credit rating on Amerigroup Corp. (AGP) to 'A-' from
'BB+'. "At the same time, we removed the rating from CreditWatch
with positive implications, where we placed it on July 9, 2012.
The outlook is stable," S&P said.
"Our four-notch upgrade of AGP following its acquisition by
WellPoint Inc. is based on our designation of AGP as a core entity
within WellPoint Inc.," said Standard & Poor's credit analyst Hema
Singh. "Based on our group rating methodology, we allow for more
than three notches of rating support for core entities. AGP will
now operate as wholly owned intermediate holding company under
WellPoint Inc. AGP's group of health plans collectively supports
the enterprise strategy, and the acquisition of AGP is in line
with WellPoint's strategy to increase its market presence in the
Medicaid segment. WellPoint has a significant existing presence in
the Medicaid segment."
"The stable outlook is based on our expectation that AGP will
remain a core entity within WellPoint Inc. Failure of WellPoint to
support AGP, or significant loss/nonrenewal of Medicaid contracts
within AGP's core markets would cause us to reevaluate AGP's core
group status and our rating on the company."
AMES DEPARTMENT: Cellmark Loses 2nd Cir. Appeal
-----------------------------------------------
The U.S. Court of Appeals for the Second Circuit upheld a Feb. 28,
2012 order of the U.S. District Court for the Southern District of
New York (Koeltl, J.), affirming the March 28, 2011 order of the
U.S. Bankruptcy Court for the Southern District of New York
(Gerber, Bankr. J.), which avoided and recovered three transfers
between Cellmark Paper Inc. and Ames Merchandising Corporation in
2001 worth a total of $1,899,970.
The Appeals Court agreed with the lower courts in rejecting
Cellmark's Presumption of Insolvency and Ordinary Course of
Business defenses.
According to the Appeals Court, the bankruptcy court did not
clearly err by concluding that Cellmark failed to submit evidence
sufficient to rebut the presumption of Ames's insolvency. As the
bankruptcy court noted, evidence of the book value of Ames's
assets, without more, is ordinarily insufficient to establish
solvency under the Code, which is a concept based on the fair
market value of the debtor's assets. Book value may be relevant
in determining fair market value, but it does not compel the fact
finder to draw an inference of solvency. Thus, it was not clearly
erroneous for the bankruptcy court to conclude that the book
value, along with other evidence cited by Cellmark in its brief --
which consists of nothing more than statements by Ames executives
about their expectations for the company once it exited Chapter 11
bankruptcy -- was insufficient to support a reasonable finding of
Ames's solvency at the time of the transfers to overcome the
presumption.
The Appeals Court also held that the bankruptcy court noted a
number of aspects of Ames's and Cellmark's prior course of
dealings that distinguished the three transfers at issue. Ames
had not previously made partial payments on an invoice, issued a
lump sum check for several invoices, or paid an invoice early.
Moreover, the invoice due August 2, 2001, unlike other invoices
from Cellmark, was manually prepared and out of numerical order.
The bankruptcy court considered Cellmark's explanations for these
differences and found them to be either unpersuasive or not
credible. "Based on the record, we cannot say that the court's
factual findings were clearly erroneous. And based on these
findings, the bankruptcy court did not err in concluding that
Cellmark failed to establish that the transfers at issue took
place in the ordinary course of business between it and Ames," the
Second Circuit said.
The appellate case is, CELLMARK PAPER INCORPORATED, Creditor-
Appellant, v. AMES MERCHANDISING CORPORATION, Debtor-Appellee.*
No. 12-1269-bk (2nd Cir.). A copy of the Appeals Court's Dec. 26
Summary Order is available at http://is.gd/MRUtI3from Leagle.com.
Cellmark is represented in the case by Irve J. Goldman, Esq. --
igoldman@pullcom.com -- at Pullman & Comley, LLC, in Bridgeport,
Connecticut.
Bijan Amini, Esq., and Avery Samet, Esq. -- bamini@samlegal.com
and asamet@samlegal.com -- at Storch Amini & Munves PC, in New
York, argue for Ames.
The three-judge panel consists of Circuit Judges Pierre N. Leval,
Debra Ann Livingston, and Denny Chin.
About Ames Department Stores
Rocky Hill, Connecticut-based Ames Department Stores was founded
in 1958. At its peak, Ames operated 700 stores in 20 states,
including the Northeast, Upper South, Midwest and the District of
Columbia. In April 1990, Ames filed for bankruptcy protection
under Chapter 11 of the U.S. Bankruptcy Code. In Ames I, the
retailer closed 370 stores and emerged from chapter 11 on Dec. 30,
1992.
Ames filed a second bankruptcy petition under Chapter 11 (Bankr.
S.D.N.Y. Case No. 01-42217) on Aug. 20, 2001. Lawyers that worked
on the case include Togut, Segal & Segal LLP; Weil, Gotshal &
Manges; and Storch Amini Munves PC; Cadwalader, Wickersham & Taft
LLP. When the Company filed for protection from their creditors,
they reported $1,901,573,000 in assets and $1,558,410,000 in
liabilities. The Company closed all of its 327 department stores
in 2002.
Ames and its affiliates filed a consolidated Chapter 11 Plan, and
a related Disclosure Statement explaining the Plan with the Court
on Dec. 6, 2004. A full-text copy of Ames' Chapter 11 Plan
is available at no charge at:
http://bankrupt.com/misc/ames_chapter_11_plan.pdf
and a full-text copy of Ames' Disclosure Statement is available
at no charge at:
http://bankrupt.com/misc/ames'_disclosure_statement.pdf
A hearing to determine the adequacy of the Disclosure Statement
explaining Ames' Plan has not yet been scheduled.
AMPAL-AMERICAN Tel Aviv Court Appoints Receiver for Gadot
---------------------------------------------------------
Ampal-American Israel Corporation, a holding company with
experience in acquiring interests in various businesses with
emphasis in recent years on energy, chemical and related fields,
disclosed that the Tel Aviv District Court in Israel appointed a
receiver for Gadot Chemical Tankers and Terminals Ltd. shares as
requested by Israel Discount Bank Ltd., as part of IDB's motion to
enforce IDB's lien and foreclose on all the outstanding shares of
Gadot, an Israeli wholly owned indirect subsidiary of Ampal.
IDB obtained the lien on the Gadot shares in connection with a
loan made pursuant to a Letter of Undertaking dated December 3,
2007, as amended (the "Loan"). The proceeds of the Loan were used
for the acquisition of Gadot. Ampal had previously disclosed on
Nov. 14, 2012 and Nov. 22, 2012 that IDB had accelerated the Loan,
made a demand for immediate repayment and was seeking to foreclose
on the shares of Gadot.
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.
APOLLO MEDICAL: Incurs $4.7 Million Net Loss in Oct. 31 Quarter
---------------------------------------------------------------
Apollo Medical Holdings, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing a
net loss of $4.72 million on $1.96 million of revenue for the
three months ended Oct. 31, 2012, compared with net income of
$58,204 on $1.43 million of revenue for the same period during the
prior year.
For the nine months ended Oct. 31, 2012, the Company reported a
net loss of $8.08 million on $5.24 million of revenue, compared
with a net loss of $293,559 on $3.56 million of revenue for the
same period a year ago.
The Company's balance sheet at Oct. 31, 2012, showed $2.16 million
in total assets, $2.24 million in total liabilities and a $78,587
total stockholders' deficit.
"To date the Company has funded its operations from internally
generated cash flow and external sources, the proceeds from the
Senior Secured Note and the convertible notes which have provided
funds for near-term operations and growth. The current operating
plan indicates that losses from operations may be incurred for all
of fiscal 2013. Consequently, we may not have sufficient
liquidity necessary to sustain operations for the next twelve
months and this raises substantial doubt that we will be able to
continue as a going concern. The Company intends to seek to raise
additional capital through public or private equity financings,
partnerships, joint ventures, disposition of assets, debt
financings, bank borrowings or other sources of financing.
"No assurances can be made that management will be successful in
achieving its plan. If the Company is not able to raise
substantial additional capital in a timely manner, the Company may
be forced to cease operations."
A copy of the Form 10-Q is available for free at:
http://is.gd/YLvnmb
About Apollo Medical
Glendale, Calif.-based Apollo Medical Holdings, Inc., provides
hospitalist services in the Greater Los Angeles, California area.
Hospitalist medicine is organized around the admission and care of
patients in an inpatient facility such as a hospital or skilled
nursing facility and is focused on providing, managing and
coordinating the care of hospitalized patients.
The Company reported a net loss of $720,346 for the year ended
Jan. 31, 2012, compared with a net loss of $156,331 during the
prior year.
Kabani & Company, Inc., in Los Angeles, California, issued a
"going concern" qualification on the consolidated financial
statements for the year ended Jan. 31, 2012, citing accumulated
deficit of $2,117,708 as of Jan. 31, 2012, negative working
capital of $266,044 and cash flows used in operating activities of
$385,455, which raised substantial doubt about the Company's
ability to continue as a going concern. .
APT PAPER: In Bankruptcy, Shenzhen Factory Closed
-------------------------------------------------
Uni Core Holdings Corporation, a Hong Kong-based holding company,
regrettably informs its shareholders that it has filed for
bankruptcy protection for its Shenzhen Factory of the APT Paper
Group ("APT"), one of UCHC's subsidiaries. The Shenzhen facility
was negatively impacted by the downturn of the Chinese and
worldwide economy coupled with a shortage of required cash flow to
meet current production needs. APT Shenzhen has been struggling
for a long time and management has decided to close it down.
UCHC's Board believes that this move will allow the company to
devote the expected cash savings to bolster the healthier APT
Group's Qingdao and Suzhou factories, which remain fully
operational.
UCHC's management's goal is to turn the remaining APT operations
profitable within six (6) months.
UCHC plans to soon initiate a Valuation Report and an Audit of
Prosperous Agriculture Company Limited, its farm business, in
order to consolidate their financial results with the Group.
UCHC recently appointed a New York-based investment advisor to aid
in the business restructuring and an investment banker to
potentially raise capital.
James Wu, CEO of UCHC, commented that, although the above-
announced recent moves will provide short term pain, the results
should ultimately prove positive.
About Uni Core Holdings
Uni Core Holdings Corporation through its subsidiaries develops,
manufactures and distributes environmental friendly paper and
agricultural products based upon its proprietary technology and
supply chains. The Company was founded in 1998 and is
headquartered in Hong Kong.
ARKANOVA ENERGY: Sells $200,000 Worth of Securities to Director
---------------------------------------------------------------
Arkanova Energy Corporation sold to a director and officer of the
Company an aggregate of 2,000,000 shares at a price of $0.10 per
shares for gross proceeds of $200,000. The Company relied on the
exemption from the registration requirements provided for in
Section 4(2) of the Securities Act of 1933, as amended.
Austin, Tex.-based Arkanova Energy Corporation is primarily
engaged in the acquisition, exploration and development of oil and
gas resource properties. Arkanova is currently participating in
oil and gas exploration activities in Arkansas, Colorado and
Montana. All of Arkanova's oil and gas properties are located in
the United States.
The Company's balance sheet at June 30, 2012, showed $2.8 million
in total assets, $8.9 million in total liabilities, and a
stockholders' deficit of $6.1 million.
Arkanova has incurred losses of $24.6 million since inception and
has a negative working capital of $8.3 million at June 30, 2012.
As reported in the TCR on Jan. 3, 2012, MaloneBailey, LLP, in
their report on Arkanova's financial statements for the year ended
Sept. 30, 2011, said that the Company has incurred losses since
inception, which raises substantial doubt about the Company's
ability to continue as a going concern.
AS SEEN ON TV: Cancels Contractor Agreement with Stratcon
---------------------------------------------------------
As Seen On TV, Inc., terminated its independent contractor
agreement by and between its wholly owned subsidiary, TV Goods,
Inc., and Stratcon Partners, LLC, effective Dec. 12, 2012.
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.
ASPEN GROUP: Raises $350,000 from Units Offering
------------------------------------------------
Aspen Group, Inc., raised $350,000 in gross proceeds from the sale
of units consisting of shares of common stock and five-year
warrants exercisable at $0.50 per share in a private placement
offering to seven accredited investors.
The units sold contained a total of 1,000,000 shares of common
stock and 500,002 warrants. In connection with the offering,
Aspen agreed to register the shares of common stock and the shares
of common stock underlying the warrants. In connection with these
sales, Aspen paid broker-dealers placement agent fees of $45,500.
The terms of this private placement were identical to those of a
private placement which closed on Sept. 28, 2012. Aspen
anticipates the final closing under this offering will be no later
than Dec. 21, 2012.
On Dec. 12, 2012, the Board of Directors of Aspen approved
amendments to the 2012 Equity Incentive Plan. The amendment
revised the definition of Fair Market Value to provide that
Aspen's Board or Compensation Committee shall establish the Fair
Market Value if Aspen's common stock trades sporadically rather
than every day taking into consideration all relevant factors
including the most recent price at which Aspen's stock was sold.
Additionally, the Plan was amended to provide Aspen with certain
forfeiture, recuperation and redemption rights on the Stock Rights
for certain acts by a Recipient of a Stock Right.
About Aspen Group
Denver, Colo.-based Aspen Group, Inc., was founded in Colorado in
1987 as the International School of Information Management. On
Sept. 30, 2004, it was acquired by Higher Education Management
Group, Inc., and changed its name to Aspen University Inc. On
May 13, 2011, the Company formed in Colorado a subsidiary, Aspen
University Marketing, LLC, which is currently inactive. On
March 13, 2012, the Company was recapitalized in a reverse merger.
Aspen's mission is to become an institution of choice for adult
learners by offering cost-effective, comprehensive, and relevant
online education. Approximately 88% of the Company's degree-
seeking students (as of June 30, 2012) were enrolled in graduate
degree programs (Master or Doctorate degree program). Since 1993,
the Company has been nationally accredited by the Distance
Education and Training Council, a national accrediting agency
recognized by the U.S. Department of Education.
The Company's balance sheet at Sept. 30, 2012, showed $5.34
million in total assets, $4.57 million in total liabilities and
$763,228 in total stockholders' equity.
"The Company had a net loss allocable to common stockholders of
$5,213,755 and negative cash flows from operations of $2,288,416
for the nine months ended September 30, 2012. The Company's
ability to continue as a going concern is contingent on securing
additional debt or equity financing from outside investors. These
matters 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.
ATP OIL: Further Amends DIP Facility with Credit Suisse
-------------------------------------------------------
ATP Oil & Gas Corporation amended its Senior Secured Super
Priority Priming Debtor in Possession Credit Agreement with
Credit Suisse AG, as the administrative agent and collateral
agent, and Credit Suisse Securities (USA) LLC, as the sole
bookrunner and sole lead arranger.
The material amendments to the DIP Credit Agreement include the
following:
* The Lenders generally waived the receipt of a Satisfactory
APE Report (or updated NSAI Report) for the funding of the
remaining three tranches of available undrawn loans, the
Additional DIP Budget Amount ($30,000,000), the Final DIP
Budget Amount ($60,000,000), and the Additional NM Loan
Amount ($25,000,000).
* The availability dates of the remaining three tranches of
undrawn loans changed and certain new conditions to funding
were put into place.
-- The Additional DIP Budget Amount availability date,
which originally expired Nov. 15, 2012, is extended
through Dec. 14, 2012.
-- The Final DIP Budget Amount availability date, which
originally expired Dec. 15, 2012, is now available from
Dec. 15, 2012, through Jan. 2, 2013, for the first
$50,000,00 of that tranche, provided the Company's
MC942 S-Sand has commercial operation by that date.
The remaining Final DIP Budget Amount of $10,000,000 is
now available from Jan. 15, 2013, through Feb. 15,
2013.
-- The Additional NM Loans availability date, which
originally was tied to the satisfaction of certain
events related to the Gomez #9 Project for the first
$5,000,000, is now available from Jan. 15, 2013,
through Feb. 15, 2013, and for the remaining
$25,000,000 is now available from Feb. 15, 2013,
through March 1, 2013. However, the commercial
operation of the Clipper Project must be achieved by
the date the remaining $25,000,000 is drawn.
* The Additional NM Loan tranches available only upon receipt
of a certificate from the Chief Restructuring Officer
certifying the satisfaction of certain thresholds for the
Company.
* Each of the Company's failure to (i) achieve commercial
operation of the MC 942 S-Sand by Jan. 2, 2013, and (ii)
achieve commercial operation of the Clipper Project by
March 1, 2013, were added as Events of Default.
* Capital expenditures for the Gomez #9 Project are now
limited to an aggregate amount of $1,000,000 for project
planning, and an additional $1,000,000 at the reasonable
discretion of the Required Lenders, those amounts being
available as of Dec. 2, 2012. The conditions that were
required for any Gomez #9 capital expenditure have been
eliminated.
* By Dec. 17, 2012, the Company must file a Lien
Identification Process Motion with the Bankruptcy Court
seeking a process requiring all statutory Lien claimants to
file with the Bankruptcy Court a statement of any Lien
claims for prepetition services along with a statement, and
evidence, of the date to which the claimant asserts that
any Lien rights relate back.
* The Company has additional flexibility in entering into
Commodity Agreements and delivering the remaining post-
closing deliverables.
* The Company is now required to make mandatory prepayments
of any distributions, dividends or other amounts from its
foreign subsidiary, ATP Oil & Gas (Netherlands) B.V. and
its subsidiaries, in connection with dispositions of assets
by the ATP Oil & Gas (Netherlands) B.V. or its
subsidiaries.
* Schedule 8.19 (BOE Production Schedule) is being updated to
reflect the agreed revised DIP Budget and the consequences
of asset sales.
* The Company's Liquidity calculation will now include the
accounts receivable associated with the initial revenue
payments made during the period from Feb. 15, 2013, through
March 31, 2013, from the "first party purchasers"
associated with the initial period of production from the
Clipper Project.
* Numerous milestones were put in place for the sale process
of the Company's shelf properties and deepwater properties
and related assets, including the dissemination of
marketing materials, approved bidding procedures,
commencement of an auction process, and consummation of the
sale process, etc. Each of the individual milestones dates
may be extended an additional 28 days, with cause.
* The interest rate on all loans under the DIP Credit
Agreement will be increased by 2% per annum if the interest
is paid in kind upon maturity or payment in full of the
Loans, or 1% if the Company pays the interest in cash.
Additionally, the Lenders charged an amendment fee of 1% of
the sum of the aggregate principal amount of all Loans and
unfunded Commitments, and that fee will be paid in kind.
A copy of the Amended Credit Agreement is available for free at:
http://is.gd/7AeI7m
In connection with the amendments to the DIP Credit Agreement, the
Company is required to conduct a sales process with respect to
certain of the assets of the Company. In connection with that
sales process, the Company has made accessible to prospective
purchasers the "Internal Reserve Report", and presents the
Company's estimated proved, probable and possible reserves and
future revenue, as of Oct. 1, 2012, with respect to the interests
of the Company in and related to Telemark, Gomez, Clipper, Canyon
Express, Entrada, Garden Banks Block 409 and Viosca Knoll Block
863, located in the Gulf of Mexico.
The Internal Reserve Report is based upon prices and costs and
reflects a price change using Oct. 1, 2012, NYMEX future prices
only. A copy of the Internal Reserve Report is available at:
http://is.gd/l8URco
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. In its schedules,
the Debtor disclosed $3,249,576,978 in assets and $2,278,831,445
in liabilities as of the Chapter 11 filing.
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.
ATRIUM CORP: Ch. 11 Veteran Has 'Untenable' Capital Structure
-------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Atrium Cos., which implemented a Chapter 11 plan in
April 2010, once again has an "untenable" capital structure,
according to a report by Moody's Investors Service. Along with
lowering the corporate rating one grade to Caa2, Moody's said a
"capital restructuring will be needed to reduce debt."
About Atrium Companies
Atrium Companies, Inc. -- http://www.atrium.com/-- manufactures
residential vinyl and aluminum windows and patio doors in North
America.
Atrium and its U.S. subsidiaries filed voluntary Chapter 11
petitions with the U.S. Bankruptcy Court in Delaware (Bankr. D.
Del. Case No. 10-10150) on Jan. 20, 2010. The Company's Canadian
subsidiary also initiated reorganization proceedings under the
Companies' Creditors Arrangement Act (CCAA) in the Ontario
Superior Court of Justice in Toronto. The Chapter 11 petition
says that debts range from $100 million to $500 million. The
Company's legal advisors are Kirkland & Ellis in the U.S. and
Goodmans LLP in Canada. Moelis & Company is serving as financial
advisor. Garden City Group Inc. serves as claims and notice
agent.
Atrium implemented a Chapter 11 plan in April 2010 where existing
investors Kenner & Co. and Golden Gate Capital Corp. retained
92.5% of the equity by making new investments.
B+H OCEAN: May Solicit Plan Votes; Confirmation Hearing on Jan. 29
------------------------------------------------------------------
Bankruptcy Judge Shelley C. Chapman issued an order Dec. 18
approving the Second Amended Disclosure Statement explaining B&H
Ocean Carriers Ltd.'s Second Amended Joint Plan of Reorganization.
The Court also authorized the Debtors to commence solicitation of
plan votes.
The Court held a hearing Nov. 8 to consider approval of the
Debtors' disclosure materials. B&H Ocean Carriers filed the
Second Amended Plan and Disclosure Statement on Dec. 17.
Pursuant to the Court's order, creditors and other parties-in-
interest entitled to vote on the Plan may cast their votes by
Jan. 22.
A hearing to consider confirmation of the Plan is set for Jan. 29,
2013, at 2:00 p.m. in Bankruptcy Court in One Bowling Green, New
York.
Objections to confirmation of the Joint Plan also must be filed by
Jan. 22, and must be served on:
(a) counsel for the Debtors:
Nicholas F. Kajon, Esq.
Constantine D. Pourakis, Esq.
STEVENS & LEE, P.C.
485 Madison Avenue, 20th Floor
New York, NY 10022
E-mail: nfk@stevenslee.com
cp@stevenslee.com
- and -
John D. Demmy, Esq.
STEVENS & LEE, P.C.
1105 N. Market Street, Suite 700
Wilmington, DE 19801
E-mail: jdd@stevenslee.com
(b) counsel for the Creditors' Committee
Benjamin Blaustein, Esq.
KELLEY DRYE & WARREN, LLP
101 Park Avenue
New York, NY
E-mail:blaustein@kelleydrye.com
(c) counsel for Macquarie Bank and Macquarie US
David Neier, Esq.
WINSTON & STRAWN, LLP
200 Park Avenue
New York, NY 10166
E-mail:denier@winston.com
(d) counsel for The Bank of Nova Scotia Asia Limited
Neil Quartaro, Esq.
WATSON, FARLEY & WILLIAMS (NEW YORK), LLP
1133 Avenue of the Americas, 11th Floor
New York, NY 10036
E-mail: nquartaro@wfw.com
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that with one vessel already sold, the Chapter 11 plan
calls for selling the remainder and distributing the proceeds
first to secured creditors, taking settlements into consideration.
Assuming creditors consent to settlement and waive the right to
file lawsuits, the accompanying disclosure materials say that
about $2.4 million might be distributed to unsecured creditors.
Depending on the company against which a creditor has a claim, the
recovery on an unsecured claim is estimated to range from a low of
less than 5% to full payment.
A copy of the Debtors' Second Amended Plan is available at:
http://is.gd/AodRmn
About B+H Ocean Carriers
B+H Ocean Carriers Ltd. is an international ship-owning and
operating company that owns, through subsidiaries, a fleet of
four product-suitable Panamax combination carriers capable of
transporting both wet and dry bulk cargoes, along with a 50%
interest in an additional combination carrier.
B+H Ocean Carriers and its subsidiaries filed voluntary Chapter
11 petitions (Bankr. S.D.N.Y. Case Nos. 12-12356) on May 30, 2012.
The Debtors disclosed assets of US$4.52 million and liabilities of
$46.09 million as of the Chapter 11 filing.
John H. Hall, Jr., Esq., at Pryor & Mandelup, L.L.P., in New York,
originally represented the Debtors as bankruptcy counsel. They
were later replaced by Nicholas F. Kajon, Esq., John D. Demmy,
Esq., and Constantine D. Pourakis, Esq., at Stevens & Lee, P.C.
BEHRINGER HARVARD: Co-GP Estimates Value of $1.93 Per LP Unit
-------------------------------------------------------------
The limited partnership agreement of Behringer Harvard Short-Term
Opportunity Fund I LP requires that the Fund's general partners
provide its limited partners annually an estimate of value of the
Fund's limited partnership units.
In connection with this valuation process, on Dec. 14, 2012,
Behringer Harvard Advisors II LP, the Fund's co-general partner
has estimated a value of $1.93 per limited partnership unit. This
estimate is also being provided to assist broker-dealers in
connection with their obligations under applicable Financial
Industry Regulatory Authority rules with respect to customer
account statements and to assist fiduciaries in discharging their
obligations under Employee Retirement Income Security Act
reporting requirements.
As part of the General Partner's valuation process, and as
required by the Fund's limited partnership agreement, the General
Partner has obtained the opinion of an independent third party,
Robert A. Stanger & Co., Inc., that the estimated valuation is
reasonable and was prepared in accordance with appropriate methods
for valuing real estate. Stanger, founded in 1978, is a
nationally recognized investment banking firm specializing in real
estate, REITs and direct participation programs such as the Fund.
A copy of the Letter to Unit Holders is available at:
http://is.gd/Pt9Y8Z
About Behringer Harvard
Addison, Tex.-based Behringer Harvard is a limited partnership
formed in Texas on July 30, 2002. The Company's general partners
are Behringer Harvard Advisors II LP and Robert M. Behringer. As
of Sept. 30, 2011, seven of the twelve properties the Company
acquired remain in the Company's portfolio. The Company's
Agreement of Limited Partnership, as amended, provides that the
Company will continue in existence until the earlier of Dec. 31,
2017, or termination of the Partnership pursuant to the
dissolution and termination provisions of the Partnership
Agreement.
For the year ended Dec. 31 2011, Deloitte & Touche LLP, in Dallas,
Texas, noted that the uncertainty surrounding the ultimate outcome
of settling unpaid debt and its effect on the Partnership, as well
as the Partnership's operating losses at its subsidiaries, raise
substantial doubt about its ability to continue as a going
concern. The Partnership is facing a significant amount of debt
maturities in the near future and debt which has matured but
remains unpaid, which is recourse to the Partnership.
Behringer reported a net loss of $50.15 million in 2011, a net
loss of $18.71 million in 2010, and a net loss of $15.47 million
in 2009.
The Company's balance sheet at Sept. 30, 2012, showed $49.06
million in total assets, $52.94 million in total liabilities and a
$3.88 million total deficit.
Bankruptcy Warning
Of Behringer's $122.8 million in notes payable at March 31, 2012,
$51.3 million has matured and is subsequently in default and an
additional $50.8 million is scheduled to mature in the next twelve
months. As of March 31, 2012, of the Company's $122.8 million in
notes payable, $110.4 million was secured by properties and $99.9
million was recourse to the Company. The Company continues to
have negotiations and discussions with lenders to modify or
restructure loans, outcomes of which may include a sale to a third
party or returning the property to the lender. The Company may
also consider putting certain of its subsidiaries into bankruptcy
in order to protect the Company's interest in the property.
BERKELEY COFFEE: Had $111,000 Comprehensive Loss in Oct. 31 Qtr.
----------------------------------------------------------------
Berkeley Coffee & Tea, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing a
total comprehensive loss of $111,277 on $63,621 of sales for the
three months ended Oct. 31, 2012, compared with a total
comprehensive loss of $16,229 on $53,629 of sales for the same
period during the prior year.
For the six months ended Oct. 31, 2012, the Company incurred a
total comprehensive loss of $182,633 on $119,793 of sales,
compared with a total comprehensive loss of $7,133 on $102,659 of
sales for the same period a year ago.
The Company's balance sheet at oct. 31, 2012, showed $4.61 million
in total assets, $4.59 million in total liabilities and $19,961 in
total shareholders' equity.
"The Company has incurred material losses from operations. At
October 31, 2012, the Company had an accumulated deficit in
addition to limited cash, limited revenue and unprofitable
operations. For the period ended October 31, 2012, the Company
sustained net losses. These factors, among others, raise
substantial doubt about the Company's ability to continue as a
going concern for a reasonable period of time."
As reported in the TCR on Aug. 14, 2012, MaloneBailey, LLP, in
Houston, Texas, expressed substantial doubt about Berkeley Coffee
& Tea Inc.'s ability to continue as a going concern, following the
Company's results for the fiscal year ended April 30, 2012. The
independent auditors noted that the Company has suffered recurring
losses from operations.
A copy of the Form 10-Q is available for free at:
http://is.gd/J3twx8
About Berkeley Coffee
Shanghai, China-based Berkeley Coffee & Tea Inc. was incorporated
on March 27, 2009, in the State of Nevada. Berkeley Coffee
expects to generate revenue from the marketing and sale of green
coffee beans from Yunnan, China, into the United States. It plans
to sell green bean coffee grown in China directly to coffee
wholesalers, coffee brokers and coffee roasters in the United
States.
BERRY PLASTICS: Swings to $2 Million Net Income in Fiscal 2012
--------------------------------------------------------------
Berry Plastics Group, Inc., filed with the U.S. Securities and
Exchange Commission its annual report on Form 10-K disclosing net
income of $2 million on $4.76 billion of net sales for the fiscal
year ended Sept. 29, 2012, a net loss of $299 million on $4.56
billion of net sales for the fiscal year ended Oct. 1, 2011, and a
net loss of $113 million on $4.25 billion of net sales for the
fiscal year ended Oct. 2, 2010.
The Company's balance sheet at Sept. 29, 2012, showed
$5.10 billion in total assets, $5.55 billion in total liabilities,
$23 million in redeemable shares, and a $475 million total
stockholders' deficit.
A copy of the Form 10-K is available for free at:
http://is.gd/p1eOrP
About Berry Plastics
Berry Plastics Corporation manufactures and markets plastic
packaging products, plastic film products, specialty adhesives and
coated products. At Jan. 2, 2010, the Company had more than 80
production and manufacturing facilities, primarily located in the
United States. Berry is a wholly-owned subsidiary of Berry
Plastics Group, Inc. Berry Group is primarily owned by affiliates
of Apollo Management, L.P. and Graham Partners. Berry, through
its wholly owned subsidiaries operates five reporting segments:
Rigid Open Top, Rigid Closed Top, Flexible Films, Tapes/Coatings
and Specialty Films. The Company's customers are located
principally throughout the United States, without significant
concentration in any one region or with any one customer.
On Dec. 3, 2009, Berry Plastics obtained control of 100% of the
capital stock of Pliant upon Pliant's emergence from
reorganization pursuant to a proceeding under Chapter 11 for a
purchase price of $602.7 million. Pliant is a leading
manufacturer of value-added films and flexible packaging for food,
personal care, medical, agricultural and industrial applications.
The acquired business is primarily operated in Berry's Specialty
Films reporting segment.
* * *
Berry Plastics has a 'B3' corporate family rating, with stable
outlook, from Moody's Investors Service. Moody's said in April
2010 that Berry's B3 CFR reflects weakness in certain credit
metrics, financial aggressiveness and acquisitiveness and a
continued difficult operating and competitive environment
especially in the flexible plastics and tapes segments. The
rating also reflects the Company's exposure to more cyclical end
markets, relatively weak contracts with customers and a high
percentage of commodity products.
In November 2011, Standard & Poor's Ratings Services affirmed the
'B-' corporate credit rating on Berry and its holding company
parent, Berry Plastics Group Inc. "The ratings on Berry reflect
the risks associated with the company's highly leveraged financial
profile and acquisition- driven growth strategy as well as its
fair business risk profile," said Standard & Poor's credit analyst
Cynthia Werneth.
BILLMYPARENTS INC: Issues 6.4 Million Common Shares
---------------------------------------------------
BillMyParents, Inc., entered into subscription agreements with 55
accredited investors pursuant to which the Company issued
6,419,975 shares of its common stock, $0.001 par value at a
purchase price of $0.40 per share. Pursuant to the terms of the
Offering, the Company issued five year warrants to purchase up to
an additional 1,250,000 shares of its common stock in the
aggregate, at an exercise price of $0.50 per share, to one
investor, and five year warrants to purchase up to 1,292,494
shares of its common stock in the aggregate, at an exercise price
of $0.60 per share, to 54 investors.
The Offering resulted in net proceeds to the Company of
approximately $2,285,691 after deducting fees and expenses
totaling $282,299. The placement agent, a FINRA registered
broker-dealer, in connection with the financing received a cash
fee totaling $256,799 and will receive warrants to purchase up to
641,998 shares of common stock at an exercise price of $0.50 per
share as compensation.
Pursuant to the terms of the Offering, the Company has entered
into a Registration Rights Agreement with each investor pursuant
to which the Company is required to file a registration statement
for the re-sale of the Common Shares, as well as the common stock
underlying the Warrants, within 150 days after the final closing
of the Offering, and to use its commercially reasonable efforts to
cause the registration statement to be declared effective as
promptly as possible after filing.
About BillMyParents
San Diego, Calif.-based BillMyParents, Inc., markets prepaid cards
with special features aimed at young people and their parents.
BMP is designed to enable parents and young people to collaborate
toward the goal of responsible spending.
In the auditors' report accompanying the consolidated financial
statements for the year ended Dec. 31, 2011, BDO USA, LLP,
expressed substantial doubt about the Company's ability to
continue as a going concern. BDO noted that the Company has
incurred net losses since inception and has an accumulated
deficit, and stockholders' deficiency at Sept. 30, 2011.
The Company reported a net loss of $14.2 million for the fiscal
year ended Sept. 30, 2011, compared with a net loss of
$6.9 million for the fiscal year ended Sept. 30, 2010.
The Company's balance sheet at June 30, 2012, showed $7.83 million
in total assets, $1.47 million in total liabilities, all current,
and $6.36 million in total stockholders' equity.
BLUEGREEN CORP: Borrowings Under Liberty Facility Hiked to $50MM
----------------------------------------------------------------
Bluegreen Corporation entered into an amended and restated loan
agreement with Liberty Bank which renewed and extended its
existing revolving timeshare receivables hypothecation facility.
The 2012 Liberty Facility allows for maximum outstanding
borrowings of $50 million and provides for an 85% advance on
eligible receivables pledged under the facility through March
2015, subject to customary terms and conditions. As of Nov. 30,
2012, there was approximately $21.3 million outstanding under the
2012 Liberty Facility, all of which had been previously borrowed
under a prior Liberty facility; therefore, initial availability
under the 2012 Facility was approximately $28.7 million.
Principal repayments and interest will be paid as cash is
collected on the pledged receivables, with the remaining balance
maturing in March 2018.
The 2012 Liberty Facility bears interest at the Prime Rate plus
2.25%, subject to an interest rate floor of 6.5%; however, the
interest rate permanantly decreases to the Prime Rate plus 2.00%,
subject to an interest rate floor of 6.0%, upon the outstanding
principal balance of the facility reaching or exceeding $30
million.
About Bluegreen Corp.
Bluegreen Corporation -- http://www.bluegreencorp.com/-- provides
places to live and play through its resorts and residential
community businesses.
The Company reported a net loss of $17.25 million in 2011,
compared with a net loss of $43.96 million in 2010.
The Company's balance sheet at Sept. 30, 2012, showed
$1.06 billion in total assets, $720.24 million in total
liabilities and $340.77 million in total shareholders' equity.
* * *
In December 2010, Standard & Poor's Rating Services raised its
corporate credit rating on Bluegreen Corp to 'B-' from 'CCC'.
BRE-X MINERALS: Trustee Seeks to End Suits vs. Former Execs.
------------------------------------------------------------
Deloitte & Touche Inc., Trustee in Bankruptcy of Bre-X Minerals
Ltd., intends to seek Court approval to discontinue the Estate's
various lawsuits against the Estate of David Walsh, the company's
former president, John Felderhof, the company's former Chief
Geologist, and his former spouse, Ingrid Felderhof. The lawsuits
have been ongoing since 1997. Although the point is contested by
class counsel in a related class action against the above
defendants, the Trustee has concluded that it lacks sufficient
financial resources to continue the litigation and that there is
no meaningful prospect of the Estate making a significant recovery
even if successful.
The Trustee will apply for leave to discontinue the lawsuits from
the Ontario Superior court of Justice on March 4, 2013 and from
the Alberta Court of Queen's Bench in Bankruptcy on May 30, 2013.
Class counsel in the related class action will be opposing the
motion.
In order to obtain further information from Deloitte & Touche Inc.
you may contact Annick Paradis at 416-874-3887.
CATALYST PAPER: Arizona Plant Sold for $13.5 Million
----------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Catalyst Paper Corp. was given authority from the
bankruptcy court in Delaware to sell the company's plant in
Snowflake, Arizona, for almost $13.5 million.
The report relates that the price rose 12% at auction this month
over the initial bid from the stalking horse. The company had
been expecting competitive bidding. The sale was approved in the
U.S. on Dec. 19. The sale includes a short-line railroad
associated with the plant where operations were terminated.
According to the report, Catalyst's Canadian reorganization plan
was approved by the Canadian court in June and recognized in the
U.S. the next month. The plan became effective in September. The
company had decided to sell the U.S. plant before the bankruptcies
began.
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.
CEREPLAST INC: Voluntarily Moves Listing to the OTCQB Market
------------------------------------------------------------
Cereplast, Inc.'s Board of Directors has voluntarily decided to
move the listing of its common stock from The NASDAQ Capital
Market to the OTC Markets' OTCQB marketplace. Cereplast expects
that its stock will begin trading on the OTCQB under its ticker
symbol "CERP" effective Dec. 17, 2012. As of that date, investors
and other interested parties will be able to view the Real Time
Level II stock quotes for CERP at http://www.otcmarkets.com/
Cereplast will file a Form 25 with the Securities and Exchange
Commission, and ceased trading on NASDAQ on Dec. 14, 2012.
"We believe that our decision to move to the OTCQB is in no way an
adverse reflection of the viability of the Company," stated
Frederic Scheer, Chairman and CEO of Cereplast. "We carefully
evaluated our options to maintain our listing on NASDAQ, including
whether or not to implement a reverse split to satisfy the $1.00
per share minimum bid price requirement, and concluded that it was
not in the best interest of our shareholders. We believe that the
transition to the OTCQB will be relatively seamless and will
continue to provide existing and new shareholders a quality
marketplace to trade our stock."
Mr. Scheer continued, "Looking forward to FY 2013, we expect the
Company to recover from the losses incurred in 2012 and we are
working on generating new revenue and cash flow as well as opening
up new sales initiatives into new markets for our new and existing
products and services."
On May 1, 2012, the Company received a letter from NASDAQ advising
the Company that for the 30 consecutive trading days preceding the
date of the notice, the bid price of the Company's common stock
had closed below the $1.00 per share minimum bid price required
for continued listing on The NASDAQ Capital Market, pursuant to
NASDAQ Listing Rule 5550(a)(2). The letter stated that the
Company would be provided 180 calendar days, or until Nov. 1,
2012, to regain compliance with the Bid Price Rule, which deadline
was subsequently extended on a one-time basis to April 29, 2013.
To regain compliance, the closing bid price of the common stock
would need to be at least $1.00 per share for a minimum of ten
consecutive business days prior to that date.
The Board of Directors' voluntary decision to move the Company's
listing from NASDAQ to OTCQB was made following the detailed
review of numerous factors including NASDAQ filing fees (versus
OTCQB); the significant compliance obligations and restrictions
that result from the maintenance of the NASDAQ listing, including
the associated out-of-pocket costs (versus OTCQB); and the
uncertainty to regain compliance with the Bid Price Rule before
the April, 2013 deadline. Based on the foregoing factors, the
Board of Directors does not believe there is continuing
shareholder value in maintaining Cereplast's listing on NASDAQ at
this time. However, the move to the OTCQB does not change the
Company's reporting obligations with the Securities and Exchange
Commission under applicable federal securities laws. Accordingly,
the Company will continue to file its Annual Report on Form 10-K,
Quarterly Reports on Form 10-Q and its Current Reports on Form
8-K.
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 Sept. 30, 2012, showed
$25.4 million in total assets, $22.1 million in total liabilities,
and stockholders' equity of $3.3 million.
Bankruptcy Warning
"We have incurred a net loss of $16.3 million for the nine months
ended Sept. 30, 2012, and $14.0 million for the year ended
Dec. 31, 2011, and have an accumulated deficit of $73.2 million as
of Sept. 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."
CLEAR CHANNEL: Bain's M. Freeman Joins Board of Directors
---------------------------------------------------------
Steven W. Barnes resigned as a member of the Board of Directors of
Clear Channel Communications, Inc. Pursuant to the Company's
Seventh Amended and Restated By-laws, as amended, effective
Dec. 14, 2012, the Board of Directors of the Company appointed
Matt Freeman as a member of the Company's Board of Directors to
fill the vacancy created by Mr. Barnes' resignation.
Mr. Freeman is an Operating Partner at Bain Capital Partners, LLC.
From 2010 until he joined Bain in 2012, Mr. Freeman served in
multiple capacities for The Interpublic Group of Companies, Inc.
(a global advertising and marketing services company), including
as CEO of its Mediabrands Ventures unit and as Vice Chairman and
Global Chief Innovation Officer of its McCann Erickson unit.
Prior thereto, Mr. Freeman was the CEO of an online media company,
Betawave, from 2009 to 2010 and served as CEO of the Tribal DDB
Worldwide unit of Omnicom Group Inc. (a global advertising,
marketing and corporate communications company) from 1998 to 2009.
Mr. Freeman, who graduated from Dartmouth College and the School
of Visual Arts, currently serves as Chairman of Advertising Week
and has served on the boards of the Advertising Club of New York
and the American Association of Advertising Agencies (4As) and is
a member of the Marketing Advisory Board of the Museum of Modern
Art (MoMA). Mr. Freeman also has been inducted into the American
Advertising Federation Hall of Achievement.
Mr. Freeman will not receive any compensation for his service on
the Company's Board of Directors. He will receive the same form
of Indemnification Agreement as all other members of the Company's
Board of Directors. At this time, the Board of Directors does not
intend to appoint Mr. Freeman as a member of any of the committees
of the Board of Directors.
Entities controlled by Bain and Thomas H. Lee Partners, L.P., and
their respective affiliates collectively own all of the
outstanding shares of the Class B common stock and the Class C
common stock of CC Media Holdings, Inc., the Company's indirect
parent. These shares represent in the aggregate approximately 72%
(whether measured by voting power or economic interest) of the
equity of CCMH. In addition, seven of the Company's directors
(including Mr. Freeman) are affiliated with the Sponsors and all
of the Company's directors are members of the Board of Directors
of CCMH.
In connection with the 2008 merger pursuant to which CCMH acquired
the Company, CCMH and the Company entered into a number of
agreements with the Sponsors and certain of their affiliates,
including (1) a management agreement pursuant to which the
Sponsors provide management and financial advisory services to
CCMH and its wholly owned subsidiaries until 2018, at a rate not
greater than $15.0 million per year, plus reimbursable expenses,
(2) a stockholders agreement relating to voting in elections to
the Board of Directors of CCMH and the transfer of certain shares
and (3) an affiliate transactions agreement with respect to the
entry into certain transactions between CCMH or its subsidiaries,
on the one hand, and the Sponsors or their respective affiliates,
on the other hand. In addition, as a result of the worldwide
reach and the nature of the business of CCMH and its subsidiaries
and the breadth of investments by the Sponsors, it is not unusual
for CCMH and its subsidiaries to engage in ordinary course of
business commercial transactions with entities in which one or
both of the Sponsors directly or indirectly owns a greater than
10% equity interest.
About Clear Channel
San Antonio, Texas-based CC Media Holdings, Inc. (OTC BB: CCMO) --
http://www.ccmediaholdings.com/-- is the parent company of Clear
Channel Communications, Inc. CC Media Holdings is a global media
and entertainment company specializing in mobile and on-demand
entertainment and information services for local communities and
premier opportunities for advertisers. The Company's businesses
include radio and outdoor displays.
Clear Channel reported a net loss of $302.09 million on $6.16
billion of revenue in 2011, compared with a net loss of $479.08
million on $5.86 billion of revenue in 2010. The Company had a
net loss of $4.03 billion on $5.55 billion of revenue in 2009.
The Company's balance sheet at June 30, 2012, showed
$16.45 billion in total assets, $24.31 billion in total
liabilities, and a $7.86 billion total shareholders deficit.
Bankruptcy Warning
At March 31, 2012, the Company had $20.7 billion of total
indebtedness outstanding.
The Company said in its quarterly report for the period ended
March 31, 2012, that its ability to restructure or refinance the
debt will depend on the condition of the capital markets and the
Company's financial condition at that time. Any refinancing of
the Company's debt could be at higher interest rates and increase
debt service obligations and may require the Company and its
subsidiaries to comply with more onerous covenants, which could
further restrict the Company's business operations. The terms of
existing or future debt instruments may restrict the Company from
adopting some of these alternatives. These alternative measures
may not be successful and may not permit the Company or its
subsidiaries to meet scheduled debt service obligations. If the
Company and its subsidiaries cannot make scheduled payments on
indebtedness, the Company or its subsidiaries, as applicable, will
be in default under one or more of the debt agreements and, as a
result the Company could be forced into bankruptcy or liquidation.
* * *
The Troubled Company Reporter said on Feb. 10, 2012, Fitch Ratings
has affirmed the 'CCC' Issuer Default Rating of Clear Channel
Communications, Inc., and the 'B' IDR of Clear Channel Worldwide
Holdings, Inc., an indirect wholly owned subsidiary of Clear
Channel Outdoor Holdings, Inc., Clear Channel's 89% owned outdoor
advertising subsidiary. The Rating Outlook is Stable.
Fitch's ratings concerns center on the company's highly leveraged
capital structure, with significant maturities in 2014 and 2016;
the considerable and growing interest burden that pressures free
cash flow; technological threats and secular pressures in radio
broadcasting; and the company's exposure to cyclical advertising
revenue. The ratings are supported by the company's leading
position in both the outdoor and radio industries, as well as the
positive fundamentals and digital opportunities in the outdoor
advertising space.
CHAMPION INDUSTRIES: Mac Aldridge Retires as SVP
------------------------------------------------
Mac Aldridge retired as Senior Vice President of Champion
Industries, Inc., effective On Dec. 17, 2012.
About Champion Industries
Champion Industries, Inc., is a commercial printer, business forms
manufacturer and office products and office furniture supplier in
regional markets in the United States. The Company also publishes
The Herald-Dispatch daily newspaper in Huntington, WV. The
Company's sales force sells printing services, business forms
management services, office products, office furniture and
newspaper advertising. Its subsidiaries include Interform
Corporation, Blue Ridge, Champion Publishing, Inc., The Dallas
Printing, The Bourque Printing, The Capitol, and The Herald-
Dispatch.
The Company reported a net loss of $3.97 million for the year
ended Oct. 31, 2011, compared with net income of $488,134 during
the prior year.
The Company's balance sheet at July 31, 2012, showed
$51.21 million in total assets, $51.98 million in total
liabilities, and a $767,157 total shareholders' deficit.
CEREPLAST INC: Voluntarily Delists Common Stock from NASDAQ
-----------------------------------------------------------
Cereplast, Inc., filed a Form 25 with the U.S. Securities and
Exchange Commission to voluntarily remove its common stock on The
NASDAQ Capital Market.
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.
CLEARWIRE CORP: Sprint to Acquire 100% Ownership for $2.97 Apiece
-----------------------------------------------------------------
Sprint has entered into a definitive agreement to acquire the
approximately 50% stake in Clearwire that it does not currently
own for $2.97 per share, equating to a total payment to Clearwire
shareholders, other than Sprint, of $2.2 billion. This
transaction results in a total Clearwire enterprise value of
approximately $10 billion, including net debt and spectrum lease
obligations of $5.5 billion.
The transaction consideration represents a 128% premium to
Clearwire's closing share price the day before the Sprint-Softbank
discussions were first confirmed in the marketplace on October 11,
with Clearwire speculated to be a part of that transaction; and, a
40% premium to the closing price the day before receipt of
Sprint's initial $2.60 per share non-binding indication of
interest on November 21.
Clearwire's spectrum, when combined with Sprint's, will provide
Sprint with an enhanced spectrum portfolio that will strengthen
its position and increase competitiveness in the U.S. wireless
industry. Sprint's Network Vision architecture should allow for
better strategic alignment and the full utilization and
integration of Clearwire's complementary 2.5 GHz spectrum assets,
while achieving operational efficiencies and improved service for
customers as the spectrum and network is migrated to LTE
standards.
Sprint CEO Dan Hesse said, "Today's transaction marks yet another
significant step in Sprint's improved competitive position and
ability to offer customers better products, more choices and
better services. Sprint is uniquely positioned to maximize the
value of Clearwire's spectrum and efficiently deploy it to
increase Sprint's network capacity. We believe this transaction,
particularly when leveraged with our SoftBank relationship, is
further validation of our strategy and allows Sprint to control
its network destiny."
The transaction was unanimously approved by Clearwire's board of
directors upon the unanimous recommendation of a special committee
of the Clearwire board consisting of disinterested directors not
appointed by Sprint. In addition, Clearwire has received
commitments from Comcast Corp., Intel Corp and Bright House
Networks LLC, who collectively own approximately 13% of
Clearwire's voting shares, to vote their shares in support of the
transaction. SoftBank has provided its consent to the
transaction, as required under the terms of its recently announced
merger agreement with Sprint.
Clearwire CEO and President Erik Prusch said, "Our board of
directors has been reviewing available strategic alternatives over
the course of the last two years. In evaluating available
alternatives, a special committee conducted a careful and rigorous
process, and based on the committee's recommendation, our board
unanimously determined that this transaction, which delivers
certain and attractive value for our shareholders, is the best
path forward."
In connection with the transaction, Clearwire and Sprint have
entered into agreements that provide up to $800 million of
additional financing for Clearwire in the form of exchangeable
notes, which will be exchangeable under certain conditions for
Clearwire common stock at $1.50 per share, subject to adjustment
under certain conditions. Under the financing agreements, Sprint
has agreed to purchase $80 million of exchangeable notes per month
for up to ten months beginning in January, 2013, with some of the
monthly purchases subject to certain funding conditions, including
conditions relating to the approval of the proposed merger by
Clearwire's shareholders and a network build out plan.
The transaction is subject to customary closing conditions,
including regulatory approvals and the approval of Clearwire's
stockholders including the approval of a majority of Clearwire's
stockholders not affiliated with Sprint or SoftBank. The closing
of the transaction is also contingent on the consummation of
Sprint's previously announced transaction with SoftBank. The
Clearwire and SoftBank transactions are expected to close mid-
2013.
Citigroup Global Markets Inc. acted as financial advisor to Sprint
and Skadden, Arps, Slate, Meagher & Flom LLP and King & Spalding
LLP acted as counsel to Sprint. The Raine Group acted as
financial advisor to Softbank Corp. and Morrison Foerster LLP
acted as counsel to Softbank. Evercore Partners acted as
financial advisor and Kirkland & Ellis LLP acted as counsel to
Clearwire. Centerview Partners acted as financial advisor and
Simpson Thacher & Bartlett LLP and Richards, Layton & Finger, P.A.
acted as counsel to Clearwire's special committee. Blackstone
Advisory Partners L.P. advised Clearwire on restructuring matters.
Credit Suisse acted as financial advisor and Gibson Dunn &
Crutcher LLP acted as counsel to Intel.
Additional details regarding the transaction is available at:
http://is.gd/eUQDZF
Investor Says Proposal Too Little
Mount Kellett Capital Management LP, owner of 53.2 million shares,
or approximately 3.6% of the Company's outstanding voting stock,
sent a letter to the Clearwire Corporation Board of Directors
outlining issues related to, among other things, Clearwire's
relationship with Sprint Nextel Corporation.
Mount Kellett believes that the consideration of $2.90 per share
grossly undervalues Clearwire. Moreover, Mount Kellett maintains,
the convertible debt financing proposed by Sprint is a clear
threat to the minority stockholders to vote in favor of the Sprint
proposal or face the dilution of the value of their stake in the
Company from the convertible debt and an ultimate squeeze-out
transaction when Sprint achieves a 90% ownership stake.
"To sell the Company to Sprint at a $2.90 per Share valuation
would be an absolute outrage and, in our view, a clear breach of
the Board's fiduciary duties to the public stockholders," Mount
Kellett wrote.
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.
Moody's Investors Service on Dec. 13 said that Sprint Nextel
Corporation (B1, on review for upgrade) offered to buy the
remaining 49% stake of Clearwire Corp. (Caa2, stable) that Sprint
does not already own. Sprint's offer of $2.90 a share in cash for
Clearwire totals $2.1 billion. If a definitive agreement is
reached and a transaction is consummated, Moody's believes the
deal would be credit positive for Sprint and Clearwire.
CLEARWIRE CORP: Crest Buys More Shares, Opposes Sprint Merger
-------------------------------------------------------------
Crest Financial Limited, its affiliates and other related persons,
filed an amended Schedule 13D with the Securities and Exchange
Commission disclosing that they have acquired additional shares of
Clearwire Corporation. The Crest group now owns 57,653,419
shares, or approximately 8.34% of Clearwire's outstanding Class A
stock, up from the 45,801,898 Class A shares of Clearwire, or
approximately 6.62% of Clearwire's outstanding Class A stock,
which it had owned previously.
The Crest group's purchase of additional Clearwire shares
demonstrates its willingness to further invest in Clearwire and
its confidence in Clearwire's network build-out plan.
In the meantime, Crest continues to oppose the proposed merger of
Clearwire with Sprint Nextel Corporation. Crest intends to pursue
all avenues available to it including its lawsuit against
Clearwire, Sprint and others in the Court of Chancery of the State
of Delaware, to protect itself and other minority shareholders in
Clearwire from the unfair dealings of Sprint and Clearwire in this
matter.
A copy of the amended regulatory filing is available at:
http://is.gd/GbNfwk
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.
Moody's Investors Service on Dec. 13 said that Sprint Nextel
Corporation (B1, on review for upgrade) offered to buy the
remaining 49% stake of Clearwire Corp. (Caa2, stable) that Sprint
does not already own. Sprint's offer of $2.90 a share in cash for
Clearwire totals $2.1 billion. If a definitive agreement is
reached and a transaction is consummated, Moody's believes the
deal would be credit positive for Sprint and Clearwire.
COMSTOCK MINING: Underwriters Exercise Over-Allotment Option
------------------------------------------------------------
Comstock Mining Inc. entered into an Underwriting Agreement with
Global Hunter Securities, LLC, as representative of several
underwriters, pursuant to which the Company agreed to sell
3,692,673 shares of the Company's common stock to the
Underwriters. Pursuant to the terms of the Underwriting
Agreement, the Company granted the Underwriters a 30-day option to
purchase up to an additional 553,900 common shares at the same
public offering price, to cover over-allotments. On Dec. 13,
2012, the Underwriters exercised that over-allotment option and
completed the purchase of 553,900 common shares at the public
offering price of $2.19 per share.
On Dec. 14, 2012, the Chairman of the Company, John Winfield
reported the completion of the private sale of 651 shares of
Series A-1 Convertible Preferred Stock, for the purpose of tax and
financial planning and other tax related matters. The Company
advised him that it intends to file a registration statement prior
to year end on behalf of the holders of its Series A-1 Convertible
Preferred Stock, including Mr. Winfield, as required by the terms
of a registration rights agreement with those holders.
About Comstock Mining
Virginia City, Nev.-based Comstock Mining Inc. is a Nevada-based,
gold and silver mining company with extensive, contiguous property
in the historic Comstock district. The Company began acquiring
properties in the Comstock in 2003. Since then, the Company has
consolidated a substantial portion of the Comstock district,
secured permits, built an infrastructure and brought the
exploration project into test mining production. The Company
continues acquiring additional properties in the Comstock
district, expanding its footprint and creating opportunities for
exploration and mining. The goal of the Company's strategic plan
is to deliver stockholder value by validating qualified resources
(measured and indicated) and reserves (probable and proven) of
3,250,000 gold equivalent ounces by 2013, and commencing
commercial mining and processing operations by 2011, with annual
production rates of 20,000 gold equivalent ounces.
The Company reported a net loss of $11.61 million in 2011,
compared with a net loss of $60.32 million in 2010.
The Company's balance sheet at Sept. 30, 2012, showed $42.15
million in total assets, $29.95 million in total liabilities and
$12.19 million in total stockholders' equity.
COMARCO INC: Incurs $2.2 Million Net Loss in Oct. 31 Quarter
------------------------------------------------------------
Comarco, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $2.24 million on $1.13 million of revenue for the three months
ended Oct. 31, 2012, compared with a net loss of $760,000 on $2.25
million of revenue for the same period during the prior year.
For the nine months ended Oct. 31, 2012, the Company reported a
net loss of $2.80 million on $5.01 million of revenue, compared
with a net loss of $3.95 million on $7.12 million of revenue for
the same period a year ago.
Comarco reported a net loss of $5.31 million for the year ended
Jan. 31, 2012, compared with a net loss of $5.97 million during
the prior year.
The Company's balance sheet at Oct. 31, 2012, showed $3.95 million
in total assets, $7.98 million in total liabilities and a $4.03
million total stockholders' deficit.
"The Company has experienced pre-tax losses from continuing
operations in the nine months ended October 31, 2012 and 2011
totaling $2.8 million and $3.9 million, respectively. In
addition, the Company experienced pre-tax losses from operations
for fiscal 2012 totaling $5.3 million. The Company also has
negative working capital and uncertainties surrounding the
Company's future ability to obtain borrowings and raise additional
capital. These factors, among others, raise substantial doubt
about our ability to continue as a going concern."
After auditing the fiscal 2012 financial results, Squar, Milner,
Peterson, Miranda & Williamson, LLP, in Newport Beach, California,
expressed substantial doubt about the Company's ability to
continue as a going concern. The independent auditors noted that
the Company has suffered recurring losses and negative cashflow
from operations, has had declining working capital and
uncertainties surrounding the Company's ability to raise
additional funds.
A copy of the Form 10-Q is available for free at:
http://is.gd/OOHuiB
About Comarco Inc.
Based in Lake Forest, California, Comarco, Inc. (OTC: CMRO)
-- http://www.comarco.com/-- is a provider of innovative,
patented mobile power solutions that can be used to power and
charge notebook computers, mobile phones, and many other
rechargeable mobile devices with a single device.
CONTINENTAL AIRLINES: S&P Rates $425MM Class C Certs. 'B+'
----------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+'(sf) rating to
Continental Airlines Inc.'s $425 million series 2012-3 Class C
pass-through certificates with an expected maturity of April 29,
2018. Continental is issuing the certificates under a Rule 415
shelf registration. "We assigned preliminary ratings on Dec. 12,
2012," S&P said.
"The 2012-3 Class C (2012-3C) pass-through certificates will be
serviced by cash flows from new Series C notes secured by each of
the aircraft financed by Continental's 2012-1 and 2012-2 pass-
through certificates. Thus, the 2012-3C certificates rank junior
to the existing Class A and Class B certificates of the 2012-1 and
2012-2 transactions. The 2012-3C certificates will not have a
dedicated liquidity facility, as do the more senior 2012-1 and
2012-2 certificates," S&P said.
"The 'B+'(sf) rating is based on the consolidated credit quality
of Continental's parent, United Continental Holdings Inc.
(B/Stable/--) and the legal and structural protections available
to the pass-through certificates. Because these certificates are
not supported by a liquidity facility, we analyze them as
equipment trust certificates (ETCs), rather than enhanced
equipment trust certificates (EETCs)," S&P said.
"Our rating, one notch higher than our corporate credit rating on
Continental, gives some credit for the likelihood that the airline
would not reject the secured notes whose cash flows support the
2012-3C certificates in a bankruptcy scenario. However, we do not
give as much credit for this likelihood of affirming the secured
notes as we do for the more senior Class A and Class B 2012-1 and
2012-2 certificates. That is because the lack of a liquidity
facility for the 2012-3C certificates means that they might
default in a Continental bankruptcy even if the airline
subsequently affirmed the related secured notes. The relevant
section of the Bankruptcy Code, Section 1110, gives an airline an
initial 60-day period before it has to resume debt service on
aircraft-backed debt and leases that it wishes to affirm. Our
limited, one-notch rating enhancement is also less than the credit
enhancement we assign to EETCs, because Continental might
renegotiate the payment terms of the secured notes in such a way
as to preserve payments to the Class A certificates, or to the
Class A and B certificates, but not to the Class C certificates.
The Class A certificates' holders, as the 'controlling party' in
the 2012-1 and 2012-2 EETCs, can, within limits, negotiate on
behalf of creditors with Continental," S&P said.
"The loan-to-value of the Class C secured notes issued against
aircraft in the 2012-1 pass-through certificates is initially
about 81%, using the values that we focus on (which are different
than those in the prospectus) and reach 89% (using the
depreciation assumptions that we focus on, which are also
different than those in the prospectus) by the time the 2012-3C
certificates mature in 2018. Similarly, the loan-to-value of the
Class C secured notes issued against aircraft in the 2012-2 pass-
through certificates is initially about 83%, using the values that
we focus on, and reach 93% by the time the 2012-3C certificates
mature in 2018. These are fairly high loan-to-values, and we do
not assign credit to this collateral coverage in our analysis of
the 2012-3C certificates," S&P said.
"The secured notes related to the 2012-3C certificates will be
cross-collateralized but failure to pay amounts due on the series
C notes relating to the 2012-1 EETC would not immediately trigger
a default of the notes relating to the 2012-2 EETC, and vice
versa. This means that if Continental were to reject aircraft
notes relating to either of the 2012-1 or the 2012-2 EETCs, and
the amounts available following negotiations with Continental or
repossession and sale of the related aircraft collateral were
insufficient to cover the pro rata portion of the 2012-3C
certificates, certificate holders could still eventually recover
the shortfall from Continental when all secured notes relating to
the other, non-rejected EETC are repaid. This would be only after
the more senior Class A and B certificates are paid off, and after
the maturity of the 2012-3C certificates," S&P said.
RATINGS LIST
Continental Airlines Inc.
Corporate credit rating B/Stable/--
New Ratings
Continental Airlines Inc.
Equipment trust certificates
Series 2012-3 Class C pass-thru certs B+(sf)
CONVERTED ORGANICS: Sells TerraSphere Business to RI for $5
-----------------------------------------------------------
Converted Organics Inc. entered into a Purchase and Sale of
Business Agreement with RI Vertical Farm Partners, LLC, whereby
the Company transferred its entire ownership of TerraSphere Inc.
(100% owned by the Company) and the subsidiaries of TerraSphere
Inc. to RI Vertical for consideration of $5.00. Under the
Agreement, RI Vertical receives all of the assets of TerraSphere
Inc. and its subsidiaries and assumes all of the liabilities of
TerraSphere Inc. and its subsidiaries. On Dec. 7, 2012, Converted
Organics completed the sale of its TerraSphere business. A copy
of the Purchase and Sale Agreement is available at
http://is.gd/WM9A0y
About Converted Organics
Boston, Mass.-based Converted Organics Inc. utilizes innovative
clean technologies to establish and operate environmentally
friendly businesses. Converted Organics currently operates in
three business areas, namely organic fertilizer, industrial
wastewater treatment and vertical farming.
Converted Organics reported a net loss of $17.98 million in 2011,
compared with a net loss of $47.81 million in 2010.
The Company's balance sheet at Sept. 30, 2012, showed
$4.48 million in total assets, $4.15 million in total liabilities
and $329,663 in total stockholders' equity.
After auditing the 2011 results, Moody, Famiglietti & Andronico,
LLP, noted that the Company has suffered recurring losses and
negative cash flows from operations and has an accumulated deficit
that raises substantial doubt about its ability to continue as a
going concern.
CUMULUS MEDIA: Crestview Partners Holds 41.2% of Class A Shares
---------------------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, Crestview Partners II GP, L.P., and its
affiliates diclosed that, as of Dec. 12, 2012, they beneficially
own 68,438,763 shares of Class A common stock of Cumulus Media
Inc. representing 41.20% of the shares outstanding. Crestview
Partners II GP previously reported beneficial ownership of
65,842,051 Class A shares or 48.4% as of Nov. 18, 2011. A copy of
the amended filing is available at http://is.gd/wiee3k
About Cumulus Media
Based in Atlanta, Georgia, Cumulus Media Inc. (NASDAQ: CMLS) --
http://www.cumulus.com/-- is the second largest radio broadcaster
in the United States based on station count, controlling 350 radio
stations in 68 U.S. media markets. In combination with its
affiliate, Cumulus Media Partners, LLC, the Company believes it is
the fourth largest radio broadcast company in the United States
when based on net revenues.
Cumulus Media put AR Broadcasting Holdings Inc. and three other
units to Chapter 11 protection (Bankr. D. Del. Lead Case No.
11-13674) after struggling to pay off debts that topped
$97 million as of June 30, 2011. Holdings estimated debts between
$50 million and $100 million but said assets are worth less than
$50 million. AR Broadcasting are Missouri and Texas radio
stations.
The Company's balance sheet at June 30, 2012, showed $3.91 billion
in total assets, $3.51 billion in total liabilities, $118.23
million in total redeemable preferred stock, and $278.50 million
total stockholders' equity.
Bankruptcy Warning
The Company said in its annual report for the year ended Dec. 31,
2011, that the lenders under the 2011 Credit Facilities have taken
security interests in substantially all of the Company's
consolidated assets, and the Company has pledged the stock of
certain of its subsidiaries to secure the debt under the 2011
Credit Facilities. If the lenders accelerate the repayment of
borrowings, the Company may be forced to liquidate certain assets
to repay all or part of such borrowings, and the Company cannot
assure that sufficient assets will remain after it has paid all of
the borrowings under those 2011 Credit Facilities. If the Company
was unable to repay those amounts, the lenders could proceed
against the collateral granted to them to secure that indebtedness
and the Company could be forced into bankruptcy or liquidation.
* * *
Standard & Poor's Ratings Services in October 2011 affirmed is 'B'
corporate credit rating on Cumulus Media.
"The ratings reflect continued economic weakness and higher post-
acquisition leverage than we initially expected," said Standard &
Poor's credit analyst Jeanne Shoesmith. "They also reflect the
combined company's sizable presence in both large and midsize
markets throughout the U.S."
As reported by the TCR on Nov. 20, 2012, Moody's Investors Service
affirmed the B1 Corporate Family Rating of Cumulus Media Inc.
The company's B1 corporate family rating is forward looking and
reflects Moody's expectation that management will continue to
reduce debt balances with free cash flow resulting in net debt-to-
EBITDA ratios of less than 6.0x (including Moody's standard
adjustments, and treating preferred shares as 75% debt) over the
rating horizon, with further improvement thereafter consistent
with management's 4.0x reported leverage target.
DCB FINANCIAL: M3 Funds Discloses 7.1% Equity Stake
---------------------------------------------------
In a Schedule 13G filing with the U.S. Securities and Exchange
Commission, M3 FUNDS, LLC, and its affiliates disclosed that, as
of Dec. 3, 2012, they beneficially own 509,626 shares of common
stock of DCB Financial Corp. representing 7.1% of the outstanding
shares of common stock. A copy of the filing is available at:
http://is.gd/Grl0vD
About DCB Financial
DCB Financial Corp. is a financial holding company headquartered
in Lewis Center, Ohio. The Corporation has one wholly-owned
subsidiary bank, The Delaware County Bank and Trust Company (the
"Bank"). The Corporation also has two additional wholly owned
subsidiaries, DCB Title and DCB Insurance Services LLC. DCB Title
provides standard real estate title services, while DCB Insurance
Services LLC provides a variety of insurance products. However,
neither nonbank subsidiary is material to the financial results of
the Corporation. The Bank has one wholly-owned subsidiary, ORECO,
which is used to process other real estate owned.
The Corporation was incorporated under the laws of the State of
Ohio in 1997, as a financial holding company under the Bank
Holding Company Act of 1956, as amended, by acquiring all
outstanding shares of the Bank. The Corporation acquired all such
shares of the Bank after an interim bank merger, consummated on
March 14, 1997. The Bank is a commercial bank, chartered under
the laws of the State of Ohio, and was organized in 1950.
The Bank provides customary retail and commercial banking services
to its customers, including checking and savings accounts, time
deposits, IRAs, safe deposit facilities, personal loans,
commercial loans, real estate mortgage loans, installment loans,
trust and other wealth management services. The Bank also
provides cash management, bond registrar and paying agent services
for commercial and public unit entities. Through its subsidiary
Datatasx, the Bank provided data processing and other bank
operational services to other financial institutions. Those
services were discontinued in September 2011, and were not a
significant part of operations or revenue.
In October 2010, the Corporation's wholly-owned bank subsidiary
entered into a Consent Agreement with the FDIC which requires that
Tier-1 and Total Risk Based Capital percentages reach 9.0% and
13.0% respectively. As of March 31, 2012, the Bank's capital
ratios, as previously noted, were not at these levels.
The Corporation and its subsidiaries meet all published regulatory
capital requirements. The ratio of total capital to risk-weighted
assets was 10.3% at March 31, 2012, while the Tier 1 risk-based
capital ratio was 6.7%.
As reported in the TCR on April 5, 2012, Plante & Moran PLLC, in
Columbus, Ohio, said DCB's bank subsidiary is not in compliance
with revised minimum regulatory capital requirements under a
formal regulatory agreement with the banking regulators. "Failure
to comply with the regulatory agreement may result in additional
regulatory enforcement actions."
The Company's balance sheet at Sept. 30, 2012, showed $494.19
million in total assets, $458.44 million in total liabilities and
$35.75 million in total stockholders' equity.
DESERT HAWK: Misses $6.1 Million Payment to DMRJ
------------------------------------------------
Desert Hawk Gold Corp. failed to pay $6,148,857 to DMRJ Group I
LLC on Dec. 15, 2012. Desert Hawk and DMRJ are parties to an
Investment Agreement, dated as of July 14, 2010, as amended.
Under the terms of the Agreement, the Company entered into a
promissory note with the Investor, whereby the Company was
obligated to pay DMRJ by Dec. 15.
About Desert Hawk
Desert Hawk Gold Corp., an exploration stage company, engages in
the acquisition and exploration of mineral properties. The
company has interests in 334 unpatented claims, including the
unpatented mill site claim, 42 patented claims, and 5 Utah state
mineral leases located on state trust lands covering approximately
33 square miles in the Gold Hill Mining District in Tooele County,
Utah. It also holds eight unpatented mining claims in Yavapai
County, Arizona. The company was formerly known as Lucky Joe
Mining Company and changed its name to Desert Hawk Gold Corp. in
April 2009. Desert Hawk Gold Corp. was incorporated in 1957 and
is based in Spokane, Washington.
Desert Hawk reported a net loss of $4.77 million in 2011,
following a net loss of $2.85 million in 2010. Desert Hawk
reported a net loss of $1.44 million for the three months ended
June 30, 2012, compared with a net loss of $2.56 million for the
same period during the prior year.
DeCoria, Maichel & Teague, PS, in Spokane, Washington, issued a
"going concern" qualification on the consolited financial
statements for the hear ended Dec. 31, 2011. The independent
auditors noted that the Company has an accumulated deficit through
Dec. 31, 2011, which raises substantial doubt about its ability to
continue as a going concern.
The Company's balance sheet at Sept. 30, 2012, showed $1.43
million in total assets, $6.84 million in total liabilities and a
$5.40 million total stockholders' deficit.
DEX ONE: Reaches Agreement with Lender Steering Committee
---------------------------------------------------------
Dex One Corporation and SuperMedia Inc. have reached an agreement
with a steering committee representing senior lenders of both
companies on a revised set of amendments to the companies' credit
agreements as part of their proposed merger. As a result, the
companies have also entered into an Amended and Restated Merger
Agreement.
The credit agreement amendments will:
* Uphold the basic economic terms and strategic merits of the
merger as initially announced;
* Preserve the interests of all investors without any dilution;
and
* Extend the maturity dates of the companies' senior secured
debt up to 26 months until Dec. 31, 2016.
Following the initial announcement of the proposed merger in
August 2012, the lender steering committee was formed to evaluate
the proposed amendments to the companies' respective credit
agreements. The existing senior credit agreements for both
companies require 100 percent approval from the senior lenders for
the amendments, and the companies are working with the steering
committee to obtain the requisite approval from the remaining
senior lenders.
The steering committee has unanimously agreed to support the
revised credit agreement amendments.
As previously disclosed, in the event the companies obtain
sufficient, but not unanimous, support from the remaining lenders,
either or both companies may seek to finalize credit agreement
amendments and complete the merger by means of a pre-packaged
bankruptcy.
Dex One and SuperMedia will also seek approval from their
respective shareholders for the proposed merger and the pre-
packaged bankruptcy plan, if the pre-packaged plan becomes
necessary to secure the credit agreement amendments.
The merger is expected to be completed in the first half of 2013.
A copy of the Amended Plan of Merger is available for free at:
http://is.gd/ZKJcdc
A complete copy of the Form 8-K is available for free at:
http://is.gd/ZbSMng
About Dex One
Dex One, headquartered in Cary, North Carolina, is a local
business marketing services company that includes print
directories and online voice and mobile search. Revenue was
approximately $1.1 billion for the LTM period ended Sept. 30,
2010.
R.H. Donnelley Corp. and 19 of its affiliates, including Dex
Media East LLC, Dex Media West LLC and Dex Media Inc., filed for
Chapter 11 protection on May 28, 2009 (Bank. D. Del. Case No. 09-
11833 through 09-11852). They emerged from bankruptcy on Jan. 29,
2010. On the Effective Date and in connection with its emergence
from Chapter 11, RHD was renamed Dex One Corporation.
Dex One reported a net loss of $518.96 million in 2011 compared
with a net loss of $923.59 million for the eleven months ended
Dec. 31, 2010.
The Company's balance sheet at Sept. 30, 2012, showed
$2.86 billion in total assets, $2.77 billion in total liabilities,
and $92.03 million in total shareholders' equity.
* * *
As reported in the April 2, 2012 edition of the TCR, Moody's
Investors Service has downgraded the corporate family rating (CFR)
for Dex One Corporation's to Caa3 from B3 based on Moody's view
that a debt restructuring is inevitable. Moody's has also changed
Dex's Probability of Default Rating (PDR) to Ca/LD from B3
following the company's purchase of about $142 million of par
value bank debt for about $70 million in cash. The Caa3 rating
also reflects Moody's view that additional exchanges at a discount
are likely in the future since the company amended its bank
covenants to make it possible to repurchase additional bank debt
on the open market through the end of 2013.
As reported by the TCR on April 4, 2012, Standard & Poor's Ratings
Services raised its corporate credit rating on Cary, N.C.-based
Dex One Corp. and related entities to 'CCC' from 'SD' (selective
default). "The upgrade reflects our assessment of the company's
credit profile after the completion of the subpar repurchase
transaction in light of upcoming maturities, future subpar
repurchases, and our expectation of a continued week operating
outlook," explained Standard & Poor's credit analyst Chris
Valentine.
DIAL GLOBAL: Obtains Waivers from Lenders Until Jan. 15
-------------------------------------------------------
Dial Global, Inc., previously entered into (i) a Second Amendment
and Limited Waiver to Credit Agreement with the administrative
agent and certain lenders under its First Lien Credit Facility and
(ii) a Second Amendment and Limited Waiver to Second Lien Credit
Agreement with the administrative agent and certain lenders under
its Second Lien Term Loan Facility, pursuant to which those
lenders agreed, among other things, to waive through Dec. 14,
2012, certain events of noncompliance under the Credit Facilities
occurring as of Sept. 30, 2012, and certain of the Company's other
obligations under the Credit Facilities.
On Dec. 14, 2012, the date on which the Waiver Period was
scheduled to conclude, the Company entered into a Second Limited
Waiver to Credit Agreement with the administrative agent and
certain of its lenders under its First Lien Credit Facility and a
Third Amendment and Limited Waiver to Second Lien Credit Agreement
with the administrative agent and certain lenders under its Second
Lien Term Loan Facility.
Pursuant to the terms of the Waivers, the lenders agreed to extend
their respective Waiver Periods and temporarily waive certain
existing and anticipated instances of non-compliance by the
Company with the Credit Facilities, including the debt leverage
and interest coverage covenants set forth in the Credit
Facilities, which instances of non-compliance would otherwise be
expected to give rise to events of default under the Credit
Facilities. The terms of the Waivers provide that the extended
Waiver Period and the other temporary waivers provided for therein
will terminate on Jan. 15, 2013, or such earlier date on which the
Waivers terminate in accordance with their terms.
Also on Dec. 14, 2012, in connection with the Waivers, the Company
entered into a Second Amendment to Intercreditor Agreement which
has the effect of extending through the date on which the Waivers
terminate, the agreement of the lenders under the First Lien
Credit Facility to not permit the Company's controlling
stockholders or their affiliates to (i) acquire any debt in, or
fund any new debt investment under, the Company's First Lien
Credit Facility or (ii) acquire any debt in, or fund any new debt
investment under, any other debt arrangement that is senior to the
debt under the Company's Second Lien Term Loan Facility.
Dial Global, Inc., headquartered in New York City, is an
independent, full-service network radio company that distributes,
produces, or syndicates programming and services to more than
8,500 radio stations nationwide. The Company produces and
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.
DIALOGIC INC: To Issue 601,809 Common Shares Under 2006 Plans
-------------------------------------------------------------
Dialogic Inc. filed with the U.S. Securities and Exchange
Commission a Form S-8 registration statement registering 601,809
shares of common stock issuable under the Company's 2006 Employee
Stock Purchase Plan and 2006 Equity Incentive Plan. The proposed
maximum aggregate offering price is $979,766. A copy of the
prospectus is available for free at http://is.gd/qv8JC6
About Dialogic
Milpitas, Calif.-based Dialogic Inc. provides communications
platforms and technology that enable developers and service
providers to build and deploy innovative applications without
concern for the complexities of the communication medium or
network.
The Company reported a net loss of $54.81 million in 2011,
following a net loss of $46.71 million in 2010.
The Company's balance sheet at Sept. 30, 2012, showed $126.69
million in total assets, $140.69 million in total liabilities and
a $13.99 million total stockholders' deficit.
Bankruptcy warning
"In the event of an acceleration of our obligations under the Term
Loan Agreement or Revolving Credit Agreement and our failure to
pay the amounts that would then become due, the Revolving Credit
Lender or Term Lenders could seek to foreclose on our assets. As
a result of this, we would likely need to seek protection under
the provisions of the U.S. Bankruptcy Code and/or our affiliates
might be required to seek protection under the provisions of
applicable bankruptcy codes. In that event, we could seek to
reorganize our business, or we or a trustee appointed by the court
could be required to liquidate our assets."
DIGITAL DOMAIN: Sells Patents for $5.45 Million
-----------------------------------------------
Stephanie Gleason at Dow Jones' DBR Small Cap reports that a
bankruptcy judge approved the sale of three Digital Domain Media
Group Inc.) patents to three-dimensional-technology licensing
company RealD Inc. for $5.45 million.
About Digital Domain
Port St. Lucie, Florida-based Digital Domain Media Group, Inc. --
http://www.digitaldomain.com/-- engaged in the creation of
original content animation feature films, and development of
computer-generated imagery for feature films and trans-media
advertising primarily in the United States.
Digital Domain Media Group, Inc. and 13 affiliates sought
Chapter 11 protection (Bankr. D. Del. Lead Case No. 12-12568) on
Sept. 11, 2012, to sell its business for $15 million to
Searchlight Capital Partners LP, subject to higher and better
offers.
At the auction on Sept. 21, the principal part of the business was
purchased by a joint venture between Galloping Horse America LLC,
an affiliate of Beijing Galloping Horse Co., and an affiliate of
Reliance Capital Ltd., based in Mumbai. The $36.7 million total
value of the contact includes $3.6 million to cure defaults on
contracts and $2.9 million in reimbursement of payroll costs.
Attorneys at Pachulski Stang Ziehl & Jones serve as counsel to the
Debtors. FTI Consulting, Inc.'s Michael Katzenstein is the chief
restructuring officer. Kurtzman Carson Consultants LLC is the
claims and notice agent.
An official committee of unsecured creditors appointed in the case
is represented by lawyers at Sullivan Hazeltine Allinson LLC and
Brown Rudnick LLP.
The company disclosed assets of $205 million and liabilities
totaling $214 million. Debt includes $40 million on senior
secured convertible notes plus $24.7 million in interest. There
is another issue of $8 million in subordinated secured convertible
notes.
The Debtors also have sought ancillary relief in Canada, pursuant
to the Companies' Creditors Arrangement Act in the Supreme Court
of British Columbia, Vancouver Registry.
DUNE ENERGY: Zell Credit Discloses 6.4% Equity Stake
----------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, Zell Credit Opportunities Side Fund, L.P.,
and its affiliates disclosed that, as of Dec. 5, 2012, they
beneficially own 2,523,526 shares of common stock of Dune Energy,
Inc., representing 6.4% of the shares outstanding. A copy of the
filing is available for free at http://is.gd/oDILU1
About Dune Energy
Dune Energy, Inc. (NYSE AMEX: DNE) -- http://www.duneenergy.com/
-- is an independent energy company based in Houston, Texas.
Since May 2004, the Company has been engaged in the exploration,
development, acquisition and exploitation of natural gas and crude
oil properties, with interests along the Louisiana/Texas Gulf
Coast. The Company's properties cover over 90,000 gross acres
across 27 producing oil and natural gas fields.
The Company reported a net loss of $60.41 million in 2011,
compared with a net loss of $75.53 million in 2010.
The Company's balance sheet at Sept. 30, 2012, showed
$241.08 million in total assets, $118.88 million in total
liabilities and $122.19 million in total stockholders' equity.
* * *
As reported by the TCR on Dec. 27, 2011, Standard & Poor's Ratings
Services lowered its corporate credit rating on Dune Energy Inc.
to 'SD' (selective default) from 'CC'.
"The rating actions follow the company's announcement that it has
completed the exchange offer for its 10.5% senior notes due 2012,
which we consider a distressed exchange and tantamount to a
default," said Standard & Poor's credit analyst Stephen Scovotti.
"Holders of $297 million of principle amount of the senior secured
notes exchanged their 10.5% senior secured notes for common stock,
which in the aggregate constitute 97.0% of Dune's common stock
post-restructuring, and approximately $49.5 million of newly
issued floating rate senior secured notes due 2016. We consider
the completion of such an exchange to be a distressed exchange
and, as such, tantamount to a default under our criteria."
In the Jan. 2, 2012, edition of the TCR, Moody's Investors Service
revised Dune Energy, Inc.'s Probability of Default Rating (PDR) to
Caa3/LD from Ca following the closing of the debt exchange offer
of the company's 10.5% secured notes. Simultaneously, Moody's
upgraded the Corporate Family Rating (CFR) to Caa3 reflecting
Dune's less onerous post-exchange capital structure and affirmed
the Ca rating on the secured notes. The revision of the PDR
reflects Moody's view that the exchange transaction constitutes a
distressed exchange. Moody's will remove the LD (limited default)
designation in two days, change the PDR to Caa3, and withdraw all
ratings.
EASTMAN KODAK: Samsung Settlement Approved, New Loan Moves Ahead
----------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Eastman Kodak Co. received approval from the
bankruptcy court on Dec. 19 for a settlement with Samsung
Electronics Co. Ltd. to generate about $39 million in connection
with termination of the consumer inkjet-printer business.
According to the report, the judge also gave Kodak a green light
for soliciting second-lien creditors to determine who elects to
participate in a new $830 million financing to supplement the $950
million loan already in place. If ultimately approved, the
supplemental loan would include $455 million in new money. The
new loan will also convert $375 million of existing second-lien
obligations into secured debt created during the Chapter 11
process.
The report notes that one of the conditions to the new loan was
satisfied when Kodak signed up 12 technology companies to pay $525
million for digital-imaging patents. Up to $630 million from the
new loan can be rolled over on emergence from Chapter 11, assuming
specified conditions are met, including successful resolution of
Kodak's obligations on the U.K. pension plans.
Kodak, based in Rochester, New York, intends to reorganize by
focusing on the commercial-printing business. Other businesses are
being sold or shut down.
Kodak's $400 million in 7% convertible notes due in 2017 traded
Dec. 20 for 12.125 cents on the dollar, according to Trace, the
bond-price reporting system of the Financial Industry Regulatory
Authority.
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.
ELITE PHARMACEUTICALS: Has Agreement for Supply of Phentermine
--------------------------------------------------------------
Elite Pharmaceuticals, Inc., has in place an agreement for the
next year with the Company's sole supplier of the active
pharmaceutical ingredient for Elite's Phentermine product lines
which include Phentermine HCl tablets 37.5 mg. and Phentermine HCl
capsules 15 mg. and 30 mg.
A supply limitation was disclosed by Elite on Oct. 15, 2012, but
is now resolved for the next year. The purchase orders now in
place will allow the Company to obtain adequate amounts of API,
although at a substantially higher price than previously paid, to
supply both the Phentermine tablet product and the soon to be
launched Phentermine capsule products. Elite anticipates that
some of the increase in API pricing could be offset with increased
manufacturing efficiencies.
About Elite Pharmaceuticals
Northvale, New Jersey-based Elite Pharmaceuticals, Inc., is a
specialty pharmaceutical company principally engaged in the
development and manufacture of oral, controlled-release products,
using proprietary technology and the development and manufacture
of generic pharmaceuticals. The Company has one product,
Phentermine 37.5mg tablets, currently being sold commercially.
Elite Pharmaceuticals reported a net loss attributable to common
shareholders of $15.05 million for the year ended March 31, 2012,
compared with a net loss attributable to common shareholders of
$13.58 million during the prior year.
The Company's balance sheet at Sept. 30, 2012, showed $10.07
million in total assets, $31.87 million in total liabilities and a
$21.80 million total stockholders' deficit.
Demetrius & Company, L.L.C., in Wayne, New Jersey, issued a "going
concern" qualification on the consolidated financial statements
for the year ended March 31, 2012, citing significant losses
resulting in a working capital deficiency and shareholders'
deficit, which raise substantial doubt about the Company's ability
to continue as a going concern.
ELITE PHARMACEUTICALS: Wilson Gilliam Holds 5.7% Equity Stake
-------------------------------------------------------------
In a Schedule 13G filing with the U.S. Securities and Exchange
Commission, Wilson Earl Gilliam, Jr., disclosed that, as of
Dec. 10, 2012, he beneficially owns 20,000,000 shares of common
stock of Elite Pharmaceuticals, Inc., representing 5.7% of the
shares outstanding. A copy of the filing is available at:
http://is.gd/sStcDx
About Elite Pharmaceuticals
Northvale, New Jersey-based Elite Pharmaceuticals, Inc., is a
specialty pharmaceutical company principally engaged in the
development and manufacture of oral, controlled-release products,
using proprietary technology and the development and manufacture
of generic pharmaceuticals. The Company has one product,
Phentermine 37.5mg tablets, currently being sold commercially.
Elite Pharmaceuticals reported a net loss attributable to common
shareholders of $15.05 million for the year ended March 31, 2012,
compared with a net loss attributable to common shareholders of
$13.58 million during the prior year.
Demetrius & Company, L.L.C., in Wayne, New Jersey, issued a "going
concern" qualification on the consolidated financial statements
for the year ended March 31, 2012, citing significant losses
resulting in a working capital deficiency and shareholders'
deficit, which raise substantial doubt about the Company's ability
to continue as a going concern.
EMMIS COMMUNICATIONS: Board Adopts Amended By-Laws
--------------------------------------------------
The Board of Directors of Emmis Communications Corporation adopted
an amendment to the Company's Second Amended and Restated Code of
By-Laws, effective Dec. 13, 2012. The amendment added a new
Section 6.6 of the By-Laws to provide that Circuit or Superior
Courts of the Marion County, State of Indiana, or the United
States District Court in the Southern District of Indiana in a
case of pendent jurisdiction, are exclusive forum for shareholder
derivative actions, claims for breach of fiduciary duty, claims
arising pursuant to the Indiana Business Corporation Law or the
Company's articles of incorporation or by-laws, or claims governed
by the internal affairs doctrine, in each case subject to such
court having personal jurisdiction over the indispensable parties
named as defendants therein. A copy of the amended By-Laws is
available at http://is.gd/OKd5FS
About Emmis Communications
Headquartered in Indianapolis, Indiana, Emmis Communications
Corporation -- http://www.emmis.com/-- owns and operates 22 radio
stations serving New York, Los Angeles, Chicago, St. Louis,
Austin, Indianapolis, and Terre Haute, as well as national radio
networks in Slovakia and Bulgaria. The company also publishes six
regional and two specialty magazines.
* * *
Emmis carries Caa2 corporate family rating and a Caa3 probability
of default rating from Moody's.
In July 2011, Moody's Investors Service placed the ratings of
Emmis on review for possible upgrade following the company's
earnings release for 1Q12 (ended May 31, 2011) including
additional disclosure related to the pending sale of controlling
interests in three radio stations. The sale of the majority
ownership to GCTR will generate estimated net proceeds of
approximately $100 million to $120 million, after taxes, fees and
related expenses. Emmis will retain a minority equity interest in
the operations of the three stations and Moody's expects senior
secured debt to be reduced resulting in improved credit metrics.
The Company's balance sheet at Aug. 31, 2012, showed $287.53
million in total assets, $258.60 million in total liabilities,
$46.88 million in series A cumulative convertible preferred stock,
and a $17.94 million total deficit.
EMPIRE RESORTS: Partners with EPT to Develop $600-Mil. Project
--------------------------------------------------------------
EPT Concord II LLC and Monticello Raceway Management, Inc., a
subsidiary of Empire Resorts, Inc., entered into a Master
Development Agreement, which defines and governs the overall
relationship between EPT and MRMI with respect to the development,
construction, operation, management and disposition of the
integrated destination resort and community to be developed by the
parties on the 1,500 acres owned by EPT and located at the site of
the former Concord Resort. More specifically, the parties
envision developing a comprehensive resort destination that
includes the Casino Project, a golf course and a resort including
a variety of amenities. In addition, the parties have agreed that
the Project will include an aggregate total "qualified capital
investment" of $600,000,000 on the development of the Project in
accordance with statutory guidelines, the compliance with which
the parties agree is essential to the success and viability of the
Project.
In accordance with the terms of the MDA, MRMI will be responsible
for the development and construction of the casino project, which
will include the casino and a harness racetrack and may also
include one or more hotels, food and beverage outlets, a spa
facility, retail venues, space for conferences, meetings,
entertainment and multi-function events and parking facilities.
MRMI has agreed to invest a minimum of $300,000,000 in the
development and construction of the Casino Project. Furthermore,
MRMI has agreed to construct the Casino Project such that a
substantial portion of the Casino Project is completed within the
project schedule agreed to by the parties, which schedule
contemplates construction commencing on or about March 31, 2013.
MRMI will then be responsible for maintaining and operating the
Casino Project in accordance with the operating standards
contained in the Casino Lease, to be entered into by and between
EPT and MRMI prior to the commencement of construction on the
Casino Project.
MRMI and EPT agreed to cooperate to consult appropriate
governmental authorities as to the steps necessary to obtain
authorization to relocate the gaming licenses currently used to
operate the Monticello Casino and Raceway to the Casino Project
such that, upon its substantial completion, MRMI will be entitled
to obtain any required gaming license to operate the Casino
Project without the need for any further discretionary action by
applicable governmental authorities. The development of the
Project is contingent upon various conditions, including obtaining
necessary governmental approval. The parties also agreed to
continue to cooperate in good faith on the on-going development
plans and have agreed to share certain expenses related to the
master planning work and common infrastructure work.
Either party has the right to terminate this agreement prior to
the execution of the Casino Lease. In the event of termination,
EPT will reimburse to MRMI any amounts paid by MRMI pursuant to
the Casino Option Agreement. Following the payment of any
additional amounts accrued pursuant to the MDA, neither party will
have any obligations under the MDA.
About Empire Resorts
Based in Monticello, New York, Empire Resorts, Inc. (NASDAQ: NYNY)
-- http://www.empireresorts.com/-- owns and operates Monticello
Casino & Raceway, a video gaming machine and harness racing track
and casino located in Monticello, New York, 90 miles northwest of
New York City.
The Company reported a net loss of $24,000 in 2011, compared with
a net loss of $17.57 million in 2010.
The Company's balance sheet at Sept. 30, 2012, showed
$51.98 million in total assets, $25.48 million in total
liabilities, and $26.49 million in total stockholders' equity.
ENERGY FUTURE: S&P Cuts Units' CCRs to 'CC' on Debt Exchanges
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
ratings on EFIH, TCEH, and EFCH to 'CC' from 'CCC' and kept the
negative rating outlook with the announcement of various exchanges
-- completed and announced -- that S&P views as distressed. "We
kept unchanged EFH's 'SD' rating, reflecting another completed
exchange on Dec. 21, 2012 of senior unsecured cash pay and PIK
toggle notes into new debt at EFIH, and another offer to exchange
the remaining balances of cash pay and PIK toggle notes into more
new debt at EFIH," S&P said.
"We lowered to 'CC' from 'B-' the debt related to the announced
exchange of senior secured debt at EFH and EFIH: 10% senior
secured notes due 2020, EFH's 9.75% senior secured notes due 2019,
and EFIH's 9.75% senior secured notes due 2019," S&P said.
"We lowered to 'CC' from 'CCC' our rating on TCEH's senior secured
revolving credit facilities due between 2013 and 2017, which
contains the revolving credit facility involved in the distressed
offer," S&P said.
"We lowered to 'CC' from 'CCC' our corporate credit rating on EFH
subsidiary EFCH. EFCH guarantees TCEH's senior secured debt (which
includes the revolver) and so falls to 'CC' along with TCEH," S&P
said.
"We revised our recovery rating to '5' from '6' on the senior
secured second-lien debt at EFH and EFIH. This change in the
recovery rating results in a change in the rating on these
securities to 'CCC-' from 'CC,'" S&P said.
ENERGY FUTURE: Enters Into New TXU Energy AR Program
----------------------------------------------------
Energy Future Holdings Corp. and its subsidiaries, Texas
Competitive Electric Holdings Company LLC and TXU Energy Retail
Company LLC, entered into a new TXU Energy Accounts Receivable
Securitization Program. In connection with the new AR Program,
the parties terminated the existing AR Program. The new AR
Program is substantially the same as the terminated AR Program.
The material changes incorporated into the new AR Program are:
* the maturity date of the new AR Program is Nov. 30, 2015,
subject to a springing maturity provision pursuant to which
the maturity date of the program will be as early as June 11,
2014, if more than $500 million of term or deposit letter of
credit loans under the Credit Agreement, dated as of Oct. 10,
2007, as amended, among TCEH, Energy Future Competitive
Holdings Company, the lenders from time to time party
thereto, and Citibank, N.A., as administrative agent, are
outstanding on June 10, 2014, or any day thereafter;
* the maximum funding amount under the new AR Program is $200
million;
* the new AR Program includes a financial maintenance covenant
that is identical to the financial maintenance covenant
contained in the Credit Agreement;
* TXU Energy will sell all of its accounts receivable to a
newly-formed special purpose financing entity, TXU Energy
Receivables Company LLC, which is a wholly-owned subsidiary
of TCEH; and
* the subordinated note that the TXU SPE issues to TXU Energy
to fund a portion of the purchase price of TXU Energy's
accounts receivable may not exceed 25% of the aggregate pool
of accounts receivable.
To facilitate the closing of the new AR Program, including the
repurchase by TXU Energy of all of its outstanding receivables
previously sold under the terminated AR Program and taking into
account the cap on the subordinated note under the new AR Program,
in November 2012, TCEH borrowed $300 million under its senior
secured revolving credit facility. TCEH's aggregate borrowings
under that facility totaled approximately $1.3 billion as of
Nov. 30, 2012.
As of Nov. 30, 2012, in addition to the approximately $800 million
of available capacity under the Revolving Credit Facility, TCEH
had approximately $700 million of cash and cash equivalents and
approximately $125 million of available capacity under its senior
secured letter of credit facility, resulting in aggregate
liquidity at TCEH at that date of approximately $1.625 billion.
The execution of the new AR Program resulted in a net decrease in
aggregate TCEH liquidity at the closing date of approximately $25
million, excluding the payment of transaction fees and expenses.
A copy of the First Lien Receivables Agreement is available for
free at http://is.gd/YxEcFi
A copy of the Trade Receivables Sale Agreement is available for
free at http://is.gd/D3GPio
About Energy Future
Energy Future Holdings Corp., formerly known as TXU Corp., is a
privately held diversified energy holding company with a portfolio
of competitive and regulated energy businesses in Texas. Oncor,
an 80%-owned entity within the EFH group, is the largest regulated
transmission and distribution utility in Texas.
The Company delivers electricity to roughly three million delivery
points in and around Dallas-Fort Worth. EFH Corp. was created in
October 2007 in a $45 billion leverage buyout of Texas power
company TXU in a deal led by private-equity companies Kohlberg
Kravis Roberts & Co. and TPG Inc.
Energy Future had a net loss of $1.91 billion on $7.04 billion of
operating revenues for the year ended Dec. 31, 2011, compared with
a net loss of $2.81 billion on $8.23 billion of operating revenues
during the prior year.
The Company's balance sheet at Sept. 30, 2012, showed
$42.73 billion in total assets, $51.90 billion in total
liabilities and a $9.16 billion total deficit.
* * *
As reported by the TCR on Aug. 15, 2012, Moody's downgraded the
Corporate Family Rating (CFR) of EFH to Caa3 from Caa2 and
affirmed its Caa3 Probability of Default Rating (PDR) and SGL-4
Speculative Grade Liquidity Rating. The downgrade of EFH's CFR to
Caa3 from Caa2 reflects the company's financial distress and
limited financial flexibility.
As reported by the TCR on Dec. 7, 2012, Fitch Ratings has lowered
the Issuer Default Rating (IDR) of EFH to 'Restricted Default'
(RD) from 'CC'. Fitch Ratings has deemed the recently concluded
exchange offer to exchange a portion of the LBO notes and legacy
notes at Energy Future Holdings Corp (EFH) for new 11.25%/12.25%
senior toggle notes due 2018 at Energy Future Intermediate Holding
Company LLC (EFIH) as a distressed debt exchange (DDE).
EXPEDIA INC: Trivago Acquisition No Impact on Moody's 'Ba1' CFR
---------------------------------------------------------------
Moody's Investors Service said that Expedia's planned $632 million
acquisition of European hotel search company trivago will not
affect the Ba1 corporate family rating, although a credit
positive.
The trivago investment is consistent with Moody's view that
Expedia will make acquisitions to support revenue growth in a
highly competitive and evolving travel industry. Pro-forma for the
trivago acquisition, Expedia will have spent about $1.25 billion
of cash for acquisitions and share repurchases for the last twelve
months ended September 30, 2012. This is about the mid-point of
the range that Moody's estimated in its "Possible Case 2012"
scenario, as outlined in its Analysis on Expedia dated December
2011.
Expedia, Inc., based in Bellevue, Washington, is an online travel
and booking site.
FEDERAL-MOGUL CORP: Moody's Affirms 'B2' CFR; Outlook Stable
------------------------------------------------------------
Moody's Investors Service withdrew the ratings on Federal-Mogul
Corporation's proposed amended and extended senior secured term
loan facility and proposed amended senior secured asset based
revolver.
In a related action, Moody's affirmed the following ratings:
- Federal-Mogul's Corporate Family and Probability of Default
Ratings at B2;
- senior term loans due 2014 and due 2015 at B1;
- existing senior secured asset based revolver at Ba3; and
- Speculative Grade Liquidity rating at SGL-3.
The rating outlook is stable.
The following ratings were withdrawn:
B1 (LGD3, 33%) to the proposed $1.2 billion senior secured term
loan due January 2017;
Ba3 (LGD3, 32%) to the proposed amended $650 million senior
secured asset based revolver
The following ratings were affirmed:
Corporate Family Rating, at B2;
Probability of Default Rating, at B2;
Existing $540 million senior secured asset based revolver at Ba3
(LGD3, 32%), this rating will be withdrawn upon completion of
the new amended facility;
$1.96 billion senior secured term loan due December 2014, at
B1(LGD3, 34%);
$1.0 billion senior secured term loan facility due December
2015, which includes a $50 million senior secured synthetic
letter of credit facility and a $0.95 billion senior secured
term loan, at B1 (LGD3, 34%)
Speculative Grade Liquidity Rating at SGL- 3
Rating Rationale
The action follows the company's announcement that is has
withdrawn its previously announced plans to pursue an amendment
to, and the extension of certain loans under, its existing credit
facility. As a result of the withdrawal of the financing plan no
equity has been or will be made under the previously announced
investment agreement. See press release dated December 7, 2012.
The principal methodology used in rating Federal-Mogul Corporation
was the Global Automotive Supplier Industry Methodology published
in January 2009. Other methodologies used include Loss Given
Default for Speculative-Grade Non-Financial Companies in the U.S.,
Canada and EMEA published in June 2009.
Federal-Mogul Corporation, headquartered in Southfield, Michigan,
is a leading global supplier of vehicular parts, components,
modules and systems to customers in the automotive, small engine,
heavy-duty, marine, railroad, aerospace and industrial markets.
The company's primary operating segments are: Powertrain: -
pistons, rings, liners, valve seats & guides, bearings, bushings,
ignition, sealing and systems protection products; and Vehicle
Components Solutions: - Engine and sealing components, braking,
wipers, steering & suspension, fluids and chemicals for
aftermarket customers. Revenues for fiscal 2011 were $6.9 billion.
FIRST PLACE: Klehr Harrison Approved as Committee's Co-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 Klehr
Harrison Harvey Branzburg LLP as its co-counsel.
As reported in the Troubled Company Reporter on Dec. 5, 2012, the
hourly rates of Klehr Harrison's personnel are: partner at $400 to
$660, of counsel at $350 to $500, associate at $250 to $400 and
paraprofessional at $125 to $185.
Klehr Harrison attests it 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) on Oct. 28, 2012, to sell its bank unit to Talmer
Bancorp, Inc., absent higher and better offers. On Dec. 14, First
Place was given authorization to sell the 41-branch First Place
Bank, to Talmer.
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: Patton Boggs Approved as Bankruptcy Counsel
--------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
First Place Financial Corp., to employ Patton Boggs LLP as
bankruptcy counsel.
Patton Bogg attests it 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) on Oct. 28, 2012, to sell its bank unit to Talmer
Bancorp, Inc., absent higher and better offers. On Dec. 14, First
Place was given authorization to sell the 41-branch First Place
Bank, to Talmer.
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: Rothschild Inc. OK'd as Panel's Investment Banker
--------------------------------------------------------------
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 employ
Rothschild Inc. as its investment banker and financial advisor.
As reported in the Troubled Company Reporter on Dec. 5, 2012,
Rothschild's fee structure includes a monthly fee of $125,000 and
a completion fee of $500,000.
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) on Oct. 28, 2012, to sell its bank unit to Talmer
Bancorp, Inc., absent higher and better offers. On Dec. 14, First
Place was given authorization to sell the 41-branch First Place
Bank, to Talmer.
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: Wants to Hire Keefe Bruyette as Investment Banker
--------------------------------------------------------------
First Place Financial Corp., earlier this month filed papers
asking the U.S. Bankruptcy Court for the District of Delaware for
permission to employ Keefe, Bruyette & Woods, Inc., as investment
banker.
Keefe Bruyette will, among other things:
-- assist the Debtor with identifying and contacting
prospective Bank purchasers;
-- assist and advise the Debtor in considering the desirability
of any proposed bank sale and the definitive financial terms
thereof; and
-- assist the Debtor in devising a strategy for negotiating
with prospective bank purchasers.
KBW will receive this compensation:
-- a contingent transaction fee equal to the greater of: (i)
$2,500,000 or (ii) 0.12% of the aggregate consideration provided
to First Place and its subsidiaries in connection with a
contemplated sale transaction, provided that, the sale fee for a
sale to a single purchaser of the Debtor's 100% interest in First
Place Bank will be capped at $2,500,000; and
-- reimbursement of all reasonable, out-of-pocket expenses in
an amount not to exceed $100,000 in the aggregate;
To the best of the Debtor's knowledge, KBW is a "disinterested
person" as that term is defined in Section 101(14) of the
Bankruptcy Code.
A Jan. 10, 2013, hearing at 12 p.m., has been set on the matter.
Objections, if any, are due Jan. 3, at 4 p.m.
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) on Oct. 28, 2012, to sell its bank unit to Talmer
Bancorp, Inc., absent higher and better offers. On Dec. 14, First
Place was given authorization to sell the 41-branch First Place
Bank, to Talmer.
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: Ex-CEO Disagrees With Direction, Exits Board
---------------------------------------------------------
Steven R. Lewis sent by e-mail a resignation letter addressed to
First Place Financial Corp's Chairman of the Board and Corporate
Secretary, in which he informed the Company of his resignation as
a director on the Board, effective Dec. 10, 2012. In his
resignation letter, Mr. Lewis expressed that he was compelled to
resign because he did not agree with the strategic direction of
the Company.
Mr. Lewis' employment as President and Chief Executive Officer of
First Place and Chief Executive Officer of the Company's wholly
owned subsidiary, First Place Bank was terminated by the Boards of
Directors of the Company and the Bank on April 20, 2012. On May
9, 2012, the Company, as the sole shareholder of the Bank, removed
Mr. Lewis as a director of the Bank. Following Mr. Lewis'
terminations and removal as a director of the Bank, he remained a
director of the Company.
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. --
http://www.donlinrecano.com-- is the claims and notice agent.
FPSDA I LLC: Dunkin' Donuts Franchisee Fails to Halt Class Suit
---------------------------------------------------------------
Bankruptcy Judge Dorothy Eisenberg denied the request of bankrupt
Dunkin' Donuts and Baskin Robins franchisees to halt a purported
class action lawsuit against their officers until their bankruptcy
cases are resolved.
FPSDA I LLC and its affiliated debtors assert that permitting the
class action lawsuit to move forward would work an immediate,
adverse economic consequence upon the estates, because not only
are the Debtors required to indemnify their officers, but the
Debtors are also required to advance the officers' legal expenses
until the lawsuit is concluded.
On Dec. 5, 2011, Lisseth Larin filed a complaint in the U.S.
District Court for the Eastern District of New York against
certain of the Debtors, and against Howard F. Curd, former CEO of
debtor Blue Point Ventures LLC, which exercises general working
control over the operating debtors, and Thadd Smith, Blue Point's
president. The case commenced by the Larin Complaint is captioned
Larin v. CDDC Acquisition Company, LLC et al., (EDNY Docket No.
11-05921 (ADS)). According to the Larin Complaint, Larin was
first hired by Debtors at their Commack, New York location as a
clerk. In July 2010, she was promoted to "shift leader." Ms.
Larin brings suit not only on behalf of herself, but also on
behalf of similarly-situated "shift lead workers."
The Complaint alleges, in sum, that some of the Debtors, as well
as Messrs. Curd and Smith while serving as officers of the
Debtors, violated provisions of the federal Fair Labor Standards
Act (29 U.S.C. Sections 206-207), as well as New York's Minimum
Wage Act (N.Y. Lab. Law Sec. 650 et. seq. and N.Y. Comp. Code. R.
& Regs. Tit. 12 Sec. 142), with respect to Ms. Larin and other,
similarly-situated "shift lead workers" by, for example, failing
to meet certain payroll obligations, failing to pay required
minimum wage and overtime, and failing to preserve accurate wage
records for a 6-year period running from Dec. 5, 2005 to Dec. 5,
2011.
The Debtors commenced an adversary proceeding in bankruptcy court
to seek extension of the automatic stay to protect non-debtor
parties from the class suit.
In rejecting the preliminary injunction bid, the Bankruptcy Court
held that the Debtors have not shown that bankruptcy policies
would be immediately threatened by the continued prosecution of
the Larin Case. A preliminary injunction would doubtlessly
impinge, to some extent, upon the ability of Larin herself, and
any other potential Larin Case plaintiffs, to pursue their claims
under the labor laws. "While the concerns embodied in the
Bankruptcy Code are certainly important, this Court cannot say
that they are more important than the policies behind the labor
laws," said Judge Eisenberg.
Mr. Curd served as Blue Point's CEO from around December 2007 to
sometime in the fall of 2008, at which time his employment was
terminated. Since then, Mr. Curd has had relatively little
significant involvement with the Debtors' operations.
Nevertheless, Mr. Curd is a member of Five Point Partners, LLC,
which is in turn a member of Blue Point.
In May 2009, Blue Point hired Mr. Smith as its president. Mr.
Smith is the individual primarily responsible for running the
Operating Debtors; the Debtors thus assert that Mr. Smith is
crucial to their reorganization. Neither Messrs. Curd nor Smith
is a debtor in any pending bankruptcy.
The adversary complaint is, FPSDA II, LLC, et. al., Plaintiffs, v.
Lisseth Larin, Defendant, Adv. Proc. No. 12-08032 (Bankr.
E.D.N.Y.). A copy of the Court's Dec. 26, 2012 Memorandum
Decision and Order is available at http://is.gd/u3YUvgfrom
Leagle.com.
The Debtors are represented by:
Michael S. Amato, Esq.
RUSKIN MOSCOU FALTISCHEK PC
1425 Rxr Plz East Tower, 15th Floor
Uniondale, NY 11556-1425
Tel: (516) 663-6517
Fax: (516) 663-6717
E-mail: mamato@rmfpc.com
The Defendant is represented by:
Scott Laird, Esq., Esq.
Peter Romero, Esq.
FRANK & ASSOCIATES P.C.
500 Bi-County Boulevard
Farmingdale, NY 11735-3942
Tel: (631) 756-0400
Fax: (631) 756-0547
FPSDA I, LLC, sought chapter 11 protection (Bankr. E.D.N.Y. Case
No. 10-75439) on July 13, 2010. A copy of the Debtor's chapter 11
petition, estimating assets and debts at less than $1 million, is
available at http://bankrupt.com/misc/nyeb10-75439.pdfat no
charge.
Fifteen affiliates of FPSDA I LLC also filed for Chapter 11 on
July 13-14, 2010. The Debtors are: Commack Road Donuts, LLC;
FPSDA II, LLC; Highbridge Donuts, LLC Metro Shops, LLC; Middle
Country Road Donuts, LLC; Five Points Development Partners, LLC;
Mountain Road Donuts, LLC; Benfield Donuts, LLC; Upper Marlboro,
LLC; CDDC Holding Company, LLC; Miller Place Donuts, LLC; CDDC
Acquisition Company, LLC; D3C, LLC; Kingdom Donuts, LLC; and Blue
Point Ventures, LLC. The cases are consolidated for
administrative purposes only.
Two entities, 1333 Donuts, LLC and Coram Kitchen, LLC, are not
Debtors, but remain part of the Debtors' larger corporate network.
The primary business of the Debtors has been to own and operate
Dunkin' Donuts or Baskin Robins franchises both in Maryland and in
Suffolk County, New York on Long Island. Poor store-level
operations, in conjunction with the severe economic downturn,
initially prompted the bankruptcy filings.
On June 9, 2011, the Court approved the sale of six Maryland
locations under 11 U.S.C. Sec. 363. Upon the sale, the seven
Debtors primarily responsible for the Maryland locations
effectively ceased most business operations. The remaining nine
Debtors still own and operate seven remaining New York locations
as part of the ongoing reorganization efforts, and the Debtors are
still actively conducting business. The Operating Debtors
include: (1) Blue Point; (2) CDDC Holding Company, LLC; (3) CDDC
Acquisition Company, LLC; (4) Commack Road Donuts, LLC; (5) FPSDA
I, LLC; (6) FPSDA II, LLC; (7) Five Points Development Partners,
LLC; (8) Miller Place Donuts, LLC; and (9) Middle Country Road
Donuts, LLC.
The Debtors submitted their first amended disclosure statement,
together with the corresponding plan of reorganization, for Court
approval on July 25, 2012. Approval is still pending.
GARY L. REINERT: Dispute Over PACA Trust Assets Goes to Trial
-------------------------------------------------------------
Bankruptcy Judge Jeffery A. Deller denied the request of Capital
Produce, Inc. d/b/a Capital Seaboard, for summary judgment on its
complaint against Gary L. Reinert, Sr. to determine non-
dischargeability of debt pursuant to 11 U.S.C. Sec. 523(a)(4).
Capital Produce is a dealer of wholesale quantities of perishable
agricultural commodities in interstate commerce, subject to and
licensed under the Perishable Agricultural Commodities Act,
codified at 7 U.S.C. Sec. 499. In its complaint, Capital Produce
alleges that Mr. Reinert's failure to maintain certain PACA trust
assets constituted defalcation while acting in a fiduciary
capacity. Mr. Reinert countered that he was not individually
subject to the trust provisions of PACA, was never in control of
any trust assets, and is not a fiduciary for purposes of section
523(a)(4).
Between Nov. 30, 2007 and June 30, 2008, Capital Produce sold
$62,187 worth of wholesale produce and $20,172 of non-produce
items to certain Damon's restaurants owned and operated by Pris-
mm, LLC. Pris-mm accepted the goods but failed to pay Capital
Produce. On May 8, 2008, Pris-mm filed a Chapter 11 bankruptcy
petition in the U.S. Bankruptcy Court for the District of
Maryland. Capital Produce subsequently filed a complaint seeking
turnover of the amount of the goods, initiating adversary case
number 09-311 within Pris-mm's bankruptcy.
Mr. Reinert was an owner of G&R Acquisition, Inc., an entity which
assumed ownership and operation of the Pris-mm restaurants through
Pris-mm's bankruptcy action. On Aug. 20, 2009, Capital Produce,
Pris-mm, and G&R entered into a stipulation, whereby G&R agreed to
pay to Capital Produce a settlement amount of $88,359 in
satisfaction of Pris-mm's debt owed to Capital Produce, and
Capital Produce withdrew its adversary complaint against Pris-mm.
To secure payment of the settlement amount, the parties executed a
Joint Motion for Entry of Judgment, by which Capital Produce
reserved the right to initiate an action against G&R and Pris-mm
in the United States District Court for the District of Maryland
to enforce its claim, "including the trust provisions of the PACA
in the full stated principal amount of that portion of its claim,
plus reasonable attorneys' fees and accrued interest, less any
payments made to [Capital Produce]." A final order was entered in
the U.S. District Court for the District of Maryland, decreeing
that Capital Produce "is a valid trust beneficiary of Defendant
G&R Acquisition, Inc. for a debt in the amount of $32,734.00, plus
interest in the amount of $26,999.89 and attorneys' fees in the
amount of $24,825.92, under Section 5(c) of the PACA, as well as
for an additional debt in the amount of $20,172.00 that is not
subject to PACA." Both the Stipulation and the Consent Order are
silent as to Mr. Reinert's exercise of control over any PACA trust
assets, or as to any extension of a fiduciary duty under PACA to
Mr. Reinert individually.
Judge Deller said summary judgment in favor of Capital Produce
cannot be entered at this time, because there remains a material
dispute as to whether Mr. Reinert had the authority to direct the
control of the PACA assets held in trust for the Capital Produce,
and thus whether Mr. Reinert was acting in a fiduciary capacity
for purposes of section 523(a)(4).
The lawsuit is, CAPITAL PRODUCE, INC., d/b/a CAPITAL SEABOARD,
Movant, v. GARY L. REINERT, SR., Respondent, Adv. Proc. No. 11-
02465 (Bankr. W.D. Pa.). A copy of Judge Deller's Dec. 26, 2012
Memorandum Opinion is available at http://is.gd/DnBGL1from
Leagle.com.
Mr. Reinert voluntarily filed for Chapter 11 bankruptcy protection
(Bankr. W.D. Pa. Case No. 11-22840) on May 2, 2011.
GENERAL AUTO: Membership Interests to be Cancelled Under Plan
-------------------------------------------------------------
General Auto Building, LLC, has filed a second amended disclosure
statement in support of its reorganization plan dated Nov. 27,
2012.
Generally, the Plan provides that:
(a) all membership interests in Debtor will be cancelled on
the Effective Date;
(b) North Park Development will purchase a $400,000 membership
interest in Reorganized Debtor;
(c) all Insiders and Creditors of Debtor are offered the
opportunity to purchase membership interests in
Reorganized Debtor in $50,000 increments;
(d) membership interests in Reorganized Debtor will be
allocated pro rata among all new investors; and
(e) Debtor will operate in the ordinary course and pay all
Creditors in full or in part over time pursuant to the
Plan from revenue generated by operations, from cash
savings, and from the new investment in Debtor.
Reorganized Debtor will pay its Secured Creditors, R&H
Construction, Multnomah County, and Homestreet Bank as follows:
-- R&H Construction filed a proof of claim in the amount of
$146,946.80 that is secured by a construction lien arising from
certain improvements made to the General Automotive Building. R&H
Construction believes it is owed the claim amount plus (i)
interest accruing at the rate of 18% per annum until the Effective
Date and (ii) costs and reasonable attorneys' fees. The Plan
provides that R&H Construction will be paid $178,000 in full
satisfaction of its Allowed Secured Claim on the Effective Date.
Park & Flanders filed an objection to the R&H Construction claim
and initiated an adversary proceeding seeking a determination of
the validity and priority of the R&H Construction lien. In the
event that Park & Flanders prevails, then the R&H Construction
claim may not be an Allowed Secured Claim.
-- As of the Petition Date, Multnomah County had a lien on
the General Automotive Building for unpaid real property taxes in
the approximate amount of $90,000. Multnomah County's Secured
Claim will be paid in full prior to the Effective Date. The
Debtor anticipates that Multnomah County will have no money owing
to it on the Effective Date and, in turn, no Allowed Claim.
-- Homestreet Bank's Allowed Secured Claim is secured by a
perfected security interest in substantially all of Debtor's
assets, including rents. Homestreet will retain its interests in
its Collateral with the same priority that it had as of the
Petition Date. Homestreet's Claim will be an Allowed Secured
Claim up to the value of Homestreet's interest in the property
securing the Claim. In September 2012, the Bankruptcy Court
valued the General Auto Building at $10,800,000. After
subtraction of (i) prior liens determined as of the Petition Date
and (ii) the amount of adequate protection payments, Debtor
believes that the Allowed Secured Claim of Homestreet will be less
than $10,800,000. Homestreet's Allowed Secured Claim will be paid
in full together with interest at a fixed rate of 4.5%, or at such
other rate fixed by the Court at confirmation. Commencing on the
first day of the first month following the Effective Date and
continuing on the first day of the following 11 months, Homestreet
will be paid monthly payments of interest only. Commencing on the
first day of the thirteenth month following the Effective Date and
continuing on the first day of each month thereafter, Homestreet
will be paid equal, monthly amortizing payments of principal and
interest based upon a 30-year amortization schedule with a balloon
payment of the unpaid principal plus accrued interest due on the
tenth anniversary of the Effective Date. This means that Debtor
will pay Homestreet approximately $39,938 per month in interest
payments for 12 months, and then pay Homestreet approximately
$53,962 per month in interest and principal for 9 years. A
balloon payment of approximately $8,551,418 will then be paid to
Homestreet. After the Petition Dated, Homestreet assigned its
claim to Park & Flanders. Reorganized Debtor will maintain and
insure the General Automotive Building and promptly pay all real
property taxes as they come due.
General Unsecured Creditors includes PDC's Allowed Claim, which
Debtor believes is unsecured. Commencing on the last business day
of April 2013 and continuing on the last business day of each
July, October, January and April thereafter until paid,
Reorganized Debtor will pay to each holder of a Class 4 claim an
amount equal to its pro rata share of Reorganized Debtor's Excess
Cash as of the last day of the prior calendar quarter. Payments
will continue until the (a) holders of Class 4 Claims have been
paid in full together with interest at the Federal Judgment Rate;
or (b) the last day of January, 2023, whichever shall first occur.
However in the event that holders of Class 4 Claims have received
payments totaling at least 60% of their Class 4 Claim on or before
Dec. 31, 2017, then the Class 4 Claims will be deemed to have been
paid and satisfied in full and Reorganized Debtor will have no
further payment obligations. If Park & Flanders prevails in its
objection to the R&H secured claim, then the R&H claim will be a
General Unsecured Claim.
Small Unsecured Creditors (creditors with claims of $6,000 or
less) will be paid 60% of their Allowed Claim in cash on the later
of the Effective Date of the Plan or the date on which the Claim
is Allowed. Small Unsecured Creditors will not receive any
interest payment.
General Auto Lessee's Allowed Unsecured Claim will be satisfied by
Reorganized Debtor as follows: On the Effective Date, Debtor will
assign all Tenant Leases to General Auto Lessee and Debtor and
General Auto Lessee will amend the schedule of base rent provided
in Section 4.1 of the Master Lease as necessary given Debtor's
historic and projected financial performance. The Debtor and
General Auto Lessee restate and reaffirm their rights and
obligations arising from and after the Effective Date under the
Tax Credit Documents, including but not limited to (i) General
Auto Lessee's obligation to fund all remaining tax credit
investments, (ii) TCC's option to sell its membership interest to
General Auto Development Manager, and (iii) General Auto
Development Manager, LLC's right and option to purchase TCC's
membership interest in General Auto Lessee. The Debtor, TCC, and
General Auto Lessee will execute such mutual releases of pre-
Effective Date claims and such modifications as are necessary or
appropriate to effectuate the intent of the Tax Credit Documents
and conform the Tax Credit Documents to circumstances as of the
Effective Date.
The Allowed Unsecured Claims of Insiders will be subordinated to
the payment of all other allowed unsecured claims.
A full-text copy of the disclosure statement is available for free
at http://bankrupt.com/misc/GENERAL_AUTO_ds_2amended.pdf
About General Auto Building
General Auto Building, LLC, filed for Chapter 11 bankruptcy
(Bankr. D. Ore. Case No. 12-31450) on March 2, 2012. The Debtor
is an Oregon limited liability company formed in 2007 with its
principal place of business in Spokane, Washington. It was formed
to renovate and lease its namesake commercial property located at
411 NW Park Avenue, Portland, Oregon. As of the Petition date,
the Debtor has developed virtually all of the General Automotive
Building and has leased approximately 98% of the building's space
to retail and commercial tenants. The Debtor continues to seek
tenants for the remaining spaces.
Judge Elizabeth L. Perris presides over the case. Albert N.
Kennedy, Esq., and Ava L. Schoen, Esq., at Tonkon Torp LLP, serve
as the Debtor's counsel.
The Debtor has scheduled $10,010,620 in total assets and
$13,519,354 in total liabilities.
The U.S. Trustee was unable to appoint an official committee of
unsecured creditors in the case.
GEOKINETICS INC: Misses $14MM Payment; In Talks for Restructuring
-----------------------------------------------------------------
Geokinetics Inc. is currently in discussions with certain of its
stakeholders regarding a restructuring of the Company's capital
structure designed to minimize the impact on operations. In the
event that such a restructuring can be agreed upon, it is likely
that it will be implemented in an in-court restructuring.
The Company anticipates that the restructuring will not involve
any sale of assets or other similar capital raising.
The Company believes the restructuring will preserve its capacity
to continue its operations substantially as previously conducted
and to continue its financial arrangements with its vendors and
suppliers such that, after the implementation of that
restructuring, it will emerge as a stronger financial company.
The Company elected not to make the approximately $14.6 million
interest payment on its 9.75% senior secured notes due 2014 due on
Dec. 15, 2012, and to operate under the 30-day grace period
provided for in the indenture governing the Notes. The Company
will reevaluate its decision during the 30-day grace period to
determine if it has sufficient funds to make the required interest
payment.
Additional details about this matter is available at:
http://is.gd/45abq7
About Geokinetics
Headquartered in Houston, Texas, Geokinetics Inc., a Delaware
corporation founded in 1980, is provides seismic data acquisition,
processing and integrated reservoir geosciences services, and
land, transition zone and shallow water OBC environment
geophysical services. These geophysical services include
acquisition of 2D, 3D, time-lapse 4D and multi-component seismic
data surveys, data processing and integrated reservoir geosciences
services for customers in the oil and natural gas industry, which
include national oil companies, major international oil companies
and independent oil and gas exploration and production companies
worldwide.
The Company's balance sheet at June 30, 2012, showed
$410.85 million in total assets, $580.10 million in total
liabilities, $88.19 million of Series B-1 Senior Convertible
Preferred Stock, and a stockholders' deficit of $257.44 million.
* * *
In the Oct. 5, 2011, edition of the TCR, Moody's Investors Service
downgraded Geokinetics Holdings, Inc.'s (Geokinetics) Corporate
Family Rating (CFR) and Probability of Default Rating (PDR) to
Caa2 from B3.
"The downgrade to Caa2 is driven by Geokinetics' lower than
expected margins in its international markets, constrained
liquidity and weak leverage metrics," commented Andrew Brooks,
Moody's Vice-President. "The negative outlook highlights the
company's continuing tight liquidity and weak financial metrics
even in an improved oil and gas operating environment."
As reported by the TCR on Oct. 3, 2011, Standard & Poor's Ratings
Services lowered its corporate credit and senior secured ratings
on Geokinetics Holdings Inc. (Geokinetics) to 'CCC+' from 'B-'.
The rating action reflects uncertainty surrounding the costs,
damage to reputation, and effect on operations following a
liftboat accident in the Southern Gulf of Mexico that led to four
fatalities, including two Geokinetics employees and two
subcontractors.
GLYECO INC: Completes Integrated Agreement with Full Circle
-----------------------------------------------------------
GlyEco, Inc., has completed an integrated agreement with Full
Circle Manufacturing, Inc. Under terms of the agreement, the
company will acquire certain assets and intellectual property of
the Elizabeth, NJ based recycler.
Founded by owner Joe Ioia, Full Circle purchased the New Jersey
recycling facility in 2007. Mr. Ioia has spent more than two
decades as a leader in the automotive petrochemicals industry.
Under his management, Full Circle has grown to be one of the
largest glycol recyclers in North America. Projected revenues for
2012 are at $4.3 Million. The company is known for its ability to
process difficult to clean hazardous waste glycol materials
created by the automotive services industry. The plant has been
in operation fifteen years.
"As a proven leader, Mr. Ioia has a track record of building great
infrastructure, dedicated teams and an impressive customer base,"
said GlyEco Chief Executive Office John Lorenz. "With the
aggressive growth plans ahead of us, Joe is exactly the kind of
decisive, seasoned leader GlyEco needs to capitalize on the
unprecedented opportunities on the horizon."
GlyEco plans an unprecedented processing capacity run rate of 10
Million gallons per year at the Full Circle plant during 2013.
The Company plans to leverage key components of this facility to
drive its plan for exponential growth in the underserved glycol
recycling market. That includes state-of-the-art computerized
control systems, enabling mass production while controlling
quality. The location is cost beneficial and the plant has
exceptional transportation logistics, a key resource in glycol
recycling. The facility also has over 3 million gallons of glycol
storage capacity with space available for expansion of storage and
processing capacities.
GlyEco is on schedule to integrate its groundbreaking GlyEco
Technology during the first quarter of 2013. This technology
improves recycled glycol quality to meet ASTM Type 1 standards ?
indistinguishable from refinery grade glycol.
GlyEco Technology opens the door for the company to expand
services beyond the used engine coolant recycling market.
Services can be offered to an additional four large industrial
markets which create waste glycol. The majority of potential
clients in these markets do not currently have the option of
recycling this hazardous waste.
As additional consideration to Ioia, the Company has issued
3,000,000 unregistered shares of the Company's common stock, par
value $0.0001. The Company entered into an Escrow Agreement with
Ioia by which an escrow agent will hold 1,000,000 of those shares
in escrow to secure performance under the Transaction.
About GlyEco, Inc.
Phoenix, Ariz.-based GlyEco, Inc., is a green chemistry company
formed to roll-out its proprietary and patent pending glycol
recycling technology that transforms waste glycols, a hazardous
material, into profitable green products.
Jorgensen & Co., in Lehi, Utah, expressed substantial doubt about
GlyEco's ability to continue as a going concern, following the
Company's results for the fiscal year ended Dec. 31, 2011. The
independent auditors noted that the Company has not yet achieved
profitable operations and is dependent on the Company's ability to
raise capital from stockholders or other sources and other factors
to sustain operations.
The Company's balance sheet at Sept. 30, 2012, showed $1.55
million in total assets, $2.24 million in total liabilities and a
$685,243 total stockholders' deficit.
GMX RESOURCES: Anthony Melchiorre Discloses 7.9% Equity Stake
-------------------------------------------------------------
In a Schedule 13G filing with the U.S. Securities and Exchange
Commission, Anthony Melchiorre and his affiliates disclosed that,
as of Dec. 7, 2012, they beneficially own 7,795,433 shares of
common stock of GMX Resources Inc. representing 7.90% of the
shares outstanding. A copy of the filing is available at:
http://is.gd/PkRwfC
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.
GMX RESOURCES: Douglas Ostrover Discloses 6.9% Equity Stake
-----------------------------------------------------------
In a Schedule 13G filing with the U.S. Securities and Exchange
Commission, Douglas I. Ostrover and his affiliates disclosed that,
as of Dec. 7, 2012, they beneficially own 6,757,499 shares of
common stock of GMX Resources Inc. representing 6.9% of the shares
outstanding. A copy of the filing is available at:
http://is.gd/01Cfiu
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.
GRAYMARK HEALTHCARE: Graymark Investments Holds 8.7% Equity Stake
-----------------------------------------------------------------
In a Schedule 13D filing with the U.S. Securities and Exchange
Commission, Graymark Investments LLC and Michael B. Horrell
disclosed that, as of Nov. 13, 2012, they beneficially own
1,444,445 shares of common stock of Graymark Healthcare, Inc.,
representing 8.7% of the shares outstanding. A copy of the filing
is available for free at http://is.gd/3kED2N
About Graymark Healthcare
Graymark Healthcare, Inc., headquartered in Oklahoma City, Okla.,
provides care management solutions to the sleep disorder market.
As of June 30, 2012, the Company operated 107 sleep diagnostic and
therapy centers in 10 states.
The Company's balance sheet at Sept. 30, 2012, showed $19.68
million in total assets, $24.29 million in total liabilities and a
$4.60 million total deficit.
As of Sept. 30, 2012, the Company had an accumulated deficit of
approximately $44.5 million and reported a net loss of
approximately $9.4 million for the nine months then ending. In
addition, the Company used approximately $3.7 million in cash from
operating activities from continuing operations during the nine
months ending Sept. 30, 2012. In August 2012, the Company
executed a definitive agreement to purchase Foundation Surgery
Affiliates, LLC and Foundation Surgical Hospital Affiliates, LLC,
for 35 million shares of the Company's common stock and a warrant
for the purchase of 4 million shares of the Company's common stock
at an exercise price of $1.50 (assuming conversion of the
preferred stock which was to be issued at closing). The
Foundation acquisition has not closed and management does not
believe that it will close in its current form due to certain
external factors including the inability to obtain the consent of
certain preferred interest holders of certain subsidiaries of
Foundation. Management is working on an alternative structure for
the Foundation transaction, but there is no assurance that the
Foundation acquisition will be closed. On Nov. 12, 2012, the
Company executed a subscription agreement with Graymark
Investments, LLC, in which OHP agreed to purchase 1,444,445 shares
of the Company's common stock for $650,000 ($0.45 per share). The
proceeds from OHP were received on Nov. 13, 2012, and will be used
to fund the operations of the Company. Including the stock
proceeds from OHP, management estimates that the Company has
enough cash to operate through Dec. 31, 2012. Management also
plans on raising equity capital or issuing additional debt in the
near term to meet the Company's additional cash needs in 2013. In
addition, management has initiated a cost reduction plan that is
estimated will save the Company in excess of $2 million in 2013.
The cost reduction plan includes a reduction in the labor force
and general corporate expenses as well as process improvements
that will result in lower bad debt expense. During the fourth
quarter of 2012, management also anticipates developing a plan to
close certain non-profitable lab locations. Historically,
management has been able to raise the capital necessary to fund
the operation and growth of the Company, but there is no assurance
that the Company will be successful in raising the necessary
capital to fund the Company's operations.
"These uncertainties raise substantial doubt regarding the
Company's ability to continue as a going concern."
GREEN EARTH: Walter Raquet Elected to Board of Directors
--------------------------------------------------------
Green Earth Technologies, Inc., held its 2012 Annual Meeting of
Stockholders. At that meeting:
(i) stockholders elected Walter Raquet Class I director to
serve until the 2015 annual meeting of the Company's
stockholders or until his successor has been elected and
qualified;
(ii) stockholders provided advisory approval of the appointment
of independent auditors for fiscal year 2013; and
(iii) the amendment of the Company's certificate of incorporation
was not obtained, although a majority of the stockholders
voting at the meeting voted in favor of the Charter
Amendment, because approval of the proposal required a
favorable vote of more than 50% of shares outstanding and
eligible to vote at the meeting.
About Green Earth Technologies
White Plains, N.Y.-based Green Earth Technologies, Inc. (OTC QB:
GETG) -- http://www.getg.com/-- markets, sells and distributes
bio-degradable performance and cleaning products. The Company's
product line crosses multiple industries including the automotive
aftermarket, marine and outdoor power equipment markets.
Green Earth reported a net loss of $11.26 million for the
year ended June 30, 2012, compared with a net loss of $12.21
million during the prior fiscal year.
The Company's balance sheet at Sept. 30, 2012, showed
$3.78 million in total assets, $12.63 million in total liabilities
and a $8.85 million total stockholders' deficit.
Friedman LLP, in East Hanover, New Jersey, issued a "going
concern" qualification on the consolidated financial statements
for the fiscal year ended June 30, 2012. The independent auditors
noted that the Company's losses, negative cash flows from
operations, working capital deficit and its ability to pay its
outstanding liabilities through fiscal 2013 raise substantial
doubt about its ability to continue as a going concern.
GREEN EARTH: Files Form S-1, Registers 55 Million Common Shares
---------------------------------------------------------------
Green Earth Technologies, Inc., filed with the U.S. Securities and
Exchange Commission a Form S-1 registration statement relating to
the sale, from time to time, by Elysium Natural Resources, LLC,
D&L Partners, NCG Partners, LLC, et al., of up to 55,147,059
shares of its common stock, of which 36,764,706 shares are
issuable upon exercise of the conversion rights contained in our
6.0% Secured Convertible Debentures due Dec. 31, 2014, in the
aggregate principal of $6,250,000 and 18,382,353 shares are
issuable upon exercise of warrants expiring Dec. 31, 2016. The
conversion price of the Debentures and the exercise price of the
Warrants are $0.17 and $0.21 per share, respectively.
The Company will not receive any proceeds from the sale of these
shares by the Selling Stockholders. However, the Company did
realize gross proceeds of $6,250,000 from the sale of the
Debentures and Warrants and the Company will realize gross
proceeds of $3,860,294 if all of the Warrants are exercised.
The Company's common stock is registered under Section 12(g) of
the Securities Exchange Act of 1934, as amended, and is quoted on
the OTC Bulletin Board under the symbol "GETG."
A copy of the Form S-1 prospectus is available for free at:
http://is.gd/ONRXXR
About Green Earth Technologies
White Plains, N.Y.-based Green Earth Technologies, Inc. (OTC QB:
GETG) -- http://www.getg.com/-- markets, sells and distributes
bio-degradable performance and cleaning products. The Company's
product line crosses multiple industries including the automotive
aftermarket, marine and outdoor power equipment markets.
Green Earth reported a net loss of $11.26 million for the
year ended June 30, 2012, compared with a net loss of $12.21
million during the prior fiscal year.
Friedman LLP, in East Hanover, New Jersey, issued a "going
concern" qualification on the consolidated financial statements
for the fiscal year ended June 30, 2012. The independent auditors
noted that the Company's losses, negative cash flows from
operations, working capital deficit and its ability to pay its
outstanding liabilities through fiscal 2013 raise substantial
doubt about its ability to continue as a going concern.
The Company's balance sheet at Sept. 30, 2012, showed
$3.78 million in total assets, $12.63 million in total liabilities
and a $8.85 million total stockholders' deficit.
GREENMAN TECHNOLOGIES: Maturity of $2.2MM Credit Extended to 2013
-----------------------------------------------------------------
American Power Group Corporation (formerly known as GreenMan
Technologies Inc.) a wholly owned subsidiary of American Power
Group Corporation and Iowa State Bank, entered into a Change of
Terms Agreement, pursuant to which the maturity of APG's
$2,250,000 working capital line of credit was extended from
April 25, 2013, to Dec. 31, 2013.
In consideration of the extension, American Power Group paid a
commitment fee of $33,750 to the Bank. No changes were made to
the Credit Facility.
A copy of the Change in Terms Agreement is available at:
http://is.gd/L5zpwV
About Greenman Technologies
Lynnfield, Mass.-based GreenMan Technologies, Inc. (OTC QB: GMTI)
through its two alternative energy subsidiaries, American Power
Group, Inc. ("APG") and APG International, Inc. ("APGI"), provides
a cost-effective patented dual fuel conversion technology for
diesel engines and diesel generators.
Schechter Dokken Kanter Andrews & Selcer, Ltd., in Minneapolis,
Minnesota, issued a "going concern" qualification on the
consolidated financial statements for the fiscal year ended
Sept. 31, 2011, indicating that the Company has continued to incur
substantial losses from operations, has not generated positive
cash flows and has insufficient liquidity to fund its ongoing
operations that raise substantial doubt about the Company's
ability to continue as a going concern.
The Company reported a net loss of $6.81 million for the year
ended Sept. 30, 2011, compared with a net loss of $5.64 million
the year before.
The Company's balance sheet at June 30, 2012, showed
$10.12 million in total assets, $4.59 million in total liabilities
and $5.52 million in stockholders' equity.
HAWKER BEECHCRAFT: Rejects 2 Pension Plans, Keeps 1 in PBGC Deal
----------------------------------------------------------------
Patrick Fitzgerald, writing for Dow Jones Newswires, reports that
Hawker Beechcraft Inc., is jettisoning two underfunded pension
plans covering thousands of nonunion workers and retirees. Hawker
also has struck a deal with the Pension Benefit Guaranty Corp. to
retain a third "hourly" plan covering more than 8,200 current and
former union workers.
According to Dow Jones, Hawker filed papers in Court minutes
before midnight late Friday evening (Dec. 21). Hawker said it was
terminating its so-called salaried and base pension plans covering
nearly 9,500 employees and retirees as part of a comprehensive
deal with the PBGC, and the International Association of Machinist
and Aerospace Workers, the union representing its hourly workers.
The settlement calls for the PBGC to take over the two scrapped
plans, which are underfunded by hundreds of millions of dollars,
and in return the agency will get a $419.5 million unsecured claim
against the company. Under Hawker's proposed Chapter 11 plan, that
means the PBGC will recover less than seven cents on the dollar.
The PBGC on Dec. 26 released a statement on Hawker's decision to
keep one of its three pension plans.
"Bankruptcy forces tough choices, but termination of pension plans
doesn't have to be an automatic option," said J. Jioni Palmer,
Senior Advisor and Director of Communications and Public Affairs.
"When Hawker Beechcraft first entered Chapter 11 the company
intended to end all three of its pension plans. We immediately
engaged Hawker's leadership to convince them that one or more of
their plans were affordable.
"After our talks with Hawker, the company decided to keep its
hourly plan. While PBGC is the nation's pension safety net, we
only want to step in as a last resort.
"Hawker is expected to seek termination of its two remaining plans
in bankruptcy court. Both are 49 percent funded and collectively
have more than 9,500 participants. We're ready to pay retirement
benefits up to the legal limit of about $56,000 a year for a 65-
year-old. When this process started three pension plans could have
been shut down, so this is a much better outcome."
Dow Jones says Bankruptcy Judge Stuart M. Bernstein will consider
approval of the deal at a hearing slated for Jan. 17, 2013.
The report notes Hawker plans to exit bankruptcy protection under
the control of a group of hedge funds that includes Bain Capital's
Sankaty Advisors. The hedge funds -- which also include the
distressed-debt-focused Angelo Gordon & Co., Capital Research &
Management Co. and Centerbridge Partners -- will swap $921.6
million in secured debt for an 81.1% stake in the reorganized
company. All four funds specialize in buying debt at discount to
profit from a troubled company's upside when it restructures under
bankruptcy protection. Senior bondholders, unsecured creditors
and the government's pension insurer will divvy up the remaining
18.9% in the restructured Hawker. In all, the restructuring plan
slashes some $2.5 billion in debt off Hawker's books.
About Hawker Beechcraft
Hawker Beechcraft Acquisition Company, LLC, headquartered in
Wichita, Kansas, manufactures business jets, turboprops and piston
aircraft for corporations, governments and individuals worldwide.
Hawker Beechcraft reported a net loss of $631.90 million on
$2.43 billion of sales in 2011, compared with a net loss of
$304.30 million on $2.80 billion of sales in 2010.
Hawker Beechcraft Inc. and 17 affiliates filed for Chapter 11
reorganization (Bankr. S.D.N.Y. Lead Case No. 12-11873) on May 3,
2012, having already negotiated a plan that eliminates $2.5
billion in debt and $125 million of annual cash interest expense.
The plan will give 81.9% of the new stock to holders of
$1.83 billion of secured debt, while 18.9% of the new shares are
for unsecured creditors. The proposal has support from 68% of
secured creditors and holders of 72.5% of the senior unsecured
notes.
Hawker is 49%-owned by affiliates of Goldman Sachs Group Inc. and
49%-owned by Onex Corp. The Company's balance sheet at Dec. 31,
2011, showed $2.77 billion in total assets, $3.73 billion in total
liabilities and a $956.90 million total deficit. Other claims
include pensions underfunded by $493 million.
Hawker's legal representative is Kirkland & Ellis LLP, its
financial advisor is Perella Weinberg Partners LP and its
restructuring advisor is Alvarez & Marsal. Epiq Bankruptcy
Solutions LLC is the claims and notice agent.
Sidley Austin LLP serves as legal counsel and Houlihan Lokey
Howard & Zukin Capital Inc. serves as financial advisor to the DIP
Agent and the Prepetition Agent.
Wachtell, Lipton, Rosen & Katz represents an ad hoc committee of
senior secured prepetition lenders holding 70% of the loans.
Milbank, Tweed, Hadley & McCloy LLP represents an ad hoc committee
of holders of the 8.500% Senior Fixed Rate Notes due 2015 and
8.875%/9.625% Senior PIK Election Notes due 2015 issued by Hawker
Beechcraft Acquisition Company LLC and Hawker Beechcraft Notes
Company. The members of the Ad Hoc Committee -- GSO Capital
Partners, L.P. and Tennenbaum Capital Partners, LLC -- hold claims
or manage accounts that hold claims against the Debtors' estates
arising from the purchase of the Senior Notes. Deutsche Bank
National Trust Company, the indenture trustee for senior fixed
rate notes and the senior PIK-election notes, is represented by
Foley & Lardner LLP.
An Official Committee of Unsecured Creditors appointed in the case
has selected Daniel H. Golden, Esq., and the law firm of Akin Gump
Strauss Hauer & Feld LLP as legal counsel. The Committee's
financial advisor is FTI Consulting, Inc.
On June 30, 2012, Hawker filed its Plan, which proposed to
eliminate $2.5 billion in debt and $125 million of annual cash
interest expense. The plan would give 81.9% of the new stock to
holders of $1.83 billion of secured debt, while 18.9% of the new
shares are for unsecured creditors. The proposal has support from
68% of secured creditors and holders of 72.5% of the senior
unsecured notes.
In July 2012, Hawker disclosed it was in exclusive talks with
China's Superior Aviation Beijing Co. for the purchase of Hawker's
corporate jet and propeller plane operations out of bankruptcy for
$1.79 billion.
In October 2012, Hawker unveiled that those talks have collapsed
amid concerns a deal with Superior wouldn't pass muster with a
U.S. government panel and other cross-cultural complications.
Sources told The Wall Street Journal that Superior encountered
difficulties separating Hawker's defense business from those units
in a way that would make both sides comfortable the deal would get
U.S. government clearance. The sources told WJS the defense
operations were integrated in various ways with Hawker's civilian
businesses, especially the propeller plane unit, in ways that
proved difficult to untangle.
Thereafter, Hawker said it intends to emerge from bankruptcy as an
independent company. On Oct. 29, 2012, Hawker filed a modified
reorganization plan and disclosure materials. Hawker said the
plan was supported by the official creditors' committee and by a
"substantial majority" of holders of the senior credit and a
majority of holders of senior notes. Hawker said it will either
sell or close the jet-manufacturing business.
The revised plan still offers 81.9% of the new stock in return for
$921 million of the $1.83 billion owing on the senior credit.
Unsecured creditors are to receive the remaining 18.9% of the new
stock. Holders of the senior credit will receive 86% of the new
stock. The senior credit holders are projected to have a 43.1%
recovery from the plan. General unsecured creditors' recovery is
a projected 5.7% to 6.3%. The recovery by holders of $510 million
in senior notes is predicted to be 9.2% to 10%.
HD SUPPLY: Incurs $50 Million Net Loss in Oct. 28 Quarter
---------------------------------------------------------
HD Supply, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $50 million on $2.14 billion of net sales for the three months
ended Oct. 28, 2012, compared with a net loss of $105 million on
$1.89 billion of net sales for the three months ended Oct. 30,
2011.
For the nine months ended Oct. 28, 2012, the Company reported a
net loss of $466 million on $6.04 billion of net sales, compared
with a net loss of $370 million on $5.37 billion of net sales for
the nine months ended Oct. 30, 2011.
The Company's balance sheet at Oct. 28, 2012, showed $7.67 billion
in total assets, $8.55 billion in total liabilities and a
stockholders' deficit of $881 million.
"A true measurement of the team's success is our improved year-
over-year performance. We're very pleased that our business has
experienced ten consecutive quarters of continuous growth, an
outstanding accomplishment, achieved via our associates'
unwavering hard work and dedication," stated Joe DeAngelo, CEO of
HD Supply. "We believe our performance momentum, coupled with our
relentless focus on our customers and the expanding depth and
breadth of our products and services offerings, will result in
continued operational performance improvement for the remainder of
the fiscal year."
A copy of the Form 10-Q is available for free at:
http://is.gd/TYQpru
About HD Supply
HD Supply, Inc., headquartered in Atlanta, Georgia, is one of the
largest North American wholesale distributors supporting
residential and non-residential construction and to a lesser
extent electrical consumption and repair and remodeling. HDS also
provides maintenance, repair and operations services. Its
businesses are organized around three segments: Infrastructure and
Energy; Maintenance, Repair & Improvement; and, Specialty
Construction. HDS operates through approximately 800 locations
throughout the U.S. and Canada serving contractors, government
entities, maintenance professionals, home builders and
professional businesses.
The Company reported a net loss of $543 million for the year ended
Jan. 29, 2012, a net loss of $619 million for the year ended
Jan. 30, 2011, and a net loss of $514 million on $6.94 billion of
net sales for the year ended Jan. 31, 2010.
* * *
As reported by the TCR on March 30, 2012, Moody's Investors
Service upgraded HD Supply, Inc.'s Corporate Family Rating to Caa1
from Caa2 and its Probability of Default Rating to Caa1 from Caa2.
This rating action reflects improvement in the company's
operations and improved credit metrics. Also, HDS is implementing
a refinancing of its existing capital structure which will extend
its maturity profile effectively by one year to 2015.
HD Supply carries a 'B' corporate credit rating, with
negative outlook, from Standard & Poor's Ratings Services.
HEARTLAND DENTAL: S&P Raises Rating on $500MM Secured Debt to 'B+'
------------------------------------------------------------------
Standard & Poor's Ratings Services raised its rating on Effingham,
Ill.-based dental practice management services provider Heartland
Dental Care LLC's $100 million first-lien revolving credit
facility and $400 million first-lien term loan to 'B+' from 'B'.
"We raised our rating on this first-lien debt because the amount
is $50 million less than originally proposed. We therefore
estimate a higher recovery for first-lien lenders in the event of
default. We revised our recovery rating on the first-lien debt to
'2', indicating our expectation for substantial (70% to 90%)
recovery of principal in the event of payment default, from '3',
indicating meaningful (50% to 70%) recovery in the event of
payment default," S&P said.
"Our B/Stable/-- corporate credit rating on Heartland is
unaffected by the revised capital structure, as is our 'CCC+'
rating on Heartland's second-lien debt (recovery rating '6').
Although Heartland issued $50 million more second-lien debt and
interest rates on all new debt were higher than proposed, we
expect EBITDA interest coverage, now projected to be 2.2x in 2013,
compared with our previous estimate of 2.3x, to remain consistent
with the rating," S&P said.
"The rating on Heartland reflects its 'highly leveraged' financial
risk profile. As of Sept. 30, 2012, pro forma adjusted debt to
EBITDA is 8.2x. We expect leverage to decline to about 6.2x, still
high, within about two years largely as a result of EBITDA growth.
We consider Heartland's business risk profile to be 'vulnerable,'
characterized by its narrow scope of operations in intensely
competitive markets with low barriers to entry. Heartland's
affiliated professional corporations, which are not owned by
Heartland, operate 381 dental care offices in 21 states, with some
concentration in the Midwest and Florida," S&P said.
RATING LIST
Heartland Dental Care LLC
Corporate credit rating B/Stable/--
Rating Revised To From
Senior secured first-lien debt B+ B
Recovery rating 2 3
HOSTESS BRANDS: Workers Fight for Final Paychecks
-------------------------------------------------
While current and former executives at bankrupt Hostess Brands,
Inc., decide how to spend millions in bonuses, hourly workers are
discovering their final paychecks will be short several hundred
dollars in promised vacation pay.
According to a bankruptcy-brokered Employee Retention Program at
Hostess, workers taking part in the shutdown of Hostess facilities
and those workers displaced by the closures will not be paid for
vacation time accrued during the previous year. The workers were
previously told their earned vacation pay would be included in
their final paychecks.
"This is the latest example of how harshly workers are being
treated in the Hostess bankruptcy," said Jim Price, who
coordinates activities on behalf of several hundred Hostess
employees represented by the International Association of
Machinists and Aerospace Workers. "Outrageous payments for
Hostess executives are being paid for with outrageous sacrifices
from Hostess workers. There is a crying need for balance here."
In an emotional letter to the judge charged with administering the
Hostess bankruptcy, one employee's spouse urges the judge to
reconsider the priorities of the so-called bonus program.
"My family and our friends are going to be struggling based on the
lack of pay. While our savings may keep us afloat, it is hard to
say how long," wrote Patricia Saunders of Puyallup, WA, whose
husband was recently notified he would not receive the promised
vacation pay. "At this point, we are going to be lucky to make it
to February."
The IAM represents nearly 700,000 active and retired workers and
is among the largest industrial trade unions in North America.
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.
The bankruptcy judge signed a formal order on Nov. 30 giving final
approval to wind-down procedures. The latest budget projects the
$49 million loan for the Chapter 11 case being paid down to
$21.2 million by Feb. 22.
ICTS INTERNATIONAL: Incurs US$4.3MM Loss in First Half of 2012
--------------------------------------------------------------
ICTS International N.V. filed with the U.S. Securities and
Exchange Commission its financial report on Form 6-K disclosing a
net loss of US$4.27 million on US$51.14 million of revenue for the
six months ended June 30, 2012, compared with a net loss of
US$5.86 million on US$51.73 million of revenue for the same period
during the prior year.
The Company's balance sheet at June 30, 2012, showed US$21.80
million in total assets, US$53.63 million in total liabilities and
a US$31.82 million total shareholders' deficit.
A copy of the Form 6-K is available for free at:
http://is.gd/j5kztH
ICTS International N.V. is a public limited liability company
organized under the laws of The Netherlands in 1992.
ICTS specializes in the provision of aviation security and other
aviation services. Following the taking of its aviation security
business in the United States by the TSA in 2002, ICTS, through
its subsidiary Huntleigh U.S.A. Corporation, engages primarily in
non-security related activities in the USA.
ICTS, through I-SEC International Security B.V., supplies aviation
security services at airports in Europe and the Far East.
In addition, I-SEC Technologies B.V. including its subsidiaries
develops technological systems and solutions for aviation and non?
aviation security.
Mayer Hoffman McCann CPAs, in New York, N.Y., expressed
substantial doubt about ICTS International's ability to continue
as a going concern following the 2011 financial results. The
independent auditors noted that the Company has a history of
recurring losses from continuing operations, negative cash flows
from operations, working capital deficit, and is in default on its
line of credit arrangement in the United States as a result of the
violation of certain financial and non-financial covenants.
The Company reported a net loss of US$2.15 million on
US$105.93 million of revenue for 2011, compared with a net loss of
US$8.12 million on US$98.43 million of revenue for 2010.
IMPERIAL PETROLEUM: Has Conditional Settlement in Bank Lawsuit
--------------------------------------------------------------
Imperial Petroleum, Inc., has executed a conditional Settlement
Agreement with the senior lenders for the Company's wholly-owned
subsidiary, e-Biofuels, in regards to the lender's lawsuit against
the Company. Under the lawsuit the lenders had sought to enforce,
among other things, the Company's guarantee of e-Biofuels' senior
debt in the approximate amount of $7.5 million plus accrued
interest of $0.5 million. Under the terms of the Settlement
Agreement, the Company will cooperate in the sale of the assets of
e-Biofuels by the lender and subject to the completion of that
sale, the lender and the Company will stipulate to a Judgment in
the amount of $1.0 million with a covenant by the lender not to
execute prior to Dec. 31, 2015.
Jeffrey Wilson, President of the Company, said, "Although the
Settlement Agreement is conditional upon the sale of the e-
Biofuels assets by the lender, a Letter of Intent has been
negotiated by the lender with a third party and should proceed to
a closing soon. The net result to the Company, upon closing, will
be a reduction of approximately $7.0 million in liabilities
related to our guarantee of the debt of e-Biofuels and the
dismissal of the lender's lawsuit against the Company. The delay
in execution of the Judgment of $1.0 million until December 31,
2015 is designed to provide the Company with ample time to
establish cash flow from its oil sand recovery business in order
to pay the judgment."
About Imperial Petroleum
Headquartered in Evansville, Ind., Imperial Petroleum Inc.
(OTC BB: IPMN) operates as a diversified energy and mineral mining
company in the United States. Its oil and natural gas properties
include the Coquille Bay field located in Plaqumines Parish,
Louisiana; the Haynesville field located in Claiborne and Webster
Parishes in north Louisiana; the Bastian Bay field located in
Plaquemines parish, Louisiana; LulingField located in Guadalupe
county, Texas; and the Shrewsbury field in Grayson County and the
Claymour field in Todd County, western Kentucky.
As reported by the TCR on June 24, 2011, the Company anticipates
its current working capital will not be sufficient to meet its
required capital expenditures and that the Company will be
required to either access additional borrowings from its lender or
access outside capital. Currently the Company projects it will
require non-discretionary capital expenditures of approximately
US$500,000 in the next fiscal year to re-establish and maintain
economic levels of production at Coquille Bay. Without access to
such capital for non-discretionary projects, the Company's
production may be significantly curtailed or shut in and
jeopardize its leases.
In the auditors' report accompanying the financial statements for
year ended July 31, 2011, Weaver Martin & Samyn, LLC, in Kansas
City Missouri, expressed substantial doubt about the Company's
ability to continue as a going concern. The independent auditors
noted that the Company has suffered recurring losses from
operations and is dependent upon obtaining debt financing for
funds to meet its cash requirements.
The Company's balance sheet at April 30, 2012, showed $2.08
million in total assets, $11.92 million in total liabilities, all
current, and a $9.83 million total stockholders' deficit.
INOVA TECHNOLOGY: Reports $28,700 Net Income in Oct. 30 Quarter
---------------------------------------------------------------
Inova Technology Inc. filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing net income
of $28,787 on $5.61 million of revenue for the three months ended
Oct. 30, 2012, compared with net income of $263,229 on $5.65
million of revenue for the same period during the prior year.
For the six months ended Oct. 30, 2012, the Company reported a net
loss of $88,811 on $12.09 million of revenue, compared with net
income of $170,635 on $10.70 million of revenue for the same
period a year ago.
The Company reported a net loss of $1.24 million for the year
ended April 30, 2012, compared with a net loss of $3.35 million
during the prior year.
The Company's balance sheet at Oct. 31, 2012, showed $7.46 million
in total assets, $18.58 million in total liabilities and a $11.11
million total stockholders' deficit.
"... [W]e have an accumulated deficit and negative working capital
and are in default on the majority of our notes payable as of
October 31, 2012. These conditions raise substantial doubt as to
our ability to continue as a going concern."
MaloneBailey, LLP, in Houston, Texas, issued a "going concern"
qualification on the consolidated financial statements for the
year ended April 30, 2012. The independent auditors noted that
Inova incurred losses from operations for the years ended
April 30, 2012, and 2011 and has a working capital deficit as of
April 30, 2012, which raise substantial doubt about Inova's
ability to continue as a going concern.
A copy of the Form 10-Q is available for free at:
http://is.gd/ejJwbC
About Inova Technology
Based in Las Vegas, Nevada, Inova Technology, Inc. (OTC BB: INVA)
-- http://www.inovatechnology.com/-- through its subsidiaries,
provides information technology (IT) consulting services in the
United States. It also manufactures radio frequency
identification (RFID) equipment; and provides computer network
solutions. The company was formerly known as Edgetech Services
Inc. and changed its name to Inova Technology, Inc., in 2007.
IRONSTONE GROUP: Madsen & Associates Remains as Accountants
-----------------------------------------------------------
Ironstone Group, Inc., filed an amended current report on Form
8K/A with the U.S. Securities and Exchange Commission to clarify
that Madsen & Associates CPA's Inc. remains as the Company's
independent registered accounting firm at this time.
The Company previously disclosed that it has dismissed Madsen &
Associates CPA's, Inc., as its independent registered accounting
firm. The Form 8-K was filed in error and the Company did not
dismiss Madsen & Associates CPA's, Inc., at that time. The
Company previously indicated that it had engaged the firm of
Sadler, Gibb and Associates, LLC, as its new independent
registered accounting firm. The Company clarified it did not
engage Sadler, Gibb and Associates, LLC, at that time. The
Company said it has not made a decision at this time on the future
appointment of Sadler Gibb and Associates, LLC, as the Company's
independent registered accounting firm.
About Ironstone Group
San Francisco, Calif.-based Ironstone Group, Inc., and
subsidiaries have no operations but are seeking appropriate
business combination opportunities. At Sept. 30, 2012, the
Company had $1,005,460 in marketable securities, $4,414 in cash,
and an investment in Salon Media Group, Inc., valued at $92,297.
The Company's balance sheet at Sept. 30, 2012, showed $1.1 million
in total assets, $1.4 million in total liabilities, and a
stockholders' deficit of $316,727.
* * *
Madsen & Associates CPA's, Inc., in Murray, Utah, expressed
substantial doubt about Ironstone Group's ability to continue as a
going concern, following the Company's results for the fiscal year
ended Dec. 31, 2011. The independent auditors noted that the
Company does not have the necessary working capital for its
planned activity.
K-V PHARMACEUTICAL: Moves Closer to Consensus on Loan
-----------------------------------------------------
Joseph Checkler at Daily Bankruptcy Review reports that K-V
Pharmaceutical Co. moved closer to consensus on a loan from a
group of investment firms that eventually plan to gain control of
K-V, the proceeds of which will also pay off a key K-V creditor,
competitor Hologic Inc.
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.
KIWIBOX.COM INC: Releases New IOS and Android Updates
-----------------------------------------------------
Kiwibox.com announced the latest update, Version 2.0, for both the
Kiwibox.com and KWICK! applications for the iTunes app store.
Last week the network released the Update for the Android
applications in the Google Playstore.
With more than five Updates released in the last 6 weeks, Kiwibox
is aggresively supporting mobile enhancement as the social network
migration trend, continues from web to mobile. Like Facebook, the
Kiwibox.com network has dramatically changed the navigation of its
ergonomic application to give the user more opportunties, helpful
features and easier access to content to interact with the
application.
Kiwibox.com network shows a 12% increase in mobile usage every
month. The new applications support traditional advertisements by
ads and have an additional intelligent advertisement function,
fully integrated, which positions Kiwibox.com in the forefront of
the world wide advertising and cooperation market. Further
releases are still planned for this year.
In December 2012, Kiwibox changed the management of its wholly-
owned German subsidiary, KWICK!, which operates the social network
and community KWICK.DE. Ms. Anke Schmid, age 34, was appointed as
new CEO of KWICK!. Having previously worked in the legal
departments of several international IT companies, Ms. Schmid
brings to KWICK! her experience in structuring strategic
relationships and managing their components. Andre Scholz, CEO of
Kiwibox.Com Inc., will also contribute to the management of KWICK!
as a part-time consultant.
Mr. Scholz , stated that "While we are pleased with our progress
made during 2012, we look forward to much greater expansion and
developments during 2013."
About Kiwibox.com
New York-based Kiwibox.com, Inc., acquired in the beginning of
2011 Pixunity.de, a photoblog community and launched a U.S.
version of this community in the summer of 2011. Effective July
1, 2011, Kiwibox.com, Inc., became the owner of Kwick! --a top
social network community based in Germany. Kiwibox.com shares are
freely traded on the bulletin board under the symbol KIWB.OB.
The Company reported a net loss of $5.90 million in 2011, compared
with a net loss of $3.97 million in 2010.
The Company's balance sheet at Sept. 30, 2012, showed
$7.99 million in total assets, $21.09 million in total
liabilities, all current, and a $13.09 million total stockholders'
impairment.
"The ability of the Company to continue its operations is
dependent on increasing sales and obtaining additional capital and
financing. Our revenues during the foreseeable future are
insufficient to finance our business and we are entirely dependent
on the willingness of existing investors to continue supporting
the Company with working capital loans and equity investments, and
our ability to find new investors should the financial support
from existing investors prove to be insufficient. If we were
unable to obtain a steady flow of new debt or equity-based working
capital we would be forced to cease operations."
In their report on the 2011 financial statements, Rosenberg Rich
Baker Berman & Company, in Somerset, New Jersey, expressed
substantial doubt about the Company's ability to continue as a
going concern. The independent auditors noted that the Company
has suffered losses from operations and has a working capital
deficiency as of Dec. 31, 2011.
KNIGHT CAPITAL: Amends $300 Million Credit Agreements
-----------------------------------------------------
Knight Capital Group, Inc., entered into:
(i) an amendment to the amended and restated $200 million one-
year Revolving Credit Agreement by and among the Company,
as guarantor, Knight Capital Americas LLC (f/k/a Knight\
Execution & Clearing Services LLC), as borrower, with US
Bank, as Syndication Agent, Bank of America and Bank of
Montreal, Chicago Branch, as documentation agents and
JPMorgan Chase, as Administrative Agent, and the banks and
other financial institutions who became party thereto as
lenders; and
(ii) an amendment to the $100 million three-year Term Loan
Credit Agreement by and among the Company, as borrower, US
Bank, as Syndication Agent and JPMorgan Chase, and the
banks and other financial institutions who became party
thereto as lenders.
The Amendments make changes to clarify treatment of losses related
to securities transactions and amend certain other provisions.
Copies of the amendments are available for free at:
http://is.gd/Cc6FHu
http://is.gd/TWYT64
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.
LDK SOLAR: Receives RMB248.9 Million Arbitration Award
------------------------------------------------------
LDK Solar Co., Ltd., announced that the China International
Economic and Trade Arbitration Commission (CIETAC) stated that the
wafer supply contracts entered into in October 2007 and June 2008
between LDK Solar and Canadian Solar (CSI) and its China-based
subsidiary affiliate are valid and effective through the duration
and at terms and conditions related to quantities and prices set
forth therein.
On Dec. 12, 2012, CIETAC stated that by virtue of the arbitration
proceedings CSI will pay to LDK Solar approximately RMB248.9
million, including RMB60 million paid as a deposit and additional
cash of RMB188.9 million, to compensate LDK Solar for the loss of
profitability as well as approximately an additional RMB2 million
to cover arbitral fees accrued as a result of this proceeding.
"We are pleased to receive this award after entering into this
arbitration proceeding more than two years ago," stated Xingxue
Tong, President and CEO of LDK Solar. "LDK Solar is committed to
innovation, quality, and customer service. Our philosophy is to
invest in building our manufacturing capacity to the right size
for our valued customers. Regretfully, underperforming supply
contracts contributed to our lower-than-expected plant utilization
ratio. We strive to offer the best products and services to our
customers so that together we can overcome the current global
industry challenges," concluded Mr. Tong.
About LDK Solar
LDK Solar Co., Ltd. -- http://www.ldksolar.com-- based in Hi-Tech
Industrial Park, Xinyu City, Jiangxi Province, People's Republic
of China, is a vertically integrated manufacturer of photovoltaic
products, including high-quality and low-cost polysilicon, solar
wafers, cells, modules, systems, power projects and solutions.
LDK Solar was incorporated in the Cayman Islands on May 1, 2006,
by LDK New Energy, a British Virgin Islands company wholly owned
by Xiaofeng Peng, LDK's founder, chairman and chief executive
officer, to acquire all of the equity interests in Jiangxi LDK
Solar from Suzhou Liouxin Industry Co., Ltd., and Liouxin
Industrial Limited.
KPMG in Hong Kong, China, said in a May 15, 2012, audit report,
there is substantial doubt on the ability of LDK Solar Co., Ltd.,
to continue as a going concern. According to KPMG, LDK Solar has
a net working capital deficit and is restricted to incur
additional debt as it has not met a financial covenant ratio under
a long-term debt agreement as of Dec. 31, 2011. These conditions
raise substantial doubt about the Group's ability to continue as a
going concern.
LDK Solar's balance sheet at Sept. 30, 2012, showed
US$5.76 billion in total assets, US$5.41 billion in total
liabilities, US$299.02 million in redeemable non-controlling
interests and US$45.91 million in total equity.
LDK SOLAR: Seeking OK to Amend Indenture Governing 2014 Notes
-------------------------------------------------------------
LDK Solar Co., Ltd., announced a solicitation of consents to
proposed amendments to the Indenture, dated as of Feb. 28, 2011,
by and between LDK Solar, the Subsidiary Guarantors, The Bank of
New York Mellon, London Branch, as trustee and paying and transfer
agent, and The Bank of New York Mellon (Luxembourg) S.A., as
registrar, governing its 10.00% Senior Notes Due 2014.
LDK Solar is seeking to amend the Indenture to give it more
flexibility to pursue certain actions in its liquidity and capital
restructuring plan and to enhance its ability to take necessary
actions to improve liquidity and increase cash flow under current
challenging market conditions.
The background and a summary of the Proposed Amendments are set
out as follows:
() amend the Limitation on Indebtedness and Preferred Stock
covenant to:
* add a further category of Permitted Indebtedness that
will permit LDK Silicon & Chemical or its Subsidiary to
issue up to US$200 million of a further series of
redeemable convertible preferred shares for the purpose
of settling certain accounts payable owed to vendors or
suppliers of LDK Solar's PRC subsidiaries;
* add a further category of Permitted Indebtedness that
will allow Guarantees by any Restricted Subsidiary of
amounts that remain owed by a Disposed Restricted
Subsidiary following the transfer of a majority or all of
the Capital Stock of such Disposed Restricted Subsidiary
to creditors or investors in exchange for the forgiveness
or assumption of a portion or all of the outstanding
indebtedness of such Disposed Restricted Subsidiary
or the transferring Restricted Subsidiary;
* add a further category of Permitted Indebtedness that
will allow LDK Solar to incur up to an aggregate
principal amount of US$350 million, with limits on the
maximum aggregate amount that can be Incurred and
outstanding for each business line and during each
quarter, to fund the ramp-up of production of
polysilicon, solar wafers, cells and modules and to fund
EPC services and solar farm projects;
* include the series A redeemable convertible preferred
shares issued by LDK Silicon & Chemical in June 2011 as
Indebtedness that may be refinanced with permitted
Refinancing Indebtedness;
* amend the maximum principal amount that can be Incurred
and outstanding at any time as Purchase Money
Indebtedness and Capitalized Lease Obligations from 10%
of Total Assets to a maximum aggregate principal amount
of US$780 million. To date, LDK Solar has Incurred and
has outstanding approximately US$660 million of Purchase
Money Indebtedness and Capitalized Lease Obligations.
The additional amounts would be used to finance the
installation and construction of property, plant and
equipment to improve efficiency at LDK Solar's
polysilicon, solar wafer, cell and module facilities; and
* increase the maximum amount of permitted working capital
Indebtedness to US$125 million from US$75 million to
allow LDK Solar to continue to fund payments of
outstanding payables, interest expenses, research and
development expenses and miscellaneous operating expenses
at LDK Solar's production facilities;
() amend the Limitation on Restricted Payments covenant to:
* allow LDK Solar to pay any dividend or other distribution
on the Series B Preferred Shares, provided that LDK
Silicon & Chemical and all other Subsidiaries within the
Polysilicon Group are Restricted Subsidiaries at the time
of that distribution; and
* clarify that the calculation of the aggregate amount of
Restricted Payments will exclude any permitted dividends
or distributions with respect to the Series B Preferred
Shares in the same manner as dividends or distributions
with respect to the Series A Preferred Shares currently
outstanding;
() amend the Limitation on Asset Sales covenant to:
* remove the requirement that LDK Solar be able to Incur at
least US$1.00 of additional Indebtedness under Section
3.8(a) of the Indenture when conducting an Asset
Disposition;
() amend the Limitation on Dividend and Other Payment
Restrictions Affecting Restricted Subsidiaries covenant to:
* allow for any restrictions imposed on the payment of
dividends or other distributions on the Common Stock of
LDK Silicon & Chemical or its Subsidiary by the terms of
the Series B Preferred Shares in the same manner as the
Series A Preferred Shares currently outstanding;
() amend the Event of Default provision to:
* limit the circumstances that would give rise to an Event
of Default under Sections 6.1(a)(5), (a)(6) and (a)(8) of
the Indenture to the case of a default, failure to
satisfy judgment(s), or bankruptcy or insolvency
proceedings by LDK Solar or any Significant Subsidiary
(as such term would be defined by the Proposed
Amendments);
() the definition of Change of Control to:
* remove the provision whereby if the Permitted Holders
beneficially own, directly or indirectly, in the
aggregate less than 35% of the Voting Stock of LDK Solar
such circumstance will give rise to a Change of Control;
() amend the definition of Permitted Investment to:
* allow Investments equal to the Fair Market Value of the
Capital Stock of any Disposed Restricted Subsidiary (as
such term would be defined by the Proposed Amendments)
held by any Former Holding Company (as such term would be
defined by the Proposed Amendments) immediately following
a sale or disposition of Capital Stock which results in
such Disposed Restricted Subsidiary ceasing to be a
Restricted Subsidiary;
* allow Guarantees by a Restricted Subsidiary of
Indebtedness of a Disposed Restricted Subsidiary in
connection with transactions in which one of LDK Solar's
Restricted Subsidiaries agrees to transfer a majority or
all of the Capital Stock of a Disposed Restricted
Subsidiary in exchange for the forgiveness or assumption
of a portion or all of its outstanding debt obligations
and/or the outstanding debt obligations of such Disposed
Restricted Subsidiary;
* allow for the redemption of the Series A Preferred Shares
of LDK Silicon & Chemical from the proceeds of permitted
Refinancing Indebtedness; and
() amend the definition of Polysilicon Subscription Agreement
to:
* account for the potential extension of the mandatory
redemption date of the Series A Preferred Shares issued
by LDK Silicon & Chemical beyond June 2013.
The record date for the Consent Solicitation is 5:00 p.m., London
time, on Dec. 14, 2012. The Consent Solicitation will expire at
5:00 p.m., London time, on Dec. 21, 2012, unless extended or
terminated by LDK Solar. LDK Solar is offering to the holders of
record of the 2014 Notes as of the record date a consent fee of
RMB10 for each RMB10,000 in principal amount of the 2014 Notes in
respect of which such holder has validly delivered (and has not
validly revoked) a consent pursuant to the terms and conditions of
the Consent Solicitation Statement prior to its expiration. LDK
Solar's obligation to accept consents and pay the consent fee is
conditioned on, among other things, there being validly delivered
unrevoked consents from the holders of not less than a majority in
aggregate principal amount of the outstanding 2014 Notes.
A copy of the Consent Solicitation Statement is available for free
at http://is.gd/AcSooM
About LDK Solar
LDK Solar Co., Ltd. -- http://www.ldksolar.com-- based in Hi-Tech
Industrial Park, Xinyu City, Jiangxi Province, People's Republic
of China, is a vertically integrated manufacturer of photovoltaic
products, including high-quality and low-cost polysilicon, solar
wafers, cells, modules, systems, power projects and solutions.
LDK Solar was incorporated in the Cayman Islands on May 1, 2006,
by LDK New Energy, a British Virgin Islands company wholly owned
by Xiaofeng Peng, LDK's founder, chairman and chief executive
officer, to acquire all of the equity interests in Jiangxi LDK
Solar from Suzhou Liouxin Industry Co., Ltd., and Liouxin
Industrial Limited.
KPMG in Hong Kong, China, said in a May 15, 2012, audit report,
there is substantial doubt on the ability of LDK Solar Co., Ltd.,
to continue as a going concern. According to KPMG, LDK Solar has
a net working capital deficit and is restricted to incur
additional debt as it has not met a financial covenant ratio under
a long-term debt agreement as of Dec. 31, 2011. These conditions
raise substantial doubt about the Group's ability to continue as a
going concern.
LDK Solar's balance sheet at Sept. 30, 2012, showed
US$5.76 billion in total assets, US$5.41 billion in total
liabilities, US$299.02 million in redeemable non-controlling
interests and US$45.91 million in total equity.
LEE BRICK: Plan Outline Approved; Confirmation Hearing on Jan. 16
-----------------------------------------------------------------
U.S. Bankruptcy Judge Randy D. Doub of the Bankruptcy Court for
the Eastern District of North Carolina has approved the disclosure
statement file by Lee Brick & Tile Company.
The Debtor's Plan of Reorganization groups claims into 11 classes
of creditors. The first three classes relate to costs of
administration and priority claims under the Bankruptcy Code, and
the treatment of each is governed by specific provisions of the
Bankruptcy Code. Classes 4 through 8 relate to classes that are
treated as secured creditor classes. Class 9 relates to the
Unsecured Deficiency Claim of Capital Bank. Class 10 relates to
allowed unsecured creditor claims while Class 11 relates to
Shareholder Interests.
Payments provided under the terms of the Plan will be made from
those monies remaining after satisfaction of Class 1, Class 2, and
Class 3, and after debt service payments as otherwise provided in
the Plan, and after payment of normal operating expenses and
retention of sufficient operating reserve of the Reorganized
Debtor, derived from the following sources:
(i) the Debtor's Cash on Hand at Effective Date;
(ii) net sale proceeds from any other Retained Assets designated
for sale as provided in the terms of the Plan;
(iii) revenues from the business operations of the Reorganized
Debtor;
(iv) net proceeds from the Debtor's collection of accounts
receivable and tax refunds, if any;
(v) net proceeds from recoveries of Designated Litigation, if
any, and
(vi) voluntary capital contributions from shareholders or loans
from a shareholder(s) made on a basis subordinate to the
interests of Class 4, 5, 6, 7, 8, 9, and 10 allowed claims.
The confirmation hearing is scheduled for Jan. 16, 2013, at
9:30 A.M.
A copy of the disclosure statement is available for free at:
http://bankrupt.com/misc/LEE_BRICK_ds.pdf
About Lee Brick
Sanford, North Carolina-based Lee Brick & Tile Company filed a
bare-bones Chapter 11 petition (Bankr. E.D.N.C. Case No. 12-04463)
on June 15, 2012, in Wilson on June 15, 2012.
Lee Brick -- http://www.leebrick.com/-- began its operations in
1951 after Hugh Perry and 10 local businessmen from Lee County
decided three years prior to invest in the business of
brickmaking. In the late 1950's Hugh Perry bought out the
investing partners, making Lee Brick a solely owned and operated
family company. Hugh Perry named his son Frank president in 1970,
which he served until 1999 and currently serves as CEO. Since
1999 Don Perry succeeded his father and serves as the company's
president. Frank Perry, along with his sons Don and Gil, and
brother-in-law JR (rad) Holton have helped guide the family
business through revolutionary changes in brick manufacturing that
few people in the ceramic industry could have ever anticipated.
Judge Randy D. Doub presides over the case. Kevin L. Sink, Esq.,
at Nicholls & Crampton, P.A., serves as the Debtor's counsel. The
petition was signed by Don W. Perry, president.
The Debtor, in its amended schedules, disclosed $27,851,968 in
assets and $14,136,003 in liabilities as of the Chapter 11 filing.
In the original schedules, the Debtor scheduled $27,851,968 in
assets and $14,135,140 in liabilities. Lender Capital Bank is
owed $13.0 million, of which $6.5 million is secured.
LIFECARE HOLDINGS: Suspending Filing of Reports with SEC
--------------------------------------------------------
LifeCare Holdings, Inc., filed a Form 15 with the U.S. Securities
and Exchange Commission to voluntarily deregister its 9 1/4%
Senior Subordinated Notes due 2013 and Guarantees of 9 1/4% Senior
Subordinated Notes due 2013 and suspend its reporting obligations
with the SEC. As of Dec. 17, 2012, there were only 37 holders of
the 9 1/4% Senior Subordinated Notes due 2013 and 37 holders of
the Guarantees of 9 1/4% Senior Subordinated Notes due 2013.
About LifeCare Holdings
Based in Plano, Texas, LifeCare Holdings, Inc. --
http://www.lifecare-hospitals.com/-- currently operates 27 long
term acute care hospitals located in ten states. Long-term acute
care hospitals specialize in the treatment of medically complex
patients who typically require extended hospitalization.
LifeCare Holdings Inc. filed for bankruptcy protection (Bankr. D.
Del. Case No. 12-13319) in Wilmington on Dec. 11, 2012, citing
debt and losses from Hurricane Katrina and saying it plans to sell
the company, according to a Bloomberg report.
The Company reported a net loss of $34.83 million in 2011,
compared with net income of $2.63 million on $358.25 million in
2010.
The Company's balance sheet at Sept. 30, 2012, showed $422.15
million in total assets, $575.87 million in total liabilities and
$153.72 million total stockholders' deficit.
* * *
In November 2010, Standard & Poor's Ratings lowered its corporate
credit rating on LifeCare Holdings to 'CCC-' from 'CCC+'. "The
downgrade reflects the imminent difficulty the company may
have in meeting its bank covenant requirements and the risk of it
successfully refinancing significant debt maturing in 2011 and
2012," said Standard & Poor's credit analyst David Peknay. The
likelihood of a debt covenant violation is heightened by the
company's lack of appreciable operating improvement coupled with a
large upcoming tightening of is debt covenant in the first quarter
of 2011. Additional equity by the company's financial sponsor may
be necessary to avoid a covenant violation. Accordingly, S&P
believes the chances of bankruptcy have increased.
As reported by the TCR on Aug. 23, 2012, Standard & Poor's Ratings
Services lowered its corporate credit rating on Plano Texas-based
LifeCare Holdings Inc to 'D' from 'CCC-', following the missed
interest payment on the company's $119.3 million senior
subordinated notes.
In the Dec. 13, 2012, edition of the TCR, Moody's Investors
Service lowered LifeCare Holdings, Inc.'s corporate family rating
to Ca from Caa3 and the probability of default rating to D from
Ca/LD. The ratings were downgraded because LifeCare filed
voluntary petitions for reorganization under Chapter 11 in the
U.S. Bankruptcy Court for the District of Delaware.
LOCATION BASED TECH: Issues $1-Mil. Convertible Note to ECPC II
---------------------------------------------------------------
Location Based Technologies, Inc., entered into a Securities
Purchase Agreement with ECPC II Capital, LLC, pursuant to which
the Company issued a Secured Convertible Promissory Note in
exchange for an investment of up to $1,000,000. The Note is
convertible into the Company's common stock at $0.25 per share,
bears interest at a rate of 8% per annum and has a term of 6
months. The loan is secured by a security interest in two of the
Company's patents which the Company considers to be non-core.
About Location Based Technologies
Irvine, Calif.-based Location Based Technologies, Inc., designs,
develops, and sells leading-edge personal locator devices and
services.
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 year ended Aug. 31, 2012.
LODGENET INTERACTIVE: Payments Deferred to Dec. 31
--------------------------------------------------
LodgeNet Interactive Company has amended its existing forbearance
agreements with DirecTV LLC and Home Box Office, Inc., whereby the
Dec. 17, 2012, payments have been deferred to Dec. 31, 2012, to
allow the Company to continue negotiations with its lenders and a
potential investor on a transaction to restructure the Company.
The existing DIRECTV and HBO forbearance agreements required the
Company to make payments of $26 million to DIRECTV and HBO on
Dec. 17, 2012. The Company does not have the necessary liquidity
to make those payments and maintain its operations.
In connection with the amendments, the Company will make a payment
to DIRECTV for $2.3 million, representing a partial payment of its
outstanding obligations. The Company will also make payments to
HBO for $1 million on Dec. 17, 2012, and $1 million on Dec. 31,
2012, representing a partial payment of its outstanding
obligations to HBO and, so long as the second payment is made on
Dec. 31, 2012, the remaining balance currently owed to HBO will be
deferred until Jan. 14, 2013.
The Company said it would be forced to file under Chapter 11 of
the U.S. Bankruptcy Code in December 2012 if it is unable to
obtain sufficient liquidity to make the required payments on
Dec. 31, 2012, which is likely, or those payments are not further
deferred.
LodgeNet also entered into Amendment No. 2 to the Forbearance
Agreement and Second Amendment to Credit Agreement with Gleacher
Products Corp. (successor to JP Morgan Chase Bank, N.A.), as
administrative agent, regarding the Credit Agreement, dated as of
April 4, 2007. The Amendment extends the date of forbearance to
the earlier of Dec. 31, 2012, or future defaults under the Credit
Agreement and the Forbearance Agreement. A copy of the Amended
Forbearance is available at http://is.gd/OtJdmu
About LodgeNet Interactive
Sioux Falls, South Dakota-based LodgeNet Interactive Corporation
(Nasdaq:LNET), formerly LodgeNet Entertainment Corp. --
http://www.lodgenet.com/-- provides media and connectivity
solutions designed to meet the unique needs of hospitality,
healthcare and other guest-based businesses. LodgeNet Interactive
serves more than 1.9 million hotel rooms worldwide in addition to
healthcare facilities throughout the United States. The Company's
services include: Interactive Television Solutions, Broadband
Internet Solutions, Content Solutions, Professional Solutions and
Advertising Media Solutions. LodgeNet Interactive Corporation
owns and operates businesses under the industry leading brands:
LodgeNet, LodgeNetRX, and The Hotel Networks.
The Company reported a net loss of $631,000 in 2011, a net loss of
$11.68 million in 2010, and a net loss of $10.15 million in 2009.
The Company's balance sheet at Sept. 30, 2012, showed $291.74
million in total assets, $448.72 million in total liabilities and
a $156.98 million total stockholders' deficiency.
Going Concern/Bankruptcy Warning
"The decline in revenue during the third quarter of 2012 and the
payment terms of our vendor forbearance agreements created
liquidity constraints on our operations and related financial
results. These liquidity constraints and our non-compliance with
certain of our debt covenants have resulted in there being
substantial doubt about our ability to continue as a going
concern," the Company said in its quarterly report for the period
ended Sept. 30, 2012.
Historically, the Company followed a practice of reducing
outstanding debt under its Credit Facility by making prepayments
on its debt. These additional debt payments contributed to the
Company's historical debt covenant compliance. However, during
2012, the Company's practice of making additional debt payments
was achieved in part by delaying certain payments to its vendors,
including major vendors such as DirecTV and HBO. During the third
quarter of 2012, each of these vendors required the Company to
enter into payment plans. In order to maintain continued service
from these two vendors, the Company entered into forbearance
agreements with each of them, which require payments to both
vendors between September and December 2012. According to the
agreements, the Company's next payments of $10.0 million and $4.0
million to DirecTV and HBO, respectively, would have been due on
Nov. 15, 2012. The Company did not expect to have the necessary
liquidity to make those payments and maintain its operations.
Consequently, the Company has negotiated a revision to its
forbearance agreement with DirecTV, whereby the Company's November
payment has been deferred to Dec. 17, 2012, at which time the
Company will be obligated to pay them $20 million. The Company
has also negotiated a revision to its forbearance agreement with
HBO, whereby the Company will make a current payment of $1.5
million to them, representing a partial payment of the Company's
November obligation, defer the balance to December and owe them a
payment of $6 million on Dec. 17, 2012. The Company has obtained
the consent of the requisite lenders to revise those forbearance
agreements.
"If we are unable to obtain sufficient liquidity to make such
payments, which is likely, or such payments are not further
deferred, we would be forced to file under Chapter 11 of the U.S.
Bankruptcy Code in December. The Company is in active
negotiations with its lenders and a potential investor in an
effort to structure an orderly bankruptcy process."
* * *
As reported by the TCR on Dec. 6, 2012, Moody's Investors Services
downgraded LodgeNet Interactive Corp's Corporate Family Rating
(CFR) to Ca from Caa1 and changed the Probability of Default
Rating (PDR) to Ca from Caa2. The reason for the downgrade is due
to continued weak performance, poor liquidity, a violation of its
financial covenants and the expectation for a restructuring of its
balance sheet in the near term.
In the Dec. 3, 2012, edition of the TCR, Standard & Poor's Ratings
Services lowered its corporate credit rating on LodgeNet
Interactive Corp. to 'CC' from 'CCC'. "The downgrade follows the
company's disclosure that it is negotiating with its lenders and
third parties regarding restructuring options, which may include a
filing under Chapter 11," said Standard & Poor's credit analyst
Hal Diamond.
LODGENET INTERACTIVE: Signs Letter Agreements with Executives
-------------------------------------------------------------
LodgeNet Interactive Corporation previously reported the
establishment of an incentive program pursuant to which certain
employees, including the named executive officers, would be
eligible to receive certain payments in exchange for remaining
with the Company through the earlier of the closing of a
transaction or July 31, 2013, subject to the achievement of
certain performance targets.
On Nov. 30, 2012, and Dec. 4, 2012, the Company entered into
letter agreements with each of its named executive officers
pursuant to the terms of that Incentive Plan. Pursuant to these
letter agreements, subject to achievement of the relevant targets
and satisfaction of the other conditions, the named executive
officers are eligible to receive the following amounts: Richard L.
Battista, chief executive officer, $400,000; Frank P. Elsenbast,
chief financial officer, $153,000; James G. Naro, senior vice
president, general counsel, secretary and chief compliance
officer, $124,875; and Derek R. White, president, Interactive &
Media Networks, $180,000.
About LodgeNet Interactive
Sioux Falls, South Dakota-based LodgeNet Interactive Corporation
(Nasdaq:LNET), formerly LodgeNet Entertainment Corp. --
http://www.lodgenet.com/-- provides media and connectivity
solutions designed to meet the unique needs of hospitality,
healthcare and other guest-based businesses. LodgeNet Interactive
serves more than 1.9 million hotel rooms worldwide in addition to
healthcare facilities throughout the United States. The Company's
services include: Interactive Television Solutions, Broadband
Internet Solutions, Content Solutions, Professional Solutions and
Advertising Media Solutions. LodgeNet Interactive Corporation
owns and operates businesses under the industry leading brands:
LodgeNet, LodgeNetRX, and The Hotel Networks.
The Company reported a net loss of $631,000 in 2011, a net loss of
$11.68 million in 2010, and a net loss of $10.15 million in 2009.
The Company's balance sheet at Sept. 30, 2012, showed $291.74
million in total assets, $448.72 million in total liabilities and
a $156.98 million total stockholders' deficiency.
Going Concern/Bankruptcy Warning
"The decline in revenue during the third quarter of 2012 and the
payment terms of our vendor forbearance agreements created
liquidity constraints on our operations and related financial
results. These liquidity constraints and our non-compliance with
certain of our debt covenants have resulted in there being
substantial doubt about our ability to continue as a going
concern," the Company said in its quarterly report for the period
ended Sept. 30, 2012.
Historically, the Company followed a practice of reducing
outstanding debt under its Credit Facility by making prepayments
on its debt. These additional debt payments contributed to the
Company's historical debt covenant compliance. However, during
2012, the Company's practice of making additional debt payments
was achieved in part by delaying certain payments to its vendors,
including major vendors such as DirecTV and HBO. During the third
quarter of 2012, each of these vendors required the Company to
enter into payment plans. In order to maintain continued service
from these two vendors, the Company entered into forbearance
agreements with each of them, which require payments to both
vendors between September and December 2012. According to the
agreements, the Company's next payments of $10.0 million and $4.0
million to DirecTV and HBO, respectively, would have been due on
Nov. 15, 2012. The Company did not expect to have the necessary
liquidity to make those payments and maintain its operations.
Consequently, the Company has negotiated a revision to its
forbearance agreement with DirecTV, whereby the Company's November
payment has been deferred to Dec. 17, 2012, at which time the
Company will be obligated to pay them $20 million. The Company
has also negotiated a revision to its forbearance agreement with
HBO, whereby the Company will make a current payment of $1.5
million to them, representing a partial payment of the Company's
November obligation, defer the balance to December and owe them a
payment of $6 million on Dec. 17, 2012. The Company has obtained
the consent of the requisite lenders to revise those forbearance
agreements.
"If we are unable to obtain sufficient liquidity to make such
payments, which is likely, or such payments are not further
deferred, we would be forced to file under Chapter 11 of the U.S.
Bankruptcy Code in December. The Company is in active
negotiations with its lenders and a potential investor in an
effort to structure an orderly bankruptcy process."
* * *
As reported by the TCR on Dec. 6, 2012, Moody's Investors Services
downgraded LodgeNet Interactive Corp's Corporate Family Rating
(CFR) to Ca from Caa1 and changed the Probability of Default
Rating (PDR) to Ca from Caa2. The reason for the downgrade is due
to continued weak performance, poor liquidity, a violation of its
financial covenants and the expectation for a restructuring of its
balance sheet in the near term.
In the Dec. 3, 2012, edition of the TCR, Standard & Poor's Ratings
Services lowered its corporate credit rating on LodgeNet
Interactive Corp. to 'CC' from 'CCC'. "The downgrade follows the
company's disclosure that it is negotiating with its lenders and
third parties regarding restructuring options, which may include a
filing under Chapter 11," said Standard & Poor's credit analyst
Hal Diamond.
LPATH INC: Selling 2.3 Million Common Shares at $5 Apiece
---------------------------------------------------------
Lpath, Inc., is selling 2,366,000 shares of its common stock at a
price to the public of $5.00 per share. The gross proceeds from
the sale of the shares, before deducting the underwriting discount
and estimated offering expenses payable by it, are expected to be
approximately $11.8 million.
Lpath intends to use the net proceeds from this offering for
research and development activities, operating costs, capital
expenditures and for general corporate purposes, including working
capital. Lpath may also use a portion of the net proceeds to
invest in or acquire businesses or technologies that it believes
are complementary to its own, although Lpath has no current plans,
commitments or agreements with respect to any acquisitions as of
the date of this press release. Pending these uses, Lpath intends
to invest the net proceeds in investment grade, interest-bearing
securities.
Summer Street Research Partners is acting as the sole book-running
manager for this offering. Lpath has granted the underwriter a
45-day option to purchase up to an aggregate of 354,900 additional
shares of common stock to cover over-allotments, if any. The
offering is expected to close on or about Dec. 19, 2012, subject
to the satisfaction of customary closing conditions.
About Lpath, Inc.
San Diego, Calif.-based Lpath, Inc. is a biotechnology company
focused on the discovery and development of lipidomic-based
therapeutics, an emerging field of medical science whereby
bioactive lipids are targeted to treat human diseases.
The Company reported a net loss of $3.11 million in 2011, compared
with a net loss of $4.60 million in 2010.
The Company's balance sheet at Sept. 30, 2012, showed
$18.77 million in total assets, $12.98 million in total
liabilities, and $5.79 million in total stockholders' equity.
LSP ENERGY: Files Plan to Divide Up $272.6 Million Sale Proceeds
----------------------------------------------------------------
Marie Beaudette at Dow Jones' DBR Small Cap reports that Power
plant operator LSP Energy has filed a Chapter 11 plan that would
pay the company's bondholders in full in cash.
"The Plan contemplates the liquidation of substantially all of the
Debtors' assets by way of the Asset Sale, pursuant to section 363
of the Bankruptcy Code," according to the Disclosure Statement
obtained by BankruptcyData.com.
About LSP Energy
LSP Energy Limited owns and operates an electricity generation
facility located in Batesville, Mississippi. The facility
consists of three gas-fired combined cycled electricity generators
with a total generating capacity of approximately 837 magawatts
and is electrically interconnected into the Entergy and Tennessee
Valley Authority transmission systems.
LSP Energy Limited Partnership, LSP Energy, Inc., LSP Batesville
Holding, LLC, and LSP Batesville Funding Corporation filed
separate Chapter 11 bankruptcy petitions (Bankr. D. Del. Lead Case
No. 12-10460) on Feb. 10, 2012.
LSP owns and operates an electric generation facility located in
Batesville, Mississippi. The Facility consists of three gas-fired
combined cycle electric generators with a total generating
capacity of roughly 837 megawatts and is electrically
interconnected into the Entergy and Tennessee Valley Authority
transmission systems. LSP's principal assets are the Facility and
the 58-acre parcel of real property on which it is located, as
well as its rights under a tolling agreements.
LSP filed bankruptcy to complete an orderly sale of its assets or
the ownership interests of LSP Holding in LSP, LSP Energy and LSP
Funding for the benefit of all stakeholders. The remaining three
Debtors filed bankruptcy due to their relationship as affiliates
of LSP and their ultimate obligations on a significant portion of
LSP's secured bond debt. The Debtors also suffered losses due to
a mechanical failure of a combustion turbine at their facility and
resultant business interruption.
LSP Energy is the general partner of LSP. LSP Holding is the
limited partner of LSP and the 100% equity holder of LSP Energy
and LSP Funding. LSP Funding is a co-obligor on the Debtors' bond
debt, and each of LSP Energy and LSP Holding has pledged their
equity interests in LSP and LSP Funding as collateral for the bond
debt.
No statutorily authorized creditors' committee has yet been
appointed in the Debtors' cases by the United States Trustee.
Judge Mary F. Walrath oversees the case. Lawyers at Whiteford
Taylor & Preston LLC serve as the Debtors' counsel.
LSP has a $20 million secured loan provided by lenders including
John Hancock Financial Services Inc. LSP was forced into
bankruptcy following mechanical problems that took one of three
units out of service.
Bondholders have claims for $211 million on two series of secured
bonds. In addition, there was a $3.9 million working capital
facility and $23.3 million in secured debt owing to an affiliate
of Siemens AG, which repairs and maintains the facility.
The Court authorized the Debtors to sell of the facility to the
highest bidder South Mississippi Electic Power Association.
MARKETING WORLDWIDE: SGI Group Discloses 9.9% Equity Stake
----------------------------------------------------------
In a Schedule 13G filing with the U.S. Securities and Exchange
Commission, SGI Group, LLC, disclosed that, as of Dec. 13, 2012,
it beneficially owns 28,876,000 shares of common stock of
Marketing Worldwide Corporation representing 9.93% of the shares
outstanding. A copy of the filing is available for free at:
http://is.gd/5xJPz5
About Marketing Worldwide
Based in Howell, Michigan, Marketing Worldwide Corporation
operates through the holding company structure and conducts its
business operations through its wholly owned subsidiaries
Colortek, Inc., and Marketing Worldwide, LLC.
Marketing Worldwide, LLC, is a complete design, manufacturer and
fulfillment business providing accessories for the customization
of vehicles and delivers its products to large global automobile
manufacturers and certain Vehicle Processing Centers primarily in
North America. MWW operates in a 23,000 square foot leased
building in Howell Michigan.
Colortek, Inc., is a Class A Original Equipment painting facility
and operates in a 46,000 square foot owned building in Baroda,
which is in South Western Michigan. MWW invested approximately
$2 million into this paint facility and expects the majority of
its future growth to come from this business.
The Company reported a net loss of $2.27 million for the year
ended Sept. 30, 2011, compared with a net loss of $2.34 million
during the prior year.
The Company's balance sheet at June 30, 2012, showed $1.14 million
in total assets, $11.94 million in total liabilities and a $10.80
million total deficiency.
After auditing the financial statements for the year ended
Dec. 31, 2011, RBSM LLP, in New York, expressed substantial doubt
about the Company's ability to continue as a going concern
following the Company's 2011 financing results. The independent
auditors noted that the Company has generated negative cash flows
from operating activities, experienced recurring net operating
losses, is in default of loan certain covenants, and is dependent
on securing additional equity and debt financing to support its
business efforts.
MEDIA HOLDCO: Moody's Assigns 'B1' Corp. Family Rating
------------------------------------------------------
Moody's Investors Service assigned Media Holdco, LP (ION Holdco) a
B1 Corporate Family Rating (CFR), B2 Probability of Default Rating
(PDR), and B2 rating to its proposed $255 million Term Loan B due
2018. ION Holdco intends to utilize the net proceeds to fund a
buyout of its other equity holders. In conjunction with the
transaction, Black Diamond Capital Management (Black Diamond) will
become the sole shareholder of ION Holdco, whose primary asset is
an 87% equity interest in Ion Media Networks, Inc. (ION Media).
This is an initial public rating for ION Holdco. The rating
outlook is stable.
Assignments:
Issuer: Media Holdco, LP
Corporate Family Rating, Assigned B1
Probability of Default Rating, Assigned B2
Senior Secured Bank Credit Facility, Assigned a B2, LGD4 - 52%
Outlook Actions:
Issuer: Media Holdco, LP
Outlook, Assigned Stable
Ratings Rationale
ION Holdco's B1 CFR reflects the company's small size and market
position among television network operators, good national
broadcast distribution and channel positioning, reliance on
licensed third party library content for a majority of its
programming, moderate leverage, lack of full ownership of ION
Media and event risks related to equity sponsor Black Diamond's
control. ION Media is in the midst of an ongoing shift in its
programming mix toward syndicated television shows and movies and
away from infomercials. As a result, the revenue base is shifting
toward audience-based CPM advertising and away from infomercials
and direct response, although these two categories still represent
approximately 54% of estimated 2012 revenue. The strategy shift
began in September 2008 and gained traction following the
company's emergence from bankruptcy in December 2009 with revenue
and EBITDA growing significantly over the last three years.
The programming shift is improving ratings relative to those
generated from infomercials but requires a higher level of fixed
content spending. ION Media has demonstrated a disciplined buying
strategy that is in part based on the observable audience ratings
for the programming during its first run cycle. But there are
inherent risks in evaluating the costs relative to the potential
audience and revenue generated from library content including
dependence on continued cost-effective access to third party
programming. This creates less ability to monetize content in
emerging digital distribution outlets as a hedge against
technology-driven shifts in consumer television viewing as well as
exposure to third party content-owners' right to distribute in
emerging distribution channels. Moody's believes these factors
create elevated risk of audience and revenue erosion over the
longer-term.
Client spending on advertising, infomercials and direct response
is also subject to cyclical volatility based on economic
conditions. A growing percentage of fixed programming outlays
creates downside risk to EBITDA when clients pull back on
spending.
Moody's expects advertising revenue to trend higher as more hours
are shifted to scripted programming and away from infomercials.
However, fully monetizing the audience could be challenging due to
the focus on non-exclusive library programming, and on an audience
that is older with lower median household income than most of the
channels with which it competes for viewers. Moody's projects mid
to low single digit revenue growth over the next few years
assuming continued modest economic expansion, with downside risk
should the impact of the fiscal cliff or other factors weaken the
economy. Moody's expects increased marketing investment in an
effort to grow carriage fees (roughly 1% of 2012 revenue) as well
as growing content investment to reduce EBITDA in 2013.
ION Holdco's debt-to-EBITDA is projected to be in mid 3x range in
2013 (incorporating Moody's standard adjustments and programming
spending on a cash basis, and excluding the minority interest
share of ION Media's EBITDA). Moody's expects ION Media to
distribute a portion of its cash flow to equity holders (including
ION Holdco), and to generate approximately $25 million of free
cash flow in 2013 and 2014 after distributions. ION Holdco is
dependent on distributions from ION Media to generate free cash
flow, and Moody's expects the organization will maintain
sufficient liquidity to fund debt service over the next several
years. The large portfolio of broadcast television stations
provides support to asset value.
Moody's is using an above average (65%) mean family recovery rate
assumption that is typical for bank-only structures in Moody's
Loss Given Default Methodology. This drives the one notch
difference between the B2 PDR and the B1 CFR. The B2 rating on the
proposed term loan reflects the structural subordination to the
liabilities of ION Media (including an undrawn $50 million
revolver) due to the absence of upstream guarantees. Because ION
Holdco does not own 100% of ION Media, term loan lenders do not
have full access to ION Media's cash flow and there is leakage to
minority investors for any distributions from ION Media. The term
loan is secured only by the shares of ION Media held by ION Holdco
(currently 87%). This stake could be diluted down to approximately
77.5% if the remaining warrants held by pre-petition creditors are
exercised. Event risk related to Black Diamond's control exists,
including the potential use of cash and additional debt to fund
buyouts of remaining minority investors.
ION Holdco has a good liquidity position for the next 12-15 months
supported by a sizable cash balance at ION Media (approximately
$62 million as of 9/30/12 pro forma for the proposed financing)
and roughly $25 million of projected free cash flow. Moody's does
not expect the company will be reliant on ION Media's undrawn $50
million revolver that will mature five years from the closing. The
cash sources provide good coverage of the 1% required term loan
amortization ($2.55 million). Moody's expects the company to
maintain an EBITDA cushion of at least 20% within the maximum
leverage and minimum interest coverage covenants in the term loan
and revolver.
The stable rating outlook reflects Moody's view that the U.S.
economy will continue to grow modestly, that ION Holdco will have
sufficient cash and cash flow to fund debt service and that ION
Media will continue to increase its programming investment and
generate at least $20 million of annual free cash flow. Moody's
also anticipates Ion Holdco will maintain a good liquidity
position and refrain from debt-funded acquisitions or shareholder
distributions over the next 12-18 months.
An upgrade could occur if the company steadily improves revenue
and cash flow generation, maintains a steady to growing audience
through its content investments, reduces reliance on cyclical
revenue, and sustains debt-to-EBITDA comfortably below 3x. The
company would also need to maintain a good liquidity position to
be considered for an upgrade.
ION Holdco's ratings could be downgraded if debt-to-EBITDA
leverage exceeds 4.0x due to an erosion of audience, revenue or
cash flow generation, or as a result of acquisitions or
shareholder distributions. A deterioration in the company's
liquidity position could also lead to a downgrade. ION Holdco's
term loan rating could be downgraded if the amount of structurally
senior debt at ION increases even if the CFR is unchanged.
The principal methodology used in rating ION Holdco was the
Broadcast and Advertising Related Industry Methodology published
in May 2012. Other methodologies used include Loss Given Default
for Speculative-Grade Non-Financial Companies in the U.S., Canada
and EMEA published in June 2009.
ION Holdco, headquartered in West Palm Beach, FL, is the 87% owner
of ION Media Networks, Inc., which owns and operates the ION
television network through a geographically diversified group of
wholly-owned broadcast stations in the U.S. ION also owns and
operates the Qubo, ION Life and Dyle television networks. Revenue
for the 12 months ended September 2012 was approximately $333
million.
MEDYTOX SOLUTIONS: Acquires 50% Stake in Biohealth for $265,125
---------------------------------------------------------------
Medytox Diagnostics, Inc., a wholly owned subsidiary of Medytox
Solutions, Inc., pursuant to two Stock Purchase Agreements,
purchased an aggregate of 50.5% of the outstanding common stock of
Biohealth Medical Laboratory, Inc., from Balbino Suarez and Luisa
G. Suarez, previously the sole owners. Biohealth is a licensed
clinical laboratory and an enrolled Medicare provider.
The purchase price for the shares of common stock was an aggregate
of $265,125, consisting of an aggregate payment of $100,000 in
cash at closing and the delivery of a $165,125 promissory note by
Diagnostics. The note is guaranteed by the Company. The
Agreements contain customary representations, warranties and
covenants of the parties. Each party agreed to indemnify the
other in the event of any breaches of applicable representations
and warranties. The note is due on Aug. 7, 2013. Three principal
payments will be made: $75,000 payable on Feb. 7, 2013, $75,000
payable on May 7, 2013, and $15,125 payable on Aug. 13, 2013. The
note may be prepaid at any time without premium or penalty. The
note is secured by the shares of common stock purchased from
Balbino Suarez. The note may be accelerated in the event of
nonpayment after notice or upon certain bankruptcy events relating
to Diagnostics.
In connection with the Company's loan from TCA Global Credit
Master Fund, LP, Biohealth will guarantee the loan and pledge
substantially all of its assets as security for the loan.
There are no material relationships between the Company,
Diagnostics or any of their affiliates or either of Balbino Suarez
or Luisa G. Suarez, other than with respect to the Purchase
Agreements.
About Medytox Solutions
West Palm Beach, Florida-based Medytox Solutions, Inc., formerly
Casino Players, Inc., is a provider of laboratory services
specializing in providing blood and urine drug toxicology to
physicians, clinics and rehabilitation facilities in the United
States.
Peter Messineo, CPA, in Palm Harbor, Florida, expressed
substantial doubt about Medytox Solutions' ability to continue as
a going concern following the 2011 financial results. The
independent auditor noted that the Company has an accumulated
deficit and negative cash flows from operations, and additionally,
there is certain litigation involving a consolidated entity which
is unresolved.
The Company reported net income of $92,701 of $3.99 million of
revenues for 2011, compared with a net loss of $327,041 on
$77,591 of revenues for 2010.
The Company's balance sheet at Sept. 30, 2012, showed $6.09
million in total assets, $7.35 million in total liabilities and a
$1.25 million total stockholders' deficit.
MERRIMACK PHARMACEUTICALS: Gets $15-Mil. Add'l Loan from Hercules
-----------------------------------------------------------------
Merrimack Pharmaceuticals, Inc., received an additional term loan
advance of $15 million under its Loan and Security Agreement,
dated as of Nov. 8, 2012, with Hercules Technology Growth Capital,
Inc. The Second Advance represents the final advance under the
Loan Agreement and increases the aggregate principal amount under
the Company's term loan with Hercules to $40 million.
The term loan bears interest at an annual rate equal to the
greater of 10.55% and 10.55% plus the prime rate of interest minus
5.25%, but may not exceed 12.55%. The Loan Agreement provides for
interest-only payments for 12 months and repayment of the
aggregate outstanding principal balance of the loan in monthly
installments starting on Dec. 1, 2013, and continuing through
May 1, 2016. If the Company receives aggregate gross proceeds of
at least $75 million in one or more transactions prior to Dec. 1,
2013, including pursuant to a financing or collaboration, the
Company may elect to extend the interest-only period by six months
so that the aggregate outstanding principal balance of the loan
would be repaid in monthly installments starting on June 1, 2014,
and continuing through Nov. 1, 2016. At the Company's option, the
Company may elect to prepay all or any part of the outstanding
term loan without penalty.
About Merrimack
Cambridge, Mass.-based Merrimack Pharmaceuticals, Inc., a
biopharmaceutical company discovering, developing and preparing to
commercialize innovative medicines consisting of novel
therapeutics paired with companion diagnostics. The Company's
initial focus is in the field of oncology. The Company has five
programs in clinical development. In it most advanced program,
the Company is conducting a pivotal Phase 3 clinical trial.
As reported in the TCR on April 9, 2012, PricewaterhouseCoopers
LLP, in Boston, Massachusetts, expressed substantial doubt about
Merrimack Pharmaceuticals' ability to continue as a going concern,
following the Company's results for the fiscal year ended Dec. 31,
2011. The independent auditors noted that the Company has
suffered recurring losses from operations and has insufficient
capital resources available as of Dec. 31, 2011, to fund planned
operations through 2012.
The Company's balance sheet at Sept. 30, 2012, showed $123.21
million in total assets, $110.19 million in total liabilities,
$222,000 in non-controlling interest, and $12.79 million in total
stockholders' equity.
MF GLOBAL: U.S. and UK Units Reach Key Agreements
-------------------------------------------------
James W. Giddens, Trustee for the Securities Investor Protection
Act (SIPA) liquidation of MF Global Inc. (MFGI), and Richard Heis,
a Joint Administrator of MF Global UK Ltd. (MFGUK), jointly
announced that they have reached an agreement to resolve all
claims between the two entities, including the 30.7 client assets
and repo to maturity valuation disputes currently before the High
Court of England. Mr. Giddens has filed a motion with the United
States Bankruptcy Court for the Southern District of New York, the
Honorable Judge Martin Glenn presiding, seeking entry of an order
approving the agreement.
Simultaneously, Mr. Giddens and the Chapter 11 Trustee for MF
Global Holdings Ltd., et al, (MFGH), Louis J. Freeh, have agreed
to resolve all claims between their respective estates. Further,
MFGH and MFGUK have agreed to resolve the claims between their
respective estates and the litigation commenced by MFGH against
MFGUK, subject to the satisfaction of certain conditions.
Combined, the agreements are expected to benefit customers and
creditors of the primary MF Global insolvency estates worldwide:
MF Global Inc., MF Global UK Ltd. and MF Global Holdings Ltd. The
agreements, which are subject to certain conditions being
satisfied before they become effective, put in place the key
conditions needed for these estates to make significant
distributions by avoiding lengthy and costly litigation, providing
additional certainty on the total value of claims against the
estates and reducing required reserves held against such claims.
"These agreements are in the best interests of former customers
and other creditors and allow us to request court approval for
significant additional distributions for securities and
commodities customers," said Giddens. "Resolving complex issues
with these entities marks a critical milestone in administering
the MF Global Inc. estate. The agreements could not have come
about without cooperation from all parties and the involvement of
the Securities Investor Protection Corporation, the Commodity
Futures Trading Commission and the Securities and Exchange
Commission. We are now focused on court approval, satisfying the
conditions to the agreements and making additional distributions."
"Our agreement with MF Global Inc. will clear important obstacles
and allow us to significantly reduce reserves that have blocked us
from additional distributions to the former customers and
creditors of MF Global UK," Heis said. "Mainly as a result of
litigation, we have been able to distribute only some 10 percent
of the approximately US$2.5 billion that we have collected. This
settlement, if concluded, will allow a major escalation in this,
and we will move quickly to get money in agreed claimants' pockets
at the earliest opportunity."
MF Global Inc. and MF Global UK Ltd. Agreement
As a result of the agreement between MFGI and MFGUK, it is
estimated that between US$500 million and US$600 million would be
ultimately returned to the MFGI estate, depending on final payout
rates from the MFGUK client money and general creditor estates.
Mr. Giddens anticipates the possibility of 100 percent
satisfaction of allowed securities customers' claims and
significant additional distributions to commodities customers who
traded on US exchanges (4d funds) and commodities customers who
traded on non-US exchanges (30.7 funds). Mr. Giddens has filed an
application for additional distributions with the Bankruptcy
Court.
The Joint Special Administrators will early in January produce a
further updated estimated outcome statement showing the projected
position of MFGUK post-settlement and an estimate of the increase
in the client money distribution percentage and the amount of an
initial dividend. The Joint Special Administrators will seek to
pay as soon as possible after the settlement becomes effective.
The Joint Special Administrators approached Mr. Giddens and his
team with substantial relevant information developed by KPMG and
the management and staff of MFGUK concerning the financial
position of the MFGUK estate. This allowed Mr. Giddens to conduct
a detailed review, which determined there is reasonable basis for
the projected payments from MFGUK to MFGI, although the ultimate
amounts recovered are not guaranteed.
The parties are grateful for the cross-border cooperation between
the staffs of Mr. Giddens and the Joint Special Administrators at
KPMG. The Joint Special Administrators also have welcomed the
assistance the Financial Services Authority has provided
throughout the special administration.
All currently pending litigation between MFGI and MFGUK will be
temporarily suspended to allow for completion of the agreement.
The agreement is not an admission of liability in relation to 30.7
issues before the High Court of England, or any comment upon the
merits of the 30.7 litigation or the legal issues that arise in
relation to it or in relation to the effect of Rule 30.7 of the
United States Commodity Futures Trading Commission.
Conditions that must be completed before the agreement becomes
effective include the Bankruptcy Court making an order that (i)
approves the settlement, (ii) prohibits MFGI 30.7 customers from
making or continuing claims against MFGUK that are duplicative of
claims made by MFGI, and (iii) requires 30.7 customers with
allowed claims with a value of greater than $12,000 to give a
release in favor of MFGUK in respect of any duplicative claims as
a condition to receiving further payment from MFGI. The agreement
is also conditional upon MFGH withdrawing its litigation against
MFGUK.
About MF Global
New York-based MF Global (NYSE: MF) -- http://www.mfglobal.com/--
is one of the world's leading brokers of commodities and listed
derivatives. MF Global provides access to more than 70 exchanges
around the world. The firm is also one of 22 primary dealers
authorized to trade U.S. government securities with the Federal
Reserve Bank of New York. MF Global's roots go back nearly 230
years to a sugar brokerage on the banks of the Thames River in
London.
MF Global Holdings Ltd. and MF Global Finance USA Inc. filed
voluntary Chapter 11 petitions (Bankr. S.D.N.Y. Case Nos. 11-15059
and 11-5058) on Oct. 31, 2011, after a planned sale to Interactive
Brokers Group collapsed. As of Sept. 30, 2011, MF Global had
$41,046,594,000 in total assets and $39,683,915,000 in total
liabilities. It is easily the largest bankruptcy filing so far
this year.
Judge Honorable Martin Glenn presides over the Chapter 11 case.
J. Gregory Milmoe, Esq., Kenneth S. Ziman, Esq., and J. Eric
Ivester, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, serve
as bankruptcy counsel. The Garden City Group, Inc., serves as
claims and noticing agent. The petition was signed by Bradley I.
Abelow, Executive Vice President and Chief Executive Officer of MF
Global Finance USA Inc.
The Securities Investor Protection Corporation commenced
liquidation proceedings against MF Global Inc. to protect
customers. James W. Giddens was appointed as trustee pursuant to
the Securities Investor Protection Act. He is a partner at Hughes
Hubbard & Reed LLP in New York.
Jon Corzine, the former New Jersey governor and co-CEO of
Goldman Sachs Group Inc., stepped down as chairman and chief
executive officer of MF Global just days after the bankruptcy
filing.
U.S. regulators are investigating about $633 million missing from
MF Global customer accounts, a person briefed on the matter said
Nov. 3, according to Bloomberg News.
Bankruptcy Creditors' Service, Inc., publishes MF GLOBAL
BANKRUPTCY NEWS. The newsletter tracks the Chapter 11 proceeding
undertaken by MF Global Holdings and other insolvency and
bankruptcy proceedings undertaken by its affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000 )
MGM RESORTS: Offering $1.2 Billion of 6.625% Senior Notes
---------------------------------------------------------
MGM Resorts International filed with the U.S. Securities and
Exchange Commission a free writing prospectus relating to the
offering of $1,250,000,000 aggregate principal amount of 6.625%
Senior Notes due 2021, which constitutes an increase of
$250,000,000 from the preliminary prospectus supplement and the
net proceeds of which will reduce amounts required to be borrowed
under the revolving credit portion of the Company's New Credit
Facility. The Notes will mature on Dec. 15, 2021.
Interest is payable every 15th day of June and 15th day of
December, commencing June 15, 2013.
Joint Physical Book-Running Managers of the offering are Barclays
Capital Inc. and J.P. Morgan Securities LLC.
Joint Book-Running Managers are:
Merrill Lynch, Pierce, Fenner & Smith
Incorporated
Deutsche Bank Securities Inc.
BNP Paribas Securities Corp.
RBS Securities Inc.
Citigroup Global Markets Inc.
Credit Agricole Securities (USA) Inc.
SMBC Nikko Capital Markets Limited
A copy of the FWP is available for free at http://is.gd/jTFiAY
http://is.gd/jTFiAY
About MGM Resorts
MGM Resorts International (NYSE: MGM) --
http://www.mgmresorts.com/-- has significant holdings in gaming,
hospitality and entertainment, owns and operates 15 properties
located in Nevada, Mississippi and Michigan, and has 50%
investments in four other properties in Nevada, Illinois and
Macau.
The Company reported net income of $3.23 billion in 2011 and a net
loss of $1.43 billion in 2010.
MGM's balance sheet at Sept. 30, 2012, showed $27.83 billion in
total assets, $18.56 billion in total liabilities, and
$9.26 billion in total stockholders' equity.
Bankruptcy Warning
In the Form 10-K for the year ended Dec. 31, 2011, the Company
said that any default under the senior credit facility or the
indentures governing the Company's other debt could adversely
affect its growth, its financial condition, its results of
operations and its ability to make payments on its debt, and could
force the Company to seek protection under the bankruptcy laws.
* * *
As reported by the TCR on Nov. 14, 2011, Standard & Poor's Ratings
Services raised its corporate credit rating on MGM Resorts
International to 'B-' from 'CCC+'. In March 2012, S&P revised
the outlook to positive from stable.
"The revision of our rating outlook to positive reflects strong
performance in 2011 and our expectation that MGM will continue to
benefit from the improving performance trends on the Las Vegas
Strip," S&P said.
In March 2012, Moody's Investors Service affirmed its B2 corporate
family rating and probability of default rating. The affirmation
of MGM's B2 Corporate Family Rating reflects Moody's view that
positive lodging trends in Las Vegas will continue through 2012
which will help improve MGM's leverage and coverage metrics,
albeit modestly. Additionally, the company's declaration of a $400
million dividend ($204 million to MGM) from its 51% owned Macau
joint venture due to be paid shortly will also improve the
company's liquidity profile. The ratings also consider MGM's
recent bank amendment that resulted in about 50% of its
$3.5 billion senior credit facility being extended one year from
2014 to 2015.
As reported by the TCR on Oct. 15, 2012, Fitch Ratings has
affirmed MGM Resorts International's (MGM) Issuer Default Rating
(IDR) at 'B-' and MGM Grand Paradise, S.A.'s (MGM Grand Paradise)
IDR at 'B+'.
MORGAN'S FOODS: Reports $125,000 Net Income in Nov. 4 Quarter
-------------------------------------------------------------
Morgan's Foods, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing net income
of $125,000 on $20.06 million of revenue for the quarter ended
Nov. 4, 2012, compared with a net loss of $93,000 on $19.27
million of revenue for the same period a year ago.
For the 36 weeks ended Nov. 4, 2012, the Company reported net
income of $370,000 on $61.01 million of revenue, compared with a
net loss of $567,000 on $58.35 million of revenue for the same
period during the prior year.
The Company's balance sheet at Nov. 4, 2012, showed $52.57 million
in total assets, $53.24 million in total liabilities and a
$675,000 total shareholders' deficit.
A copy of the Form 10-Q is available for free at:
http://is.gd/CV9CG2
About Morgan's Foods
Cleveland, Ohio-based Morgan's Foods, Inc., which was formed in
1925, operates KFC restaurants under franchises from KFC
Corporation, Taco Bell restaurants under franchises from Taco Bell
Corporation, Pizza Hut Express restaurants under licenses from
Pizza Hut Corporation and an A&W restaurant under a license from
A&W Restaurants, Inc.
As of May 20, 2011, the Company operates 56 KFC restaurants,
5 Taco Bell restaurants, 10 KFC/Taco Bell "2n1's" under franchises
from KFC Corporation and franchises from Taco Bell Corporation,
3 Taco Bell/Pizza Hut Express "2n1's" under franchises from Taco
Bell Corporation and licenses from Pizza Hut Corporation,
1 KFC/Pizza Hut Express "2n1" under a franchise from KFC Corp. and
a license from Pizza Hut Corporation and 1 KFC/A&W "2n1" operated
under a franchise from KFC Corporation and a license from A&W
Restaurants, Inc.
The Company reported a net loss of $1.68 million for the year
ended Feb. 26, 2012, compared with a net loss of $988,000 for the
year ended Feb. 27, 2011.
MOTORS LIQUIDATION: Court OKs Liquidation of New GM Securities
--------------------------------------------------------------
The Bankruptcy Court authorized Wilmington Trust Company, solely
in its capacity as trust administrator and trustee of the Motors
Liquidation Company GUC Trust, to liquidate shares of common stock
and warrants of General Motors Company to fund expected fees,
costs, and expenses of the GUC Trust.
Pursuant to the authority granted by the Sale Order, the GUC Trust
Administrator plans to sell New GM Securities, the cash proceeds
of which are expected to approximate $17,852,400.
A copy of the Order is available at http://is.gd/tjV4iS
About Motors Liquidation
General Motors Corporation 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.
On Dec. 15, 2011, Motors Liquidation Company was dissolved. On
the Dissolution Date, pursuant to the Plan and the Motors
Liquidation Company GUC Trust Agreement, dated March 30, 2011,
between the parties thereto, the trust administrator and trustee
-- GUC Trust Administrator -- of the Motors Liquidation Company
GUC Trust, assumed responsibility for the affairs of and certain
claims against MLC and its debtor subsidiaries that were not
concluded prior to the Dissolution Date.
MPG OFFICE: Relieved of Obligation to Pay $44.4MM Mortgage Loan
---------------------------------------------------------------
MPG Office Trust, Inc., announced that a trustee sale was held on
Dec. 14, 2012, with respect to 3800 Chapman, an office property
located in Central Orange County.
As a result of the foreclosure, the Company was relieved of the
obligation to repay the $44.4 million mortgage loan secured by the
property as well as accrued contractual and default interest on
the mortgage loan. In addition, the Company received a general
release of claims under the loan documents pursuant to an in-place
agreement with the special servicer of the mortgage loan. The
Company's Operating Partnership, MPG Office, L.P., had previously
received a release from the special servicer from all claims under
the guaranty of partial payment.
About MPG Office Trust
MPG Office Trust, Inc., fka Maguire Properties Inc. --
http://www.mpgoffice.com/-- is the largest owner and operator of
Class A office properties in the Los Angeles central business
district and is primarily focused on owning and operating high-
quality office properties in the Southern California market. MPG
Office Trust is a full-service real estate company with
substantial in-house expertise and resources in property
management, marketing, leasing, acquisitions, development and
financing.
The Company has been focused on reducing debt, eliminating
repayment and debt service guarantees, extending debt maturities
and disposing of properties with negative cash flow. The first
phase of the Company's restructuring efforts is substantially
complete and resulted in the resolution of 18 assets, relieving
the Company of approximately $2.0 billion of debt obligations and
potential guaranties of approximately $150 million.
The Company reported net income of $98.22 million in 2011,
compared with a net loss of $197.93 million in 2010.
The Company's balance sheet at Sept. 30, 2012, showed
$1.86 billion in total assets, $2.59 billion in total liabilities,
and a $729.16 million total deficit.
NAVISTAR INTERNATIONAL: OKs 5,000 Stock Options to Directors
------------------------------------------------------------
The Nominating and Governance Committee of the Board recommended,
and on Dec. 11, 2012, the Board approved the fiscal year 2013 non-
employee director stock option grants amounting to 5,000. The
stock option grants vest equally over a 3 year period and have a 7
year term with an exercise price of $21.015.
The Non-Employee Director Stock Option Grants will be awarded
under, and are subject to the terms and conditions of, the
Corporation's 2004 Performance Incentive Plan, as amended and
restated as of April 19, 2010.
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.
The Company's balance sheet at July 31, 2012, showed
$11.14 billion in total assets, $11.50 billion in total
liabilities, and a $363 million total stockholders' deficit.
* * *
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.
NEDAK ETHANOL: Missed $26.5MM Payment; Property Foreclosure Seen
----------------------------------------------------------------
NEDAK Ethanol, LLC, is in default under its loan agreements with
both its senior lender, AgCountry Farm Credit Services, FLCA, and
its tax increment financing lender, Arbor Bank and both the Senior
Lender and the TIF lender have accelerated the repayment of all
amounts due under the respective loan agreements and informed the
Company that they intend to exercise their remedies under the
respective loan agreements and take those actions as deemed
necessary or desirable to protect their interest in the collateral
which includes all or substantially all of the assets of the
Company.
The Senior Lender recorded a Substitution of Trustee under the
Deed of Trust, Security Agreement, Assignment of Leases and Rents
and Fixture Financing Statement, as amended, which secures the
indebtedness under the Senior Lender loan documents and on Oct. 8,
2012, the substitute trustee recorded a Notice of Default and
Election to Sell the trust property. The trust property includes
the plant site, the transload site, the Company's leased property
and easements.
The Company had two months following the recording of the Election
to Sell Notice to cure the defaults under the Senior Lender loan
agreements and pay the entire unpaid principal sum secured by the
Deed of Trust in the amount of $25,497,877, accrued late charges
in the amount of $163,672 and accrued interest which was $828,345
as of Oct. 9, 2012. The two-month cure period lapsed on Dec. 8,
2012, and the Company has not cured the defaults under the Senior
Lender loan documents. Because the Company did not cure the
defaults, the substitute trustee has the right to initiate
foreclosure proceedings to sell the trust property at a sheriff's
sale in accordance with applicable law in order to satisfy the
unpaid obligations of the Company under the Senior Lender loan
agreements.
The Company continues to explore all of its options including,
without limitation (i) continued discussions with the Senior
Lender and the TIF Lender, (ii) seeking new sources of financing
and (iii) searching for potential purchasers of the Company or its
assets. However, the Company can give no assurance that it will
obtain sufficient funds from any sources to enable the Company to
cure the defaults under its loan agreements with its lenders or
that if it can obtain any additional financing, that such
financing would be sufficient to restart production at the plant
and commence operations. The Company also can give no assurance
that it will be able to find a potential purchaser of the Company
or its assets, reach any agreement with its lenders that will
enable the Company to restructure its current indebtedness or
otherwise avoid the initiation and completion of the foreclosure
proceedings.
The Company expects that if a foreclosure sale is completed, upon
the conclusion of the foreclosure proceedings, there will not be
any monies or assets available to distribute to its members or
creditors other than the Senior Lender.
About NEDAK Ethanol
Atkinson, Neb.-based NEDAK Ethanol, LLC
-- http://www.nedakethanol.com/-- operates a 44 million gallon
per year ethanol plant in Atkinson, Nebraska, and produces and
sells fuel ethanol and distillers grains, a co-product of the
ethanol production process. Sales of ethanol and distillers
grains began in January 2009.
NEDAK Ethanol reported a net loss of $781,940 on $152.11 million
of revenue in 2011, compared with a net loss of $2.08 million on
$94.77 million of revenue in 2010.
The Company's balance sheet at March 31, 2012, showed
$73.42 million in total assets, $33.68 million in total
liabilities, $10.80 million in preferred units Class B, and
$28.93 million in total members' equity.
Amends Agreement with AgCountry
In February 2007, the Company entered into a master credit
agreement with AgCountry Farm Credit Services FCA regarding a
senior secured credit facility. As of Dec. 31, 2010, and
throughout 2011, the Company was in violation of several loan
covenants required under the original credit agreement and
therefore, the Company was in default under the credit agreement.
However, the Company entered into a forbearance agreement with
AgCountry which remained effective until June 30, 2011. This
default resulted in all debt under the original credit agreement
being classified as current liabilities effective as of Dec. 31,
2010. The loan covenants under the original credit agreement
included requirements for minimum working capital of $6,000,000,
minimum current ratio of 1.20:1.00, minimum tangible net worth of
$41,000,000, minimum owners' equity ratio of 50%, and a minimum
fixed charge coverage ratio of 1.25:1.00, and also included
restrictions on distributions and capital expenditures.
On Dec. 31, 2011, the Company and AgCountry entered into an
amended and restated master credit agreement pursuant to which the
parties agreed to restructure and re-document the loans and other
credit facilities provided by AgCountry.
Under the amended agreement, the Company is required to make level
monthly principal payments of $356,164 through Feb. 1, 2018.
Beginning on Sept. 30, 2012, and the last day of the first,
second, and third quarters thereafter, the Senior Lender will make
a 100% cash flow sweep of the Company's operating cash balances in
excess of $3,600,000 to be applied to the principal balance. In
addition, the Company is required to make monthly interest
payments at the one month LIBOR plus 5.5%, but not less than 6.0%.
The interest rate was 6.0% as of Dec. 31, 2011. In addition to
the monthly scheduled payments, the Company made a special
principal payment in the amount of $7,105,272 on Dec. 31, 2011.
As of Dec. 31, 2011, and 2010, the Company had $26,000,000 and
$38,026,321 outstanding on the loan, respectively.
NEW ENERGY: Ethanol Plant Goes Up for Auction Jan. 29
-----------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the 100 million-gallon-a-year ethanol plant near
South Bend, Indiana, belonging to New Energy Corp. goes up for
auction on Jan. 29. Under auction procedures approved Dec. 19 by
the U.S. Bankruptcy Court in South Bend, Indiana, bids are due
initially on Jan. 23. A hearing to approve the sale is set for
Feb. 5. New Energy filed for Chapter 11 protection on Nov. 9.
The report notes that the U.S. Energy Department, a secured term-
loan lender owed $33.3 million, demanded a Chapter 11 sale after
violation of the latest forbearance agreement. There is a secured
revolving credit with L.F. Financial LLC with $7.2 million owing.
About New Energy Corp.
New Energy Corp. filed a Chapter 11 petition (Bankr. N.D. Ind.
Case No. 12-33866) in South Bend, Indiana, on Nov. 9, 2012.
The Debtor's ethanol facility is the first large-scale Greenfield
ethanol plant constructed in the U.S. and is capable of producing
100 million gallons of ethanol per year. The Debtors has operated
continuously, without interruption since 1984. The Debtor's
operations generated over $280 million in revenue in 2011.
At historical production rates, the Company employs 85 to 90
people to run operations, power the plant and to administer the
business operations of the Debtor.
Jeffrey J. Graham, Esq., at Taft Stettinius & Hollister LLP, in
Indianapolis, serves as counsel. The Debtor estimated assets of
at least $10 million and liabilities of at least $50 million.
NEW ENGLAND: Files for Chapter 11 Bankruptcy
--------------------------------------------
New England Compounding Center has 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 also announced the appointment of Keith D. Lowey 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."
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."
NEWPAGE CORP: Completes Restructuring, Emerges from Chapter 11
--------------------------------------------------------------
NewPage Corporation has successfully completed its financial
restructuring and has officially emerged from Chapter 11
bankruptcy protection pursuant to its Modified Fourth Amended
Chapter 11 Plan (the "Plan"), confirmed on Dec. 14, 2012, by the
U.S. Bankruptcy Court for the District of Delaware in Wilmington.
In conjunction with the Plan, NewPage closed on its exit
financing, consisting of a $500 million term loan facility led by
Goldman Sachs Lending Partners LLC and a $350 million revolving
credit facility led by J.P. Morgan Securities LLC.
"This is an exciting day for all of us at NewPage," said George F.
Martin, president and chief executive officer. "We have
successfully completed our restructuring, and we have emerged as a
financially sound company. This step helps to solidify our
position as the leading North American producer of printing and
specialty papers. We look forward to continuing to provide our
customers with exceptional service and high-quality products,
operating safe and efficient mills and being a responsible
community member."
Mr. Martin continued, "I would like to thank our customers and
suppliers for their support during this process. I would also
like to extend my gratitude to our employees for their hard work
and tireless dedication throughout the reorganization and the
challenging period leading up to it."
Jay A. Epstein, senior vice president and chief financial officer
for NewPage, added, "Through the reorganization process, we
significantly reduced our debt and emerged with a sustainable
capital structure. Our exit facility will provide ample liquidity
to meet all of our working capital and capital investment needs."
NewPage wishes to express its appreciation to Judge Kevin Gross
for successfully shepherding the case through the Chapter 11
process and protecting 6,000 jobs, and to Judge Robert Drain for
mediating the economic settlement that paved the way for a
consensual Chapter 11 Plan.
About NewPage Corp
Headquartered in Miamisburg, Ohio, NewPage Corporation was the
leading producer of printing and specialty papers in North
America, based on production capacity, with $3.6 billion in net
sales for the year ended Dec. 31, 2010. NewPage owns paper mills
in Kentucky, Maine, Maryland, Michigan, Minnesota, Wisconsin and
Nova Scotia, Canada.
NewPage Group, NewPage Holding, NewPage, and certain of their U.S.
subsidiaries commenced Chapter 11 voluntary cases (Bankr. D. Del.
Case Nos. 11-12804 through 11-12817) on Sept. 7, 2011. Its
subsidiary, Consolidated Water Power Company, is not a part of the
Chapter 11 proceedings.
Separately, on Sept. 6, 2011, its Canadian subsidiary, NewPage
Port Hawkesbury Corp., brought a motion before the Supreme Court
of Nova Scotia to commence proceedings to seek creditor protection
under the Companies' Creditors Arrangement Act of Canada. NPPH is
under the jurisdiction of the Canadian court and the court-
appointed Monitor, Ernst & Young in the CCAA Proceedings.
Initial orders were issued by the Supreme Court of Nova Scotia on
Sept. 9, 2011 commencing the CCAA Proceedings and approving a
settlement and transition agreement transferring certain current
assets to NewPage against a settlement payment of $25 million and
in exchange for being relieved of all liability associated with
NPPH. On Sept. 16, 2011, production ceased at NPPH.
NewPage originally engaged Dewey & LeBoeuf LLP as general
bankruptcy counsel. In May 2012, Dewey dissolved and commenced
its own Chapter 11 case. Dewey's restructuring group led by
Martin J. Bienenstock, Esq., Judy G.Z. Liu, Esq., and Philip M.
Abelson, Esq., moved to Proskauer Rose LLP. In June, NewPage
sought to hire Proskauer as replacement counsel.
NewPage is also represented by Laura Davis Jones, Esq., at
Pachulski Stang Ziehl & Jones LLP, in Wilmington, Delaware, as
co-counsel. Lazard Freres & Co. LLC is the investment banker, and
FTI Consulting Inc. is the financial advisor. Kurtzman Carson
Consultants LLC is the claims and notice agent.
In its balance sheet, NewPage disclosed $3.4 billion in assets and
$4.2 billion in total liabilities as of June 30, 2011.
The Official Committee of Unsecured Creditors selected Paul
Hastings LLP as its bankruptcy counsel and Young Conaway Stargatt
& Taylor, LLP to act as its Delaware and conflicts counsel.
An affiliate, Newpage Wisconsin System Inc., disclosed
$509,180,203 in liabilities in its schedules.
NEWPAGE CORP: Former RR Donelley Chief Angelson Is New Chairman
---------------------------------------------------------------
NewPage Corporation disclosed the members of its new Board of
Directors. Mark A. Angelson, former Chicago Deputy Mayor and
chief executive officer of RR Donnelley who also led World Color
Press out of bankruptcy and guided its combination with
Quad/Graphics, has been named chairman. He will be joined by
paper industry leaders Robert M. Amen, former president of
International Paper Company and John F. McGovern, former chief
financial officer of Georgia Pacific Corporation. Robert J. Bass,
a member of the audit committee of Groupon and a recently retired
vice chairman of Deloitte LLP, also has been named to the board,
along with Paul E. Huck, senior vice president and chief financial
officer of Air Products & Chemicals, Inc., Lisa J. Donahue,
managing director in the Turnaround and Restructuring Practice of
AlixPartners LLC, and Eric D. Muller, managing director in the
Principal Investment Area of Goldman Sachs. George F. Martin,
chief executive officer for NewPage, is the only continuing member
of the board.
About NewPage Corp
Headquartered in Miamisburg, Ohio, NewPage Corporation was the
leading producer of printing and specialty papers in North
America, based on production capacity, with $3.6 billion in net
sales for the year ended Dec. 31, 2010. NewPage owns paper mills
in Kentucky, Maine, Maryland, Michigan, Minnesota, Wisconsin and
Nova Scotia, Canada.
NewPage Group, NewPage Holding, NewPage, and certain of their U.S.
subsidiaries commenced Chapter 11 voluntary cases (Bankr. D. Del.
Case Nos. 11-12804 through 11-12817) on Sept. 7, 2011. Its
subsidiary, Consolidated Water Power Company, is not a part of the
Chapter 11 proceedings.
Separately, on Sept. 6, 2011, its Canadian subsidiary, NewPage
Port Hawkesbury Corp., brought a motion before the Supreme Court
of Nova Scotia to commence proceedings to seek creditor protection
under the Companies' Creditors Arrangement Act of Canada. NPPH is
under the jurisdiction of the Canadian court and the court-
appointed Monitor, Ernst & Young in the CCAA Proceedings.
Initial orders were issued by the Supreme Court of Nova Scotia on
Sept. 9, 2011 commencing the CCAA Proceedings and approving a
settlement and transition agreement transferring certain current
assets to NewPage against a settlement payment of $25 million and
in exchange for being relieved of all liability associated with
NPPH. On Sept. 16, 2011, production ceased at NPPH.
NewPage originally engaged Dewey & LeBoeuf LLP as general
bankruptcy counsel. In May 2012, Dewey dissolved and commenced
its own Chapter 11 case. Dewey's restructuring group led by
Martin J. Bienenstock, Esq., Judy G.Z. Liu, Esq., and Philip M.
Abelson, Esq., moved to Proskauer Rose LLP. In June, NewPage
sought to hire Proskauer as replacement counsel.
NewPage is also represented by Laura Davis Jones, Esq., at
Pachulski Stang Ziehl & Jones LLP, in Wilmington, Delaware, as
co-counsel. Lazard Freres & Co. LLC is the investment banker, and
FTI Consulting Inc. is the financial advisor. Kurtzman Carson
Consultants LLC is the claims and notice agent.
In its balance sheet, NewPage disclosed $3.4 billion in assets and
$4.2 billion in total liabilities as of June 30, 2011.
The Official Committee of Unsecured Creditors selected Paul
Hastings LLP as its bankruptcy counsel and Young Conaway Stargatt
& Taylor, LLP to act as its Delaware and conflicts counsel.
An affiliate, Newpage Wisconsin System Inc., disclosed
$509,180,203 in liabilities in its schedules.
NEWPAGE CORP: S&P Ups Corp. Credit Rating to 'B+'; Outlook Stable
-----------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on Miamisburg, Ohio-based NewPage Corp. to 'B+' from 'D'.
The outlook is stable.
"We also assigned a 'BB' (two notches above the corporate credit
rating) issue-level rating with a recovery rating of '1' to the
company's $500 million senior secured term loan. The '1' recovery
rating incorporates our expectation of very high (90% to 100%)
recovery of principal in the event of a post emergence default by
the company," S&P said.
"The rating actions follow NewPage's announcement that it has
emerged from Chapter 11 bankruptcy protection pursuant to its
Modified Fourth Amended Chapter 11 Plan, confirmed on Dec. 14,
2012, by the U.S. Bankruptcy Court," said Standard & Poor's credit
analyst Tobias Crabtree. "In conjunction with the plan, NewPage
closed on its exit financing, consisting of a five-year $350
million senior secured revolving credit facility and six-year,
$500 million senior secured term loan. The company has reduced its
total reported debt to $500 million from over $4 billion and
lowered its annual interest expense by approximately $345 million
to about $45 million," added Mr. Crabtree.
"The 'B+' corporate credit rating reflects our view of NewPage's
'vulnerable' business risk profile derived from its limited
product and geographic diversity, substitution risks due to
changing customer preferences for greater electronic content, and
vulnerability to fluctuations in volatile coated paper selling
prices and raw material and energy costs. Our ratings also
incorporate our assessment of the company's 'significant'
financial risk and 'strong' liquidity position. In our view, post-
emergence credit measures benefit from a substantial reduction in
total debt and interest expense such that leverage is likely to be
maintained below 3.5x and interest coverage to exceed 5x over the
next 12 to 18 months. In addition, the company's strong liquidity
position results from the financial flexibility afforded by the
absence of near-term debt maturities and financial maintenance
covenants and good prospects for free cash flow generation even
under a stressed scenario," S&P said.
"Our forecast for 2012 and 2013 EBITDA for the reorganized NewPage
reflects a cautious economic outlook over this period. Our
forecast incorporates our view that demand for coated paper, which
constitutes over 70% of the company's sales, will continue to be
challenged by weak advertising spending and continuing shifts in
consumer preferences for electronic content away from paper-based
sources. The stable rating outlook is supported by the NewPage's
strong liquidity position and significant debt and interest
expense reduction post-emergence, which we anticipated will result
in good free cash flow generation over the next year. We believe
the company's low leverage affords it significant financial
flexibility over the near-to-intermediate term to meet its capital
expenditure requirements and withstand the secular decline in its
coated paper end markets and vulnerability of earnings to changes
in coated paper prices and input costs," S&P said.
"An upgrade is limited by our assessment of NewPage's vulnerable
business risk given the substantial challenges facing the North
American coated paper industry. In addition, ratings upside is
limited by the likely influence that the new equity owners will
have over financial policy, such as dividends," S&P said.
"We could downgrade the company if its financial profile were
revised to 'aggressive' as a result of leverage exceeding 4x and
FFO to debt declining to the mid-teen percentage range on a
sustained basis. For this to occur, EBITDA would have to decline
in excess of 20% from our 2012 forecast. We view this as a low
probability event over the upcoming year, most likely triggered by
a U.S. recession accelerating the decline in coated paper demand
and pressuring coated paper prices," S&P said.
ORAGENICS INC: Board OKs $80,000 2012 Incentive Awards for Execs.
-----------------------------------------------------------------
The Compensation Committee of the Board of Directors of Oragenics,
Inc., approved fiscal year-end cash incentive awards for 2012 for
each of the Company's named executive officers currently employed
with the Company.
John Bonfiglio, president and chief executive officer, will
receive $70,000; Michael Sullivan, chief financial officer, will
receive $5,000; and Martin Handfield, vice-president, Research and
Development, will receive $5,000.
Dr. Bonfiglio's bonus for 2012 was based upon the Committee's
determination that Dr. Bonfiglio has met certain of the previously
established performance goals. The bonuses for Mr. Sullivan and
Mr. Handfield were discretionary awards determined by the
Committee. In addition, the Compensation Committee awarded an
aggregate of $7,500 in discretionary cash bonuses to other
employees.
About Oragenics Inc.
Tampa, Fla.-based Oragenics, Inc. -- http://www.oragenics.com/--
is a biopharmaceutical company focused primarily on oral health
products and novel antibiotics. Within oral health, Oragenics is
developing its pharmaceutical product candidate, SMaRT Replacement
Therapy, and also commercializing its oral probiotic product,
ProBiora3. Within antibiotics, Oragenics is developing a
pharmaceutical candidate, MU1140-S and intends to use its
patented, novel organic chemistry platform to create additional
antibiotics for therapeutic use.
In its audit report on the Company's 2011 financial statements,
Mayer Hoffman McCann P.C., in Clearwater, Florida, expressed
substantial doubt about the Company's ability to continue as a
going concern. The independent auditors noted that the Company
has incurred recurring operating losses, negative operating cash
flows and has an accumulated deficit.
The Company reported a net loss of $7.67 million in 2011, compared
with a net loss of $7.80 million in 2010.
The Company's balance sheet at Sept. 30, 2012, showed $12.58
million in total assets, $1.75 million in total liabilities, all
current, and $10.83 million in total shareholders' equity.
Bankruptcy Warning
The Company said in its annual report for the year ended Dec. 31,
2011, that its loan agreement with the Koski Family Limited
Partnership matures in three years and select material assets of
the Company relating to or connected with its ProBiora3, SMaRT
Replacement Therapy, MU1140 and LPT3-04 technologies have been
pledged as collateral to secure the Company's borrowings under the
Loan Agreement. This secured indebtedness could impede the
Company from raising the additional equity or debt capital the
Company needs to continue its operations even though the amount
borrowed under the Loan Agreement automatically converts into
equity upon a qualified equity financing of at least $5 million.
The Company's ability to repay the loan will depend largely upon
the Company's future operating performance and the Company cannot
assure that its business will generate sufficient cash flow or
that the Company will be able to raise the additional capital
necessary to repay the loan. If the Company is unable to generate
sufficient cash flow or are otherwise unable to raise the funds
necessary to repay the loan when it becomes due, the KFLP could
institute foreclosure proceedings against the Company's material
intellectual property assets and the Company could be forced into
bankruptcy or liquidation.
PATRIOT COAL: Case Formally Moved to Missouri From NY
-----------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Patriot Coal Corp. was told by the New York
bankruptcy judge in New York on Nov. 27 that the bankruptcy
reorganization must move to St. Louis, the company's headquarters.
The case didn't move immediately, however. The order formally
sending the reorganization to Missouri was signed Dec. 19 by the
bankruptcy judge.
Patriot's $200 million in 3.25% senior convertible notes due 2013
traded at 10:16 a.m. Dec. 20 for 9.95 cents on the dollar,
according to Trace, the bond-price reporting system of the
Financial Industry Regulatory Authority. The $250 million in
8.25% senior unsecured notes due 2018 traded at 11:37 a.m. Dec. 20
for 48.75 cents on the dollar, Trace reported.
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: Ameristar Deal No Impact on Moody's CFR
---------------------------------------------------------------
Moody's Investors Service said Pinnacle Entertainment, Inc.'s
announcement that it has entered into a definitive agreement to
acquire Ameristar Casinos, Inc. for total consideration of about
$2.9 billion is viewed favorably by Moody's, although there is no
immediate impact on Pinnacle's B1 Corporate Family Rating and
stable rating outlook, or Ameristar's B1 Corporate Family Rating,
stable rating outlook, or SGL-2 Speculative Grade Liquidity
ratings.
The principal methodology used in rating Pinnacle Entertainment
Inc. and Ameristar Casinos Inc. was the Global Gaming Industry
Methodology published in December 2009. Other methodologies used
include Loss Given Default for Speculative-Grade Non-Financial
Companies in the U.S., Canada and EMEA published in June 2009.
Pinnacle owns and operates casinos located in Lake Charles, Baton
Rouge, New Orleans and Bossier City, Louisiana, St. Louis,
Missouri, and southeastern Indiana. In addition, the company owns
and operates a racetrack facility in Cincinnati, Ohio. The company
generated about $1.2 billion of net revenue for the latest 12-
month period ended September 30, 2012.
Ameristar owns and operates eight casino properties in seven
markets. The company's portfolio of casinos are located in St.
Louis, Missouri, Kansas City Missouri, Council Bluffs, Iowa,
Denver, Colorado, Vicksburg, Mississippi and the Chicagoland area.
The company also owns several casinos in Nevada. On July 16, 2012,
Ameristar completed the purchase of all of the equity interests of
Creative Casinos of Louisiana, L.L.C. and it commenced
construction of Ameristar Casino Resort Spa Lake Charles on July
20, 2012. Ameristar generated about $1.2 billion of net revenue
for the latest 12-month period ended September 30, 2012.
PIPELINE DATA: To Auction Credit-Card Business on Jan. 4
--------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Pipeline Data Inc. will put the business up for
auction on Jan. 4. Under procedures approved Dec. 19 by the
bankruptcy court in Delaware, competing bids are due Dec. 28. The
auction will decide whether there is a better offer than the
opening $8 million bid from Applied Merchant Systems West Coast
Inc.
About Pipeline Data
Pipeline Data Inc., a processor of debit and credit cards for
smaller retailers, filed a Chapter 11 petition (Bankr. D. Del.
Case No. 12-13123) on Nov. 19, 2012, in Delaware with plans for
selling the business as a going concern.
Alpharetta, Georgia-based Pipeline Data provides credit and debit
card payment processing services to approximately 15,000
merchants. The Company has 36 employees.
Attorneys at Whiteford Taylor Preston LLC, in Wilmington,
Delaware, and Kirkland & Ellis L.L.P. serve as counsel.
AlixPartners L.L.P. is the financial advisor. Dragonfly Capital
Partners L.L.C. is the investment banker.
The Debtor estimated assets of $1 million to $10 million and debts
of $50 million to $100 million. Pipeline, which sough bankruptcy
together with affiliates, owes $66.6 million in principal and
interest to first-lien creditors who have liens on all assets.
PTC ALLIANCE: S&P Assigns 'B' Corp. Credit Rating; Outlook Stable
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' corporate
credit rating to Wexford, Penn.-based PTC Alliance Holdings Corp.
The outlook is stable.
"At the same time, we assigned our 'B+' issue-level rating to the
company's $70 million senior secured term loan due 2016 and $50
million senior secured term loan due 2018. The recovery rating on
the loans is '2', indicating our expectation that lenders would
receive substantial (70% to 90%) recovery in the event of payment
default under our default scenario," S&P said.
"The company intends to use the proceeds from the offering, along
with $36 million in balance sheet cash for a $151 million
selective share repurchase," S&P said.
"The rating on PTC reflects our view of the company's 'vulnerable'
business risk profile and 'aggressive' financial risk profile,"
said Standard & Poor's credit analyst Chiza B. Vitta. "Our
assessment of PTC's business risk as vulnerable incorporates our
view of the company's dependence on a single product line for most
of its EBITDA, as well as our view that its operations lack size
and scope and are relatively small compared with several of its
competitors. Although the company has reduced its operating costs
since emerging from Chapter 11 in August 2010, it still depends on
the cyclical manufacturing and automotive segments for a large
portion of its earnings and is subject to volatile demand and
pricing. Our view of PTC's financial risk profile considers the
risk that the company may be unable to adjust its operating costs
or pass through raw material costs (mainly steel) to customers
in a timely manner, or that cyclical volume declines could be
severe enough to significantly reduce operating performance and
stress liquidity. It also factors in our view of the company's
financial policy, which incorporates the possibility that the
company may pursue further debt-financed dividends to its private
equity ownership. Still, we believe PTC's end markets have
performed relatively well recently and should be strong enough to
support performance at levels that are sufficient to support the
rating and provide adequate liquidity to meet the company's
obligations during the next several quarters," S&P said.
"PTC is a manufacturer of welded and drawn over mandrel steel
tubes, cold drawn seamless tubes, electric resistance welded
tubes, and chrome-plated bars and tubes. The company's operating
segments include drawn-over mandrel tubing, which is used in
hydraulic cylinders and automotive components; Enduro, which
produces chrome-plated and nano-cobalt phosphorous plated bars and
tubes for piston rods for hydraulic chambers; and the tubular
products segment, which makes electrical resistance-welded tubing
used in automotive applications. PTC maintains a leading market
position in the DOM market, which constitutes nearly 90% of its
EBITDA and is subject to customer concentration, as its top five
customers account for about 40% of total revenues. The company
sells products directly to original equipment manufacturers (OEM)
and to steel service centers that resell the products in smaller
quantities to end users. PTC's manufacturing facilities are
situated near to the company's customers and suppliers, resulting
in reduced distribution costs. The stable rating outlook reflects
our expectation that credit metrics will remain at a level we
would consider to be in line with the rating over the next few
quarters, given our view of PTC's vulnerable business risk
profile. Specifically, we expect total adjusted debt-to-EBITDA of
about 1.5x through the end of fiscal 2013, based on our assumption
that the company's operating performance will improve modestly
amid a gradual economic recovery. We expect EBITDA to be in the
$65 million to $85 million range during that period and we expect
the company to maintain adequate liquidity to meet its
obligations," S&P said.
"We could lower the rating if operating results deteriorate
markedly due to significant weakening of demand from the company's
key end markets and margins decline substantially. We could also
lower the rating if the company pursues an additional debt-
financed distribution, such that we expected in leverage to remain
above 5.0x on a sustained basis. Given the negative free
operating cash flows expected for 2013, coupled with pro forma
liquidity limited to availability under the revolver, we will be
monitoring how liquidity is affected by upcoming expansion
projects; ratings could be lowered if liquidity is reduced or
becomes constrained," S&P said.
"We consider a positive rating action less likely in the near term
given our view of PTC's vulnerable business risk profile and our
expectation for only a modest improvement in the operating
performance over the next several years. The uncertainty relative
to financial policy and the possibility of further debt-financed
dividends will be a key rating factor going forward," S&P said.
RESIDENTIAL CAPITAL: Judge Peck to Serve as Mediator
----------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reported the reorganization of Residential Capital LLC, the
mortgage-servicing subsidiary of Ally Financial Inc., is
chockablock with present and former New York bankruptcy judges.
The report relates that at a hearing Dec. 20, U.S. Bankruptcy
Judge Martin Glenn said he will appoint fellow Bankruptcy Judge
James Peck to mediate disputes among creditors, Ally and ResCap,
including the proposed settlement where Ally would pay $750
million in exchange for immunity from lawsuits and claims of
creditors.
The report recounts that Arthur J. Gonzalez, a former Manhattan
bankruptcy judge, is ResCap's examiner. He was appointed in July
to investigate Ally and Cerberus Capital Management LP, ResCap's
proposed sale and reorganization plan, the role of ResCap's board,
alternatives to ResCap's proposals, claims against officers and
directors, claims ResCap proposes to release, and the value of the
releases.
Mr. Rochelle notes that as a result of the appointment of
mediation, there could be a settlement before Judge Gonzalez
release his report, even though Gonzalez originally estimated the
report would cost between $29 million and $36 million. When Judge
Gonzalez sought another two months to finish the report, he said
the cost might rise. Even if there is a settlement before Judge
Gonzalez concludes his investigation, the report could assist
Judge Glenn in deciding if the settlement is within the range of
reasonableness and should be approved.
The report points out that in the bankruptcy reorganization of
Dynegy Holdings LLC, a different judge appointed an examiner who
issued his report more quickly and then became the mediator. In
the role of mediator, the examiner had the benefit of detailed
knowledge of the facts and contentions among the parties. Armed
with the facts, the Dynegy examiner-mediator quickly brought the
parties to settlement.
On Dec. 20, Judge Glenn extended ResCap's exclusive right to
propose a Chapter 11 plan until Feb. 28. Originally, Glenn said he
wouldn't permit creditors to vote on ResCap's reorganization plan
until the examiner's report is completed.
ResCap's $2.1 billion in third-lien 9.625% secured notes due in
2015 last traded Dec. 18 for 105.125 cents on the dollar,
according to Trace, the bond-price reporting system of the
Financial Industry Regulatory Authority. The $473.4 million
of ResCap senior unsecured notes due in April 2013 last traded
Dec. 20 for 19.642 cents on the dollar, a 17% decline since the
last trade in November, according to Trace.
About Residential Capital
Residential Capital LLC, the unprofitable mortgage subsidiary of
Ally Financial Inc., filed for bankruptcy protection (Bankr.
S.D.N.Y. Lead Case No. 12-12020) on May 14, 2012.
Neither Ally Financial nor Ally Bank is included in the bankruptcy
filings.
ResCap, one of the country's largest mortgage originators and
servicers, was sent to Chapter 11 with 50 subsidiaries amid
"continuing industry challenges, rising litigation costs and
claims, and regulatory uncertainty," according to a company
statement.
ResCap disclosed $15.68 billion in assets and $15.28 billion in
liabilities as of March 31, 2012.
Centerview Partners LLC and FTI Consulting are acting as financial
advisers to ResCap. Morrison & Foerster LLP is acting as legal
adviser to ResCap. Curtis, Mallet-Prevost, Colt & Mosle LLP is
the conflicts counsel. Rubenstein Associates, Inc., is the public
relations consultants to the Company in the Chapter 11 case.
Morrison Cohen LLP is advising ResCap's independent directors.
Kurtzman Carson Consultants LLP is the claims and notice agent.
Ray C. Schrock, Esq., at Kirkland & Ellis LLP, in New York, serves
as counsel to Ally Financial.
The Bankruptcy Court in November 2012 approved ResCap's sale of
its mortgage servicing and origination platform assets to Ocwen
Loan Servicing, LLC and Walter Investment Management Corporation
for $3 billion; and its portfolio of roughly 50,000 whole loans to
Berkshire Hathaway for $1.5 billion. The sale of the assets,
subject to satisfaction of customary closing conditions including
certain third party consents, is expected to close in the first
quarter of 2013.
The partnership of Ocwen and Walter defeated the last bid of $2.91
billion from Fortress Investment Group's Nationstar Mortgage
Holdings Inc., which acted as stalking horse bidder, at an auction
that began Oct. 23, 2012. The $1.5 billion offer from Warren
Buffett's Berkshire Hathaway Inc. was declared the winning bid for
a portfolio of loans at the auction on Oct. 25.
Bankruptcy Creditors' Service, Inc., publishes RESIDENTIAL CAPITAL
BANKRUPTCY NEWS. The newsletter tracks the Chapter 11 proceeding
undertaken by affiliates of Residential Capital LLC and its
affiliates (http://bankrupt.com/newsstand/or 215/945-7000).
ROSETTA GENOMICS: Adjourns Special Meeting to Dec. 26
-----------------------------------------------------
Rosetta Genomics, Ltd., convened its previously announced Special
Meeting of Shareholders on Dec. 19, 2012. However, the quorum of
two or more shareholders present, personally or by proxy, who hold
or represent together more than 25% of the voting rights of
Rosetta's issued share capital required to conduct the Special
Meeting was not present. Accordingly, pursuant to Rosetta's
articles of association, the Special Meeting has been adjourned to
Dec. 26, 2012. The adjourned Special Meeting will be held at
Rosetta's offices at 10 Plaut St., Rehovot, Israel at 16:00
(Israel Standard Time). At the adjourned Special Meeting, any two
shareholders present in person or by proxy will constitute a
quorum.
About Rosetta
Based in Rehovot, Israel, Rosetta Genomics Ltd. is seeking to
develop and commercialize new diagnostic tests based on a recently
discovered group of genes known as microRNAs. MicroRNAs are
naturally expressed, or produced, using instructions encoded in
DNA and are believed to play an important role in normal function
and in various pathologies. The Company has established a CLIA-
certified laboratory in Philadelphia, which enables the Company to
develop, validate and commercialize its own diagnostic tests
applying its microRNA technology.
The Company reported a net loss after discontinued operations of
$8.83 million in 2011, compared with a net loss after discontinued
operations of $14.76 million in 2010.
The Company's balance sheet at June 30, 2012, showed $7.67 million
in total assets, $3.95 million in total liabilities and $3.71
million in total shareholders' equity.
RUBICON FINANCIAL: Issues $726,500 Term Note Due 2015
-----------------------------------------------------
Rubicon Financial Incorporated received $726,500 under the terms
of a term note dated Nov. 30, 2012, between the Company and Gordon
and Adele Binder, Community Property. The Term Note matures on
Nov. 27, 2015, and bears interest at a fixed rate of 14%.
Proceeds from the Term Note will be used for general working
capital.
In addition, in connection with the execution of the Term Note,
the Company entered into a security agreement whereby the Company
pledged all of its assets, including its 100% ownership in Newport
Coast Securities, Inc., as collateral for the Term Note.
The Company is required to maintain a debt service coverage ratio
on a consolidated basis of at least 1 to 1 measured quarterly.
The Company must also maintain a minimum of $100,000 in aggregate
cash on hand at the end of each month during the term of the Term
Note. The Term Note and Security Agreement contain other
customary loan covenants and default provisions that, if
triggered, would cause the acceleration of debt incurred under the
Term Note and other default penalties in favor of the lender.
A copy of the Term Note is available for free at:
http://is.gd/tZsBiN
About Rubicon
Irvine, Calif.-based Rubicon Financial Incorporated is a financial
services holding company. The Company operates primarily through
Newport Coast Securities, Inc., a fully-disclosed broker-dealer,
which does business as Newport Coast Asset Management as a
registered investment advisor and dual registrant with the
Securities and Exchange Commission and Newport Coast Securities
insurance general agency.
After auditing the 2011 results, Weaver Martin & Samyn, LLC, in
Kansas City, Missouri, expressed substantial doubt about Rubicon
Financial's ability to continue as a going concern. The
independent auditors noted that the Company has suffered recurring
losses and had negative cash flows from operations.
The Company reported a net loss of $2.0 million for 2011, compared
with a net loss of $1.7 million for 2010.
The Company's balance sheet at Sept. 30, 2012, showed
$4.67 million in total assets, $2.82 million in total liabilities,
and $1.85 million in total stockholders' equity.
SEARCHMEDIA HOLDINGS: Gets OK for Change Name to Tiger Media
------------------------------------------------------------
SearchMedia Holdings Limited held its 2012 annual general meeting
on Dec. 14, 2012, in Shanghai, China. As part of the meeting all
of the Company's current board members were reelected by
stockholders to serve as board members until the 2013 annual
general meeting, namely: Robert Fried, Chi-Chuan (Frank) Chen,
Paul Conway, Yunan (Jeffrey) Ren, Steven D. Rubin, and Peter W.H.
Tan.
The stockholders approved the amendment to the Company's Amended
and Restated 2008 Share Incentive Plan by increasing the number of
authorized ordinary shares available for grant under the 2008 Plan
from 3,000,000 ordinary shares to 4,500,000 ordinary shares.
In addition, the stockholders of the Company approved a change in
the name of the Company to Tiger Media, Inc. Moreover, the
stockholders approved by special resolution an amendment to the
Company's Articles of Association to reduce the minimum notice for
a Director meeting from seven days to two days.
Peter W. H. Tan, chief executive officer of the Company commented,
"We are pleased that our stockholders approved all of proposals at
the 2012 Annual General Meeting. We are also excited to change
the Company's name to Tiger Media, Inc., a name that is well
embraced in our local market and reflects our new exciting
national concessions, which include our previously announced Home
Inns concession and our luxury mall LCD Joint Venture. We hope to
build Tiger Media into one of the leading media brands in Asia."
The Company expects its securities to begin trading under the name
Tiger Media, Inc. on Tuesday, Dec. 18, 2012; however, the
Company's ordinary shares and warrants will continue to trade on
under the symbols IDI and IDI.WS, respectively.
About SearchMedia
SearchMedia is a leading nationwide multi-platform media company
and one of the largest operators of integrated outdoor billboard
and in-elevator advertising networks in China. SearchMedia
operates a network of high-impact billboards and one of China's
largest networks of in-elevator advertisement panels in 50 cities
throughout China. Additionally, SearchMedia operates a network of
large-format light boxes in concourses of eleven major subway
lines in Shanghai. SearchMedia's core outdoor billboard and in-
elevator platforms are complemented by its subway advertising
platform, which together enable it to provide a multi-platform,
"one-stop shop" services for its local, national and international
advertising clients.
Marcum Bernstein & Pinchuk LLP, in New York, issued a "going
concern" qualification on the consolidated financials statements
for the year ended Dec. 31, 2011. The independent auditors noted
that the Company has suffered recurring losses and has a working
capital deficiency of approximately $31,000,000 at Dec. 31, 2011,
which raises substantial doubt about its ability to continue as a
going concern.
Searchmedia Holdings reported a net loss of $13.45 million
in 2011, a net loss of $46.63 million in 2010, and a net loss of
$22.64 million in 2009.
The Company's balance sheet at June 30, 2012, showed US$39.18
million in total assets, US$41.22 million in total liabilities and
a US$2.04 million total shareholders' deficit.
SEQUENOM INC: Board Adopts Clawback, Ownership Policies
-------------------------------------------------------
The Board of Directors of Sequenom, Inc., adopted a Policy for
Recoupment of Incentive Compensation. The Clawback Policy applies
to any of the Company's current and former executive officers who,
at the relevant time, were designated by the Board as an officer
for purposes of Section 16 of the Securities Exchange Act of 1934,
as amended. Under the Clawback Policy, if the Company is required
to prepare an accounting restatement for any fiscal quarter or
year commencing after the adoption of the Clawback Policy and the
Board determines that misconduct contributed to the noncompliance
that resulted in the requirement to restate the Company's
financial statements, then the Board may recoup certain incentive
compensation paid to the covered persons.
Additionally, the Board adopted a Stock Ownership and Holding
Policy, which applies to the Company's Chief Executive Officer and
each of the Company's non-employee directors. The Ownership
Policy provides that the covered persons must have direct
ownership of the Company's common stock in an amount equal to at
least three times the amount of that covered person's annual cash
retainer or base salary, as applicable, which such amount will be
determined by multiplying the number of shares owned by that
covered person by the closing price of those shares on the date on
which that evaluation is made. Each covered person will have a
period of five years to comply with the ownership requirements set
forth in the Ownership Policy starting from the later of the
adoption of the Ownership Policy or the date that individual
becomes a covered person.
The Board also approved certain amendments to stock options to
purchase common stock held by Harry F. Hixson, Jr., the Company's
Chief Executive Officer. The 2012 Options were amended to
retroactively provide that 50% of the shares subject to the 2012
Options will only become exercisable if a performance condition is
met. The performance condition requires the price of the
Company's common stock to appreciate such that the closing sales
price as quoted on any established stock exchange or market is a
minimum of a 25% premium to the exercise price of the 2012 Options
for at least 30 consecutive trading days. The amendment to the
2012 Options became effective immediately with Dr. Hixson's
consent.
A copy of the Form 8-K disclosure is available at:
http://is.gd/YjHwAd
About Sequenom
Sequenom, Inc. (NASDAQ: SQNM) -- http://www.sequenom.com/-- is a
life sciences company committed to improving healthcare through
revolutionary genetic analysis solutions. Sequenom develops
innovative technology, products and diagnostic tests that target
and serve discovery and clinical research, and molecular
diagnostics markets. The company was founded in 1994 and is
headquartered in San Diego, California.
The Company reported a net loss of $74.15 million in 2011, a net
loss of $120.84 million in 2010, and a net loss of $71.01 million
in 2009.
The Company's balance sheet at Sept. 30, 2012, showed $264.18
million in total assets, $188.60 million in total liabilities and
$75.58 million in total stockholders' equity.
SEQUENOM INC: W. Welch Promoted to President and COO
----------------------------------------------------
Sequenom Inc. announced the appointments of William Welch as the
Company's President and Chief Operating Officer and Dirk van den
Boom as the Company's Executive Vice President, Research &
Development and Chief Technology Officer, both effective
immediately. Additionally, Ronald Lindsay has been named as the
Company's Executive Vice President, Strategic Planning. Harry F.
Hixson, Jr. will continue to serve as Chairman and Chief Executive
Officer.
Mr. Welch joined Sequenom in January 2011 as Senior Vice
President, Diagnostics. He has overseen the Company's commercial
operations in connection with the October 2011 launch of its
MaterniT21 PLUS laboratory-developed test.
"Bill's extensive industry experience and knowledge have been a
significant asset to Sequenom over the last two years as we
launched the MaterniT21 PLUS test," said Harry Hixson, Jr.,
Chairman and Chief Executive Officer. "This promotion reflects
his many contributions to the growth of our company and the
board?s confidence in his future leadership capacity."
Dr. van den Boom has served as Sequenom's Senior Vice President of
research and development since August 2010 and previously served
as the Company's vice president, research and development. He
joined Sequenom in 1998 at the Company's Hamburg office,
subsequently serving in various management roles of increasing
responsibility within the R&D department.
"Dirk has demonstrated impressive professional and managerial
growth over the past three years and we look forward to his
contributions as he takes the helm of R&D leadership at Sequenom,"
said Ronald M Lindsay, Director and newly appointed EVP of
Strategic Planning. "We believe Dirk will successfully drive key
strategic initiatives that will underpin the company's future
growth."
Dr. Lindsay has served as Sequenom's Executive Vice President,
Research & Development since August 2010 and previously served as
interim Senior Vice President, Research and Development. Dr.
Lindsay has served as a member of Sequenom's Board of Directors
since 2003.
Prior to joining Sequenom, Mr. Welch was a consultant to molecular
diagnostic companies in the personalized medicine sector. From
August 2005 to September 2009, Mr. Welch was senior vice president
and chief commercial officer at Monogram Biosciences, a bioscience
laboratory services company. Prior to his time at Monogram, Mr.
Welch was vice president of sales and marketing at La Jolla
Pharmaceuticals and vice president of global marketing with Dade
Behring MicroScan. Mr. Welch entered the healthcare field with
Abbott Laboratories where he held progressive management
positions, including General Manager. Mr. Welch earned a B.S.
with honors in chemical engineering from the University of
California at Berkeley and received his M.B.A. from Harvard
University.
Dr. van den Boom received his Ph.D. in Biochemistry/Molecular
Biology from the University of Hamburg where he focused on various
aspects of nucleic acid analysis with mass spectrometry. He has
co-authored more than 50 scientific articles and is an inventor on
48 patents or patent applications.
About Sequenom
Sequenom, Inc. (NASDAQ: SQNM) -- http://www.sequenom.com/-- is a
life sciences company committed to improving healthcare through
revolutionary genetic analysis solutions. Sequenom develops
innovative technology, products and diagnostic tests that target
and serve discovery and clinical research, and molecular
diagnostics markets. The company was founded in 1994 and is
headquartered in San Diego, California.
The Company reported a net loss of $74.15 million in 2011, a net
loss of $120.84 million in 2010, and a net loss of $71.01 million
in 2009.
The Company's balance sheet at Sept. 30, 2012, showed $264.18
million in total assets, $188.60 million in total liabilities and
$75.58 million in total stockholders' equity.
SINCLAIR BROADCAST: Completes Acquisitions of TV Stations
---------------------------------------------------------
Sinclair Broadcast Group, Inc., has closed on the previously
announced acquisitions of certain television stations and, in a
new announcement, purchased WHAM-TV (ABC) in Rochester, NY, from
Newport Television LLC.
The stations acquired in the transactions that have closed,
effective Dec. 1, 2012, are:
WTTA (MNT) Tampa, Florida previously operated by Sinclair
pursuant to a local marketing agreement.
KBTV (FOX) Beaumont/Port Arthur, Texas market previously owned
by Nexstar Broadcasting.
The following stations from Newport:
WKRC (CBS) Cincinnati, Ohio
WOAI (NBC) San Antonio, Texas
WHP (CBS) Harrisburg/Lancaster/Lebanon/York, Pennsylvania
WPMI (NBC) and WJTC (IND) Mobile, Alabama
KSAS (FOX) Wichita/Hutchinson, Kansas
WHAM (ABC) Rochester, New York
Sinclair also acquired Newport's rights under the local marketing
agreements with WLYH (CW) in Harrisburg, PA, and KMTW (MNT) in
Wichita, KS, as well as options to acquire the license assets.
The Company also closed on agreements with Deerfield Media, Inc.,
selling Deerfield the license assets of Sinclair's station in San
Antonio (KMYS CW), and Sinclair's station in Cincinnati (WSTR MY),
as well as the license assets of WPMI and WJTC in the
Mobile/Pensacola market and KBTV in Beaumont. Sinclair will
provide sales and other non-programming services to each of these
five stations pursuant to shared services and joint sales
agreements.
In a new announcement, Sinclair purchased the non-license assets
of Newport's station, WHAM-TV (ABC) in Rochester, New York for $54
million plus the option for the license assets. Sinclair will
provide sales and other non-programming services pursuant to a
shared service and joint sales agreement.
The acquisitions add two new markets and additional stations in
four markets where Sinclair already has a presence. The net
amount paid at closing, net of any previously paid deposits and
sale proceeds, was $459.7 million, which was funded by the
issuance of $500 million of 6.125% senior notes due 2022 earlier
this quarter.
About Sinclair Broadcast
Based in Baltimore, Maryland, Sinclair Broadcast Group, Inc.
(Nasdaq: SBGI) -- http://www.sbgi.net/-- one of the largest and
most diversified television broadcasting companies, currently owns
and operates, programs or provides sales services to 58 television
stations in 35 markets. The Company's television group reaches
roughly 22% of U.S. television households and includes FOX,
ABC, CBS, NBC, MNT, and CW affiliates.
The Company said in the Form 10-Q for the quarter ended March 31,
2012, that any insolvency or bankruptcy proceeding relating to
Cunningham, one of its LMA partners, would cause a default and
potential acceleration under a Bank Credit Agreement and could,
potentially, result in Cunningham's rejection of the Company's
seven LMAs with Cunningham, which would negatively affect the
Company's financial condition and results of operations.
The Company's balance sheet at Sept. 30, 2012, showed
$2.24 billion in total assets, $2.29 billion in total liabilities,
and a $52.38 million total deficit.
* * *
As reported by the TCR on Feb. 24, 2011, Standard & Poor's Ratings
Services raised its corporate credit rating on Hunt Valley, Md.-
based TV broadcaster Sinclair Broadcast Group Inc. to 'BB-' from
'B+'. The rating outlook is stable. "The 'BB-' rating on
Sinclair reflects S&P's expectation that the company could keep
its lease-adjusted debt to EBITDA below historical levels
throughout the election cycle, absent a reversal of economic
growth, meaningful debt-financed acquisitions, or significant
shareholder-favoring measures," explained Standard & Poor's credit
analyst Deborah Kinzer.
In September 2010, Moody's raised its ratings for Sinclair
Broadcast and subsidiary Sinclair Television Group, Inc.,
including the Corporate Family Rating and Probability-of-Default
Rating, each to Ba3 from B1, and the ratings for individual debt
instruments. Moody's also assigned a B2 (LGD 5, 87%) rating to
the proposed $250 million issuance of Senior Unsecured Notes due
2018 by STG. The Speculative Grade Liquidity Rating remains
unchanged at SGL-2. The rating outlook is now stable.
SPRINT NEXTEL: To Acquire 100% of Clearwire for $2.97 Apiece
------------------------------------------------------------
Sprint has entered into a definitive agreement to acquire the
approximately 50% stake in Clearwire it does not currently own for
$2.97 per share, equating to a total payment to Clearwire
shareholders, other than Sprint, of $2.2 billion. This
transaction results in a total Clearwire enterprise value of
approximately $10 billion, including net debt and spectrum lease
obligations of $5.5 billion.
The transaction consideration represents a 128% premium to
Clearwire's closing share price the day before the Sprint-SoftBank
discussions were first confirmed in the marketplace on October 11,
with Clearwire speculated to be a part of that transaction; and, a
40% premium to the closing price the day before receipt of
Sprint's initial $2.60 per share non-binding indication of
interest on November 21.
Clearwire's spectrum, when combined with Sprint's, will provide
Sprint with an enhanced spectrum portfolio that will strengthen
its position and increase competitiveness in the U.S. wireless
industry. Sprint's Network Vision architecture should allow for
better strategic alignment and the full utilization and
integration of Clearwire's complementary 2.5 GHz spectrum assets,
while achieving operational efficiencies and improved service for
customers as the spectrum and network is migrated to LTE
standards.
Sprint CEO Dan Hesse said, "Today's transaction marks yet another
significant step in Sprint's improved competitive position and
ability to offer customers better products, more choices and
better services. Sprint is uniquely positioned to maximize the
value of Clearwire's spectrum and efficiently deploy it to
increase Sprint's network capacity. We believe this transaction,
particularly when leveraged with our SoftBank relationship, is
further validation of our strategy and allows Sprint to control
its network destiny."
The transaction was unanimously approved by Clearwire's board of
directors upon the unanimous recommendation of a special committee
of the Clearwire board consisting of disinterested directors not
appointed by Sprint. In addition, Clearwire has received
commitments from Comcast Corp., Intel Corp and Bright House
Networks LLC, who collectively own approximately 13% of
Clearwire's voting shares, to vote their shares in support of the
transaction. SoftBank has provided its consent to the
transaction, as required under the terms of its recently announced
merger agreement with Sprint.
Clearwire CEO and President Erik Prusch said, "Our board of
directors has been reviewing available strategic alternatives over
the course of the last two years. In evaluating available
alternatives, a special committee conducted a careful and rigorous
process, and based on the committee's recommendation, our board
unanimously determined that this transaction, which delivers
certain and attractive value for our shareholders, is the best
path forward."
In connection with the transaction, Clearwire and Sprint have
entered into agreements that provide up to $800 million of
additional financing for Clearwire in the form of exchangeable
notes, which will be exchangeable under certain conditions for
Clearwire common stock at $1.50 per share, subject to adjustment
under certain conditions. Under the financing agreements, Sprint
has agreed to purchase $80 million of exchangeable notes per month
for up to ten months beginning in January, 2013, with some of the
monthly purchases subject to certain funding conditions, including
conditions relating to the approval of the proposed merger by
Clearwire's shareholders and a network build out plan.
The transaction is subject to customary closing conditions,
including regulatory approvals and the approval of Clearwire's
stockholders, including the approval of a majority of Clearwire
stockholders not affiliated with Sprint or SoftBank. The closing
of the transaction is also contingent on the consummation of
Sprint's previously announced transaction with SoftBank. The
Clearwire and SoftBank transactions are expected to close mid-
2013.
Citigroup Global Markets Inc. acted as financial advisor to Sprint
and Skadden, Arps, Slate, Meagher & Flom LLP and King & Spalding
LLP acted as counsel to Sprint. The Raine Group acted as
financial advisor to SoftBank Corp. and Morrison Foerster LLP
acted as counsel to SoftBank. Evercore Partners acted as
financial advisor and Kirkland & Ellis LLP acted as counsel to
Clearwire. Centerview Partners acted as financial advisor and
Simpson Thacher & Bartlett LLP and Richards, Layton & Finger,
P.A., acted as counsel to Clearwire's special committee.
Blackstone Advisory Partners L.P. advised Clearwire on
restructuring matters. Credit Suisse acted as financial advisor
and Gibson Dunn & Crutcher LLP acted as counsel to Intel.
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.
STORY BUILDING: Disclosure Statement Hearing Reset to Jan. 29
-------------------------------------------------------------
The hearings set for Dec. 4, 2012, on the Disclosure Statement
explaining Story Building LLC's chapter 11 plan and the motions
filed by the Debtor's lender has been continued to Jan. 29, 2013,
at 10:30 a.m.
As reported in the Troubled Company Reporter on May 10, 2012,
under the Plan, distributions will be funded primarily from
operations of the Story Building property, and the new value
contribution. The Debtor's interest holder has agreed to provide
$160,000.
Under the Plan, Wells Fargo Bank N.A., owed in excess of
$12.6 million, will receive interest payments until Dec. 31, 2015
and the full payment of the balance of the claim will be paid on
Dec. 31, 2015. Holders of Class 4 general non-insider unsecured
claims estimated to total $3.86 million will receive, among other
things, (i) a pro rata share of 25% of net operating income for
the calendar years 2012 to 2017, derived from the rents generated
from the Story Building property; (ii) one final payment of the
balance of the allowed claim and all accrued interest in full on
or before Dec. 31, 2018; and (iii) in the event that the property
is sold, a pro rata share of up to 100% of the net proceeds, if
any, after payment of all costs of sale, etc. The interest of the
existing owner of the Debtor will be unaffected by the Plan.
Wells Fargo and the unsecured creditors are impaired under the
Plan.
A copy of the final modifications proposed by Wells Fargo and
consented to by the Debtor to the Disclosure Statement are
available for free at:
http://bankrupt.com/misc/StoryBuilding_DS_Final.pdf
http://bankrupt.com/misc/StoryBuilding_DS_Final2.pdf
http://bankrupt.com/misc/StoryBuilding_DS_Final3.pdf
Story Building LLC is a real estate management company based in
Irvine, California. The Company owns and operates a 13-story
historical building located in Downtown, Los Angeles, known as the
Walter P. Story Building, located at 610 S. Broadway. The
building is primarily utilized as a jewelry plaza.
Story Building LLC filed for Chapter 11 bankruptcy protection
(Bankr. C.D. Calif. Case No. 10-16614) on May 17, 2010. Sandford
Frey, Esq., who has an office in Los Angeles, California,
represents the Debtor in its restructuring effort. The Debtor
disclosed $19,421,024 in assets and $16,500,721 in liabilities as
of the Chapter 11 filing. There was no official committee of
unsecured creditors appointed in the Debtor's case.
The Debtor has filed a plan providing for distributions to be
funded primarily from operations of the Story Building property,
and the new value contribution. The Debtor's interest holder has
agreed to provide $160,000.
STRATEGIC AMERICAN: Delays Form 10-Q for Oct. 31 Quarter
--------------------------------------------------------
Duma Energy Corp., formerly Strategic American Oil Corporation,
notified the U.S. Securities and Exchange Commission that it will
be late in filing its quarterly report on Form 10-Q for the period
ended Oct. 31, 2012. The Company's management was unable to
obtain certain of the business information necessary to complete
the preparation of the Company's Form 10-Q in time for filing. As
a result of this delay the Company was unable to file its
quarterly report on Form 10-Q within the prescribed time period
without unreasonable effort or expense. The Company expects to
file within the extension period.
About Strategic American
Corpus Christi, Tex.-based Strategic American Oil Corporation (OTC
BB: SGCA) -- http://www.strategicamericanoil.com/-- is a growth
stage oil and natural gas exploration and production company with
operations in Texas, Louisiana, and Illinois. The Company's team
of geologists, engineers, and executives leverage 3D seismic data
and other proven exploration and production technologies to locate
and produce oil and natural gas in new and underexplored areas.
The Company's balance sheet at July 31, 2012, showed
$25.78 million in total assets, $13.47 million in total
liabilities and $12.30 million in total stockholders' equity.
Duma Energy incurred a net loss of $4.57 million for the year
ended July 31, 2012, compared with a net loss of $10.28 million
during the prior fiscal year.
SUN RIVER: Delays Form 10-Q for Oct. 31 Quarter
-----------------------------------------------
Sun River Energy, Inc., notified the U.S. Securities and Exchange
Commission that its financial statements for the period ended
Oct. 31, 2012, are not yet completed and cannot be completed by
the required filing date without unreasonable cost and effort.
About Sun River
Dallas, Tex.-based Sun River Energy, Inc., is an exploration and
production company focused on oil and natural gas. Sun River has
mineral interests in two major geological areas. Each area has a
distinct development plan, and each area brings a different value
matrix to the Company. The Company has mineral interests in the
Raton Basin located in Colfax County, New Mexico, and in several
counties in the highly prolific East Texas Basin.
In the auditors' report accompanying the consolidated financial
statements for the year ended April 30, 2012,
LightfootGuestMoore&Co, P.C., in Dallas, Tex., expressed
substantial doubt about Sun River's ability to continue as a going
concern. The independent auditors noted that the Company has an
accumulated earnings deficit of $41,027,526.
The Company reported a net loss of $24.0 million on $293,000 of
revenues for the year ended April 30, 2012, compared with a net
loss of $7.4 million on $98,000 of revenues for the year ended
April 30, 2011.
Going Concern Considerations
The Company has negative working capital of $13,793,000 at
July 31, 2012. Approximately $10,339,000 of the negative working
capital position was comprised of amounts owed to significant
stockholders, including Officers of the Company. The Company is
attempting to raise capital to resolve the working capital
requirements and develop the oil and gas assets. The Company has
multiple options available to meet the current financial
obligations when due:
* The Company is attempting to settlement of its $4,000,000
note payable - related party obligation with assignment of
certain mineral rights that the Company was not anticipating
to develop; and/or
* Sun River has raised capital in a Preferred Stock offering,
and the Company is currently attempting to raise additional
equity through the sale of additional common stock and will
utilize any proceeds to improve their working capital; and/or
* The Company may sell a portion of its mineral rights to
improve its working capital, in addition to other selected
current liabilities of the Company which may be due.
However, there can be no assurance that the Company will be able
to execute any or all of the contemplated transactions, which
raises substantial doubt about the Company's ability to continue
as a going concern.
TELECONNECT INC: Ralph Kroner Appointed to Board of Directors
-------------------------------------------------------------
Mr. Ralph Kroner was appointed as a non-executive (supervisory)
director of Teleconnect Inc. to fill a remaining vacancy, and he
will serve until the next annual meeting of the shareholders or
until his successor is duly elected and qualified.
Ralph Kroner (62), of Dutch nationality, is well known for his
expertise and experience in corporate governance, (international)
litigation and space law (former member of the European center for
Space law in Paris), and has served as non-executive director on a
number of boards of commercial business.
After a long service record at Simmons & Simmons and its legal
predecessors, Ralph Kroner was appointed Of Counsel at the
international law firm Eversheds Faasen in Rotterdam on Sept. 15,
2010. He is chairman of the Rotterdam Eye Hospital.
Mr. Kroner is considered to be a great source of knowledge for the
Company and his experience will be of great value to help position
Teleconnect's age validation business both in The Netherlands and
internationally.
About Teleconnect Inc.
Based in Breda, in The Netherlands, Teleconnect Inc. (OTC BB:
TLCO) Teleconnect Inc. (initially named Technology Systems
International Inc.) was incorporated under the laws of the State
of Florida on November 23, 1998.
Serving as a telecommunications service provider in Spain for
almost 9 years, the Company never fully reached expectations and
decided late in 2008 to change its course of business. In
November 2009, 90% of the Company's telecommunication business was
sold to a Spanish group of investors, and on October 15, 2010, the
Company completed the acquisition of Hollandsche Exploitatie
Maatschappij BV (HEM), a Dutch entity established in 2007. HEM's
core business involves the age validation of consumers when
purchasing products which cannot be sold to minors, such as
alcohol or tobacco. The Company regards this age validation
business as its new strategic direction. The Dutch companies
acquired in 2007 (Giga Matrix, The Netherlands, 49% and Photowizz,
The Netherlands, 100%) are considered to function complementary to
this new service offering.
Through the purchase of HEM and its ownership in Photowizz and
Giga Matrix the Company now controls all four pillars under its
business model: the manufacturing and leasing of electronic age
validation equipment, the performance of age validation
transactions remotely, the performance of market surveys and the
broadcasting of in-store commercial messages using the age
validation equipment in between age checks.
Coulter & Justus, P.C., in Knoxville, Tenn., expressed substantial
doubt about the Company's ability to continue as a going concern
following the fiscal 2011 financial results. The independent
auditors noted that the Company has suffered recurring losses from
operations and has a net capital deficiency in addition to a
working capital deficiency.
The Company reported a net loss of $3.26 million on $112,722 of
sales for the fiscal year ended Sept. 30, 2011, compared with net
income of $1.97 million on $254,446 of sales during the prior
year.
The Company's balance sheet at March 31, 2012, showed
$7.21 million in total assets, $11.08 million in total
liabilities, all current, and a $3.87 million total stockholders'
deficit.
TELETOUCH COMMUNICATIONS: Stratford Put Option Period Extended
--------------------------------------------------------------
TLL Partners, L.L.C., Stratford Capital Partners, L.P., and Retail
& Restaurant Growth Capital, L.P., on Aug. 18, 2011, entered into
a Put and Call and Transfer Restriction Agreement whereby, among
other things, TLL, Partners granted Stratford and RRGC the
Stratford/RRGC Put Option during the Stratford/RRGC Put Option
Period.
On Dec. 7, 2012, TLL Partners, Stratford and RRGC entered into the
Amendment No. 1 to the Put and Call and Transfer Restriction
Agreement whereby the parties amended the Put Agreement in order
to extend the Stratford/RRGC Put Option Period to 11:59 p.m.
Dallas, Texas time on Jan. 18, 2013.
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, Stratford Capital Partners, L.P., and its
affiliates disclosed that, as Dec. 7, 2012, they beneficially own
17,610,000 shares of common stock of Teletouch Communications,
Inc., representing 36.1% of the shares outstanding.
A copy of the filing is available for free at:
http://is.gd/ULFtjz
About Teletouch
Teletouch Communications, Inc., offers a comprehensive suite of
wireless telecommunications solutions, including cellular, two-way
radio, GPS-telemetry and wireless messaging. Teletouch is an
authorized provider of AT&T (NYSE: T) products and services
(voice, data and entertainment) to consumers, businesses and
government agencies, as well as an operator of its own two-way
radio network in Texas. Recently, Teletouch entered into national
agency and distribution agreements with Sprint (NYSE: S) and
Clearwire (NASDAQ: CLWR), providers of advanced 4G cellular
network services. Teletouch operates a chain of 26 retail and
agent stores under the "Teletouch" and "Hawk Electronics" brands,
in conjunction with its direct sales force, customer care (call)
centers and various retail eCommerce Web sites including:
http://www.hawkelectronics.com/and http://www.hawkexpress.com/
Through its wholly-owned subsidiary, Progressive Concepts, Inc.,
Teletouch operates a national distribution business, PCI
Wholesale, primarily serving large cellular carrier agents and
rural carriers, as well as auto dealers and smaller consumer
electronics retailers, with product sales and support available
through http://www.pciwholesale.com/and
http://www.pcidropship.com/among other B2B oriented Web sites.
The Company's balance sheet at Aug. 31, 2012, showed $11.88
million in total assets, $18.21 million in total liabilities and a
$6.33 million total shareholders' deficit.
BDO USA, LLP, in Houston, Texas, issued a "going concern"
qualification on the consolidated financial statement for the year
ended May 31, 2012. The independent auditors noted that the
Company has increasing working capital deficits, significant
current debt service obligations, a net capital deficiency along
with current and predicted net operating losses and negative cash
flows which raise substantial doubt about its ability to continue
as a going concern.
THERMOENERGY CORP: Has 63.8MM Common Shares Resale Prospectus
-------------------------------------------------------------
ThermoEnergy Corporation filed with the U.S. Securities and
Exchange Commission a Form S-1 registration statement relating to
the offering of 63,856,250 shares of common stock, par value
$0.001 per share, of the Company that may be sold from time to
time by George M. Abraham, Cary G. Bullock, Jeffrey Burt IRA, et
al.
The Company's common stock is currently traded on the Over-the-
Counter Bulletin Board under the symbol "TMEN.OB." On Dec. 12,
2012, the last reported sale price of the Company's common stock
on the OTCBB was $0.075 per share.
A copy of the prospectus is available for free at:
http://is.gd/Jk3sWa
About ThermoEnergy Corporation
Little Rock, Ark.-based ThermoEnergy Corporation is a clean
technologies company engaged in the worldwide development of
advanced municipal and industrial wastewater treatment systems and
carbon reducing clean energy technologies.
After auditing the 2011 results, Grant Thornton LLP, in Boston,
Massachusetts, expressed substantial doubt about the Company's
ability to continue as a going concern. The independent auditors
noted that the Company incurred a net loss for the year ended
Dec. 31, 2011, and, as of that date, the Company's current
liabilities exceeded its current assets by $3,387,000 and its
total liabilities exceeded its total assets by $4,603,000.
The Company reported a net loss of $17.38 million in 2011,
compared with a net loss of $14.85 million during the prior year.
The Company's balance sheet at Sept. 30, 2012, showed
$3.85 million in total assets, $13.06 million in total
liabilities, and a $9.21 million total stockholders' deficiency.
TITAN PHARMACEUTICALS: Signs Exclusive License Pact With Braeburn
-----------------------------------------------------------------
Titan Pharmaceuticals, Inc., signed a license agreement with
Braeburn Pharmaceuticals Sprl, wholly owned by Apple Tree Partners
IV, L.P., a partnership affiliated with Apple Tree Partners. The
license grants Braeburn exclusive commercialization rights in the
United States and Canada to the investigational product
Probuphine, a novel, subdermal implant and the first long-acting
product designed to deliver six months of the drug buprenorphine
hydrochloride following a single treatment. On Oct. 29, 2012,
Titan announced the submission of a New Drug Application (NDA) to
the U.S. Food and Drug Administration (FDA) for Probuphine for the
maintenance treatment of opioid dependence in adult patients.
Titan has received a non-refundable $15.75 million up-front
payment and will receive up to $50 million upon the approval of
Probuphine by the FDA for the treatment of opioid dependence.
Additionally, Titan will be eligible to receive up to $130 million
upon achievement of sales milestones and up to $35 million in
regulatory milestones for additional contemplated indications,
including chronic pain. Titan will receive tiered, double digit
percentage royalties on net sales of Probuphine within a range
that is customary for products at this stage. In addition to the
potential milestone payments, Apple Tree Partners IV has allocated
in excess of $75 million to launch, commercialize and continue the
development of Probuphine.
Apple Tree Partners, founded in 1999, creates life sciences
companies. Through two predecessor partnerships, Apple Tree
founded and built Aileron Therapeutics, Gloucester Pharmaceuticals
(acquired by Celgene), HeartWare International and Tokai
Pharmaceuticals. The firm intends to use the entirety of its
recently closed partnership, Apple Tree Partners IV, to build
Apple Tree Consolidated Sprl, a holding company that will create
and own complementary life sciences businesses (pharmaceuticals,
medical devices, and technology-enabled healthcare services).
Braeburn Pharmaceuticals will become a division of Apple Tree
Consolidated.
Braeburn Pharmaceuticals is led by a team that includes Rose
Crane, former Company Group Chair OTC, Specialty and Nutritionals
at Johnson & Johnson, and President, Primary Care at Bristol Myers
Squibb, and Garry Neil, M.D., former Group President
Pharmaceutical R&D at Johnson & Johnson.
"We believe this agreement with Braeburn Pharmaceuticals offers a
tremendous opportunity to accelerate the commercialization of
Probuphine and provides Titan with the financial resources to
further advance our technology and pipeline," said Sunil Bhonsle,
president of Titan. "While a broad range of pharmaceutical
companies expressed interest in Probuphine, we found that the
innovative model of the new company established by Apple Tree not
only provides us with a value-driven transaction for Titan
shareholders, but also brings to the process a seasoned team of
industry veterans with proven track records of launching and
commercializing important therapies, including controlled
substances. The North American Probuphine franchise will be
launched and developed by a top notch commercialization team,
maximizing the potential for its rapid acceptance in the medical
and patient community and a successful commercial launch for both
companies."
"The Board of Titan is extremely pleased with this strategic
partnering outcome and the path forward for Probuphine," said Marc
Rubin, M.D., executive chairman of Titan Pharmaceuticals. "It is
our ultimate goal to rapidly and efficiently advance Probuphine to
the market and the patients and clinicians who can benefit from
safe and effective treatments for opioid addiction. Braeburn
Pharmaceuticals has been formed with that same goal and we look
forward to working with their team to achieve it."
Under the terms of the agreement, Titan will remain responsible
for any expenses associated with the support of the current NDA
review process. Upon completion of the FDA review process,
Braeburn Pharmaceuticals will assume all responsibility for
commercialization and further clinical development of Probuphine
in the U.S. and Canada. The Titan team is already interacting
routinely with the Braeburn team and will continue to assist
through product launch as needed. Titan and Braeburn
Pharmaceuticals will also have a joint development committee to
oversee the overall strategic objectives and plans relating to the
development of Probuphine, including regulatory strategy with
respect to any Phase IV clinical trials, communications with
regulatory authorities and clinical programs for chronic pain and
any other potential indications.
"The leadership team of Braeburn Pharmaceuticals combines the
entrepreneurial success of Apple Tree Partners with a proven track
record in pharmaceutical development and commercialization," said
Ms. Crane, partner at Apple Tree Partners and head of
pharmaceutical commercialization at Apple Tree Consolidated. "We
are excited by the Probuphine opportunity and look forward to
working with the Titan team to drive the successful commercial
launch following FDA approval."
"Probuphine is an exciting new product with the potential to
change the lives of patients suffering from opiate dependence,"
said Dr. Neil, partner at Apple Tree Partners and head of
pharmaceutical research and development at Apple Tree
Consolidated.
A copy of the License Agreement is available for free at:
http://is.gd/9JfzPL
About Titan Pharmaceuticals
South San Francisco, California-based Titan Pharmaceuticals is a
biopharmaceutical company developing proprietary therapeutics
primarily for the treatment of central nervous system disorders.
The Company's balance sheet at Sept. 30, 2012, showed
$10.74 million in total assets, $37.87 million in total
liabilities, and a $27.13 million total stockholders' deficit.
Following the 2011 results, OUM & Co. LLP, in San Francisco,
California, expressed substantial doubt about Titan's ability to
continue as a going concern. The independent auditors noted that
the Company's cash resources will not be sufficient to sustain its
operations through 2012 without additional financing, and that the
Company also has suffered recurring operating losses and negative
cash flows from operations.
TOPS HOLDING: Plans to Offer $460 Million Senior Secured Notes
--------------------------------------------------------------
Tops Holding Corporation and Tops Markets, LLC, intend to offer
approximately $460 million in aggregate principal amount of senior
secured notes due 2017. The net proceeds from this offering and
borrowings under the Company's proposed new asset based loan
facility are expected to be used to repurchase any and all of the
Issuers' existing $350 million senior secured notes due 2015
tendered pursuant to the previously announced tender offer by the
Issuers and to pay a dividend to the Company's stockholders.
The Senior Secured Notes will not be registered under the
Securities Act of 1933, as amended, or applicable state securities
laws and may not be offered or sold in the United States absent
registration under such laws or applicable exemptions from such
registration requirements.
Commences Tender Offer
Tops Holding and Tops Markets, LLC, have commenced a cash tender
offer for any and all of their $350 million aggregate principal
amount of outstanding 10.125% senior secured notes due 2015, which
are guaranteed by all of the subsidiaries of the Company, and a
solicitation of consents to release the collateral securing the
Notes and the Guarantees and to certain proposed amendments to the
indenture governing the Notes and related collateral documents.
The Offer is scheduled to expire at 11:59 p.m., New York City
time, on Jan. 4, 2013, unless extended or earlier terminated.
Holders who validly tender (and do not validly withdraw) their
Notes and thereby provide their consents to the Proposed
Amendments and Release at or before 5:00 p.m. New York City time,
on Dec. 19, 2012, unless extended, will be eligible to receive the
Total Consideration. The Offer provides for an early settlement
option, so that holders whose Notes are validly tendered and not
subsequently validly withdrawn prior to the Consent Expiration and
accepted for purchase could receive payment as early as Dec. 20,
2012. Tenders of Notes may be validly withdrawn and consents may
be validly revoked until the Withdrawal Time.
The "Total Consideration" for each $1,000 principal amount of
Notes validly tendered and not subsequently validly withdrawn at
or prior to the Consent Expiration is $1,055.63, which includes a
consent payment of $10.00 for each $1,000 principal amount of
Notes validly tendered and not subsequently validly withdrawn.
Holders tendering Notes after the Consent Expiration will be
eligible to receive only the "Tender Offer Consideration," which
is $1045.63 for each $1,000 principal amount of Notes validly
tendered and not subsequently validly withdrawn, and does not
include a consent payment. Holders whose Notes are purchased in
the Offer will also receive accrued and unpaid interest from the
most recent interest payment date for the Notes to, but not
including, the applicable payment date.
Tendered Notes may be withdrawn and consents may be revoked at or
before 5:00 p.m., New York City time, on Dec. 19, 2012, but not
thereafter, except under limited circumstances. Any extension,
termination or amendment of the Offer will be followed as promptly
as practicable by a public announcement thereof.
The Company has engaged Merrill Lynch, Pierce, Fenner & Smith
Incorporated to act as the exclusive dealer manager and
solicitation agent in connection with the Offer.
About Tops Markets
Privately owned Tops Markets, LLC headquartered in Williamsville,
New York, operates a chain of 71 owned Tops supermarkets and 5
franchised stores ("legacy stores") in western New York state,
with approximately $1.7 billion of annual revenues. In February
2010, Tops acquired 79 stores from the bankruptcy estate of Penn
Traffic. Tops continues to operate 55 stores, of which 7 may sold
or closed as a result of a preliminary FTC order. The remaining
48 stores are in the final process of being re-branded as Tops
stores. Tops' primary markets have historically been the Buffalo
and Rochester metro areas, and will expand to the south and east
with the acquisition of the Syracuse-based Penn Traffic stores.
The company is 75% owned by Morgan Stanley Capital Partners, with
remaining ownership held largely by a unit of HSBC and company
management.
* * *
In the Nov. 25, 2011, edition of the TCR, Moody's Investors
Service upgraded the Corporate Family and Probability of Default
Ratings of Tops Holding Corporation ("Tops") to B3 from Caa1.
Tops Corporate Family Rating of B3 reflects the company's weak
credit metrics, its modest size relative to competitors, regional
concentration and aggressive financial policies. The rating is
supported by its stable operating performance in a challenging
business and competitive environment, its good regional market
presence and its good liquidity.
As reported by the TCR on April 30, 2012, Standard & Poor's
Ratings Services raised its ratings on Buffalo, N.Y.-based Tops
Holdings Corp., including the corporate credit rating to 'B+' from
'B'.
"The upgrade primarily reflects our revised view of the company's
financial risk profile as 'aggressive' from 'highly leveraged,'"
said Standard & Poor's credit analyst Charles Pinson-Rose.
UNIGENE LABORATORIES: G. Mayes Quits as Pres., Counsel & Director
-----------------------------------------------------------------
Gregory T. Mayes, President and General Counsel, and member of the
Board of Directors of Unigene Laboratories, Inc., gave notice of
his resignation of employment and as a member of the Board of
Directors to pursue new opportunities. The resignation will be
effective as of Dec. 31, 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."
USEC INC: Obtains Additional $45.7-Mil. Funding from Government
---------------------------------------------------------------
USEC Inc. and its subsidiary American Centrifuge Demonstration,
LLC, entered into Amendment No. 001 to the Cooperative Agreement
with the U.S. Department of Energy. The Amendment amends the
Cooperative Agreement dated as of June 12, 2012, between DOE, USEC
and ACD to provide for additional government obligated funds of
$45,720,000 through Feb. 23, 2013. This funding was made
available pursuant to the six-month continuing appropriations
measure passed by Congress and signed by the President on
Sept. 28, 2012, that provided funding for domestic uranium
enrichment research, development and demonstration at an annual
rate for operations of $100 million. The Amendment also amends
the Cooperative Agreement to incorporate the detailed estimate of
cost and schedule submitted by USEC and ACD to DOE on Sept. 21,
2012, and to specifically include the milestone dates agreed to
between USEC and DOE for the RD&D program technical milestones, as
previously described in the Company's quarterly report on Form 10-
Q for the quarter ended Sept. 30, 2012.
The Cooperative Agreement provides funding for a cost-share RD&D
program for the American Centrifuge project to enhance the
technical and financial readiness of the centrifuge technology for
commercialization. The Cooperative Agreement provides for 80% DOE
and 20% USEC cost sharing for work performed during the period
June 1, 2012, through Dec. 31, 2013, with a total estimated cost
of $350 million. DOE's total contribution would be up to $280
million and USEC's contribution would be up to $70 million. DOE's
contribution is incrementally funded. The Cooperative Agreement
provided initial DOE funding of $87.7 million and the Amendment
increases the obligated DOE funding to $133.4 million. USEC will
provide cost sharing equal to 20% of the allowable costs of $166.7
million of the RD&D program, or $33.3 million through Feb. 23,
2013. USEC's 20% contribution will include investments made by
USEC commencing June 1, 2012.
DOE's remaining cost share under the RD&D program of $146.6
million is conditioned upon the availability of appropriations or
other sources of consideration and therefore there is no assurance
that this additional funding will be made available.
About USEC Inc.
Headquartered in Bethesda, Maryland, USEC Inc. (NYSE: USU) --
http://www.usec.com/-- supplies enriched uranium fuel for
commercial nuclear power plants.
The Company reported a net loss of $540.70 million in 2011,
compared with net income of $7.50 million in 2010.
The Company's balance sheet at Sept. 30, 2012, showed
$3.76 billion in total assets, $3.11 billion in total liabilities,
and $652.2 million in stockholders' equity.
Bankruptcy Warning
"A delisting of our common stock by the NYSE and the failure of
our common stock to be listed on another national exchange could
have significant adverse consequences. A delisting would likely
have a negative effect on the price of our common stock and would
impair shareholders' ability to sell or purchase our common stock.
As of September 30, 2012, we had $530 million of convertible notes
outstanding. A "fundamental change" is triggered under the terms
of our convertible notes if our shares of common stock are not
listed for trading on any of the NYSE, the American Stock
Exchange, the NASDAQ Global Market or the NASDAQ Global Select
Market. Our receipt of a NYSE continued listing standards
notification ... did not trigger a fundamental change. If a
fundamental change occurs under the convertible notes, the holders
of the notes can require us to repurchase the notes in full for
cash. We do not have adequate cash to repurchase the notes. In
addition, the occurrence of a fundamental change under the
convertible notes that permits the holders of the convertible
notes to require a repurchase for cash is an event of default
under our credit facility. Accordingly, our inability to maintain
the continued listing of our common stock on the NYSE or another
national exchange would have a material adverse effect on our
liquidity and financial condition and would likely require us to
file for bankruptcy protection," according to the Company's
quarterly report for the period ended Sept. 30, 2012.
* * *
USEC Inc. carries 'Caa1' corporate and probability of default
ratings, with "developing" outlook, from Moody's.
As reported by the TCR on Aug. 17, 2012, Standard & Poor's Ratings
Services lowered its ratings on Bethesda, Md.-based USEC Inc.,
including the corporate credit rating to 'CCC' from 'CCC+'.
"The downgrade reflects our assessment of USEC's long-term
viability after the company publicly stated that it will be
difficult to continue enrichment operations at the Paducah Gaseous
Diffusion Plant after a one-year multiparty agreement to extend
operations expires in May 2013," said Standard & Poor's credit
analyst Maurice S. Austin.
USG CORP: Faces Class Action Lawsuit in Illinois
------------------------------------------------
USG Corporation, its subsidiary United States Gypsum Company and
seven other wallboard manufacturers were named as defendants in a
purported class action complaint filed in the United States
District Court for the Northern District of Illinois by Sierra
Drywall Systems, Inc., on behalf of itself and others similarly
situated. The complaint alleges, among other things, that the
defendants unlawfully conspired to fix the price for gypsum
wallboard sold in the United States through price increases for
the years 2012 and 2013 and the elimination of job quotes.
USG believes that the suit is without merit. USG denies that it
participated in any alleged conspiracy or has engaged in unlawful
conduct, and believes that its pricing decisions were, and
continue to be, made and implemented in full compliance with the
law. USG intends to vigorously defend its actions in the court
proceeding.
About USG Corporation
Based in Chicago, Ill., USG Corporation -- http://www.usg.com/--
through its subsidiaries, manufactures and distributes building
materials producing a wide range of products for use in new
residential, new nonresidential and repair and remodel
construction, as well as products used in certain industrial
processes.
The company filed for Chapter 11 protection on June 25, 2001
(Bankr. Del. Case No. 01-02094). When the Debtors filed for
protection from their creditors, they disclosed $3.252 billion in
assets and $2.739 billion in liabilities. The Debtors emerged
from bankruptcy protection on June 20, 2006.
The Company reported a net loss of $390 million in 2011 and a net
loss of $405 million in 2010.
The Company's balance sheet at Sept. 30, 2012, showed $3.66
billion in total assets, $3.54 billion in total liabilities and
$112 million in total stockholders' equity including
noncontrolling interest.
* * *
As reported by the TCR on Aug. 15, 2011, Standard & Poor's Ratings
Services lowered its corporate credit rating on USG Corp. to 'B'
from 'B+'.
"The downgrade reflects our expectation that USG's operating
results and cash flow are likely to be strained over the next year
due to the ongoing depressed level of housing starts and still-
weak commercial construction activity," said Standard & Poor's
credit analyst Thomas Nadramia. "It is now more likely, in
our view, that any meaningful recovery in housing starts may be
deferred until late 2012 or into 2013. As a result, the risk that
USG's liquidity in the next 12 to 24 months will continue to erode
(and be less than we incorporated into our prior ratings) has
increased. The ratings previously incorporated a greater
improvement in housing starts, which would have enabled USG to
reduce its negative operating cash flow in 2012 and achieve
breakeven cash flow or better by 2013."
In the Sept. 11, 2012, edition of the TCR, Fitch Ratings has
affirmed USG Corporation's (NYSE: USG) ratings, including the
company's Issuer Default Rating (IDR) at 'B-'. The
Rating Outlook has been revised to Stable from Negative.
The ratings for USG reflect the company's leading market position
in all of its businesses, strong brand recognition, its large
manufacturing network and sizeable gypsum reserves. Risks include
the cyclicality of the company's end-markets, excess capacity
currently in place in the U.S. wallboard industry, volatility of
wallboard pricing and shipments and the company's high leverage.
As reported by the TCR on Dec. 5, 2012, Moody's Investors Service
affirmed USG Corporation's Caa1 Corporate Family Rating and Caa1
Probability of Default Rating. USG's Caa1 Corporate Family Rating
reflects its high debt leverage characteristics, despite Moody's
expectation of improving operating performance.
VENTANA 20/20: Plan to be Funded by Future Operations
-----------------------------------------------------
Ventana 20/20 LP has filed a disclosure statement in support of
its plan of reorganization dated Nov. 1, 2012.
The goal of the Plan is to continue the Debtor's operation as a
business entity, including the marketing of properties, which will
allow the Debtor to repay creditors. The secured debt needs to be
reasonably restructured so payment obligations do not outstrip the
income from the sale and rental of the project.
The Plan will be funded by future operations of the Debtor's
business, including the rental, sale, re-financing, joint
venturing, re-capitalization, and/or development of properties
owned by the Debtor. The Plan also provides estimated time
periods during which the property will generate rental income and
Net Sales Proceeds, so as to pay creditors under the Plan. In
light of market turbulence, making projections as to disposition
or development dates is difficult, however, based upon the
expertise and experience of the Debtor and its principals, the
projections are as accurate an estimate as can be made. With a
reasonable restructure of the secured indebtedness, the Debtor
will be able to repay all creditors, as set forth in this Plan.
The existing management for the Debtor will remain in place. John
P. Murphy, the existing Managing Member of Ventana 20/20 GP, LLC,
which is the General Partner of Ventana 20/20 LP, will continue in
place, bringing his extensive and successful experience to the
reorganized Debtor.
A copy of the disclosure statement is available for free at:
http://bankrupt.com/misc/VENTANA_2020_ds.pdf
About Ventana 20/20 LP
Ventana 20/20 LP filed bare-bones Chapter 11 petition (Bankr. D.
Ariz. Case No. 12-17493) in Tucson on Aug. 3, 2012. The Debtor
disclosed $14,542,797 in assets and $10,938,012 in liabilities.
John Murphy, as manager of the Debtor, signed the Chapter 11
petition. Mr. Murphy is the founder, chairman and CEO of the
20/20 Group of companies. As a value investor, he has led or
participated in over $1 billion of multi-family acquisitions
across North America.
Bankruptcy Judge Eileen W. Hollowell oversees the case. Frederick
J. Petersen, Esq., at Mesch, Clark & Rothschild, P.C., serves as
the Debtor's counsel. Donald L. Schaefer, court appointed
receiver for the Debtors, is represented by Warren J. Stapleton,
Esq., at Osborn Maledon, P.A.
VIGGLE INC: Obtains Additional $2.5 Million from Sillerman
----------------------------------------------------------
Viggle Inc.'s Board of Directors approved an increase in the line
of credit with Sillerman Investment Company LLC, an affiliate of
Robert F.X. Sillerman, the Executive Chairman and Chief Executive
Officer of the Company from $12,500,000 to $15,000,000 and entered
into an Amended and Restated Line of Credit Promissory Note for
$15,000,000 but otherwise on the same terms and conditions as the
Grid Note. A further advance of $2,500,000 was made by the
Lender.
As previously disclosed, Sillerman agreed to advance up to
$10,000,000 to the Company, as evidenced by a line of credit grid
promissory note, dated as of June 29, 2012, that was executed and
delivered by the Company in favor of the Lender on July 6, 2012.
On Oct. 31, 2012, the Company's Board of Directors approved an
increase in the line of credit from $10,000,000 to $12,000,000 and
a further advance of $2,000,000 was made on Oct. 31, 2012. On
Dec. 3, 2012, the Company's Board of Directors approved an
increase in the line of credit from $12,000,000 to $12,500,000 and
entered into an Amended and Restated Line of Credit Promissory
Note for $12,000,000 but otherwise on the same terms and
conditions as the Grid Note. A further advance of $500,000 was
made by the Lender.
The Company is using the proceeds to fund working capital
requirements and for general corporate purposes. Because Mr.
Sillerman is a director, executive officer and greater than 10%
stockholder of the Company, the Company's independent directors
approved the transaction.
About Viggle
New York City-based Viggle Inc. is a loyalty marketing company.
The Company has developed a loyalty program for television that
gives people real rewards for checking into the television shows
they are watching on most mobile operating system. Viggle users
can redeem their points in the app's rewards catalog for items
such as movie tickets, music, or gift cards.
The Company's balance sheet at Sept. 30, 2012, showed
$17.3 million in total assets, $22.2 million in total liabilities,
and a stockholders' deficit of $4.9 million.
As reported in the TCR on Oct. 22, 2012, BDO USA, LLP, in New York
City, expressed substantial doubt about Viggle's ability to
continue as a going concern. The independent auditors noted that
the Company has suffered recurring losses from operations and at
June 30, 2012, has deficiencies in working capital and equity.
WPCS INTERNATIONAL: Incurs $493,000 Net Loss in Oct. 31 Quarter
---------------------------------------------------------------
WPCS International Incorporated filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
a net loss attributable to the Company of $493,386 on $9.94
million of revenue for the three months ended Oct. 31, 2012,
compared with a net loss attributable to the Company of $1.66
million on $21.75 million of revenue for the same period during
the prior year.
For the six months ended Oct. 31, 2012, the Company reported net
income attributable to the Company of $500,315 on $23.38 million
of revenue, compared with a net loss attributable to the Company
of $1.70 million on $40.37 million of revenue for the same period
during the previous year.
The Company's balance sheet at Oct. 31, 2012, showed $21.47
million in total assets, $14.69 million in total liabilities and
$6.78 million in total equity.
Andrew Hidalgo, CEO of WPCS, commented, "We are pleased to report
consecutive quarters of EBITDA profitability from our operation
centers. We have worked through a difficult prior fiscal year but
the recent results show that we are turning around our operating
performance and improving the organization. We have a healthier
balance sheet, positive operating results and now we have obtained
financing to support our working capital needs and growth
prospects. We have made great progress and believe we can now
deliver increased shareholder value. The management team is
reaffirming that we remain on target to achieve revenue of $60
million and EBITDA of $1 million for this fiscal year ending April
30, 2013."
"At October 31, 2012, the Company had cash and cash equivalents of
$921,206 and working capital of $1,265,636, which consisted of
current assets of $15,897,614 and current liabilities of
$14,631,978, and on December 4, 2012, repaid the existing loan
with Sovereign. However, the Company's outstanding obligations
under the Zurich Agreement and Indemnity Agreement 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/Q46m2p
About WPCS International
Exton, Pennsylvania-based WPCS International Incorporated provides
design-build engineering services that focus on the implementation
requirements of communications infrastructure. The Company
provides its engineering capabilities including wireless
communication, specialty construction and electrical power to the
public services, healthcare, energy and corporate enterprise
markets worldwide.
As reported by the TCR on Dec. 8, 2011, WPCS International and its
United Stated based subsidiaries, previously entered into a loan
agreement, dated April 10, 2007, as extended, modified and amended
several times, with Bank of America, N.A. The Company is seeking
alternative debt financing and has conducted discussions with
other senior lenders to replace the Loan Agreement. The Company
may not be successful in obtaining alternative debt financing or
additional financing sources may not be available on acceptable
terms. If the Company is required to repay the Loan Agreement,
the Company has sufficient working capital to repay the
outstanding borrowings.
J.H. COHN LLP, in Eatontown, New Jersey, issued a "going concern"
qualification on the consolidated financial statements for the
fiscal year ended April 30, 2012. The independent auditors noted
that the Company is in default of certain covenants of its credit
agreement and has incurred operating losses, negative cash flows
from operating activities and has a working capital deficiency as
of April 30, 2012. These matters raise substantial doubt about
the Company's ability to continue as a going concern.
WPCS reported a net loss attributable to the Company of
$20.54 million for the year ended April 30, 2012, compared to a
net loss attributable to the Company of $36.83 million during the
prior fiscal year.
Z TRIM HOLDINGS: To Issue 18 Million Shares Under Incentive Plan
----------------------------------------------------------------
Z Trim Holdings, Inc., filed with the U.S. Securities and Exchange
Commission a Form S-8 registration statement registering
18 million shares of common stock issuable under the Company's
Incentive Compensation Plan. The proposed maximum aggregate
offering price is $34.74 million. A copy of the prospectus is
available for free at http://is.gd/IA4HsM
About Z Trim
Mundelein, Ill.-based Z Trim Holdings, Inc., is a functional food
ingredient company which provides custom product solutions that
help answer the food industry's problems. Z Trim's revolutionary
technology provides value-added ingredients across virtually all
food industry categories. Z Trim's all-natural products, among
other things, help to reduce fat and calories, add fiber, provide
shelf-stability, prevent oil migration, and add binding capacity
-- all without degrading the taste and texture of the final food
products.
M&K CPAs,PLLC, in Houston, Texas, 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 had a working capital deficit and
reoccurring losses as of Dec. 31, 2011.
The Company reported a net loss of $6.94 million in 2011, compared
with a net loss of $10.91 million in 2010.
The Company's balance sheet at Sept. 30, 2012, showed $4.41
million in total assets, $24.99 million in total liabilities,
$6.36 million in total commitment and contingencies, and a $26.93
million total stockholders' deficit.
ZALE CORP: To Issue 1 Million Shares Under 2011 Incentive Plan
--------------------------------------------------------------
Zale Corporation filed a Form S-8 with the U.S. Securities and
Exchange Commission to register 1,012,853 shares of common stock
at a proposed maximum aggregate offering price of $4.61 million
under the Company's 2011 Omnibus Incentive Compensation Plan. A
copy of the prospectus is available at http://is.gd/bSS1e2
About Zale Corporation
Based in Dallas, Texas, Zale Corporation (NYSE: ZLC) --
http://www.zalecorp.com/-- is a specialty retailer of diamonds
and other jewelry products in North America, operating
approximately 1,900 retail locations throughout the United States,
Canada and Puerto Rico, as well as online. Zale Corporation's
brands include Zales Jewelers, Zales Outlet, Gordon's Jewelers,
Peoples Jewellers, Mappins Jewellers and Piercing Pagoda. Zale
also operates online at http://www.zales.com/,
http://www.zalesoutlet.com/,
http://www.gordonsjewelers.com/and http://www.pagoda.com/
Zale Corp. incurred a net loss of $27.31 million for the year
ended July 31, 2012, a net loss of $112.30 million for the year
ended July 31, 2011, and a net loss of $93.67 million for the year
ended July 31, 2010.
Zale Corp's balance sheet at Oct. 31, 2012, showed $1.33 billion
in total assets, $1.18 billion in total liabilities and $151.96
million in total stockholders' investment.
* MF Global Again Beats Out Lehman in Claim Trading
---------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that MF Global Inc. for a third month beat out Lehman
Brothers Holdings Inc. by having the largest number of traded
claims.
The report relates that in November there were 370 trades of MF
Global claims reported to U.S. bankruptcy courts, compared with
285 for the Lehman holding company and its brokerage subsidiary,
according to data compiled from court records by SecondMarket Inc.
In face amount of claims, Lehman remained the leader with almost
$4.5 billion in trades, compared with MF Global's $354.5 million.
The MF Global trades represented 8% of Lehman's. The Lehman
trades in amount represented 90% of the month's total exceeding
$5 billion in 904 trades, SecondMarket said.
Third place again was occupied by AMR Corp., the parent of
American Airlines Inc., with $140.7 million in 57 trades.
Since Lehman went bankrupt four years ago, more than $90 billion
in face amount of Lehman claims were traded, SecondMarket
previously said. Lehman filed for Chapter 11 protection in
September 2008 and confirmed a reorganization plan in December
2011. The Lehman plan was implemented in March, with two
distributions since then.
* Sale of Junk Debt Increased in 2012
-------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reported Dec. 21 that bankruptcy professionals will have another
tough year in 2013 thanks to the generosity of bond buyers willing
to purchase debt even from financially weak companies.
So far this year, $257 billion in junk debt has been sold, a 7.5%
increase compared with the recent high of $239 billion in 2010,
Moody's Investors Service said in a report.
Bond sales allowed junk-rated companies this year to eliminate
about 70% of debt that otherwise would have matured in 2013. As
it now stands, only about $20 billion in junk debt comes due next
year, Moody's said.
Bankruptcy professionals' best hope for a return to full
employment is congressional deadlock leading to budget cuts and
tax increases kicking in automatically in January. Moody's
predicts that falling off the so-called cliff will depress the
economy by 3.4%, "resulting in a 0.3% contraction and a
recession."
Absent a bailout from congressional inaction precipitating a
recession, new issuances of junk debt will continue depressing
next year's default rate. Moody's predicts that the 3.1% junk
default rate in November will further decline to 2.5% by June
before climbing slightly to 2.9% in November 2013.
Liquidity pressures on junk-rated companies also remain low and
continue trending down. Moody's liquidity-stress index,
representing the percentage of junk-rated companies with the
weakest liquidity, was 3.7% in December after declining every
quarter this year. One year ago, it was 4.5%. The long-term
average for the stress index is 7.5%. The peak was 20.9% in March
2009.
* BOOK REVIEW: Ralph H. Kilmann's Beyond the Quick Fix
------------------------------------------------------
Author: Ralph H. Kilmann
Publisher: Beard Books
Hardcover: 320 pages
Listprice: $34.95
Review by Henry Berry
Every few years, a new approach is offered for unleashing the
full potential of organized efforts. These are the quick fixes
to which the title of this book refers. The jargon of the quick
fix is familiar to any businessperson: decentralization, human
resources, restructuring, mission statement, corporate strategy,
corporate culture, and so on. These terms are all limited in
scope or objective, and some are even irrelevant or misconceived
with regard to the overall well-being and purpose of a
corporation.
With his extensive experience as a corporate consultant, author
of numerous articles, and professor in business studies, Kilmann
recognizes that each new idea for optimum performance and results
is germane to some area of a corporation. However, he also
recognizes that each new idea inevitably falls short in bringing
positive change -- that is, a change that is spread throughout
the corporation and is lasting. At best, when a corporation
relies on an alluring, and sometimes little more than
fashionable, idea, it is a wasteful distraction. At worst, it
can skew a corporate organization and its operations, thereby
allowing the corporation's true problems or weaknesses to grow
until they become ruinous. As the author puts it, "Essentially,
it is not the single approach of culture, strategy, or
restructuring that is inherently ineffective. Rather, each is
ineffective only if it is applied by itself -- as a "quick fix"."
Kilmann tells corporate leaders how to break the cycle of
embracing a quick fix, discarding it after it proves ineffective,
and then turning to a newer and ostensibly better quick fix that
soon proves to be equally ineffective. For a corporation to
break this self-defeating cycle, the author offers a five-track
program. The five tracks, or elements, of this program are
corporate culture, management skills, team-building, strategy-
structure, and reward system. These elements are interrelated.
The virtue of Kilmann's multidimensional five-track program is
that it addresses a corporation in its entirety, not simply parts
of it.
Kilmann's five tracks offer structural and operational aspects of
a corporation that executives and managers will find familiar in
their day-to-day leadership and strategic thinking. Thus, the
author does not introduce any unfamiliar or radical perspectives
or ideas, but rather advises readers on how to get all parts of a
corporation involved in productive change by integrating the five
tracks into "a carefully designed sequence of action: one by one,
each track sets the stage for the next track." Kilmann does
more, though, than bring all significant features of a modern
corporation together in a five-track program and demonstrate the
interrelation of its elements. His singularly pertinent and
useful contribution is providing a sequence of steps to be
implemented with respect to each track so that a corporation
progresses toward its goals in an integrated way.
Beyond the Quick Fix is a manual for implementing and evaluating
the progress of a five-track program for corporate success. The
book should be read by any corporate leader desiring to bring
change to his or her organization.
Ralph H. Kilmann has been connected with the University of
Pittsburgh for 30 years. For a time, he was its George H. Love
Professor of Organization and Management at its Katz Graduate
School of Business. Additionally, he is president of a firm
specializing in quantum transformations.
*********
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 ***