/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/130114.mbx T R O U B L E D C O M P A N Y R E P O R T E R Monday, January 14, 2013, Vol. 17, No. 13 Headlines 1220 SOUTH: Insiders OK'd to Lend Funds to Maintain Estate Home 1220 SOUTH: Court Approves Corcoran Group as Real Estate Broker 2005 JOHN: Case Summary & 3 Unsecured Creditors 30DC INC: CEO Edward Dale Discloses 23% Equity Stake 360 GLOBAL: Files Old Financial Statements as Required by Plan 400 EAST: Has Access to Cash Collateral Until Jan. 31 72 ALBANY: Voluntary Chapter 11 Case Summary AAA PROPERTIES: Case Summary & 20 Largest Unsecured Creditors ABLE MEDICAL: Case Summary & 20 Largest Unsecured Creditors AEOLUS PHARMACEUTICALS: Reports $1.7MM Net Income in Fiscal 2012 AES EASTERN: Plan of Liquidation Declared Effective Dec. 28 AFFIRMATIVE INSURANCE: Amends QS Agreement with Greenlight ALLIED SYSTEMS: Bankruptcy Court OKs Direct Fee as Fee Examiner ALLIED SYSTEMS: Conferring with Constituencies on Exit Strategy ALLIED SYSTEMS: PwC Giving More Tax Consulting Services ALLIED SYSTEMS: Brown Rudnick Tapped for Board Special Committee ALLY FINANCIAL: Declares Dividends on Preferred Stock ALON USA: S&P Assigns 'B' Issuer Credit Rating, Stable Outlook AMEREN ENERGY: Moody's Cuts Senior Unsecured Rating to 'B2' AMERICAN AIRLINES: Ex-Pilot Seeks Stay Relief to Pursue Appeal AMERICAN AIRLINES: Senior Pilots Appeal New Labor Contract AMERICAN AIRLINES: Pilots Also Appeal Retirement Plan Order AMERICAN AIRLINES: Expands Codeshare With airberlin AMERICAN APPAREL: GCIC Ltd. Holds 19.9% Equity Stake AMERICAN NATURAL: GCIC Ltd Discloses 4.5% Equity Stake AMERICAN NATURAL: Closes Sale of Additional $1 Million Debenture AMERICAN SUZUKI: Hikes DIP Financing to $100 Million AMERICAN WEST: Has Until April to Access Cash Collateral AMERICAN WEST: Still Facing U.S. Trustee Objection to Plan AMES DEPARTMENT: Plan Solicitation Exclusivity Expires Jan. 31 APPLIED DNA: Sells 5,500 Preferred Shares to Crede for $5.5-Mil. ARCAPITA BANK: Sale of Assisted Living to Sunrise Approved ARCAPITA BANK: $150-Mil. Murabaha DIP Facility Approved ARCAPITA BANK: Jan. 16 Hearing on More Plan Exclusivity ARKANOVA ENERGY: Reports $3.8-Mil. Net Income in Fiscal 2012 AS SEEN ON TV: Receives $7.3 Million From Units Offering ATI HOLDINGS: Moody's Assigns 'B2' CFR/PDR; Outlook Stable ATLAS ENERGY: Moody's Assigns 'B2' CFR; Rates Sr. Notes 'Caa1' ATLAS RESOURCE: S&P Assigns 'B' CCR, Rates New $250MM Notes 'B-' AXION INTERNATIONAL: Allen Kronstadt Holds 33.1% Equity Stake AXION INTERNATIONAL: Issues $500,000 Conv. Note to A. Kronstadt AVANTAIR INC: Gilder Gagnon Hikes Lowers Equity Stake to 4.9% B & B REAL ESTATE: Case Summary & 20 Largest Unsecured Creditors B&T OLSON: Granted Access to Opus Cash Collateral BANK OF NEVADA: Moody's Affirms 'Ba1' Deposit Rating BOMBARDIER INC: Fitch Affirms 'BB' IDR on New Debt Issuance BOMBARDIER INC: S&P Rates $2-Bil. Senior Unsecured Notes 'BB' BON-TON STORES: Supplements Indentures with BNYM, Wells Fargo BOOMERANG SYSTEMS: Accepts $3MM Convertible Notes Subscriptions BROADWAY FINANCIAL: Fails to Comply with $1 Bid Price Rule BWAY PARENT: Moody's Affirms 'B2' CFR/PDR; Outlook Negative CALCEUS ACQUISITION: Moody's Assigns 'B2' CFR; Outlook Stable CASH STORE: S&P Lowers Issuer Credit Rating to 'B-', Outlook Neg. CATALYST PAPER: Receives Final TSX Listing Approval CENTRAL ASSEMBLY: Case Summary & 4 Unsecured Creditors CENTRAL EUROPEAN: Appeals Nasdaq Determination to Delist Stock CEREPLAST INC: Misses $665,000 Interest Payment to Wells Fargo CHINA BAK: Incurs $65.8-Mil. Net Loss in Fiscal 2012 CHINA ORGANIC: Incurs $2.5-Mil. Net Loss in Fiscal 2011 CPI CORP: Forbearance with Bank of America Expires Jan. 18 CROATAN SURF: Wants Chapter 11 Case Dismissed CROWN MEDIA: CFO Gets Employment Extension to 2014, Salary Hike CUSTER ROAD: Court Approves Dismissal of Chapter 11 Case DALLAS ROADSTER: Texas Capital Granted Stay Relief on Pending Suit DELTATHREE INC: To Issue 10-Mil. Shares Under Incentive Plan DEWEY & LEBOEUF: Wants Jan 18 Initial Admin. Claims Bar Date DIAL GLOBAL: Amends Second Quarter Form 10-Q DIALOGIC INC: To Cut 13% of Workforce to Reduce Costs DRINKS AMERICAS: Steven Dallas Quits as Interim CFO DUNE ENERGY: Stephen Kovacs Resigns from Board DYNASIL CORP: Thomas Leonard Succeeds Richard Johnson as CFO, CAO EARTHBOUND HOLDING: Moody's Cuts CFR to 'B3'; Outlook Negative EASTMAN KODAK: $527 Million Patent Sale Receives Court Approval EDIETS.COM INC: Extends Maturity of Director Notes to June 30 EDISON MISSION: U.S. Trustee Forms 9-Member Creditors Committee EDISON MISSION: Meets Noteholders, Shares Cash Forecasts EDUCATION MANAGEMENT: Moody's Cuts CFR to Caa2; Outlook Negative ELAN PHARMACEUTICALS: Biosurplus to Hold Liquidation Auctions ELITE PHARMACEUTICALS: Wilson Gilliam Lowers Equity Stake to 3.9% EMISPHERE TECHNOLOGIES: Mark Rachesky Holds 48.1% Equity Stake EMMIS COMMUNICATIONS: Reports $4.6MM Net Income in Nov. 30 Qtr. ENERGY FUTURE: Releases Preliminary Results of Exchange Offers ENERGY SERVICES: Incurs $48.5-Mil. Net Loss in Fiscal 2012 ENERGYSOLUTIONS INC: 1818 Master No Longer Owns Shares ENERGYSOLUTIONS INC: Clint Carlson Discloses 8.8% Equity Stake ENTERTAINMENT TECHNOLOGIES: Voluntary Chapter 11 Case Summary EPICEPT CORP: Daniel Teper Presented at 6th Annual OneMedForum ERA GROUP: Moody's Corrects November 26 Rating Release ESTATE OF BILLY WATSON: Case Summary & Unsecured Creditor FAIRWEST ENERGY: Obtains CCAA Relief Extension Order FIRST PLACE: Wilmington Trust Added to Creditors Committee FITZSIMONS PROMENADE: Voluntary Chapter 11 Case Summary FORCE FUELS: Knight Capital Discloses 5.1% Equity Stake FTMI REAL ESTATE: Use of Housing and Urban Cash Collateral Okayed FTMI REAL ESTATE: Has Green Light to Hire Eisinger as Counsel FTMI REAL ESTATE: Court Approves Richard Lundy as Accountant FTMI REAL ESTATE: Can Hire Reznick Group as Accountant FREDERICK'S OF HOLLYWOOD: Five Nominees Elected to Board FUSION TELECOMMUNICATIONS: Amends 2011 Annual Report GEA SEASIDE: Case Summary & 20 Largest Unsecured Creditors GIGGLES N HUGS: Incurs $215,000 Net Loss in Third Quarter GLOBAL AVIATION: Committee Counsel's Lowenstein Sandler LLP GLYECO INC: Buys Glycol-Related Assets of Evergreen for $258,000 GMX RESOURCES: Amends Rights Plan with Computershare GREENMAN TECHNOLOGIES: Incurs $4.5-Mil. Net Loss in Fiscal 2012 GREENWOOD FORGINGS: Updated Case Summary & Creditors' Lists GUIDED THERAPEUTICS: Completes CSA Requirements for LuViva H&M OIL: Wants Access to Funds from Oil and Gas Related Activities HAMPTON CAPITAL: Case Summary & 20 Largest Unsecured Creditors HANDY HARDWARE: Case Summary & 30 Largest Unsecured Creditors HAWKER BEECHCRAFT: DIP Loans End Date Extended to Feb. 28 HCC CABINETS: Case Summary & Unsecured Creditor HD SUPPLY: Had $639 Million Net Loss in Fiscal 2012 HD SUPPLY: To Offer $650 Million of Senior Subordinated Notes HD SUPPLY: Prices Offering of $950 Million Sr. Subordinated Notes HELIX ENERGY: Moody's Corrects December 12 Rating Release HILLTOP FARMS: Can Use First Bank Cash Collateral Until Feb. 28 HORNE INTERNATIONAL: Incurs $407,000 Net Loss in Sept. 23 Qtr. HOSTESS BRANDS: Selects Flower Foods as Stalking Horse Bidder HOSTESS BRANDS: Has Forbearance From DIP Lenders Until June 30 HOSTESS BRANDS: OK'd to Form Committee of Retired Employees HOSTESS BRANDS: Using Cash Collateral Until Jan. 25 Hearing HOVNANIAN ENTERPRISES: State Street Discloses 12.2% Equity Stake HYDROFLAME TECHNOLOGIES: Court Grants Relief from Involuntary ICEWEB INC: Incurs $6.5-Mil. Net Loss in Fiscal 2012 INFINITY ENERGY: Reports $4.2 Million Net Income in 3rd Quarter INERGETICS INC: James DeLucia Named to Board of Directors INSPIREMD INC: Names Alan Milinazzo President and CEO ISC8 INC: Incurs $19.7-Mil. Net Loss in Fiscal 2012 J AND Y INVESTMENT: Case Summary & 20 Largest Unsecured Creditors JOURNAL REGISTER: Court Approves Feb. 15 Auction for Assets JUDO ASSOCIATES: Case Summary & 8 Unsecured Creditors K-V PHARMACEUTICAL: Panel Balks at Noteholders Security Claims KENNEDY BROTHERS: Case Summary & 20 Largest Unsecured Creditors KKR FINANCIAL: Fitch to Rate Preferred Stock Issuance at 'BB+' KODIAK OIL: Moody's Assigns 'B3' Rating to Sr. Unsecured Notes KODIAK OIL: S&P Rates New $300MM Senior Unsecured Notes 'B-' LAUREATE EDUCATION: Moody's Says Incremental Loan Credit Neg. LEHMAN BROTHERS: Asks for Court to Block Government Taxes on Deals LEHMAN BROTHERS: CIBC Paying $149.5-Mil. to Settle Claim LEHMAN BROTHERS: Citi Withdraws Citi Motion After Settlement LEHMAN BROTHERS: Court OKs Fee Requests of Bortstein, et al. LEHMAN BROTHERS: Brown Rudnick Allowed to Set Off From Retainer LEO MOTORS: Incurs $184,000 Net Loss in Third Quarter LIBERTY HARBOR: Seeks More Plan Time, Blames Hurricane Sandy LITHIUM TECHNOLOGY: Lim Kee Discloses 73.1% Equity Stake LMK PROPERTIES: Case Summary & 9 Largest Unsecured Creditors LOT 425R: Voluntary Chapter 11 Case Summary LSP ENERGY: Gets Bankruptcy Court OK to Employ Deloitte Tax LUMBER PRODUCTS: Sterling Bank Balks at Trustee's Liquidation Plan LUXEYARD INC: 3 Creditors File Involuntary Bankruptcy Petition MASTERCRAFT DESIGN/BUILD: Case Summary & Creditors List MEDICAL INTERNATIONAL: Incurs $110,000 Net Loss in Fiscal 2012 MERISEL INC: Obtains Waivers Under PNC Credit Facility MERRILL CORP: Moody's Affirms 'Caa3' CFR; Outlook Negative MMRGLOBAL INC: Inks Non-Exclusive License Pact With Interbit Data MOMENTIVE PERFORMANCE: Extends $1.1BB Exchange Offer to Jan. 14 MOMENTIVE SPECIALTY: Wants to Incur Add'l $1.1 Billion in Debt MONITOR COMPANY: Deloitte Completes Acquisition MOSS FAMILY: Seeks 120-Day Extension of Plan Deadline MS.SOPHIA, LLC: Case Summary & 3 Unsecured Creditors MUNIMAE TE: Moody's Affirms 'Ba1(sf)' Issuer Rating NATIONAL HOLDINGS: Incurs $1.9-Mil. Net Loss in Fiscal Year 2012 NESBITT PORTLAND: Authorized to Access U.S. Bank's Cash Collateral NEW PEOPLES: Frank Kilgore Quits from Board of Directors NEW STREAMWOOD: Case Summary & Unsecured Creditor NMT MEDICAL: Knight Capital Discloses 7.6% Equity Stake NORANDA ALUMINUM: Moody's Assigns 'B2' CFR/PDR; Outlook Negative NORD RESOURCES: Has New Copper Cathode Sales Pact With Red Kite NORTHAMPTON GENERATING: Wants Plan Deadline Moved to March 9 NORTHAMPTON GENERATING: Cash Use Extended to Jan. 18 NORTHCORE TECHNOLOGIES: Amends 2011 Annual Report NORTHCORE TECHNOLOGIES: Signs Consulting Pact with Dynamic Equity NUSTAR LOGISTICS: Moody's Cuts Sr. Long-Term Debt Rating to 'Ba1' OCALA SHOPPES: Case Summary & 20 Largest Unsecured Creditors OLDE PRAIRIE: Parties-In-Interest Object to the Plan Confirmation OLD SECOND: To Release Q4 Financial Results on Jan. 23 OMNICOMM SYSTEMS: Matthew Veatch Quits from Board of Directors OPTIMUMBANK HOLDINGS: Ari Haas Discloses 9.7% Equity Stake OVERLAND STORAGE: Fails to Comply with NASDAQ's MVLS Rule OVERLAND STORAGE: Marathon Capital Hikes Equity Stake to 14.3% OVERSEAS SHIPHOLDING: Taps Chilmark Partners as Financial Advisor OVERSEAS SHIPHOLDING: Taps Morris Nichols as Delaware Co-Counsel OXFORD FINANCE: Moody's Assigns 'B1' CFR; Outlook Stable P&K HANNA: Case Summary & 4 Unsecured Creditors PACIFIC DEVELOPMENT: Plan Effective; Claims Objection Due Feb. 2 PATRIOT COAL: Non-Union Retirees Want Own Official Committee PATRIOT COAL: Selling Lower 5 Block Coal Seam to Pardee Minerals PATRIOT COAL: Peabody Denies Fraudulent Transfer Allegations PEER REVIEW: Employs Drake Klein as New Accountant PENINSULA HOSPITAL: Gary R. Lambert Approved as Accountant PENINSULA HOSPITAL: LaMonica Herbst OK'd as Trustee's Counsel PENINSULA HOSPITAL: Trustee Sold Nursing Home to Melnicke PEREGRINE PHARMACEUTICALS: $8.75MM Net Loss in Oct. 31 Quarter PICCADILLY RESTAURANTS: 2nd Amended List of Top Unsec. Creditors PINNACLE AIRLINES: Wants Until April 25 to Propose Chapter 11 Plan RESIDENTIAL CAPITAL: Proposes Auction for FHFA-Insured Loans RESIDENTIAL CAPITAL: Amends AFI Cash Collateral Order RESIDENTIAL CAPITAL: Proposes Locke Lord as Litigation Counsel SATNAM LODGING: Case Summary & 20 Largest Unsecured Creditors SHORE SERVICES: Case Summary & 4 Largest Unsecured Creditors SILIKEN MANUFACTURING: Updated Case Summary & Creditors' Lists SINO-FOREST CORP: Unveils CCAA Plan Implementation Date SINTRA CAPITAL: Case Summary & 20 Largest Unsecured Creditors SPRINT NEXTEL: S&P Puts 'B+' Corp. Credit Rating on CreditWatch TC GLOBAL: Court Approves McDreamy Offer TER/KAR LLC: Case Summary & 2 Unsecured Creditors TIGER HOSPITALITY: Case Summary & 20 Largest Unsecured Creditors VI-JON INC: Financial Results No Impact on Moody's 'B2' CFR WATERMAN PROPERTIES: Case Summary & 6 Unsecured Creditors * Moody's Says Commercial Property Prices to Trend Flat or Down * Moody's Says One-Third of US Colleges Faces Falling Revenues * Moody's Says North-American Consumer Product Company Bonds Weak * Timing Is Everything for Potential "Bond Bubble," Fitch Says * US Credit Card Chargeoffs Close Out 2012 at 6Yr Low, Fitch Says * BOND PRICING -- For Week From Jan. 7 to 11, 2013 ********* 1220 SOUTH: Insiders OK'd to Lend Funds to Maintain Estate Home --------------------------------------------------------------- The Hon. Erik P. Kimball authorized 1220 South Ocean Boulevard, LLC, to incur postpetition financing from insiders. The Court said that Dan Swanson and Karen Swanson will lend to the Debtor on a continuing basis the funds necessary to maintain the estate home. In exchange Mr. Swanson and Ms. Swanson will be allowed an administrative expense claim (but not a superpriority administrative claim) nunc pro tunc to the Petition Date. About 1220 South Ocean 1220 South Ocean Boulevard, LLC, filed a Chapter 11 petition (Bankr. S.D. Fla. Case No. 12-32609) in its home-town in West Palm Beach, Florida. The Debtor disclosed $74 million in total assets and $41.5 million in liabilities as of Sept. 7, 2012. According to http://1220southocean.com/,1220 South Ocean is a French-inspired waterfront estate homes and resort located in Palm Beach. Owned by real estate developer Dan Swanson, president of Addison Development, 1220 South Ocean sits on 2.5 private and secure acres of land, has 20,000 square feet of living plus an additional 7,000 square feet of loggias, garages & guest house. The resort is located four miles to Palm Beach International Airport. Mr. Swanson other developments include the Phipps Estates in Palm Beach and Addison Estates at the Boca Hotel. Kenneth S. Rappaport, Esq., at Rappaport Osbourne & Rappaport, in Boca Raton, Florida, serves as counsel to the Debtor. 1220 SOUTH: Court Approves Corcoran Group as Real Estate Broker --------------------------------------------------------------- 1220 South Ocean Boulevard LLC sought and obtained permission from the U.S. Bankruptcy Court for the Southern District of Florida to employ James L. McCann of Corcoran Group Palm Beach as real estate broker for two lots in Palm Beach County. Mr. McCann will: a) analyze and determine the market value of the property; b) advertise and show the property to potential buyers; and c) sell and close on the Property. To the best of the Debtor's knowledge, neither Mr. McCann nor the firm represent any interest adverse to the bankruptcy estate, the creditors of the Debtor, any other party in interest, their respective attorneys and accountants, the U.S. Trustee, or any person employed in the office of the U.S. Trustee. The Debtor has also determined that a 4% commission is appropriate for like sales in the area. In addition, the Debtor believes that the special clauses that allow for the broker to be paid a fee of 2.5%, if broker is the sole agent, or a 0.5% fee plus documented marketing expenses (not to exceed an additional 0.5%) for a total not to exceed 1% if the Seller brings the buyer is reasonable and apt for this sort of transaction. About 1220 South Ocean 1220 South Ocean Boulevard, LLC, filed a Chapter 11 petition (Bankr. S.D. Fla. Case No. 12-32609) in its home-town in West Palm Beach, Florida. The Debtor disclosed $74 million in total assets and $41.5 million in liabilities as of Sept. 7, 2012. According to http://1220southocean.com/,1220 South Ocean is a French-inspired waterfront estate homes and resort located in Palm Beach. Owned by real estate developer Dan Swanson, president of Addison Development, 1220 South Ocean sits on 2.5 private and secure acres of land, has 20,000 square feet of living plus an additional 7,000 square feet of loggias, garages & guest house. The resort is located four miles to Palm Beach International Airport. Mr. Swanson other developments include the Phipps Estates in Palm Beach and Addison Estates at the Boca Hotel. Judge Erik P. Kimball oversees the case. Kenneth S. Rappaport, Esq., at Rappaport Osbourne & Rappaport, in Boca Raton, Florida, serves as counsel to the Debtor. 2005 JOHN: Case Summary & 3 Unsecured Creditors ----------------------------------------------- Debtor: 2005 John D Thomas Trust 16133 Ventura Blvd. Suite 700 Encino, CA 91436 Bankruptcy Case No.: 13-10132 Chapter 11 Petition Date: January 7, 2013 Court: United States Bankruptcy Court Central District Of California (San Fernando Valley) Judge: Alan M. Ahart Debtor's Counsel: James Mortensen, Esq. 3700 Wilshire Blvd., Suite 520 Los Angeles, CA 90010 Tel: (213) 387-7414 Fax: (213) 387-8414 E-mail: pimmsno1@aol.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $0 to $50,000 A list of the Company's three largest unsecured creditors, filed together with the petition, is available for free at http://bankrupt.com/misc/cacb13-10132.pdf The petition was signed by John D. Thomas, trustee. 30DC INC: CEO Edward Dale Discloses 23% Equity Stake ---------------------------------------------------- In an amended Schedule 13D filing with the U.S. Securities and Exchange Commission, Edward W. Dale, chief executive officer and director of 30DC, Inc., disclosed that, as of Dec. 31, 2012, he beneficially owns 20,036,440 shares of common stock of 30DC representing 23.05% of the shares outstanding. Mr. Dale previously reported beneficial ownership of 27.47% equity Stake as of June 26, 2012. A copy of the amended filing is available at: http://is.gd/rnOAB5 About 30DC Inc. New York-based 30DC, Inc., provides Internet marketing services and related training to help Internet companies in operating their businesses. It operates in two divisions, 30 Day Challenge and Immediate Edge. The Company reported a net loss of $1.44 million for the fiscal year ended June 30, 2011, following a net loss of $1.06 million in fiscal 2010. As reported in the TCR on Dec. 19, 2011, Marcum LLP, in New York, expressed substantial doubt about 30DC's ability to continue as a going concern, following the Company's results for the fiscal year ended June 30, 2011. The independent auditors noted that the Company has had recurring losses, and has a working capital and stockholders' deficiency as of June 30, 2011. The Company's balance sheet at March 31, 2012, showed $1.82 million in total assets, $2.21 million in total liabilities and a $394,450 total stockholders' deficiency. The Company said in its quarterly report for the period ending March 31, 2012, that if it is unable to raise additional capital or encounters unforeseen circumstances, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, issuance of additional shares of the Company's stock to settle operating liabilities which would dilute existing shareholders, curtailing its operations, suspending the pursuit of its business plan and controlling overhead expenses. The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all. These conditions raise substantial doubt about the Company's ability to continue as a going concern. 360 GLOBAL: Files Old Financial Statements as Required by Plan -------------------------------------------------------------- 360 Global Investments filed with the U.S. Securities and Exchange Commission Form 10-Ks and 10-Qs as required by its reorganization plan. 360 Global had $0 net income on $0 of revenue for the fiscal year ended Dec. 31, 2008, compared with net income of $36.3 million on $0 of revenue during the prior year. For the nine months ended Sept. 30, 2009, the Company incurred a net loss of $112,500 on $0 of revenue, compared with net income of $0 on $0 of revenue for the same period during the previous year. A copy of the Form 10-K for the fiscal year ended Dec. 31, 2008 is available for free at http://is.gd/Jsa6wm A copy of the Form 10-Q for the three months ended June 30, 2009, is available for free at: http://is.gd/qykpuJ A copy of the Form 10-Q for the quarter ended Sept. 30, 2009, is available for free at: http://is.gd/26UBpT As approved by the Bankruptcy Court in the Viansa Plan and Disclosure Statement, Viansa and the Texas Property are being sold including the residential real estate, the mining operations, as well as the mineral rights. Viansa was sold to Laurus Master Fund, Ltd., in December of 2007 for a total of $40,667,075. The sale resulted in a total discharge of Global's debt. Global's residual interest in the Texas Property was limited to $250,000 with any excess proceeds from disposal going to the Global Trust for the benefit of the creditors. As approved by the Bankruptcy Court in the Global Plan and Disclosure Statement, Reorganized Global's business plan is made up of two activities. First, undertaking the administrative, accounting, SEC related, and all other work necessary to prepare and file updated financial statements and annual and quarterly reports with the SEC and any other governmental organizations, in order to re-establish Reorganized Global as a fully reporting public company and re-list its common stock on a nationally recognized stock exchange or market quotation system. In order to accomplish this goal, Reorganized Global's plan is to complete the various SEC filings (among other filings and reports), which Reorganized Global will complete as soon as practical taking into account the general economic climate. About 360 Global 360 Global Investments, formerly 360 Global Wine Company, is a publicly traded investment holding company that has invested in a number of diverse business activities and that has targeted a number of industries for future investment. 360 Global is domiciled in the state of Nevada and its corporate headquarters are located in Los Angeles, Calif. 360 Global Wine Company, Inc., filed for Chapter 11 protection (Bankr. D. Nev. Case No. 07-50205) on March 7, 2007. 400 EAST: Has Access to Cash Collateral Until Jan. 31 ----------------------------------------------------- 400 East 51st Street LLC has access to cash collateral of lender 51st Street Lender LLC until Jan. 31, 2013, pursuant to the terms of a stipulation approved by the bankruptcy judge. 51st Street Lender holds a first and second mortgage on the Debtor's property consisting of a commercial unit and Unit 21C at the Grand Beekman Condominium located at 400 east 51st Street, New York City. The Debtor projects income in the three-month period from November 2012 to January 2013 of $182,000, with expenses of $78,000. Through a consensual resolution with the lender, the Debtor will turn over to the lender on a monthly basis, as adequate protection payments, rental income in excess of amounts necessary to pay the expenses. The Debtor will also grant the lender replacement liens, superpriority administrative expense claim status, subject to a carve-out on certain expenses. About the Debtor 400 East 51st Street LLC filed a Chapter 11 petition (Bankr. S.D.N.Y. Case No. 12-14196) on Oct. 9, 2012. The Debtor, a Single Asset Real Estate under 11 U.S.C. Sec. 101 (51B), owns property in 150 East 58th Street, New York. Judge Robert E. Gerber presides over the case. Hanh V. Huynh, Esq., at Herrick, Feinstein LLP, in New York, serves as counsel. The Debtor disclosed $15,058,088 in asset and $11,522,779 in liabilities as of the Chapter 11 filing. The petition was signed by Simon Elias, member and chief administrative officer. 72 ALBANY: Voluntary Chapter 11 Case Summary -------------------------------------------- Debtor: 72 Albany Avenue Realty LLC 573 Derby Avenue Woodmere, NY 11598 Bankruptcy Case No.: 13-70086 Chapter 11 Petition Date: January 7, 2013 Court: United States Bankruptcy Court Eastern District of New York (Central Islip) Judge: Dorothy Eisenberg Debtor's Counsel: Howard S. Greenberg, Esq. RAVIN GREENBERG LLC 101 Eisenhower Parkway Roseland, NJ 07068 Tel: (973) 226-1500 Fax: (973) 226-6888 E-mail: hgreenberg@ravingreenberg.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 The Debtor did not file a list of its largest unsecured creditors together with its petition. The petition was signed by Yaakov Friedman, authorized agent/managing member. AAA PROPERTIES: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------- Debtor: AAA Properties, LLC dba Amsterdam Rentals 205 Central Avenue Schenectady, NY 12304 Bankruptcy Case No.: 13-10054 Chapter 11 Petition Date: January 10, 2013 Court: U.S. Bankruptcy Court Northern District of New York (Albany) Judge: Robert E. Littlefield, Jr. Debtor's Counsel: Richard H. Weiskopf, Esq. O'CONNELL & ARONOWITZ 54 State Street, 9th Floor Albany, NY 12207 Tel: (518) 462-5601 Fax: (518) 462-2670 E-mail: rweiskopf@oalaw.com Scheduled Assets: $1,049,179 Scheduled Liabilities: $728,657 A copy of the Company's list of its 20 largest unsecured creditors filed with the petition is available for free at: http://bankrupt.com/misc/nynb13-10054.pdf The petition was signed by Alan B. Kuhn, member. ABLE MEDICAL: Case Summary & 20 Largest Unsecured Creditors ----------------------------------------------------------- Debtor: Able Medical Transport of Southern Ohio, LLC 1281 River Road Chillicothe, OH 4560 Bankruptcy Case No.: 13-50104 Chapter 11 Petition Date: January 7, 2013 Court: United States Bankruptcy Court Southern District of Ohio (Columbus) Judge: C. Kathryn Preston Debtor's Counsel: James A. Coutinho, Esq. Myron N. Terlecky, Esq. STRIP HOPPERS LEITHART MCGRATH & TERLEC 575 South Third Street Columbus, OH 43215 Tel: (614) 228-6345 Fax: (614) 228-6369 E-mail: jac@columbuslawyer.net mnt@columbuslawyer.net Estimated Assets: $100,001 to $500,000 Estimated Debts: $1,000,001 to $10,000,000 A copy of the Company's list of its 20 largest unsecured creditors, filed together with the petition, is available for free at http://bankrupt.com/misc/ohsb13-50104.pdf The petition was signed by Shad E. Wooten, chief financial officer. AEOLUS PHARMACEUTICALS: Reports $1.7MM Net Income in Fiscal 2012 ---------------------------------------------------------------- Aeolus Pharmaceuticals, Inc., filed on Dec. 31, 2012, its annual report on Form 10-K for the fiscal year ended Sept. 30, 2012. Grant Thornton LLP, in San Diego, Calif., expressed substantial dobut about Aeolus Pharmaceuticals' ability continue as a going concern. The independent auditors noted that the Company has incurred recurring losses and negative cash flows from operations, and management believes the Company does not currently possess sufficient working capital to fund its operations through fiscal 2013. The Company reported net income of $1.7 million (including a non- cash gain for decreases in valuation of warrants of approximately $4.1 million) on $7.3 million of contract revenue in fiscal 2012, compared with net income of $299,000 (including a non-cash gain for decreases in valuation of warrants of $3.9 million) on $4.8 million of contract revenue in fiscal 2011. The Company's balance sheet at Sept. 30, 2012, showed $1.3 million in total assets, $21.6 million in total liabilities, and a stockholders' deficiency of $20.3 million. A copy of the Form 10-K is available at http://is.gd/Aha7ya About Aeolus Pharmaceuticals Mission Viejo, California-based Aeolus Pharmaceuticals, Inc., is a Southern California-based biopharmaceutical company leveraging significant government investment to develop a platform of novel compounds in oncology and biodefense. The platform consists of over 200 compounds licensed from Duke University and National Jewish Health. The Company's lead compound, AEOL 10150, is being developed as a medical countermeasure ("MCM") against the pulmonary sub-syndrome of acute radiation syndrome ("Pulmonary Acute Radiation Syndrome" or "Lung-ARS") as well as the gastrointestinal sub-syndrome of acute radiation syndrome ("GI-ARS"). Both syndromes are caused by acute exposure to high levels of radiation due to a radiological or nuclear event. It is also being developed for use as a MCM for exposure to chemical vesicants such as chlorine gas, sulfur mustard gas and nerve agents. AES EASTERN: Plan of Liquidation Declared Effective Dec. 28 ----------------------------------------------------------- AES Eastern Energy, L.P., et al., notified the U.S. Bankruptcy Court for the District of Delaware that the effective date of its Second Amended Joint Plan of Liquidation dated Nov. 14, 2012, as modified on Dec. 27, 2012, occurred on Dec. 28, 2012. As reported in the Troubled Company Reporter on Jan. 3, 2013, Bill Rochelle, the bankruptcy columnist for Bloomberg News, reported that the Debtor's plan intended to generate a 12% recovery for creditors with $482 million in unsecured claims. Creditors' recovery is due in large part to a $47 million settlement negotiated in November with non-bankrupt parent AES Corp. According to the report, the settlement with the AES parent resulted from an investigation by the creditors' committee into $1 billion in dividends paid to the parent from 1998 and 2010 that allegedly were fraudulent transfers. In return for dropping claims against the parent and its officers and directors, AES pays $47 million when the plan becomes effective. The payment represents most of the $57.5 million projected for distribution to unsecured creditors. About AES Eastern Ithaca, New York-based AES Eastern Energy, L.P., either directly or indirectly, control six coal-fired electric generating plants located in New York State. Currently, the Debtors actively operate two of the six power plants and sell the electricity generated by those plants into the New York wholesale power market to utilities and other intermediaries under short-term agreements or directly in the spot market. AES Eastern Energy and 13 affiliates filed for Chapter 11 bankruptcy (Bankr. D. Del. Case Nos. 11-14138 through 11-14151) on Dec. 30, 2011. Lawyers at Weil, Gotshal & Manges LLP and Richards, Layton & Finger, P.A., are legal counsel to AES Eastern Energy and affiliates. Barclays Capital is serving as investment banker and financial advisor. Kurtzman Carson Consultants is the claims and noticing agent. AES Eastern Energy estimated $100 million to $500 million in assets and $500 million to $1 billion in debts. The petition was signed by Peter Norgeot, general manager. Gregory A. Horowith, Esq., and Robert T. Schmidt, Esq., at Kramer, Levin, Naftalis & Frankel LLP; and William T. Bowden, Esq., Benjamin W. Keenan, Esq., and Karen B. Skomorucha, Esq., at Ashby & Geddes, P.A., serve as counsel to the Creditors Committee. FTI Consulting Inc. is the financial advisor. AES Eastern was authorized in April to sell the two operating facilities to secured creditors in exchange for debt. AFFIRMATIVE INSURANCE: Amends QS Agreement with Greenlight ---------------------------------------------------------- Affirmative Insurance Company, an indirectly held, wholly-owned subsidiary of Affirmative Insurance Holdings, Inc., entered into a Quota Share Reinsurance Contract with Greenlight Reinsurance, LTD. Among other things, the QS Agreement provided 40% quota share reinsurance for all of AIC's business produced in the states of Alabama, Illinois, Louisiana and Texas for the period of Jan. 1, 2012, through Dec. 31, 2012. On Dec. 20, 2012, AIC and the Reinsurer entered into Addendum Number 4 to the QS Agreement. The Addendum amended the QS Agreement by extending the term of the 40% quota share reinsurance provided under the QS Agreement through March 31, 2013. All other material terms and conditions of the QS Agreement remain unchanged. About Affirmative Insurance Addison, Tex.-based Affirmative Insurance Holdings, Inc., is a distributor and producer of non-standard personal automobile insurance policies for individual consumers in targeted geographic markets. Non-standard personal automobile insurance policies provide coverage to drivers who find it difficult to obtain insurance from standard automobile insurance companies due to their lack of prior insurance, age, driving record, limited financial resources or other factors. Non-standard personal automobile insurance policies generally require higher premiums than standard automobile insurance policies for comparable coverage. The Company's balance sheet at Sept. 30, 2012, showed $349.9 million in total assets, $474.9 million in total liabilities, and a stockholders' deficit of $125.0 million. ALLIED SYSTEMS: Bankruptcy Court OKs Direct Fee as Fee Examiner --------------------------------------------------------------- The U.S. Bankruptcy Court for the District of Delaware authorized Allied Systems Holdings, Inc., et al., to employ Direct Fee Review LLC as fee examiner. Direct Fee is expected to, among other things: -- review the interim fee applications and final fee applications filed on or after Oct. 25, 2012, by each applicant in the cases, along with the detail related thereto; -- during the course of its review of an application, consult, as it deems appropriate, with each applicant concerning the application; and -- serve a final report on counsel for the Debtors, the Office of the U.S. Trustee, counsel to the Committee, and each applicant whose fees and expenses are addressed in the final report. About Allied Systems BDCM Opportunity Fund II, LP, Spectrum Investment Partners LP, and Black Diamond CLO 2005-1 Adviser L.L.C., filed involuntary petitions for Allied Systems Holdings Inc. and Allied Systems Ltd. (Bankr. D. Del. Case Nos. 12-11564 and 12-11565) on May 17, 2012. The signatories of the involuntary petitions assert claims of at least $52.8 million for loan defaults by the two companies. Allied Systems, through its subsidiaries, provides logistics, distribution, and transportation services for the automotive industry in North America. Allied Holdings Inc. previously filed for chapter 11 protection (Bankr. N.D. Ga. Case Nos. 05-12515 through 05-12537) on July 31, 2005. Jeffrey W. Kelley, Esq., at Troutman Sanders, LLP, represented the Debtors in the 2005 case. Allied won confirmation of a reorganization plan and emerged from bankruptcy in May 2007 with $265 million in first-lien debt and $50 million in second- lien debt. The petitioning creditors said Allied has defaulted on payments of $57.4 million on the first lien debt and $9.6 million on the second. They hold $47.9 million, or about 20% of the first-lien debt, and about $5 million, or 17%, of the second-lien obligation. They are represented by Adam G. Landis, Esq., and Kerri K. Mumford, Esq., at Landis Rath & Cobb LLP; and Adam C. Harris, Esq., and Robert J. Ward, Esq., at Schulte Roth & Zabel LLP. Allied Systems Holdings Inc. formally put itself and 18 subsidiaries into bankruptcy reorganization June 10, 2012, following the filing of the involuntary Chapter 11 petition. The Company is being advised by the law firms of Troutman Sanders, Gowling Lafleur Henderson, and Richards Layton & Finger. The bankruptcy court process does not include captive insurance company Haul Insurance Limited or any of the Company's Mexican or Bermudan subsidiaries. The Company also announced that it intends to seek foreign recognition of its Chapter 11 cases in Canada. An official committee of unsecured creditors has been appointed in the case. The Committee consists of Pension Benefit Guaranty Corporation, Central States Pension Fund, Teamsters National Automobile Transporters Industry Negotiating Committee, and General Motors LLC. The Committee is represented by Sidley Austin LLP. ALLIED SYSTEMS: Conferring with Constituencies on Exit Strategy --------------------------------------------------------------- The U.S. Bankruptcy Court for the District of Delaware extended Allied Systems Holdings, Inc., et al.'s exclusive periods to file a Chapter 11 plan and solicit acceptances for the proposed plan until March 8, 2013, and May 6, respectively. The Debtors explained that they are conferring with their major constituencies to ascertain whether common ground can be reached as to an exit strategy. About Allied Systems BDCM Opportunity Fund II, LP, Spectrum Investment Partners LP, and Black Diamond CLO 2005-1 Adviser L.L.C., filed involuntary petitions for Allied Systems Holdings Inc. and Allied Systems Ltd. (Bankr. D. Del. Case Nos. 12-11564 and 12-11565) on May 17, 2012. The signatories of the involuntary petitions assert claims of at least $52.8 million for loan defaults by the two companies. Allied Systems, through its subsidiaries, provides logistics, distribution, and transportation services for the automotive industry in North America. Allied Holdings Inc. previously filed for chapter 11 protection (Bankr. N.D. Ga. Case Nos. 05-12515 through 05-12537) on July 31, 2005. Jeffrey W. Kelley, Esq., at Troutman Sanders, LLP, represented the Debtors in the 2005 case. Allied won confirmation of a reorganization plan and emerged from bankruptcy in May 2007 with $265 million in first-lien debt and $50 million in second- lien debt. The petitioning creditors said Allied has defaulted on payments of $57.4 million on the first lien debt and $9.6 million on the second. They hold $47.9 million, or about 20% of the first-lien debt, and about $5 million, or 17%, of the second-lien obligation. They are represented by Adam G. Landis, Esq., and Kerri K. Mumford, Esq., at Landis Rath & Cobb LLP; and Adam C. Harris, Esq., and Robert J. Ward, Esq., at Schulte Roth & Zabel LLP. Allied Systems Holdings Inc. formally put itself and 18 subsidiaries into bankruptcy reorganization June 10, 2012, following the filing of the involuntary Chapter 11 petition. The Company is being advised by the law firms of Troutman Sanders, Gowling Lafleur Henderson, and Richards Layton & Finger. The bankruptcy court process does not include captive insurance company Haul Insurance Limited or any of the Company's Mexican or Bermudan subsidiaries. The Company also announced that it intends to seek foreign recognition of its Chapter 11 cases in Canada. An official committee of unsecured creditors has been appointed in the case. The Committee consists of Pension Benefit Guaranty Corporation, Central States Pension Fund, Teamsters National Automobile Transporters Industry Negotiating Committee, and General Motors LLC. The Committee is represented by Sidley Austin LLP. ALLIED SYSTEMS: PwC Giving More Tax Consulting Services ------------------------------------------------------- The U.S. Bankruptcy Court for the District of Delaware granted Allied Systems Holdings, Inc., et al.'s supplemental motion to employ PricewaterhouseCoopers LLP for additional work. In a Sept. 25, 2012 order, the Court authorized the Debtors to employ PwC to provide tax compliance services relating to the tax year beginning Jan. 1, 2011 until Dec. 31, 2011. By the supplemental application, the scope of employment of PwC is expanded to provide (i) restructuring tax consulting services; and (ii) recurring tax consulting services. PwC's tax consulting services include: -- restructuring tax consulting services: providing advice, answers to questions, modeling of scenarios, and opinions on tax restructuring matters, including research, discussions, preparation of memorandum, and attendance at meetings relating to such matters, as requested by the Debtors and as mutually determined to be necessary; and -- recurring tax compliance services: providing advice, answers to questions, and opinions on tax matters requested by the Debtors and as mutually determined to be necessary. The hourly rates of PwC's personnel are: Partner $700 Managing Director $590 Director $430 Manager $345 Senior $250 Associate $175 To the best of the Debtors' knowledge, PwC is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. About Allied Systems BDCM Opportunity Fund II, LP, Spectrum Investment Partners LP, and Black Diamond CLO 2005-1 Adviser L.L.C., filed involuntary petitions for Allied Systems Holdings Inc. and Allied Systems Ltd. (Bankr. D. Del. Case Nos. 12-11564 and 12-11565) on May 17, 2012. The signatories of the involuntary petitions assert claims of at least $52.8 million for loan defaults by the two companies. Allied Systems, through its subsidiaries, provides logistics, distribution, and transportation services for the automotive industry in North America. Allied Holdings Inc. previously filed for chapter 11 protection (Bankr. N.D. Ga. Case Nos. 05-12515 through 05-12537) on July 31, 2005. Jeffrey W. Kelley, Esq., at Troutman Sanders, LLP, represented the Debtors in the 2005 case. Allied won confirmation of a reorganization plan and emerged from bankruptcy in May 2007 with $265 million in first-lien debt and $50 million in second- lien debt. The petitioning creditors said Allied has defaulted on payments of $57.4 million on the first lien debt and $9.6 million on the second. They hold $47.9 million, or about 20% of the first-lien debt, and about $5 million, or 17%, of the second-lien obligation. They are represented by Adam G. Landis, Esq., and Kerri K. Mumford, Esq., at Landis Rath & Cobb LLP; and Adam C. Harris, Esq., and Robert J. Ward, Esq., at Schulte Roth & Zabel LLP. Allied Systems Holdings Inc. formally put itself and 18 subsidiaries into bankruptcy reorganization June 10, 2012, following the filing of the involuntary Chapter 11 petition. The Company is being advised by the law firms of Troutman Sanders, Gowling Lafleur Henderson, and Richards Layton & Finger. The bankruptcy court process does not include captive insurance company Haul Insurance Limited or any of the Company's Mexican or Bermudan subsidiaries. The Company also announced that it intends to seek foreign recognition of its Chapter 11 cases in Canada. An official committee of unsecured creditors has been appointed in the case. The Committee consists of Pension Benefit Guaranty Corporation, Central States Pension Fund, Teamsters National Automobile Transporters Industry Negotiating Committee, and General Motors LLC. The Committee is represented by Sidley Austin LLP. ALLIED SYSTEMS: Brown Rudnick Tapped for Board Special Committee ---------------------------------------------------------------- Allied Systems Holdings, Inc., et al., ask the U.S. Bankruptcy Court for The District of Delaware for permission to employ Brown Rudnick LLP as counsel for the special committee of its board of directors. The Debtors explain that in the early stages of the cases, the petitioning creditors and Yucaipa American Alliance Fund II, L.P. and Yucaipa American Alliance (Parallel) Fund II, L.P. had disagreements which threatened case delay and value-accretive strategies for the Debtors' Chapter 11 emergence. Yucaipa owns a majority of Allied Holdings and a significant amount of the Debtors' funded indebtedness. The Debtor's board established a special committee to oversee matters requiring independent director attention. The special committee is comprised of Brian Cullen, managing director and head of U.S. Restructuring for Duff & Phelps, and Mark Gendregske, president and chief executive officer of Allied Holdings. Neither member of the special committee is affiliated with Yucaipa. The Debtor determined to retain an independent counsel to allay any further concerns, to facilitate a more conciliatory dialogue with all parties-in-interest, and to help it acquit its responsibilities. Brown Rudnick will, among other things, advise the special committee with respect to these matters: a. any potential plan of reorganization for the Debtors, sale of the Debtors as a going concern, or any other strategy designed to resolve the Chapter 11 cases; b. any interactions between the special committee, on the one hand, and parties-in-interest and the Court, on the other hand, regarding any aspect of the Chapter 11 processes; c. the preparation of any applications, motions, memoranda, proposed orders, and other pleadings as may be required in support of positions taken by the special committee; and d. take other actions to assist the board in carrying out its responsibilities as the board may delegate to or request of the special committee from time to time. The scope of Brown Rudnick's retention is limited to advising the special committee only, and will not duplicate the efforts of Troutman Sanders LLP, or Richards, Layton & Finger, P.A., whose role in the cases as primary restructuring counsel to the Debtors will remain unchanged. The primary attorney who will represent the special committee is Robert J. Stark, whose hourly rate is $1,070. Other Brown Rudnick attorneys or paraprofessionals will, from time to time, provide legal services on behalf of the special committee. The hourly rates of Brown Rudnick personnel are: Attorneys $475 to $1,100 Paraprofessionals $265 to $370 To the best of Debtors' knowledge, Brown Rudnick is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. About Allied Systems BDCM Opportunity Fund II, LP, Spectrum Investment Partners LP, and Black Diamond CLO 2005-1 Adviser L.L.C., filed involuntary petitions for Allied Systems Holdings Inc. and Allied Systems Ltd. (Bankr. D. Del. Case Nos. 12-11564 and 12-11565) on May 17, 2012. The signatories of the involuntary petitions assert claims of at least $52.8 million for loan defaults by the two companies. Allied Systems, through its subsidiaries, provides logistics, distribution, and transportation services for the automotive industry in North America. Allied Holdings Inc. previously filed for chapter 11 protection (Bankr. N.D. Ga. Case Nos. 05-12515 through 05-12537) on July 31, 2005. Jeffrey W. Kelley, Esq., at Troutman Sanders, LLP, represented the Debtors in the 2005 case. Allied won confirmation of a reorganization plan and emerged from bankruptcy in May 2007 with $265 million in first-lien debt and $50 million in second- lien debt. The petitioning creditors said Allied has defaulted on payments of $57.4 million on the first lien debt and $9.6 million on the second. They hold $47.9 million, or about 20% of the first-lien debt, and about $5 million, or 17%, of the second-lien obligation. They are represented by Adam G. Landis, Esq., and Kerri K. Mumford, Esq., at Landis Rath & Cobb LLP; and Adam C. Harris, Esq., and Robert J. Ward, Esq., at Schulte Roth & Zabel LLP. Allied Systems Holdings Inc. formally put itself and 18 subsidiaries into bankruptcy reorganization June 10, 2012, following the filing of the involuntary Chapter 11 petition. The Company is being advised by the law firms of Troutman Sanders, Gowling Lafleur Henderson, and Richards Layton & Finger. The bankruptcy court process does not include captive insurance company Haul Insurance Limited or any of the Company's Mexican or Bermudan subsidiaries. The Company also announced that it intends to seek foreign recognition of its Chapter 11 cases in Canada. An official committee of unsecured creditors has been appointed in the case. The Committee consists of Pension Benefit Guaranty Corporation, Central States Pension Fund, Teamsters National Automobile Transporters Industry Negotiating Committee, and General Motors LLC. The Committee is represented by Sidley Austin LLP. ALLY FINANCIAL: Declares Dividends on Preferred Stock ----------------------------------------------------- The Ally Financial Inc. board of directors has declared quarterly dividend payments for certain outstanding preferred stock. Each of these dividends were declared by the board of directors on Jan. 3, 2013, and are payable on Feb. 15, 2013. A quarterly dividend payment was declared on Ally's Fixed Rate Cumulative Mandatorily Convertible Preferred Stock, Series F-2, of approximately $134 million, or $1.125 per share, and is payable to the U.S. Department of the Treasury. A quarterly dividend payment was also declared on Ally's Fixed Rate Cumulative Perpetual Preferred Stock, Series G, of approximately $45 million, or $17.50 per share, and is payable to shareholders of record as of Feb. 1, 2013. Additionally, a dividend payment was declared on Ally's Fixed Rate/Floating Rate Perpetual Preferred Stock, Series A, of approximately $22 million, or $0.53 per share, and is payable to shareholders of record as of Feb. 1, 2013. Including the aforementioned dividend payments on the Series F-2 Preferred Stock, Ally will have paid a total of approximately $5.9 billion to the U.S. Treasury since February 2009. This amount includes preferred stock dividends, interest payments and proceeds received by the U.S. Treasury in its sale of Ally trust preferred securities. About Ally Financial Ally Financial Inc., formerly GMAC Inc. -- http://www.ally.com/-- is one of the world's largest automotive financial services companies. The company offers a full suite of automotive financing products and services in key markets around the world. Ally's other business units include mortgage operations and commercial finance, and the company's subsidiary, Ally Bank, offers online retail banking products. Ally operates as a bank holding company. GMAC obtained a $17 billion bailout from the U.S. government in exchange for a 56.3% stake. Private equity firm Cerberus Capital Management LP keeps 14.9%, while General Motors Co. owns 6.7%. Ally reported a net loss of $157 million in 2011, compared with net income of $1.07 billion in 2010. Net income was $310 million for the three months ended March 31, 2012. The Company's balance sheet at Sept. 30, 2012, showed $182.48 billion in total assets, $163.71 billion in total liabilities and $18.76 billion in total equity. * * * In February 2012, Fitch Ratings downgraded the long-term Issuer Default Rating (IDR) and the senior unsecured debt rating of Ally Financial and its subsidiaries to 'BB-' from 'BB'. The Rating Outlook is Negative. The downgrade primarily reflects deteriorating operating trends in ResCap, which has continued to be a drag on Ally's consolidated credit profile, as well as exposure to contingent mortgage-related rep and warranty and litigation issues tied to ResCap, which could potentially impact Ally's capital and liquidity levels. As reported by the Troubled Company Reporter on May 22, 2012, Standard & Poor's Ratings Services revised its outlook on Ally Financial Inc. to positive from stable. At the same time, Standard & Poor's affirmed its ratings, including its 'B+' long- term counterparty credit and 'C' short-term ratings, on Ally. "The outlook revision reflects our view of potentially favorable implications for Ally's credit profile arising from measures the company announced May 14, 2012, designed to resolve issues relating to Residential Capital LLC, Ally's troubled mortgage subsidiary," said Standard & Poor's credit analyst Tom Connell. In the May 28, 2012 edition of the TCR, DBRS, Inc., has placed the ratings of Ally and certain related subsidiaries, including its Issuer and Long-Term Debt rating of BB (low), Under Review Developing. This rating action follows the decision by Ally's wholly owned mortgage subsidiary, Residential Capital to file a pre-packaged bankruptcy plan under Chapter 11 of the U.S. Bankruptcy Code. ALON USA: S&P Assigns 'B' Issuer Credit Rating, Stable Outlook -------------------------------------------------------------- Standard & Poor's Ratings Services said it assigned its 'B' issuer credit rating to Alon USA Partners L.P., a variable master limited partnership (MLP) in the refining sector. The outlook on the rating is stable. S&P also assigned its 'B+' rating and a recovery rating of' '2' to the $250 million term loan. The '2' recovery rating indicates that S&P expects lenders would receive a substantial recovery (70% to 90%) if a payment default occurs. At the same time, S&P withdrew the B/Stable/-- corporate credit rating on Alon USA Energy Inc., removed the $450 million term loan issue rating of 'B+' from CreditWatch where S&P placed it with negative implications on Oct. 22, 2012, and withdrew the issue rating. The rating on Alon USA Partners reflects its "vulnerable" business risk profile and its "significant" financial risk profile. "The stable outlook reflects our expectation that Alon USA Partners will generate strong financial measures, with a mid-cycle debt to EBITDA leverage of about 2x as a result of low leverage and strong EBITDA driven by access to discounted crude supply," said Standard & Poor's credit analyst Mark Habib. "We could raise the rating if Alon can demonstrate a track record of operational performance and financial discipline under the new MLP structure, such that we expect debt to EBITDA will remain below 2x in the longer term. We believe there is significant financial cushion in the current rating, but we could lower it if leverage increases beyond our expectations, operating problems occur at the refinery, or a compression of crack spreads or crude differentials lead to lower margins and we expect sustained debt to EBITDA approaching 4x," S&P added. AMEREN ENERGY: Moody's Cuts Senior Unsecured Rating to 'B2' ----------------------------------------------------------- Moody's Investor Services downgraded Ameren Energy Generating Company (Ameren Genco)'s senior unsecured rating to B2 from Ba3. At the same time, Ameren Genco was assigned a Corporate Family Rating (CFR) and Probability of Default Rating of B2. The downgrade follows the announcement on December 20, 2012, which triggered the review for downgrade, that Ameren Genco's parent company, Ameren Corp. (Ameren; Baa3/stable), will reduce and eventually eliminate support to Ameren Genco. Ameren Genco's ratings remain under review for further downgrade, pending additional clarity regarding the pace of the support withdraw. "The withdrawal of support represents a significant change of Ameren group strategy towards Ameren Genco," said Toby Shea, Vice President. "The downgrade and continuing review reflects Ameren Genco's weak stand-alone metrics and uncertainty over its sustainability as a standalone entity." Ameren Genco was assigned a Speculative Liquidity Rating of SGL-3 to note the weak liquidity and poor financial flexibility of the company on a standalone basis over the next 12 to 18 months. In the short term liquidity is supported by the put agreement, as further described below; but Ameren Genco does not have assured access to Ameren group liquidity facilities, and its liquidity may weaken further if the funding from the put agreement is consumed. Rating Assigned: Ameren Energy Generating Company Ameren Genco Corporate Family Rating at B2 (on review for possible downgrade) Ameren Genco Probability of Default Rating at B2 (on review for possible downgrade) Ameren Genco Speculative Grade Liquidity Rating at SGL-3 Ratings Downgraded: $275 million Senior notes Series F 7.95% due 2032 downgraded to B2 (on review for possible downgrade) (LGD 4, 51%), from Ba3 (on review for possible downgrade) $300 million Senior notes Series H 7.00% due 2018 downgraded to B2 (on review for possible downgrade) (LGD 4, 51%), from Ba3 (on review for possible downgrade) $250 million Senior notes Series I 6.30% due 2020 downgraded to B2 (on review for possible downgrade) (LGD 4, 51%), from Ba3 (on review for possible downgrade) Ratings Rationale Ameren Genco's B2 senior unsecured rating is primarily driven by its shrinking financial resources and declining parent support in a depressed power price environment. While the company has no debt maturity until 2018 and, according to Moody's projection, may be roughly free cash flow neutral in 2013, its financial flexibility is diminishing as the parent has announced that the Genco is no longer a core component of its future business strategy. The company's entire cash on hand, which was about $57 million (including receivables from the money pool) at the end of September 30, 2012, is needed to accommodate working capital swings. As indicated in its latest quarterly filing, the expectation is that Ameren Genco will be unable to incur additional borrowings from external sources by the end of first quarter 2013, due to an interest coverage ratio covenant in its bond indenture. As a result, Ameren Genco's primary source of liquidity for contingencies is a put agreement guaranteed by Ameren Corp. The put agreement, which expires in March 2014, allows Ameren Genco to raise a minimum of $100 million within one business day by exercising an option to sell three gas power plants to its affiliate, Ameren Energy Resources Generating. Ameren Genco could receive more if the plants are independently assessed to be worth more than $100 million. Alternatively, the company could sell one or more of the gas assets to an unaffiliated entity without exercising the put agreement. Ameren Genco could in theory sell its coal assets to bolster liquidity, but this option is not likely to be a material credit positive over the near term since market conditions for coal-fired generation assets appear to be in severe distress. The need to exercise the put agreement could come from additional working capital requirements as the parent company reduces its financial guarantee of Ameren Genco's trading positions or if there is a reduction to operating cash flow due to unforeseen events, such as a major plant outage. Commodity price risk should not be a major issue as Ameren Genco's power and fuel are highly hedged for 2013. It is worth noting that, in Moody's projection, a significant portion of Ameren Genco's cash flow in 2013 is associated with the funding created by monetizing Ameren Genco's tax loss position through a tax sharing agreement with other Ameren affiliates. Should the tax benefits expected by Moody's fail to materialize, Ameren Genco's cash flows and liquidity position could weaken. Ameren Genco's ratings remain under review for possible downgrade given the level of uncertainty over the extent and timing of the withdrawal of parent company support on trade positions and working capital, as well as the amount of proceeds Ameren Genco will receive from its put agreement, if exercised. Ratings could be downgraded further if Moody's determine that the combination of ongoing parent company support and the liquidity provided by the put agreement will not provide the company with adequate operational and financial flexibility going forward. The principal methodology used in this rating was Unregulated Utilities and Power Companies published in August 2009. AMERICAN AIRLINES: Ex-Pilot Seeks Stay Relief to Pursue Appeal -------------------------------------------------------------- A former employee of American Airlines Inc. filed a motion asking the Bankruptcy Court to lift the automatic stay that was imposed as a result of the airline's bankruptcy filing. The injunction, if lifted, would allow the U.S. Court of Appeals for the 11th Circuit to rule on the appeal filed by Lawrence Meadows, former American Airlines pilot. The former pilot appealed the dismissal of his case by a lower court, where he sought payment of long-term disability benefits for the period December 2007 to December 2011 under the airline's 2004 pilot retirement plan. Mr. Meadows was terminated in October 2011 pursuant to a provision of American Airlines' labor contract with pilots, which states that pilots who have been inactive for longer than five years will be terminated. Because of his newly diagnosed condition, Mr. Meadows became eligible to receive disability benefits under another plan in December 2011. Under the new plan, however, he only receives half of what he received under the 2004 plan. The motion, if granted, would also allow Mr. Meadows to bring another suit against the airline to determine his employment status and to determine which benefit plan applies to him. American, Committee Object In papers filed with the U.S. Bankruptcy Court in Manhattan, American Airlines and the Official Committee of Unsecured Creditors said they agree to lift the stay for the limited purpose of permitting the appeals court to dispose of Mr. Meadows's appeal. "American believes the Eleventh Circuit's decision may fully dispose of Meadows's claims," said the airline's lawyer, Stephen Youngman, Esq., at Weil Gotshal & Manges LLP, in New York. Mr. Youngman, however, asked the bankruptcy court to block the former employee to file new suits in connection with the appeal, saying the issues that would be raised in those suits may be disposed of through the appeals court's decision in the appeal. A court hearing was scheduled for January 9. American Airlines AMR Corp. and its subsidiaries including American Airlines, the third largest airline in the United States, filed for bankruptcy protection (Bankr. S.D.N.Y. Lead Case No. 11-15463) in Manhattan on Nov. 29, 2011, after failing to secure cost-cutting labor agreements. AMR, previously the world's largest airline prior to mergers by other airlines, is the last of the so-called U.S. legacy airlines to seek court protection from creditors. American Airlines, American Eagle and the AmericanConnection carrier serve 260 airports in more than 50 countries and territories with, on average, more than 3,300 daily flights. The combined network fleet numbers more than 900 aircraft. The Company reported a net loss of $884 million on $18.02 billion of total operating revenues for the nine months ended Sept. 30, 2011. AMR recorded a net loss of $471 million in the year 2010, a net loss of $1.5 billion in 2009, and a net loss of $2.1 billion in 2008. AMR's balance sheet at Sept. 30, 2011, showed $24.72 billion in total assets, $29.55 billion in total liabilities, and a $4.83 billion stockholders' deficit. Weil, Gotshal & Manges LLP serves as bankruptcy counsel to the Debtors. Paul Hastings LLP and Debevoise & Plimpton LLP Groom Law Group, Chartered, are on board as special counsel. Rothschild Inc., is the financial advisor. Garden City Group Inc. is the claims and notice agent. Jack Butler, Esq., John Lyons, Esq., Felecia Perlman, Esq., and Jay Goffman, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP serve as counsel to the Official Committee of Unsecured Creditors in AMR's chapter 11 proceedings. Togut, Segal & Segal LLP is the co-counsel for conflicts and other matters; Moelis & Company LLC is the investment banker, and Mesirow Financial Consulting, LLC, is the financial advisor. Bankruptcy Creditors' Service, Inc., publishes AMERICAN AIRLINES BANKRUPTCY NEWS. The newsletter tracks the Chapter 11 proceeding undertaken by AMR Corp. and its affiliates. (http://bankrupt.com/newsstand/or 215/945-7000). AMERICAN AIRLINES: Senior Pilots Appeal New Labor Contract ---------------------------------------------------------- A group of pilots appealed from a bankruptcy court's order that approved American Airlines Inc.'s new labor contract with pilots. The U.S. Bankruptcy Court in Manhattan approved on December 19, 2012, a six-year labor contract between American Airlines and the Allied Pilots Association, which represents more than 10,000 pilots at the airline. The new deal, which was ratified by 74% of pilots who voted, will give those pilots a 13.5% stake in the post-bankruptcy company and annual pay raises. The new deal, meanwhile, could help American Airlines save as much as $315 million per year. The pilots, who are represented by New York-based law firm Seham Seham Meltz & Petersen LLP, headed by Stanley Silverstone, Esq. -- SSilverstone@ssmplaw.com -- are seeking to have their case heard by the U.S. District Court for the Southern District of New York. The pilots, who were hired by American Airlines prior to November 1, 1983, previously criticized the airline's refusal to exclude the grievances filed by pilot Larry Scerba from the settlement proposed under the new deal. Mr. Scerba filed the grievances in behalf of the group to complain about American Airlines' alleged violation of an earlier agreement that prohibits the airline from taking any action to reduce the pay or the retirement benefits received by the pilots. Another group, the American Independent Cockpit Alliance, also appealed from the December 19 order. The group represents pilots who previously worked for Trans World Airlines before it merged with American Airlines. American Airlines AMR Corp. and its subsidiaries including American Airlines, the third largest airline in the United States, filed for bankruptcy protection (Bankr. S.D.N.Y. Lead Case No. 11-15463) in Manhattan on Nov. 29, 2011, after failing to secure cost-cutting labor agreements. AMR, previously the world's largest airline prior to mergers by other airlines, is the last of the so-called U.S. legacy airlines to seek court protection from creditors. American Airlines, American Eagle and the AmericanConnection carrier serve 260 airports in more than 50 countries and territories with, on average, more than 3,300 daily flights. The combined network fleet numbers more than 900 aircraft. The Company reported a net loss of $884 million on $18.02 billion of total operating revenues for the nine months ended Sept. 30, 2011. AMR recorded a net loss of $471 million in the year 2010, a net loss of $1.5 billion in 2009, and a net loss of $2.1 billion in 2008. AMR's balance sheet at Sept. 30, 2011, showed $24.72 billion in total assets, $29.55 billion in total liabilities, and a $4.83 billion stockholders' deficit. Weil, Gotshal & Manges LLP serves as bankruptcy counsel to the Debtors. Paul Hastings LLP and Debevoise & Plimpton LLP Groom Law Group, Chartered, are on board as special counsel. Rothschild Inc., is the financial advisor. Garden City Group Inc. is the claims and notice agent. Jack Butler, Esq., John Lyons, Esq., Felecia Perlman, Esq., and Jay Goffman, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP serve as counsel to the Official Committee of Unsecured Creditors in AMR's chapter 11 proceedings. Togut, Segal & Segal LLP is the co-counsel for conflicts and other matters; Moelis & Company LLC is the investment banker, and Mesirow Financial Consulting, LLC, is the financial advisor. Bankruptcy Creditors' Service, Inc., publishes AMERICAN AIRLINES BANKRUPTCY NEWS. The newsletter tracks the Chapter 11 proceeding undertaken by AMR Corp. and its affiliates. (http://bankrupt.com/newsstand/or 215/945-7000). AMERICAN AIRLINES: Pilots Also Appeal Retirement Plan Order ----------------------------------------------------------- A group of pilots appealed from a bankruptcy court's order that authorized AMR Corp. to amend the pilot retirement plan of its regional carrier. The U.S. Bankruptcy Court in Manhattan authorized the company last month to eliminate lump sum and installment options provided under the retirement plan of American Airlines Inc. The pilots, who were hired by American Airlines prior to November 1, 1983, previously opposed the move, saying their group is too small that retention of their lump sum option couldn't cause a termination of the plan even if they retired from their jobs. The pilots are seeking to have their case heard by the U.S. District Court for the Southern District of New York. The group is represented by New York-based law firm Seham Seham Meltz & Petersen LLP. American Airlines AMR Corp. and its subsidiaries including American Airlines, the third largest airline in the United States, filed for bankruptcy protection (Bankr. S.D.N.Y. Lead Case No. 11-15463) in Manhattan on Nov. 29, 2011, after failing to secure cost-cutting labor agreements. AMR, previously the world's largest airline prior to mergers by other airlines, is the last of the so-called U.S. legacy airlines to seek court protection from creditors. American Airlines, American Eagle and the AmericanConnection carrier serve 260 airports in more than 50 countries and territories with, on average, more than 3,300 daily flights. The combined network fleet numbers more than 900 aircraft. The Company reported a net loss of $884 million on $18.02 billion of total operating revenues for the nine months ended Sept. 30, 2011. AMR recorded a net loss of $471 million in the year 2010, a net loss of $1.5 billion in 2009, and a net loss of $2.1 billion in 2008. AMR's balance sheet at Sept. 30, 2011, showed $24.72 billion in total assets, $29.55 billion in total liabilities, and a $4.83 billion stockholders' deficit. Weil, Gotshal & Manges LLP serves as bankruptcy counsel to the Debtors. Paul Hastings LLP and Debevoise & Plimpton LLP Groom Law Group, Chartered, are on board as special counsel. Rothschild Inc., is the financial advisor. Garden City Group Inc. is the claims and notice agent. Jack Butler, Esq., John Lyons, Esq., Felecia Perlman, Esq., and Jay Goffman, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP serve as counsel to the Official Committee of Unsecured Creditors in AMR's chapter 11 proceedings. Togut, Segal & Segal LLP is the co-counsel for conflicts and other matters; Moelis & Company LLC is the investment banker, and Mesirow Financial Consulting, LLC, is the financial advisor. Bankruptcy Creditors' Service, Inc., publishes AMERICAN AIRLINES BANKRUPTCY NEWS. The newsletter tracks the Chapter 11 proceeding undertaken by AMR Corp. and its affiliates. (http://bankrupt.com/newsstand/or 215/945-7000). AMERICAN AIRLINES: Expands Codeshare With airberlin --------------------------------------------------- Airberlin is expanding the existing codeshare agreement with its oneworld(R) partner American Airlines by a total of 43 new connecting flights within the USA as well as a daily flight from Dusseldorf to Chicago. From 23rd March 2013, about 32 connecting destinations in American Airlines' Chicago hub will be available to airberlin guests. Also from 23rd March, airberlin will start non-stop flights three times a week from Berlin to the city on Lake Michigan. airberlin guests can then reach all major destinations in the United States via the Chicago hub. With the start of the summer schedule, from May 2013 airberlin will increase the number of weekly non-stop Berlin to Chicago flights from three to five. airberlin is the only airline connecting the German capital with the American Airlines hub in the U.S. state of Illinois. Wolfgang Prock-Schauer, Chief Strategy and Network Planning Officer for airberlin, said: "By working closely with our oneworld partner American Airlines, our extensive USA offering is becoming even more attractive. In future, it will be possible to reach almost every region in the USA with an airberlin flight number. The linking of the route networks is a positive development for both parties and the codeshare now comprises a total of 99 routes." Through the expansion of the codeshare agreement, from 12th April airberlin guests will also be able to fly non-stop daily from Dusseldorf to Chicago. Starting now, eleven other connecting destinations within the USA are available with an airberlin flight number from New York-JFK, Miami and Los Angeles. The new codeshare flights to and within the USA can be booked now online at airberlin.com, through the airline's 24-hour Service Center at 030/3434 3434 (local rates apply) as well as with a travel agency. American Airlines AMR Corp. and its subsidiaries including American Airlines, the third largest airline in the United States, filed for bankruptcy protection (Bankr. S.D.N.Y. Lead Case No. 11-15463) in Manhattan on Nov. 29, 2011, after failing to secure cost-cutting labor agreements. AMR, previously the world's largest airline prior to mergers by other airlines, is the last of the so-called U.S. legacy airlines to seek court protection from creditors. American Airlines, American Eagle and the AmericanConnection carrier serve 260 airports in more than 50 countries and territories with, on average, more than 3,300 daily flights. The combined network fleet numbers more than 900 aircraft. The Company reported a net loss of $884 million on $18.02 billion of total operating revenues for the nine months ended Sept. 30, 2011. AMR recorded a net loss of $471 million in the year 2010, a net loss of $1.5 billion in 2009, and a net loss of $2.1 billion in 2008. AMR's balance sheet at Sept. 30, 2011, showed $24.72 billion in total assets, $29.55 billion in total liabilities, and a $4.83 billion stockholders' deficit. Weil, Gotshal & Manges LLP serves as bankruptcy counsel to the Debtors. Paul Hastings LLP and Debevoise & Plimpton LLP Groom Law Group, Chartered, are on board as special counsel. Rothschild Inc., is the financial advisor. Garden City Group Inc. is the claims and notice agent. Jack Butler, Esq., John Lyons, Esq., Felecia Perlman, Esq., and Jay Goffman, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP serve as counsel to the Official Committee of Unsecured Creditors in AMR's chapter 11 proceedings. Togut, Segal & Segal LLP is the co-counsel for conflicts and other matters; Moelis & Company LLC is the investment banker, and Mesirow Financial Consulting, LLC, is the financial advisor. Bankruptcy Creditors' Service, Inc., publishes AMERICAN AIRLINES BANKRUPTCY NEWS. The newsletter tracks the Chapter 11 proceeding undertaken by AMR Corp. and its affiliates. (http://bankrupt.com/newsstand/or 215/945-7000). AMERICAN APPAREL: GCIC Ltd. Holds 19.9% Equity Stake ---------------------------------------------------- In a Schedule 13G filing with the U.S. Securities and Exchange Commission, GCIC Ltd. disclosed that, as of Dec. 31, 2012, it beneficially owns 21,206,816 common shares of American Apparel, Inc., representing 19.92% of the shares outstanding. A copy of the filing is available for free at http://is.gd/t7vRjS About American Apparel Los Angeles, Calif.-based American Apparel, Inc. (NYSE Amex: APP) -- http://www.americanapparel.com/-- is a vertically integrated manufacturer, distributor, and retailer of branded fashion basic apparel. As of September 2010, American Apparel employed over 10,000 people and operated 278 retail stores in 20 countries, including the United States, Canada, Mexico, Brazil, United Kingdom, Ireland, Austria, Belgium, France, Germany, Italy, the Netherlands, Spain, Sweden, Switzerland, Israel, Australia, Japan, South Korea and China. Amid liquidity problems and declining sales, American Apparel in early 2011 reportedly tapped law firm Skadden, Arps, Slate, Meagher & Flom and investment bank Rothschild Inc. for advice on a restructuring. In April 2011, American Apparel said it raised $14.9 million in rescue financing from a group of investors led by Canadian financier Michael Serruya and private equity firm Delavaco Capital Corp., allowing the casual clothing retailer to meet obligations to its lenders for the time being. Under the deal, the investors were buying 15.8 million shares of common stock at 90 cents apiece. The deal allows the investors to purchase additional 27.4 million shares at the same price. The Company reported a net loss of $39.31 million in 2011, and a net loss of $86.31 million in 2010. The Company's balance sheet at Sept. 30, 2012, showed $333.64 million in total assets, $319.76 million in total liabilities and $13.87 million in total stockholders' equity. AMERICAN NATURAL: GCIC Ltd Discloses 4.5% Equity Stake ------------------------------------------------------ In a Schedule 13G filing with the U.S. Securities and Exchange Commission, GCIC Ltd. (formerly Goodman & Company, Investment Counsel Ltd.) disclosed that, as of Dec. 31, 2012, it beneficially owns 1,202,087 common shares of American Natural Energy Corporation representing 4.55% of the shares outstanding. A copy of the filing is available for free at http://is.gd/P3fdyF About American Natural American Natural Energy Corporation is a Tulsa, Oklahoma based independent exploration and production company with operations in St. Charles Parish, Louisiana. The Company's balance sheet at Sept. 30, 2012, showed $20.2 million in total assets, $13.3 million in total liabilities, and stockholders' equity of $6.9 million. As reported in the TCR on April 3, 2012, MaloneBailey, LLP, in Houston, Texas, expressed substantial doubt about American Natural Energy's ability to continue as a going concern. The independent auditors noted that the Company incurred a net loss in 2011 and has a working capital deficiency and an accumulated deficit at Dec. 31, 2011. AMERICAN NATURAL: Closes Sale of Additional $1 Million Debenture ---------------------------------------------------------------- American Natural Energy Corporation has completed the previously announced Unsecured Convertible Debenture financing with the sale of an additional $1 million debenture to the private investor group effective Dec. 31, 2012. The debenture is due and payable in two years. Interest is payable quarterly at an equivalent rate of 12% per annum in either cash or common shares, and the debenture is convertible into shares of ANEC common stock at a conversion rate of US$0.10 per share. The proceeds from the financing are to be used in the drilling and completion of the DSCI 152 well, which was included in ANEC's inventory of Proved Undeveloped reserves, to install flowlines and to place into service the DSCI 152 and recently completed DSCI 15 well. Additionally, ANEC's PUDs include 10 additional locations on its Bayou Couba project in St. Charles Parish, Louisiana with potential reserves in excess of 2 million net barrels of oil. Warrants, expiring in two years were also issued and will be exercisable into 10 million common shares at US$0.23 per share. The warrants are non-transferable. Holdings by the investment group, including conversion of shares and exercise of warrants is limited to 19.9% of the outstanding shares of ANEC without the approval of a majority of the outstanding existing shareholders Approval for the conversion and exercise of the warrants is included in proposals to the Shareholders being voted on in the Annual Shareholders meeting scheduled for Jan. 11, 2013. About American Natural Energy American Natural Energy Corporation is a Tulsa, Oklahoma based independent exploration and production company with operations in St. Charles Parish, Louisiana. The Company's balance sheet at Sept. 30, 2012, showed $20.2 million in total assets, $13.3 million in total liabilities, and stockholders' equity of $6.9 million. As reported in the TCR on April 3, 2012, MaloneBailey, LLP, in Houston, Texas, expressed substantial doubt about American Natural Energy's ability to continue as a going concern. The independent auditors noted that the Company incurred a net loss in 2011 and has a working capital deficiency and an accumulated deficit at Dec. 31, 2011. AMERICAN SUZUKI: Hikes DIP Financing to $100 Million ---------------------------------------------------- American Suzuki Motor Corporation asks the U.S. Bankruptcy Court for the Central District of California to authorize and approve Amendment No. 1 to Debtor-in-Possession Loan and Security Agreement, which among other things, increases the amount of the advances from $50,000,000 to $100,000,000, of which, $30,000,000 in additional borrowing would be available upon interim approval to be used in accordance with the budget. The Debtor notes that the remaining material provisions of the DIP Credit Agreement that the Court approved pursuant to the final DIP Order will remain unchanged. The Debtor requires immediate access to the additional financing provided by the DIP Credit Amendment to: (1) finance the purchase of approximately 2,500 automobiles that will be sold and distributed to the automotive dealers at a substantial profit to the estate (approximately $1.8 million); and (2) to bridge the gap until the collection of receipts from the sale of automobiles, motorcycles and ATVs that was delayed by the commencement of the case. 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 WEST: Has Until April to Access Cash Collateral -------------------------------------------------------- The U.S. Bankruptcy Court for the District of Nevada approved a third stipulated agreement between American West Development, Inc., and California Bank & Trust (as administrative agent and as lead arranger) on behalf of its prepetition secured lenders regarding (i) use of cash collateral; and (ii) providing adequate protection. Pursuant to the agreement, the parties agreed to the Debtor's continued use of cash collateral until April 5, 2013. A copy of the third stipulated agreement is available for free at http://bankrupt.com/misc/AMERICANWEST_CC_stipulatedagreement.pdf As reported in the Troubled Company Reporter on March 23, 2012, the Debtor is a borrower pursuant to a December 2009 term loan credit agreement among California Bank & Trust (as administrative agent and lead arranger), the lenders party thereto, and certain guarantors. The total outstanding principal debt under the Credit Agreement was $177,506,450 as of the Petition Date, along with interest, fees and charges accrued and accruing thereon and chargeable with respect thereto. The borrowings under the Credit Agreement had an initial maturity date of Oct. 6, 2011, with the potential for two additional one year extensions at the Borrowers' option. The Borrowers exercised their option for the first one year extension through Oct. 6, 2012. About American West American West Development, Inc. -- fdba Castlebay 1, Inc., et al. -- is a homebuilder in Las Vegas, Nevada, founded on July 31, 1984. Initially, AWDI was known as CKC Corporation, but later changed its name. AWDI filed for Chapter 11 bankruptcy protection (Bankr. D. Nev. Case No. 12-12349) on March 1, 2012. Judge Mike K. Nakagawa presides over the case. Brett A. Axelrod, Esq., and Micaela Rustia Moore, Esq., at Fox Rothschild LLP, serve as AWDI's bankruptcy counsel. Nathan A. Schultz, P.C., is AWDI's conflicts counsel. AWDI hired Garden City Group as its claims and notice agent. American West disclosed $55.39 million in assets and $208.5 million in liabilities as of the Chapter 11 filing. James L. Moore, as future claims representative in the Chapter 11 case of American West Development, Inc., tapped the law firm of Field Law Ltd. as his counsel. The Court denied approval of its restructuring plan, after a judge found that the proposal impermissibly granted protection from lawsuits to third parties. Bankruptcy Judge Mike K. Nakagawa ruled that Ninth Circuit law barred a provision in the plan that would shield parties, including the reorganized company and its affiliates, from litigation or collections actions over claims arising from construction defects. The plan would give secured lenders, owed $177.5 million, new loans valued at about $49.6 million and all the equity in the reorganized company in exchange for a $10 million loan for plan payments and working capital, according to court papers. Unsecured creditors would have shared $1.5 million. AMERICAN WEST: Still Facing U.S. Trustee Objection to Plan ---------------------------------------------------------- August B. Landis, Acting U.S. Trustee for Region 17, objects to the confirmation of American West Development, Inc.'s First Amended Plan of Reorganization. The Court on Oct. 29, 2012, denied the confirmation of the Debtor's initial plan of reorganization. The Court also approved the future claims representative motion and appointed James L. Moore to serve in the capacity. The U.S. Trustee raised objections to a prior iteration of the Plan, blocked the plan, and forced American West to file a new version. The original plan was negotiated with secured lenders owed $177.5 million. The U.S. Trustee also objects to the Debtors' new plan and wants confirmation denied on these grounds: -- the Plan contemplates that the construction defect trust to be formed pursuant to the Plan will be funded, in part, by the Construction Defect Trust Contribution. The Plan defines the "Construction Defect Trust Contribution to mean "a portion of the New Capital Contribution in the amount of either (i) $1,500,000, or (ii) $200,000 to be allocated; -- the Debtor states in its solicitation procedures motion that the Plan is substantially similar to the version of the plan for which confirmation was previously denied; -- the Plan was not proposed in good faith as the Debtor's selected future claims representative, Mr. Moore, has not discharged all of the duties and responsibilities imposed upon him by the future claims representative order. The bankruptcy court will consider confirmation of the Amended Plan at a hearing on Jan. 15, 2013, at 10 a.m. First Amended Plan Although the Debtor's initial Plan of Reorganization dated May 29, 2012, was overwhelmingly accepted by holders of claims in each of the three impaired classes, the Bankruptcy Court denied approval of the Plan based upon certain of the objections asserted by the Office of the U.S. Trustee. The Debtor drafted the current Plan in order to address certain aspects of the Bankruptcy Court's ruling on the Initial Plan. According to the Master Disclosure Statement that was approved at the Dec. 11 hearing, the Amended Plan provides for a consensual restructuring of the term loan owed to the secured lenders pursuant to a prepetition Restructuring Lock-Up and Settlement Letter Agreement approved by order of the Bankruptcy Court. The Restructuring Lock-Up and Settlement agreement was entered to ensure the the support of the secured lenders. The Plan also provides for Holders of Allowed General Unsecured Claims (which exclude Home Owners Asserting Construction Defect Claims and certain other claims) to share pro rata in a $1,500,000 cash pool up to the allowed principal amount of their Claim. Importantly, the Plan provides that the secured lenders will waive their General Unsecured Deficiency Claims in Class 3 if and only if the Holders of General Unsecured Claims vote, as a Class, to accept the Plan. Liability for Allowed Class 4 Construction Defect Claims, if any, will be channeled to the Construction Defect Trust, the corpus of which will consist primarily of: i) cash in the amount of either (x) $1,500,000 (if at least 80% in number of the Holders of Construction Defect Claims actually vote to accept the Plan), a portion of which will initially be used to make any cash out payments, or (y) $500,000 (if less than 80% in number of the holders of construction defect claims actually vote to accept the Plan and the cash out election is therefore not available); ii) potential claims against insurance proceeds; and iii) other causes of action contributed by Debtor and certain of its affiliates. A copy of the Disclosure Statement is available for free at http://bankrupt.com/misc/AMERICAN_WEST_DEVELOPMENT_ds_1amended_b.pdf Plan for Home Owners According to a separately filed disclosure statement prepared specifically for persons or entities who assert claims against American West based on their ownership of a home built by American West, the two primary grounds upon which the Bankruptcy Court denied confirmation of the Initial Plan were: (i) inadequate disclosure of (x) self-insured retention amounts under Debtor's insurance policies, and (y) the terms of the Construction Defect Trust; and (ii) injunctions, exculpations and releases of non- debtor parties contained in Article XII of the initial plan that the Bankruptcy Court found to be impermissible under current Ninth Circuit law. The Debtor drafted the current Plan in order to address these two primary aspects of the Bankruptcy Court's ruling on the Initial Plan. In addition, the Debtor modified the injunction, exculpation and release provisions contained in Article XII of the Plan. The Disclosure Statement provides that the Plan will be funded by a New Capital Contribution -- a cash infusion of $10,000,000 that will be made by the DIP Lender or its assignee(s), each of which is an existing affiliate. The DIP Lender will receive a 100% direct ownership interest in Reorganized Debtor in return for the New Capital Contribution. The DIP Lender agreed to provide financing to Debtor in advance of Plan confirmation. A portion of the New Capital Contribution will be made via forgiveness of the financing. A copy of the Disclosure Statement is available for free at http://bankrupt.com/misc/AMERICAN_WEST_DEVELOPMENT_ds_1amended.pdf About American West American West Development, Inc. -- fdba Castlebay 1, Inc., et al. -- is a homebuilder in Las Vegas, Nevada, founded on July 31, 1984. Initially, AWDI was known as CKC Corporation, but later changed its name. AWDI filed for Chapter 11 bankruptcy protection (Bankr. D. Nev. Case No. 12-12349) on March 1, 2012. Judge Mike K. Nakagawa presides over the case. Brett A. Axelrod, Esq., and Micaela Rustia Moore, Esq., at Fox Rothschild LLP, serve as AWDI's bankruptcy counsel. Nathan A. Schultz, P.C., is AWDI's conflicts counsel. AWDI hired Garden City Group as its claims and notice agent. American West disclosed $55.39 million in assets and $208.5 million in liabilities as of the Chapter 11 filing. James L. Moore, as future claims representative in the Chapter 11 case of American West Development, Inc., tapped the law firm of Field Law Ltd. as his counsel. AMES DEPARTMENT: Plan Solicitation Exclusivity Expires Jan. 31 -------------------------------------------------------------- The Hon. Robert E. Gerber of the U.S. Bankruptcy Court for the Southern District of New York extended until Jan. 31, 2013, Ames Department Stores, Inc., et al.'s exclusive period to solicit acceptances for the proposed Chapter 11 Plan. Out of an abundance of caution, the Debtors believe an extension of the solicitation period is warranted and will avoid motion practice and unnecessary intrusion on management's time occasioned by a competing plan. 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. 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. APPLIED DNA: Sells 5,500 Preferred Shares to Crede for $5.5-Mil. ---------------------------------------------------------------- Applied DNA Sciences, Inc., completed the second closing of its transaction with Crede CG II, Ltd., and sold 5,500 shares of Series A Convertible Preferred Stock to Crede at a price of $1,000 per share. The Company received gross proceeds of $5,500,000. On Jan. 8, 2012, the Company exercised its option and converted the Series A Preferred held by Crede into 25,462,963 shares of the Company's Common Stock, $.001 par value, at a conversion price of $0.216 per share. As previously reported, the Company entered into a Securities Purchase Agreement with Crede dated Nov. 28, 2012, pursuant to which Crede agreed to purchase the Series A Preferred on the first business day following the date a registration statement covering the resale of all shares of Common Stock issuable pursuant to the Purchase Agreement, including those underlying the Series A Preferred and Series A, B and C Warrants, is declared effective by the SEC. The Company's registration statement on Form S-3 was declared effective by the SEC on Jan. 4, 2013. Pursuant to the Purchase Agreement, Crede purchased at the initial closing held on Nov. 29, 2012, 10,752,688 shares of the Company's Common Stock at a price of $.0.186 per share, resulting in gross proceeds to the Company of $2,000,000. In addition, at the Initial Closing, Crede was issued (i) five year Series A Warrants allowing it to initially purchase 10,752,688 shares of Common Stock at a price of $0.2232 per share, (ii) five year Series B Warrants allowing it to initially purchase 29,569,892 shares of Common Stock at a price of $0.2232 which became exercisable at the Second Closing and (iii) Series C Warrants to initially purchase 26,881,720 shares of Common Stock which will become exercisable for six months after the eleventh trading day following the Second Closing. It is the Company's intention to repurchase the Series C Warrants for $50,000 at the close of trading on the tenth trading day following the Second Closing. Crede may also exchange the Warrants for Common Stock pursuant to a Black-Scholes formula. The Series A, B and C Warrants each contain a 9.9% "blocker" so that in no event will any of the Warrants be exercisable or exchangeable into or for Common Stock to the extent that such exercise or exchange would result in Crede having "beneficial ownership" (within the meaning of Section 13(d) of the Securities Exchange Act of 1934, as amended) of more than 9.9% of the Company's Common Stock. The Company's issuance of the Series A Preferred is exempt from registration under the Securities Act of 1933, as amended, pursuant to the exemption from registration provided by Section 4(2) of the Act and by Rule 506 of Regulation D promulgated under the Act. Crede represented that it is an "accredited investor" as that term is defined in Rule 501 of Regulation D. About Applied DNA Stony Brook, N.Y.-based Applied DNA Sciences, Inc., is principally devoted to developing DNA embedded biotechnology security solutions in the United States. The Company's shares of common stock are quoted on the OTC Bulletin Board under the symbol "APDN." RBSM LLP, in New York, noted in its report on Applied DNA's fiscal 2011 financial results that the Company has suffered recurring losses and does not have significant cash or other material assets, nor does it have an established source of revenues sufficient to cover its operations, which raises substantial doubt about its ability to continue as a going concern. The Company reported a net loss of $10.51 million for the fiscal year ended Sept. 30, 2011, compared with a net loss of $7.91 million during the prior year. The Company's balance sheet at June 30, 2012, showed $1.97 million in total assets, $653,910 in total liabilities, all current, and $1.31 million in total stockholders' equity. ARCAPITA BANK: Sale of Assisted Living to Sunrise Approved ---------------------------------------------------------- Arcapita Bank B.S.C.(c), et al., sought and obtained approval from the U.S. Bankruptcy Court for the Southern District of New York to take such actions and provide such consents as are necessary to authorize, approve and facilitate the sale by their indirect non- debtor subsidiary, Assisted Living First Euro Investments Ltd., of all of Assisted Living Investments' interest (approximately 80%) in (i) Sunrise First Euro Properties, LP, and (ii) Sunrise First Euro Properties GP Limited to purchaser HCN UK Investments Limited for the purchase price of GBP65,000,000. Sunrise is the indirect owner of the assisted living facilities known as Sunrise at Frognal House, Sunrise of Virginia Water, Sunrise of Elstree, Sunrise of Banstead, and Sunrise of Purley all located in the United Kingdom. About Arcapita Bank Arcapita Bank B.S.C., also known as First Islamic Investment Bank B.S.C., along with affiliates, filed for Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 12-11076) in Manhattan on March 19, 2012. The Debtors said they do not have the liquidity necessary to repay a US$1.1 billion syndicated unsecured facility when it comes due on March 28, 2012. Falcon Gas Storage Company, Inc., later filed a Chapter 11 petition (Bankr. S.D.N.Y. Case No. 12-11790) on April 30, 2012. Falcon Gas is an indirect wholly owned subsidiary of Arcapita that previously owned the natural gas storage business NorTex Gas Storage Company LLC. In early 2010, Alinda Natural Gas Storage I, L.P. (n/k/a Tide Natural Gas Storage I, L.P.), Alinda Natural Gas Storage II, L.P. (n/k/a Tide Natural Gas Storage II, L.P.) acquired the stock of NorTex from Falcon Gas for $515 million. Arcapita guaranteed certain of Falcon Gas' obligations under the NorTex Purchase Agreement. The Debtors tapped Gibson, Dunn & Crutcher LLP as bankruptcy counsel, Linklaters LLP as corporate counsel, Towers & Hamlins LLP as international counsel on Bahrain matters, Hatim S Zu'bi & Partners as Bahrain counsel, KPMG LLP as accountants, Rothschild Inc. and financial advisor, and GCG Inc. as notice and claims agent. Milbank, Tweed, Hadley & McCloy LLP represents the Official Committee of Unsecured Creditors. Houlihan Lokey Capital, Inc., serves as its financial advisor and investment banker. Founded in 1996, Arcapita is a global manager of Shari'ah- compliant alternative investments and operates as an investment bank. Arcapita is not a domestic bank licensed in the United States. Arcapita is headquartered in Bahrain and is regulated under an Islamic wholesale banking license issued by the Central Bank of Bahrain. The Arcapita Group employs 268 people and has offices in Atlanta, London, Hong Kong and Singapore in addition to its Bahrain headquarters. The Arcapita Group's principal activities include investing on its own account and providing investment opportunities to third-party investors in conformity with Islamic Shari'ah rules and principles. The Arcapita Group has roughly US$7 billion in assets under management. On a consolidated basis, the Arcapita Group owns assets valued at roughly US$3.06 billion and has liabilities of roughly US$2.55 billion. The Debtors owe US$96.7 million under two secured facilities made available by Standard Chartered Bank. Arcapita explored out-of-court restructuring scenarios but was unable to achieve 100% lender consent required to effectuate the terms of an out-of-court restructuring. Subsequent to the Chapter 11 filing, Arcapita Investment Holdings Limited, a wholly owned Debtor subsidiary of Arcapita in the Cayman Islands, issued a summons seeking ancillary relief from the Grand Court of the Cayman Islands with a view to facilitating the Chapter 11 cases. AIHL sought the appointment of Zolfo Cooper as provisional liquidator. ARCAPITA BANK: $150-Mil. Murabaha DIP Facility Approved ------------------------------------------------------- The U.S. Bankruptcy Court for the Southern District of New York has granted Arcapita Bank B.S.C.(c), et al., obtained final approval last month to to obtain a senior secured superpriority debtor-in-possession multiple-draw term Murabaha facility, in an aggregate principal amount up to $150,000,000 from a Fortress Credit Corp. entity known as CF ARC LLC. A Murabaha is a "cost-plus financing" trading arrangement whereby a party that requires cash (the "borrower"), arranges for another party (the "lender"), often a financial institution, to purchase certain commodities and then sell such commodities to the "borrower" for a higher price -- effectively cost price plus a mark-up, to give a return on investment. The price payable by the "borrower" is deferred creating a debt obligation. Murabahas are a common structure in Islamic financing. The loan will comply with Islamic Shariah financing regulations. Originally, Arcapita intended to nail down financing from Silver Point Finance LLC, until Fortress proffered a more attractive loan. About Arcapita Bank Arcapita Bank B.S.C., also known as First Islamic Investment Bank B.S.C., along with affiliates, filed for Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 12-11076) in Manhattan on March 19, 2012. The Debtors said they do not have the liquidity necessary to repay a US$1.1 billion syndicated unsecured facility when it comes due on March 28, 2012. Falcon Gas Storage Company, Inc., later filed a Chapter 11 petition (Bankr. S.D.N.Y. Case No. 12-11790) on April 30, 2012. Falcon Gas is an indirect wholly owned subsidiary of Arcapita that previously owned the natural gas storage business NorTex Gas Storage Company LLC. In early 2010, Alinda Natural Gas Storage I, L.P. (n/k/a Tide Natural Gas Storage I, L.P.), Alinda Natural Gas Storage II, L.P. (n/k/a Tide Natural Gas Storage II, L.P.) acquired the stock of NorTex from Falcon Gas for $515 million. Arcapita guaranteed certain of Falcon Gas' obligations under the NorTex Purchase Agreement. The Debtors tapped Gibson, Dunn & Crutcher LLP as bankruptcy counsel, Linklaters LLP as corporate counsel, Towers & Hamlins LLP as international counsel on Bahrain matters, Hatim S Zu'bi & Partners as Bahrain counsel, KPMG LLP as accountants, Rothschild Inc. and financial advisor, and GCG Inc. as notice and claims agent. Milbank, Tweed, Hadley & McCloy LLP represents the Official Committee of Unsecured Creditors. Houlihan Lokey Capital, Inc., serves as its financial advisor and investment banker. Founded in 1996, Arcapita is a global manager of Shari'ah- compliant alternative investments and operates as an investment bank. Arcapita is not a domestic bank licensed in the United States. Arcapita is headquartered in Bahrain and is regulated under an Islamic wholesale banking license issued by the Central Bank of Bahrain. The Arcapita Group employs 268 people and has offices in Atlanta, London, Hong Kong and Singapore in addition to its Bahrain headquarters. The Arcapita Group's principal activities include investing on its own account and providing investment opportunities to third-party investors in conformity with Islamic Shari'ah rules and principles. The Arcapita Group has roughly US$7 billion in assets under management. On a consolidated basis, the Arcapita Group owns assets valued at roughly US$3.06 billion and has liabilities of roughly US$2.55 billion. The Debtors owe US$96.7 million under two secured facilities made available by Standard Chartered Bank. Arcapita explored out-of-court restructuring scenarios but was unable to achieve 100% lender consent required to effectuate the terms of an out-of-court restructuring. Subsequent to the Chapter 11 filing, Arcapita Investment Holdings Limited, a wholly owned Debtor subsidiary of Arcapita in the Cayman Islands, issued a summons seeking ancillary relief from the Grand Court of the Cayman Islands with a view to facilitating the Chapter 11 cases. AIHL sought the appointment of Zolfo Cooper as provisional liquidator. ARCAPITA BANK: Jan. 16 Hearing on More Plan Exclusivity ------------------------------------------------------- The bankruptcy judge will convene a hearing on Jan. 16 to consider Arcapita Bank B.S.C.(c), et al.'s request for an extension of their exclusive periods to propose a plan. Objections are due Jan. 15. The Debtors say they have made substantial progress towards developing a strategy for a success exit from Chapter 11. In October, the Debtors obtained a second exclusivity period extension, which extended until Dec. 15, 2012, of the exclusive period to propose a plan and until Feb. 12, 2013, the period to solicit acceptances of the Plan. In the second exclusivity motion, the Debtors agreed that they would not seek further extensions. Since obtaining a second extension, the Committee, and the Joint Provisional Liquidators of AIHL have diligently worked to develop a plan of reorganization that incorporates input from the Committee and the JPLs, and various other constituencies, regarding resolution of certain inter-creditor and inter-estate issues. Throughout the process of evaluating various options for reorganization, the Debtors, the Committee, and the JPLs have engaged in an ongoing analysis of how to allocate the assets between the creditors of Arcapita Bank and the creditors of AIHL. Indeed, the Debtors, the Committee, and the JPLshave worked jointly in an attempt to develop a value allocation model that is reasonably acceptable to both groups of creditors. As a result of these efforts, and although some issues remained unresolved, the Debtors were ready and willing to file a plan by the December 15, 2012 deadline. However, the Debtors and the Committee agreed that the Debtors should refrain from filing a plan for a limited period of time to allow the continuation of further discussions among the Debtors, the Committee, and the other constituencies. To facilitate additional discussions with the Committee and other constituencies, the Committee and the Debtors, with the support of the JPLs and no opposition from the Ad Hoc group, the Debtors sought and obtained a third exclusivity extension (nine days), a fourth exclusivity extension (two weeks), and a fifth extension (two weeks, plan filing period expiring Jan. 14, 2013). To increase the likelihood that the Debtors will be able to file a consensual plan of reorganization, with the support of the Committee, the Debtors now want the the Court to (i) further extend the Exclusive Filing Period through and including January 28, 2013, and (ii) further extend the Exclusive Solicitation Period through and including March 28, 2013. About Arcapita Bank Arcapita Bank B.S.C., also known as First Islamic Investment Bank B.S.C., along with affiliates, filed for Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 12-11076) in Manhattan on March 19, 2012. The Debtors said they do not have the liquidity necessary to repay a US$1.1 billion syndicated unsecured facility when it comes due on March 28, 2012. Falcon Gas Storage Company, Inc., later filed a Chapter 11 petition (Bankr. S.D.N.Y. Case No. 12-11790) on April 30, 2012. Falcon Gas is an indirect wholly owned subsidiary of Arcapita that previously owned the natural gas storage business NorTex Gas Storage Company LLC. In early 2010, Alinda Natural Gas Storage I, L.P. (n/k/a Tide Natural Gas Storage I, L.P.), Alinda Natural Gas Storage II, L.P. (n/k/a Tide Natural Gas Storage II, L.P.) acquired the stock of NorTex from Falcon Gas for $515 million. Arcapita guaranteed certain of Falcon Gas' obligations under the NorTex Purchase Agreement. The Debtors tapped Gibson, Dunn & Crutcher LLP as bankruptcy counsel, Linklaters LLP as corporate counsel, Towers & Hamlins LLP as international counsel on Bahrain matters, Hatim S Zu'bi & Partners as Bahrain counsel, KPMG LLP as accountants, Rothschild Inc. and financial advisor, and GCG Inc. as notice and claims agent. Milbank, Tweed, Hadley & McCloy LLP represents the Official Committee of Unsecured Creditors. Houlihan Lokey Capital, Inc., serves as its financial advisor and investment banker. Founded in 1996, Arcapita is a global manager of Shari'ah- compliant alternative investments and operates as an investment bank. Arcapita is not a domestic bank licensed in the United States. Arcapita is headquartered in Bahrain and is regulated under an Islamic wholesale banking license issued by the Central Bank of Bahrain. The Arcapita Group employs 268 people and has offices in Atlanta, London, Hong Kong and Singapore in addition to its Bahrain headquarters. The Arcapita Group's principal activities include investing on its own account and providing investment opportunities to third-party investors in conformity with Islamic Shari'ah rules and principles. The Arcapita Group has roughly US$7 billion in assets under management. On a consolidated basis, the Arcapita Group owns assets valued at roughly US$3.06 billion and has liabilities of roughly US$2.55 billion. The Debtors owe US$96.7 million under two secured facilities made available by Standard Chartered Bank. Arcapita explored out-of-court restructuring scenarios but was unable to achieve 100% lender consent required to effectuate the terms of an out-of-court restructuring. Subsequent to the Chapter 11 filing, Arcapita Investment Holdings Limited, a wholly owned Debtor subsidiary of Arcapita in the Cayman Islands, issued a summons seeking ancillary relief from the Grand Court of the Cayman Islands with a view to facilitating the Chapter 11 cases. AIHL sought the appointment of Zolfo Cooper as provisional liquidator. ARKANOVA ENERGY: Reports $3.8-Mil. Net Income in Fiscal 2012 ------------------------------------------------------------ Arkanova Energy Corporation filed on Dec. 31, 2012, its annual report on Form 10-K for the fiscal year ended Sept. 30, 2012. MaloneBailey, LLP, in Houston, Texas, expressed substantial doubt about Arkanova Energy's ability to continue as a going concern. The independent auditors noted that the Company has incurred cumulative losses since inception and has negative working capital. The Company reported net income of $3.8 million in fiscal 2012, compared to a net loss of $2.1 million in fiscal 2011. During the year ended Sept. 30, 2012, the Company generated $899,052 in oil and gas sales as compared to $1.3 million in oil and gas sales during the year ended Sept. 30, 2011. According to the 10-K filing, the reason for the decrease in sales is because of the 10% working interest sale to Aton Select Fund on Oct. 1, 2011. Gain on settlement of debt increased to $5.6 million for the year ended Sept. 30, 2012, compared to $nil for the year ended Sept. 30, 2011, due to the partial settlement of debt by transferring oil and gas properties. The Company's balance sheet at Sept. 30, 2012, showed $2.4 million in total assets, $9.2 million in total liabilities, and a stockholders' deficit of $6.8 million. A copy of the Form 10-K is available at http://is.gd/5to5ck Austin, Tex.-based Arkanova Energy Corporation is a junior producing oil and gas company and is also engaged in the acquisition, exploration and development of prospective oil and gas properties. It holds mineral leases in Delores County, Lone Mesa State Park, Colorado and leasehold interests located in Pondera and Glacier Counties, Montana. AS SEEN ON TV: Receives $7.3 Million From Units Offering -------------------------------------------------------- As Seen On TV, Inc., previously entered into and consummated a Securities Purchase Agreement with certain accredited investors for the private sale of units at $50,050 per Unit, each Unit consisting of (i) 71,500 shares of common stock, par value $0.0001 per share and (ii) warrants to purchase 35,750 shares of common stock at an initial exercise price of $0.80 per share. Accordingly, for each $0.70 invested, investors received one share of Common Stock and one-half of a Warrant. On Dec. 28, 2012, the Company completed the offering, selling a total of 145.6 Units and receiving aggregate gross proceeds of $7,287,199. The Company issued an aggregate of 10,410,285 shares of common stock and Warrants to purchase 5,205,143 shares of common stock to the investors pursuant to the Securities Purchase Agreement. The Company engaged National Securities Corporation, a registered broker dealer to serve as placement agent and the Placement Agent received (a) selling commissions aggregating 10% of the gross proceeds of the Offering, (b) a non-accountable expense allowance of 1% of the gross proceeds of the Offering to defray offering expenses, (c) five-year warrants to purchase those number of shares of common stock as is equal to 10% of the shares of Common Stock (i) included as part of the Units sold in this Offering at an exercise price equal to $0.70 per share, and (ii) issuable upon exercise of the Warrants sold in the November 2012 Offering at an exercise price equal to $0.80 per share, and (d) 100,000 restricted shares of common stock. Effective on the Initial Closing Date, Kevin Harrington, the Company's Chairman, and Steve Rogai, the Company's Chief Executive Officer, each executed a lock up agreement which provides that, subject to limited exceptions for Mr. Rogai, the officer will not to sell, assign, transfer or otherwise dispose of their shares of common stock or other securities of the Company for a period ending on such date that the November 2012 Offering subscribers have the ability to sell or transfer the Common Stock pursuant to Rule 144 or through an effective registration statement. Following this initial lock-up period, Kevin Harrington has agreed to an additional 12-month leak-out period for his shares, during which he may not sell more than $25,000 worth shares of common stock per month for an aggregate $300,000. The Company received net proceeds of approximately $6,385,000 after payment of commissions and expense allowance to the Placement Agent and other offering and related costs in connection with the November 2012 Offering. The net proceeds from the Securities Purchase Agreement will be used to purchase product inventory, sales initiatives and general working capital. In addition, the Company has advanced $1,500,000 to eDiets.com, Inc., from the net proceeds of the Units sold. The Company has advanced eDiets.com, Inc., an aggregate of $2,000,000 under unsecured 12% promissory notes payable on or before the earlier of 10 business days following the earlier of (i) the closing date of the merger agreement between the Company and eDiets.com, Inc., (ii) March 31, 2013, or (iii) an event of default under the terms of the notes. Following the closing of the Securities Purchase Agreement the Company had issued and outstanding approximately 50,996,453 shares of Common Stock. A copy of the Securities Purchase Agreement is available at: http://is.gd/ywJlOM A copy of the Form 8-K is available at http://is.gd/D6S3xi 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. ATI HOLDINGS: Moody's Assigns 'B2' CFR/PDR; Outlook Stable ---------------------------------------------------------- Moody's Investors Service assigned B2 Corporate Family and Probability of Default ratings to ATI Holdings, Inc. At the same time, Moody's assigned a Ba3 rating to ATI's proposed $335 million senior secured credit facilities, comprised of a $50 million revolver and $285 million first lien term loan. The funding also includes $160 million of senior subordinated notes (unrated) issuance. Proceeds will be used to fund the acquisition of ATI by financial sponsor KRG Capital Partners. The outlook is stable The following ratings and LGD assessment have been assigned: ATI Holdings, Inc. Corporate Family rating at B2; Probability of Default Rating at B2; $50 million revolving credit facility expiring in 2019 at Ba3 (LGD 3, 31%); $285 million first lien term loan due in 2020 at Ba3 (LGD 3, 31%); The outlook is stable. Ratings Rationale The B2 Corporate Family Rating reflects ATI's high debt leverage following its leveraged buyout, its small scale with revenues under $250 million and significant geographic concentration in two regions. Furthermore, we are concerned that relatively low barriers to entry could create longer-term risk. The rating also reflects Moody's belief that the company will continue to pursue an aggressive growth strategy, including acquisitions, which will limit debt repayment. Alternatively, the rating is supported by ATI's demonstrated track record of solid revenue and EBITDA growth over the last several years, even through the economic recession and despite its focus on worker's compensation cases (i.e. exposure to construction and manufacturing industries). The rating is also supported by its solid position within a highly fragmented market and Moody's expectations of strong EBITDA margins over the next 12-18 months. The stable outlook reflects Moody's expectation that the company should continue to see positive operating results characterized by strong margins and steady cash flow. While Moody's believes that cash flow will likely be used for additional growth, instead of debt repayment, Moody's still expects the company to delever to about 5.5 times by the end of fiscal 2013, primarily by EBITDA growth. Although, not likely in the near-term, an upgrade is possible should the company reduce and sustain adjusted leverage below 5.0 times and significantly increase its scale. Additionally, Moody's would expect to see a continuation of strong cash flow metrics with free cash flow coverage around 8%. The ratings could be downgraded if the company increases leverage on a sustained basis above 7 times, either for acquisitions or shareholder initiatives or if free cash flow to debt were to become negative. The principal methodology used in rating ATI was the Global Healthcare Service Providers Industry Methodology published in December 2011. Other methodologies used include Loss Given Default for Speculative-Grade Non-Financial Companies in the U.S., Canada and EMEA published in June 2009. ATI Holdings, Inc. headquartered in Bolingbrook, IL, is an outpatient physical therapy and rehabilitation provider. The company operates 200 clinics throughout Delaware, Illinois, Indiana, Maryland, Ohio, Pennsylvania and Wisconsin. ATI was acquired by KRG Capital Partners, on December 21, 2012. ATLAS ENERGY: Moody's Assigns 'B2' CFR; Rates Sr. Notes 'Caa1' -------------------------------------------------------------- Moody's Investors Service assigned Atlas Energy Holdings Operating Company, LLC (Atlas Energy) a B2 Corporate Family Rating (CFR) and a Caa1 rating to the proposed offering of $250 million of senior notes due 2021, which are being co-issued by Atlas Resource Finance Corporation. The proposed notes are guaranteed by Atlas Resource Partners, L.P. (ARP). Moody's also assigned a SGL-3 Speculative Grade Liquidity rating to Atlas Energy. The proceeds from the proposed notes offering will be used to repay all borrowings under ARP's second lien term loan facility and a portion of borrowings under ARP's revolving credit facility. This is the first time that Moody's has rated Atlas Energy. The rating outlook is stable. Rating Assignments: $250 Million Senior Unsecured Notes due in 2021, Rated Caa1 (LGD 5, 81%) Corporate Family Rating of B2 Probability of Default Rating of B2 Speculative Grade Liquidity rating of SGL-3 Ratings Rationale "Atlas Energy benefits from good basin diversity and enhanced returns on its invested capital from its partnership business," commented Gretchen French, Moody's Vice President. "However, despite a reasonable leverage profile for the rating, the company has had a significant level of acquisition activity since its formation in late 2011, providing only limited historical operating performance with its current asset base." Atlas Energy's B2 Corporate Family Rating reflects its long-lived reserve base, its large and diverse drilling inventory, the benefits of its partnership management business and a conservative financial leverage profile relative to peers. However, the B2 CFR is restrained by the company's natural gas weighted production base, which has constrained cash margins. The CFR also reflects the company's limited track record with its current asset base due to an aggressive acquisition-led growth strategy since formation. In addition, the rating its restrained by the risks inherent in its high payout MLP corporate finance model, but recognizes management's high proportion of equity financing for reasonably priced acquisitions and active hedging program. The Caa1 ratings on the proposed $250 million of senior notes due 2021 reflect both the overall probability of default of Atlas Energy, to which Moody's assigns a PDR of B2, and a loss given default of LGD 5 (81%). The senior notes are guaranteed by essentially all material domestic subsidiaries as well as the issuer's direct parent on a senior unsecured basis and are accordingly subordinated to the senior secured credit facility's potential priority claim to the company's assets. The size of the potential senior secured claims relative to the unsecured notes outstanding results in the senior notes being notched two ratings below the B2 CFR under Moody's Loss Given Default Methodology. Atlas Energy's SGL-3 Speculative Grade Liquidity rating reflects adequate liquidity through 2013, driven by its high dividend payout, aggressive pace of acquisitions, and the need to frequently access the capital markets to finance growth. We view ARP's partnership management business as an enhancement to liquidity, providing monthly fees to manage wells and providing up front funding for its PUD drilling program. Atlas Energy's liquidity profile also benefits from the flexibility in its capital program and its active hedging program. Atlas has a $1 billion revolving credit facility, with a pro forma $373 million borrowing base, due March 2016. The credit revolving facility is secured by mortgages on its oil and gas properties and security interests in substantially all of its assets. Moody's estimates around $300 million of availability under the revolver pro-forma for the notes issuance. Moody's expects that ARP will remain within its covenant compliance metrics which includes Debt/EBITDA of less than 4.25x (stepping down to 4.0x starting in the third quarter of 2013). Alternative liquidity is limited, given that substantially all of the company's oil and gas assets are pledged as security under its revolver. The outlook is stable based on Moody's expectation that Atlas Energy maintains an adequate liquidity profile and continues to finance acquisitions with a meaningful equity component. Moody's could upgrade the ratings if the company is able to demonstrate a track record of improved cash margins that support a leveraged full-cycle ratio above 2.0x while growing its production base and maintaining a conservatively leveraged financial profile (debt/production less than $30,000 boe/d). Moody's could downgrade the ratings if leverage increased (debt/production above $40,000 boe/d) or if distribution coverage weakened below 1.1x for a sustained period. The principal methodology used in rating Atlas Resource Partners was the Global Independent Exploration and Production Industry Methodology published in December 2011. Other methodologies used include Loss Given Default for Speculative-Grade Non-Financial Companies in the U.S., Canada and EMEA published in June 2009. Atlas Energy Holdings Operating Company, LLC is a wholly-owned subsidiary of Atlas Resource Partners, L.P., which is headquartered in Pittsburgh, Pennsylvania. ATLAS RESOURCE: S&P Assigns 'B' CCR, Rates New $250MM Notes 'B-' ---------------------------------------------------------------- Standard & Poor's Ratings Services said it assigned its 'B' corporate credit rating to Philadelphia, Pa.-based Atlas Resource Partners L.P. The outlook is stable. "At the same time, we assigned our 'B-' issue rating (one notch lower than the corporate credit rating) to Atlas Resource Finance Corp. and Atlas Energy Holdings Operating Co. LLC's proposed $250 million senior unsecured notes due 2021. We also assigned a '5' recovery rating to the notes, indicating our expectation of modest (10% to 30%) recovery in the event of a payment default. The two companies are subsidiaries of Atlas, and the company will use proceeds from the transaction to fund repayment of existing debts and for general corporate purposes," S&P said. (For the full recovery analysis, please see the recovery report on Atlas to be published on RatingsDirect following the release of this report.) "The ratings on Atlas reflect its small, predominantly natural gas reserve and production base, sizable distributions to unit-holders under its structure as a master limited partnership and limited reserve replacement history," said Standard & Poor's credit analyst Ben Tsocanos. "The ratings also reflect the volatility and capital intensive nature of the oil and gas industry." These weaknesses are adequately offset at the rating level by moderate debt leverage, relatively low operating risk related to multiple onshore U.S. basins, and a willingness to use equity to fund acquisitions. Standard & Poor's characterizes Atlas' business risk profile as "vulnerable", its financial risk profile as "aggressive" and its liquidity as "adequate". The stable outlook reflects S&P's expectation that Atlas' leverage will remain moderate, providing a mitigant to the risks that are associated with the E&P MLP structure and its high weighting to natural gas. "We would consider a downgrade if Atlas faces constrained liquidity, or if debt to EBITDA increases to 4.75x. We would consider an upgrade if Atlas is able to substantially increase reserves and production while maintaining leverage at or below 3x, manage capital spending closer to its operating cash flows, and maintain adequate liquidity," S&P noted. AXION INTERNATIONAL: Allen Kronstadt Holds 33.1% Equity Stake ------------------------------------------------------------- In an amended Schedule 13D filing with the U.S. Securities and Exchange Commission, Allen Kronstadt disclosed that, as of Jan. 4, 2013, he beneficially owns 13,756,053 shares of common stock of Axion International Holdings, Inc., representing 33.1% of the shares outstanding. Mr. Kronstadt previously reported beneficial ownership of 11,109,283 common shares or a 30.5% equity stake as of Sept. 28, 2012. A copy of the amended filing is available for free at http://is.gd/vm4Twe About Axion International New Providence, N.J.-based Axion International Holdings, Inc. (OTC BB: AXIH) - http://www.axionintl.com/-- is the exclusive licensee of patented and patent-pending technologies developed for the production of structural plastic products such as railroad crossties, pilings, I-beams, T-Beams, and various size boards including a tongue and groove design that are utilized in multiple engineered design solutions such as rail track, rail and tank bridges (heavy load), pedestrian/park and recreation bridges, marinas, boardwalks and bulk heading to name a few. RBSM LLP, in New York, the auditor, issued a going concern qualification each in the Company's financial statements for the years ended Dec. 31, 2010, and 2011. RBSM LLP noted that the Company has incurred significant operating losses in current year and also in the past. These factors, among others, raise substantial doubt about the Company's ability to continue as a going concern, it said. Axion International reported a net loss of $9.93 for the 12 months ended Dec. 31, 2011, compared with a net loss of $7.10 million for the 12 months ended Sept. 30, 2010. The Company's balance sheet at Sept. 30, 2012, showed $6.97 million in total assets, $8.10 million in total liabilities, $5.86 million in 10% convertible preferred stock, and a $6.99 million total stockholders' deficit. AXION INTERNATIONAL: Issues $500,000 Conv. Note to A. Kronstadt --------------------------------------------------------------- Pursuant to the Note Purchase Agreement dated Aug. 24, 2012, among Axion International Holdings, Inc., and MLTM Lending, LLC, Samuel Rose, Allen Kronstadt and the other investors, the Company issued and sold to Kronstadt one of the Company's 8.0% convertible promissory notes in the principal amount of $500,000 which is initially convertible into shares of the Company's common stock, no par value, at a conversion price equal to $0.40 per share of Common Stock, subject to adjustment as provided on the terms of the Note, and an associated warrant to purchase 1,250,000 shares of Common Stock, subject to adjustment as provided on the terms of the Warrant. In consideration for the issuance of the Note and the Warrant, Kronstadt paid the Company cash in the aggregate amount of $500,000. The Note and the Warrant were offered and sold to Kronstadt in a private placement transaction made in reliance upon exemptions from registration pursuant to Section 4(2) under the Securities Act of 1933, as amended, and Rule 506 of Regulation D promulgated thereunder. Kronstadt is an accredited investor as defined in Rule 501 of Regulation D promulgated under the Securities Act. The Note, including all outstanding principal and accrued and unpaid interest, is due and payable on the earlier of Jan. 4, 2018, or upon the occurrence of an Event of Default. The Company may prepay the Note, in whole or in part, upon 60 calendar days prior written notice to the holder thereof. Interest accrues on the Note at a rate of 8.0% per annum, payable during the first three years that the Note is outstanding in shares of Common Stock, valued at the weighted average price of a share of Common Stock for the 20 consecutive trading days prior to the interest payment date, pursuant to the terms of the Note. During the fourth and fifth years that the Note is outstanding, interest that accrues under the Note will be payable in cash. The Warrant is exercisable at an exercise price of $0.60 per share of Common Stock, subject to adjustment as provided for by the terms thereof, for a period commencing on the date of issuance and ending on the earlier to occur of the date that is (i) three years after the date upon which the weighted average price of a share of Common Stock for the 90 consecutive trading days prior to that date is at least $2.00 per share, and (ii) five years after the date on which the Note has been repaid in full. About Axion International New Providence, N.J.-based Axion International Holdings, Inc. (OTC BB: AXIH) - http://www.axionintl.com/-- is the exclusive licensee of patented and patent-pending technologies developed for the production of structural plastic products such as railroad crossties, pilings, I-beams, T-Beams, and various size boards including a tongue and groove design that are utilized in multiple engineered design solutions such as rail track, rail and tank bridges (heavy load), pedestrian/park and recreation bridges, marinas, boardwalks and bulk heading to name a few. RBSM LLP, in New York, the auditor, issued a going concern qualification each in the Company's financial statements for the years ended Dec. 31, 2010, and 2011. RBSM LLP noted that the Company has incurred significant operating losses in current year and also in the past. These factors, among others, raise substantial doubt about the Company's ability to continue as a going concern, it said. Axion International reported a net loss of $9.93 for the 12 months ended Dec. 31, 2011, compared with a net loss of $7.10 million for the 12 months ended Sept. 30, 2010. The Company's balance sheet at Sept. 30, 2012, showed $6.97 million in total assets, $8.10 million in total liabilities, $5.86 million in 10% convertible preferred stock, and a $6.99 million total stockholders' deficit. AVANTAIR INC: Gilder Gagnon Hikes Lowers Equity Stake to 4.9% ------------------------------------------------------------- In an amended Schedule 13G filing with the U.S. Securities and Exchange Commission, Gilder, Gagnon, Howe & Co. LLC, disclosed that, as of Dec. 31, 2012, it beneficially owns 1,413,207 shares of common stock of Avantair, Inc., representing 4.92% of the shares outstanding. Gilder Gagnon previously reported beneficial ownership of 3,896,896 common shares or a 14.7% equity stake as of Dec. 31, 2011. A copy of the amended filing is available at: http://is.gd/fyy885 About Avantair Inc. Headquartered in Clearwater, Fla., Avantair, Inc. (OTC BB: AAIR) -- http://www.avantair.com/-- sells fractional ownership interests in, and flight hour card usage of, professionally piloted aircraft for personal and business use, and the management of its aircraft fleet. According to AvData, Avantair is the fifth largest company in the North American fractional aircraft industry. Avantair also operates fixed flight based operations (FBO) in Camarillo, California and in Caldwell, New Jersey. Through these FBOs and its headquarters in Clearwater, Florida, Avantair provides aircraft maintenance, concierge and other services to its customers as well as to the Avantair fleet. The Company's balance sheet at Sept. 30, 2012, showed $84.22 million in total assets, $122.83 million in total liabilities, $14.82 million in series A convertible preferred stock, and a $53.43 million total stockholders' deficit. B & B REAL ESTATE: Case Summary & 20 Largest Unsecured Creditors ---------------------------------------------------------------- Debtor: B & B Real Estate Holdings aka B & B Rentals, Inc. 367 W. Penn Avenue, P.O. Box 115 Wernersville, PA 19565 Bankruptcy Case No.: 13-10242 Chapter 11 Petition Date: January 10, 2013 Court: U.S. Bankruptcy Court Eastern District of Pennsylvania (Reading) Judge: Richard E. Fehling Debtor's Counsel: Dexter K. Case, Esq. CASE, DIGIAMBERARDINO & LUTZ, P.C. 845 North Park Road, Suite 101 Wyomissing, PA 19610 Tel: (610) 372-9900 Fax: (610) 372-5469 E-mail: dkc@cdllawoffice.com Scheduled Assets: $500,001 to $1,000,000 Scheduled Liabilities: $1,000,001 to $10,000,000 Affiliate that filed separate Chapter 11 petition: Entity Case No. Petition Date ------ -------- ------------- B & B Rentals, Inc. 13-10239 01/10/13 Assets: $1,000,001 to $10,000,000 Debts: $1,000,001 to $10,000,000 The petitions were signed by Christopher Boylan, president of B & B Rentals, Inc., general partner. A. A copy of B & B Real Estate's list of its 20 largest unsecured creditors filed with the petition is available for free at: http://bankrupt.com/misc/paeb13-10242.pdf A copy of B & B Rentals' list of its 20 largest unsecured B. creditors filed with the petition is available for free at: http://bankrupt.com/misc/paeb13-10239.pdf B&T OLSON: Granted Access to Opus Cash Collateral ------------------------------------------------- The Hon. Karen A. Overstreet of the U.S. Bankruptcy Court for the Western District of Washington entered interim orders that allowed B & T Olson Family LLC's continued use of Opus Bank's cash collateral pursuant to a budget. The agreed fourth interim order signed by the bankruptcy provided for the use of cash from July to December 2012. A copy of the budget is available for free at http://bankrupt.com/misc/B&TOLSON_cashcoll_budget.pdf The Debtor may use lease income from its various commercial properties that are encumbered by asserted liens in favor of the Bank to fund the costs and expenses of the operations of the properties, and granting adequate protection in favor of the Bank. The Debtor owns certain commercial real property in Snohomish County, Washington, commonly known as the Team Fitness Building. In connection with a loan to the Debtor that was originated prior to the Petition Date, the Bank contends that it holds a first- position deed of trust encumbering the Property. The Bank has filed a proof of claim asserting a total outstanding balance on its loans of approximately $1,172,980 as of the Petition Date. About B&T Olson Family Based in Snohomish, Washington, B&T Olson Family LLC owns certain commercial real properties in Snohomish and Island County, Washington, commonly known as the Resilience Fitness Building, the Team Fitness Building, the Downtown/Port Susan Building, and Camano Commons Building G. The Company filed for Chapter 11 protection (Bankr. W.D. Wash. Case No. 12-14352) on April 26, 2012, in Seattle on April 26, 2012. B&T Olson disclosed $18.3 million in assets and $17.5 million in assets in its schedules. The Debtor owns six properties in Lake Stevens, Stanwood, and Camano Island, Washington. Four properties worth $16 million secure $12 million of debt to Opus Bank. Brett T. Olson and Christina L. Olson own the Debtors. Judge Karen A. Overstreet oversees the case. James L. Day, Esq., and Katriana L. Samiljan, Esq., at Bush Strout & Kornfeld LLP, in Seattle, Wash., serve as the Debtor's counsel. Joseph A.G. Sakay, Esq., and Eric D. Lansverk, Esq., at Hillis Clark Martin & Peterson P.S., in Seattle, Washington, represent Opus Bank as counsel. Michael C. Oiffer, at KeyBank Law Group, in Tacoma, Washington, represents KeyBank National Association as counsel. BANK OF NEVADA: Moody's Affirms 'Ba1' Deposit Rating ---------------------------------------------------- Moody's Investors Service affirmed the ratings of Bank of Nevada, a bank subsidiary of Western Alliance Bancorporation (senior Ba3). Bank of Nevada is rated Ba1 and Not Prime for long-term and short- term deposits, respectively, and Ba2 for other senior obligations and issuer ratings. Its standalone bank financial strength rating (BFSR)/baseline credit assessment (BCA) is D+/ba1. The rating outlook is stable. Ratings Rationale The ratings on Western Alliance reflect the narrow franchise which is focused on commercial real estate (CRE), its high reliance on net interest income, and significant loan growth. These elements offset the improved profitability metrics and core deposit funding. Western Alliance has always been focused on CRE, which comprises approximately one-third of its loans as of September 30, 2012. CRE equals 3.3 times its tangible common equity (TCE, as defined by Moody's, including hybrid equity credit). As a percentage of TCE, the concentration is substantially reduced from its peak as a result of a higher equity base and a decline in construction loans. However, CRE remains a concentration risk and is a growth engine for Western Alliance. Another challenge is its sizeable growth in other non-real estate commercial loans. Moody's added that upward rating pressure is also constrained by its elevated nonperforming assets, which equaled 46% of TCE and reserves as of September 30, 2012. Moody's stated that Western Alliance's profitability has improved as a result of loan growth and lower credit costs to levels consistent with some higher rated peers. However, net interest income comprised over 90% of its net revenue for the first nine months of 2012, whereas most peers have a more diverse revenue mix. The last rating action on Western Alliance Bancorporation was on August 20, 2010 when a rating was assigned to its senior note issuance. The principal methodology used in this rating was Moody's Consolidated Global Bank Rating Methodology published in June 2012. Western Alliance Bancorporation headquartered in Phoenix, Arizona reported total assets of $7.4 billion as of September 30, 2012. BOMBARDIER INC: Fitch Affirms 'BB' IDR on New Debt Issuance ----------------------------------------------------------- Fitch Ratings has affirmed the Issuer Default Rating (IDR) and long-term ratings for Bombardier Inc. at 'BB', including the 'BB' rating previously assigned to BBD's proposed issuance of senior unsecured notes which are being offered under Rule 144A. BBD increased the amount of the proposed notes to approximately $2 billion from $1 billion. The Rating Outlook is Stable. The new debt will include $750 million of 4.25% three-year notes due 2016 and $1.25 billion of 6.125% 10-year notes due 2023. Proceeds will be used for general corporate purposes and will support BBD's liquidity during a period of high development spending on new aircraft programs including the CSeries. Fitch expects the increase in the amount of the new debt will be used to support higher cash balances, and believes BBD's cash requirements for capital expenditures and other uses have not increased since the ratings were downgraded one notch in November 2012. Fitch estimates pro forma debt/EBITDA, including the new debt, would be approximately 6.0 times (x) at Sept. 30, 2012 compared to 4.4x as reported and 3.3x at the end of 2011. The increase in leverage since the end of 2011 also reflects $500 million of new debt issued in the first quarter of 2012 and weaker earnings during the year. Credit metrics may not improve significantly until the regional aircraft and business jet markets recover and BA gets beyond its peak program expenditures. BBD's ratings incorporate the company's operating performance and negative free cash flow (FCF) that have been weaker than anticipated due to a slow recovery in Bombardier Aerospace's (BA) regional aircraft and light business jet markets and execution challenges at Bombardier Transportation (BT). The biggest driver of negative FCF is high capital spending for development programs at BA, which will continue through 2013 before starting to decline. Fitch anticipates consolidated FCF could potentially be negative into 2013 as capital spending at BA more than offsets FCF at BT. FCF at BT could return to a positive level on an annual basis in 2013. Large capital expenditures are centered on the CSeries, but Fitch does not consider the negative impact on FCF at this point in the development cycle to be unusual. In the fourth quarter of 2012, BBD announced a six-month delay to the scheduled first flight of the CS100 which now is scheduled to occur by the end of June 2013, with entry into service one year later. Entry into service by the end of 2014 for the CS300 is unaffected. The change does not increase project costs, but BBD may incur some penalties, and the delay slightly extends the negative cash cycle. At BA, negative FCF includes the impact of a low level of customer advances. Although BA's backlog is at a solid level, many of the orders are for CSeries aircraft or fleet business jets which will be delivered over several years. Capital expenditures at BA totaled $1.3 billion in calendar 2011 and could be near $2 billion in 2012 and 2013. BA cut regional jet (RJ) production in early 2012 due to low industry demand. Demand for regional aircraft reflects a lack of confidence at major airlines about supporting regional air service, concerns about turmoil in Europe, high fuel prices, and airline industry capacity. However, orders increased during 2012 for commercial aircraft as well as business jets. In 2012, BA delivered 50 commercial aircraft, down from 78 aircraft in fiscal 2011 which included 11 months. Net orders improved to 138 aircraft in 2012 from 54 in the previous year. Demand for large business jets, where BA has its largest presence, is stronger than the light jet market but remains well below peak levels. In 2012, business jet deliveries were up slightly at 179 units compared to 163 units in the 11-month period of fiscal 2011. BA received net orders for 343 business jets in 2012 compared to 191 jets in fiscal 2011. At BT, increasing complexity on many projects has contributed to delays in project completion, slower collections, higher inventory, lower margins and negative FCF. Cash flow has begun to improve and should be positive in the fourth quarter of 2012. These challenges are being gradually addressed but remain a risk. BT announced it would recognize a restructuring charge of up to $150 million in the fourth quarter of 2012 directed toward cutting costs through layoffs and a plant closure. A large portion of the charge represents cash costs that are expected to occur over 12-18 months. Government spending on rail transportation is under some pressure, but BT's order and backlog remain at solid levels. BT operates in more stable markets than BA. While not currently anticipated, BT's profile could weaken if funding becomes more difficult for government customers, or if rail equipment providers such as BT are required to participate in risk-sharing agreements. Rating concerns include the slow recovery in demand for regional aircraft, execution risks at BT, contingent liabilities related to aircraft sales and financing, foreign currency risk, and large pension liabilities. BA's contingent liabilities have been generally stable or slightly lower, except trade-in commitments for used aircraft. These commitments have increased due to the growth in orders for larger business jets. Pension contributions represent a material use of cash. BBD contributed $373 million to its plans in 2011, not including defined contribution plans, and expected to contribute $394 million in 2012. Net pension obligations totaled $2.8 billion at the end of 2011, including $569 million of unfunded plans. Rating concerns are mitigated by BBD's diversification and strong market positions in the aerospace and transportation businesses and BA's portfolio of commercial aircraft and large business jets, which the company has continued to refresh and should position it to remain competitive when the market recovers. BA's largest and most important development program is the Cseries, which targets the 100-149 seat segment. BA's ability to recoup its investment and establish a competitive position in the segment will require effective execution, performance of new technologies, and sufficient orders. There are currently 148 firm orders for the CSeries; this is well below BBD's target of 300 orders and 30 customers by the time the CSeries enters service. The level of new orders during the next 12-18 months will be important for the success of the aircraft and BBD's ability to develop a viable market for the aircraft. Other development programs include the Learjet 85 and Global 7000 and 8000 aircraft scheduled for entry into service in 2013 and 2016-2017, respectively. BBD's liquidity at Sept. 30, 2012 included approximately $2.1 billion of cash and availability under a three-year $750 million bank revolver that matures in 2015. In addition, BT has a EUR500 million revolver that also matures in 2015. Both facilities have been unused. BA and BT also have LC facilities. In addition to the two committed facilities, BBD uses other facilities including a performance security guarantee (PSG) facility that is renewed annually as well as bilateral agreements and bilateral facilities with insurance companies. BA uses committed sale and leaseback facilities ($215 million outstanding at Sept. 30, 2012) to help finance its trade-in inventory of used business aircraft. In addition, BT uses off-balance-sheet, non-recourse factoring facilities in Europe under which $1,049 million was outstanding. The bank facilities contain various leverage and liquidity requirements for both BA and BT which remained in compliance at Sept. 30, 2012. Minimum required liquidity at the end of each quarter is $500 million at BA and EUR600 million at BT. BBD does not disclose required levels for other covenants. In November 2012, BBD amended the $1,350 million facility, including the $750 million revolver and a $600 million LC facility, to provide greater near-term flexibility under the leverage covenant. The amendment mitigates potential concerns about covenant compliance if BBD's results or liquidity weaken further. Liquidity is offset by current debt maturities that totaled $46 million at Sept. 30, 2012. Annual maturities are limited to less than $200 million until November 2016 when EUR785 million of 7.25% notes come due. In addition to debt maturities, BBD had $520 million of other current financial liabilities including refundable government advances, sale and leaseback obligations, lease subsidies and other items. WHAT COULD TRIGGER A RATING ACTION Positive: A positive rating action is unlikely until FCF stabilizes, but future developments that may, individually or collectively, lead to higher ratings include: -- Orders and deliveries improve at BA; -- The CSeries program is executed successfully; -- BT resolves its operating challenges as expected; -- FCF improves materially as development spending for aerospace programs begins to wind down. Negative: Future developments that may, individually or collectively, lead to a negative rating action include: -- The CSeries encounters material delays or increased costs; -- Commercial and business jet markets experience an extended period of weak demand; -- FCF fails to improve at BT. -- An increase in expected cash requirements. An increase in cash requirements could be indicated if BBD does not maintain proceeds from the incremental increase in proposed debt as cash balances. Fitch has affirmed BBD's ratings as described below: -- IDR at 'BB'; -- Senior unsecured revolving credit facility at 'BB'; -- Senior unsecured debt at 'BB'; -- Preferred stock at 'B+'. The ratings affect approximately $5.6 billion of debt at Sept. 30, 2012 including sale and leaseback obligations. The amount is before adjustments for $347 million of preferred stock, which Fitch gives 50% equity interest, and the exclusion of adjustments for interest swaps reported in long-term debt as the adjustments are expected to be reversed over time. BOMBARDIER INC: S&P Rates $2-Bil. Senior Unsecured Notes 'BB' ------------------------------------------------------------- Standard & Poor's Ratings Services said it assigned its debt issue and recovery ratings to Montreal-based Bombardier Inc.'s (BB/Stable/--) proposed US$2 billion aggregate amount of senior unsecured notes. These obligations comprise two tranches, the breakdown of the amount in each yet to be determined. S&P rates the notes 'BB' (the same as the corporate credit rating on Bombardier), with a recovery rating of '4', which corresponds with average (30%-50%) recovery in our default scenario. S&P notes, however, that following the US$2 billion debt issuance the recovery on Bombardier's senior unsecured debt falls to the low- end of the range for the '4' recovery rating. The new notes will be senior unsecured obligations of Bombardier, ranking equally with all other unsecured and unsubordinated indebtedness. S&P understands that net proceeds will be used for general corporate purposes. Although the proposed debt issuance will result in somewhat weaker debt leverage, with an adjusted gross debt-to-EBITDA ratio expected to be about 7x at year-end 2013, the company will benefit from US$2 billion in additional liquidity. S&P continues to view Bombardier's current liquidity position, with a US$2.1 billion cash balance at Sept. 30, 2012, as adequate, and S&P believes the debt issuance will provide more cushion if capital expenditures were to increase due to delays in the CSeries programs. The ratings on Bombardier reflects what S&P views as the company's satisfactory business risk profile and aggressive financial risk profile "Our ratings on Bombardier take into consideration the company's leading market positions in the transportation and business aircraft segments, its good cost efficiency, and increasing product range and diversity," said Standard & Poor's credit analyst Ronald Charbon. "These positive factors are partially offset, in our opinion, by the financing pressure Bombardier's customers face in the aerospace and transportation divisions, significant execution risk in the launch of the company's upcoming CSeries jet, increasing leverage, and weakening cushion under the financial covenants," Mr. Charbon added. Bombardier is engaged in the manufacture of transport solutions worldwide. It operates in two distinct industries: aerospace and rail transportation. It has 69 production and engineering sites in 23 countries, and a worldwide network of service centers. (For more information on Bombardier, see the research report published Nov. 20, 2012, on RatingsDirect on the Global Credit Portal. For the recovery analysis, see the recovery report published Nov. 20, 2012.) RATINGS LIST Bombardier Inc. Corporate credit rating BB/Stable/-- Rating Assigned US$2 billion senior unsecured notes BB Recovery rating 4 BON-TON STORES: Supplements Indentures with BNYM, Wells Fargo ------------------------------------------------------------- The Bon-Ton Stores, Inc., wholly owned subsidiary The Bon-Ton Department Stores, Inc., and certain subsidiaries, as guarantors, entered into each of (1) the Second Supplemental Indenture with The Bank of New York Mellon, as trustee under the indenture governing the Issuer's 10 1/4% Senior Notes due 2014 and (2) the Supplemental Indenture with Wells Fargo Bank, National Association, as trustee under the indenture governing the Issuer's 10 5/8% Second Lien Senior Secured Notes due 2017. The Supplemental Indentures amend the Issuer's existing indentures to clarify that Section 10.05, relating to the release of guarantors, applies only to subsidiary guarantors. These amendments were effected pursuant to a provision in each of the indentures that permits the Issuers, the Guarantors and the applicable trustee to amend each of the indentures without notice to or consent of any noteholder in order to cure any ambiguity, defect or inconsistency. Copies of the Supplemental Indentures are available for free at: http://is.gd/DvUaqg http://is.gd/6UQvWj About Bon-Ton Stores The Bon-Ton Stores, Inc., with corporate headquarters in York, Pennsylvania and Milwaukee, Wisconsin, operates 276 department stores, which includes 11 furniture galleries, in 23 states in the Northeast, Midwest and upper Great Plains under the Bon-Ton, Bergner's, Boston Store, Carson Pirie Scott, Elder-Beerman, Herberger's and Younkers nameplates and, in the Detroit, Michigan area, under the Parisian nameplate. The Company's balance sheet at Oct. 27, 2012, showed $1.84 billion in total assets, $1.80 billion in total liabilities, and $40.30 million in total shareholders' equity. * * * As reported by the TCR on July 13, 2012, Moody's Investors Service revised The Bon-Ton Stores, Inc.'s Probability of Default Rating to Caa1/LD from Caa3. The Caa1/LD rating reflects the company's exchange of $330 million of new senior secured notes due 2017 for $330 million of its unsecured notes due 2014. Moody's also affirmed the company's Corporate Family Rating at Caa1 and affirmed the Caa3 rating assigned to the company's senior unsecured notes due 2014. Moody's said the affirmation of the company's 'Caa1' corporate family rating reflects the company's persistent negative trends in sales and operating margins and uncertainties that the company's strategies to reverse these trends will be effective. BOOMERANG SYSTEMS: Accepts $3MM Convertible Notes Subscriptions --------------------------------------------------------------- Boomerang Systems, Inc., accepted $3,000,000 in subscriptions to purchase 6% convertible promissory notes due on Dec. 31, 2017, in the aggregate principal amount of $3,000,000 and warrants to 600,000 purchase common stock of the Company, par value $0.001 per share in a private placement for aggregate gross cash proceeds of $3,000,000. For each $100,000 invested, a subscriber was issued a $100,000 principal amount Note and Warrants to purchase 20,000 shares of the Company's common stock. The Company issued the Notes and Warrants pursuant to the subscription agreements entered into with each of the subscribers. In connection with the Offering, the following officers, directors, 5% stockholders and affiliates of the Company participated in the Offering. Name Notes Issued Warrants Issued ------------------ ------------ --------------- The Estate of Gene Mulvihill $1,000,000 200,000 Heather Mulvihill $100,000 20,000 MRP Holdings LLC $100,000 20,000 Albert Behler $250,000 50,000 Burton I Koffman $195,000 39,000 Alexandria Equities, LLC $250,000 50,000 The Notes are convertible into common stock at $5.00 per share, subject to full ratchet adjustment for issuances of common stock or common stock equivalents below the Conversion Price, subject to certain exceptions. Additionally, the Conversion Price may not be adjusted below $0.25. Interest accrues on the Notes at 6% per annum. Interest is payable quarterly, commencing on March 31, 2013. A copy of the Form 8-K is available for free at: http://is.gd/nYZIqB About Boomerang Systems Headquartered in Morristown, New Jersey, Boomerang Systems, Inc. (Pink Sheets: BMER) through its wholly owned subsidiary, Boomerang Utah, is engaged in the design, development, and marketing of automated racking and retrieval systems for automobile parking and automated racking and retrieval of containerized self-storage units. The Company reported a net loss of $19.10 million for 2011 and a net loss of $15.78 million during the prior year. The Company's balance sheet at June 30, 2012, showed $7.77 million in total assets, $20.58 million in total liabilities and a $12.81 million total stockholders' deficit. Bankruptcy Warning In the Form 10-K for the year ended Dec. 31 2011, the Company said its operations may not generate sufficient cash to enable it to service its debt. If the Company were to fail to make any required payment under the notes and agreements governing its indebtedness or fail to comply with the covenants contained in the notes and agreements, the Company would be in default. The Company's debt holders would have the ability to require that the Company immediately pay all outstanding indebtedness. If the debt holders were to require immediate payment, the Company might not have sufficient assets to satisfy its obligations under the notes or the Company's other indebtedness. In that event, the Company could be forced to seek protection under bankruptcy laws, which could have a material adverse effect on its existing contracts and its ability to procure new contracts as well as its ability to recruit or retain employees. Accordingly, a default could have a significant adverse effect on the market value and marketability of the Company's common stock. BROADWAY FINANCIAL: Fails to Comply with $1 Bid Price Rule ---------------------------------------------------------- Broadway Financial Corporation received a written notification from Nasdaq notifying the Company that it fails to comply with Nasdaq's Marketplace Rule 5550(a)(2) because the bid price for the Company's common stock over the last 30 consecutive business days has closed below the minimum $1.00 per share requirement for continued listing. The notification has no immediate effect on the listing of the Company's common stock. In accordance with Nasdaq's Marketplace Rule 5810(c)(3)(A), the Company has a period of 180 calendar days, or until July 2, 2013, to regain compliance with the Rule. If at any time before July 2, 2013, the bid price of the Company's common stock closes at or above $1.00 per share for a minimum of 10 consecutive business days, Nasdaq will provide written notification that the Company has achieved compliance with the Rule. If compliance with the Rule cannot be demonstrated by July 2, 2013, the Company's common stock will be subject to delisting from The Nasdaq Capital Market. In the event that the Company receives notice that its common stock is subject to being delisted from The Nasdaq Capital Market, the Company may be eligible for additional time, provided that the Company can meet all other initial listing requirements for the Nasdaq Capital Market and provides written notice of its intention to cure the deficiency during the second compliance period of an additional 180 days, by various plans, including effecting a reverse stock split, if necessary. The Company will continue to monitor the bid price for its common stock and consider various options available to it if its common stock does not trade at a level that is likely to regain compliance. As previously announced, the Company is pursuing a comprehensive Recapitalization that is intended to reduce approximately $22 million of senior debt, preferred stock and related accumulated dividends. About Broadway Financial Los Angeles, Calif.-based Broadway Financial Corporation was incorporated under Delaware law in 1995 for the purpose of acquiring and holding all of the outstanding capital stock of Broadway Federal Savings and Loan Association as part of the Bank's conversion from a federally chartered mutual savings association to a federally chartered stock savings bank. In connection with the conversion, the Bank's name was changed to Broadway Federal Bank, f.s.b. The conversion was completed, and the Bank became a wholly owned subsidiary of the Company, in January 1996. The Company is currently regulated by the Board of Governors of the Federal Reserve System. The Bank is currently regulated by the Office of the Comptroller of the Currency and the Federal Deposit Insurance Corporation. The Company has a tax sharing liability to the Bank which exceeds operating cash at the Company level. The Company used its cash available at the holding company level to pay a substantial portion of this liability pursuant to the terms of the Tax Allocation Agreement between the Bank and the Company on March 30, 2012, and does not have cash available to pay its operating expenses. Additionally, the Company is in default under the terms of a $5 million line of credit with another financial institution lender. Crowe Horwath LLP, in Costa Mesa, California, expressed substantial doubt about the Company's ability to continue as a going concern following the annual results for the year ended Dec. 31, 2011. The Company's balance sheet at Sept. 30, 2012, showed $384.28 million in total assets, $365.24 million in total liabilities and $19.04 million in total shareholders' equity. Bankruptcy Warning "There can be no assurance our recapitalization plan will be achieved on the currently contemplated terms, or at all. If we are unable to raise capital, we plan to continue to shrink assets and implement other strategies to increase earnings. Failure to maintain capital sufficient to meet the higher capital requirements could result in further regulatory action, which could include the appointment of a conservator or receiver for the Bank. The Company or its creditors could also initiate bankruptcy proceedings," accoring to the Company's quarterly report for the quarter ended Sept. 30, 2012. BWAY PARENT: Moody's Affirms 'B2' CFR/PDR; Outlook Negative ----------------------------------------------------------- Moody's Investors Service affirmed the B2 corporate family rating and probability of default rating of BWAY Parent Company Inc. The affirmation follows the company's announcement that it intends to issue an adidtional $261 million of Term Loan B due due 2017 to help finance the acquisition of Ropak Packaging. Moody's also downgraded the existing $470 million term loan B due 2017 to B1 from Ba3 and assigned a B1 rating to the add-on $261 million term loan B due due 2017. Moody's also affirmed the SGL -2 speculative grade liquidity rating. The ratings outlook remains negative. On November 30, 2012, BWAY Corporation entered into a stock purchase agreement with LINPAC Finance Limited and LINPAC Group Limited providing for the acquisition of certain subsidiaries of LINPAC that comprise its Ropak Packaging division. The purchase price is approximately $265 million, subject to customary adjustments for working capital, cash, indebtedness (including certain intercompany amounts outstanding between Ropak and LINPAC) and transaction expenses. Financing for the transaction will consist of $20 million in proceeds from the ABL Revolver (expected to be upsized to $200 million from $150 million-not rated by Moody's) and the $261 million add-on to the existing Senior Secured Term Loan B (fungible with existing $470 million tranche). Ropak's revenue for the 12 months ended September 30, 2012 was approximately $300 million. Moody's took the following rating actions for BWAY Parent Company Inc: Affirmed B2 corporate family rating Affirmed B2 probability of default rating Affirmed SGL-2 speculative grade liquidity rating Affirmed $335M 9.5% Sr. Unsecured P.I.K. Toggle Notes due 11/01/2017, Caa1 (LGD 6-90% from LGD 5-87%) Moody's took the following rating actions for BWAY Holding Company, Inc. Affirmed $205M 10.0% Gtd. Sr. Unsecured Global Notes due 6/15/2018, B3 (LGD 5 -- 73% from LGD 4-63%) Downgraded $470M Gtd. Sr. Sec. Term Loan B due 8/06/2017 B1 (LGD 3 -- 35%) from Ba3 (LGD 2-28%) Assigned $261M Gtd. Sr. Sec. Term Loan B Add-On due 8/06/2017 B1 (LGD 3 -- 35%) The ratings are subject to the receipt and review of the final documentation. The ratings are also sensitive to any further changes in the capital structure and the exercise of the PIK feature on the BWAY Parent Company Inc senior unsecured PIK toggle notes due 11/01/2017. Ratings Rationale BWAY's B2 corporate family rating reflects the high concentration of sales, cyclical nature of the primary end market and the comapny's financial aggressiveness. The rating also reflects the risks inherent in the company's acquisition strategy. The company derives approximately half of its revenues from housing and construction related products end markets (including paint and other building products) and 14% from one customer. Additionally, the top ten customers account for approximately 37% of revenue. While most of the targets for the company's acquisitiveness are smaller, the potential for a larger debt-financed acquisition exists and integration risk remains. The company has long-term contracts with customers that contain cost pass-through provisions, but other costs are excluded and there is the potential for significant lags. Ropak generates approximately 32% of its revenue from its top 10 customers and has a similar contract structure as BWAY's plastic segment. Additionally, approximately 25% of Ropak's resin pounds shipped do not have any contractual cost pass-throughs and are subject to market pricing and competitive forces. The Ropak acquisition increases BWAY's exposure to the more competitive and fragmented plastic segment to approximately 50% of pro-forma sales. The ratings are supported by the company's adavantages in the housing and construction related products end markets including dominant share in the US, the limited number of alternate suppliers with scale and breadth of product line , and barriers to entry. BWAY also benefits from strong liquidity and long-standing customer relationships. The ratings are also supported by anticipated benefits from the integration of and synergies from recent acquisitions and ongoing cost-cutting. The company has pledged to direct all free cash flow to debt reduction. Management has advised that there is less than a 3% customer overlap between Ropak and BWAY. Pro-forma for the acquisition, BWAY's plastic segment will generate approximately 35% of sales from food and consumer products end markets and 48% from industrial end markets versus 16% and 68% respectively pre-acquisition. The rating outlook is negative. The negative outlook reflects the reliance on productivity initiatives and synergies to improve weak pro-forma credit metrics, recent weakness in BWAY's unit volumes and increased exposure to the more competitive and fragmented plastic segment. The rating could be upgraded if BWAY sustainably improves credit metrics and maintains strong liquidity within the context of a stable operating and competitive environment. The company would also need to adopt a less aggressive financial policies. Specifically, the ratings could be upgraded, if debt to EBITDA declines below 5.5 times, free cash flow to debt increase to above 5.5%, the EBITA margin remains above 8.2%, and EBITA to gross interest improves to 1.6 times or better on a sustained basis. The rating could be downgraded if the company fails to improve credit statistics or there is a deterioration in liquidity or the operating and competitive environment. Continued aggressive financial policies could also pressure the rating. Specifically, the rating could be downgraded if the company fails to improve total debt to EBITDA to below 6.0 times, free cash flow to debt (adjusted for the PIK interest) remains below the mid-single digits, the EBITA margin declines below 7.2%, and EBITA to gross interest remains below 1.3 times. The principal methodology used in rating BWAY was the Global Packaging Manufacturers: Metal, Glass, and Plastic Containers Industry Methodology published in June 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. CALCEUS ACQUISITION: Moody's Assigns 'B2' CFR; Outlook Stable ------------------------------------------------------------- Moody's Investors Service assigned a B2 Corporate Family Rating to Calceus Acquisition, Inc., the entity that will acquire Cole Haan LLC as well as a B2 rating to the company's proposed $270 million senior secured term loan due 2020. The rating outlook is stable. Proceeds from the term loan, as well as drawings under the company's (unrated) $100 million asset based revolver and equity from funds affiliated with Apax Partners LLP will be used to fund the purchase of Cole Haan from NIKE Inc. in a transaction that values Cole Haan at approximately $570 million. The following ratings were assigned: Calceus Acquisition, Inc.: Corporate Family Rating at B2 Probability of Default Rating at B2 $270 million senior secured term loan due 2020 at B2 (LGD4, 57%) Ratings Rationale Cole Haan's B2 Corporate Family Rating reflects the company's moderate scale in the footwear and accessories industry, with LTM revenues around $561 million, and reliance on a single premium brand. The rating also reflects the company's high initial leverage with debt/EBITDA expected to be near six times as of the most recent LTM period. Moody's expects the company will deleverage, primarily through operating margin expansion as the company achieves cost savings from initiatives under its new owners. The rating also considers Cole Haan's unique position as a dual-gender premium footwear brand, which markets a wide range of styles. The company also benefits from broad distribution with meaningful sales to luxury retailers and higher end department stores (such as Saks, Nordstrom and Macy's), its own retail stores (including full price and outlet) and a meaningful level of sales outside the US. The rating also reflects our expectations the company will maintain a good liquidity profile, with access to a $100 million asset based revolver that is expected to be primarily utilized for seasonal working capital needs. The B2 rating assigned to the senior secured term loan reflects its second lien on the company's accounts receivable and inventory (the company's $100 million asset based revolver will have a first lien on accounts receivable and inventory) and first lien on substantially all other assets of the company. The rating outlook is stable. Moody's expects Cole Haan will successfully manage the transition from its current status as a subsidiary of Nike to a stand-alone company. At the same time Moody's expects Cole Haan will be able to substantially achieve its cost savings goals while maintaining stable to modestly growing revenues and high gross margins. In view of the execution risks associated with its migration to a stand-alone company and high leverage, ratings are unlikely to be upgraded in the near term. Over time ratings could be upgraded if the company achieves meaningful operating margin expansion indicating a successful transition to a stand- alone company, while also maintaining positive revenue growth. Further diversification by product category (e.g. -- expanding sales of accessories and handbags) and distribution (e.g. -- continued international expansion) would also be a positive. Quantitatively, ratings could be upgraded if debt/EBITDA was sustained below 5 times while maintaining a good overall liquidity profile. Ratings could be lowered if the company experienced execution issues in the transition to a stand-alone company. This would be evidenced if the company was unable to achieve improvement in operating margins within 12-18 months following the acquisition. Ratings could be lowered if recent positive trends in revenues were to reverse or if the company's good liquidity profile were to erode. Quantitatively ratings could be lowered if Moody's expected leverage to remain above 6 times for an extended period. The principal methodology used in rating Calceus Acquisition, Inc. was the Global Retail Industry Methodology published in June 2011. Other methodologies used include Loss Given Default for Speculative-Grade Non-Financial Companies in the U.S., Canada and EMEA published in June 2009. Headquartered in New York, NY, Cole Haan is a designer and retailer of men's and women's footwear, handbags, and accessories. LTM November 2012 revenues were approximately $561 million. CASH STORE: S&P Lowers Issuer Credit Rating to 'B-', Outlook Neg. ----------------------------------------------------------------- Standard & Poor's Ratings Services said it lowered its long-term issuer credit rating on Edmonton, Alberta-based The Cash Store Financial Services Inc. (CSF) to 'B-' from 'B'. S&P also lowered its ratings on CSF's senior secured notes to 'B-' from 'B'. The '4' recovery rating on the senior secured notes, indicating average (30%-50%) recovery of principal if a default occurs, is unchanged. The outlook on the ratings is negative. "The downgrade is based on the company's weaker-than-expected earnings, slower-than-expected growth, and recent governance and accounting issues related to the consumer loan portfolio that the company purchased from third parties during January 2012," said Standard & Poor's credit analyst Igor Koyfman. Over the past year, CSF has been undergoing a number of transformations stemming from its business model shift from being a broker for payday loans to funding loans on balance sheet. During January 2012, the company raised debt and purchased third-party outstanding receivables that it previously brokered. By shifting its business model, management intends to capture payments that previously went to third-party lenders. Earnings, however, have been lower than S&P anticipated. "In our view, based on CSF's growth strategy and expense rationalization measures, the company may have difficulty improving earnings in line with our original expectations," said Mr. Koyfman. "Furthermore, we expected the company to increase its presence in the Canadian and U.K. markets in 2012. Growth, however, was relatively flat during the year, and the company closed 63 branches in Canada, primarily during the third and fourth fiscal quarters." "Although CSF retained some of its customers and realized its goal of reducing operating expenses, we do not expect earnings to reach the level that we previously projected. We also believe that provincial regulatory frameworks put in place over the last three years have had a more restrictive effect on earnings than we previously expected," S&P added. Regulations involve pricing caps, minimum and maximum loan sizes, minimum and maximum loan terms, and rollover (extending a loan term for a fee) restrictions. CSF's operating margin during fiscal 2012 was $25.9 million, a 32% decline from fiscal 2011. "Our negative outlook is based on uncertainty about CSF's governance and accounting related to the acquisition of loan receivables in January 2012. We could lower the rating if earnings decline because of expenses related to the review of the receivables acquisition transaction or if debt protection metrics deteriorate as a result of a combination of increased regulation and competition. We could revise the outlook to stable if governance and accounting issues abate while earnings, leverage, and interest coverage stabilize," S&P noted. CATALYST PAPER: Receives Final TSX Listing Approval --------------------------------------------------- Catalyst Paper Corporation recevied final approval for listing on the Toronto Stock Exchange (TSX) of its new class of common shares created pursuant to its reorganization under the Companies' Creditors Arrangement Act that completed on Sept. 13, 2012. The new Shares will begin trading on the TSX on Jan. 7, 2013 under the trading symbol "CYT". Catalyst also announced that it has initiated a Small Shareholder Selling Program (SSSP). The program gives shareholders of record as of Jan. 3, 2013, holding 99 or fewer new Shares the opportunity to sell all of these Shares without incurring commission charges thereby minimizing their cost and inconvenience. While the SSSP does not include a mechanism to buy new Shares, the TSX listing will provide that opportunity for those who wish to purchase additional new Shares. The SSSP will begin on Jan. 7, 2013, and will expire on Feb. 28, 2013, unless extended. Shareholders wishing to participate in the SSSP must sell all of their new Shares. Catalyst will arrange for orders received pursuant to the program to be sent to a participating organization of the TSX (the Broker) for execution after clearance of those orders for trading. Orders received and cleared for execution will be placed with the Broker no later than 12:00 p.m. on the next business day for execution by the TSX. Orders may be aggregated, but not netted, by Catalyst or the Broker. The price received by shareholders for their new Shares will be the average price received on all orders placed with the Broker for execution on a given day, regardless of when any individual orders are executed on that day. Catalyst and its Board of Directors are making no recommendation as to whether any shareholder should sell their new Shares pursuant to the SSSP or purchase any additional new Shares. The SSSP is entirely voluntary and shareholders are advised to contact their broker or other financial adviser as to the suitability of participating. As previously announced, all common shares of Catalyst that were outstanding prior to the reorganization on Sept. 13, 2012, and that were formerly traded under the symbol "CTL" were cancelled pursuant to the reorganization for no consideration and will not be listed on the TSX. Additional information concerning the SSSP can be obtained by contacting Catalyst's program manager - Canadian Stock Transfer Company Inc. by telephone at (416) 682-3860 or toll-free at 1-800- 387-0825, or through e-mail to inquiries@canstockta.com. 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. CENTRAL ASSEMBLY: Case Summary & 4 Unsecured Creditors ------------------------------------------------------ Debtor: Central Assembly Christian Life Center 12000 W. Fairview Avenue Boise, ID 83713 Bankruptcy Case No.: 13-00043 Chapter 11 Petition Date: January 10, 2013 Court: U.S. Bankruptcy Court District of Idaho (Boise) Judge: Jim D. Pappas Debtor's Counsel: Sarah B. Bratton, Esq. MARTELLE LAW OFFICES 873 E. State Street Eagle, ID 83616 Tel: (208) 938-8500 Fax: (208) 938-8503 E-mail: sarah@martellelaw.com Scheduled Assets: $4,062,083 Scheduled Liabilities: $1,487,767 A copy of the Company's list of its four top unsecured creditors filed with the petition is available for free at: http://bankrupt.com/misc/idb13-00043.pdf The petition was signed by Pastor Ted Buck, president. CENTRAL EUROPEAN: Appeals Nasdaq Determination to Delist Stock -------------------------------------------------------------- Central European Distribution Corporation requested a hearing to appeal the Nasdaq Listing Qualification Staff determination to initiate procedures to delist CEDC's securities from The Nasdaq Stock Market and to suspend trading of CEDC's common stock at the opening of business on Jan. 11, 2013. The determination was based on CEDC not having held its annual meeting of shareholders by Dec. 31, 2012. As a result of CEDC's request, Nasdaq has scheduled a hearing on March 21, 2013, and stayed the delisting action pending a final written decision by the Nasdaq Hearing Panel. About CEDC Mt. Laurel, New Jersey-based Central European Distribution Corporation is one of the world's largest vodka producers and Central and Eastern Europe's largest integrated spirit beverages business with its primary operations in Poland, Russia and Hungary. Ernst & Young Audit sp. z.o.o., in Warsaw, Poland, expressed substantial doubt about Central European's ability to continue as a going concern, following the Company's results for the fiscal year ended Dec. 31, 2011. The independent auditors noted that certain of the Company's credit and factoring facilities are coming due in 2012 and will need to be renewed to manage its working capital needs. The Company's balance sheet at Sept. 30, 2012, showed $1.98 billion in total assets, $1.73 billion in total liabilities, $29.44 million in temporary equity, and $210.78 million in total stockholders' equity. Liquidity The Company's Convertible Senior Notes are due on March 15, 2013. The Company has said its current cash on hand, estimated cash from operations and available credit facilities will not be sufficient to make the repayment of principal on the Convertible Notes and, unless the transaction with Russian Standard Corporation is completed the Company may default on them. The Company's cash flow forecasts include the assumption that certain credit and factoring facilities coming due in 2012 would be renewed to manage working capital needs. Moreover, the Company had a net loss and significant impairment charges in 2011 and current liabilities exceed current assets at June 30, 2012. These conditions, the Company said, raise substantial doubt about its ability to continue as a going concern. * * * As reported by the TCR on Aug. 10, 2012, Standard & Poor's Ratings Services kept on CreditWatch with negative implications its 'CCC+' long-term corporate credit rating on U.S.-based Central European Distribution Corp. (CEDC), the parent company of Poland-based vodka manufacturer CEDC International sp. z o.o. "The CreditWatch status reflects our view that uncertainties remain related to CEDC's ongoing accounting review and that CEDC's liquidity could further and substantially weaken if there was a breach of covenants which could lead to the acceleration of the payment of the 2016 notes, upon receipt of a written notice of 25% or more of the noteholders," S&P said. In the Oct. 9, 2012, edition of the TCR, Moody's Investors Service has downgraded the corporate family rating (CFR) and probability of default rating (PDR) of Central European Distribution Corporation (CEDC) to Caa2 from Caa1. "The downgrade reflects delays in CEDC securing adequate financing to repay its US$310 million of convertible notes due March 2013 which are increasing Moody's concerns that the definitive agreement for a strategic alliance between CEDC and Russian Standard Corporation (Russian Standard) might not conclude at the current terms," says Paolo Leschiutta, a Moody's Vice President - Senior Credit Officer and lead analyst for CEDC. CEREPLAST INC: Misses $665,000 Interest Payment to Wells Fargo -------------------------------------------------------------- Cereplast, Inc., received a Notice of Event of Default from Wells Fargo Bank, National Association, the Trustee under the Indenture dated as of May 24, 2011, by and among the Company and the Trustee, with respect to the Company's 7% Convertible Senior Subordinated Notes. The Notice was triggered by the failure of the Company to pay on Dec. 1, 2012, pursuant to the terms of the Forbearance Agreements dated as of May 31, 2012, entered into with the holders of the Notes, interest in the amount of $332,500 that was due on June 1, 2012, and interest in the amount of $332,500 due on Dec. 1, 2012. The Notes in the aggregate amount of $12,500,000 were originally issued pursuant to the Indenture on May 24, 2011. As of Jan. 9, 2013, an aggregate amount of $10,000,000 of the Notes remain outstanding. The Company is currently in negotiations with the holders of the Notes to reach an agreement to pay the outstanding interest payments. 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 September 30, 2012, and $14.0 million for the year ended December 31, 2011, and have an accumulated deficit of $73.2 million as of September 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 December 31, 2012 without additional sources of cash. In order to provide and preserve the necessary working capital to operate, we have successfully completed the following transactions in 2012: * Entered into an Exchange Agreement with Magna Group LLC pursuant to which we agreed to issue to Magna convertible notes, in the aggregate principal amount of up to $4.6 million, in exchange for repayment of our Term Loan with Compass Horizon Funding Company, LLC. * Obtained a Forbearance Agreement on our semi-annual coupon payment due on June 1, 2012 with certain holders of our Senior Subordinated Notes to defer payment until December 1, 2012. * Reduced future interest payments through executing an Exchange Agreement for $2.5 million with certain holders of our Senior Subordinated Notes for conversion of their Notes and accrued interest into shares at an exchange rate of one share of our common stock for each $1.00 amount of the Note and accrued interest. * Issued 6,375,000 shares of our common stock to an institutional investor in settlement of approximately $1.3 million of our outstanding accounts payable balances. * Completed a Registered Direct offering to issue 1,000,000 shares of common stock at $0.50 per share for gross proceeds of $0.5 million. * Obtained unsecured short-term convertible debt financing of $0.6 million with additional availability of approximately $0.6 million at the lender's sole discretion. * Returned unused raw materials to our suppliers in exchange for refunds net of restocking charges of approximately $0.3 million. 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 Sept. 30, 2012. CHINA BAK: Incurs $65.8-Mil. Net Loss in Fiscal 2012 ---------------------------------------------------- China BAK Battery, Inc., filed on Dec. 31, 2012, its annual report on Form 10-K for the fiscal year ended Sept. 30, 2012. PKF, in Hong Kong, China, expressed substantial doubt about China BAK'a ability to continue as a going concern. The independent auditors noted that the Company has a working capital deficiency and accumulated deficit from net losses incurred for the year ended Sept. 30, 2012, and prior periods. The Company reported a net loss of $65.8 million on $205.7 million of net revenues in fiscal 2012, compared with a net loss of $24.5 million on $219.0 million of revenues in fiscal 2011. The Company's balance sheet at Sept. 30, 2012, showed $442.9 million in total assets, $371.1 million in total liabilities, and stockholders' equity of $71.8 million. A copy of the Form 10-K is available at http://is.gd/DPI3QA Shenzhen, PRC-based China BAK Battery, Inc., is global manufacturer of lithium-based battery cells. CHINA ORGANIC: Incurs $2.5-Mil. Net Loss in Fiscal 2011 ------------------------------------------------------- China Organic Fertilizer, Inc., filed on Dec. 28, 2012, its annual report on Form 10-K for the fiscal year ended March 31, 2011. Paritz & Company, P.A., in Hackensack, New Jersey, expressed substantial doubt about China Organic's ability to continue as a going concern. The independent auditors noted that the Company had a working capital deficit of $1.5 million, an accumulated deficit of $4.8 million and a stockholders' deficiency of $668,361. The Company reported a net loss of $2.5 million on $954,143 of revenue in fiscal year 2011, compared with a net loss of $700,199 on $36,413 of revenue in fiscal year 2010. Operating expenses in fiscal 2011 included a $1,593,098 charge for impairment of assets. "We incurred this charge because early in the fiscal year, the government informed us that it intended to dedicate the land on which our Daqing facility is located to a public use. This situation rendered the equipment that we had installed at Daqing and various related assets located there useless to us. As of the end of the fiscal year, we remained in negotiations with the government regarding the amount that the government may pay to compensate us for the loss of our factory, but we have no basis for estimating the compensation nor any assurance that it will be paid. If the government does agree to compensate us for the loss, the gain will be recorded in the fiscal period when we receive the commitment." The Company's balance sheet at March 31, 2011, showed $1.1 million in total assets, $1.8 million in total current liabilities, and a stockholders' deficit of $668,361. A copy of the Form 10-K is available at http://is.gd/80Eyco Headquartered in Beijing, PRC, China Organic Fertilizer, Inc., is a holding company that carries on the business of manufacturing and distributing organic fertilizer through wholly-owned subsidiaries located in the People's Republic of China. Indirectly, through a Delaware corporate subsidiary, it owns 100% of the registered capital stock of Beijing Shennongxing Technology Co., Ltd. CPI CORP: Forbearance with Bank of America Expires Jan. 18 ---------------------------------------------------------- CPI Corp. entered into a Forbearance Agreement dated as of Dec. 28, 2012, with Bank of America, N.A., as Administrative Agent for the various financial institution parties identified as lenders in the Credit Agreement dated as of Aug. 30, 2010, as amended several times. Pursuant to the Loan Agreement, as of Dec. 20, 2012, the Company owes amounts totaling $96.3 million, which consists of unpaid principal of $76.2 million, accrued and unpaid interest of $138,000, accrued and unpaid PIK Obligations of $6.0 million, letter of credit fees of $169,000 and Letters of Credit totaling $13.8 million. Several events of default existed under the Credit Agreement, as amended, as of the date of the Second Forbearance Agreement including certain reporting covenants, lease abandonments and the following: (i) the Company's failure to reduce its outstanding borrowings to a level at or below revolving commitment limits on and after Dec. 1, 2012, and Dec. 10, 2012; (ii) the Company's failure to satisfy the Minimum Period Cumulative EBITDAR for the period Oct. 14, 2012, to Nov. 10, 2012; (iii) the Company's failure to satisfy the Minimum Weekly Cumulative Gross Sales Revenue for the periods Dec. 2, 2012, to Dec. 8, 2012, December 9 to Dec. 15, 2012, and Dec. 16, 2012, to Dec. 22, 2012; and (iv) the Company's failure to pay amounts exceeding the Minimum Weekly Cash balance for each week in the periods ended Nov. 10, 2012, through Dec. 22, 2012. As a result of the defaults, the Agent has the right to exercise its rights and remedies under the Credit Agreement, as amended. Those remedies include, but are not limited to, the right to enforce its security interest in the Company's collateral and to pursue collection from the Company and other guarantors. Under the Second Forbearance Agreement, the Agent, on behalf of itself and for the benefit of each Lender, agrees to forebear from exercising its rights and remedies under the Credit Agreement through Jan. 18, 2013. The Lenders will continue to make revolving loans available to the Company in amounts and for purposes that are satisfactory to the Agent in its sole and absolute discretion; provided, however, in no event will the revolving outstandings ever exceed $90 million. The Second Forbearance Agreement did not amend nor increase the amount of the revolving commitment, nor did it cure or waive the existing defaults. Upon termination of the forbearance period for any reason, the Agent is able to exercise all rights and remedies granted to it under the Credit Agreement, as amended. The Second Forbearance Agreement also amended the Credit Agreement as follows: * the termination date of the Credit Agreement has been changed from Dec. 31, 2012, to the earlier of Jan. 18, 2013, or the termination date of the Second Forbearance Agreement; * eliminates the Company's ability to request or obtain any letters of credit under the Loan Agreement; * requires the Company to reduce the outstanding loan balance by amounts on deposit at U.S. banks that exceed $500,000. Those repayments would only be temporary repayments within the $90 million credit facility; * the Minimum Weekly Cash Balance requirement was terminated; * pledged assets now include 100% of the total outstanding equity interests of any foreign subsidiary. In connection with the Forbearance Agreement, a Joinder Agreement was executed by CPI Corp., a Nova Scotia corporation, CPI Portrait Studios of Canada Corp., a Nova Scotia corporation, CPI Canadian Images, an Ontario partnership, all subsidiaries of the Company. Under the Joinder Agreement, the Canadian Guarantors each assumed the obligations of and became a grantor under the Guaranty/Collateral Agreement. A copy of the Forbearance Agreement is available at: http://is.gd/ZWfhBz About CPI Corp. Headquartered in St. Louis, Missouri, CPI Corp. provides portrait photography services at more than 2,500 locations in the United States, Canada, Mexico and Puerto Rico and provides on location wedding photography and videography services through an extensive network of contract photographers and videographers. The Company reported a net loss of $39.9 million on $123.2 million of net sales for the 24 weeks ended July 21, 2012, compared with a net loss of $5.6 million on $159.5 million of net sales for the 24 weeks ended July 23, 2011. The Company's balance sheet at July 21, 2012, showed $61 million in total assets, $159.6 million in total liabilities, and a stockholders' deficit of $98.6 million. CROATAN SURF: Wants Chapter 11 Case Dismissed --------------------------------------------- Croatan Surf Club LLC has sought dismissal of its chapter 11 case. The Debtor has submitted a proposed Plan of Reorganization pending a scheduled confirmation hearing. During the course of the proceedings, the Debtor and its creditors have negotiated a resolution to their differences and that many issues that have arisen during the court of this proceeding, including issues raised in State Court proceedings in Montgomery County, Pennsylvania and Dare County, North Carolina. The Debtor has discussed the dismissal with all the primary creditors and said there is universal support for the dismissal. The Debtor said the Court should dismiss the case on conditions that the Debtor use funds in the Debtor's DIP account to pay the quarterly fees arising pursuant to 28 U.S.C. Sec. 1930 for the quarters ending Sept. 30, 2012 and Dec. 31, 2012. A hearing to dismiss the case was set for Dec. 19, 2012. No ruling has been issued, according to the case docket. About Croatan Surf Club Croatan Surf Club, LLC owns a 36-unit condominium complex in Kill Devil Hills, North Carolina. It filed for Chapter 11 bankruptcy protection (Bankr. E.D.N.C. Case No. 11-00194) on Jan. 10, 2011. Walter L. Hinson, Esq., at Hinson & Rhyne, P.A., in Wilson, N.C., serve as counsel to the Debtor. Kevin J. Silverang, Esq., and Philip S. Rosenzweig, Esq., at Silverang & Donohoe, LLC, in St. Davids, Pa., serve as co-counsel to the Debtor. No creditors committee has been formed in the case. In its schedules, the Debtor disclosed $26,151,718 in assets and $19,350,000 in liabilities. CROWN MEDIA: CFO Gets Employment Extension to 2014, Salary Hike --------------------------------------------------------------- Crown Media Holdings, Inc., amended its employment agreement with Andrew Rooke, the Company's executive vice president and chief financial officer. Under the amendment, the term of Mr. Rooke's employment has been extended through Dec. 31, 2014. Additionally, (a) effective March 1, 2013, Mr. Rooke's annual base salary will be increased to $465,000 and (b) commencing with calendar year 2013, Mr. Rooke's performance bonus target will increase to 50% of his annual base salary earned and long term incentive award target will increase to 50% of his annual base salary. A copy of the Amended Agreement is available for free at: http://is.gd/yUDzGU About Crown Media Studio City, Calif.-based Crown Media Holdings, Inc. (NASDAQ: CRWN) -- http://www.hallmarkchannel.com/-- owns and operates cable television channels dedicated to high quality, broad appeal, entertainment programming. The Company currently operates and distributes Hallmark Channel in both high definition (HD) and standard definition (SD) to 90 million subscribers in the U.S. Crown Media also operates a second 24-hour linear channel, Hallmark Movie Channel, available in both HD and SD, which focuses on family-friendly movies with a mix of classic theatrical films, presentations from the acclaimed Hallmark Hall of Fame library, original Hallmark Channel movies and special events. The Company's balance sheet at Sept. 30, 2012, showed $930.57 million in total assets, $667.83 million in total liabilities and $262.74 million in total stockholders' equity. Bankruptcy Warning According to the Form 10-K for the year ended Dec. 31, 2011, the Company's senior secured credit facilities and the indenture governing the Notes contain a number of covenants that impose significant operating and financial restrictions on the Company, including restrictions on its ability to, among other things, incur additional debt or issue certain preferred shares, pay dividends on or make distributions in respect of the Company's capital stock or make other restricted payments, and make certain payments on debt that is subordinated or secured on a junior basis. Any of these restrictions could limit the Company's ability to plan for or react to market conditions and could otherwise restrict corporate activities. Any failure to comply with these covenants could result in a default under the Company's senior secured credit facilities and the indenture governing the Notes. Upon a default, unless waived, the lenders under the Company's senior secured credit facilities could elect to terminate their commitments, cease making further loans, foreclose on the Company's assets pledged to those lenders to secure its obligations under the senior secured credit facilities and force the Company into bankruptcy or liquidation. * * * As reported by the TCR on May 28, 2012, Standard & Poor's Ratings Services raised its corporate credit rating on Studio City, Calif.-based cable network company Crown Media Holdings Inc. to 'B+' from 'B'. "The upgrade reflects Crown Media's recent operating performance, which achieved higher EBITDA and lower leverage than our expectations," said Standard & Poor's credit analyst Deborah Kinzer. Crown Media carries a B2 Corporate Family Rating from Moody's Investors Service. Crown Media's B2 CFR reflects the company's small size and niche market position among cable network operators, concentration in two Hallmark-branded channels, reliance on licensed third party content for a majority of its programming, and high leverage. CUSTER ROAD: Court Approves Dismissal of Chapter 11 Case -------------------------------------------------------- At the behest of Custer Road Marketplace, Ltd., the U.S. Bankruptcy Court dismissed the Debtor's bankruptcy case. CRM filed a Second Amended Plan of Reorganization. Legacy Texas Bank objected and, instead, filed a Motion for Relief from Automatic Stay. CRM opposed the Motion. CRM and Legacy have reached an agreement resolving their disputes. The agreement requires dismissal of the bankruptcy case. Under the agreement, the claim of Ron Wideman would be paid by CRM on or before Dec. 15, 2012; and the claims of the City of Frisco, Collin County, and Frisco ISD would be paid in full. The agreement provides for the payment of the claims of Tax Ease Funding, L.P. Counsel for Wideman and Tax Ease have consented to or did not object to the dismissal of the bankruptcy case. CRM has paid all amounts owed to the United States Trustee. CRM is prohibit from and enjoined from filing any petition for relief under any chapter of the Bankruptcy Code in any and all jurisdictions on any date before Jan. 1, 2015. About Custer Road Custer Road Marketplace, Ltd. owns 53 acres of real property known as Custer Road Marketplace in Collin County, Texas. Ross Helbing has appraised the property at $22,700,000. The slowdown in the U.S. economy resulted in the inability of CRM to develop and sell the property as initially anticipated and prevented the Debtor from paying or re-financing a secured loan. Custer Road Marketplace filed for Chapter 11 bankruptcy (Bankr. E.D. Tex. Case No. 12-40312) on Feb. 7, 2012, estimating $10 million to $50 million in assets and debts. Richard W. Ward, Esq., serves as the Debtor's bankruptcy counsel. Judge Brenda T. Rhoades presides over the case. In its schedules, the Debtor disclosed $23,183,800 in total assets and $19,257,403 in total liabilities. DALLAS ROADSTER: Texas Capital Granted Stay Relief on Pending Suit ------------------------------------------------------------------ The Hon. Brenda T. Rhoades of the U.S. Bankruptcy Court for the Eastern District of Texas granted Texas Capital Bank, N.A., relief from automatic stay regarding the pending lawsuit against Dallas Roadster, Limited and IEDA Enterprise, Inc. As reported in the Troubled Company Reporter on Nov. 29, 2012, on May 10, 2008, and IEDA Enterprise, as well as individuals Bahman Khobahy and Bahman Hafezamini executed an Unlimited Guaranty pursuant to which they absolutely and unconditionally guaranteed the obligations of Dallas Roadster owing to TCB. Just prior to the petition date, on Nov. 16, 2011, TCB filed an application for appointment of a receiver in the 192nd Judicial District Court of Dallas County, Texas, under Cause No. 11-14521, and styled Texas Capital Bank, N.A. v. Dallas Roadster, Ltd., IEDA Enterprise, Inc., Bahman Khobahy and Bahman Hafezamini, as Defendants, seeking collection of all amounts due under a Real Estate Note, Vehicle Note Loan Agreement and Guaranty Agreements. TCB further sought the appointment of a Receiver. TCB desired to pursue its claims against Khobahy and Hafezamini under their Guaranty Agreements, which action is not stayed by the automatic stay. TCB seeks relief from the automatic stay to either (i) allow the non-suit of its claims against Dallas Roadster and IEDA in the State Court Lawsuit to then pursue its claims against Khobahy and Hafezamini, as guarantors, or (ii) the removal of the State Court Lawsuit. TCB says the bankruptcy filing by Dallas Roadster and IEDA does not stay any action against Khobahy and Hafezamini, as non-debtor guarantors. TCB, however, does not want to create any question or issue in making any filing in the State Court Lawsuit while Dallas Roadster and IEDA remain as parties prior to relief from the automatic stay. About Dallas Roadster and IEDA Enterprises Dallas Roadster Ltd. owns and operates an auto dealership with locations in both Richardson and Plano, Texas. IEDA Enterprises, Inc., is the general partner of Roadster. Dallas Roadster and IEDA Enterprises filed for Chapter 11 bankruptcy (Bankr. E.D. Tex. Case Nos. 11-43725 and 11-43726) on Dec. 12, 2011. Chief Judge Brenda T. Rhoades oversees both cases. J. Bennett White, P.C., replaced DeMarco Mitchell, PLLC, as the Debtors' bankruptcy counsel. Dallas Roadster disclosed $9,407,469 in assets and $4,554,517 in liabilities as of the Chapter 11 filing. The Debtors' assets were placed under the care of a receiver on Nov. 16, 2011, pursuant to a state court action by Texas Capital Bank, National Association. No trustee has been appointed in the Chapter 11 cases. DELTATHREE INC: To Issue 10-Mil. Shares Under Incentive Plan ------------------------------------------------------------ deltathree, Inc., filed a Form S-8 with the U.S. Securities and Exchange Commission registering 10 million shares of common stock at a proposed maximum aggregate offering price of $201,200. The Shares are issuable under the Company's Amended and Restated 2009 Stock Incentive Plan. A copy of the prospectus is available for free at http://is.gd/Lw6qO0 About deltathree Based in New York, deltathree, Inc. (OTC QB: DDDC) -- http://www.deltathree.com/-- is a global provider of video and voice over Internet Protocol (VoIP) telephony services, products, hosted solutions and infrastructures for service providers, resellers and direct consumers. After auditing the 2011 results, Brightman Almagor Zohar & Co., noted that Company's recurring losses from operations and deficiency in stockholders' equity raise substantial doubt about its ability to continue as a going concern. The Company reported a net loss of $3.05 million in 2011, a net loss of $2.49 million in 2010, and a net loss of $3.19 million in 2009. The Company's balance sheet at Sept. 30, 2012, showed $1.81 million in total assets, $7.41 million in total liabilities and a $5.60 million total stockholders' deficiency. Bankruptcy Warning "In view of the Company's current cash resources, nondiscretionary expenses, debt and near term debt service obligations, the Company may begin to explore all strategic alternatives available to it, including, but not limited to, a sale or merger of the Company, a sale of its assets, recapitalization, partnership, debt or equity financing, voluntary deregistration of its securities, financial reorganization, liquidation and/or ceasing operations," the Company said in its quarterly report for the period ended June 30, 2012. "In the event that the Company requires but is unable to secure additional funding, the Company may determine that it is in its best interests to voluntarily seek relief under Chapter 11 of the U.S. Bankruptcy Code." DEWEY & LEBOEUF: Wants Jan 18 Initial Admin. Claims Bar Date ------------------------------------------------------------ Dewey & LeBoeuf LLP filed a motion asking the U.S. Bankruptcy Court for the Southern District of New York to establish: (a) Jan. 18, 2013, at 5:00 p.m. as the initial administrative claims bar date by which holders of initial administrative expenses (referring to administrative expenses that arose on or after the Petition Date through Dec. 31, 2012) must file an administrative expense claim or similar statement; and (b) a supplemental administrative claims bar date that is 30 calendar days after the date of the notice of the plan effective date at 5:00 p.m., by which holders of administrative expenses that arise on or after Jan. 1, 2013, through the effective date of the plan must file an administrative expense claim or similar statement. On Nov. 21, 2012, the Debtor filed a Chapter 11 plan of liquidation and disclosure statement, and thus it now seeks to establish the administrative claims bar dates. About Dewey & LeBoeuf Dewey & LeBoeuf LLP sought Chapter 11 bankruptcy (Bankr. S.D.N.Y. Case No. 12-12321) to complete the wind-down of its operations. The firm had struggled with high debt and partner defections. Dewey disclosed debt of $245 million and assets of $193 million in its chapter 11 filing late evening on May 29, 2012. Dewey & LeBoeuf LLP operated as a prestigious, New York City- based, law firm that traced its roots to the 2007 merger of Dewey Ballantine LLP -- originally founded in 1909 as Root, Clark & Bird -- and LeBoeuf, Lamb, Green & MacCrae LLP -- originally founded in 1929. In recent years, more than 1,400 lawyers worked at the firm in numerous domestic and foreign offices. At its peak, Dewey employed about 2,000 people with 1,300 lawyers in 25 offices across the globe. When it filed for bankruptcy, only 150 employees were left to complete the wind-down of the business. Dewey's offices in Hong Kong and Beijing are being wound down. The partners of the separate partnership in England are in process of winding down the business in London and Paris, and administration proceedings in England were commenced May 28. All lawyers in the Madrid and Brussels offices have departed. Nearly all of the lawyers and staff of the Frankfurt office have departed, and the remaining personnel are preparing for the closure. The firm's office in Sao Paulo, Brazil, is being prepared for closure and the liquidation of the firm's local affiliate. The partners of the firm in the Johannesburg office, South Africa, are planning to wind down the practice. The firm's ownership interest in its practice in Warsaw, Poland, was sold to the firm of Greenberg Traurig PA on May 11 for $6 million. The Pension benefit Guaranty Corp. took $2 million of the proceeds as part of a settlement. Judge Martin Glenn oversees the case. Albert Togut, Esq., at Togut, Segal & Segal LLP, represents the Debtor. Epiq Bankruptcy Solutions LLC serves as claims and notice agent. The petition was signed by Jonathan A. Mitchell, chief restructuring officer. JPMorgan Chase Bank, N.A., as Revolver Agent on behalf of the lenders under the Revolver Agreement, hired Kramer Levin Naftalis & Frankel LLP. JPMorgan, as Collateral Agent for the Revolver Lenders and the Noteholders, hired FTI Consulting and Gulf Atlantic Capital, as financial advisors. The Noteholders hired Bingham McCutchen LLP as counsel. The U.S. Trustee formed two committees -- one to represent unsecured creditors and the second to represent former Dewey partners. The creditors committee hired Brown Rudnick LLP led by Edward S. Weisfelner, Esq., as counsel. The Former Partners hired Tracy L. Klestadt, Esq., and Sean C. Southard, Esq., at Klestadt & Winters, LLP, as counsel. DIAL GLOBAL: Amends Second Quarter Form 10-Q -------------------------------------------- Dial Global, Inc., has amended its quarterly report on Form 10-Q for the period ended June 30, 2012, as originally filed with the Securities and Exchange Commission on Aug. 14, 2012, to furnish revised Exhibit 31.2 and 32.2, to correct the conflicting identification of the Company's chief financial officer as both Hiram M. Lazar and Jean B. Clifton through what was an inadvertent typo. Jean B. Clifton was then, and is, the Chief Financial Officer. Other than changing the conflicting identification, no other changes were made. The Amendment No. 2 does not reflect subsequent events occurring after the original filing date of the Form 10-Q or modify or update in any way disclosures made in the Form 10-Q. Copies of the exhibits are available for free at: http://is.gd/EwMJh1 http://is.gd/1empOD About Dial Global 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 Cut 13% of Workforce to Reduce Costs ----------------------------------------------------- Dialogic Inc. and its affiliates executed upon a restructuring plan and notified affected employees or commenced consultation processes with affected employees that collectively can lead to a workforce reduction of approximately 95 full-time positions, or approximately 13% of the Company and its affiliates' combined workforce. The notice periods for employees vary by country. Affected employees are eligible to receive severance payments totaling approximately $1.5 to $2.5 million, in exchange for a customary release of claims against the Company or its affiliates in those countries where the severance amounts exceed what is required under applicable law. The Company and its affiliates are undertaking this workforce reduction to reduce operating costs and so the Company can focus its resources on a restructured business model. The Company expects the majority of the reduction in its workforce to be completed by the end of the first quarter of 2013. The Company expects to record a pre-tax charge of $1.5 million to $2.5 million in the fourth quarter of 2012 related to the restructuring plan. The Company estimates that future cash expenditures in connection with these restructuring actions will amount to $2.3 million to $3.5 million, which is comprised of previously earned vacation as well as the aforementioned severance payments. The estimate of cash expenditures that the Company and its affiliates expect to incur and the pre-tax charge related thereto in connection with the workforce reduction is subject to a number of assumptions, and actual results may differ. The Company and its affiliates may also incur other charges not currently contemplated due to events that may occur as a result of, or associated with, the workforce reduction. 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 The Company has said in regulatory filings that, "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." DRINKS AMERICAS: Steven Dallas Quits as Interim CFO --------------------------------------------------- Steven Dallas resigned his positions as Interim Chief Financial Officer of Drinks Americas Holdings, Ltd. Mr. Dallas remains a member of the Company's board of directors. The resignation was not due to any disagreement with the Company on any matter relating to the Company's operations, policies or practices. About Drinks Americas Headquartered in Wilton, Conn., Drinks Americas Holdings, Ltd. -- http://www.drinksamericas.com/-- through its majority-owned subsidiaries, Drinks Americas, Inc., Drinks Global, LLC, D.T. Drinks, LLC, and Olifant U.S.A Inc., imports, distributes and markets unique premium wine and spirits and alcoholic beverages associated with icon entertainers, celebrities and destinations, to beverage wholesalers throughout the United States. The Company reported a net loss of $4.58 million on $497,453 of net sales for the year ended April 30, 2011, compared with a net loss of $5.61 million on $890,380 of net sales during the prior year. After auditing the fiscal 2011 financial statements, Bernstein & Pinchuk, in New York, expressed substantial doubt about the Company's ability to continue as a going concern. The independent auditors noted that the Company has incurred significant losses from operations since its inception and has a working capital deficiency. The Company's balance sheet at July 31, 2012, showed $6.24 million in total assets, $4.55 million in total liabilities and $1.68 million in total equity. DUNE ENERGY: Stephen Kovacs Resigns from Board ---------------------------------------------- Stephen P. Kovacs submitted his resignation from the Board of Directors of Dune Energy, Inc., on Jan. 8, 2013, to be immediately effective, and informed the Company that he did not wish to be considered for nomination to the Board of Directors of the Company at the next annual meeting of stockholders of the Company. Mr. Kovacs is not resigning because of any disagreement with the Company on any matter relating to the Company's operations, policies or practices. 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. DYNASIL CORP: Thomas Leonard Succeeds Richard Johnson as CFO, CAO ----------------------------------------------------------------- Dynasil Corporation of America appointed Thomas C. Leonard as the Company's Chief Financial Officer and Chief Accounting Officer. Mr. Leonard will succeed Richard A. Johnson, who is resigning effective February 4 to pursue other opportunities. Mr. Leonard, 58, brings to Dynasil more than 30 years of accounting, management and leadership experience. From 2008 to 2012, he served as the Chief Financial Officer for Pennichuck Corporation, a publicly traded water utility in Nashua, New Hampshire. He also spent 15 years in public accounting with Arthur Andersen LLP, where he became an Audit Partner and Audit Division Head. Mr. Leonard holds a B.S. in Accounting and Finance from the University of Wisconsin at Madison and is a Certified Public Accountant. "We are delighted that a financial executive with Tom's background and expertise will be leading the finance team at Dynasil," said Peter Sulick, Interim President and CEO and Chairman of the Board of Directors. "Tom offers the ideal combination of experience, results and talents to lead Dynasil into the future. On behalf of the board of directors and the entire staff at Dynasil, I also want to extend our thanks to Rich Johnson for his three years of service with Dynasil and wish him success in his future endeavors." Mr. Leonard will earn an annual base salary of $185,000 which is subject to periodic review and adjustment. Subject to Board approval, Mr. Leonard will be granted a time- vested restricted stock award of 100,000 shares of the Company's common stock. Mr. Leonard will also be eligible to participate in the Company's standard employee benefit programs at the corporate office location, including medical, dental, life and disability insurance and participation in a 401K plan. About Dynasil Watertown, Mass.-based Dynasil Corporation of America (NASDAQ: DYSL) -- http://www.dynasil.com/-- develops and manufactures detection and analysis technology, precision instruments and optical components for the homeland security, medical and industrial markets. As reported by the TCR on Jan. 2, 2013, Dynasil failed to comply with the financial covenants set forth in the terms of its outstanding indebtedness for its fiscal fourth quarter ended Sept. 30, 2012. Dynasil also filed a notification with the SEC regarding the delay in the filing of its annual report on Form 10-K for the period ended Sept. 30, 2012. EARTHBOUND HOLDING: Moody's Cuts CFR to 'B3'; Outlook Negative -------------------------------------------------------------- Moody's Investors Service downgraded the corporate family and probability of default ratings of Earthbound Holding III, LLC (Earthbound) to B3 from B2. At the same time, Moody's changed the outlook for the company to negative from stable. The downgrade was largely due to ongoing weakness in operating performance stemming from pricing pressures and rising costs, which has led to an increase in leverage and lower interest coverage. The downgrade also considered that covenant compliance under the company's credit facilities may be difficult to maintain as a result of very weak cushion on the leverage covenant as of September 30, 2012. The following ratings have been downgraded: Corporate family rating to B3 from B2; Probability of default rating to B3 from B2; $25 million senior secured revolving credit facility due 2015 to B2 (LGD3, 39%) from B1 (LGD3, 39%); and $240 million senior secured term loan facility due 2016 to B2 (LGD3, 39%) from B1 (LGD3, 39%). The rating outlook is negative Rating Rationale The B3 corporate family rating reflects Earthbound's high leverage, aggressive financial policies and small scale relative to its industry peers. The rating also considers the increasingly competitive environment within the organic food industry and the geographic concentration of the company's supply base (primarily in Arizona and California). Leverage has been increasing steadily during the last few quarters, with adjusted debt-to-EBITDA (before consideration of preferred stock) at roughly 5.8 times at September 30, 2012 (6.4 times with preferred). The business' longstanding exposure to external event risk from adverse weather, infestation, crop failure and product recalls, some customer concentration and the company's willingness to execute bolt-on acquisitions also weigh on the rating. The rating benefits from Earthbound's good, albeit declining margins, improving brand equity, and its leadership position in the growing yet niche organic packaged salad industry. The rating also derives support from the company's exclusive grower network and the relatively high barriers to entry created by the limited availability of USDA certified organic fields and processing facilities in North America. In addition, the rating assumes that dividends will be limited to cover owner tax distributions and acquisitions, if any, will continue to be relatively small in scale and earnings accretive. Moody's anticipates that organic packaged salads will continue to grow as a percentage of the packaged salad category, which should support modest top line growth over the next year. However, the negative outlook incorporates the expectation that margins will remain pressured by increased competition in the organic salad market and ongoing pricing pressure from retailers. The ratings could be downgraded if the company executes a debt financed acquisition and/or earnings were to deteriorate leading to leverage of over 7.0 times. In addition, if EBITA-to-interest were to be sustained below 1.0 times or if liquidity does not improve, the ratings could be downgraded. The outlook would be stabilized if the company demonstrates improvement in liquidity and exhibits margin stabilization. Longer term, if leverage is sustained below 5.5 times (Moody's adjusted with preferred) and EBITA-to-interest approaches 1.5 times, the ratings could be upgraded, if accompanied by a good liquidity profile. Earthbound Holding III, LLC (Earthbound) sells organic salads, fruits, and vegetables to retail grocers, natural food retailers, club stores, mass merchants, and food service distributors across the US and Canada under the Earthbound Farm brand name. Earthbound's salads are primarily grown on company owned farms or governed by multi-year exclusive relationships with outside growers. In July 2009, HM Capital Partners (HM) acquired a 70% stake in Earthbound with the balance of ownership interests remaining with initial shareholders. Revenues for the twelve months ending September 30, 2012 were in excess of $460 million. The principal methodology used in rating Earthbound Holding III, LLC was the Global Food - Protein and Agriculture Industry Methodology published in September 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. EASTMAN KODAK: $527 Million Patent Sale Receives Court Approval --------------------------------------------------------------- Joseph Checkler, writing for Dow Jones Newswires, reports that Judge Allan L. Gropper of U.S. Bankruptcy Court in Manhattan approved Eastman Kodak Co.'s sale of digital-imaging patents for $527 million to a collection of technology giants, albeit for much less than the company originally wanted. Judge Gropper called the price "disappointing" but said it moves the case forward. According to Dow Jones, while the price is lower than the $2 billion or more Kodak originally sought at an attempted auction this past summer, it settles a lot of patent litigation that could have hurt the company's reorganization efforts even more. The report relates the group includes Apple Inc., Microsoft Corp., and Google Inc., Adobe Systems Inc., Research In Motion Ltd., Samsung Electronics Co., a unit of HTC Corp., Fujifilm Holdings Corp., Facebook Inc., Huawei Technologies Co., a unit of Amazon.com Inc., and Shutterfly Inc. Kodak has said the deal should take about 45 days to close because of international approvals that are still needed. "The amount in the transactions, which are complicated and integrated, are the highest and best value available to the debtors," said Sullivan & Cromwell LLP's Michael H. Torkin, a Kodak lawyer, according to the report. The report also notes a lawyer for Kodak's official committee of unsecured creditors said that while the $527 million price is disappointing, it provides "much-needed liquidity" to the case. An $830 million loan made by a group of Kodak's bondholders was contingent on the patents being sold for at least $500 million. The report also relates several parties originally objected to the patent sale, mostly worried that they would be shut out of going after certain patents in the future. Kodak satisfied most of those objections before Friday's hearing. An objection to the sale of one of the patents, from a man named David J. Olilla, will be settled at a later date, Judge Gropper said. Mr. Olilla said he is a co-inventor on one of the patents and said Kodak breached its contract. The judge said his objection wouldn't hold up the sale. 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. Kodak intends to reorganize by focusing on the commercial printing business. Other businesses are being sold or shut down. EDIETS.COM INC: Extends Maturity of Director Notes to June 30 ------------------------------------------------------------- eDiets.com, Inc., executed amendments to $1 million in promissory notes held by a former officer and by two directors of the Company to extend the maturity date of the Director Notes from Dec. 31, 2012, to June 30, 2013. All other terms and provisions of the Director Notes remain in full force and effect. About eDiets eDiets.com, Inc. is a leading provider of personalized nutrition, fitness and weight-loss programs. eDiets currently features its award-winning, fresh-prepared diet meal delivery service as one of the more than 20 popular diet plans sold directly to members on its flagship site, http://www.eDiets.com Following the 2011 financial results, Ernst & Young LLP, in Boca Raton, Florida, expressed substantial doubt about the Company's ability to continue as a going concern. The independent auditors noted that the Company has incurred recurring operating losses, was not able to meet its debt obligations in the current year and has a working capital deficiency. The Company's balance sheet at Sept. 30, 2012, showed $1.76 million in total assets, $5.23 million in total liabilities and a $3.46 million total stockholders' deficit. Bankruptcy Warning On Oct. 31, 2012, the Company entered into an Agreement and Plan of Merger with ASTV, eDiets Acquisition Company, a Delaware corporation and a wholly owned subsidiary of ASTV ("Merger Sub"), and certain other individuals named therein. Pursuant to the Merger Agreement, Merger Sub will merge with and into the Company, and the Company will continue as the surviving corporation and a wholly-owned subsidiary of ASTV. "Both before and after consummation of the transactions, and if the Merger is never consummated, the continuation of the Company's business is dependent upon raising additional financial support. In light of the Company's results of continuing operations, management has and intends to continue to evaluate various possibilities. These possibilities include: raising additional capital through the issuance of common or preferred stock, securities convertible into common stock, or secured or unsecured debt, selling one or more lines of business, or all or a portion of the Company's assets, entering into a business combination, reducing or eliminating operations, liquidating assets, or seeking relief through a filing under the U.S. Bankruptcy Code," the Company said in its quarterly report for the period ended Sept. 30, 2012. EDISON MISSION: U.S. Trustee Forms 9-Member Creditors Committee --------------------------------------------------------------- Patrick S. Layng, U.S. Trustee for Region 11 appointed nine creditors to serve in the Official Committee of Unsecured Creditors in the Chapter 11 cases of Edison Mission Energy, et al. The Committee is comprised of: 1. Thomas M. Korsman, VP Wells Fargo Bank, National Association 625 Marquette Ave., 110th Floor MAC: N9311-110 Minneapolis, MN 55402 2. Carter C. Culver Commonwealth Edison Co./Exelon Corporation 10 S. Dearborn St., 49th Floor Chicago, IL 60603 3. Lawrence Clennon Clennon Electric 210 N. Main Street P.O. Box 368 Wilmington, IL 60481 4. Bridget Schessler The Bank of New York Mellon, as trustee 525 William Penn Place, 38th Floor Pittsburgh, PA 15219 5. Christopher Wittenauer Peabody Coalsales, LLC 701 Market Street St. Louis, MO 63101-1826 6. Scott Jennings, president Nesbitt Asset Recovery, LLC PSEG 80 Park Plaza, T20 Newark, NJ 07102 7. Simon Beemsterboer, V.P. Geo. J. Beemsterboer, Inc. 3411 Sheffield Avenue Hammond, IN 46327-1004 8. Kip K. Coco Rowell Chemical Corp. 15 Salt Creek Lane, Suite 205 Hinsdale, IL 60521 9. Robert Schwartz International Brotherhood of Boilermakers Local One 2941 Archer Avenue Chicago, IL 60608 About Edison Mission Santa Ana, California-based Edison Mission Energy is a holding company whose subsidiaries and affiliates are engaged in the business of developing, acquiring, owning or leasing, operating and selling energy and capacity from independent power production facilities. EME also engages in hedging and energy trading activities in power markets through its subsidiary Edison Mission Marketing & Trading, Inc. EME was formed in 1986 and is an indirect subsidiary of Edison International. Edison International also owns Southern California Edison Company, one of the largest electric utilities in the United States. EME and its affiliates sought Chapter 11 protection (Bankr. N.D. Ill. Lead Case No. 12-49219) on Dec. 17, 2012. EME has reached an agreement with the holders of a majority of EME's $3.7 billion of outstanding public indebtedness and its parent company, Edison International EIX, that, pursuant to a plan of reorganization and pending court approval, would transition Edison International's equity interest to EME's creditors, retire existing public debt and enhance EME's access to liquidity. The Company's balance sheet at Sept. 30, 2012, showed $8.17 billion in total assets, $6.68 billion in total liabilities and $1.48 billion in total equity. Kirkland & Ellis LLP is serving as legal counsel to EME, Perella Weinberg Partners, LP is acting as financial advisor and McKinsey Recovery & Transformation Services U.S., LLC is acting as restructuring advisor. GCG, Inc., serves as notice, claims and solicitation agent. EDISON MISSION: Meets Noteholders, Shares Cash Forecasts -------------------------------------------------------- Certain members of EME management met with certain of EME's unsecured noteholders and the noteholders' financial advisor, Houlihan Lokey, and legal advisor, Ropes & Gray LLP, to discuss EME's business. At the meeting, EME discussed certain cash flow forecasts, a copy of the illustration is available for free at: http://is.gd/VLVWYh About Edison Mission Santa Ana, California-based Edison Mission Energy is a holding company whose subsidiaries and affiliates are engaged in the business of developing, acquiring, owning or leasing, operating and selling energy and capacity from independent power production facilities. EME also engages in hedging and energy trading activities in power markets through its subsidiary Edison Mission Marketing & Trading, Inc. EME was formed in 1986 and is an indirect subsidiary of Edison International. Edison International also owns Southern California Edison Company, one of the largest electric utilities in the United States. EME and its affiliates sought Chapter 11 protection (Bankr. N.D. Ill. Lead Case No. 12-49219) on Dec. 17, 2012. EME has reached an agreement with the holders of a majority of EME's $3.7 billion of outstanding public indebtedness and its parent company, Edison International EIX, that, pursuant to a plan of reorganization and pending court approval, would transition Edison International's equity interest to EME's creditors, retire existing public debt and enhance EME's access to liquidity. The Company's balance sheet at Sept. 30, 2012, showed $8.17 billion in total assets, $6.68 billion in total liabilities and $1.48 billion in total equity. Kirkland & Ellis LLP is serving as legal counsel to EME, Perella Weinberg Partners, LP is acting as financial advisor and McKinsey Recovery & Transformation Services U.S., LLC is acting as restructuring advisor. EDUCATION MANAGEMENT: Moody's Cuts CFR to Caa2; Outlook Negative ---------------------------------------------------------------- Moody's Investors Service lowered Education Management LLC's ("Education Management" -- an indirect wholly owned subsidiary of Education Management Corporation) corporate family rating to Caa2 from B3, the ratings on the senior secured bank debt to Caa2 from B3, and the rating on the senior unsecured notes to Ca from Caa2. The speculative grade liquidity rating was lowered to SGL-4 from SGL-3. The ratings outlook is negative. This action completes a review that was initiated on August 21, 2012. The downgrade reflects heightened default risk given the approaching springing maturity of all of Education Management's senior secured credit facilities, which will become due and payable on March 1, 2014 if the company does not refinance or repay its $375 million 8.75% senior notes on or prior to this date. Current market data indicates that a refinancing of the senior notes will not likely be a viable option. In Moody's opinion, the company's need to maintain a meaningful amount of liquidity for financial responsibility standards and for general financial flexibility constrains its ability to repay the senior notes in full. Despite increasing signs of stability for on-campus students, new enrollment trends remain negative and earnings will likely continue to decline on a year-over-year basis through the next several quarters. The rating derives limited support from recent actions taken to improve liquidity, including sale leaseback transactions. The downgrade of the speculative grade liquidity rating to SGL-4 from SGL-3 reflects Moody's view that the company's liquidity profile is weak. The 12 to 15 month horizon incorporated in the SGL rating now captures the aforementioned springing maturity date of the senior secured credit facilities. The SGL rating does not assume access to capital to refinance the 8.75% notes. Moody's expects the company will generate modest positive free cash flow and maintain compliance with financial covenants near-term, albeit, with limited cushion in certain periods. Ratings downgraded: Corporate family rating to Caa2 from B3 Probability of default rating to Caa2 from B3 $328 million senior secured revolving credit facility due 2015 to Caa2 (LGD3, 46%) from B3 (LGD3, 45%) $743 million senior secured term loan due 2016 to Caa2 (LGD3, 46%) from B3 (LGD3, 45%) $345 million senior secured term loan due 2018 to Caa2 (LGD3, 46%) from B3 (LGD3, 45%) $375 million 8.75% senior unsecured notes due June 1, 2014 to Ca (LGD6, 92%) from Caa2 (LGD6, 91%) Speculative grade liquidity rating to SGL-4 from SGL-3 RATINGS RATIONALE Education Management's Caa2 corporate family rating reflects material refinancing risk, weak liquidity, declining enrollment and profitability levels, and deteriorating credit metrics. The operating environment remains very challenging due to the reduced availability of student loans, negative industry press, and increased regulatory risk given the company's reliance on Title IV student loans. There is also the potential for increased competition from non-profit institutions. Education Management's rating derives some support from its business position as one of the largest providers of post-secondary education in the U.S., significant scale with revenues close to $3.0 billion, the diversity of its academic programs, and credit metrics that are generally good for the ratings category. The negative outlook reflects the prospects for continued earnings pressure and material refinancing risk. The inability to timely address the approaching senior notes maturity or a covenant breach could result in a ratings downgrade. A payment default or any transaction perceived as a distressed exchange could also result in a ratings downgrade. The ratings could be upgraded if Education Management improves its debt maturity profile and enhances cushion under its financial covenants while demonstrating sustained improvement in new enrollment trends. Additional information can be found in the Education Management Credit Opinion published on Moodys.com. Education Management LLC, based in Pittsburgh, Pennsylvania, is one of the largest providers of private post-secondary education in North America, based on student enrollment and revenue. The company had revenues of approximately $2.7 billion for the twelve months ended September 30, 2012. The principal methodology used in rating Education Management LLC was the Global Business & Consumer Services Industry Rating Methodology published in October 2010. Other methodologies used include Loss Given Default for Speculative-Grade Non-Financial Companies in the U.S., Canada and EMEA published in June 2009. ELAN PHARMACEUTICALS: Biosurplus to Hold Liquidation Auctions ------------------------------------------------------------- BioSurplus announced on Jan. 8 that it will host a series of three auctions for Elan Pharmaceuticals, which is closing its location in South San Francisco, California. The first auction was scheduled to begin on Jan. 10 and runs through the 17th, and features many high-end instruments, including an AKTA Explorer 100, Agilent 1100 HPLCs, a Bruker UltraShield 400MHz NMR system, a Varian SD-1 Preparative HPLC, mass specs, incubators, refrigerators, freezers, real-time PCR devices, biosafety cabinets, centrifuges, ovens, ultra-low freezers, balances, and many bench-top lab items. A viewing of the auction items will be held on-site at Elan Pharmaceuticals on January 10, from 10:00 AM to 6:00 PM and January 11, from 10:00 AM to 5:00 PM. The open house address is: Elan Pharmaceuticals 180 Oyster Point Blvd. South San Francisco, CA 94080 Please visit http://auctions.biosurplus.comfor more information and to view the online catalog, or call 858-550-0800 ext. 222. About BioSurplus BioSurplus -- http://www.biosurplus.com-- is a supplier of pre- owned laboratory instruments and equipment management services. BioSurplus is headquartered in San Diego and has large showrooms in San Diego, the San Francisco Bay Area, Boston and Korea. BioSurplus offers services nationally and sells equipment worldwide. About Elan Elan Corporation, plc -- http://www.elan.com-- is a neuroscience- based biotechnology company. The Company is focused on discovering and developing advanced therapies in neurodegenerative and autoimmune diseases. * * * As reported by the Troubled Company Reporter on September 27, 2012, Standard & Poor's Ratings Services affirmed its 'B+' corporate credit rating on Dublin-based specialty pharmaceutical manufacturer Elan Corp plc, and removed the rating from CreditWatch, where it was listed with positive implications on Aug. 13, 2012. "Our 'BB-' ratings on unsecured issues of subsidiaries Elan Finance Corp. and Elan Finance PLC were unaffected by the CreditWatch action. We are assigning our 'BB-' issue-level and a '2' recovery rating to Elan's proposed senior notes due 2019, proceeds of which will refinance $625 million of existing unsecured debt. The rating outlook is stable," S&P said. ELITE PHARMACEUTICALS: Wilson Gilliam Lowers Equity Stake to 3.9% ----------------------------------------------------------------- In an amended Schedule 13G filing with the U.S. Securities and Exchange Commission, Wilson Earl Gilliam, Jr., disclosed that, as of Jan. 8, 2013, he beneficially owns 15,000,000 shares of common stock of Elite Pharmaceuticals, Inc., representing 3.9% of the shares outstanding. Mr. Gilliam previously reported beneficial ownership of 20,000,000 common shares or a 5.7% equity stake as of Dec. 10, 2012. A copy of the amended filing is available at: http://is.gd/7ziTsa 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. EMISPHERE TECHNOLOGIES: Mark Rachesky Holds 48.1% Equity Stake -------------------------------------------------------------- In an amended Schedule 13D filing with the U.S. Securities and Exchange Commission, Mark H. Rachesky, M.D., and his affiliates disclosed that, as of Dec. 31, 2012, they beneficially own 39,043,957 shares of common stock of Emisphere Technologies, Inc., representing 48.1% of the shares outstanding. Mr. Rachesky previously reported beneficial ownership of 38,557,573 common shares or a 47.7% equity stake as of Oct. 17, 2012. A copy of the amended filing is available for free at http://is.gd/rljYqb About Emisphere Cedar Knolls, N.J.-based Emisphere Technologies, Inc., is a biopharmaceutical company that focuses on a unique and improved delivery of therapeutic molecules or nutritional supplements using its Eligen(R) Technology. These molecules are currently available or are under development. The Company's balance sheet at Sept. 30, 2012, showed $1.29 million in total assets, $68.14 million in total liabilities and a $66.85 million total stockholders' deficit. McGladrey and Pullen, LLP, in New York City, expressed substantial doubt about Emisphere's ability to continue as a going concern, following the Company's results for the fiscal year ended Dec. 31, 2011. The independent auditors noted that the Company has suffered recurring losses from operations and its total liabilities exceed its total assets. EMMIS COMMUNICATIONS: Reports $4.6MM Net Income in Nov. 30 Qtr. --------------------------------------------------------------- Emmis Communications Corporation filed with the U.S. Securities and Exchange Commission its quarterly report on Form 10-Q disclosing net income attributable to common shareholders of $4.60 million on $53.41 million of net revenues for the three months ended Nov. 30, 2012, compared with net income attributable to common shareholders of $110.86 million on $53.56 million of net revenues for the same period during the preceding year. For the nine months ended Nov. 30, 2012, the Company reported net income attributable to common shareholders of $37.65 million on $161.31 million of net revenues, compared with net income attributable to common shareholders of $97.72 million on $169.71 million of net revenues for the same period a year ago. The Company's balance sheet at Nov. 30, 2012, showed $275.52 million in total assets, $241.57 million in total liabilities and $33.95 million total equity. A copy of the Form 10-Q is available for free at: http://is.gd/U0TMQo 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. As reported by the TCR on Oct. 16, 2012, Moody's Investors Service placed the ratings of Emmis Communications Corporation on review for upgrade following the company's earnings release for 2Q12 (ended Aug. 31, 2012) indicating good performance for radio operations and plans to refinance existing high coupon debt facilities. Emmis carries a B3 Corporate Family Rating from Moody's. * * * This concludes the Troubled Company Reporter's coverage of Emmis until facts and circumstances, if any, emerge that demonstrate financial or operational strain or difficulty at a level sufficient to warrant renewed coverage. ENERGY FUTURE: Releases Preliminary Results of Exchange Offers -------------------------------------------------------------- Energy Future Holdings Corp. announced the results, as of 5:00 p.m., New York City time, on Jan. 8, 2013, (the "Early Tender Date"), of the: (a) offers of its direct, wholly-owned subsidiary, Energy Future Intermediate Holding Company LLC, and EFIH's direct, wholly-owned subsidiary, EFIH Finance Inc., to exchange up to approximately $1.3 billion aggregate principal amount of new 10.000% Senior Secured Notes due 2020 of the Offerors for any and all outstanding (i) 9.75% Senior Secured Notes due 2019 of EFH Corp., (ii) 10.000% Senior Secured Notes due 2020 of EFH Corp. and (iii) 9.75% Senior Secured Notes due 2019 of the Offerors; and (b) concurrent solicitations by EFH Corp. and the Offerors of consents from holders of Existing First Lien Notes to proposed amendments to the indentures governing the Existing First Lien Notes and to such Existing First Lien Notes. As of the Early Tender Date, EFH Corp. had received the requisite Consents to adopt the Proposed Amendments, although Consents delivered may be revoked at any time at or prior to 5:00 p.m., New York City time, on Jan. 24, 2013. EFH Corp. also announced the results as of the Early Tender Date of the Offerors' previously announced offers to exchange up to approximately $124 million aggregate principal amount of new 11.25%/12.25% Senior Toggle Notes due 2018 of the Offerors for any and all outstanding (i) 10.875% Senior Notes due 2017 of EFH Corp. and (ii) 11.250%/12.000% Senior Toggle Notes due 2017 of EFH Corp. The Exchange Offers for each series of Existing Notes will expire at 5:00 p.m., New York City time, on Jan. 24, 2013. The Consent Solicitations for each series of Existing First Lien Notes will expire on the Consent Date. Tendered Existing Notes may be withdrawn at any time at or prior to the Expiration Date and Consents delivered may be revoked at any time at or prior to the Consent Date. A copy of the press release is available at http://is.gd/XidwoQ 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). In the Dec. 28, 2012, edition of the TCR, Standard & Poor's Ratings Services lowered its corporate credit ratings on EFIH, TCEH, and EFCH to 'CC' from 'CCC'. "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. ENERGY SERVICES: Incurs $48.5-Mil. Net Loss in Fiscal 2012 ---------------------------------------------------------- Energy Services of America Corporation filed on Dec. 28, 2012, its annual report on Form 10-K for the fiscal year ended Sept. 30, 2012. Arnett Foster Toothman PLLC, in Charleston, West Virginia, expressed substantial doubt about Energy Services' ability to continue as a going concern. The independent auditors noted that the Company has suffered recurring losses from operations and has entered into a forbearance arrangement with its lenders as a result of continued noncompliance with certain debt covenants. The Company reported a net loss of $48.5 million on $157.7 million of revenue in fiscal 2012, compared with a net loss of $5.3 million on $143.4 million of revenue in fiscal 2011. The Company's balance sheet at Sept. 30, 2012, showed $59.7 million in total assets, $53.3 million in total liabilities, and stockholders' equity of $6.4 million. A copy of the Form 10-K is available at http://is.gd/IyXZ97 Huntington, West Virginia-based Energy Services of America Corporation is a provider of contracting services to America's energy providers, primarily the gas and electricity providers. ENERGYSOLUTIONS INC: 1818 Master No Longer Owns Shares ------------------------------------------------------ In an amended Schedule 13G filing with the U.S. Securities and Exchange Commission, 1818 Master Partners, Ltd., and its affiliates disclosed that, as of Jan. 4, 2013, they do not beneficially own any shares of common stock of EnergySolutions, Inc. A copy of the filing is available for free at http://is.gd/GFXwsu About EnergySolutions, Inc. EnergySolutions offers customers a full range of integrated services and solutions, including nuclear operations, characterization, decommissioning, decontamination, site closure, transportation, nuclear materials management, the safe, secure disposition of nuclear waste, and research and engineering services across the fuel cycle. The Company's balance sheet at Sept. 30, 2012, showed $2.85 billion in total assets, $2.54 billion in total liabilities, and $311.77 million in total stockholders' equity. * * * As reported by the TCR on June 18, 2012, Standard & Poor's Ratings Services lowered its corporate credit rating on Salt Lake City- based EnergySolutions Inc. and its subsidiaries by two notches to 'B' from 'BB-'. "The downgrade reflects weakening credit metrics and the added uncertainty stemming from the unexpected change in management since the company's strategic and financial priorities are now less clear," said Standard & Poor's credit analyst James Siahaan. ENERGYSOLUTIONS INC: Clint Carlson Discloses 8.8% Equity Stake -------------------------------------------------------------- In a Schedule 13D filing with the U.S. Securities and Exchange Commission, Clint D. Carlson and his affiliates disclosed that, as of Jan. 2, 2013, they beneficially own 7,950,600 shares of common stock of EnergySolutions, Inc., representing 8.8% of the shares outstanding. A copy of the filing is available at http://is.gd/eJNLvk About EnergySolutions, Inc. EnergySolutions offers customers a full range of integrated services and solutions, including nuclear operations, characterization, decommissioning, decontamination, site closure, transportation, nuclear materials management, the safe, secure disposition of nuclear waste, and research and engineering services across the fuel cycle. The Company's balance sheet at Sept. 30, 2012, showed $2.85 billion in total assets, $2.54 billion in total liabilities, and $311.77 million in total stockholders' equity. * * * As reported by the TCR on June 18, 2012, Standard & Poor's Ratings Services lowered its corporate credit rating on Salt Lake City- based EnergySolutions Inc. and its subsidiaries by two notches to 'B' from 'BB-'. "The downgrade reflects weakening credit metrics and the added uncertainty stemming from the unexpected change in management since the company's strategic and financial priorities are now less clear," said Standard & Poor's credit analyst James Siahaan. ENTERTAINMENT TECHNOLOGIES: Voluntary Chapter 11 Case Summary ------------------------------------------------------------- Debtor: Entertainment Technologies, Inc. dba Legends Sports Pub & Grill dba Cart Wheel Casino & Liquor Store 500 Deer Drive Great Falls, MT 59404 Bankruptcy Case No.: 13-60028 Chapter 11 Petition Date: January 9, 2013 Court: United States Bankruptcy Court District of Montana (Butte) Debtor's Counsel: Gary S. Deschenes, Esq. DESCHENES & SULLIVAN LAW OFFICES P.O. Box 3466 Great Falls, MT 59403-3466 Tel: (406) 761-6112 E-mail: descheneslaw@dslawoffices.net Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 The Debtor did not file a list of its largest unsecured creditors together with its petition. The petition was signed by Joseph E. McKenney, president. EPICEPT CORP: Daniel Teper Presented at 6th Annual OneMedForum -------------------------------------------------------------- Daniel Teper, chief executive officer of Immune Pharmaceuticals presented at the 6th Annual OneMedForum, on Wednesday, Jan. 9, 2013, at 1:40 PM Pacific time at The Sir Francis Drake hotel in San Francisco, California. Mr. Teper presented a company overview. The webcast of Mr. Teper's presentation will be accessible within a few days and for the next 90 days at http://www.epicept.com/ In November 2012, Immune Pharmaceuticals Ltd., a privately held Israeli company, and EpiCept Corporation announced that they entered into a definitive merger agreement. The transaction is anticipated to close during the first quarter of 2013 and is subject to satisfaction of certain customary closing conditions, including the approval of a majority of EpiCept shareholders. About EpiCept Corporation Tarrytown, N.Y.-based EpiCept Corporation (Nasdaq and Nasdaq OMX Stockholm Exchange: EPCT) -- http://www.epicept.com/-- is focused on the development and commercialization of pharmaceutical products for the treatment of cancer and pain. The Company's lead product is Ceplene(R), approved in the European Union for the remission maintenance and prevention of relapse in adult patients with Acute Myeloid Leukemia (AML) in first remission. In the United States, a pivotal trial is scheduled to commence in 2011. The Company has two other oncology drug candidates currently in clinical development that were discovered using in-house technology and have been shown to act as vascular disruption agents in a variety of solid tumors. The Company's pain portfolio includes EpiCept(TM) NP-1, a prescription topical analgesic cream in late-stage clinical development designed to provide effective long-term relief of pain associated with peripheral neuropathies. In the auditors' report accompanying the financial statements for year ended Dec. 31, 2011, Deloitte & Touche LLP, in Parsippany, New Jersey, noted that the Company's recurring losses from operations and stockholders' deficit raise substantial doubt about its ability to continue as a going concern. Epicept reported a net loss of $15.65 million in 2011, a net loss of $15.53 million in 2010, and a net loss of $38.81 million in 2009. The Company's balance sheet at Sept. 30, 2012, showed $2.86 million in total assets, $16.03 million in total liabilities and a $13.16 million in total stockholders' deficit. ERA GROUP: Moody's Corrects November 26 Rating Release ------------------------------------------------------ Moody's Investors Service issued a correction to the November 26, 2012 rating release of Era Group Inc. Moody's assigned a B1 Corporation Family Rating (CFR) and a B1 Probability of Default Rating (PDR) to Era Group Inc. (Era), a helicopter company which is currently a wholly owned subsidiary of SEACOR Holdings Inc. (SEACOR, Ba3 stable. Moody's also assigned a B2 rating to Era's planned offering of $200 million of senior unsecured notes. Era will use the net proceeds from the note offering to reduce the outstandings under its revolving credit facility. The assigned ratings reflect SEACOR's intention to spin- off Era to holders of SEACOR's common stock, as well as the redemption of the Series B preferred stock held by SEACOR. The outlook is stable. "Era is a modest-sized helicopter company that has been rated at a level consistent with its conservative growth plan," stated Stuart Miller, Moody's Senior Credit Officer. "With its new stand-alone status, Moody's future rating actions will be driven by management's degree of success in executing this plan while managing leverage lower." RATINGS RATIONALE Era's B1 Corporate Family Rating (CFR) reflects its relatively small scale and lack of operating history as a stand-alone company. Capitalization at the time of its spin-off from SEACOR Holdings Inc. (Ba3 stable) will be relatively high with debt to EBITDA estimated to be 4.8x. However, leverage is expected to decline to below 4.0x by the end of 2013 as minimal capital expenditure commitments will result in significant free cash flow which Moody's expects to be used to reduce senior secured debt outstandings. Era's fleet of helicopters is a mix of light, medium and heavy duty helicopters that are used primarily to fly personnel and small equipment to offshore production platforms and drilling rigs. Roughly two-thirds of the fleet is deployed in the Gulf of Mexico, a region with nearly 1,900 offshore production platforms with helipads. This installed base of platforms generates demand for helicopter services that is largely independent from commodity price cycles. A portion of the company's fleet is made available for lease to third parties, a strategy that has been used to penetrate international markets creating greater geographic diversity. The B1 rating also considers Era's sticky customer relationships in the oil and gas industry and its ability to remain profitable throughout commodity price cycles. Era's senior unsecured notes are rated B2, one notch below the B1 CFR using Moody's Loss Given Default Methodology. The company's $200 million revolving credit facility is secured by all of the US assets. The unsecured notes are notched one level below the CFR reflecting its subordinated position in the capital structure. The notching from the CFR could increase to two notches if a material amount of the revolving credit facility is drawn down, reducing the rating of the unsecured notes to B3. Moody's has assigned a SGL-2 Speculative Grade Liquidity Rating to Era to reflect its good liquidity. The company is expected to have positive free cash flow through the end of 2014 and minimal usage under its $200 million revolving credit facility that matures in December 2016. The credit facility has maintenance covenants that include a maximum leverage ratio of 5.0x and a minimum interest coverage ratio of 3.0x. By Moody's estimates, Era will be able to comfortably comply with these covenant requirements under its current business plan. Periodically, Era sells older aircraft using the proceeds to purchase newer equipment. The periodic sale of equipment provides an additional source of liquidity for the company. The outlook is stable. Because of its small scale and limited history operating as a stand-alone company, a rating upgrade is unlikely in 2013. Once Era is more seasoned, Moody's would consider an upgrade if leverage approaches 3.0x, EBITDA is over $100 million, and if Moody's expected the company to continue to generate free cash flow. The B1 CFR is predicated on an expectation that leverage will be managed below 4.0x by mid 2013. If leverage remains near 4.5x, a downgrade would be considered as it represents a more aggressive financial policy than what is currently envisioned. The principal methodology used in rating Era Group was the Global Oilfield Services 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. Era Group Inc. has a fleet of 179 helicopters that are used to provide transportation services primarily to the offshore oil and gas industry. Era, currently a subsidiary of SEACOR Holdings Inc., is expected to be spun-off within the next few months. The company is headquartered in Houston, Texas. ESTATE OF BILLY WATSON: Case Summary & Unsecured Creditor --------------------------------------------------------- Debtor: Estate of Billy Lee Watson c/o Karen Watson P.O. Box 21890 Hilton Head Island, SC 29925 Bankruptcy Case No.: 13-00121 Chapter 11 Petition Date: January 7, 2013 Court: United States Bankruptcy Court District of South Carolina (Charleston) Judge: John E. Waites Debtor's Counsel: Michael W. Mogil, Esq. LAW OFFICE OF MICHAEL W. MOGIL, P.A. 2 Corpus Christie Place, Suite 303 Hilton Head Island, SC 29928 Tel: (843) 785-8110 Fax: (843) 785-9676 E-mail: mwmogil@aol.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $100,001 to $500,000 In its list of 20 largest unsecured creditors, the Company placed only one entry: Entity Nature of Claim Claim Amount ------ --------------- ------------ Wells Fargo Bank, NA $471,000 c/o Parker Poe Adams & Bernstein, LLP 200 Meeting St., Ste. 301 Charleston, SC 29401-3156 The petition was signed by Barbara Karen Fuller Watson (aka Karen Fuller Watson), personal representative. FAIRWEST ENERGY: Obtains CCAA Relief Extension Order ---------------------------------------------------- FairWest Energy Corporation on Jan. 11 disclosed that it obtained an Order on January 11, 2013 from the Court of Queen's Bench of Alberta extending the stay of proceedings granting relief to FairWest under the Companies' Creditors Arrangement Act to February 11, 2013. On January 3, 2013, the Company fulfilled the conditions precedent in the debtor-in-possession financing agreement with Supreme Group Inc. approved by the Court in the Initial Order granted December 12, 2012. The DIP Financing provides the Compnay with financing in the maximum amount of $700,000 during the CCAA proceedings. In accordance with the Initial Order granted by the Court on December 12, 2012, the DIP Financing ranks in priority to existing security interests of the Company's creditors. The terms and conditions of a restructuring plan have not yet been determined. About FairWest Energy FairWest is a Calgary, Alberta based junior oil and gas company engaged in the acquisition, exploration, development and production of crude oil, natural gas and natural gas liquids in the provinces of Alberta and Saskatchewan. FIRST PLACE: Wilmington Trust Added to Creditors Committee ---------------------------------------------------------- Roberta A. Deangelis, U.S. Trustee for Region 3, filed with the U.S. Bankruptcy Court for the District of Delaware an amended list of the Committee of Trust Preferred Securities in the Chapter 11 case of First Place Financial Corp. The amendment reflected the addition of Wilmington Trust Company, in its capacity as trustee of First Place Capital Trust III. The Committee now comprises: 1. Wilmington Trust Company, as trustee of First Place Capital Trust III Attn: Peter Finkel 50 South Sixth Street, Suite 1290 Minneapolis, MN 55402 Tel: (612) 217-5629 Fax: (612) 217-5651 2. Alesco Preferred Funding II, Ltd. c/o Cohen & Company Financial Management, LLC as Collateral Manager Attn: Peter Addei Cira Centre, 2929 Arch Street, 17th Floor Philadelphia, PA 19104 Tel: (215) 701-9616 3. U.S. Capital Funding I Ltd c/o Stone Castle Advisors, LLC Attn: Jim Brennan 152 W. 57th Street, 35th Floor New York, NY 10019 Tel: (212) 354-6500 Fax: (212) 354-6565 4. U.S. Capital Funding II, Ltd c/o EP Capital Solutions, LLC Attn: Patrick Korb, 399 Park Avenue, 10th Floor New York, NY 10022 Tel: (212) 756-5395 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, and FTI Consulting, Inc., as financial advisor. Donlin, Recano & Company, Inc. -- http://www.donlinrecano.com/-- is the claims and notice agent. The Official Committee of Trust Preferred Securities tapped to retain Kirkland & Ellis as counsel; Klehr Harrison Harvey Branzburg as co-counsel; Holdco Advisors as financial advisor; and Rothschild as investment banker and financial advisor. FITZSIMONS PROMENADE: Voluntary Chapter 11 Case Summary ------------------------------------------------------- Debtor: Fitzsimons Promenade LLC 56 Steele Street Denver, CO 80206 Bankruptcy Case No.: 13-10146 Chapter 11 Petition Date: January 7, 2013 Court: United States Bankruptcy Court District of Colorado (Denver) Judge: Elizabeth E. Brown Debtor's Counsel: Pro se Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 The Debtor did not file a list of its largest unsecured creditors together with its petition. The petition was signed by Eric Bush, managing member. FORCE FUELS: Knight Capital Discloses 5.1% Equity Stake ------------------------------------------------------- In a Schedule 13G filing with the U.S. Securities and Exchange Commission, Knight Capital Americas, LLC, disclosed that, as of Dec. 31, 2012, it beneficially owns 695,588 shares of common stock of Force Fuels, Inc., representing 5.14% based on outstanding shares reported on the Company's Form 10-Q/A filed with the SEC on Oct. 31, 2011. A copy of the Schedule 13G is available at: http://is.gd/1ynEWQ About Force Fuels Costa Mesa, Calif.-based Force Fuels, Inc.'s principal business during the period ended Oct. 31, 2011, was the acquisition and management of oil, gas and alternative energy operations. The Company's common shares are currently quoted on the OTC Pink market of OTC Markets Group, Inc. under the trading symbol "FOFU." The Company's balance sheet at Oct. 31, 2011, showed $1.06 million in total assets, $1.42 million in total liabilities, and a stockholders' deficit of $358,092. As reported in the TCR on Dec. 6, 2011, Sadler, Gibb & Associates, LLC, in Salt Lake City, Utah, expressed substantial doubt about Force Fuels' ability to continue as a going concern, following the Company's results for the fiscal year ended July 31, 2011. The independent auditors noted that the Company had accumulated losses of $3.8 million as of July 31, 2011. The Company had notified the SEC regarding the late filing of its quarterly report on Form 10-Q for the period ended Jan. 31, 2012, citing limited accounting staff and incomplete financial statements. FTMI REAL ESTATE: Use of Housing and Urban Cash Collateral Okayed ----------------------------------------------------------------- The Hon. Raymond B. Ray of the U.S. Bankruptcy Court for the Southern District of Florida authorized, on a final basis, FTMI Real Estate, LLC, and FTMI Operator, LLC, to (1) use cash collateral; (2) provide for a carve out for administrative expenses of professionals approved by the Court and for creditors; and (3) provide adequate protection of the U.S. Department of Housing and Urban Development's interests in the prepetition collateral. The indebtedness on the note was $27,936,912 as of the Petition Date. HUD also has a security interest on all property at the Debtor's facility pursuant to a valid UCC-1 and security agreement. Cash collateral will be utilized solely for ordinary course operations of the facility, quarterly U.S. Trustee fees and payment for the Ombudsman, Michael Karban. Authority to use cash collateral will terminate upon the soonest to occur of these events or conditions: (i) the effective date of any Chapter 11 plan; (ii) the appointment of a Chapter 11 trustee in any Chapter 11 case; (iii) any Chapter 11 case in converted to a Chapter 7 case; (iv) the Court enters an order granting HUD relief from the automatic stay or prohibiting the use of cash collateral by Debtors. As adequate protection from any diminution value of the lender's collateral, the Debtor will grant HUD adequate protection liens in all real and personal property of each Debtors, wherever located and whether created, acquired or arising prior to, on or after the Petition Date. About FTMI Real Estate FTMI Real Estate, LLC and FTMI Operator, LLC sought Chapter 11 protection (Bankr. S.D. Fla. Lead Case No. 12-29214) in Fort Lauderdale on Aug. 10, 2012. FTMI Operator, which operates a health care business The Lenox on The Lake, disclosed just $112,000 in assets and $31.98 million in liabilities. The LENOX -- http://www.thelenox.com-- is South Florida's, newest state-of-the-art Assisted Living and Memory Care community, which has a serene lakeside setting and wonderful waterfront vistas. FTMI Real Estate, a single asset real estate under 11 U.S.C. Sec. 101(51B), scheduled $19.64 million in assets and $28.93 million in liabilities. The Debtor owns The Lenox on The Lake facilities at 6700 Commercial Boulevard, in Lauderhill, Florida valued at $13 million. The Secretary of Housing Urban Development has a $25.87 million claim secured by the property. Thomas L. Abrams, Esq., Esq., at Gamberg & Abrams, in Ft. Lauderdale, Fla., represents the Debtors as counsel. Mark Nunheimer serves as financial services consultant. FTMI REAL ESTATE: Has Green Light to Hire Eisinger as Counsel ------------------------------------------------------------- FTMI Real Estate, LLC sought and obtained approval from the U.S. Bankruptcy Court to employ Dennis J. Eisinger, Esq., of the law firm of Eisinger, Brown, Lewis, Frankel & Chaiet, P.A., as special counsel to perform legal services related to closing on the Agreement to Purchase Assets in this case at an hourly rate of $385.00 for Mr. Eisinger and $250.00 for Associates. FTMI Real attests that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. About FTMI Real Estate FTMI Real Estate LLC and FTMI Operator LLC sought Chapter 11 protection (Bankr. S.D. Fla. Lead Case No. 12-29214) in Fort Lauderdale on Aug. 10, 2012. FTMI Operator, which operates a health care business The Lenox on The Lake, disclosed just $112,000 in assets and $31.98 million in liabilities. The LENOX -- http://www.thelenox.com-- is South Florida's, newest state-of-the-art Assisted Living and Memory Care community, which has a serene lakeside setting and wonderful waterfront vistas. FTMI Real Estate, a single asset real estate under 11 U.S.C. Sec. 101(51B), scheduled $19.64 million in assets and $28.93 million in liabilities. The Debtor owns The Lenox on The Lake facilities at 6700 Commercial Boulevard, in Lauderhill, Florida valued at $13 million. The Secretary of Housing Urban Development has a $25.87 million claim secured by the property. FTMI REAL ESTATE: Court Approves Richard Lundy as Accountant ------------------------------------------------------------ FTMI Real Estate, LLC sought and obtained approval from the U.S. Bankruptcy Court to employ Richard Lundy and Lundy Shacter, Shulman & Kaplan, P.A. as accountant to assist and give advice to the debtor with respect to tax and accounting matters, most specifically complete the required tax returns and filing. FTMI Real attests that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. About FTMI Real Estate FTMI Real Estate LLC and FTMI Operator LLC sought Chapter 11 protection (Bankr. S.D. Fla. Lead Case No. 12-29214) in Fort Lauderdale on Aug. 10, 2012. FTMI Operator, which operates a health care business The Lenox on The Lake, disclosed just $112,000 in assets and $31.98 million in liabilities. The LENOX -- http://www.thelenox.com-- is South Florida's, newest state-of-the-art Assisted Living and Memory Care community, which has a serene lakeside setting and wonderful waterfront vistas. FTMI Real Estate, a single asset real estate under 11 U.S.C. Sec. 101(51B), scheduled $19.64 million in assets and $28.93 million in liabilities. The Debtor owns The Lenox on The Lake facilities at 6700 Commercial Boulevard, in Lauderhill, Florida valued at $13 million. The Secretary of Housing Urban Development has a $25.87 million claim secured by the property. FTMI REAL ESTATE: Can Hire Reznick Group as Accountant ------------------------------------------------------ FTMI Real Estate, LLC sought and obtained approval from the U.S. Bankruptcy Court to employ Joshua Northcutt and Reznick Group, P.C. as accountant to assist and give advice to the debtor with respect to tax and accounting matters, most specifically complete the required 2012 HUD Audit. FTMI Real attests that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. About FTMI Real Estate FTMI Real Estate LLC and FTMI Operator LLC sought Chapter 11 protection (Bankr. S.D. Fla. Lead Case No. 12-29214) in Fort Lauderdale on Aug. 10, 2012. FTMI Operator, which operates a health care business The Lenox on The Lake, disclosed just $112,000 in assets and $31.98 million in liabilities. The LENOX -- http://www.thelenox.com-- is South Florida's, newest state-of-the-art Assisted Living and Memory Care community, which has a serene lakeside setting and wonderful waterfront vistas. FTMI Real Estate, a single asset real estate under 11 U.S.C. Sec. 101(51B), scheduled $19.64 million in assets and $28.93 million in liabilities. The Debtor owns The Lenox on The Lake facilities at 6700 Commercial Boulevard, in Lauderhill, Florida valued at $13 million. The Secretary of Housing Urban Development has a $25.87 million claim secured by the property. FREDERICK'S OF HOLLYWOOD: Five Nominees Elected to Board -------------------------------------------------------- Frederick's of Hollywood Group Inc. held its annual meeting of shareholders at its principal executive offices at 6255 Sunset Boulevard, Hollywood, CA, on Jan. 8, 2013. At the meeting, the Company's shareholders voted on two proposals. The shareholders elected Peter Cole, John L. Eisel, William F. Harley, Thomas J. Lynch and Milton J. Walters as directors to serve for the ensuing one-year period and until their successors are elected and qualified. The issuance of up to 28,405,331 shares of common stock to TTG Apparel, LLC, in accordance with the terms of the Company's Series A Convertible Preferred Stock and warrants issued to TTG Apparel, LLC, in May 2012, was aproved. About Frederick's of Hollywood Frederick's of Hollywood Group Inc. (NYSE Amex: FOH) -- http://www.fredericks.com/-- through its subsidiaries, sells women's intimate apparel, swimwear and related products under its proprietary Frederick's of Hollywood brand through 122 specialty retail stores, a world-famous catalog and an online shop. Frederick's of Hollywood sought bankruptcy in July 10, 2000. On Dec. 18, 2002, the court approved the company's plan of reorganization, which became effective on Jan. 7, 2003, with the closing of the Wells Fargo Retail Finance exit financing facility. The Company incurred a net loss of $6.43 million for the year ended July 28, 2012, compared with a net loss of $12.05 million for the year ended July 30, 2011. The Company's balance sheet at Oct. 27, 2012, showed $42.66 million in total assets, $48.44 million in total liabilities and a $5.77 million total shareholders' deficiency. FUSION TELECOMMUNICATIONS: Amends 2011 Annual Report ---------------------------------------------------- Fusion Telecommunications International, Inc., filed an Amendment No. 1 to its annual report on Form 10-K for the year ended Dec. 31, 2011, which was originally filed with the U.S. Securities and Exchange Commission on March 30, 2012, for the purpose of: (i) providing the name and the conformed signature of Rothstein Kass to their Report of Independent Registered Public Accounting Firm in compliance with Rule 2-02(a) of Regulation S-X; and (ii) to clarify certain disclosure in Note 16 to the consolidated financial statements regarding claims and legal actions arising in the ordinary course of business. A copy of the amended Form 10-K is available at http://is.gd/JJnD2M About Fusion Telecommunications New York City-based Fusion Telecommunications International, Inc. (OTC BB: FSNN) is a provider of Internet Protocol ("IP") based digital voice and data communications services to corporations and carriers worldwide. The Company reported a net loss of $4.45 million in 2011, compared with a net loss of $5.79 million in 2010. The Company's balance sheet at Sept. 30, 2012, showed $7.36 million in total assets, $20.24 million in total liabilities and a $12.88 million total stockholders' deficit. At June 30 2012, the Company had a working capital deficit of $12.6 million and an accumulated deficit of $151.5 million. The Company has continued to sustain losses from operations and has not generated positive cash flow from operations since inception. Management is aware that its current cash resources are not adequate to fund its operations for the remainder of the year. During the six months ended June 30, 2012, the Company raised approximately $1.1 million, net of expenses, from the sale of the Company's equity securities. In its audit report on the 2011 financial statements, Rothstein, Kass & Company, P.C., in Roseland, New Jersey, noted that the Company has had negative working capital balances, incurred negative cash flows from operations and net losses since inception, and has limited capital to fund future operations that raises a substantial doubt about their ability to continue as a going concern. GEA SEASIDE: Case Summary & 20 Largest Unsecured Creditors ---------------------------------------------------------- Debtor: GEA Seaside Investment, Inc. aka GEA Seaside Investments, Inc. P.O. Box 265302 Daytona Beach, FL 32118 Bankruptcy Case No.: 13-00165 Chapter 11 Petition Date: January 10, 2013 Court: U.S. Bankruptcy Court Middle District of Florida (Jacksonville) Debtor's Counsel: Scott W. Spradley, Esq. LAW OFFICES OF SCOTT W. SPRADLEY, P.A. P.O. Box 1 109 South 5th Street Flagler Beach, FL 32136 Tel: (386) 693-4935 Fax: (386) 693-4937 E-mail: scott.spradley@flaglerbeachlaw.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 A copy of the Company's list of its 20 largest unsecured creditors filed with the petition is available for free at: http://bankrupt.com/misc/flmb13-00165.pdf The petition was signed by Jack Aberman, president. GIGGLES N HUGS: Incurs $215,000 Net Loss in Third Quarter --------------------------------------------------------- Giggles N Hugs, Inc., filed its quarterly report on Form 10-Q, reporting a net loss of $214,768 on $333,037 of net sales for the three months ended Sept. 30, 2012, compared with a net loss of $198,148 on $291,190 of net sales for the same period last year. For the nine months ended Sept. 30, 2012, the Company had a net loss of $888,671 on $974,911 of net sales, compared with a net loss of $899,732 on $824,960 of net sales for the same period of 2011. According to the regulatory filing, the Company has recently sustained operating losses and has an accumulated deficit of $2.1 million at Sept. 30, 2012. In addition, the Company has negative working capital of $138,161, excluding non-cash prepaid stock compensation of $328,400, at Sept. 30, 2012. "The Company has and will continue to use significant capital to grow and acquire market share. These factors raise substantial doubt about the ability of the Company to continue as a going concern." A copy of the Form 10-Q is available at http://is.gd/1s5nlx Los Angeles-based Giggles N Hugs, Inc., is a family-friendly restaurant with play areas for children 10 years and younger. The restaurant also features daily live entertainment and shows. Currently, Giggles owns and operates one restaurant in the Westfield mall in Century City, California, and a second restaurant is currently in development in the Westfield mall in Topanga, California. GLOBAL AVIATION: Committee Counsel's Lowenstein Sandler LLP ----------------------------------------------------------- The Official Committee of Unsecured Creditors in the Chapter 11 case of Global Aviation Holdings Inc., et al., notified the U.S. Bankruptcy Court for the Eastern District pf New York that the law practice of Lowenstein Sandler PC, its counsel, is now being conducted by Lowenstein Sandler LLP in all of its offices effective as of Jan. 1, 2013. The firm's office addresses, telephone and fax numbers and email addresses remain unchanged. About Global Aviation Global Aviation Holdings Inc., based in Peachtree City, Ga., is the parent company of North American Airlines and World Airways. Global is the largest commercial provider of charter air transportation for the U.S. military, and a major provider of worldwide commercial global passenger and cargo air transportation services. North American Airlines, founded in 1989 and based in Jamaica, N.Y., operates passenger charter flights using B757-200ER and B767-300ER aircraft. World Airways, founded in 1948 and based in Peachtree City, Ga., operates cargo and passenger charter flights using B747-400 and MD-11 aircraft. Global Aviation, along with affiliates, filed Chapter 11 petitions (Bankr. E.D.N.Y. Case No. 12-40783) on Feb. 5, 2012. Global's lead counsel in connection with the restructuring is Kirkland & Ellis LLP and its financial advisor is Rothschild. Kurtzman Carson Consultants LLC is the claims agent. The Debtors disclosed $589.8 million in assets and $493.2 million in liabilities as of Dec. 31, 2011. Liabilities include $146.5 million on 14% first-lien secured notes and $98.1 million on a second-lien term loan. Wells Fargo Bank NA is agent for both. Global said it will use Chapter 11 to shed 16 of 30 aircraft. In addition, Global said it will use Chapter 11 to negotiate new collective bargaining agreements with its unions and deal with liabilities on multi-employer pension plans. On Feb. 13, 2012, the U.S. Trustee for Region 2 appointed a seven member official committee of unsecured creditors in the case. The Committee tapped Lowenstein Sandler PC as its counsel, and Imperial Capital, LLC as its financial advisor. The Debtors had a court-approved Chapter 11 plan, thanks to a settlement with second-lien creditors and the unsecured creditors' committee. According to the report, the Debtor negotiated a plan with senior lenders where secured noteholders owed $111.4 million were to receive 75% ownership of the reorganized company. Unsecured creditors and second-lien noteholders originally were to receive nothing. GLYECO INC: Buys Glycol-Related Assets of Evergreen for $258,000 ---------------------------------------------------------------- GlyEco Acquisition Corp. #2, a wholly-owned subsidiary of GlyEco, Inc., entered into an Asset Purchase Agreement with Evergreen Recycling Co., Inc., and Thomas Shiveley, the selling principal of Evergreen. Evergreen operates a business located in Indianapolis, Indiana, relating to processing recyclable glycol streams, primarily used antifreeze, and selling glycol as remanufactured product. Pursuant to the Agreement, Acquisition Sub purchased on Dec. 31, 2012, all of the glycol-related assets of Evergreen in consideration for an aggregate purchase price of $258,000. A copy of the Asset Purchase Agreement is available at: http://is.gd/TacGdW 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: Amends Rights Plan with Computershare ---------------------------------------------------- GMX Resources Inc. and Computershare Trust Company, N.A., entered into Amendment No. 3 to the Rights Agreement dated as of May 17, 2005, between GMX Resources Inc. and Computershare Trust Company, N.A., as successor rights agent to UMB Bank, n.a., as Rights Agent. The Rights Amendment amends the Rights Plan such that the number of preferred share purchase rights associated with each share of common stock then outstanding, or issued or delivered after the effective time of the Company's reverse stock split to be effective on Jan. 3, 2013, Will not be proportionately adjusted in accordance with the Rights Plan. As a result, one right will continue to be associated with each share of common stock after giving effect to the Reverse Stock Split. A copy of the Amended Rights Agreement is available at http://is.gd/Azwc34 On Jan. 2, 2013, the Company executed an Amendment to Certificate of Designation of Series A Junior Participating Preferred Stock. The Designation Amendment amends the Certificate of Designation of Series A Junior Participating Preferred Stock of the Company, dated May 16, 2005, such that no adjustment will be made to the Adjustment Number in connection with the Company's Reverse Stock Split effective on Jan. 3, 2013. A copy of the Amended Certificate of Designation is available at http://is.gd/RJ4pp1 In connection with the Reverse Stock Split on Jan. 3, 2013, the Company has given notices of adjustment to the Conversion Rate for the Company's 5.0% Convertible Notes due 2013 and the 4.50% Convertible Senior Notes due 2015. The Conversion Rate for the Company's 5.0% Convertible Notes due 2013 is adjusted from 30.7692 to 2.3669. The Conversion Rate for the Company's 4.50% Convertible Notes due 2015 is adjusted from 53.3333 to 4.1026. The adjusted Conversion Rate for the 4.50% Convertible Notes includes the correction of a scrivener's error in the supplemental indenture that incorrectly transposed numerators and denominators of "OS0/OS1" rather than the correct "OS1/OS0" in the formula. 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. GREENMAN TECHNOLOGIES: Incurs $4.5-Mil. Net Loss in Fiscal 2012 --------------------------------------------------------------- American Power Group Corporation, formerly known as GreenMan Technologies Inc., reported a net loss of $500,000 on $775,000 of net sales for the three months ended Sept. 30, 2012, compared with a net loss of $1.79 million on $347,000 of net sales for the same period during the prior year. For the year ended Sept. 30, 2012, the Company reported a net loss of $4.56 million on $2.63 million of net sales, compared with a net loss of $6.81 million on $1.76 million of net sales during the prior year. The Company's balance sheet at Sept. 30, 2012, showed $9.09 million in total assets, $4.11 million in total liabilities and $4.97 million in stockholders' equity. Lyle Jensen, American Power Group Corporation's president and chief executive officer, stated, "We are very pleased with the progress we have made and the market leadership momentum we have created during the past year with both our vehicular and stationary dual fuel diesel engine solutions. We continue to work closely with the EPA to achieve approvals for additional Outside Useful Life (OUL) and Inside Useful Life (IUL) vehicular conversions. APGI is currently a leader in vehicular EPA OUL approvals with 88 engine families on four different OEM engine platforms. We expect to complete another 100 EPA OUL engine family approvals on four additional OEM engine platforms before the end of the second calendar quarter of 2013. We will begin testing for lower mileage IUL conversions at the University of Houston in January which we anticipate will result in additional IUL OEM engine platform approvals throughout the year." A copy of the press release is available for free at: http://is.gd/xKQNJT 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. GREENWOOD FORGINGS: Updated Case Summary & Creditors' Lists ----------------------------------------------------------- Lead Debtor: Greenwood Forgings, LLC 2250 Thunderstick Dr., Suite 1203 Lexington, KY 40505 Bankruptcy Case No.: 13-10027 Chapter 11 Petition Date: January 7, 2013 Court: United States Bankruptcy Court District of Delaware (Delaware) Judge: Brendan Linehan Shannon Debtor's Counsel: Duane David Werb, Esq. WERB & SULLIVAN 300 Delaware Avenue, 10th Floor Wilmington, DE 19801 Tel: (302) 652-1100 Fax: (302) 652-1111 E-mail: dwerb@werbsullivan.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $10,000,001 to $50,000,000 Affiliate that simultaneously filed separate Chapter 11 petition: Debtor Case No. ------ -------- US Tool & Engineering, LLC 13-10028 Assets: $500,001 to $1,000,000 Debts: $1,000,001 to $10,000,000 The petitions were signed by George S. Homeister, chairman. Affiliates that previously sought Chapter 11 protection: Petition Debtor Case No. Date ------ -------- ---- Revstone Industries, LLC 12-13262 12/3/12 Spara, LLC 12-13263 12/3/12 A. A copy of Greenwood Forgings' list of its 20 largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/deb13-10027.pdf B. A copy of US Tool & Engineering's list of its 20 largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/deb13-10028.pdf GUIDED THERAPEUTICS: Completes CSA Requirements for LuViva ---------------------------------------------------------- Guided Therapeutics, Inc., has successfully completed third-party testing of the LuViva(R) Advanced Cervical Scan. This puts LuViva in compliance with Canadian Standards Association (CSA) requirements which, while not required for marketing in Canada, are preferred by certain larger medical institutions. It also puts the company one step closer to applying the Edition 3 CE Mark to LuViva. "The completion of CSA standards certification is an independent validation of the safety and integrity of LuViva's design," said Mark L. Faupel, CEO and President of Guided Therapeutics, Inc. "In addition to further opening up the Canadian market, the certification documentation can be used as a basis for obtaining regulatory approval and subsequent sales in certain Latin American and Asian countries." The testing for the certification was conducted in parallel with CE Mark testing by SGS U.S. Testing Company, Inc. - a Nationally Recognized Test Lab. LuViva will carry the SGS USTC Mark for both Canada and the U.S. With all third-party testing complete, the remaining steps for the Edition 3 CE Mark are to complete final mechanical tests and submit for review final documentation, a process which is expected to take a few weeks. Guided Therapeutics plans to then immediately apply the Edition 3 CE Mark to the LuViva in order to support its international product launch in the first quarter of 2013. LuViva currently has marketing approval from Health Canada and received its first CE Mark, an ISO 60601 Edition 2 Notification, in July. Guided Therapeutics was awarded ISO 13485 certification in January 2011. Additionally, LuViva has been under U.S. Food and Drug Administration Premarket review since Sept. 23, 2010. After meetings with the FDA, the Company filed an amended PMA application with the agency in November 2012. About Guided Therapeutics Guided Therapeutics, Inc. (OTC BB and OTC QB: GTHP) -- http://www.guidedinc.com/-- is developing a rapid and painless test for the early detection of disease that leads to cervical cancer. The technology is designed to provide an objective result at the point of care, thereby improving the management of cervical disease. Unlike Pap and HPV tests, the device does not require a painful tissue sample and results are known immediately. GT has also entered into a partnership with Konica Minolta Opto to develop a non-invasive test for Barrett's Esophagus using the LightTouch technology platform. The Company reported a net loss of $6.64 million in 2011, compared with a net loss of $2.84 million in 2010. The Company's balance sheet at Sept. 30, 2012, showed $4.77 million in total assets, $2.64 million in total liabilities and $2.12 million in total stockholders' equity. In its report on the Company's 2011 Form 10-K, UHY LLP, in Sterling Heights, Michigan, noted that the Company's recurring losses from operations and accumulated deficit raise substantial doubt about its ability to continue as a going concern. Bankruptcy Warning "At September 30, 2012, the Company had working capital of approximately $607,000 and it had stockholders' equity of approximately $2.0 million, primarily due to the recurring losses, offset in part by the recognition of the warrants exchanged as part of the Warrant Exchange Program. As of September 30, 2012, the Company was past due on payments due under its notes payable in the amount of approximately $406,000. "The Company's capital-raising efforts are ongoing. If sufficient capital cannot be raised during the first quarter of 2013, the Company has plans to curtail operations by reducing discretionary spending and staffing levels, and attempting to operate by only pursuing activities for which it has external financial support, such as under its development agreement with Konica Minolta and additional NCI or other grant funding. However, there can be no assurance that such external financial support will be sufficient to maintain even limited operations or that the Company will be able to raise additional funds on acceptable terms, or at all. In such a case, the Company might be required to enter into unfavorable agreements or, if that is not possible, be unable to continue operations, and to the extent practicable, liquidate and/or file for bankruptcy protection." H&M OIL: Wants Access to Funds from Oil and Gas Related Activities ------------------------------------------------------------------ H&M Oil and Gas, LLC, et al., ask, in an amended motion, the U.S. Bankruptcy Court for the Northern District of Texas for a second interim authorization to use cash collateral. The Debtors seek the use of funds generated from oil and gas related activities to pay the reasonable and necessary expenses, on an interim basis, pending confirmation of the plan of reorganization to be filed in the case. The use of cash collateral as requested by the Debtors does not include any prepetition expenses, payment of H&M's professionals or other expenses which are not absolutely necessary for the continued operation of their business. Cash Collateral Default The Debtors note that they filed a lawsuit seeking the entry of a declaratory judgment seeking a declaration from the Bankruptcy Court that H&M is not in default, that Hibernia Holdings LLC's notice of non-consent is ineffective and for other relief. Prospect Capital Corporation has filed a second motion for relief from stay and a second motion to appoint a Chapter 11 trustee. Prospect declared a default under the cash collateral order issued in the case and is seeking to obtain stay relief based on the events related to the Hibernia Holdings LLC's notice of non- consent and, in addition, claims that it was not aware of the subcontract agreement. Scattered Corp. has asserted that Prospect's notice of default on Oct. 5, 2012 is a default under its Debtor in Possession financing. H&M has approached Prospect to request the use of cash collateral to pay certain expenses. Prospect only agreed to allow H&M to use cash collateral to pay an electric bill and the adequate protection payment to Prospect. About H&M Oil H&M Oil & Gas, LLC, filed a bare-bones Chapter 11 petition (Bankr. N.D. Tex. Case No. 12-32785) in its hometown Dallas on April 30, 2012. Another entity, Anglo-American Petroleum Corp. (Case No. 12-32786) simultaneously filed for Chapter 11. H&M Oil disclosed $297,119,773 in assets and $77,463,479 in liabilities as of the Chapter 11 filing. H&M Oil & Gas is an oil and gas production and development company. H&M, through its operating company, H&M Resources LLC, is focused on developing its leases in the Permian basin and Texas panhandle. Dallas, Texas-based Anglo-American Petroleum -- http://www.angloamericanpetroleum.com/-- is the holding corporation for H&M Oil. Judge Barbara J. Houser presides over the case. The Debtors are represented by Keith William Harvey, Esq., at Anderson Tobin PLLC, in Dallas. Lain Faulkner & Co., PC, serves as financial adviser. Prospect Capital Corporation, the Debtors' lone secured creditor, is represented in the case by Timothy A. Davidson II, Esq., and Joseph P. Rovira, Esq., at Andrews Kurth LLP. The U.S. Trustee has not appointed a creditors' committee. The Debtor's Plan dated Oct. 12, 2012, is designed to pay lender Prospect Capital Corp. by delivery of crude oil rather than cash. HAMPTON CAPITAL: Case Summary & 20 Largest Unsecured Creditors -------------------------------------------------------------- Debtor: Hampton Capital Partners, LLC dba Gulistan Carpet P.O. Box A Aberdeen, NC 28315 Bankruptcy Case No.: 13-80015 Chapter 11 Petition Date: January 7, 2013 Court: United States Bankruptcy Court Middle District of North Carolina (Durham) Judge: Catharine R. Aron Debtor's Counsel: John Paul H. Cournoyer, Esq. John A. Northen, Esq. NORTHEN BLUE, LLP Suite 435 1414 Raliegh Road Chapel Hill, NC 27517 Tel: (919) 968-4441 Fax: (919) 942-6603 E-mail: jpc@nbfirm.com jan@nbfirm.com Scheduled Assets: $27,843,986 Scheduled Liabilities: $50,758,831 The petition was signed by Peter J. Kruyer, CFO. Debtor's List of 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Koch Fibers C.V. dba balance on $9,115,733 Invista S.A.R.L. unsecured note Attn: Managing Agent assumed on 2003 P.O. Box 405885 acquisition Atlanta, GA 30384-5885 Alliance Distribution goods/services $975,744 Inc. Attn: Managing Agent P.O. Box 128 Dalton, GA 30722-0128 Ascend Performance goods/services $594,716 Materials Attn: Managing Agent 600 Travis St., Ste 300 Houston, TX 77002-2929 Westpoint Home Inc. goods/services $320,875 Attn: Dept 0797 PO Box 120797 Dallas, TX 75312-0797 Mallard Creek goods/services $267,948 Polymers Inc. Attn: Managing Agent 14700 Mallard Creek Rd Charlotte, NC 28262 Propex Operating goods/services $248,714 Company LLC Attn: Managing Agent 3902 Paysphere Drive Chicago, IL 60674 Best Dedicated LLC goods/services $225,675 Attn: Managing Agent 829 Graves Street Kernersville, NC 27284 Norville Industries goods/services $219,063 Attn: Managing Agent PO Box 608 Dalton, GA 30722-0608 CCA Global rebate claim $209,193 Attn: Managing Agent PO Box 538030 Atlanta, GA 30353 Dixie Group Inc., The goods/services $189,329 Xpress Global Systems goods/services $180,688 National Floorcovering rebate claims $152,874 Alliance Canada Revenue Agency sales tax $125,000 Carolina Power & Light goods/services $100,877 Company Dream Weaver goods/services $91,065 Industries Inc. ETEX America Inc. goods/services $73,314 Mega Force Staffing goods/services $53,025 Group Inc. Epic Enterprises Inc. goods/services $50,812 HESS Corp. goods/services $50,000 O-N (Chemstone) goods/services $49,728 Company HANDY HARDWARE: Case Summary & 30 Largest Unsecured Creditors ------------------------------------------------------------- Debtor: Handy Hardware Wholesale, Inc. 8300 Tewantin Drive Houston, TX 77061 Bankruptcy Case No.: 13-10060 Chapter 11 Petition Date: January 11, 2013 Court: U.S. Bankruptcy Court District of Delaware (Delaware) Judge: Mary F. Walrath Debtor's Counsel: Amanda Marie Winfree, Esq. ASHBY & GEDDES, P.A. 500 Delaware Avenue 8th Floor, P.O. Box 1150 Wilmington, DE 19899 Tel: (302) 654-1888 Fax: (302) 654-2067 E-mail: awinfree@ashby-geddes.com - and ? Gregory Alan Taylor, Esq. Ashby & Geddes, P.A. 500 Delaware Avenue 8th Floor, P.O. Box 1150 Wilmington, DE 19899 Tel: (302) 654-1888 Fax: (302) 654-2067 E-mail: bankruptcy@ashby-geddes.com - and ? Stacy L. Newman, Esq. Ashby & Geddes, P.A. 500 Delaware Avenue 8th Floor, P.O. Box 1150 Wilmington, DE 19899 Tel: (302) 654-1888 Fax: (302) 654-2067 E-mail: snewman@ashby-geddes.com - and ? William Pierce Bowden, Esq. Ashby & Geddes, P.A. 500 Delaware Avenue 8th Floor, P.O. Box 1150 Wilmington, DE 19899 Tel: (302) 654-1888 Fax: (302) 654-2067 E-mail: wbowden@ashby-geddes.com Estimated Assets: $50,000,001 to $100,000,000 Estimated Debts: $50,000,001 to $100,000,000 The petition was signed by Thomas J. Schifanella, Jr., president. Debtor's List of Its 30 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ American Water Heater Company Trade $1,402,322 P.O. Box 4056 Johnson City, TN 37602-4056 Southwire Company Trade $620,645 One Southwire Drive Carrollton, GA 30119 Averitt Express, Inc. Contract $611,589 P.O. Box 3145 Cookeville, TN 38502-3145 Charlotte Pipe & Foundry Co. Trade $385,260 P.O. Box 35430 Charlotte, NC 28235-5430 Steelworks Corp/Hillman Trade $383,252 4661 Monaco Street Denver, CO 80216 Primesource, Inc. Trade $365,184 7921 S W 34th Wheatland, OK 73097-0524 Yeti Coolers Trade $323,458 275 Lotus Circle Austin, TX 78737 Koch Industries, Inc. Trade $317,815 4200 Dahlberg Drive, #200 Minneapolis, MN 55422 Maurice Pincoffs International Trade $316,916 24324 Network Place Chicago, IL 60673-1324 Trans Power Corporation Contract $258,728 P.O. Box 1011 Columbus, MS 39703 Great Neck Saw Mfrs., Inc. Trade $248,436 Black & Decker Accessories Trade $248,170 Poly-Flex, Inc. Trade $247,501 Flotec Trade $246,469 Bonsal American Trade $230,879 Midwest Fastener Corp. Trade $225,786 Barnett & Hardware Express Trade $217,681 Cantech Industries, Inc. Trade $216,621 Linzer Products Corp. Trade $207,777 Irwin Industrial Tool Company Trade $207,433 Packaging Service Company Trade $205,707 Smith-Cooper International Trade $196,072 Safety Works, LLC Trade $193,289 Bengal Products, Inc. Trade $192,739 Apex Tool Group/Cooper Tools Trade $189,053 Eaton Corporation Trade $187,561 Regent/Cooper Lighting Trade $183,265 Quikrete Companies, The Trade $180,908 GE Consumer & Industrial Trade $180,361 Milwaukee Electric Tool Corp. Trade $179,787 HAWKER BEECHCRAFT: DIP Loans End Date Extended to Feb. 28 -------------------------------------------------------- Hawker Beechcraft, Inc., et al., reached an agreement with the lenders on a two and a half month extension of its DIP facility and thus asked the U.S. Bankruptcy Court for the Southern District of New York to authorize an amendments to the credit agreements.. Lenders led by Credit Suisse AG, Cayman Islands, Brand, as administrative agent and collateral agent, lenders agreed to make loans to the Debtors up to an aggregate of $400 million on a postpetition, secured basis. The DIP Credit Agreement was to terminate on Dec. 15, 2012. In anticipation of the Debtors' new anticipated emergence date, the Debtors began negotiations with the DIP Agent and the DIP Lenders to extend the termination date of the DIP Credit Agreement from Dec. 15, to Feb. 28, 2013. After extensive arm's-length negotiations, more than 90% of the DIP Lenders consented to the DIP Amendment. The salient terms of the DIP Amendment are: Scheduled Termination Date: The date will be extended from Dec. 15, to Feb. 28. Deadline for Confirmation of a Plan of Reorganization by the Court: The deadline will be extended from Dec. 15, to Jan. 31. Expenses: The Debtors will reimburse the DIP Agent for its reasonable, documented, out- of-pocket expenses in connection with the DIP Amendment. 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%. The Court approved the Disclosure Statement filed in connection with the company's Joint Plan of Reorganization. HCC CABINETS: Case Summary & Unsecured Creditor ----------------------------------------------- Debtor: HCC Cabinets Inc. 3810 Liberty Avenue North Bergen, NJ 07047 Bankruptcy Case No.: 13-10312 Chapter 11 Petition Date: January 7, 2013 Court: United States Bankruptcy Court District of New Jersey (Newark) Judge: Rosemary Gambardella Debtor's Counsel: Barry Scott Miller, Esq. 70 Clinton Avenue Newark, NJ 07114 Tel: (973) 216-7030 Fax: (973) 824-2446 E-mail: bmiller@barrysmilleresq.com Estimated Assets: $0 to $50,000 Estimated Debts: $1,000,001 to $10,000,000 In its list of 20 largest unsecured creditors, the Company placed only one entry: Entity Nature of Claim Claim Amount ------ --------------- ------------ Colfaxco Properties, L.P. $1,364,782 c/o Carlet, Garrison, Klein & Zaretsky 1135 Clifton Avenue POB 2666 Clifton, NJ 07015-2666 The petition was signed by Sergio A. Zequeria, president. HD SUPPLY: Had $639 Million Net Loss in Fiscal 2012 --------------------------------------------------- HD Supply, Inc., reported that for the 12 months ended Oct. 28, 2012, the Company generated $7.7 billion in net sales and $631 million of Adjusted EBITDA. The Company's results for the two months ended Dec. 23, 2012, reflect revenue of approximately $1.19 billion and Adjusted EBITDA of approximately $81 million. EBITDA, a measure used by management to evaluate operating performance, is defined as Net income (loss) less Income (loss) from discontinued operations, net of tax, plus (i) Interest expense and Interest income, net, (ii) Provision (benefit) for income taxes, and (iii) Depreciation and amortization. Adjusted EBITDA is defined as EBITDA adjusted to exclude non-cash items and certain other adjustments to Consolidated Net Income. The Company's results in November and December were driven in large part by strong performance of sales initiatives, particularly at Facilities Maintenance, Waterworks, Power Solutions and White Cap. The Company incurred a net loss of $639 million for the 12 months ended Oct. 28, 2012. For the two months ended Dec. 23, 2012, the Company incurred a net loss of $123 million, compared with a net loss of $104 million for the two months ended Dec. 25, 2011. A copy of the regulatory filing is available at: http://is.gd/XoM7ss 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. 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. * * * As reported by the TCR on Jan. 11, 2013, Moody's Investors Service upgraded HD Supply, Inc.'s ("HDS") corporate family rating to B3 from Caa1 and its probability of default rating to B3 from Caa1. "This rating action results from our expectations that HDS will refinance a significant portion of its senior subordinated notes due 2015, effectively extending the remainder of its maturities by at least two years to 2017," Moody's said. HD Supply carries a 'B' corporate credit rating, with negative outlook, from Standard & Poor's Ratings Services. HD SUPPLY: To Offer $650 Million of Senior Subordinated Notes ------------------------------------------------------------- HD Supply, Inc., intends to commence a private offering of $650,000,000 of Senior Subordinated Notes due 2021. There can be no assurance that the proposed offering of Notes will be completed. HD Supply intends to use the proceeds from the sale of the Notes to redeem a portion of its outstanding 13.5% Senior Subordinated Notes due 2015 and to pay related fees and expenses. The Notes will be offered in a private offering exempt from the registration requirements of the United States Securities Act of 1933, as amended. The Notes will be offered only to qualified institutional buyers pursuant to Rule 144A and to certain persons outside the United States pursuant to Regulation S, each under the Securities Act. The Notes will not be and have not been registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements. 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. 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. * * * As reported by the TCR on Jan. 11, 2013, Moody's Investors Service upgraded HD Supply, Inc.'s ("HDS") corporate family rating to B3 from Caa1 and its probability of default rating to B3 from Caa1. "This rating action results from our expectations that HDS will refinance a significant portion of its senior subordinated notes due 2015, effectively extending the remainder of its maturities by at least two years to 2017," Moody's said. HD Supply carries a 'B' corporate credit rating, with negative outlook, from Standard & Poor's Ratings Services. HD SUPPLY: Prices Offering of $950 Million Sr. Subordinated Notes ----------------------------------------------------------------- HD Supply, Inc., has priced a private offering of $950,000,000 of 10.50% Senior Subordinated Notes due 2021. The offering of Notes is expected to close on Jan. 16, 2013, and is subject to customary closing conditions. HD Supply intends to use the proceeds from the sale of the Notes to redeem all of its outstanding 13.5% Senior Subordinated Notes due 2015 at a price of 103.375% plus accrued and unpaid interest thereon to the redemption date and (together with cash on hand) to pay related fees and expenses. HD Supply issued a Notice of Conditional Full Redemption for the Senior Subordinated Notes. The redemption date is anticipated to be Feb. 8, 2013, and the redemption of the Senior Subordinated Notes is conditioned primarily on the closing of the offering of Notes. The Notes were offered in a private offering exempt from the registration requirements of the United States Securities Act of 1933, as amended. The Notes were offered only to qualified institutional buyers pursuant to Rule 144A and to certain persons outside the United States pursuant to Regulation S, each under the Securities Act. The Notes will not be and have not been registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements. 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. 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. * * * As reported by the TCR on Jan. 11, 2013, Moody's Investors Service upgraded HD Supply, Inc.'s ("HDS") corporate family rating to B3 from Caa1 and its probability of default rating to B3 from Caa1. This rating action results from our expectations that HDS will refinance a significant portion of its senior subordinated notes due 2015, effectively extending the remainder of its maturities by at least two years to 2017. HD Supply carries a 'B' corporate credit rating, with negative outlook, from Standard & Poor's Ratings Services. HELIX ENERGY: Moody's Corrects December 12 Rating Release --------------------------------------------------------- Moody's Investors Service issued a correction to the December 12, 2012 rating release of Helix Energy Solutions Group, Inc. Revised release follows: Moody's upgraded Helix's Corporate Family Rating (CFR) and Probability of Default Rating (PDR) to B1 from B2 and affirmed the senior secured bank credit facility rating at Ba2 and the senior unsecured rating at B3. Helix's Speculative Grade Liquidity Rating was raised to SGL-1 from SGL-2. The outlook is stable. "The upgrade reflects the recent steps Helix has taken to streamline its business plan and to increase its focus on the well intervention business," according to Stuart Miller, Moody's Vice President -- Senior Credit Officer. "As industry activity levels increase in the deep water and ultra-deepwater, Helix is well- positioned to be a direct beneficiary as a pioneer in the offshore well intervention space." RATINGS RATIONALE Helix's B1 CFR reflects the company's exposure to the cyclical oilfield services business as well as its exposure to commodity price cycles through its investment in oil and natural gas production. In the oilfield services business, Helix has significant earnings concentration within a finite group of assets that generate the majority of the company's oilfield services cash flow. This lack of asset diversity is mitigated by the company's very strong liquidity position and solid credit metrics. At September 30, Helix reported over $1 billion of available liquidity while Moody's expects Helix's ratio of debt to EBITDA to range between 2.0x and 2.5x through the end of 2013. In addition, Helix has a healthy backlog of demand for its major well intervention assets through the end of 2013 which should contribute to high utilization rates. Helix's recent announcement that it has agreed to sell its pipe lay vessels is viewed as a credit positive event. These vessels were under-utilized and the sales proceeds are expected to be invested in the company's more profitable well intervention and robotics businesses - areas with significant growth prospects. Helix's ratings also incorporate the uncertainty surrounding the possibility of a sale of its oil and gas business. Such a sale would result in a material reduction in EBITDA and would likely cause a concurrent increase in the company's debt to EBITDA ratio, although the impact of short term commodity price fluctuations would be greatly reduced. Helix's SGL-1 Speculative Grade Liquidity Rating reflects Moody's expectation for very good liquidity through the end of 2013. As of September 30, Helix had nearly $600 million in cash and about $450 million of availability under its $600 million revolving credit facility that matures in July 2015. Despite significant capital expenditure commitments in 2013, Moody's projects that Helix will be able operate within its cash flow and cash balances. Helix was comfortably in compliance with all of its maintenance covenants at September 30, and is projected to remain so for the next twelve to fifteen months. The credit facility is secured by essentially all of the company's assets. However, certain assets, including the pipe lay vessels being sold, are carved out as permitted asset sales which can provide an additional source of capital to repay debt and make investments in new well intervention assets. Moody's ratings outlook is stable. An upgrade would be considered once leverage is reduced to below 2.0x, a conservative level that is intended to offset the earnings concentration risk in the company's asset base. Should the company sell its oil and gas assets, it could be a trigger for an upgrade depending on the price received and if the proceeds are used to reduce term debt. Without the benefit of the more robust, but volatile, cashflow from the oil and gas business, Helix could be considered for an upgrade at a higher ratio of debt to EBITDA - perhaps at 3.5x which compares to Moody's pro forma estimate of 4.1x as of the end of September. Alternatively, a downgrade is possible if Helix's leverage increases from its current level of about 2.4x and exceeds 3.5x on a status quo basis. Assuming a sale of the oil and gas assets, Helix's remaining more durable cash flow could support a higher leverage ratio. However, leverage sustained above 4.5x would likely trigger a downgrade. Under Moody's Loss-Given-Default (LGD) methodology, Helix's senior secured bank debt is rated Ba2 (two notches above the B1 CFR) and the senior unsecured notes are rated B3 (two notches below the CFR). The double notching is caused by the magnitude of senior secured debt in relation to the amount of unsecured debt in the company's capital structure. As of September 30, Helix had $100 million drawn under its $600 million senior secured revolving credit facility and $369 million of senior secured term loans outstanding. This secured debt is structurally superior to the company's $275 million of senior unsecured notes and $358 million of convertible senior notes. The principal methodology used in rating Helix was the Global Oilfield Services Rating Methodology, published December 2009. Other methodologies used include Loss Given Default for Speculative Grade Issuers in the US, Canada, and EMEA, published June 2009. Helix Energy Solutions Group, Inc. is an offshore, oilfield service company headquartered in Houston, Texas. HILLTOP FARMS: Can Use First Bank Cash Collateral Until Feb. 28 --------------------------------------------------------------- The U.S. Bankruptcy Court for the District of South Dakota authorized Hilltop Farms, LLC, to use First Bank and Trust's cash collateral to make contract-for-deed payments. Use of the cash collateral is subject to these terms: 1) related entity Hilltop Dairy, LLP will file a chapter 11 petition in this district by Dec. 31, 2012, and Hilltop Dairy, LLP may pay a retainer, not to exceed $20,000 to attorney David C. McLaughlin; 2) the Debtor and Hilltop Dairy, LLP will each file a plan before Hilltop Dairy, LLP's original exclusivity period for filing a plan expires, mid-April 2013, and timely seek confirmation, and the Debtor will file and give notice of an appropriate motion seeking an extension of its exclusivity periods to mirror the exclusivity periods established in Hilltop Dairy, LLP's case; and 3) the bank will not freeze or offset any of Hilltop Dairy's accounts. The Court approved an agreement between the Debtor and the bank that authorized the Debtor's use of the bank's cash collateral until Feb. 28, 2013. Hilltop Dairy has consented to the parties' agreement. The Debtor and bank also reported they had an agreement for the Debtor's use of cash collateral on similar terms for March 1, 2013, through mid-April. About Hilltop Farms, LLC Elkton, South Dakota-based Hilltop Farms, LLC, owns properties in Brookings County, South Dakota. It filed a Chapter 11 petition (Bankr. D.S.D. Case No. 12-40768) on Nov. 2, 2012, in Sioux Falls, South Dakota. It disclosed assets of $13.1 million and $13.5 million in liabilities as of Nov. 2, 2012. Laura L. Kulm Ask, Esq., at Gerry & Kulm Ask, Prof LLC, serves as counsel to the Debtor. Judge Charles L. Nail, Jr., presides over the case. Daniel M. McDermott, U.S. Trustee for Region 12, was unable to form an official committee of unsecured creditors in the Debtor's case. HORNE INTERNATIONAL: Incurs $407,000 Net Loss in Sept. 23 Qtr. -------------------------------------------------------------- Horne International, Inc., filed with the U.S. Securities and Exchange Commission its quarterly report on Form 10-Q disclosing a net loss of $407,000 on $1 million of revenue for the three months ended Sept. 23, 2012, compared with a net loss of $315,000 on $1.46 million of revenue for the three months ended Sept. 25, 2011. For the nine months ended Sept. 23, 2012, the Company reported a net loss of $1.25 million on $3.40 million of revenue, compared with net income of $158,000 on $3.81 million of revenue for the nine months ended Sept. 25, 2011. The Company's balance sheet at Sept. 23, 2012, showed $997,000 in total assets, $2.66 million in total liabilities, and a $1.66 million total stockholders' deficit. A copy of the Form 10-Q is available for free at: http://is.gd/3VBmzz About Horne International Fairfax, Va.-based Horne International, Inc., is an engineering services company focused on provision of integrated, systems approach based solutions to the energy and environmental sectors. The Company reported a net and total comprehensive loss of $121,000 on $5.68 million of revenue for the 12 months ended Dec. 25, 2011, compared with a net and total comprehensive loss of $1.04 million on $3.43 million of revenue for the 12 months ended Dec. 26, 2010. In its audit report accompanying the 2011 financial statements, Stegman & Company, in Baltimore, Maryland, expressed substantial doubt as to the Company's ability to continue as a going concern. The independent auditors noted that the Company has experienced continuing net losses for each of the last four years and as of Dec. 25, 2011, current liabilities exceeded current assets by $900,000. HOSTESS BRANDS: Selects Flower Foods as Stalking Horse Bidder ------------------------------------------------------------- Hostess Brands Inc. on Jan. 11 disclosed that the Company has selected Flowers Foods, Inc. as the stalking horse bidder for the majority of the assets related to the Company's bread business, including the Butternut, Home Pride, Merita, Nature's Pride and Wonder brands. The agreement includes, in addition to the brands, 20 bakeries, 38 depots and other assets. The purchase price consists of $355 million in cash (increased to $360 million if certain license rights are included in the sale). The Company's remaining bread brands, as well as its snack cake business, will be sold separately. Hostess has also selected Flowers as the stalking horse bidder for the Company's Beefsteak bread brand. The purchase price consists of $30 million in cash for the brand. The transaction does not include facilities or additional assets. Hostess has requested that the U.S. Bankruptcy Court for the Southern District of New York authorize the Company to proceed with an auction with the two Flowers proposals as the stalking horse bids, provided the Company receives additional qualified bids. If approved, the stalking horse bids will serve as the opening bids in the auction. The final sales will be made to the highest and best bidders at the auction, subject to Court approval. "We are pleased with the Flowers offers and look forward to a robust auction process that will allow these iconic brands to continue and to maximize value for all of the Company's stakeholders," said Hostess Chairman and Chief Executive Officer Gregory F. Rayburn. "We also continue to negotiate with parties interested in purchasing our snack cake business and remaining bread brands and expect to select additional stalking horse bidders as soon as reasonably practicable." Hostess has asked the Court to order that the auction take place on February 28 and that a Court hearing to authorize the sale to the highest or otherwise best bidders commence on March 5. The schedule and the Flowers proposals are subject to Court approval. A hearing to consider approval of the bid procedures motions is scheduled for January 25. Hostess selected the Flowers bids after Perella Weinberg Partners, Hostess's financial advisor, conducted a bidding process that involved contacting 169 potentially interested parties, 87 of which signed confidentially agreements. Jones Day provided legal advice to Hostess on the transaction. Flowers was advised by Deutsche Bank and Kilpatrick Townsend. Flowers Foods' Statement One of the agreements provides for the purchase by Flowers of the Wonder, Nature's Pride, Merita, Home Pride and Butternut bread brands; 20 bakeries; and approximately 38 depots for a purchase price of $360 million. The other agreement provides for the purchase by Flowers of the Beefsteak brand for $30 million. The transactions are subject to a court-approved bankruptcy process being initiated by Hostess. If Flowers' "stalking horse" bids are approved by the bankruptcy court, the bids would then be subject to a competitive auction process to be held several weeks from now. The company would expect to close the transactions shortly following court approval if it is selected as the winning bidder. The transactions also are subject to regulatory clearance. Flowers Foods has previously stated its interest in acquiring certain Hostess assets should they become available. "This agreement is consistent with Flowers Foods' long-term growth objectives to reach significantly more of the U.S. population with its fresh breads, buns, and rolls," said George E. Deese, chairman and chief executive officer of Flowers Foods. "We believe these assets would enhance our ability, over time, to provide more U.S. consumers with quality baked foods at a good value through existing and new retail and foodservice customers." Based on the current bid price, Flowers Foods would expect the transactions to be accretive to earnings in 2013. Flowers Foods plans to finance the transactions through a mix of available cash on hand and debt. About Flowers Foods Headquartered in Thomasville, Ga., Flowers Foods, Inc. -- http://www.flowersfoods.com-- is the second-largest producer and marketer of packaged bakery foods for retail and foodservice customers in the United States with annual sales of more than $3 billion. Flowers operates 44 bakeries that produce a wide range of bakery products. These products currently are sold through a direct-store-delivery network with access to more than 70% of the U.S. population in the East, South, and Southwest as well as in certain markets in California. Select Flowers products are sold nationwide through customers' delivery systems. Among the company's top brands are Nature's Own and Tastykake. 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. HOSTESS BRANDS: Has Forbearance From DIP Lenders Until June 30 -------------------------------------------------------------- Hostess Brands, Inc., and its affiliated debtors have entered into a stipulation and consent order with Silver Point Finance, LLC, the administrative and collateral agent under the Debtor-in- Possession Credit, Guaranty and Security Agreement, dated as of Jan. 12, 2012. The DIP Facility was set to mature Jan. 12, 2013. An Event of Default will occur under the DIP Credit Agreement if the Loans are not paid in full on the Maturity Date. At the Debtors' request, the parties executed a Forbearance Agreement, wherein the DIP Agent agreed, at the direction of the Requisite Lenders, to forbear from exercising any rights and remedies against the Borrowers, the Guarantors or the Collateral under the DIP Credit Agreement, the other Credit Documents and/or applicable law solely in connection with the occurrence and continuance of the Potential Default. The Forbearance Agreement will terminate and be of no further force or effect at 10:00 am (EST) on the earlier of: (a) June 30, 2013; (b) subject to any relevant grace or cure periods set forth in the DIP Credit Agreement and/or the Final DIP Order, the date of the occurrence of any Event of Default other than the Potential Default to the extent such Event of Default has not been cured or waived in accordance with the DIP Credit Agreement and/or the Final DIP Order; (c) three Business Days after the date of the occurrence of any breach by any of the Borrowers or Guarantors of any material term, condition, covenant or agreement contained in the Final Winddown Order to the extent such breach has not been cured or waived in accordance with the Final Winddown Order during such three Business Day grace period; (d) three Business Days after the date of the occurrence of any breach by any of the Borrowers or Guarantors of any material term, condition, covenant or agreement to the extent such breach has not been cured or waived during such three Business Day grace period; or (e) the date on which any representation or warranty made by any of the Borrowers or Guarantors will prove to be untrue in any material respect. Brian S. Hermann, Esq., Alan W. Kornberg, Esq., and Diane Meyers, Esq., at Paul, Weiss, Rifkind, Wharton & Garrison LLP, represent Silver Point. 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. HOSTESS BRANDS: OK'd to Form Committee of Retired Employees ----------------------------------------------------------- The Hon. Robert D. Drain of the Bankruptcy Court for the Southern District of New York directed Hostess Brands, Inc., et al., to appoint a Committee of Retired Employees. According to the Debtors, retirees that are known by the Debtors to have been formerly represented by the IBT, BCT, IAM, IBFO, IUOE, OPEIU, RWDSU, UAW, UBCJA, UFCW and USW will be deemed to be represented by their respective Union as their authorized representative for purposes of Section 1114, and will not be a member of any Retiree Committee appointed in the cases without further order of the Court. The Debtors will also provide a list to the Unions of all former employees for whom the Debtors do not have records indicating which Union may have represented the employees. If a Union believes that it is the representative for any person on the Debtors' list, that Union must identify and advise the Debtors and the U.S. Trustee that it represents the persons. 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. HOSTESS BRANDS: Using Cash Collateral Until Jan. 25 Hearing ----------------------------------------------------------- The U.S. Bankruptcy Court for the Southern District of New York signed a stipulation and agreed order approving a consensual adjournment of the motion of Hostess Brands, Inc., et al., to use cash collateral of Ace American Insurance Company nunc pro tunc as of Nov. 1, 2012. The stipulation was entered between the Debtors and ACE American together with certain of its affiliates. The stipulation provides for, among other things: 1. The hearing with respect to the cash collateral motion will be adjourned until the omnibus hearing to be held on Jan. 25, 2013, at 10 a.m. 2. ACE's deadline to file an objection or otherwise respond to the cash collateral motion will be Jan. 18, at 4 p.m. 3. At the request of the Debtors, ACE agrees that from Nov. 12, 2012, until Jan. 25, ACE will use the ACE collateral to make deductible payments otherwise required of the Debtors under the ACE Insurance Program. 4. ESIS may continue to debit the Debtors' accounts in order to make payments on account of claims under the Debtors' self insured workers compensation programs and their general liability insurance program. 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. HOVNANIAN ENTERPRISES: State Street Discloses 12.2% Equity Stake ---------------------------------------------------------------- In an amended Schedule 13G filing with the U.S. Securities and Exchange Commission, State Street Corporation disclosed that, as of Dec. 31, 2012, it beneficially owns 14,625,137 shares of common stock of Hovnanian Enterprises Inc. representing 12.2% of the shares outstanding. SSGA Funds Management, Inc., beneficially owns 13,001,396 common shares as of that date. A copy of the filing is available for free at http://is.gd/8f1lWu About Hovnanian Enterprises Red Bank, New Jersey-based Hovnanian Enterprises, Inc. (NYSE: HOV) -- http://www.khov.com/-- founded in 1959 by Kevork S. Hovnanian, is one of the nation's largest homebuilders with operations in Arizona, California, Delaware, Florida, Georgia, Illinois, Kentucky, Maryland, Minnesota, New Jersey, New York, North Carolina, Ohio, Pennsylvania, South Carolina, Texas, Virginia and West Virginia. The Company's homes are marketed and sold under the trade names K. Hovnanian Homes, Matzel & Mumford, Brighton Homes, Parkwood Builders, Town & Country Homes, Oster Homes and CraftBuilt Homes. As the developer of K. Hovnanian's Four Seasons communities, the Company is also one of the nation's largest builders of active adult homes. For the 12 months ended Oct. 31, 2012, the Company reported a net loss of $66.19 million on $1.48 billion of total revenues, compared with a net loss of $286.08 million on $1.13 billion of total revenues for the same period a year ago. The Company's balance sheet at Oct. 31, 2012, showed $1.68 billion in total assets, $2.16 billion in total liabilities and a $485.34 million in total deficit. * * * As reported by the TCR on Nov. 7, 2012, Standard & Poor's Ratings Services raised its corporate credit rating on Hovnanian Enterprises Inc. to 'CCC+' from 'CCC-' and removed it from CreditWatch positive. "We raised our corporate credit rating to reflect operating performance that is better than we expected, resulting in narrowing pretax losses," said credit analyst George Skoufis. "It also reflects improved liquidity following the recent debt issuances that will extend the bulk of the company's 2016 maturities to 2020 and reduce its overall interest burden." In the Dec. 11, 2012, edtiiton of the TCR, Fitch Ratings has affirmed the ratings for Hovnanian Enterprises, Inc. (NYSE: HOV), including the company's Issuer Default Rating (IDR), at 'CCC'. The rating for HOV is influenced by the company's execution of its business model, land policies, and geographic, price point and product line diversity. The rating additionally reflects the company's liquidity position, substantial debt and high leverage. Hovnanian carries 'Caa2' corporate family and probability of default ratings from Moody's. Moody's said in April 2012 that the Caa2 corporate family rating reflects Hovnanian's elevated debt leverage weak gross margins, continued operating losses, negative cash flow generation, and Moody's expectation that the conditions in the homebuilding industry over the next one to two yeas will provide limited opportunities for improvement in the company's operating and financial metrics. In addition, the ratings consider Hovnanian's negative net worth position, which Moody's anticipates will be further weakened by continuing operating losses and impairment charges. As a result, adjusted debt leverage, currently standing at 149%, is likely to increase further. HYDROFLAME TECHNOLOGIES: Court Grants Relief from Involuntary ------------------------------------------------------------- The Hon. Douglas D. Dodd of the U.S. Bankruptcy Court for the Middle District of Louisiana granted Hydroflame Technologies, L.L.C., relief from the involuntary petition filed on Aug. 24, 2012, by James E. Landry, Mayuri Murugesu and Dinaker Deshini. Three employees sought to place Baton Rouge, Louisiana-based Hydroflame Technologies LLC in bankruptcy by filing an involuntary Chapter 11 petition (Bankr. M.D. La. Case No. 12-11250) on Aug. 24, 2012. Barry W. Miller, Esq., at Heller, Draper, Patrick & Horn, represent the petitioners. The petitioners assert roughly $23,000 in total claims for unpaid wages. The petitioners are James E. Landry of Lafayette, and Mayuri Murugesu and Dinaker Deshini of Baton Rouge. According to http://www.hydroflametech.com/HydroFlame Technologies LLC was established with the sole purpose of commercializing the HydroFlame novel direct contact combustion heat transfer process. In January 2007, a patent application was filed by HydroFlame Technologies in the United States and several other countries to protect the HydroFlame process. On Aug. 24, 2010, HydroFlame Technologies was issued the U.S. Patent No. 7,780,152 and granted a full 20 years of patent protection. The Mexican Patent No. 285319 was issued on April 1, 2011. The Debtor disclosed $1,213,384 in assets and $3,331,980 in liabilities as of the Chapter 11 filing. ICEWEB INC: Incurs $6.5-Mil. Net Loss in Fiscal 2012 ---------------------------------------------------- IceWEB, Inc., filed on Dec. 31, 2012, it annual report on Form 10-K for the fiscal year ended Sept. 30, 2012. D?Arelli Pruzansky, P.A., in Boca Raton, Florida, expressed substantial doubt about IceWEB's ability to continue as a going concern. The independent auditors noted that the Company had net losses of $6,485,048 for the year ended Sept. 30, 2012. The Company reported a net loss of $6.5 million on $2.6 million of sales in fiscal 2012, compared with a net loss of $4.7 million on $2.7 million of sales in fiscal 2011. The Company's balance sheet at Sept. 30, 2012, showed $2.1 million in total assets, $4.1 million in total current liabilities, and a shareholders' deficit of $2.0 million. A copy of the Form 10-K is available at http://is.gd/AA3lAQ Sterling, Va.-based IceWEB, Inc., manufactures and markets purpose-built appliances, network and cloud-attached storage solutions and delivers on-line cloud computing application services. The Company's customer base includes U.S. government agencies, enterprise companies, and small to medium sized businesses (SMB). INFINITY ENERGY: Reports $4.2 Million Net Income in 3rd Quarter --------------------------------------------------------------- Infinity Energy Resources, Inc., filed with the U.S. Securities and Exchange Commission its quarterly report on Form 10-Q disclosing net income of $4.18 million for the three months ended Sept. 30, 2012, compared with a net loss of $871,420 for the same period during the prior year. For the nine months ended Sept. 30, 2012, the Company reported net income of $3.42 million, compared with net a net loss of $2.92 million for the same period a year ago. The Company reported a net loss of $3.53 million in 2011, compared with a net loss of $3.77 million in 2010. The Company's balance sheet at Sept. 30, 2012, showed $4.44 million in total assets, $6.61 million in total liabilities, $12.13 million in redeemable, convertible preferred stock, and a $14.30 million total stockholders' deficit. A copy of the Form 10-Q is available for free at: http://is.gd/aqj0qO About Infinity Energy Overland Park, Kansas-based Infinity Energy Resources, Inc., and its subsidiaries, are engaged in the acquisition and exploration of oil and gas properties offshore Nicaragua in the Caribbean Sea. Following the 2011 results, Ehrhardt Keefe Steiner & Hottman PC, in Denver, Colorado, noted that the Company has suffered recurring losses and has a significant working capital deficit, which raises substantial doubt about its ability to continue as a going concern. INERGETICS INC: James DeLucia Named to Board of Directors --------------------------------------------------------- Inergetics, Inc., appointed James DeLucia, as a director of the Company, effective Dec. 26, 2012. Mr. DeLucia is the Founder, President and CEO of AR James Media, Inc., an award winning outdoor advertising and marketing firm that owns and operates over 1,000 billboards across the New York/New Jersey metro area. AR James Media specializes in the outdoor advertising business including transit shelters, junior billboards and various other "out-of-home" mediums including large format and digital. Mr. DeLucia oversees AR James Media's state and municipal programs including public biding and relationship management with various government officials. Mr. DeLucia started his career on the floor of the New York Mercantile Exchange in 1989. Mr. DeLucia became a member of two divisions of the Chicago Board of Trade, COMEX in 1992 and NYMEX in 1999. After experiencing success as a futures and options broker, Mr. DeLucia formed ALX Energy, Inc. ALX Energy, Inc., was the premier futures and options brokerage company for banks, hedge funds, utility companies and other large institutions. Mr. DeLucia's expert skills and knowledge led ALX to obtain the record for the most volume ever executed in the Natural Gas prop month close in the history of the contract. About Inergetics Paramus, N.J.-based Inergetics, Inc., formerly Millennium Biotechnologies Group, Inc., is a holding company for its subsidiary Millennium Biotechnologies, Inc. Millennium is a research based bio-nutraceutical corporation involved in the field of nutritional science. Millennium's principal source of revenue is from sales of its nutraceutical supplements, Resurgex Select(R) and Resurgex Essential(TM) and Resurgex Essential Plus(TM) which serve as a nutritional support for immuno-compromised individuals undergoing medical treatment for chronic debilitating diseases. Millennium has developed Surgex for the sport nutritional market. The Company's efforts going forward will focus on sales of Surgex in powder, bar and ready to drink forms. The Company's balance sheet at Sept. 30, 2012, showed $1.11 million in total assets, $6.99 million in total liabilities, and a $5.88 million total stockholders' deficit. "However, the Company has a working capital deficit, significant debt outstanding, incurred substantial net losses for the nine months ended September 30, 2012 and 2011 and has accumulated a deficit of approximately $81 million at September 30, 2012. The Company has not been able to generate sufficient cash from operating activities to fund its ongoing operations. There is no guarantee that the Company will be able to generate enough revenue and/or raise capital to support its operations in the future. These factors raise substantial doubt about the Company's ability to continue as a going concern," according to the Company's quarterly report for the period ended Sept. 30, 2012. INSPIREMD INC: Names Alan Milinazzo President and CEO ----------------------------------------------------- InspireMD, Inc., appointed Alan W. Milinazzo President, Chief Executive Officer, and a member of the board, effective Jan. 3, 2013. He replaces Ofir Paz who previously announced his intention to step down as Chief Executive Officer in September 2012 once a successor was named. Mr. Paz will continue to serve as a director. Mr. Milinazzo brings 15 years of experience in interventional cardiology to bear on InspireMD's commercial strategy and operations as it launches a major new embolic protection stent technology platform, initially for patients undergoing emergency coronary intervention for potentially fatal heart attacks. He was instrumental in the launch of ENDEAVOR, Medtronic's first drug eluting stent platform which has since generated more than $1 billion in revenue. He previously spent 12 years in executive positions at Boston Scientific Corporation, another major stent producer, serving as Vice President of Marketing at its $200 million SCIMED European unit, responsible for product launches, clinical programs and regulatory strategies. Mr. Milinazzo most recently served as President and Chief Executive Officer of Nasdaq-quoted Orthofix International, a position he was promoted to in 2006 after being hired a year earlier as Chief Operating Officer. During his tenure at Orthofix he transformed it into a category leader in novel spine and orthopedic stem cell therapy. Total company revenue grew from $300 million to $580 million and profits nearly doubled. "Alan brings an exceptional set of experiences to us as a proven executive in the medical device field, particularly as relates to interventional cardiology and stents specifically," said Sol J. Barer, PhD, Chairman of InspireMD. "He brings a long list of strategically and commercially important accomplishments as a public company executive, he has the right blend of domestic and international experience for a company with our opportunities and intentions, and a well-documented entrepreneurial drive that's critical to success in managing the evolving needs and challenges of an emerging company such as ours." "I am delighted to join the young, professional and dedicated management team at InspireMD which has brought the Company to the current point of launching a major new entry in interventional therapy," said Mr. Milinazzo. "InspireMD's technology platform can and will make important contributions in treating life threatening vascular disease, while producing outstanding returns to its investors." Under the Employment Agreement, Mr. Milinazzo is entitled to an annual base salary of at least $450,000. In conjunction with Mr. Milinazzo's appointments and InspireMD's intention to begin a registration trial for FDA approval of its currently CE-marked MGuard Embolic Protection Stent, the Company plans to establish a more formal operational presence in the U.S. A copy of the Form 8-K is available at http://is.gd/ozRzN5 About InspireMD InspireMD, Inc., was organized in the State of Delaware on Feb. 29, 2008, as Saguaro Resources, Inc., to engage in the acquisition, exploration and development of natural resource properties. On March 28, 2011, the Company changed its name from "Saguaro Resources, Inc." to "InspireMD, Inc." Headquartered in Tel Aviv, Israel, InspireMD, Inc., is a medical device company focusing on the development and commercialization of its proprietary stent platform technology, Mguard. MGuard provides embolic protection in stenting procedures by placing a micron mesh sleeve over a stent. The Company's initial products are marketed for use mainly in patients with acute coronary syndromes, notably acute myocardial infarction (heart attack) and saphenous vein graft coronary interventions (bypass surgery). The Company's balance sheet at Sept. 30, 2012, showed $13.6 million in total assets, $14.4 million in total liabilities, and a stockholders' deficit of $756,000. InspireMD reported a net loss of US$17.59 million on US$5.35 million of revenue for the year ended June 30, 2012, compared with a net loss of US$6.17 million on US$4.67 million of revenue during the prior year. Kesselman & Kesselman, in Tel Aviv, Israel, issued a "going concern" qualification on the consolidated financial statements for the year ended June 30, 2012. The independent auditors noted that the Company has had recurring losses, negative cash flows from operating activities and has significant future commitments that raise substantial doubt about its ability to continue as a going concern. The Company said the following statement in its quarterly report for the period ended Sept. 30, 2012: "Because we have had recurring losses and negative cash flows from operating activities and have significant future commitments, substantial doubt exists regarding our ability to remain in operation at the same level we are currently performing. Further, the report of Kesselman & Kesselman C.P.A.s (Isr.), our independent registered public accounting firm, with respect to our financial statements at June 30, 2012, Dec. 31, 2011. and 2010, and for the six month period ended June 30, 2012, and the years ended Dec. 31, 2011, 2010, and 2009, contains an explanatory paragraph as to our potential inability to continue as a going concern. Additionally, this may adversely affect our ability to obtain new financing on reasonable terms or at all." ISC8 INC: Incurs $19.7-Mil. Net Loss in Fiscal 2012 --------------------------------------------------- ISC8 Inc. filed on Dec. 28, 2012, its annual report on Form 10-K for the fiscal year ended Sept. 30, 2012. Squar, Milner, Peterson, Miranda & Williamson, LLP, in Newport Beach, California, expressed substantial doubt about ISC8 Inc.'s ability to continue as a going concern. The independent auditors noted that as of Sept. 30, 2012. the Company has negative working capital of $10.1 million and a stockholders? deficit of $35.4 million. The Company reported a net loss of $19.7 million on $4.2 million of revenues in fiscal 2012, compared with a net loss of $15.8 million on $5.2 million of revenues in fiscal 2011. The Company's balance sheet at Sept. 30, 2012, showed $6.1 million in total assets, $41.5 million in total liabilities, and a stockholders' deficit of $35.4 million. A copy of the Form 10-K is available at http://is.gd/0Od2gN Costa Mesa, California-based ISC8 Inc. is engaged in the design, development, manufacture and sale of a family of security products, consisting of cyber security solutions for commercial and U.S. government applications, secure memory products, some of which utilize technologies that the Company has pioneered for three-dimensional ("3-D") stacking of semiconductors, systems in a package ("Systems in a Package" or "SIP"), and anti-tamper systems. J AND Y INVESTMENT: Case Summary & 20 Largest Unsecured Creditors ----------------------------------------------------------------- Debtor: J and Y Investment, LLC 13714 SE 75th Street New Castle, WA 98059 Bankruptcy Case No.: 13-10218 Chapter 11 Petition Date: January 10, 2013 Court: U.S. Bankruptcy Court Western District of Washington (Seattle) Judge: Karen A. Overstreet Debtor's Counsel: Katriana L. Samiljan, Esq. BUSH STROUT & KORNFELD, LLP 601 Union Street, Suite 5000 Seattle, WA 98101 Tel: (206) 292-2110 E-mail: ksamiljan@bskd.com Scheduled Assets: $13,053,687 Scheduled Liabilities: $8,652,958 The petition was signed by Yong C. Kang, president of East of Cascade, Inc., manager. Debtor's List of Its 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Department of Revenue Sales Tax $23,032 Audit Division P.O. Box 4310 Bremerton, WA 98312-0310 First Western Properties - Commission $12,506 Tacoma, Inc. 6402 Tacoma Mall Boulevard Tacoma, WA 98409 XO Communications Early Contract $10,775 8851 Sandy Parkway Termination Sandy, UT 84070 Puget Sound Energy Utility/Service $7,854 Carrier Comm. Svc Hvac Service Agreement $7,254 Thyssenkrupp Elevator Corp. Elevator Service $3,790 Real Janitorial Service, Inc. -- $3,250 Waste Management -- $1,869 Federal Way Disposal Cedar River Glass Replacement $1,705 Scott K. Kang Payroll $1,620 Century Link Business Services Phone and internet $1,384 David S. Armeni Payroll $1,032 Plantscapes Landscaping $904 Excel Supply Company Janitorial Supplies $740 Hurley Williams & Cook PS -- $666 McKinstry Repairs $518 Justina Meinecke Payroll $300 Illumination Services LLC Lighting $142 US Bank Flex Perks Visa $139 Mountain Mist -- $124 JOURNAL REGISTER: Court Approves Feb. 15 Auction for Assets ----------------------------------------------------------- The Hon. Stuart M. Bernstein of the U.S. Bankruptcy Court for the Southern District of New York approved the bidding procedures for the sale of substantially all of Journal Register Company, et al.'s assets. The Court also determined the stalking horse bid of 21st CMH Acquisition Co. is a qualified bid, and 21st CMH will have the right to credit bid all or part of its prepetition secured claims at the auction. If, as of the bid deadline, the only qualified bid received by the Debtors is the Stalking horse bid, the debtors will not conduct the auction and will instead seek approval of the stalking horse bid at the sale hearing. The Court also approved this schedule: Bid Deadline: Feb. 11, 2013, at 4 p.m. Auction: Feb. 15, at 10 a.m., at the offices of Morgan, Lewis & Bockius LLP, 101 Park Avenue, New York City Objections: Feb. 14, at 5 p.m. Sale Hearing: Feb. 21 Cure Objection filed to the assumption and assignment of the Assigned Contracts: Feb. 8 A copy of the bidding procedures is available for free at http://bankrupt.com/misc/JOURNALREGISTER_sale_order.pdf Previous Objections Landlord 5 Hanover Square Property Investors II, LLC, in its objection, stated that certain portions of the Debtors' proposed bid and sale procedures take away a landlord's right to evaluate, and if appropriate, contest the ability of the successful bidder, to demonstrate that it can provide adequate assurance of future performance under real property leases. The Pension Benefit Guaranty Corporation, an agency of the U.S. Government and a creditor in the Debtors' cases, stated that the bidding motion fail to take into account that a prospective bidder may wish to assume the defined benefit pension plan sponsored by Debtors. Assumption of the pension plan may reduce claims against the Debtors' estates, and provide benefits to a successful bidder. About Journal Register Journal Register Company -- http://www.JournalRegister.com/-- is the publisher of the New Haven Register and other papers in 10 states, including Philadelphia, Detroit and Cleveland, and in upstate New York. The Company's more than 350 multi-platform products reach an audience of 21 million people each month. JRC is managed by Digital First Media and is affiliated with MediaNews Group, Inc., the nation's second largest newspaper company as measured by circulation. Journal Register, along with its affiliates, first filed for Chapter 11 bankruptcy protection (Bankr. S.D.N.Y. Case No. 09-10769) on Feb. 21, 2009. Attorneys at Willkie Farr & Gallagher LLP, served as counsel to the Debtors. Attorneys at Otterbourg, Steindler, Houston & Rosen, P.C., represented the official committee of unsecured creditors. Journal Register emerged from Chapter 11 protection under the terms of a pre-negotiated plan. Journal Register returned to bankruptcy (Bankr. S.D.N.Y. Lead Case No. 12-13774) on Sept. 5, 2012, to sell the business to 21st CMH Acquisition Co., an affiliate of funds managed by Alden Global Capital LLC. The deal is subject to higher and better offers. Journal Register exited the 2009 restructuring with $225 million in debt and with a legacy cost structure, which includes leases, defined benefit pensions and other liabilities that have become unsustainable and threatened the Company's efforts for a successful digital transformation. Journal Register managed to reduce the debt by 28% with the Company servicing in excess of $160 million of debt. Alden Global is the holder of two terms loans totaling $152.3 million. Alden Global acquired the stock and the term loans from lenders in Journal Register's prior bankruptcy. Journal Register disclosed total assets of $235 million and liabilities totaling $268.6 million as of July 29, 2012. This includes $13.2 million owing on a revolving credit to Wells Fargo Bank NA. Bankruptcy Judge Stuart M. Bernstein presides over the 2012 case. Neil E. Herman, Esq., Rachel Jaffe Mauceri, Esq., and Patrick D. Fleming, Esq., at Morgan, Lewis & Bockius, LLP; and Michael R. Nestor, Esq., Kenneth J. Enos, Esq., and Andrew L. Magaziner, Esq., at Young Conaway Stargatt & Taylor LLP, serve as the 2012 Debtors' counsel. SSG Capital Advisors, LLC, serves as financial advisors. American Legal Claims Services LLC acts as claims agent. The petition was signed by William Higginson, executive vice president of operations. Otterbourg, Steindler, Houston & Rosen, P.C., represents Wells Fargo. Akin, Gump, Strauss, Hauer & Feld LLP, represents the Debtors' Tranche A Lenders and Tranche B Lenders. Emmet, Marvin & Martin LLP, serves as counsel to Wells Fargo, in its capacity as Tranche A Agent and the Tranche B Agent. The Official Committee of Unsecured Creditors appointed in the case has retained Lowenstein Sandler PC as counsel and FTI Consulting, Inc. as financial advisor. JUDO ASSOCIATES: Case Summary & 8 Unsecured Creditors ----------------------------------------------------- Debtor: Judo Associates, LLC 335-341 Canal Street New York, NY 10013 Bankruptcy Case No.: 13-10071 Chapter 11 Petition Date: January 9, 2013 Court: United States Bankruptcy Court Southern District of New York (Manhattan) Judge: Sean H. Lane Debtor's Counsel: Salvatore LaMonica, Esq. LAMONICA HERBST & MANISCALCO 3305 Jerusalem Avenue Wantagh, NY 11793 Tel: (516) 826-6500 Fax: (516) 826-0222 E-mail: sl@lhmlawfirm.com Scheduled Assets: $1,230 Scheduled Liabilities: $9,395,598 A copy of the Company's list of its eight largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/nysb13-10071.pdf The petition was signed by Donald Fishoff, manager. K-V PHARMACEUTICAL: Panel Balks at Noteholders Security Claims -------------------------------------------------------------- The Official Committee of Unsecured Creditors in the Chapter 11 cases of K-V Discovery Solutions, Inc., et al., asks the U.S. Bankruptcy Court for the Southern District of New York to declare that the senior noteholders did not have a security interest in the Makena Assets -- the right, title and interest to the pharmaceutical product Makena(TM) (hydroxyprogesterone caproate injection -- as of the Petition Date. According to the Committee, the senior noteholders contended that they had been granted a security interest in virtually all assets relating to Makena when the senior notes were issued in March 2011. The Committee is proceeding by motion, rather than initiating an adversary proceeding, pursuant to the terms of the DIP order. A hearing on Jan. 23, 2013, at 11 a.m. has been set. Objections, if any, are due Jan. 14, at 4 p.m. 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. The Plan provides that in full satisfaction, settlement, release and discharge of the Allowed DIP Claims, on the Effective Date, all Allowed DIP Claims will be paid in full in cash on the Effective Date from the proceeds of the New First Lien Term Loan. KENNEDY BROTHERS: Case Summary & 20 Largest Unsecured Creditors --------------------------------------------------------------- Debtor: Kennedy Brothers Contracting, Inc. P.O. Box 1287 Huntsville, AL 35807 Bankruptcy Case No.: 13-80049 Chapter 11 Petition Date: January 7, 2013 Court: United States Bankruptcy Court Northern District of Alabama (Decatur) Judge: Jack Caddell Debtor's Counsel: Mary Rebecca Hill, Esq. Stuart M. Maples, Esq. MAPLES AND RAY, P.C. 401 Holmes Avenue NE Suite H Huntsville, AL 35801 Tel: (256) 489-9779 Fax: (256) 489-9720 E-mail: rhill@maplesandray.com smaples@maplesandray.com Estimated Assets: $100,001 to $500,000 Estimated Debts: $1,000,001 to $10,000,000 A list of the Company's 20 largest unsecured creditors, filed together with the petition, is available for free at http://bankrupt.com/misc/alnb13-80049.pdf The petition was signed by Jeff Kennedy, owner/president. KKR FINANCIAL: Fitch to Rate Preferred Stock Issuance at 'BB+' -------------------------------------------------------------- Fitch Ratings expects to rate KKR Financial Holdings LLC's cumulative perpetual preferred stock issuance 'BB+'. The preferred issuance will be callable after a period of five years and will be structurally subordinate to subordinated debt. Proceeds are expected to be used for general corporate purposes, including payments made in connection with the repurchase, redemption, or conversion of its outstanding senior indebtedness. Fitch expects to assign the issuance 50% equity credit. At Sept. 30, 2012, KFN's holding company recourse leverage was 0.45x, in-line with Fitch's expectations. With this preferred issuance, leverage will increase modestly, but is expected to remain well below management's articulated ceiling of 1.0x. RATING DRIVERS AND SENSITIVITIES The Stable Outlook reflects Fitch's expectation that KFN will continue to report stable asset quality and relatively consistent core operating performance over the intermediate term, while maintaining low leverage and solid liquidity, even with potential declines in the fair value of portfolio investments given volatility in the capital markets. The Outlook also incorporates the expectation that KKR's willingness and ability to support KFN, as needed, will remain unchanged. Positive rating momentum could result from declines in leverage, improved funding flexibility, and stronger liquidity. Conversely, holding-company leverage above 1.0x, deterioration in asset quality, weaker core earnings performance, outsized portfolio losses, declines in liquidity, and/or a change in Fitch's view of the relationship between KFN and KKR could yield negative rating actions. KFN is a specialty finance company that invests in financial assets, including below investment-grade corporate debt, natural resources, real estate, marketable equity securities, and private equity, with the goal of generating both current income and capital appreciation. The company completed its initial public offering in 2005 and trades on the NYSE under the ticker KFN. KFN is externally managed and advised by KKR Financial Advisors LLC (KFA), a wholly owned subsidiary of KKR Asset Management LLC (KAM), which is a wholly owned subsidiary of KKR & Co. L.P. KFA receives a monthly base management fee equal to 1/12 of KFN equity, as defined by its management agreement, multiplied by 1.75%, in addition to a quarterly incentive fee, if return hurdles are met. Fitch expects to assign the following rating: KKR Financial Holdings LLC -- Preferred Stock at 'BB+'. Existing ratings for KFN are as follows: KKR Financial Holdings LLC -- Long-term Issuer Default Rating (IDR) at 'BBB'; -- Unsecured debt rating at 'BBB'. The Rating Outlook is Stable. KODIAK OIL: Moody's Assigns 'B3' Rating to Sr. Unsecured Notes -------------------------------------------------------------- Moody's Investors Service assigned a B3 rating to Kodiak Oil & Gas Corp.'s (Kodiak) senior unsecured notes due 2021. Note proceeds will be used to repay borrowings outstanding under Kodiak's first lien credit agreement. The outlook is stable. "The notes offering will provide additional liquidity for the funding of Kodiak's continuing development and production growth in the Bakken Shale," commented Andrew Brooks, Moody's Vice President. "With oil comprising over 80% of production, Kodiak is well placed to convert high oil prices into high cash margins, and the company's acreage in the Bakken provides Kodiak with substantial drilling potential for continued profitable growth." Ratings assigned: Senior Unsecured Notes Rating, assigned B3, LGD4 (67%) RATINGS RATIONALE The B3 rating on the proposed $300 million of senior notes reflects both the overall probability of default of Kodiak, to which Moody's assigns a PDR of B2, and a loss given default of LGD4 (67%). Kodiak's senior unsecured notes are subordinate to its $450 million secured revolving credit facility's potential priority claim to the company's assets. The size of the potential claims relative to Kodiak's outstanding senior unsecured notes results in the notes being rated one-notch below the B2 Corporate Family Rating (CFR) under Moody's Loss Given Default Methodology. Kodiak's B2 CFR reflects its emergence as a rapidly growing moderately-sized oil producer in the prolific Bakken Shale, its high quality asset base extensively weighted to crude oil and the generous cash margins that its oil production enjoys. Well completion setbacks experienced earlier in 2012 appear to have been successfully remediated. The rating is restrained by Kodiak's high debt leverage, which at September 30 exceeded $80,000 per Boe of average daily production, although based on third quarter run rate production volumes leverage would approximate $59,000 per Boe. While Kodiak continues to outspend internally generated cash during this growth phase, relative leverage measures are likely to improve as crude oil production climbs. Kodiak produced for sale 15.9 mBoe per day of hydrocarbons in 2012's third quarter, with crude oil comprising over 88% of its salable production. The company expects a fourth quarter 2012 exit rate of 27 mBoe per day , and 2013 production to average 29 -- 31 mBoe per day. At June 30, 2012, Kodiak's proved reserves totaled 70.1 million Boe (86% oil, 40% proved developed) reflecting a 76% increase over year-end 2011 levels. Its 60% Proved Undeveloped Reserves (PUDs) provide substantial drilling upside, and with Bakken costs moderating and infrastructure bottlenecks subsiding Moody's expects a continuation of strong cash margins with a leveraged full-cycle ratio exceeding 2x reflected in ongoing production gains. Moody's expects Kodiak to have adequate liquidity through 2013, as reflected by its SGL-3 Speculative Grade Liquidity rating. At September 30, 2012, Kodiak had $115 million borrowed under its secured borrowing base revolving credit facility, whose commitment was increased from $375 million to the full amount of its $450 million borrowing base at year-end 2012. Kodiak's funds from operations and revolving credit availability should adequately cover 2013's $775 million capital spending budget. The revolver requires Kodiak to maintain debt to EBITDAX of no more than 4.25x, which at September 30 was 3.26x. The stable outlook reflects Moody's view that Kodiak's production will grow to a sustainable level approaching 30 mBoe per day in 2013 with negative free cash flow diminishing over the course of the year. An upgrade could be considered if Kodiak reduces financial leverage below $40,000 per Boe of average daily production while attaining sustained production in excess of 35 mBoe per day and maintaining a leveraged full-cycle ratio above 2.25x. A downgrade could be considered if Kodiak re-encounters well completion issues that result in stagnating production, should improvements in relative debt leverage be reversed or should it's leveraged full-cycle ratio drop below 1.5x. The principal methodology used in rating Kodiak was the Global Independent Exploration and Production Industry Methodology published in December 2011. Other methodologies used include Loss Given Default for Speculative-Grade Non-Financial Companies in the U.S., Canada and EMEA published in June 2009. Kodiak Oil & Gas is an independent exploration and production company headquartered in Denver, Colorado. KODIAK OIL: S&P Rates New $300MM Senior Unsecured Notes 'B-' ------------------------------------------------------------ Standard & Poor's Ratings Services affirmed its 'B-' senior unsecured debt issue rating on Denver-based Kodiak Oil & Gas, and at the same time assigned its 'B-' issue rating (one notch lower than the corporate credit rating) to the company's proposed $300 million senior unsecured notes due 2021. The senior unsecured recovery rating is '5', indicating S&P's expectation of modest (10% to 30%) recovery in the event of a payment default. The 'B' corporate credit rating on Kodiak and positive outlook are unaffected. The exploration and production company intends to use proceeds to refinance borrowings under its credit facility. The ratings on Kodiak Oil & Gas reflect S&P's view of its "aggressive" financial risk profile, "vulnerable" business risk profile, and "adequate" liquidity assessment. These assessments reflect the company's relatively small asset base and production levels, lack of geographical diversification, and high spending levels in excess of projected operating cash flows. In addition, S&P's assessment also includes the company's significant exposure to strong crude oil prices, a favorable cost structure, and a solid resource play acreage position. RATINGS LIST Kodiak Oil & Gas Corporate credit rating B/Positive/-- Senior unsecured debt rating B- Recovery rating 5 New Ratings Proposed $300MM sr unsecd notes due 2021 B- Recovery rating 5 LAUREATE EDUCATION: Moody's Says Incremental Loan Credit Neg. ------------------------------------------------------------- Moody's Investors Service on Jan. 10 said that Laureate Education, Inc.'s plan to issue a $250 million incremental senior secured term loan due 2018 is a credit negative, but does not impact the company's B2 corporate family rating, instrument ratings, or the stable ratings outlook. Laureate Education, Inc. is based in Baltimore, Maryland, and operates a leading international network of accredited campus- based and online universities with more than 60 institutions in 24 countries, offering academic programs to approximately 700,000 students through over 100 campuses and online delivery. Laureate had revenues of approximately $3.4 billion for the twelve months ended September 30, 2012. LEHMAN BROTHERS: Asks for Court to Block Government Taxes on Deals ------------------------------------------------------------------ Lehman Brothers Holdings Inc. asked Judge James Peck of the U.S. Bankruptcy Court for the Southern District of New York to block governments from taking taxes on any deals it strikes with buyers. The court order sought by the company would direct any government agency to accept any action or document tied to the company's Chapter 11 plan without seeking taxes of any kind. Such an order would give buyers assurances that Lehman's transactions are free from government intervention, the company said in a court filing. Lehman is also asking the bankruptcy judge to free it from sticking to a fixed schedule for paying creditors, according to the court filing. Chip Bowles -- cbowles@bgdlegal.com -- a bankruptcy lawyer with Kentucky-based Bingham Greenebaum Doll LLP, said Lehman's claim to be immune from taxes will draw a "counter-argument" from governments seeking revenue partly because of the scale of its liquidation, according to a January 8 report by Bloomberg News. "Governments will certainly object as, given the current economic situation of most state and local governments, tax dollars are very precious," Bloomberg quoted Mr. Bowles as saying. Mr. Bowles further said that Lehman is claiming that any asset sales or transfers made now are protected under its plan even though it is no longer in bankruptcy, and that the governments might argue that the sales are taxable deals occurring long after the plan won court approval. "Lehman should not have an unlimited ability to sell or transfer assets after a bankruptcy plan is confirmed without paying taxes," Bloomberg News quoted Mr. Bowles as saying. Objections to Lehman's request must be filed by January 23. A court hearing is set for January 30. Lehman, which is selling assets to pay creditors another $32 billion by 2016, emerged from bankruptcy protection early last year. Since then, it has paid creditors almost $33 billion or about 9 cents on the dollar, according to the report. Among deals that will help Lehman to raise cash for payment to creditors is the sale of Archstone Enterprise LP, the company's biggest property holding. Under the $6.5 billion deal, Lehman will receive nearly $2.69 billion in cash plus 34.5 million shares of Equity Residential's stock and 14.9 million shares of AvalonBay Communities Inc.'s stock that are worth about $3.8 billion combined. The company will have a 13.2% stake in AvalonBay and 9.8% stake in Equity Residential after the deal. The deal, which includes $9.5 billion in Archstone's debt, is expected to go through as there are no financing contingencies and does not face a shareholder vote at AvalonBay or Equity Residential. About Lehman Brothers Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was the fourth largest investment bank in the United States. For more than 150 years, Lehman Brothers has been a leader in the global financial markets by serving the financial needs of corporations, governmental units, institutional clients and individuals worldwide. Lehman Brothers filed for Chapter 11 bankruptcy Sept. 15, 2008 (Bankr. S.D.N.Y. Case No. 08-13555). Lehman's bankruptcy petition disclosed US$639 billion in assets and US$613 billion in debts, effectively making the firm's bankruptcy filing the largest in U.S. history. Several other affiliates followed thereafter. Affiliates Merit LLC, LB Somerset LLC and LB Preferred Somerset LLC sought for bankruptcy protection in December 2009. The Debtors' bankruptcy cases are handled by Judge James M. Peck. Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife, Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil, Gotshal & Manges, LLP, in New York, represent Lehman. Epiq Bankruptcy Solutions serves as claims and noticing agent. Dennis F. Dunne, Esq., Evan Fleck, Esq., and Dennis O'Donnell, Esq., at Milbank, Tweed, Hadley & McCloy LLP, in New York, serve as counsel to the Official Committee of Unsecured Creditors. Houlihan Lokey Howard & Zukin Capital, Inc., is the Committee's investment banker. On Sept. 19, 2008, the Honorable Gerard E. Lynch of the U.S. District Court for the Southern District of New York, entered an order commencing liquidation of Lehman Brothers, Inc., pursuant to the provisions of the Securities Investor Protection Act (Case No. 08-CIV-8119 (GEL)). James W. Giddens has been appointed as trustee for the SIPA liquidation of the business of LBI. The Bankruptcy Court approved Barclays Bank Plc's purchase of Lehman Brothers' North American investment banking and capital markets operations and supporting infrastructure for US$1.75 billion. Nomura Holdings Inc., the largest brokerage house in Japan, purchased LBHI's operations in Europe for US$2 plus the retention of most of employees. Nomura also bought Lehman's operations in the Asia Pacific for US$225 million. Lehman emerged from bankruptcy protection on March 6, 2012, more than three years after it filed the largest bankruptcy in U.S. history. The Chapter 11 plan for the Lehman companies other than the broker was confirmed in December 2011. Lehman made its first payment of $22.5 billion to creditors in April 2012 and a second payment of $10.2 billion on Oct. 1. A third distribution is set for around March 30, 2013. The brokerage is yet to make a first distribution to non-customers. Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by Lehman Brothers Holdings, Inc., and other insolvency and bankruptcy proceedings undertaken by its affiliates. (http://bankrupt.com/newsstand/or 215/945-700) LEHMAN BROTHERS: CIBC Paying $149.5-Mil. to Settle Claim -------------------------------------------------------- Canadian Imperial Bank of Commerce has agreed to pay US$149.5 million to settle a claim with the Lehman Brothers estate, the Huffington Post Canada reported on Dec. 31. The claims were filed against CIBC and other financial institutions in September 14, 2010. Lehman asserted the Toronto- based bank was obliged to honor a commitment made under an agreement prior to its bankruptcy filing. Lehman, under the complaint, sued to recover more than $3 billion it said it had been deprived of due to its Chapter 11 filing. CIBC originally reduced its obligation to zero and recognized a US$841 million gain after Lehman filed for bankruptcy in September 2008, when it had reduced to zero its financial commitment related to a note issued by the CDO, according to the Huffington Post report. CIBC has said in regulatory filings that Lehman was the guarantor of a related credit default swap agreement. Lehman, according to Reuters, sought to hold CIBC responsible for much of the more than $1.3 billion due under an agreement requiring the Canadian bank to cover payment shortfalls tied to a large CDO transaction. In addition, Lehman contended its contracts gave it senior payment priority, but that the bankruptcy caused it to be improperly replaced with junior payment priority. The case is Lehman Brothers Special Financing Inc. v. Bank of America NA et al, U.S. Bankruptcy Court, Southern District of New York, No. 10-ap-03547. The main bankruptcy case is In re: Lehman Brothers Holdings Inc. in the same court, No. 08-13555. About Lehman Brothers Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was the fourth largest investment bank in the United States. For more than 150 years, Lehman Brothers has been a leader in the global financial markets by serving the financial needs of corporations, governmental units, institutional clients and individuals worldwide. Lehman Brothers filed for Chapter 11 bankruptcy Sept. 15, 2008 (Bankr. S.D.N.Y. Case No. 08-13555). Lehman's bankruptcy petition disclosed US$639 billion in assets and US$613 billion in debts, effectively making the firm's bankruptcy filing the largest in U.S. history. Several other affiliates followed thereafter. Affiliates Merit LLC, LB Somerset LLC and LB Preferred Somerset LLC sought for bankruptcy protection in December 2009. The Debtors' bankruptcy cases are handled by Judge James M. Peck. Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife, Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil, Gotshal & Manges, LLP, in New York, represent Lehman. Epiq Bankruptcy Solutions serves as claims and noticing agent. Dennis F. Dunne, Esq., Evan Fleck, Esq., and Dennis O'Donnell, Esq., at Milbank, Tweed, Hadley & McCloy LLP, in New York, serve as counsel to the Official Committee of Unsecured Creditors. Houlihan Lokey Howard & Zukin Capital, Inc., is the Committee's investment banker. On Sept. 19, 2008, the Honorable Gerard E. Lynch of the U.S. District Court for the Southern District of New York, entered an order commencing liquidation of Lehman Brothers, Inc., pursuant to the provisions of the Securities Investor Protection Act (Case No. 08-CIV-8119 (GEL)). James W. Giddens has been appointed as trustee for the SIPA liquidation of the business of LBI. The Bankruptcy Court approved Barclays Bank Plc's purchase of Lehman Brothers' North American investment banking and capital markets operations and supporting infrastructure for US$1.75 billion. Nomura Holdings Inc., the largest brokerage house in Japan, purchased LBHI's operations in Europe for US$2 plus the retention of most of employees. Nomura also bought Lehman's operations in the Asia Pacific for US$225 million. Lehman emerged from bankruptcy protection on March 6, 2012, more than three years after it filed the largest bankruptcy in U.S. history. The Chapter 11 plan for the Lehman companies other than the broker was confirmed in December 2011. Lehman made its first payment of $22.5 billion to creditors in April 2012 and a second payment of $10.2 billion on Oct. 1. A third distribution is set for around March 30, 2013. The brokerage is yet to make a first distribution to non-customers. Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by Lehman Brothers Holdings, Inc., and other insolvency and bankruptcy proceedings undertaken by its affiliates. (http://bankrupt.com/newsstand/or 215/945-700) LEHMAN BROTHERS: Citi Withdraws Citi Motion After Settlement ------------------------------------------------------------ Citigroup and Lehman Brothers Inc.'s trustee inked an agreement, which calls for the withdrawal of Citigroup's motion related to their dispute over $1 billion in collateral. In the motion, Citibank sought to exercise rights in deposit accounts. The agreement, which needs court approval, came after the U.S. Bankruptcy Court in Manhattan approved a deal to settle the dispute, under which Citigroup was forced to pay $360 million to the Lehman brokerage and forgo its claim to $75 million. The agreement dated January 7 is available without charge at http://is.gd/YNyaCz The Lehman brokerage made a deposit of more than $1 billion in its last week of operations in exchange for the services provided by Citigroup. In 2011, the trustee sued Citigroup to recover the deposit, which he said should be part of an asset pool to be distributed among creditors. Citigroup opposed the trustee's claims, saying it has the right to keep the $1 billion under the "safe harbor" law, which shields some financial transactions from being included in the pool of assets divided among creditors when a company files for bankruptcy protection. About Lehman Brothers Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was the fourth largest investment bank in the United States. For more than 150 years, Lehman Brothers has been a leader in the global financial markets by serving the financial needs of corporations, governmental units, institutional clients and individuals worldwide. Lehman Brothers filed for Chapter 11 bankruptcy Sept. 15, 2008 (Bankr. S.D.N.Y. Case No. 08-13555). Lehman's bankruptcy petition disclosed US$639 billion in assets and US$613 billion in debts, effectively making the firm's bankruptcy filing the largest in U.S. history. Several other affiliates followed thereafter. Affiliates Merit LLC, LB Somerset LLC and LB Preferred Somerset LLC sought for bankruptcy protection in December 2009. The Debtors' bankruptcy cases are handled by Judge James M. Peck. Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife, Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil, Gotshal & Manges, LLP, in New York, represent Lehman. Epiq Bankruptcy Solutions serves as claims and noticing agent. Dennis F. Dunne, Esq., Evan Fleck, Esq., and Dennis O'Donnell, Esq., at Milbank, Tweed, Hadley & McCloy LLP, in New York, serve as counsel to the Official Committee of Unsecured Creditors. Houlihan Lokey Howard & Zukin Capital, Inc., is the Committee's investment banker. On Sept. 19, 2008, the Honorable Gerard E. Lynch of the U.S. District Court for the Southern District of New York, entered an order commencing liquidation of Lehman Brothers, Inc., pursuant to the provisions of the Securities Investor Protection Act (Case No. 08-CIV-8119 (GEL)). James W. Giddens has been appointed as trustee for the SIPA liquidation of the business of LBI. The Bankruptcy Court approved Barclays Bank Plc's purchase of Lehman Brothers' North American investment banking and capital markets operations and supporting infrastructure for US$1.75 billion. Nomura Holdings Inc., the largest brokerage house in Japan, purchased LBHI's operations in Europe for US$2 plus the retention of most of employees. Nomura also bought Lehman's operations in the Asia Pacific for US$225 million. Lehman emerged from bankruptcy protection on March 6, 2012, more than three years after it filed the largest bankruptcy in U.S. history. The Chapter 11 plan for the Lehman companies other than the broker was confirmed in December 2011. Lehman made its first payment of $22.5 billion to creditors in April 2012 and a second payment of $10.2 billion on Oct. 1. A third distribution is set for around March 30, 2013. The brokerage is yet to make a first distribution to non-customers. Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by Lehman Brothers Holdings, Inc., and other insolvency and bankruptcy proceedings undertaken by its affiliates. (http://bankrupt.com/newsstand/or 215/945-700) LEHMAN BROTHERS: Court OKs Fee Requests of Bortstein, et al. ------------------------------------------------------------ The U.S. Bankruptcy Court in Manhattan approved the applications for final allowance of fees and reimbursement of expenses of these bankruptcy professionals hired in connection with Lehman Brothers Holdings Inc.'s Chapter 11 case: Professional Period Fees Expenses ------------ ------ -------- -------- Bortstein Legal LLC 09/15/08 to $4,171,275 $0 03/06/12 Bracewell & Giuliani LLP 09/15/08 to $194,370 $0 03/06/12 Dechert LLP 09/15/08 to $8,245,422 $20 03/06/12 Hardinger & Tanenholz LLP 09/15/08 to $1,211,383 $572 03/06/12 Krebsbach & Snyder PC 09/15/08 to $797,683 $1,746 03/06/12 Momo-o Matsuo & Namba 09/15/08 to $758,456 $0 03/06/12 MMOR Consulting Inc. 09/15/08 to $1,051,407 $0 03/06/12 About Lehman Brothers Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was the fourth largest investment bank in the United States. For more than 150 years, Lehman Brothers has been a leader in the global financial markets by serving the financial needs of corporations, governmental units, institutional clients and individuals worldwide. Lehman Brothers filed for Chapter 11 bankruptcy Sept. 15, 2008 (Bankr. S.D.N.Y. Case No. 08-13555). Lehman's bankruptcy petition disclosed US$639 billion in assets and US$613 billion in debts, effectively making the firm's bankruptcy filing the largest in U.S. history. Several other affiliates followed thereafter. Affiliates Merit LLC, LB Somerset LLC and LB Preferred Somerset LLC sought for bankruptcy protection in December 2009. The Debtors' bankruptcy cases are handled by Judge James M. Peck. Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife, Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil, Gotshal & Manges, LLP, in New York, represent Lehman. Epiq Bankruptcy Solutions serves as claims and noticing agent. Dennis F. Dunne, Esq., Evan Fleck, Esq., and Dennis O'Donnell, Esq., at Milbank, Tweed, Hadley & McCloy LLP, in New York, serve as counsel to the Official Committee of Unsecured Creditors. Houlihan Lokey Howard & Zukin Capital, Inc., is the Committee's investment banker. On Sept. 19, 2008, the Honorable Gerard E. Lynch of the U.S. District Court for the Southern District of New York, entered an order commencing liquidation of Lehman Brothers, Inc., pursuant to the provisions of the Securities Investor Protection Act (Case No. 08-CIV-8119 (GEL)). James W. Giddens has been appointed as trustee for the SIPA liquidation of the business of LBI. The Bankruptcy Court approved Barclays Bank Plc's purchase of Lehman Brothers' North American investment banking and capital markets operations and supporting infrastructure for US$1.75 billion. Nomura Holdings Inc., the largest brokerage house in Japan, purchased LBHI's operations in Europe for US$2 plus the retention of most of employees. Nomura also bought Lehman's operations in the Asia Pacific for US$225 million. Lehman emerged from bankruptcy protection on March 6, 2012, more than three years after it filed the largest bankruptcy in U.S. history. The Chapter 11 plan for the Lehman companies other than the broker was confirmed in December 2011. Lehman made its first payment of $22.5 billion to creditors in April 2012 and a second payment of $10.2 billion on Oct. 1. A third distribution is set for around March 30, 2013. The brokerage is yet to make a first distribution to non-customers. Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by Lehman Brothers Holdings, Inc., and other insolvency and bankruptcy proceedings undertaken by its affiliates. (http://bankrupt.com/newsstand/or 215/945-700) LEHMAN BROTHERS: Brown Rudnick Allowed to Set Off From Retainer --------------------------------------------------------------- The trustee liquidating Lehman Brothers Inc.'s assets inked an agreement with Brown Rudnick LLP to lift the automatic stay that was imposed as a result of the filing of the brokerage's liquidation case. The agreement, which needs court approval, permits Brown Rudnick to set off $25,678 in claims against the retainer held by the firm. The deal requires the firm to turn over the remaining amount of money to the Lehman trustee. A copy of the agreement is available without charge at http://bankrupt.com/misc/LBHI_StipBrownSetoff.pdf About Lehman Brothers Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was the fourth largest investment bank in the United States. For more than 150 years, Lehman Brothers has been a leader in the global financial markets by serving the financial needs of corporations, governmental units, institutional clients and individuals worldwide. Lehman Brothers filed for Chapter 11 bankruptcy Sept. 15, 2008 (Bankr. S.D.N.Y. Case No. 08-13555). Lehman's bankruptcy petition disclosed US$639 billion in assets and US$613 billion in debts, effectively making the firm's bankruptcy filing the largest in U.S. history. Several other affiliates followed thereafter. Affiliates Merit LLC, LB Somerset LLC and LB Preferred Somerset LLC sought for bankruptcy protection in December 2009. The Debtors' bankruptcy cases are handled by Judge James M. Peck. Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife, Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil, Gotshal & Manges, LLP, in New York, represent Lehman. Epiq Bankruptcy Solutions serves as claims and noticing agent. Dennis F. Dunne, Esq., Evan Fleck, Esq., and Dennis O'Donnell, Esq., at Milbank, Tweed, Hadley & McCloy LLP, in New York, serve as counsel to the Official Committee of Unsecured Creditors. Houlihan Lokey Howard & Zukin Capital, Inc., is the Committee's investment banker. On Sept. 19, 2008, the Honorable Gerard E. Lynch of the U.S. District Court for the Southern District of New York, entered an order commencing liquidation of Lehman Brothers, Inc., pursuant to the provisions of the Securities Investor Protection Act (Case No. 08-CIV-8119 (GEL)). James W. Giddens has been appointed as trustee for the SIPA liquidation of the business of LBI. The Bankruptcy Court approved Barclays Bank Plc's purchase of Lehman Brothers' North American investment banking and capital markets operations and supporting infrastructure for US$1.75 billion. Nomura Holdings Inc., the largest brokerage house in Japan, purchased LBHI's operations in Europe for US$2 plus the retention of most of employees. Nomura also bought Lehman's operations in the Asia Pacific for US$225 million. Lehman emerged from bankruptcy protection on March 6, 2012, more than three years after it filed the largest bankruptcy in U.S. history. The Chapter 11 plan for the Lehman companies other than the broker was confirmed in December 2011. Lehman made its first payment of $22.5 billion to creditors in April 2012 and a second payment of $10.2 billion on Oct. 1. A third distribution is set for around March 30, 2013. The brokerage is yet to make a first distribution to non-customers. Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by Lehman Brothers Holdings, Inc., and other insolvency and bankruptcy proceedings undertaken by its affiliates. (http://bankrupt.com/newsstand/or 215/945-700) LEO MOTORS: Incurs $184,000 Net Loss in Third Quarter ----------------------------------------------------- Leo Motors, Inc., filed its quarterly report on Form 10-Q, reporting a net loss of $184,052 on $915 of revenues for the three months ended Sept. 30, 2012, compared with a net loss of $151,496 on $0 revenues for the same period last year. For the nine months ended Sept. 30, 2012, the Company had net income of $391,479 on $25,301 of revenues, compared with a net loss of $440,563 on $252,555 of revenues for the same period of 2011. The change in sales is attributable to limited sales of prototype products. Results for the nine months ended Sept. 30, 2012, included forgiveness of debt of $829,645 included in other income. The Company's balance sheet at Sept. 30, 2012, showed $5.9 million in total assets, $2.2 million in total liabilities and stockholders' equity of $3.7 million. According to the regulatory filing, the Company has accumulated deficits of $9.1 million as of Sept. 30, 2012. The Company also has certain debts that have been in default during these periods although the creditors have not pursued collection proceedings. The Company's stockholders' equity at Sept. 30, 2012, was $5.9 million and its current liabilities exceeded its current assets by $1.3 million on Sept. 30, 2012. "These negative trends have been consistent right up through the most current fiscal year, except for this quarter and the sale of their only major investment, respectively." "These factors create uncertainty about the Company's ability to continue as a going concern." A copy of the Form 10-Q is available at http://is.gd/X6ydjb About Leo Motors Located in Hanam City, Gyeonggi-do, Republic of Korea, Leo Motors, Inc., is a Nevada Corporation incorporated on Sept. 8, 2004. The Company established a wholly-owned operating subsidiary in Korea named Leo Motors, Co. Ltd. ("Leozone") on July 1, 2006. Through Leozone the Company is engaged in the research and development of multiple products, prototypes and conceptualizations based on proprietary, patented and patent pending electric power generation, drive train and storage technologies. Leozone operates through four unincorporated divisions: new product research & development ("R&D"), post R&D development such as product testing; production; and sales. The Company's products include (i) Zinc Air Fuel Battery ("ZAFC"), (ii) electric vehicles ("EV") such as cars, trucks, tractors and other commercial/military vehicles, (iii) E-Bike or electric scooters, (iv) EV components that integrate electric batteries with electric motors such as EV Controllers that use a mini- computer to control torque drive, and (v) E-Box which is an electric energy storage system for solar and wind power generation devices. LIBERTY HARBOR: Seeks More Plan Time, Blames Hurricane Sandy ------------------------------------------------------------ Liberty Harbor Holding, LLC, and its affiliates asked the U.S. Bankruptcy Court for the District of New Jersey to extend their exclusive periods to file and solicit acceptances for the proposed Plan of Reorganization until Feb. 4, 2013, and April 8, respectively. The Debtors related that the super storm Sandy has caused massive flooding and damage on their property under construction. There were also several pleadings filed by alleged creditors seeking, among other things, relief from the automatic stay in order to pursue a state court appeal, well as permission to file a late proof of claim. According to the Debtors, they have begun the preparation of the Plan and Disclosure Statement in the cases. The preparation of the Plan and Disclosure Statement requires consideration of certain structural, tax, funding and other concerns. The Debtors wish to assure that the Disclosure Statement contains accurate and adequate information, to allow all creditors entitled to vote to cast an informed ballot. About Liberty Harbor Jersey City, New Jersey-based Liberty Harbor Holding, LLC, along with two affiliates, sought Chapter 11 protection (Banrk. D. N.J. Lead Case No. 12-19958) in Newark on April 17, 2012. Each of the Debtors is solely owned by Peter Mocco. Liberty, as of April 16, 2012, had total assets of $350.08 million, comprising of $350 million of land, $75,000 in accounts receivable and $458 cash. The Debtor says that it has $3.62 million of debt, consisting of accounts payable of $73,500 and unsecured non-priority claims of $3,540,000. The Debtor's real property consists of Block 60, Jersey City, NJ 100% ownership Lots 60, 70, 69.26, 61, 62, 63, 64, 65, 25H, 26A, 26B, 27B, 27D. Affiliates that filed separate petitions are: Liberty Harbor II Urban Renewal Co., LLC (Case No. 12-19961) and Liberty Harbor North, Inc. (Case No. 12-19964). The three cases are administratively consolidated. Judge Novalyn L. Winfield presides over the case. Wasserman, Jurista & Stolz, P.C. srves as insolvency counsel and Scarpone & Vargo as special litigation counsel. The petition was signed by Peter Mocco, managing member. Roberta A. DeAngelis, U.S. Trustee for Region 3, appointed three creditors to the Official Committee of Unsecured Creditors in the Chapter 11 cases of the Debtor. LITHIUM TECHNOLOGY: Lim Kee Discloses 73.1% Equity Stake -------------------------------------------------------- In an amended Schedule 13D filing with the U.S. Securities and Exchange Commission, Lim Ho Kee and his affiliates disclosed that, as of Dec. 28, 2012, they beneficially own 2,459,504,191 shares of common stock of Lithium Technology Corporation representing 73.1% of the shares outstanding. A copy of the filing is available for free at http://is.gd/vmDtIH About Lithium Technology Plymouth Meeting, Pa.-based Lithium Technology Corporation is a mid-volume production stage company that develops large format lithium-ion rechargeable batteries to be used as a new power source for emerging applications in the automotive, stationary power, and national security markets. The Company was not able to file its annual report for the period ended Dec. 31, 2011, and its quarterly reports for the succeeding periods. For the nine months ended Sept. 30, 2011, the Company reported a net loss of $12.26 million on $6.06 million of total revenue. The Company reported a net loss of $7.25 million on $6.35 million of products and services sales for the year ended Dec. 31, 2010, compared with a net loss of $10.51 million on $7.37 million of product and services sales during the prior year. The Company's balance sheet at Sept. 30, 2011, showed $8.83 million in total assets, $35.09 million in total liabilities and a $26.26 million total stockholders' deficit. Going Concern As reported by the TCR on April 8, 2011, Amper, Politziner & Mattia, LLP, Edison, New Jersey, after auditing the Company's financial statements for the year ended Dec. 31, 2010, noted that the Company has recurring losses from operations since inception and has a working capital deficiency that raise substantial doubt about its ability to continue as a going concern. Bankruptcy Warning The Form 10-Q for the quarter ended Sept. 30, 2011, noted that the Company's operating plan seeks to minimize its capital requirements, but the expansion of its production capacity to meet increasing sales and refinement of its manufacturing process and equipment will require additional capital. The Company raised capital through the sale of securities closing in the second quarter of 2011 and realized proceeds from the licensing of its technology pursuant to the terms of a licensing agreement and the sale of inventory used in manufacturing its batteries as part of the establishment of a joint venture in the fourth quarter of 2011, but is continuing to seek other financing initiatives and needs to raise additional capital to meet its working capital needs, for the repayment of debt and for capital expenditures. Such capital is expected to come from the sale of securities. The Company believes that if it raises approximately $4 million in additional debt and equity financings it would have sufficient funds to meet its needs for working capital, capital expenditures and expansion plans through the year ending Dec. 31, 2012. No assurance can be given that the Company will be successful in completing any financings at the minimum level necessary to fund its capital equipment, debt repayment or working capital requirements, or at all. If the Company is unsuccessful in completing these financings, it will not be able to meet its working capital, debt repayment or capital equipment needs or execute its business plan. In that case the Company will assess all available alternatives including a sale of its assets or merger, the suspension of operations and possibly liquidation, auction, bankruptcy, or other measures. These conditions raise substantial doubt about the Company's ability to continue as a going concern. LMK PROPERTIES: Case Summary & 9 Largest Unsecured Creditors ------------------------------------------------------------ Debtor: LMK Properties, LLC P.O. Box 1287 Huntsville, AL 35807 Bankruptcy Case No.: 13-80048 Chapter 11 Petition Date: January 7, 2013 Court: United States Bankruptcy Court Northern District of Alabama (Decatur) Judge: Jack Caddell Debtor's Counsel: Mary Rebecca Hill, Esq. Stuart M. Maples, Esq. MAPLES AND RAY, P.C. 401 Holmes Avenue NE Suite H Huntsville, AL 35801 Tel: (256) 489-9779 Fax: (256) 489-9720 E-mail: rhill@maplesandray.com smaples@maplesandray.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 A list of the Company's nine largest unsecured creditors, filed together with the petition, is available for free at http://bankrupt.com/misc/alnb13-80048.pdf The petition was signed by Jeff Kennedy, officer. LOT 425R: Voluntary Chapter 11 Case Summary ------------------------------------------- Debtor: Lot 425R, LLC 33 Sarteano Drive Newport Coast, CA 92657 Bankruptcy Case No.: 13-10280 Chapter 11 Petition Date: January 10, 2013 Court: U.S. Bankruptcy Court District of Colorado (Denver) Judge: Sidney B. Brooks Debtor's Counsel: Philipp C. Theune, Esq. Powell Theune, P.C. 2010 E. 17th Avenue Denver, CO 80206 Tel: (303) 832-1150 Fax: (303) 845-6934 E-mail: ptheune@powelltheune.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $10,000,001 to $50,000,000 The Company did not file a list of creditors together with its petition. The petition was signed by Barry L. Houseal, member manager. LSP ENERGY: Gets Bankruptcy Court OK to Employ Deloitte Tax ----------------------------------------------------------- The U.S. Bankruptcy Court for the District of Delaware authorized LSP Energy Limited to employ Deloitte Tax LLP, nunc pro tunc to Aug. 1, 2012. 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. The Debtor has completed the sale of its 837-megawatt electric generating plant and filed a proposed liquidating Chapter 11 plan and explanatory disclosure statement on Dec. 21. The facility in Batesville, Mississippi, was sold to South Mississippi Electric Power Assn. for $272.6 million. According to the report, the plan calls for full payment in cash to holders of $221.3 million in secured bonds. As the result of a settlement on the bondholders' additional claim for premature payment, the holders will receive 15% of the $80 million make- whole claim. Unsecured creditors with $32 million in claims are slated for a 43% recovery, according to the disclosure statement. LUMBER PRODUCTS: Sterling Bank Balks at Trustee's Liquidation Plan ------------------------------------------------------------------ Sterling Savings Bank objects, on a precautionary basis, to the confirmation of the Plan of Liquidation for Lumber Products as proposed by Edward C. Hostmann, the Chapter 11 trustee. According to Sterling, among other things: 1. The Plan fails to provide any details whatsoever concerning the proposed sale of Sterling's collateral, including whether or not Sterling's consent is required, and whether or not Sterling's right to credit bid is preserved. 2. The Plan does not provide that Sterling will retain the liens securing its claims. 3. The Plan does not provide that Sterling's liens will attach to any proceeds of sale. Sterling notes that it is in negotiation with the Trustee to resolve the matters. If Sterling and the trustee reach agreement, it may be possible to add the necessary details by modifying the Plan in the order confirming the Plan. If the court approves the modification, and the language in the proposed order confirming the Plan is acceptable to Sterling, Sterling will withdraw the precautionary objection and change its present "does not accept" vote to a vote accepting the Plan. The Plan As reported in the Troubled Company Reporter on Oct. 5, 2012, the Plan dated Aug. 30, 2012, provides that all of the Debtor's remaining assets (primarily real property) will be reduced to cash by the Plan Agent and the proceeds will be distributed to the Debtor's creditors as provided in the Plan. The salient terms of the plan of liquidation are: A. All Administrative and Priority Claims will be paid in full. B. Holders of Unsecured Claims in an amount equal to or less than $14,000 (referred to as Convenience Claims) will receive in full satisfaction of such Claims a one-time payment in an amount equal to 10% of their Claim, with such payment to occur within 90 days of the Effective Date of the Plan. C. Holders of General Unsecured Claims will receive on account of such claims one or more pro rata distributions of available cash when sufficient funds are available for the Plan Agent to make meaningful distributions. The Trustee estimates that distributions to General Unsecured Creditors could range from 5% to 12% of their general unsecured claim. D. As of the Effective Date, all Equity Interests will be cancelled. E. Creditors holding Secured Claims will be paid from the proceeds of the Collateral securing their Claims. From and after the Effective Date, the Debtor will be managed by a Plan Agent who will be the sole shareholder, director, and officer of Debtor and who will have full power and authority to manage the Debtor and carry out the provisions of the Plan, subject to oversight by the Unsecured Creditors Committee. In general, on the Effective Date of the Plan, the Plan Agent will succeed to the rights, duties, and obligations of the Trustee. A copy of the Plan of Liquidation is available for free at: http://bankrupt.com/misc/LUMBERPRODUCTS_plan.pdf About Lumber Products Lumber Products -- http://www.lumberproducts.com/-- is a wholesale distributor of some of the finest hardwood lumber, hardwood plywood, and door and millwork products to the Northwest, Intermountain, and Southwest states since 1938. It has headquarters in Tualatin, Oregon, and operations in Oregon, Washington, Idaho, Montana, Utah, Arizona, and New Mexico. Lumber Products is the sole owner of Lumber Products Holding and Management Company. Holdco is the sole owner of: Lumber Products Holding and Management Company; Sunrise Wood Products, Inc.; Lumber Products Washington, Inc.; Components & Millwork, Inc.; Wood Window Distributors, Inc.; D&J Wood Resources, Inc.; and Brady International Hardwoods Company. Lumber Products filed for Chapter 11 bankruptcy (Bankr. D. Ore. Case No. 12-32729) on April 11, 2012, listing under $50 million in assets and debts. Judge Elizabeth L. Perris presides over the case. The petition was signed by Craig Hall, president and chief operating officer. The Debtor owes Wells Fargo in excess of $22.8 million. Wells Fargo is represented by Lane Powell PC. Edward C. Hostmann, the Chapter 11 trustee, is represented by Tonkon Torp LLP. LUXEYARD INC: 3 Creditors File Involuntary Bankruptcy Petition -------------------------------------------------------------- An Involuntary Petition for bankruptcy, entitled In re Luxeyard, Inc. (Case No. 12-bk-51986-BR), was filed against LuxeYard, Inc., by three creditors of the Company. The petition was filed in the United States Bankruptcy Court, Central District of California. The date that jurisdiction was assumed was Dec. 27, 2012. The Petitioners have claimed that they have debts totaling $66,220. The Company believes that the Petitioners' claims are without merit, fraudulent and unsubstantiated, brought in bad faith by friends and business associates of the Company's previous CEO, Mr. Braden Richter, who was terminated for cause. The Company intends to aggressively contest the involuntary bankruptcy petition and will pursue all available grounds for dismissal. The Company had filed suit against Defendant Kevan Casey and his associates for manipulation of the Company's stock price. The Company said it has strong evidence showing that some of these defendants were working and continue to work with Mr. Richter. Mr. Richter was terminated for cause on Oct. 23, 2012, stemming from this alleged conspiracy and other violations of his duties as CEO. Subsequently, the Board of Director's investigation revealed that Mr. Richter had filed a personal Chapter 7 bankruptcy petition in 2006 and received a discharge of more than $80 million in debt in 2007. The investigation also revealed that Mr. Richter conspired with his wife, Victoria Richter, to defraud the Company. Mr. and Mrs. Richter, through their company, Jaxon International, LLC, received a $308,000 loan from the Company and refused to pay it back. The Company then filed suit against Mr. and Mrs. Richter on Dec. 18, 2012, for fraud, breach of fiduciary duty, conspiracy, and conversion, among other causes of action, in Los Angeles Superior Court (case no. BC497730). The involuntary petition was filed against the Company by a business associate of Mr. Richter, Mr. Philip Ison of Ison Furniture, LLC, who has falsified a $16,000 claim against the Company, and has included another of his associated companies, based overseas, which has no colorable claim against the Company. Mr. Richter and Mr. Ison engineered this petition despite Mr. Ison's withholding from LuxeYard over $100,000 worth of the Company's inventory which currently remains in his possession and that he is refusing to release. The Company strongly believes this is an attempt by Mr. Richter, who has stated that he has a business affiliation with Mr. Casey and Mr. Ison, to harm the Company. LuxeYard has pending litigation against the aforementioned parties and is confident that it will prevail against these fraudulent attempts to ruin LuxeYard before its legitimate claims against Mr. Richter and related parties can be brought to light. About Luxeyard, Inc. Los Angeles, California-based Luxeyard, Inc., a Delaware Corporation, is an internet company selling luxury goods on a flash Web site. Luxeyard, Inc., is the parent company of the wholly owned subsidiaries, LY Retail, LLC, incorporated under the laws of the State of Texas on April 20, 2011, and LY Retail, LLC, incorporated in the State of California on Nov. 8, 2011. The Company's balance sheet at Sept. 30, 2012, showed $1.5 million in total assets, $5.8 million in total liabilities, and a stockholders' deficit of $4.3 million. "As of Sept. 30, 2012, we have generated minimal revenues since inception. We expect to finance our operations primarily through our existing cash, our operations and any future financing. However, there exists substantial doubt about our ability to continue as a going concern because we will be required to obtain additional capital in the future to continue our operations and there is no assurance that we will be able to obtain such capital, through equity or debt financing, or any combination thereof, or on satisfactory terms or at all. Additionally, no assurance can be given that any such financing, if obtained, will be adequate to meet our capital needs. If adequate capital cannot be obtained on a timely basis and on satisfactory terms, our operations would be materially negatively impacted. Therefore, there is substantial doubt as to our ability to continue as a going concern." MASTERCRAFT DESIGN/BUILD: Case Summary & Creditors List ------------------------------------------------------- Debtor: MasterCraft Design/Build, Inc. 608 Forest Drive Leeds, AL 35094 Bankruptcy Case No.: 13-00129 Chapter 11 Petition Date: January 10, 2013 Court: U.S. Bankruptcy Court Northern District of Alabama (Birmingham) Judge: Benjamin G. Cohen Debtor's Counsel: C. Taylor Crockett, Esq. C. TAYLOR CROCKETT, P.C. 2067 Columbiana Road Birmingham, AL 35216 Tel: (205) 978-3550 Fax: (205) 978-3556 E-mail: taylor@taylorcrockett.com Scheduled Assets: $55,000 Scheduled Liabilities: $1,769,229 A copy of the Company's list of its three largest unsecured creditors is available for free at: http://bankrupt.com/misc/alnb13-00129.pdf The petition was signed by Allen McWilliams, president. MEDICAL INTERNATIONAL: Incurs $110,000 Net Loss in Fiscal 2012 -------------------------------------------------------------- Medical International Technology, Inc., filed on Dec. 28, 2012, its annual report on Form 10-K for the fiscal year ended Sept. 30, 2012. Ps Stephenson & Co., P.C., in Wharton, Texas, expressed substantial doubt about Medical International's ability to continue as a going concern. The independent auditors noted that the Company has suffered recurring losses from operations and has a working capital deficiency. The Company operates out of its offices in Montreal, Canada and maintains its books and records in Canadian dollars. The financial statements herein have been converted into U.S. dollars. Balance sheet accounts have been translated at exchange rates in effect at the end of the year. Income statement accounts have been translated at average exchange rates for the year. Translation gains and losses are included as a separate component of stockholders' equity. The Company reported a net loss of US$109,993 on US$996,434 of revenues in fiscal 2012, compared with a net loss of US$643,439 on US$437,378 of revenues in fiscal 2011. The Company's balance sheet at Sept. 30, 2012, showed US$1.1 million in total assets, US$1.8 million in total liabilities, and a stockholders' deficit of US$684,564. A copy of the Form 10-K is available at http://is.gd/tRq5Go Montreal, Canada-based Medical International Technology, Inc., was incorporated in the State of Colorado on July 19, 1999. The Company specializes in production, marketing and the sale of needle-free jet injector products designed for humans and animals, for single and mass injections. The Company concentrates its activities in the medical and para-medical sectors, in particular, in the field of medical devices. MERISEL INC: Obtains Waivers Under PNC Credit Facility ------------------------------------------------------ Merisel, Inc., and its subsidiaries, Merisel Americas, Inc., Color Edge LLC, Color Edge Visual LLC, Comp 24 LLC, Crush Creative LLC, Dennis Curtin Studios, LLC, MADP, LLC, Advertising Props, Inc., and Fuel Digital, LLC, entered into a Waiver and Amendment No. 3 to Revolving Credit and Security Agreement with PNC Bank, National Association, as a lender and as agent for the lenders. Pursuant to the PNC Amendment, the Company, the Subsidiaries and PNC agreed to amend the Revolving Credit and Security Agreement, dated as of Aug. 13, 2010, to waive certain events of default arising from the Company's failure to comply with the fixed charge coverage ratio set forth in the PNC facility and the incurrence of debt to Saints Capital Granite, L.P., to amend the fixed charge coverage ratio and certain other financial covenants in the PNC Facility, and to permit the Company to borrow up to $6 million in subordinated debt from Saints subject to certain conditions. Appoints EVP and COO The Board of Directors of the Company appointed Jeb Ball to serve as an Executive Vice President and the Chief Operating Officer of the Company, at an annual salary of $175,000. Mr. Ball, age 47, joined the Company on Aug. 1, 2012, as Vice President of Operations of the Company. Previously, Mr. Ball was an Executive Vice President of Sales and Marketing at Dynagraf Inc. from 2009 to 2012. Prior to that Mr. Ball was President of Premier Color from 2004 to 2009 and President of United Lithograph Inc. from 2001 to 2004. The Board appointed Eric Salzman as an independent director to fill the vacancy created on the five member board of directors by the resignation of Joseph Yang in October 2012. Mr. Salzman currently serves as the Managing Member of Sarnihaan Capital Partners LLC, a consulting firm he established to focus on special situations, restructurings and cross capital structure investments. Mr. Salzman holds an M.B.A. from Harvard Graduate School of Business Administration and a B.A. from the University of Michigan. Bylaws Amendment On Jan. 3, 2013, the Company filed a Certificate of Amendment to its Restated Certificate of Incorporation, as amended, to effect an amendment to the Company's Restated Certificate of Incorporation to increase the total number of shares of common stock that the Company has the authority to issue from 30,000,000 shares to 80,000,000 shares. The shares of Preferred Stock the Company is authorized to issue remained the same at 1,000,000. Annual Meeting Results The Company convened its 2012 Annual Meeting of Stockholders on Dec. 20, 2012. The stockholders elected Kenneth B. Sawyer, Terry A. Tevis, Bradley J. Hoecker and Donald R. Uzzi to the Board for a one year term. The stockholders also ratified the appointment of BDO USA, LLP, as the Company's independent registered public accounting firm for the fiscal year ending Dec. 31, 2012, and approved the amendment to the Restated Certificate of Incorporation of the Company to increase the number of authorized shares of common stock of the Company from 30,000,000 to 80,000,000 was approved. About Merisel Merisel operates in a single reporting segment, the visual communications services business. It entered that business beginning March 2005, through a series of acquisitions, which continued through 2006. These acquisitions include Color Edge, Inc., and Color Edge Visual, Inc.; Comp 24, LLC; Crush Creative, Inc.; Dennis Curtin Studios, Inc.; Advertising Props, Inc.; and Fuel Digital, Inc. The Company's balance sheet at Sept. 30, 2012, showed $23.3 million in total assets, $34.1 million in total liabilities, and a stockholders' deficit of $10.8 million. "The Company had a cash balance of $286,000 at Sept. 30, 2012, and experienced reduced revenues for the three and nine months ended Sept. 30, 2012, compared to the same periods in 2011, resulting in a net loss and net cash used in operating activities for the interim periods then ended. Additionally, during October 29th and 30th the Company's Carlstadt, New Jersey facility experienced significant damage due to Hurricane Sandy. The Company will incur additional expenses for the replacement/repair of damaged equipment and to continue to service its client base until the facility is fully operational. It is anticipated that the additional costs incurred will exceed the insurance proceeds; the extent to which is uncertain. These factors raise substantial doubt about the Company's ability to continue as a going concern," according to the Company's quarterly report for the period ended Sept. 30, 2012. MERRILL CORP: Moody's Affirms 'Caa3' CFR; Outlook Negative ---------------------------------------------------------- Moody's Investors Service revised its outlook on Merrill Corporation's to negative from rating under review for upgrade. Concurrently, Moody's affirmed Merrill's Caa3 Corporate Family Rating ("CFR") and Ca/LD Probability of Default Rating ("PDR"). Moody's also withdrew the ratings on the credit facilities proposed under the October 2012 refinancing plan. This concludes a review for possible upgrade initiated on October 22, 2012. The revised outlook reflects Merrill's failure to repay its first lien debt and refinance its capital structure prior to the December 22, 2012 first lien debt maturity. The company has indicated that it is in advanced negotiations with its lenders to restructure its debt. Ratings affirmations (LGD revisions): Issuer: Merrill Corporation Corporate Family Rating, affirmed at Caa3 Probability of Default Rating, affirmed at Ca/LD Issuer: Merrill Communications LLC $34 million Senior Secured First Lien First Lien Revolving Credit Facility, to Caa1 (LGD2 - 17%) from Caa1 (LGD2 - 18%) $374 million outstanding amount of Senior Secured First Lien Term Loan, to Caa1 (LGD2 - 17%) from Caa1 (LGD2 - 18%) $218 million outstanding amount of Senior Secured Second Lien Term Loan, affirmed at Ca (LGD4 - 65%) Ratings withdrawals: Issuer: Merrill Communications LLC $30 million proposed Senior Secured First Lien Revolver, rated B1 (LGD1 - 1%) $455 million proposed Senior Secured First Lien Term Loan, rated B3 (LGD3 - 35%) $150 million proposed Second Lien Notes, rated Caa3 (LGD5 - 83%) Outlook Actions: Issuer: Merrill Corporation Outlook, revised to Negative from Rating Under Review Ratings Rationale The Caa3 CFR and Ca/LD PDR reflect Moody's expectation that Merrill will restructure its debt, which will be viewed as a default. Moody's analysis suggests good coverage of first lien debt obligations given credit agreement financial leverage of 3.3 times through the first lien secured debt, but likely impairment on the second lien obligations. The negative outlook reflects Moody's expectation that the company will default in the near term. The PDR would be lowered to D once the company restructures its debt. The CFR could be lowered if performance deteriorates such that Moody's estimate of recovery value deteriorates. The ratings could be raised if the company materially reduces its debt and improves its liquidity profile via the debt restructuring. The principal methodology used in rating Merrill Corporation was the Global Business & Consumer Service Industry Rating Methodology published in October 2010. Other methodologies used include Loss Given Default for Speculative-Grade Non-Financial Companies in the U.S., Canada and EMEA published in June 2009. MMRGLOBAL INC: Inks Non-Exclusive License Pact With Interbit Data ----------------------------------------------------------------- MyMedicalRecords, Inc., entered into a Non-Exclusive U.S. Patent License Agreement with Interbit Data, Inc., to license certain rights in the Company's Health IT patents, including, but not limited to: U.S. Patent No. 8,321,240; U.S. Patent No. 8,301,466; U.S. Patent No. 8,117,045; U.S. Patent No. 8,117,646; and U.S. Patent No. 8,121,855, as well as any other Health IT patents to be issued pursuant to pending applications filed by the Company in the United States and all divisions, continuations, reissues and extensions thereof. The Agreement expires simultaneously with the last to expire of the Licensed Patents. The Licensee will utilize the rights granted under the License Agreement in connection with its Health IT business which includes NetDelivery, applicable components of NetDelivery, and any derivations of NetDelivery using or incorporating, in whole or in part, the rights granted Licensee in the Licensed Patents, which enable seamless and secure delivery of Personal Health Records from MEDITECH EMR systems using NetDelivery and other hospital EMR systems using NetDelivery, without having to scan, fax or print documents. About MMRGlobal Los Angeles, Calif.-based MMR Global, Inc. (OTC BB: MMRF) -- http://www.mmrglobal.com/-- through its wholly-owned operating subsidiary, MyMedicalRecords, Inc., provides secure and easy-to- use online Personal Health Records (PHRs) and electronic safe deposit box storage solutions, serving consumers, healthcare professionals, employers, insurance companies, financial institutions, and professional organizations and affinity groups. In the auditors' report accompanying the financial statements for year ended Dec. 31, 2011, Rose, Snyder & Jacobs LLP, in Encino, California, expressed substantial doubt about the Company's ability to continue as a going concern. The independent auditors noted that the Company has incurred significant operating losses and negative cash flows from operations during the years ended Dec. 31, 2011, and 2010. The Company reported a net loss of $8.88 million in 2011, compared with a net loss of $17.90 million in 2010. The Company reported a net loss of $10.3 million in 2009. The Company's balance sheet at Sept. 30, 2012, showed $2.02 million in total assets, $8.48 million in total liabilities, and a $6.45 million total stockholders' deficit. MOMENTIVE PERFORMANCE: Extends $1.1BB Exchange Offer to Jan. 14 --------------------------------------------------------------- Momentive Performance Materials Inc. has extended the expiration date for its previously announced exchange offer from midnight, New York City time, at the end of Wednesday, Jan. 9, 2013, to 5:00 p.m., New York City time, on Monday, Jan. 14, 2013, unless further extended. All other terms, provisions and conditions of the exchange offer will remain in full force and effect, except that outstanding notes tendered during the extension of the exchange offer may not be tendered by the guaranteed delivery procedure. On Dec. 11, 2012, the Company commenced its exchange offer to exchange up to $1,100,000,000 aggregate principal amount of its 8.875% First-Priority Senior Secured Notes due 2020 and related guarantees registered under the Securities Act of 1933 for any and all of its outstanding 8.875% First-Priority Senior Secured Notes due 2020 and related guarantees, which were issued in October 2012 in a transaction exempt from registration under the Securities Act. Momentive Performance had earlier extended the expiration date for the exchange offer from midnight, New York City time, at the end of Jan. 8 to Jan. 11. As of midnight, New York City time, at the end of Jan. 9, 2013, The Bank of New York Mellon Trust Company, N.A., the exchange agent for the exchange offer, has advised that $1,093,707,000 aggregate principal amount of the outstanding notes had been tendered for exchange, representing approximately 99.43% of the outstanding notes. A Form S-4 registration statement filed by the Company with the SEC regarding the exchange offer was declared effective by the SEC on Dec. 11, 2012. The expiration date for the exchange offer is being extended to provide time for remaining outstanding 8.875% First-Priority Senior Secured Notes due 2020 to be exchanged. About Momentive Performance Momentive Performance Materials, Inc., is a producer of silicones and silicone derivatives, and is engaged in the development and manufacture of products derived from quartz and specialty ceramics. As of Dec. 31, 2008, the Company had 25 production sites located worldwide, which allows it to produce the majority of its products locally in the Americas, Europe and Asia. Momentive's customers include companies in industries, such as Procter & Gamble, 3M, Goodyear, Unilever, Saint Gobain, Motorola, L'Oreal, BASF, The Home Depot and Lowe's. The Company had a net loss of $140 million in 2011, following a net loss of $63 million in 2010. Net loss in 2009 was $42 million. The Company's balance sheet at Sept. 30, 2012, showed $2.98 billion in total assets, $3.94 billion in total liabilities, and a $960 million in total deficit. * * * As reported by the TCR on May 14, 2012, Moody's Investors Service lowered Momentive Performance Materials Inc.'s Corporate Family Rating (CFR) and Probability of Default Rating (PDR) to Caa1 from B3. The action follows the company's weak first quarter results and expectations for a slower than expected recovery in volumes in 2012. In the Aug. 15, 2012, edition of the TCR, Standard & Poor's Ratings Services lowered all of its ratings on MPM by two notches, including the corporate credit rating to 'CCC' from 'B-'. The outlook is negative. "The likelihood that earnings and cash flow will remain very weak for the next several quarters prompted the downgrade," explained credit analyst Cynthia Werneth. "In our view, leverage is unsustainably high, with total adjusted debt to EBITDA above 15x as of June 30, 2012." MOMENTIVE SPECIALTY: Wants to Incur Add'l $1.1 Billion in Debt -------------------------------------------------------------- Momentive Specialty Chemicals Inc. intends to seek amendments to its senior secured credit facilities to, among other things: (i) permit the incurrence of up to $1,100,000,000 aggregate principal amount of debt constituting first-priority senior secured debt, the net proceeds of which would be used to repay in full all term loans under the Company's senior secured credit facilities, to purchase any and all of its second-priority floating rate notes due 2014 and for general corporate purposes, including working capital; (ii) permit the incurrence of junior-priority debt that would be used, directly or indirectly, to redeem, purchase, exchange or retire loans of Momentive Specialty Chemicals Holdings LLC, the parent of the Company; and (iii) modify certain other provisions of the senior secured credit facilities. The proposed amendments to the senior secured credit facilities and related transactions are subject to market and other conditions, and may not occur as described or at all. While the Company has been in discussions with the lenders of the Holdings Loans, there are no definitive agreements in place effecting any repurchase of the Holdings Loans. The Company may enter into definitive agreements effecting a repurchase of the Holdings Loans prior to or following the closing of the amendments to the senior secured credit facilities, if the amendments are approved, but there are no assurances that the Company will enter into any those definitive agreements on terms that are acceptable to the Company, or at all. About Momentive Specialty Momentive Specialty Chemicals, Inc., headquartered in Columbus, Ohio, is a leading producer of thermoset resins (epoxy, formaldehyde and acrylic). The company is also a supplier of specialty resins for inks and specialty coatings sold to a diverse customer base as well as a producer of commodities such as formaldehyde, bisphenol A, epichlorohydrin, versatic acid and related derivatives. Momentive Specialty reported net income of $118 million on $5.20 billion of net sales in 2011, compared with net income of $214 million on $4.59 billion of net sales in 2010. The Company's balance sheet at Sept. 30, 2012, showed $3.44 billion in total assets, $4.60 billion in total liabilities and a $1.16 billion total deficit. * * * Momentive Specialty carries a 'B-' issuer credit rating from Standard & Poor's Ratings Services. It has 'B3' corporate family and probability of default ratings from Moody's Investors Service. corporate credit rating from Standard & Poor's. As reported in the Oct. 27, 2010 edition of TCR, Moody's Investors Service assigned a 'Caa1' rating to the guaranteed senior secured second lien notes due 2020 of Momentive Specialty (formerly known as Hexion Specialty Chemicals Inc.). Proceeds from the notes were allocated for the repayment of $533 million of guaranteed senior secured second lien notes due 2014. "With this refinancing Hexion will have refinanced or extended the maturities on the vast majority of the debt that was originally slated to mature prior to 2015. There is less than $600 million of this debt remaining, which should be much easier to for the company to refinance as its credit metrics improve further," stated John Rogers, Senior Vice President at Moody's. MONITOR COMPANY: Deloitte Completes Acquisition ----------------------------------------------- Deloitte has acquired substantially all of the business of Monitor, one of the world's leading strategy consulting firms. This transaction combines Monitor's highly-influential brand, strong thought leadership and top-notch talent with Deloitte's extraordinary reach, access, and resources to solidify the Deloitte network as a worldwide leader in strategy consulting. Monitor's talent and assets will combine with Deloitte's consulting strategy service lines and operate under the Monitor Deloitte brand, resulting in a new global presence that will redefine our industry. "Our ability to implement the advice we provide has always been a differentiator," said Jim Moffatt, chairman and chief executive officer of Deloitte Consulting LLP. "This acquisition further enhances our ability to serve clients from strategy to execution - helping them solve their most critical challenges and capitalize on opportunities in a dynamic global economy. We are thrilled to welcome Monitor's talented professionals to the Deloitte family and are excited about the opportunities that lie ahead." "We are hugely motivated by the opportunity to serve clients with our newly combined strengths," stated Bansi Nagji, president of Monitor. "Together we are an effective force with distinctive capabilities, and are deeply committed to helping our clients create new value and achieve transformational growth. We will collaborate closely with senior executives to help ensure they have the confidence to make bold, well-informed choices and take timely and decisive action, by providing fresh, actionable analysis, leading edge methods and deep hands-on implementation guidance." "The world's economy is driving a set of business challenges that are even more complex than we have seen in the past. The demands posed by increased globalization, the search for new sources of growth and the opportunities created by business model innovation mean that clients' needs for help are increasing," said John Kerr, managing director, Global Consulting, Deloitte. "Together, Monitor and Deloitte will be well-positioned to provide high quality advice to our clients and to help them implement that advice. This is an important, global transaction -- Monitor's outstanding knowledge will enrich Deloitte's capabilities in key areas such as innovation and growth, and we will continue to look for similar strategic opportunities that will create impact in the market place." The transaction was completed following approval by the U.S. Bankruptcy Court for the District of Delaware on Jan. 11, 2013 About Monitor Company Monitor Company Group LP -- http://www.monitor.com/-- is a global consulting firm with 1,200 personnel in offices across 17 countries worldwide. Founded in 1983 by six entrepreneurs, and headquartered in Cambridge, Massachusetts, Monitor advises for- profit, sovereign, and non-profit clients on growing their businesses and economies and furthering their charitable purposes. Monitor and several affiliates filed for Chapter 11 bankruptcy (Bankr. D. Del. Case Nos. 12-13042 to 12-13062) on Nov. 7, 2012. Judge Hon. Christopher S. Sontchi presides over the case. Pepper Hamilton LLP and Ropes & Gray LLP serve as the Debtors' counsel. The financial advisor is Carl Marks Advisory Group LLC. Epiq Bankruptcy Solutions, LLC is the claims and noticing agent. The petitions were signed by Bansi Nagji, president. Bank of America is represented in the case by Jinsoo Kim, Esq., and Timothy Graulich, Esq., at Davis Polk & Wardwell LLP; and Mark D. Collins, Esq., at Richards Layton & Finger PA. J. Gregory Milmoe, Esq., and Shana A. Elberg, Esq., at Skadden Arps Slate Meagher & Flom LLP in New York; and Mark Chehi, Esq., and Christopher DiVirgilio, Esq., at Skadden Arps in Delaware, represent Deloitte Consulting LLP. Caltius Partners IV LP; Caltius Partners Executive IV, LP; and CP IV Pass-Through (Monitor) LP are represented by John Sieger, Esq., at Katten Muchin Rosenman LLP. Monitor's consolidated unaudited financial statements as of June 30, 2012, which include the assets and liabilities of non- Debtor foreign subsidiaries, reflected total assets of roughly $202 million (including $93 million in current assets) and total liabilities of roughly $200 million. Monitor filed for bankruptcy to sell substantially all of their businesses and assets to Deloitte Consulting LLP, a Delaware registered limited liability partnership and DCSH Limited, a UK company limited by shares, subject to higher or otherwise better offers. The base purchase price set forth in the Stalking Horse Agreement is $116.2 million, plus (i) assumption of certain liabilities and (ii) certain cure costs for assumed contracts. The Stalking Horse Agreement provides for the Stalking Horse Bidder to receive a combined breakup fee and expense reimbursement of $4 million. The Debtors propose to hold an auction on Nov. 28, 2012, at the offices of the Sellers' counsel, Ropes & Gray LLP in New York. Closing of the deal must occur by the earlier of (i) 30 days following entry of the Sale Order and (ii) Feb. 28, 2013. MOSS FAMILY: Seeks 120-Day Extension of Plan Deadline ----------------------------------------------------- Moss Family Limited Partnership and Beachwalk, L.P., ask the U.S. Bankruptcy Court for the Northern District of Indiana for an additional 120 days in their exclusive filing period, and 180 days in their exclusive solicitation period. This is the Debtors' first request for exclusivity extension. The Debtors require additional time to file their plan. The Debtors relate that they are still in process of hiring professionals to handle the matters that may arise from the liquidation or development of the number of parcels of land owned by the Debtors. About Moss Family Moss Family Limited Partnership and Beachwalk, L.P., filed Chapter 11 petitions (Bankr. N.D. Ind. Case Nos. 12-32540 and 12-32541) on July 17, 2012. Judge Harry C. Dees, Jr., presides over the case. Daniel Freeland, Esq., at Daniel L. Freeland & Associates, P.C., represents the Debtors. The Debtor disclosed $6,609,576 in assets and $6,299,851 in liabilities as of the Chapter 11 filing. The U.S. Trustee has not appointed an official committee of unsecured creditors MS.SOPHIA, LLC: Case Summary & 3 Unsecured Creditors ---------------------------------------------------- Debtor: Ms.Sophia, LLC 2754 N. Stowell Avenue Milwaukee, WI 53211 Bankruptcy Case No.: 13-20273 Chapter 11 Petition Date: January 10, 2013 Court: U.S. Bankruptcy Court Eastern District of Wisconsin (Milwaukee) Judge: Susan V. Kelley Debtor's Counsel: William H. Green, Esq. GREEN & KAPSOS LAW OFFICES, LLC 3216 South 92nd Street, Suite 201 Milwaukee, WI 53227 Tel: (414) 543-5369 Fax: (414) 543-1164 E-mail: greenkapsos@gmail.com Scheduled Assets: $3,064,363 Scheduled Liabilities: $3,074,198 A copy of the Company's list of its three unsecured creditors filed with the petition is available for free at: http://bankrupt.com/misc/wieb13-20273.pdf The petition was signed by MaryJo McBurney, member/owner. Affiliate that filed separate Chapter 11 petition: Entity Case No. Petition Date ------ -------- ------------- MaryJo McBurney 12-21500 02/04/12 MUNIMAE TE: Moody's Affirms 'Ba1(sf)' Issuer Rating --------------------------------------------------- Moody's Investors Service has affirmed the following ratings on the MuniMae TE Bond Subsidiary, LLC's (TE Bond Sub) Mandatorily Redeemable Preferred Shares and Perpetual Preferred Shares - Ba1(sf) on Series A, A-2, A-3, A-4; Ba2(sf) on Series B, B-2, B-3; Ba3(sf) on Series C, C-1, C-2, C-3; B1(sf) on Series D. Moody's has also affirmed TE Bond Sub's Issuer Rating at Ba1(sf). The ratings on the preferred shares are not affected by the issuer rating. The rating outlook is revised to stable from negative. Summary Rating Rationale The rating affirmation on TE Bond Sub's preferred shares is based on the coverage ratios of preferred shares (9.6x on the Class A shares, 4.5x on the Class B shares, 3.5x on the Class C shares, and 3.2x on the Class D shares, based on the unaudited September 30, 2012 financial statements), and the composition of the multi- family bond portfolio supporting the preferred shares. The rating outlook is revised to stable from negative primarily due to substitution of the company's Freddie Mac credit facility on its senior debt obligations with a $540 million replacement facility, which eliminates the near term risk of the expiration of the enhancement and liquidity of the senior obligations. Strengths - Substitution of the Freddie Mac facility with a replacement facility, which eliminates remarketing risk on the senior obligations until 2016. - Strong coverage on the preferred shares. This can be attributed to the steps taken by TE Bond Sub's management to reduce securitization debt outstanding as well as the low interest rates which increased the debt service coverage on the senior obligations and distribution coverage ratios on the preferred shares. Challenges - Continued credit weakness in the multi-family bond portfolio supporting the preferred shares. While it has shown slight improvement, the portfolio still has substantial number of underperforming properties. This is currently offset by the high coverage on the preferred shares. - A rise in interest rates would result in lower coverage on the preferred shares. - Over the long term, the credit is still vulnerable to the remarketing risk on senior obligations and the preferred shares. Outlook Moody's outlook for the Series A, B, C and D preferred has been revised to stable from negative. The stable outlook is primarily based on the successful substitution of the expiring Freddie Mac facility, thus eliminating the near term liquidity risk. What Could Make The Rating Go UP - Improvement in the performance of the multi-family assets. - Reduction of remarketing or facility renewal risk on the senior obligations and the preferred shares. - Further increase of debt service coverage ratios on the preferred shares under various stress case scenarios. What Could Make The Rating Go DOWN - Weakening performance of the multi-family bond portfolio. - Failed remarketing of the preferred shares which results in a substantial increase in payments due on the shares. - A substantial and sustained increase in SIFMA rates which would increase the cost of the senior obligations. Rating Methodology The principal methodology used in this rating was Moody's Approach to Analyzing Pools of Multifamily Properties published in October 2001. NATIONAL HOLDINGS: Incurs $1.9-Mil. Net Loss in Fiscal Year 2012 ---------------------------------------------------------------- Sherb & Co., LLP, in Boca Raton, Florida, expressed substantial doubt about National Holdings Corporation's ability to continue as a going concern following its audit of the Company's financial statements for the fiscal years ended Sept. 30, 2012, and 2011, respectively. The independent auditors said that the the Company has incurred significant losses and has a working capital deficit as of Sept. 30, 2012. The Company reported a net loss of $1.94 million in fiscal year 2012, compared with a net loss of $4.71 million in fiscal year 2011. Total revenues decreased $7.87 million, or 6%, in fiscal year 2012 to $118.65 million from $126.52 million in fiscal year 2011 Total expenses decreased 8%, or $10.12 million, to $119.55 million in fiscal year 2012 compared to $129.67 million in fiscal year 2011. In April 2012, the Company relinquished its interest in an unconsolidated joint venture, Opus, resulting in a loss of disposition of such investment of $1.05 million which was recorded at June 30, 2012. The Company did not incur such losses during fiscal 2011. The Company did not have any derivative liabilities outstanding during fiscal year 2012. The fair value of derivative liabilities, as computed between measurement dates, increased by approximately $1.60 million during fiscal year 2011. The increase in fair value of derivative liabilities in 2011 was primarily due to an increase in the Company's quoted price per share between measurement dates, which is one of the main assumptions in the Company's computation of derivative liabilities. The Company's balance sheet at Sept. 30, 2012, showed $16.59 million in total assets, $19.48 million in total liabilities, and a stockholders' deficit of $2.89 million. A copy of the Form 10-K is available at http://is.gd/r2dOBH National Holdings Corporation, headquartered in New York City, is a financial services organization, operating primarily through its wholly owned subsidiaries, National Securities Corporation , vFinance Investments, Inc., and EquityStation, Inc. (collectively, the "Broker'Dealer Subsidiaries"). The Broker- Dealer Subsidiaries conduct a national securities brokerage business through their main offices in New York, New York, Boca Raton, Florida, and Seattle, Washington. NESBITT PORTLAND: Authorized to Access U.S. Bank's Cash Collateral ------------------------------------------------------------------ The U.S. Bankruptcy Court for the Central District of California authorized Nesbitt Portland Property LLC, et al., to use cash collateral of U.S. Bank National Association, as trustee and Successor in Interest to Bank of America, N.A., as Trustee for Registered Holders of GS Mortgage Securities Corporation II, Commercial Mortgage Passthrough Certificates, Series 2006-GG6, acting by and through Torchlight Loan Services, LLC, as special servicer. About Nesbitt Portland Property et al. Windsor Capital Group Inc. CEO Patrick M. Nesbitt sent hotel- companies to Chapter 11 bankruptcy to stop a receiver named by U.S. Bank National Association from taking over eight Embassy Suites hotels. The eight hotels were pledged by the Debtors as collateral for the loans with U.S. Bank. According to http://www.wcghotels.com/Santa Monica-based Windsor owns and/or operates 23 branded hotels in 11 states across the U.S. Windsor Capital is the largest private owner and operator of Embassy Suites hotels. In the case U.S. Bank vs. Nesbitt Bellevue Property LLC, et al. (S.D.N.Y. 12 Civ. 423), U.S. Bank obtained approval from the district judge in June to name Alan Tantleff of FTI Consulting, Inc., as receiver for: * Embassy Suites Colorado Springs in Colorado; * Embassy Suites Denver Southeast in Colorado; * Embassy Suites Cincinnati - Northeast in Blue Ash, Ohio; * Embassy Suites Portland - Washington Square in Tigard, Oregon; * Embassy Suites Detroit - Livornia/Novi in Michigan; * Embassy Suites El Paso in Texas; * Embassy Suites Seattle - North/Lynwood in Washington; and * Embassy Suites Seattle - Bellevue in Washington The receiver obtained district court permission to engage Crescent Hotels and Resorts LLC to manage the eight hotels. But before Mr. Adam could take physical possession of the properties and take control of the Hotels, the eight borrowers filed Chapter 11 petitions (Bankr. C.D. Calif. Lead Case No. 12-12883) on July 31, 2012, in Santa Barbara, California. The debtor-entities are Nesbitt Portland Property LLC; Nesbitt Bellevue Property LLC; Nesbitt El Paso Property, L.P.; Nesbitt Denver Property LLC; Nesbitt Lynnwood Property LLC; Nesbitt Colorado Springs Property LLC; Nesbitt Livonia Property LLC; and Nesbitt Blue Ash Property LLC. Bankruptcy Judge Robin Riblet presides over the cases. The Debtors are represented in the Chapter 11 case by attorneys at Susi & Gura, PC, and Griffith & Thornburgh LLP. Alvarez & Marsal North American, LLC, serves as financial advisors. Attorneys at Kilpatrick Townsend & Stockton LLP represented the Debtors in the receivership case. U.S. Bank National Association, as Trustee and Successor in Interest to Bank of America, N.A., as Trustee for Registered Holders of GS Mortgage Securities Corporation II, Commercial Mortgage Passthrough Certificates, Series 2006-GG6, acting by and through Torchlight Loan Services, LLC, as special servicer, are represented in the case by David Weinstein, Esq., and Lawrence P. Gottesman, Esq., at Bryan Cave LLP. On Sept. 5, 2012, the Debtors filed with the Court their schedules of assets and liabilities. Nesbitt Portland scheduled $29.4 million in assets and $192.3 million in liabilities. Nesbitt Portland's hotel property is valued at $27.19 million, and secures a $191.9 million debt to U.S. Bank. NEW PEOPLES: Frank Kilgore Quits from Board of Directors -------------------------------------------------------- Frank Kilgore informed New Peoples Bankshares, Inc., of his decision to resign from the Board of Directors of the Company effective Jan. 8, 2013, due to his increasingly busy schedule with his law practice and various other business interests in which he is actively engaged. About New Peoples Bankshares New Peoples Bankshares, Inc., is a Virginia bank holding company headquartered in Honaker, Virginia. New Peoples subsidiaries include: New Peoples Bank, Inc., a Virginia banking corporation (the Bank) and NPB Web Services, Inc., a web design and hosting company (NPB Web). The Bank is headquartered in Honaker, Virginia and operates 27 full service offices in the southwestern Virginia counties of Russell, Scott, Washington, Tazewell, Buchanan, Dickenson, Wise, Lee, Smyth, and Bland; Mercer County in southern West Virginia and the eastern Tennessee counties of Sullivan and Washington. According to the Company's quarterly report for the period ended June 30, 2012, the Company and the Bank are subject to various capital requirements administered by federal banking agencies. "The Bank was well capitalized as of June 30, 2012, as defined by the capital guidelines of bank regulations, however, the Company continued to be below the minimum capital requirements as a result of the Tier 1 leverage ratio decreasing to 3.72%, which was below the minimum requirement of 4.00%. Subject to the conversion of the director notes, we expect to return to well-capitalized status at the holding company level in 2012. The Company's capital as a percentage of total assets was 3.27% at June 30, 2012, compared to 3.70% at Dec. 31, 2011." The Company's balance sheet at Sept. 30, 2012, showed $708.21 million in total assets, $680.10 million in total liabilities and $28.11 million in total stockholders' equity. NEW STREAMWOOD: Case Summary & Unsecured Creditor ------------------------------------------------- Debtor: New Streamwood Lanes, Inc. dba Streamwood Bowl 1232 E Irving Park Rd Streamwood, IL 60107 Bankruptcy Case No.: 13-00887 Chapter 11 Petition Date: January 9, 2013 Court: United States Bankruptcy Court Northern District of Illinois (Chicago) Judge: Timothy A. Barnes Debtor's Counsel: Ryan Kim, Esq. INSEED LAW PC 2454 E Dempster St., Suite 301 Des Plaines, Il 60016 Tel: (847) 905-6262 Fax: (847) 770-4774 E-mail: lawfirminseed@gmail.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 In its list of 20 largest unsecured creditors, the Company placed only one entry: Entity Nature of Claim Claim Amount ------ --------------- ------------ SomerCor 504, Inc. $1,157,000 Two East 8th Street Chicago, IL 60605 The petition was signed by Terence Vaughn, president. NMT MEDICAL: Knight Capital Discloses 7.6% Equity Stake ------------------------------------------------------- In an amended Schedule 13G filing with the U.S. Securities and Exchange Commission, Knight Capital Americas, LLC, disclosed that, as of Dec. 31, 2012, it beneficially owns 1,221,920 shares of common stock of NMT Medical, INC., representing 7.63% based on outstanding shares reported in the Company's Form 10-Q filed with the SEC for the period ending Sept. 30, 2010. A copy of the amended Schedule 13G is available at http://is.gd/8rLdE9 About NMT Medical Based in Boston, NMT Medical, Inc. (NASDAQ: NMTI) -- http://www.nmtmedical.com/-- is an advanced medical technology company that designs, develops, manufactures and markets proprietary implant technologies that allow interventional cardiologists to treat structural heart disease through minimally invasive, catheter-based procedures. The Company's balance sheet at Sept. 30, 2010, showed $7.78 million in total assets, $9.75 million in total liabilities, and a stockholders' deficit of $1.97 million. The Company has incurred losses from operations during each of the past two fiscal years and has experienced decreasing sales over those time periods. The Company also incurred a loss from operations of $10.71 million for the nine months ended Sept. 30, 2010. The Company has also had negative operating cash flows over the comparable periods, have approximately $3.40 million in cash, cash equivalents and marketable securities as of Sept. 30, 2010, and has an accumulated deficit of $59.21 million as of Sept. 30, 2010. The Company has not filed its succeeding periodic reports after its Sept. 30 Quarterly Report. NORANDA ALUMINUM: Moody's Assigns 'B2' CFR/PDR; Outlook Negative ---------------------------------------------------------------- Moody's Investors Service assigned a B2 corporate family rating, a B2 probability of default rating and an SGL-3 speculative grade liquidity rating to Noranda Aluminum Acquisition Corporation ("Noranda"). Moody's also downgraded the ratings on Noranda's senior secured term loan facility to Ba3 from Ba2 and senior unsecured notes to Caa1 from B3. The outlook remains negative. At the same time, Moody's withdrew all ratings of Noranda Aluminum Holding Corporation ("Holdco"), including the B1 corporate family rating, B1 probability of default rating and SGL-2 speculative grade liquidity rating. as Holdco debt has been repaid and there is no rated debt at this entity. Holdco is the parent company of Noranda, which in turn owns the group's operating entities. Ratings Rationale The effective downgrade of the group's corporate family rating reflects Moody's view that Noranda will face challenges over the next 12 to 18 months that will stifle profitability and limit the company's ability to pay down debt. Since the beginning of 2012, LME aluminum prices have dropped nearly 10%, reinforcing Moody's view that global economic uncertainty and sluggish demand will keep aluminum prices at low levels within the foreseeable time horizon. Moreover, while aluminum prices remain weak, the company continues to be exposed to volatility in the costs of key inputs such as energy and caustic soda. Consequently, Moody's expects debt protection metrics such as debt-to-EBITDA and EBIT-to- interest to deteriorate to 5.5x and 1.0x, respectively within the next 12 to 18 months. Moody's believes that metrics at these levels are no longer appropriate for the B1 rating. Also considered are the weaker cash flow metrics given reduced profits and other 2012 expected cash outflows related to the out of the money natural gas hedge positions and tax payments on aluminum hedge gains from prior years. The impact of these is a 2012 event only. The downgrade of the speculative grade liquidity rating to SGL-3 from SGL-2 reflects Moody's expectations for reduced EBITDA and cash flow, leading to higher borrowings under the company's revolver (ABL) in the next 12 months. Furthermore, it is unlikely that the company will scale back capital expenditures in the near term as the company must invest in improving the reliability of its operations given its reliance on both a single-location smelter and refinery. As a result, Moody's believes that Noranda will generate negative free cash flow (cash from operations less capital expenditures and dividends) during the forecast period. Noranda's B2 Corporate Family Rating reflects the company's good position with its customer base and its markets served. Additionally, continued focus on cost control and cost reduction under its "Cost-Out, Reliability and Effectiveness"(CORE) program, as well as the benefits to its overall cost position from its alumina refinery and bauxite operations are expected to continue to provide some mitigation to the volatility of aluminum prices and input costs. These latter benefits are derived from the earnings generated by third party sales of both excess bauxite and aluminum, which the company views as a reduction to overall production costs in its primary aluminum operations. At the same time, the rating reflects Noranda's relatively small size, its earnings leverage to performance of the primary metal business, fundamental challenges in the aluminum markets, and the reliance of this business on a single smelter and refinery - which leaves the company exposed to any future disruptions at the New Madrid, Missouri smelter and Gramercy, Louisiana refinery. While the downstream operations add a level of relative stability, their EBITDA contribution is still likely to remain small relative to the more commodity-like primary aluminum and alumina segments, absent a significant increase in production capacity. The upstream primary operations will remain the dominant earnings driver and will continue to reflect the cyclicality of the aluminum price and demand levels. The rating also reflects the company's exposure to volatility in the cost of key inputs such as energy and caustic soda. The Ba3 senior secured term loan rating reflects its priority position in the capital structure and the benefit of the loss absorption provided by the unsecured debt below this instrument. Borrowings under the term loan are secured on a first priority basis on assets other than inventory and accounts receivables, which are pledged on a first lien basis to the ABL ("ABL priority collateral"). The term loan has a second lien position on the ABL collateral. The Caa1 rating on the senior unsecured notes reflects the effective subordination of these instruments to a substantial amount of first lien secured debt and priority accounts payables, and the expectation of a considerable loss in value in a default scenario. The negative outlook incorporates Moody's expectation for flat year-over-year shipments in 2012 and weaker earnings and cash flow generation over the next 12 to 18 months, given the lower aluminum price levels and continued slow economic recovery. Consequently, leverage is expected to remain high over the same period. The negative outlook also reflects Moody's view that the company could experience further deterioration in its credit and liquidity profiles. Noranda's rating could be downgraded if LME aluminum prices were to further decline from currently weak levels and production costs were to escalate, or the company's operations encountered disruptions leading to a deterioration in operating performance and credit metrics. Furthermore, the rating could be downgraded should the company engage in aggressive financial policies that result in a material impact on its leverage profile. Specifically, the rating could be lowered if credit metrics were to deteriorate and unlikely to improve such that adjusted debt-to-EBITDA were sustained above 5.5 times, EBIT-to-interest below 1.0 times, or if cash flow remained negative over a longer than expected time horizon. At this point, a positive outlook or upgrade is unlikely, given Moody's expectations for reduced profitability, weaker credit metrics, the company's relatively small size, reliance on one smelter and refinery, exposure to the cyclicality of aluminum price and demand swings. In addition, uncertainty over financial policies is a further limiting factor. The principal methodology used in rating Noranda was the Global Steel Industry Methodology published in October 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. Headquartered in Franklin, Tennessee, Noranda Aluminum Acquisition Corporation directly owns Noranda Aluminum, Inc. and indirectly controls Noranda Aluminum Inc.'s subsidiaries (we collectively refer to the group of companies as "Noranda"). The group's ultimate parent and holding company is Noranda Aluminum Holding Corporation. Noranda is involved in primary aluminum production at its New Madrid, Missouri smelter and in downstream operations through four rolling mills. During the 12 months ending September 30, 2012, Noranda shipped approximately 499 million pounds of primary aluminum to external customers and 369 million pounds of fabricated products, generating revenues of $1.4 billion. NORD RESOURCES: Has New Copper Cathode Sales Pact With Red Kite --------------------------------------------------------------- Nord Resources Corporation entered into a new copper cathode sales agreement with Red Kite Master Fund Limited for 100% of the production from the Johnson Camp Mine, given the expiry of the long term copper cathode sales agreement between the parties that was in place from Feb. 1, 2008, through Dec. 31, 2012. The agreement runs through March 31, 2013, with renewable extensions by mutual agreement of both parties. Pursuant to the agreement, Red Kite accepts delivery of the cathodes at the Johnson Camp Mine, and pricing is based on the COMEX price for high?grade copper on the date of sale. In July 2010, Nord suspended mining new ore at the Johnson Camp Mine as it sought financing to permit the company to restructure its debt and provide additional capital for constructing a new leaching pad. It continues to leach copper from the material previously placed on the existing three pads on its property, processing it through the Johnson Camp Mine's SX-EW plant. As expected, the level of copper production and sales continue to decline at a steady rate. About Nord Resources Based in Tuczon, Arizona, Nord Resources Corporation (TSX:NRD/OTCBB:NRDS.OB) -- http://www.nordresources.com/-- is a copper mining company whose primary asset is the Johnson Camp Mine, located approximately 65 miles east of Tucson, Arizona. Nord commenced mining new ore in February 2009. On June 2, 2010, Nord Resources appointed FTI Consulting to advise on refinancing structures and strategic alternatives. Nord Resources reported a net loss of $10.31 million on $14.48 million of net sales in 2011, compared with a net loss of $21.20 million on $28.64 million of net loss in 2010. The Company's balance sheet at Sept. 30, 2012, showed $52.82 million in total assets, $67.76 million in total liabilities and a $14.93 million total stockholders' deficit. NORTHAMPTON GENERATING: Wants Plan Deadline Moved to March 9 ------------------------------------------------------------ Northampton Generating Company, L.P., asks, for the ninth time, the U.S. Bankruptcy Court for the Western District of North Carolina to extend its exclusive periods to file and solicit acceptances for the proposed Plan of Reorganization until March 9, 2013, and May 8, respectively. Absent the extension, the Debtor's exclusive right to file a plan will expire on Feb. 7. The Debtor notes that after negotiations and discussions with the secured lenders and other creditors, it filed its Plan on Dec. 21, 2012. The Debtor seeks to further extend the exclusive periods so that the Debtor will have additional time to amend and re-file the Plan, if necessary, and to solicit acceptances thereof. The Plan According to the Disclosure Statement dated Dec. 21, the primary purposes of the Plan are to: -- provide for the continued operation and growth of the Debtor's energy generating operations; -- provide for the cancellation of existing equity interests and the issuance of new equity Interests; -- provide for an equity infusion by the beneficial owners which will provide additional liquidity to the Debtor; and -- provide for payments to certain creditors in accordance with the terms of the Plan. About Northampton Generating Northampton Generating Co. LP is the owner of a 112 megawatt electric generating plant in Northampton, Pennsylvania. The plant is fueled with waste products, including waste coal, fiber waste, and tires. The power is sold under a long-term agreement to an affiliate of FirstEnergy Corp. Northampton Generating filed for Chapter 11 bankruptcy (Bankr. W.D.N.C. Case No. 11-33095) on Dec. 5, 2011. Hillary B. Crabtree, Esq., and Luis Manuel Lluberas, Esq., at Moore & Van Allen PLLC, in Charlotte, N.C., serve as counsel to the Debtors. Houlihan Lokey Capital, Inc., is the financial advisor. The Debtor disclosed $205,049,256 in assets and $121,515,045 in liabilities as of the Chapter 11 filing. No request for the appointment of a trustee or examiner has been made, and no statutory committee or trustee has been appointed in the case. NORTHAMPTON GENERATING: Cash Use Extended to Jan. 18 ---------------------------------------------------- Northampton Generating Company, L.P., filed with the Court a proposed seventh amendment of the final order regarding use of cash collateral and adequate protection. The seventh amendment, filed with the written consent of the collateral agent, provides that Section 16(viii) of the final order is amended to provide a new date of Jan. 18, 2013. As reported in the Troubled Company Reporter on Aug. 14, 2012, on Jan. 13, 2012, the Court entered a final order regarding use of cash collateral and adequate protection. Pursuant to Section 5 of the final order, the amendment of the date appearing in Section 16(viii) of the final order may be effectuated, with the consent of the collateral agent, by filing with the Court a notice of amendment. Such amendment will be effective upon filing. As reported in the TCR on Jan. 23, 2012, U.S. Bank National Association, as successor collateral agent and successor senior bond trustee for the senior bonds and Law Debenture Trust Company of New York, not individually but as successor bond trustee has consented to the Debtor's access to the cash collateral to operate its business postpetition. As of the Petition Date, the Debtor has obligations associated with certain resource recovery revenue bonds issued for Debtor's benefit in 1994. As of the Petition Date, the amounts due and owing by Debtor with respect to the Bonds and Bond Documents are: i) unpaid principal on the Senior Bonds in the amount of $71,400,000; ii) unpaid principal on the Junior Bonds in the amount of $19,100,000; iii) accrued but unpaid interest on the Senior Bonds in the amount of $2,011,496; iv) accrued but unpaid interest on the Junior Bonds in the amount of $2,688,749; and v) unliquidated, accrued and unpaid fees and expenses of the Bond Trustees and their counsel incurred through the Petition Date. As adequate protection from diminution in value of the lenders' collateral the Debtor will grant each Bond Trustee replacement lien and security interest (the Rollover Lien) in all assets of the Debtor existing on or after the Petition Date of the same type as the prepetition Bond Collateral, a superpriority administrative expense claim status, subject to carve out. Additionally, the Debtor will make adequate protection payments based on fees and expenses of (x) the Bond Trustees and their respective professionals and (y) certain specified professionals representing the holders of the Junior Bonds, incurred in connection with the Bonds, including the Prepetition Expense Claim. About Northampton Generating Northampton Generating Co. LP is the owner of a 112 megawatt electric generating plant in Northampton, Pennsylvania. The plant is fueled with waste products, including waste coal, fiber waste, and tires. The power is sold under a long-term agreement to an affiliate of FirstEnergy Corp. Northampton Generating filed for Chapter 11 bankruptcy (Bankr. W.D.N.C. Case No. 11-33095) on Dec. 5, 2011. Hillary B. Crabtree, Esq., and Luis Manuel Lluberas, Esq., at Moore & Van Allen PLLC, in Charlotte, N.C., serve as counsel to the Debtors. Houlihan Lokey Capital, Inc., is the financial advisor. The Debtor disclosed $205,049,256 in assets and $121,515,045 in liabilities as of the Chapter 11 filing. No request for the appointment of a trustee or examiner has been made, and no statutory committee or trustee has been appointed in the case. NORTHCORE TECHNOLOGIES: Amends 2011 Annual Report ------------------------------------------------- Northcore Technologies Inc. amended its annual report on Form 20-F for the year ended Dec. 31, 2011, filed with the Securities and Exchange Commission on April 3, 2012, for the purpose of amending Item Number 3(A) and Item Number 18 to the 2011 Form 20-F. The amendment has no effect to the Company's statements of operations and balance sheet for 2011. Item 3(A) provides that: "The selected financial data set forth below should be read in conjunction with, and is qualified by reference to, our consolidated financial statements and the related notes, and the section "Operating and Financial Review and Prospects" included elsewhere in this Annual Report. The consolidated statement of operations data for the years ended December 31, 2011 and 2010 and consolidated statements of financial position data as of December 31, 2011 and 2010, as set forth below, are derived from our audited consolidated financial statements and the related notes included elsewhere in this Annual Report in accordance with International Financial Reporting Standards. The consolidated statement of operations and comprehensive loss data for the years ended December 31, 2009, 2008 and 2007 and the consolidated statements of financial positions data as at December 31, 2009, 2008, and 2007 have been derived from our audited consolidated financial statements for those years in accordance with Canadian generally accepted accounting principles and reconciled to accounting principles generally accepted in the United States of America, which are not included in this Annual Report but have previously been filed with the Commission." According to the amended Annual Report for the year ended Dec. 31, 2011, the Company has not yet realized profitable operations and has relied on non-operational sources of financing to fund operations. The Company's ability to continue as a going concern will be dependent on management's ability to successfully execute its business plan including a substantial increase in revenue as well as maintaining operating expenses at or near the same level as 2011. The Company cannot provide assurance that it will be able to execute on its business plan or assure that efforts to raise additional financings will be successful. "The continued existence beyond 2011 is dependent on the Company's ability to increase revenue from existing products and services, and to expand the scope of its product offering which entails a combination of internally developed software and business ventures with third parties, and to raise additional financing." A copy of the amended Form 20-F is available for free at: http://is.gd/VXZZDn About Northcore Technologies Toronto, Ontario-based Northcore Technologies Inc. (TSX: NTI; OTC BB: NTLNF) -- http://www.northcore.com/-- provides a Working Capital Engine(TM) that helps organizations source, manage, appraise and sell their capital equipment. Northcore offers its software solutions and support services to a growing number of customers in a variety of sectors including financial services, manufacturing, oil and gas and government. Northcore owns 50% of GE Asset Manager, LLC, a joint business venture with GE. Together, the companies work with leading organizations around the world to help them liberate more capital value from their assets. The Company reported a loss and comprehensive loss of C$3.93 million in 2011, compared with a loss and comprehensive loss of C$3.03 million in 2010. The Company's balance sheet at Sept. 30, 2012, showed C$3.49 million in total assets, C$1.27 million in total liabilities and C$2.21 million in total shareholders' equity. NORTHCORE TECHNOLOGIES: Signs Consulting Pact with Dynamic Equity ----------------------------------------------------------------- Northcore Technologies Inc. entered into a consulting agreement with Dynamic Equity Fund II to assist the Company in implementing new initiatives. As part of its mandate, Dynamic will help the Company form a Special Committee comprised of relevant domain experts who will create and implement an action plan to transition Northcore into higher margin opportunities by fundamentally changing the Company's approach to revenue generation from its patented and proprietary intellectual property. "We are looking forward to Dynamic delivering and implementing an action plan with the expected results being that Northcore and Envision will see benefits in Q2 of this year and beyond," said Jim Moskos, Interim CEO of Northcore Technologies. Northcore develops solutions to support the evolving needs of industry and provides comprehensive platforms for the management of capital equipment and the implementation of Social Commerce business models. These products are proven, effective and in use by some of the world's most successful corporations. Further disclosure on Envision's portfolio and capabilities can be found at www.envisiononline.ca. About Northcore Technologies Toronto, Ontario-based Northcore Technologies Inc. (TSX: NTI; OTC BB: NTLNF) -- http://www.northcore.com/-- provides a Working Capital Engine(TM) that helps organizations source, manage, appraise and sell their capital equipment. Northcore offers its software solutions and support services to a growing number of customers in a variety of sectors including financial services, manufacturing, oil and gas and government. Northcore owns 50% of GE Asset Manager, LLC, a joint business venture with GE. Together, the companies work with leading organizations around the world to help them liberate more capital value from their assets. The Company reported a loss and comprehensive loss of C$3.93 million in 2011, compared with a loss and comprehensive loss of C$3.03 million in 2010. The Company's balance sheet at Sept. 30, 2012, showed C$3.49 million in total assets, C$1.27 million in total liabilities and C$2.21 million in total shareholders' equity. NUSTAR LOGISTICS: Moody's Cuts Sr. Long-Term Debt Rating to 'Ba1' ----------------------------------------------------------------- Moody's Investors Service downgraded NuStar Logistics, L.P.'s senior long-term debt rating to Ba1 from Baa3, concluding a review announced on July 9, 2012. NuStar Logistics is one of the main operating subsidiaries and the chief financing entity for NuStar Energy L.P (NuStar), the public Master Limited Partnership. At the same time it assigned a Corporate Family Rating of Ba1 and an SGL- 3 Speculative Grade Liquidity Rating to NuStar Logistics. The rating outlook is stable. Ratings Assignments -- NuStar Logistics L.P. and NuStar Pipeline Operating Partnership L.P. senior notes downgraded to Ba1 -- NuStar Logistics L.P. Corporate Family Rating of Ba1 -- NuStar Logistics L.P. Probability of Default Rating of Ba1 -- Speculative Grade Liquidity Rating of SGL-3 Ratings Rationale The downgrade reflects the high capital spending and debt financing needed to support NuStar's acquisitions and internal growth investments, which will keep financial leverage elevated and result in weak distribution coverage over the next few years. The MLP also faces a degree of execution risk on the assets it is acquiring from TexStar Midstream Services LP, which will entail construction and integration risk relative to NuStar's existing assets, although the ultimate goal of its operational transition is to de-risk its business profile and improve returns. Given NuStar Energy's consolidated leverage and depressed unit price, the MLP is unlikely to tap equity markets in the near-term to help finance its growth. NuStar's elevated financial leverage, with adjusted Debt/EBITDA estimated in area of 5.3x as of the end of 2012, is the result of poor returns, the earnings volatility and hedging losses on past refining operations and, most recently, the debt-financed acquisitions (closed and pending) of the TexStar crude oil pipelines, gathering, and storage operations, as well as NGLs pipelines and fractionation assets. The cost of the TexStar assets will be in the area of $425 million. In addition, NuStar expects to invest more than $625 million in growth capital in 2013, much of which will be tied to the expansion and integration of the TexStar assets, including construction of a Y-Grade pipeline, fractionators, and crude gathering and terminal assets, but also for other internal growth projects in the storage business. In line with its MLP distribution model, NuStar will need to rely on debt to fund the expansion, with leverage still high in 2013 and beyond. While some incremental cash flow from growth projects will accrue in 2013, the benefit of rising EBITDA will mostly be realized toward the end of 2014. The Ba1 rating is supported by the breadth of NuStar's midstream assets and a view that its business strategy and growth investments are favorable in helping transition and grow its core operations to a more fee-based transportation and storage model. These should result in rising and more predictable cash flows, particularly with the growing role it will play in oil and NGLs production in the Eagle Ford Shale. NuStar's formation of the NuStar Asphalt LLC joint-venture in 2012 and phased exit from its refining related businesses, including the sale of its San Antonio refinery, will enhance its business profile by relieving it of the volatility, thin margins and high working capital requirements of those operations. While Moody's does not ascribe significant value to any future distributions from the joint venture, the rating agency notes that NuStar does continue to have exposure in the form of a working capital facility and other guarantees and financial supports to the joint-venture. Moody's views NuStar's liquidity as adequate and have assigned a Speculative Grade Liquidity Rating of SGL-3. During the second quarter of 2012, NuStar renewed and upsized its unsecured revolving credit to a $1.5 billion commitment, but shortly after closing a tight covenant required a bank waiver of the maximum Debt/EBITDA covenant. Liquidity has improved since then. As of September 30, 2012, the company had $1.15 billion of availability to support both its capital needs and sizeable debt maturities, with $500 million of long-term debt due in 2013. While NuStar uses its revolving credit to support capital spending, working capital and debt refinancing, it appears to have good access to capital markets. The pending issuance of subordinated notes will provide long-term financing of the TexStar assets and bolster liquidity. In addition, working capital requirements have declined with the phased exit from the asphalt business, and NuStar received $100 million from the sale of the San Antonio refinery in early January 2013. The Ba1 long-term rating for the senior unsecured debt of NuStar Logistics L.P. and NuStar Pipeline Operating Partnership L.P. reflects the overall probability of default of NuStar Logistics, to which Moody's assigns a PDR of Ba1, and a loss given default of LGD 4 (51%). All of NuStar Energy L.P.'s consolidated debt is held by these entities, including the $1.5 billion bank revolving credit. Both entities cross guarantee each other's debt, and they also have parent guarantees from NuStar Energy L.P., including the bank revolver. The outlook for NuStar's Ba1 CFR and debt ratings is stable. The ratings could be downgraded if NuStar's Debt/EBITDA remains elevated at 5.5x or higher and distribution coverage stays under 1x over the next few years, indicative of continued high spending, project delays, underperforming assets, or even more aggressive growth spending. Over the next two years Moody's will watch NuStar's progress in delivering on its growth projects, stronger capital returns, and expected increases in cash flow and EBITDA. Prospects for adjusted Debt/EBITDA approaching 4x on a sustainable basis, and more robust distribution coverage above 1.1x, could lead to an upgrade. The principal methodology used in rating NuStar Energy was the Global Midstream Energy Industry Methodology published in December 2010. Other methodologies used include Loss Given Default for Speculative-Grade Non-Financial Companies in the U.S., Canada and EMEA published in June 2009. OCALA SHOPPES: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------ Debtor: The Ocala Shoppes LLC 12570 Telecom Drive Tampa, FL 33637 Bankruptcy Case No.: 13-00125 Chapter 11 Petition Date: January 7, 2013 Court: U.S. Bankruptcy Court Middle District of Florida (Tampa) Judge: Michael G. Williamson Debtor's Counsel: David S. Jennis, Esq. JENNIS & BOWEN, P.L. 400 North Ashley Drive, Suite 2540 Tampa, FL 33602 Tel: (813) 229-1700 Fax: (813) 229-1707 E-mail: ecf@jennisbowen.com - and ? Suzy Tate, Esq. JENNIS & BOWEN, P.L. 400 North Ashley Drive, Suite 2540 Tampa, FL 33602 Tel: (813) 229-1700 Fax: (813) 229-1707 E-mail: ecf@jennisbowen.com Estimated Assets: $50,000,001 to $100,000,000 Estimated Debts: $50,000,001 to $100,000,000 The petition was signed by Gordon Comer, vice president of Acquivest Corp., managing member. Debtor's List of Its 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ MLB Services Rendered $502,355 c/o Fisher, Butts, et al. 5200 SW 91st Terrace, Suite 101 Gainesville, FL 32608 MacFarlane Ferguson Legal Services $442,351 One Tampa City Center, 201 N. Franklin Street Tampa, FL 33602 Barnes & Noble Booksellers Tenant Allowance $209,000 Attn: Occupancy Accounting 1400 Old Country Road Westbury, NY 11590 The Higbee Company -- $155,000 CRO-MSRG Development, LP Goods/Services $150,000 Morton's Gourmet Consulting, Inc. Services $100,000 Countryside Glass & Mirror Goods/Services $77,997 Rocke McLean Sbar Legal Services $71,795 Mike Scott Plumbing Services $49,137 Securitas Security Services Services $45,021 GHG Insurance, Inc. Insurance $43,308 Suncoast Paving Services $26,142 Bernie Ruekberg Services $23,523 Florida Express Environmental, LLC Goods/Services $19,381 Adams & Reese, LLP Legal Services $18,223 Clark Sales Display, Inc. Services $16,536 Morton's Gourmet Consulting, Inc. Services $16,346 Sumpter Electric Cooperative Inc. Utility Services $15,289 Dana Enterprises Inc. Goods/Services $14,297 M.P. Spychala & Assoc., Inc. Services $10,273 OLDE PRAIRIE: Parties-In-Interest Object to the Plan Confirmation ----------------------------------------------------------------- CenterPoint Properties Trust, Christopher Cogewill as trustee for The Promenade Trust, and Rosa W. Scarelli objected to the confirmation of the Olde Prairie Block Owner, LLC 's Modified Chapter 11 Plan dated Dec. 14, 2012. The Debtor's Modified Plan provides that unsecured creditors will be paid 100%. Rosa Scarcelli is an equity holder of the Debtor. The trustee owns approximately 40% of one of the two LLCs that own the Debtor and 25% of the other, and Ms. Scarcelli owns 8% of the interest of one of the LLC owners of the Debtor, and therefore both have an indirect equity interest in the Debtor. About Olde Prairie Block Owner Olde Prairie Block Owner, LLC, filed a bare-bones Chapter 11 petition (Bankr. N.D. Ill. Case No. 12-37599) in Chicago on Sept. 2012, disclosing assets of $97 million in assets and $80.6 million in liabilities in its schedules. The Debtor owns two properties: (i) the Old Prairie Property, a 53,575 square foot parcel that has a building and a gravel paved lot at E. Cermak Road in Chicago, and (ii) the Lakeside Property, a 159,960 square-feet property that contains buildings in Chicago. The Debtor said CenterPoint Properties Trust has a disputed claim of $70.8 million, of which $63.3 million is secured. JMB Capital Partners is owed $3.4 million on account of DIP financing in a previous Chapter 11 case. Olde Prairie Block first sought chapter 11 protection (Bankr. N.D. Ill. Case No. 10-22668) on May 18, 2010. Two years later, the bankruptcy judge in Chicago dismissed the case and granted Centerpoint's motion to lift automatic stay to permit its state- court foreclosure action to proceed. In the prior case, the Debtor was represented by John Ruskusky, Esq., George R. Mesires, Esq., and Patrick F. Ross, Esq., at Ungaretti & Harris LLP, in Chicago. Robert R. Benjamin, Esq., at Golan & Christie, LLP, serves as counsel to the Debtor in the 2012 Chapter 11 case. CenterPoint is represented in the 2012 case by David F. Heroy, Esq., and Erin E. Broderick, Esq., at Baker & McKenzie LLP. No creditor's committee has been appointed in the case. No trustee has been appointed. OLD SECOND: To Release Q4 Financial Results on Jan. 23 ------------------------------------------------------ Old Second Bancorp, Inc., will release financial results for the fourth quarter of 2012 after the market closes on Jan. 23, 2013. The Company will also host an earnings call on Thursday, Jan. 24, 2013, at 11:00 a.m. Eastern Time (10:00 a.m. Central Time). Investors may listen to the Company's earnings call via telephone by dialing 877-407-8035. Investors should call in to the dial-in number at least 10 minutes prior to the scheduled start of the call. A replay of the earnings call will be available until 12:00 p.m. Eastern Time (11:00 a.m. Central Time) on Feb. 7, 2013, by dialing 877-660-6853, using Conference ID #: 407414. About Old Second Old Second Bancorp, Inc., is a financial services company with its main headquarters located in Aurora, Illinois. The Company is the holding company of Old Second National Bank, a national banking organization headquartered in Aurora, Illinois and provides commercial and retail banking services, as well as a full complement of trust and wealth management services. The Company has offices located in Cook, Kane, Kendall, DeKalb, DuPage, LaSalle and Will counties in Illinois. The Company's balance sheet at Sept. 30, 2012, showed $1.903 billion in total assets, $1.832 billion in total liabilities, and stockholders' equity of $70.7 million. Old Second Bancorp reported a net loss of $6.49 million in 2011, compared with a net loss of $108.64 million in 2010. OMNICOMM SYSTEMS: Matthew Veatch Quits from Board of Directors -------------------------------------------------------------- Matthew D. Veatch resigned as a member of the Board of Directors of OmniComm Systems, Inc., as well as the Company's Compensation Committee and Governance and Nominating Committee. The resignation was effective on Dec. 31, 2012. Mr. Veatch's resignation was not in connection with any known disagreement with the Company on any matter relating to the Company's operations, policies or practices. About OmniComm Systems Ft. Lauderdale, Fla.-based OmniComm Systems, Inc., is a healthcare technology company that provides Web-based electronic data capture ("EDC") solutions and related value-added services to pharmaceutical and biotech companies, clinical research organizations, and other clinical trial sponsors principally located in the United States and Europe. OmniComm reported a net loss of $3.52 million in 2011, compared with a net loss of $3.13 million in 2010. The Company's balance sheet at Sept. 30, 2012, showed $2.81 million in total assets, $30.21 million in total liabilities and a $27.40 million total shareholders' deficit. "The ability of the Company to continue in existence is dependent on its having sufficient financial resources to bring products and services to market for marketplace acceptance," the Company said in its quarterly report for the period ended Sept. 30, 2012. "As a result of our historical operating losses, negative cash flows and accumulated deficits for the period ending September 30, 2012 there is substantial doubt about the Company's ability to continue as a going concern." OPTIMUMBANK HOLDINGS: Ari Haas Discloses 9.7% Equity Stake ---------------------------------------------------------- In an amended Schedule 13G filing with the U.S. Securities and Exchange Commission, Ari Haas disclosed that, as of Aug. 15, 2012, he beneficially owns 3,000,000 shares of common stock of OptimumBank Holdings, Inc., representing 9.7% based upon 30,900,833 shares of the Company's common stock outstanding per the Company's Form 10-Q filed with the Securities and Exchange Commission on Nov. 14, 2012. A copy of the filing is available for free at http://is.gd/YPU2wt About OptimumBank Holdings OptimumBank Holdings, Inc., headquartered in Fort Lauderdale, Fla., is a one-bank holding company and owns 100% of OptimumBank, a state (Florida)-chartered commercial bank. The Company's balance sheet at Sept. 30, 2012, showed $150.0 million in total assets, $141.1 million in total liabilities, and stockholders' equity of $8.9 million. Regulatory Enforcement Actions On April 16, 2010, the Bank consented to the issuance of a Consent Order by the FDIC and OFR. The Consent Order covers areas of the Bank's operations that warrant improvement and imposes various requirements and restrictions designed to address these areas, including the requirement to maintain certain minimum capital ratios. Management believes that the Bank is currently in substantial compliance with all the requirements of the Consent Order except for the following requirements: * Scheduled reductions by Oct. 31, 2011, and April 30, 2012, of 60% and 75%, respectively, of loans classified as substandard and doubtful in the 2009 FDIC Examination; * Retention of a qualified chief executive officer and a chief lending officer; and * Development of a plan to reduce Bank's concentration in commercial real estate loans acceptable to the supervisory authorities. The Bank has implemented comprehensive policies and plans to address all of the requirements of the Consent Order and has incorporated recommendations from the FDIC and OFR into these policies and plans. As of Sept. 30, 2012, scheduled reductions of the aforementioned 2009 classified loans were 59.44%. OVERLAND STORAGE: Fails to Comply with NASDAQ's MVLS Rule --------------------------------------------------------- Overland Storage, Inc., received on Jan. 2, 2013, a notice from The NASDAQ Stock Market LLC stating that for the last 30 consecutive business days the Company's common stock had not maintained a minimum market value of listed securities, or MVLS, of $35 million as required for continued listing on The NASDAQ Capital Market under NASDAQ Listing Rule 5550(b)(2). The notice has no effect the listing of the Company's common stock on The NASDAQ Capital Market at this time. In accordance with Listing Rule 5810(c)(3)(C), the Company has 180 calendar days, or until July 1, 2013, to regain compliance with the MVLS requirement. To regain compliance, the MVLS of the Company's common stock must be $35 million or more for a minimum of ten consecutive business days ending no later than July 1, 2013. No assurance can be given that the Company will regain compliance during that period. If the Company does not regain compliance by July 1, 2013, the NASDAQ staff will provide the Company with written notification that the Company's common stock is subject to delisting. At that time, the Company may appeal the delisting determination to a NASDAQ Listing Qualifications Panel. About Overland Storage San Diego, Calif.-based Overland Storage, Inc. (Nasdaq: OVRL) -- http://www.overlandstorage.com/-- is a global provider of unified data management and data protection solutions designed to enable small and medium enterprises (SMEs), corporate departments and small and medium businesses (SMBs) to anticipate and respond to change. The Company incurred a net loss of $16.16 million for the fiscal year 2012, compared with a net loss of $14.49 million for the fiscal year 2011. The Company's balance sheet at Sept. 30, 2012, showed $32.08 million in total assets, $32.62 million in total liabilities and a $537,000 total shareholders' deficit. Moss Adams LLP, in San Diego, California, issued a "going concern" qualification on the consolidated financial statements for the year ended June 30, 2012. The independent auditors noted that the Company's recurring losses and negative operating cash flows raise substantial doubt about the Company's ability to continue as a going concern. OVERLAND STORAGE: Marathon Capital Hikes Equity Stake to 14.3% -------------------------------------------------------------- In an amended Schedule 13G filing with the U.S. Securities and Exchange Commission, Marathon Capital Management, LLC, disclosed that, as of Dec. 31, 2012, it beneficially owns 4,037,657 shares of common stock of Overland Storage Inc. representing 14.3% of the shares outstanding. Marathon Capital previously reported beneficial ownership of 3,234,486 common shares or a 13.8% equity stake as of Dec. 31, 2011. A copy of the amended filing is available for free at http://is.gd/qL0srf About Overland Storage San Diego, Calif.-based Overland Storage, Inc. (Nasdaq: OVRL) -- http://www.overlandstorage.com/-- is a global provider of unified data management and data protection solutions designed to enable small and medium enterprises (SMEs), corporate departments and small and medium businesses (SMBs) to anticipate and respond to change. The Company incurred a net loss of $16.16 million for the fiscal year 2012, compared with a net loss of $14.49 million for the fiscal year 2011. Overland Storage's balance sheet at Sept. 30, 2012, showed $32.08 million in total assets, $32.62 million in total liabilities and a $537,000 total shareholders' deficit. Moss Adams LLP, in San Diego, California, issued a "going concern" qualification on the consolidated financial statements for the year ended June 30, 2012. The independent auditors noted that the Company's recurring losses and negative operating cash flows raise substantial doubt about the Company's ability to continue as a going concern. OVERSEAS SHIPHOLDING: Taps Chilmark Partners as Financial Advisor ----------------------------------------------------------------- Overseas Shipholding Group, Inc., et al., asked the U.S. Bankruptcy Court for the District of Delaware for permission to employ Chilmark Partners, LLC as financial and restructuring advisor. Prepetition, the Debtors engaged Chilmark as financial and restructuring advisor to perform various restructuring-related astivities. Chilmark agreed to, among other things: a) review and analyze the Debtors' business and prospects; b) review and analyze the debtors' short-term and long-term business plans; and c) analyze the Debtors financial liquidity and financing requirements. The Debtors relate that Chilmark will not duplicate the services that other professionals provide the Debtors in the cases. Chilmark's fee structure includes, among other things: -- a $200,000 monthly fee; -- a fee equal to $8,500, payable upon consummation of the restructuring; -- a fee payable upon the consummation of the sale transaction; -- a fee payable upon the consummation of a financing eual to .75% of the amount raised in any financing. Prepetition, Chilmark received payments of $600,000 (consisting of $400,000 under the terms of the agreement and $200 under the terms of prior engagement letter as retainers for services to be rendered and expenses to be incurred. In addition, Chilmark received $200,000 for the services rendered in November 2012 ( monthly advance). Chilmark has performed a preliminary reconciliation of prepetition fees and expenses and drawn down $50,000 from the retainer and $93,333 from the monthlu advance, leaving a balance of $550,000 and $106,667, respectively. The Debtors had provided Chilmark a $400,000 retainer to be applied against fees and expenses incurred. To the best of the Debtors' knowledge, Chilmark is a "disinterested person' as that term is defined in Section 101(14) of the Bankruptcy Code. About Overseas Shipholding Overseas Shipholding Group, Inc., headquartered in New York, is one of the largest publicly traded tanker companies in the world, engaged primarily in the ocean transportation of crude oil and petroleum products. OSG owns or operates 111 vessels that transport oil and petroleum products throughout the world. Overseas Shipholding Group and 180 affiliates filed voluntary Chapter 11 petitions (Bankr. D. Del. Lead Case No. 12-20000) on Nov. 14, 2012. Bankruptcy Judge Peter J. Walsh oversees the case. Greylock Partners LLC Chief Executive John Ray serves as chief reorganization officer. Cleary Gottlieb Steen & Hamilton LLP serves as OSG's Chapter 11 counsel, while Chilmark Partners LLC serves as financial adviser. Kurtzman Carson Consultants LLC will provide certain administrative services. The Debtors disclosed $4.15 billion in assets and $2.67 billion in liabilities as of June 30, 2012. Liabilities include $1.49 billion on an unsecured credit agreement with DNB Bank ASA as agent. In addition to the secured Chinese loan, there is $518 million in unsecured notes and debentures plus $267 million on ship mortgages taken down to finance nine vessels. The Export-Import Bank of China, owed $312 million used for the construction of five tankers, is represented by Louis R. Strubeck, Jr., Esq., and Kristian W. Gluck, Esq., at Fulbright & Jaworski LLP in Dallas; David L. Barrack, Esq., and Beret Flom, Esq., at Fulbright & Jaworski in New York; and John Knight, Esq., and Christopher Samis, Esq., at Richards Layton & Finger PA. Chilmark Partners, LLC serves as financial and restructuring advisor. Roberta A. DeAngelis, U.S. Trustee for Region 3, appointed a five-member official committee of unsecured creditors in the case of Overseas Shipholding Group Inc. OVERSEAS SHIPHOLDING: Taps Morris Nichols as Delaware Co-Counsel ---------------------------------------------------------------- Overseas Shipholding Group, Inc., et al., asked the U.S. Bankruptcy Court for the District of Delaware for permission to employ Morris, Nichols, Arsht & Tunnell LLP as Delaware bankruptcy co-counsel. Prepetition, the Debtors have engaged Morris Nichols as their bankruptcy co-counsel in connection with the filing and prosecution of the cases. O Nov. 2, 2012, Morris Nichols received a payment of $250,000 as an advance fee for services to be rendered and expenses to be incurred, against which Morris Nichols applied $23,610 after a preliminary reconciliation of prepetition fees and expenses. On Nov. 5, Morris Nichols received an additional $188,280 from the Debtors to be held in trust for payment of filing fees for $180 Debtors. Morris Nichols currently holds a balance of $225,343 as advance payment for services to be rendered and expenses to be incurred To the best of the Debtors' knowledge, Morris Nichols is a "disinterested person' as that term is defined in Section 101(14) of the Bankruptcy Code. About Overseas Shipholding Overseas Shipholding Group, Inc., headquartered in New York, is one of the largest publicly traded tanker companies in the world, engaged primarily in the ocean transportation of crude oil and petroleum products. OSG owns or operates 111 vessels that transport oil and petroleum products throughout the world. Overseas Shipholding Group and 180 affiliates filed voluntary Chapter 11 petitions (Bankr. D. Del. Lead Case No. 12-20000) on Nov. 14, 2012. Bankruptcy Judge Peter J. Walsh oversees the case. Greylock Partners LLC Chief Executive John Ray serves as chief reorganization officer. Cleary Gottlieb Steen & Hamilton LLP serves as OSG's Chapter 11 counsel, while Chilmark Partners LLC serves as financial adviser. Kurtzman Carson Consultants LLC will provide certain administrative services. The Debtors disclosed $4.15 billion in assets and $2.67 billion in liabilities as of June 30, 2012. Liabilities include $1.49 billion on an unsecured credit agreement with DNB Bank ASA as agent. In addition to the secured Chinese loan, there is $518 million in unsecured notes and debentures plus $267 million on ship mortgages taken down to finance nine vessels. The Export-Import Bank of China, owed $312 million used for the construction of five tankers, is represented by Louis R. Strubeck, Jr., Esq., and Kristian W. Gluck, Esq., at Fulbright & Jaworski LLP in Dallas; David L. Barrack, Esq., and Beret Flom, Esq., at Fulbright & Jaworski in New York; and John Knight, Esq., and Christopher Samis, Esq., at Richards Layton & Finger PA. Chilmark Partners, LLC serves as financial and restructuring advisor. Roberta A. DeAngelis, U.S. Trustee for Region 3, appointed a five-member official committee of unsecured creditors in the case of Overseas Shipholding Group Inc. OXFORD FINANCE: Moody's Assigns 'B1' CFR; Outlook Stable -------------------------------------------------------- Moody's Investors Service assigned a first-time B1 corporate family rating (CFR) to Oxford Finance LLC and assigned a B1 rating to the company's planned $200 million senior unsecured bond. The outlook is stable. Summary Rating Rationale The B1 ratings reflect the company's strong liquidity profile and capital position along with its solid financial performance and asset quality. Offsetting these positive attributes are Oxford's relatively small size in the highly competitive healthcare finance market along with its concentrated loan portfolio. In addition, the company is subject to key man risk with respect to its founder and CEO. Oxford is a specialty finance company that provides primarily senior secured term lending to the life sciences and healthcare sectors. The company is privately held with the Sumitomo Corporation and funds managed by the private equity firm Welsh, Carson, Anderson & Stowe equally owning 97.5% of the company with the remainder owned by Oxford's founder and current Chairman and CEO. The $200 million senior unsecured bond issuance will provide the company additional capital to finance future loan growth. As of September 30, 2012, with $659.5 million in loans outstanding, the company has a small share of the large and highly competitive healthcare lending market. The company's loan performance to date has been strong with low cumulative net chargeoffs through September 30, 2012 of approximately $13 million out of $1.8 billion in aggregate loan originations since 2002 with no loans currently delinquent. The rating outlook is stable, reflecting Moody's expectation that the company will be able to continue to grow its health care finance business while maintaining its strong financial performance, asset quality and liquidity position. The successful issuance of the $200 million of senior unsecured corporate debt would be an important step in the development of the company's institutional funding profile. The ratings are well positioned given the risks however upward rating pressure could develop if the company further establishes institutional market access and strengthens its franchise position and depth of management. The ratings could be downgraded if the company's financial performance or liquidity position deteriorates. In particular, if loan performance suffers, leverage as measured by the company's debt (including non-recourse secured financing and securitization facilities) to equity ratio increases above 3.0x or if available liquidity declines below $100 million. The principal methodology used in this rating was Finance Company Global Rating Methodology published in March 2012. Oxford is a specialty finance company headquartered in Arlington, Virginia. P&K HANNA: Case Summary & 4 Unsecured Creditors ----------------------------------------------- Debtor: P&K Hanna Ranch, LLC 6440 Hanna Ranch Road Novato, CA 94949 Bankruptcy Case No.: 13-30045 Chapter 11 Petition Date: January 9, 2013 Court: United States Bankruptcy Court Northern District of California (San Francisco) Judge: Thomas E. Carlson Debtor's Counsel: Stephen D. Finestone, Esq. LAW OFFICES OF STEPHEN D. FINESTONE 456 Montgomery St., 20th Flr. San Francisco, CA 94104 Tel: (415) 421-2624 E-mail: sfinestone@pobox.com Scheduled Assets: $4,200,000 Scheduled Liabilities: $3,681,500 A copy of the Company's list of its four largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/canb13-30045.pdf The petition was signed by Paul Thompson, member of managing member. PACIFIC DEVELOPMENT: Plan Effective; Claims Objection Due Feb. 2 ---------------------------------------------------------------- Pacific Development, L.C., notifies the U.S. Bankruptcy Court for the District of Utah that the Effective Date of the Debtor's Modified Amended Plan of Reorganization occurred on Oct. 5, 2012. The Court set Feb. 2, 2013, as the claims objection deadline. As reported in the Troubled Company Reporter on July 21, 2011, generally, the Plan dated July 1, 2011, provides for the continuation of the Debtor's development and construction of Heritage Village, the Debtor's residential development in Payson, Utah. During its bankruptcy case, the Debtor has entered into a stipulation with Central Bank, which provides for postpetition funding to construct four homes at a time for pre-sold contracts to qualified buyers. Creditors and Interest holders would then be paid from the excess profits of the Debtor's business activities. About Pacific Development Provo, Utah-based Pacific Development, L.C., is the obligor on and owner of various real estate development loans for properties primarily located in Payson, Salem, Springville and Harrisburg, Utah. The Company filed for Chapter 11 protection (Bankr. D. Utah Case No. 10-22754) on March 10, 2010. Blake D. Miller, Esq., and James W. Anderson, Esq., at Miller Guymon, PC, in Salt Lake City, represent the Debtor in its restructuring effort. The Debtor estimated its assets at $10 million to $50 million and debts at $1 million to $10 million. David P. Billings, Esq., and J. Thomas Beckett, Esq., at Parsons, Behle & Latimer, P.C., in Salt Lake City, represent the Official Committee of Unsecured Creditors. PATRIOT COAL: Non-Union Retirees Want Own Official Committee ------------------------------------------------------------ Harold R. Racer, on behalf of himself and other similarly situated Non-Union Retirees of Patriot Coal Corporation, et al., asks the U.S. Bankruptcy Court for the Eastern District of Missouri to appoint an Official Non-Union Retiree Committee. Mr. Racer relates that on Dec. 17, 2012, the Debtors sent a mass mailing to all non-union retirees informing them that the Debtors would be seeking to unilaterally terminate all retiree benefits. Mr. Racer explains that without a retiree committee, there is no central or objective source for the retirees to obtain factual or legal information about the status of their benefits. Mr. Racer suggests that the committee be comprised of five affected retirees. 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. On Nov. 27, 2012, the New York bankruptcy judge moved Patriot's bankruptcy case to St. Louis. The order formally sending the reorganization to Missouri was signed December 19 by the bankruptcy judge. The Official Committee of Unsecured Creditors of Patriot Coal Corporation, et al., is represented by Kramer Levin Naftalis & Frankel LLP; Carmody MacDonald P.C. serves as its local counsel and conflicts counsel; and Houlihan Lokey Capital, Inc., serves as its financial advisor and investment banker. PATRIOT COAL: Selling Lower 5 Block Coal Seam to Pardee Minerals ---------------------------------------------------------------- A notice of sale was entered into the Court's docket announcing the planned sale of Patriot Coal Corporation and its subsidiaries of certain De Minimis Assets described below to Pardee Minerals, LLC, for $2,300,000 (plus, in the event that coal in excess of 850,000 tons is mined and sold from the Premises, an amount equal to 3.5% of the sale price of each ton of such coal): The Lower 5 Block seam and all seams of coal above the Lower 5 Block seam within a tract of land containing approximately 2,473 acres (663 coal acres) located west of Witchers Creek and the Left Fork of Witchers Creek in Cabin Creek District, Kanawha County, West Virginia, containing approximately 850,000 tons of recoverable saleable coal reserves within a current mine plan. Pursuant to the terms of the Court's Aug. 16, 2012 order granting approval of certain procedures for the sale or abandonment of De Minimis Assets [ECF. No. 372], unless a written objection is filed with the Court and served in the manner provided for in the Order by Dec. 10, 2012, the aforementioned De Minimis Asset will be sold free and clear of all liens, claims, encumbrances or interests to the Purchaser pursuant to, among other provisions, Section 363 of title 11 of the United States Code, in accordance with the Order. Pardee would acquire the Premises and fund the Lessee portion of the railroad construction costs. 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. On Nov. 27, 2012, the New York bankruptcy judge moved Patriot's bankruptcy case to St. Louis, Missouri. PATRIOT COAL: Peabody Denies Fraudulent Transfer Allegations ------------------------------------------------------------ Peabody Energy Corporation filed a response the motion of certain interested shareholders for the appointment of an Official Committee of Equity Security Holders in the Chapter 11 cases of Patriot Coal Corporation and its affiliates. Peabody says that while it takes no position with respect to the relief requested in the motion, it rejects as meritless the shareholders' unsupported assertions that (a) Peabody "saddled" the Debtors with more than $1 billion in liabilities in connection with the spin-off of certain of the Debtor entities from Peabody in 2007, (b) there may be "significant fraudulent transfer and other claims" against Peabody arising from the spin-oOff and (c) a six-year look-back period applies to any fraudulent transfer actions related to the spin-off. According to Peabody, the shareholders have suggested that there may be claims against Peabody without any basis other than the mere occurrence of the spin-off. Peabody, which is incorporated in Delaware and maintains its corporate headquarters in St. Louis, Missouri, is an international coal company that owns and operates mines in Arizona, Colorado, New Mexico, Wyoming, Illinois, Indiana, and Australia. According to Peabody, the spin-off was designed to allow Peabody and Patriot to pursue distinct growth plans and business focus. Peabody stated: 1. The necessary element of the lack of fair consideration is not present to support a fraudulent transfer allegation. In fact, it is evident from publicly available documents and filings that an affiliate of Peabody actually assumed the Debtors' payment obligations for $617 million of retiree healthcare benefits in connection with the spin-off. 2. The necessary element of insolvency or inadequate capitalization is not present to support a fraudulent transfer allegation. 3. In addition, even though the above-referenced facts dispel any claim that a fraudulent transfer occurred, there is no basis for the assertion that New York's six-year statute of limitation applies to any fraudulent transfer action relating to the spin- off, given that Patriot's principal place of business is in Missouri, its state of incorporation is Delaware and the majority of its assets are located in West Virginia, all of which have four year statutes of limitations for fraudulent transfer actions. This is particularly true given this Court's recent Memorandum Decision on Motions to Transfer Venue Pursuant to 28 U.S.C Section 1412 (Docket No. 1629) transferring these Chapter 11 cases to the Eastern District of Missouri. 4. Finally, there is no support for the assertion that the Debtors were "saddled" with legacy liabilities in connection with the spin-off. In fact, the Debtors' obligations for legacy liabilities were substantially reduced by the assumption by a Peabody affiliate of the Debtors' payment obligations for the $617 million of retiree healthcare liabilities referenced above. Similarly, there is no support for the allegations made by the United Mine Workers of America in a variety of venues that (a) Peabody is somehow legally liable for healthcare obligations beyond those retiree healthcare payment obligations assumed by its affiliate in connection with the spin-off, or (b) that the Peabody affiliate is not satisfying its existing obligations to the Debtors' retirees. As reported in the TCR on Aug. 29, 2012, interested shareholders in the Chapter 11 cases of Patriot Coal Corporation, et al., asked the U.S. Bankruptcy Court for the Southern District of New York, to order the appointment of an official committee of equity security holders in the cases, arguing that Patriot has significant off balance sheet assets that could result in a "meaningful recovery to equity." The interested shareholders, CompassPoint Partners, L.P., Frank Williams, and Eric Wagoner, comprise an informal group of holders of common stock of the Debtor. They say Patriot has $1.4 billion in tax-loss carry forwards that have value not on the balance sheet. Patriot had about $500 million in shareholders' equity on the balance sheet before bankruptcy, they said. Shareholders contend that value could be generated by filing fraudulent-transfer lawsuits against former owners responsible for the spinoff that left Patriot with legacy liabilities. To generate value for equity, the shareholders contend that $1.4 billion in post-retirement obligations aren't debts owing by the parent Patriot. In their view, reorganization could be structured to avoid liability at the parent level, thus leaving value for shareholders. 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. On Nov. 27, 2012, the New York bankruptcy judge moved Patriot's bankruptcy case to St. Louis, Missouri PEER REVIEW: Employs Drake Klein as New Accountant -------------------------------------------------- Peer Review Mediation and Arbitration, Inc., engaged Drake, Klein, Messineo, CPAs PA, of Clearwater, Florida, as its new registered independent public accountant. The Company's previously registered independent public accountant, Peter Messineo, CPA, of Palm Harbor Florida declined to stand for re-election, as Peter Messineo has merged his firm into the registered firm of Drake and Klein CPAs PA. Peter Messineo's report on the financial statements for the years ended Dec. 31, 2011, contained no adverse opinion or disclaimer of opinion and was not qualified or modified as to audit scope or accounting, except that the report contained an explanatory paragraph stating that there was substantial doubt about the Company's ability to continue as a going concern. The Company's Board of Directors participated in and approved the decision to change independent accountants. Through the period covered by the financial audit for the years ended Dec. 31, 2011, and including its review of financial statements of the quarterly periods through Sept. 30, 2012, there have been no disagreements with Peter Messineo on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements if not resolved to the satisfaction of Peter Messineo would have caused them to make reference thereto in their report on the financial statements. Through the interim period Jan. 9, 2013, there have been no disagreements with Peter Messineo on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements if not resolved to the satisfaction of Peter Messineo would have caused them to make reference thereto in their report on the financial statements. During the year ended Dec. 31, 2011, and 2010 and prior to Jan. 9, 2013, the Company did not consult with DKM. About Peer Review Deerfield Beach, Fla.-based Peer Review Mediation and Arbitration, Inc., was incorporated in the State of Florida on April 16, 2001. The Company provides peer review services and expertise to law firms, medical practitioners, insurance companies, hospitals and other organizations in regard to personal injury, professional liability and quality review. The Company's balance sheet at Sept. 30, 2012, showed $1.8 million in total assets, $5.9 million in total liabilities, and a stockholders' deficit of $4.1 million. As reflected in the financial statements, the Company has a negative cash flow from operations of $836,866 for the nine months ended Sept. 30, 2012. As reported in the TCR on Aug. 6, 2012, Peter Messineo, CPA, in Palm Harbor, Fla., expressed substantial doubt about Peer Review's ability to continue as a going concern, following the Company's results for the fiscal year ended Dec. 31, 2011. Mr. Messineo noted that the Company has recurring losses from operations, a working capital deficit, negative cash flows from operations and a stockholders' deficit. PENINSULA HOSPITAL: Gary R. Lambert Approved as Accountant ---------------------------------------------------------- The U.S. Bankruptcy Court for the Eastern District of New York, according to Peninsula Hospital Center, et al.'s case docket, authorized the employment of Gary R. Lambert, CPA as accountant for the Chapter 11 trustee. Lori Lapin Jones, as trustee of the Debtors' estates, stated that she is in the process of analyzing and commencing actions to avoid certain prepetition transfers, and certain postpetition transfers from PHC that were made between Aug. 16, 2011, and Sept. 21, 2011. Mr. Lampert will, among other things: a) analyze transactions with non-debtor entities and other related parties; b) identify and analyze recipients of avoidable transfers; and c) perform other services as the trustee deems necessary in connection with the avoidance actions. Mr. Lampert has agreed to discount its hourly rates by 10%. To the best of the trustee's knowledge, Mr. Lampert is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. About Peninsula Hospital Wayne S. Dodakian, Vinod Sinha, and Shannon Gerardi filed an involuntary Chapter 11 bankruptcy protection against Peninsula Hospital Center -- http://www.peninsulahospital.org/-- (Bankr. E.D.N.Y. Case No. 11-47056) on Aug. 16, 2011. Judge Elizabeth S. Stong presides over the case. Marilyn Cowhey Macron, Esq., at Macron & Cowhey, represents the petitioners. Peninsula Hospital Center and Peninsula General Nursing Home Corp., employed Alvarez & Marsal Healthcare Industry Group, LLC, as financial advisors. The Hospital employed Abrams Fensterman, et al., as their attorneys. Nixon Peabody served as their special counsel; GCG, Inc., serves as claims and noticing agent. Judge Stong appointed Daniel T. McMurray at Focus Management Group as patient care ombudsman. Neubert, Pepe & Monteith P.C. serves as PCO's counsel. Richard J. McCord, Esq., was appointed by the Court as examiner in the Debtors' cases. His task was to conduct an investigation of the Debtors' relationship and transactions with Revival Home Health Care, Revival Acquisitions Group LLC, Revival Funding Co. LLC, and any affiliates. Certilman Balin, & Hyman, LLP, which counts Mr. McCord as one of the firm's members, served as counsel for the Examiner. CBIZ Accounting, Tax & Advisory of New York, LLC and CBIZ, Inc., serve as financial advisors for the Official Committee of Unsecured Creditors. Robert M. Hirsh, Esq., at Arent Fox LLP, in New York, N.Y., represents the Committee as counsel. Lori Lapin Jones, the Chapter 11 trustee is represented by LaMonica Herbst & Maniscalco LLP. PENINSULA HOSPITAL: LaMonica Herbst OK'd as Trustee's Counsel ------------------------------------------------------------- The U.S. Bankruptcy Court for the Eastern District of New York, according to Peninsula Hospital Center, et al.'s case docket, authorized the employment of LaMonica Herbst & Maniscalco, LLP, as counsel for Lori Lapin Jones, the Chapter 11 trustee of the Debtors' estates. About Peninsula Hotel Wayne S. Dodakian, Vinod Sinha, and Shannon Gerardi filed an involuntary Chapter 11 bankruptcy protection against Peninsula Hospital Center -- http://www.peninsulahospital.org/-- (Bankr. E.D.N.Y. Case No. 11-47056) on Aug. 16, 2011. Judge Elizabeth S. Stong presides over the case. Marilyn Cowhey Macron, Esq., at Macron & Cowhey, represents the petitioners. Peninsula Hospital Center and Peninsula General Nursing Home Corp., employed Alvarez & Marsal Healthcare Industry Group, LLC, as financial advisors. The Hospital employed Abrams Fensterman, et al., as their attorneys. Nixon Peabody served as their special counsel; GCG, Inc., serves as claims and noticing agent. Judge Stong appointed Daniel T. McMurray at Focus Management Group as patient care ombudsman. Neubert, Pepe & Monteith P.C. serves as PCO's counsel. Richard J. McCord, Esq., was appointed by the Court as examiner in the Debtors' cases. His task was to conduct an investigation of the Debtors' relationship and transactions with Revival Home Health Care, Revival Acquisitions Group LLC, Revival Funding Co. LLC, and any affiliates. Certilman Balin, & Hyman, LLP, which counts Mr. McCord as one of the firm's members, served as counsel for the Examiner. CBIZ Accounting, Tax & Advisory of New York, LLC and CBIZ, Inc., serve as financial advisors for the Official Committee of Unsecured Creditors. Robert M. Hirsh, Esq., at Arent Fox LLP, in New York, N.Y., represents the Committee as counsel. Lori Lapin Jones, the Chapter 11 trustee is represented by LaMonica Herbst & Maniscalco LLP. PENINSULA HOSPITAL: Trustee Sold Nursing Home to Melnicke --------------------------------------------------------- The Hon. Elizabeth S. Stong of the U.S. Bankruptcy Court for the Eastern District of New York authorized Lori Lapin Jones, Chapter 11 trustee for the estates of Peninsula Hospital Center and Peninsula General Nursing Home Corp., to: i) sell to four affiliated entities formed by Michael Melnicke, Leo Friedman and Joseph Brunner these assets of the Debtors: 1) the Nursing Home Assets to Cardiff Bay Center, LLC; 2) the Nursing Home Real Property to Beach 50th Street LLC; 3) the Hospital Real Property to Beach Drive Holdings LLC; and 4) the Clinic Property to Beach 53rd Street LLC; and ii) assume and assign assumed contracts pursuant to the assignment procedures. The Chapter 11 trustee said that the purchaser's bids for the assets and properties and the clinic property is (i) the highest or otherwise best offer received for the assets, and (ii) will provide a greater recovery than would be provided by any other practical available alternative. The Trustee added that no auction was conducted because no other qualified bids was made; and no objections to the sale was filed. The Trustee is (a) authorized to enter into the receivership agreement with purchaser, and (b) pursuant to New York Public Health Law Section 2810, request that DOH appoint purchaser as receiver to operate the nursing home on the terms and conditions set forth in the receivership agreement. Additionally, the Trustee is authorized to carve-out and segregate from the proceeds of the sale of the hospital real property and/or clinic property sufficient funds to pay these commissions, fees and expenses. About Peninsula Hospital Wayne S. Dodakian, Vinod Sinha, and Shannon Gerardi filed an involuntary Chapter 11 bankruptcy protection against Peninsula Hospital Center -- http://www.peninsulahospital.org/-- (Bankr. E.D.N.Y. Case No. 11-47056) on Aug. 16, 2011. Judge Elizabeth S. Stong presides over the case. Marilyn Cowhey Macron, Esq., at Macron & Cowhey, represents the petitioners. Peninsula Hospital Center and Peninsula General Nursing Home Corp., employed Alvarez & Marsal Healthcare Industry Group, LLC, as financial advisors. The Hospital employed Abrams Fensterman, et al., as their attorneys. Nixon Peabody served as their special counsel; GCG, Inc., serves as claims and noticing agent. Judge Stong appointed Daniel T. McMurray at Focus Management Group as patient care ombudsman. Neubert, Pepe & Monteith P.C. serves as PCO's counsel. Richard J. McCord, Esq., was appointed by the Court as examiner in the Debtors' cases. His task was to conduct an investigation of the Debtors' relationship and transactions with Revival Home Health Care, Revival Acquisitions Group LLC, Revival Funding Co. LLC, and any affiliates. Certilman Balin, & Hyman, LLP, which counts Mr. McCord as one of the firm's members, served as counsel for the Examiner. CBIZ Accounting, Tax & Advisory of New York, LLC and CBIZ, Inc., serve as financial advisors for the Official Committee of Unsecured Creditors. Robert M. Hirsh, Esq., at Arent Fox LLP, in New York, N.Y., represents the Committee as counsel. PEREGRINE PHARMACEUTICALS: $8.75MM Net Loss in Oct. 31 Quarter -------------------------------------------------------------- Peregrine Pharmaceuticals, Inc., filed its quarterly report on Form 10-Q, reporting a net loss of $8.75 million on $6.14 million of revenues for the three months ended Oct. 31, 2012, compared with a net loss of $12.06 million on $4.23 million of revenues for the three months ended Oct. 31, 2011. For the six months ended Oct. 31, 2012, the Company had a net loss of $16.42 million on $10.39 million of revenues, compared with a net loss of $20.15 million on $9.89 million of revenues for the six months ended Oct. 31, 2011. The Company's balance sheet at Oct. 31, 2012, showed $36.53 million in total assets, $23.86 million in total liabilities, and stockholders' equity of $12.67 million. A copy of the Form 10-Q is available at http://is.gd/LjPHNG About Peregrine Financial Tustin, California-based Peregrine Pharmaceuticals, Inc., is a biopharmaceutical company developing first-in-class monoclonal antibodies focused on the treatment and diagnosis of cancer. * * * As reported in the TCR on July 19, 2012, Ernst & Young LLP, in Irvine, California, expressed substantial doubt about Peregrine Pharmaceuticals' ability to continue as a going concern, following the Company's results for the year ended April 30, 2012. The independent auditors noted that of the Company's recurring losses from operations and recurring negative cash flows from operating activities. PICCADILLY RESTAURANTS: 2nd Amended List of Top Unsec. Creditors ---------------------------------------------------------------- Piccadilly Restaurants, LLC, et al., filed with the U.S. Bankruptcy Court for the Western District of Louisiana, a second amended list creditors holding 20 largest unsecured claims, disclosing: Name of Creditor Nature of Claim Claim Amount ---------------- --------------- ------------ Brixmor GA Springdale/Mobile Trade Debt $31,894 California Management Assoc. Trade Debt $452,791 LLC 9130 West Sunset Blvd West Hollywood, CA 90069 Capitol City Produce Trade Debt $92,597 Chandlers Parts Trade Debt $33,216 Charlie Sciara & Sons, Inc. Trade Debt $30,448 Cheeks Elect & A/C, Inc. Trade Debt $30,590 Cintas Corp. Trade Debt $44,335 Cora Ann Ball Trade Debt $250,000 2088 Barbra Lane Slidell, LA 70458 Crescent Business Machines Trade Debt $53,438 Debra Ellis Trade Debt $90,000 Ecolab Pest Elimination $42,013 Ecolab, Inc. Trade Debt $168,337 Lunati Michele Trade Debt $40,712 Merchants Foodservice Trade Debt $4,181,833 P.O. Box 1351 Hattiesburg, MS 39403 Peter Mayer Advertising Trade Debt $782,285 324 Camp Street New Orleans, LA 70130 Poss Select Product Trade Debt $103,038 Rabalais Unland & Lorio Trade Debt $58,982 Superior Commercial Services Trade Debt $45,184 Techinical Services Trade Debt $31,578 Trademasters, Inc. Trade Debt $39,354 About Piccadilly Restaurants Piccadilly Restaurants, LLC, and two affiliated entities sought Chapter 11 bankruptcy protection (Bankr. W.D. La. Case Nos. 12-51127 to 12-51129) on Sept. 11, 2012. The affiliates are Piccadilly Food Service, LLC, and Piccadilly Investments LLC. Piccadilly Restaurants, LLC, headquartered in Baton Rouge, Louisiana, is the largest cafeteria-style restaurant in the United States, with operations in 10 states in the Southeast and Mid- Atlantic regions. It is wholly owned by Piccadilly Investments, LLC. Piccadilly operates an institutional foodservice division through a wholly owned subsidiary, Piccadilly Food Service, LLC, servicing schools and other organizations. With a history dating back to 1944, the Company operates 81 restaurants at three owned and 78 leased locations. Then known as Piccadilly Cafeterias, Inc., the Company filed for Chapter 11 relief (Bankr. S.D. Fl. Case No. 03-27976) on Oct. 29, 2003. Paul Steven Singerman, Esq., and Jordi Guso, Esq., at Berger Singerman, P.A. represented the Debtor in the case. After Piccadilly declared bankruptcy under Chapter 11, but before its plan was submitted to the Bankruptcy Court for the Southern District of Florida, the Bankruptcy Court authorized Piccadilly to sell its assets to Yucaipa Cos., for about $80 million. In October 2004, the Bankruptcy Court confirmed the plan. Judge Robert Summerhays oversees the 2012 cases. Lawyers at Jones, Walker, Waechter, Poitevent, Carrere & Denegre, LLP, in New Orleans, serve as the 2012 Debtors' counsel. BMC Group, Inc., serves as claims agent, noticing agent and balloting agent. In its schedules, the Debtor disclosed $34,952,780 in assets and $32,000,929 in liabilities. New York-based vulture fund Atalaya Administrative LLC, in its capacity as administrative agent for Atalaya Funding II, LP, Atalaya Special Opportunities Fund IV LP (Tranche B), and Atalaya Special Opportunities Fund (Cayman) IV LP (Tranche B), the Debtors' prepetition secured lender, is represented in the case by lawyers at Carver, Darden, Koretzky, Tessier, Finn, Blossman & Areaux, L.L.C.; and Patton Boggs, LLP. Henry G. Hobbs, Jr., Acting United States Trustee for Region 5, in October appointed seven members to the official committee of unsecured creditors in the Chapter 11 cases of Piccadilly Restaurants, LLC. PINNACLE AIRLINES: Wants Until April 25 to Propose Chapter 11 Plan ------------------------------------------------------------------ The U.S. Bankruptcy Court for the Southern District of New York will convene a hearing on Jan. 16, 2013, at 9:45 a.m., to consider Pinnacle Airlines Corp., et al.'s request for a second exclusivity extension. The Debtors are requesting that the the Court extend their exclusive periods to propose a Plan until April 25 and solicit acceptances of that plan until June 25. The first extension order gave a Jan. 25 deadline to file a plan and a March 27 deadline to solicit plan acceptances. The Debtors note that negotiations with the Air Line Pilots Association, International and Delta Air Lines, Inc., had produced comprehensive agreements to provide them with incremental liquidity, pilot labor cost reductions, potential career opportunities and other benefits for pilots, a restructured fleet and the major terms of a supported plan of reorganization. However, the related agreements remain subject to approval by the Court. The Debtors need additional time to provide for court consideration of the agreements, to negotiate, finalize and file a compliant plan and to ensure that the Debtors' plan best addresses the interests of their employees, creditors and estates. About Pinnacle Airlines Pinnacle Airlines Corp. (NASDAQ: PNCL) -- http://www.pncl.com/-- a $1 billion airline holding company with 7,800 employees, is the parent company of Pinnacle Airlines, Inc.; Mesaba Aviation, Inc.; and Colgan Air, Inc. Flying as Delta Connection, United Express and US Airways Express, Pinnacle Airlines Corp. operating subsidiaries operate 199 regional jets and 80 turboprops on more than 1,540 daily flights to 188 cities and towns in the United States, Canada, Mexico and Belize. Corporate offices are located in Memphis, Tenn., and hub operations are located at 11 major U.S. airports. Pinnacle Airlines Inc. and its affiliates, including Colgan Air, Mesaba Aviation Inc., Pinnacle Airlines Corp., and Pinnacle East Coast Operations Inc. filed for Chapter 11 bankruptcy (Bankr. S.D.N.Y. Lead Case No. 12-11343) on April 1, 2012. Judge Robert E. Gerber presides over the case. Lawyers at Davis Polk & Wardwell LLP, and Akin Gump Strauss Hauer & Feld LLP serve as the Debtors' counsel. Barclays Capital and Seabury Group LLC serve as the Debtors' financial advisors. Epiq Systems Bankruptcy Solutions serves as the claims and noticing agent. The petition was signed by John Spanjers, executive vice president and chief operating officer. As of Oct. 31, 2012, the Company had total assets of $800.33 million, total liabilities of $912.77 million and total stockholders' deficit of $112.44 million. Delta Air Lines, Inc., the Debtors' major customer and post- petition lender, is represented by David R. Seligman, Esq., at Kirkland & Ellis LLP. The official committee of unsecured creditors tapped Morrison & Foerster LLP as its counsel, and Imperial Capital, LLC, as financial advisors. RESIDENTIAL CAPITAL: Proposes Auction for FHFA-Insured Loans ------------------------------------------------------------ Residential Capital, LLC, and its debtor affiliates seek permission from Judge Martin Glenn of the U.S. Bankruptcy Court for the Southern District of New York to sell certain loans in their portfolio that are insured by the Federal Housing Administration. The Debtors, according to Gary S. Lee, Esq., at Morrison & Foerster LLP, in New York, still have material assets remaining that will require monetization, and significant operations will be required to do so. Specifically, the primary assets remaining in the Debtors' estates are approximately $1 billion of loans insured by the FHA or the U.S. Department of Veterans Affairs. Holding and liquidating these loans requires the Debtors to maintain certain licenses and regulatory approvals, Mr. Lee relates. In light of the substantial expertise and operational complexity required to monetize these assets, the Debtors believe it is in the best interests of their estates to sell a portion of these loans in the near term, Mr. Lee says. Thus, the Debtors now seek to sell a material and valuable portion of their remaining assets consisting of a subset of mortgage loans that are insured by the FHA. The unpaid principal balance of the pool of loans the Debtors are seeking to sell is approximately $130 million. The FHA Loans that are proposed to be sold were selected because the Debtors believe that the loan pool will be attractive to a number of prospective bidders, which will result in the highest average market price for the loans sold, Mr. Lee tells the Court. Mr. Lee relates that the FHA Loans were sold into Ginnie Mae securitizations, and later became non-performing loans, which the Debtors were required to repurchase under the applicable Ginnie Mae guidelines. With respect to many of the loans the Debtors repurchased, they are able to perform modifications on those loans that would enable the loans to become performing and then resell the loans into Ginnie Mae securitization pools. Loans that the Debtors are unable to modify are typically held on the Debtors' books until the foreclosure process is completed and an insurance claim is submitted to the FHA, or until the loan becomes current and the Debtors are able to resell the loan into Ginnie Mae securitization pools. Proposed Bidding Procedures In line with the proposed sale, the Debtors also seek Court approval of procedures that will govern the bidding and sale of the FHA-insured loans. The Debtors have identified approximately 15-20 parties who will receive an offering memorandum for the FHA Loans. These parties include those who have previously purchased loans from the Debtors in the ordinary course of business, those who expressed an interest in purchasing the whole loan assets sold to Berkshire Hathaway Inc., and those parties who are known to purchase similar assets in the whole loan market. In order to participate in the bidding process, a person or entity interested in purchasing the FHA Loans must first deliver an executed confidentiality agreement to the Debtors and the Official Committee of Unsecured Creditors. Bidders executing a confidentiality agreement will be afforded the opportunity to conduct preliminary due diligence. The Debtors propose a two-stage due diligence: (1) First, the Debtors will allow potential bidders to review loan tapes for the FHA Loans in order to enable potential bidders to formulate a bid, and (2) the Debtors will allow the Successful Bidder to review servicing, credit, and mortgage files to further assess the value of each loan, the validity of FHA insurance, and compliance with federal and local guidelines. Based on its diligence, the Successful Bidder will submit a final bid on a loan-by-loan basis. The Debtors may then remove loans from the portfolio to be sold if the Debtors determine that bid does not maximize the value of the individual loan. If the Debtors, in consultation with the Interested Parties, determine that either (i) the bids submitted after the first diligence stage, or (ii) the final bid do not allow the Debtors to realize sufficient value for the FHA Loans, the Debtors reserve their right, upon consultation with the Interested Parties, to monetize the FHA Loans in the ordinary course or to terminate the Sale without prejudice to the Debtors' right to seek Court approval of a sale of the FHA Loans at a later date. The deadline for submitting Bid Packages is Feb. 6, 2013, at 5:00 p.m. A timely Bid Package received from a bidder that meets the requirements will be reviewed by the Debtors, in consultation with the Interested Parties, to determine which Bid Package, if any, offers the highest and best bid for the FHA Loans. 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). RESIDENTIAL CAPITAL: Amends AFI Cash Collateral Order ----------------------------------------------------- The Court approved a stipulation between Residential Capital LLC and Ally Financial, Inc., amending the AFI DIP and Cash Collateral Order to reflect these provisions: (a) The AFI DIP will be repaid in full on the earlier of (i) the closing of the whole loan "legacy" portfolio to Berkshire Hathaway Inc., and (ii) January 10, 2013, unless otherwise agreed to in writing solely by AFI in its capacity as the AFI DIP Lender, in its sole discretion; (b) The Debtors, the Junior Secured Parties, the AFI Lender, and the Official Committee of Unsecured Creditors will negotiate in good faith to enter in an agreement, to be subject to Court approval, by January 31, 2013 or as soon as practicable thereafter on a revised expense allocation methodology that will become effective following the closing of the sale of the Debtors' mortgage origination and servicing platform; and (c) The Borrowers' right to use Prepetition Collateral, including Cash Collateral, and the AFI DIP Loan, will automatically terminate (w) on the effective date of a Plan for any Debtor, or (x) upon the earlier of (i) the closing of the sale of the Debtors' assets and (ii) March 31, 2013, unless extended in writing by the AFI Lender in its sole discretion, or (y) upon written notice by the AFI Lender to the Borrowers after the occurrence and during the continuance of any of the following events beyond any applicable grace period. As reported in the June 29, 2012 edition of the TCR, Judge Martin Glenn permitted Residential Capital and its affiliates, on a final basis, to borrow up to $220 million in postpetition financing on a secured, superpriority basis from parent, Ally Financial Inc. Judge Glenn recognized that the Debtors need to obtain the full amount of the financing available under the AFI DIP Loan in order to permit the orderly continuation of the operation of their businesses, including the continued funding of the GNMA Buyouts to ensure their compliance with the Ginnie Mae Guide and maintain their current issuer status. Before the Petition Date, the Debtors funded the repurchase of whole loans from Ginnie Mae pools in order to, among other things, avoid GMAC Mortgage being in violation of delinquency triggers applicable to it under Chapter 18 of the Ginnie Mae Guide -- the GNMA Buyouts. Pursuant to the Final AFI DIP Order, the Debtors are authorized to borrow up to $220 million under the AFI DIP Loan; provided, that the aggregate amount of AFI prepetition and postpetition draws under the AFI Loan Agreement authorized under this final order may not exceed $600 million. The amount available under the AFI DIP Loan will be $200 million, and any additional borrowings in excess of $200 million will be made at the sole discretion of AFI. Ally will receive superiority administrative expense claims in its capacity as the lender under the AFI DIP Loan. The Debtors also won final Court permission to use cash collateral of AFI and the holders of the 9.625% Junior Secured Notes Due 2015, solely for the purposes detailed within the initial 20-week forecast of anticipated cash receipts and disbursements as set forth in the Debtors' Motion. The Debtors will provide AFI and the holders with adequate protection for any diminution in value of the collateral. 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). RESIDENTIAL CAPITAL: Proposes Locke Lord as Litigation Counsel -------------------------------------------------------------- Residential Capital LLC and its affiliates seek the Court's authority to employ Locke Lord LLP as litigation counsel, nunc pro tunc to Sept. 1, 2012. The Ordinary Course Professionals Order authorized the Debtors to employ Locke Lord, among other firms, in the ordinary course of business. The OCP Order provides a $50,000 OCP Case Limit per OCP. From the Petition Date through October 31, 2012, Locke Lord has accrued approximately $722,757, in legal fees in connection with its representation of the Debtors in various litigation matters. In order for Locke Lord to continue to represent the Debtors in various litigation matters, Locke Lord must be retained as litigation counsel to the Debtors pursuant to Section 327(e) of the Bankruptcy Code nunc pro tunc to September 1, 2012. As litigation counsel, Locke Lord will: (a) represent the Debtors in connection with various class action and complex litigation matters, including the case captioned Kral v. GMAC Mortgage; (b) represent the Debtors in connection with contested foreclosure matters, including borrowers' affirmative defenses and counterclaims; (c) represent trustees and other owners of loans secured by mortgages serviced by the Debtors in litigation involving those loans, including claims brought pursuant to the Truth in Lending Act, the Fair Credit Reporting Act, the Real Estate Settlement Procedures Act, the Equal Credit Opportunity Act, state consumer fraud statutes and other statutory and common law claims; (d) represent the Debtors in housing court matters in which municipalities seek to enforce their police powers with regard to properties in which the Debtors either have a current interest or may have had some interest in the past; (e) represent the Debtors in responding to governmental inquiries, including inquiries by the Department of Housing and Urban Development and the Texas Workforce Commission; and (f) represent the Debtors in offensive litigation in which one of the Debtors is a plaintiff and seeks affirmative relief against a defendant. Locke Lord will be paid its customary hourly rates ranging from $320 to $600 for partners and of counsel, $212 to $380 for associates, and $216 to $238 for paralegals. The Debtors will also reimburse the firm for any necessary out-of-pocket expenses. Thomas J. Cunningham, Esq., at Locke Lord LLP, in Chicago, Illinois, assures the Court that his firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. Mr. Cunningham also disclosed that as of the Petition Date, Locke Lord held a retainer in the approximate amount of $390,305, and had a prepetition claim against the Debtors' estate in the amount of $118,123. Pursuant to the terms of the OCP Order, upon Locke Lord's deemed retention as an OCP, Locke Lord applied a portion of the retainer to satisfy its prepetition claim. Locke Lord has further applied the retainer to satisfy $50,000 in postpetition legal fees accrued during each of the months of May, June, July, August and September. As of Jan. 3, 2013, the retainer balance is approximately $44,515. Mr. Cunningham may be reached at: Thomas J. Cunningham, Esq. LOCKE LORD LLP 111 South Wacker Drive Chicago, IL 60606 Tel: (312) 443-1731 Fax: (312) 896-6731 Email: tcunningham@lockelord.com 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). SATNAM LODGING: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------- Debtor: Satnam Lodging, L.L.C. 1051 N. Cambridge Street Kansas City, MO 64120 Bankruptcy Case No.: 13-40100 Chapter 11 Petition Date: January 10, 2013 Court: U.S. Bankruptcy Court Western District of Missouri (Kansas City) Judge: Dennis R. Dow Debtor's Counsel: Lydia M. Carson, Esq. CARSON LAW CENTER, P.C. 4004 Washington Street Kansas City, MO 64111 Tel: (816) 333-1110 E-mail: lydiacarsonlaw@yahoo.com Scheduled Assets: $2,148,267 Scheduled Liabilities: $3,142,037 The Company's list of its 20 largest unsecured creditors filed with the petition is available for free at: http://bankrupt.com/misc/mowb13-40100.pdf The petition was signed by Daljeet Mann. SHORE SERVICES: Case Summary & 4 Largest Unsecured Creditors ------------------------------------------------------------ Debtor: Shore Services, Inc. 904 Sunset Avenue Asbury Park, NJ 07712 Bankruptcy Case No.: 13-10259 Chapter 11 Petition Date: January 7, 2013 Court: United States Bankruptcy Court District of New Jersey (Trenton) Judge: Kathryn C. Ferguson Debtor's Counsel: Richard J. Kwasny, Esq. KWASNY & REILLY 53 South Main St. Yardley, PA 19067 Tel: (215) 321-0300 Fax: (215) 321-9336 E-mail: kwasnylaw@aol.com Estimated Assets: not indicated Estimated Debts: $1,000,001 to $10,000,000 A copy of the Company's list of its four largest unsecured creditors, filed together with the petition, is available for free at http://bankrupt.com/misc/njb13-10259.pdf The petition was signed by Kevin Lotosky, president. SILIKEN MANUFACTURING: Updated Case Summary & Creditors' Lists -------------------------------------------------------------- Lead Debtor: Siliken Manufacturing USA, Inc. dba Siliken California Corporation dba Siliken Manufacturing Inc. P.O. Box 130729 Carlsbad, CA 92013 Bankruptcy Case No.: 13-00119 Chapter 11 Petition Date: January 7, 2013 Court: United States Bankruptcy Court Southern District of California (San Diego) Judge: Christopher B. Latham Debtor's Counsel: Ali M.M. Mojdehi, Esq. COOLEY LLP 4401 Eastgate Mall San Diego, CA 92121-1909 Tel: (858) 550-6130 Fax: (858) 550-6420 E-mail: amojdehi@cooley.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $10,000,001 to $50,000,000 Affiliate that simultaneously filed separate Chapter 11 petition: Debtor Case No. ------ -------- Siliken USA, Inc. 13-00120 dba Solarbear, Inc. dba Siliken Renewable Energy, Inc. Assets: $1,000,001 to $10,000,000 Debts: $100,001 to $500,000 The petitions were signed by Richard M. Kipperman, chief restructuring officer. A. A copy of Siliken Manufacturing USA, Inc.'s list of its 18 largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/casb13-00119.pdf B. A copy of Siliken USA, Inc.'s list of its 20 largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/casb13-00120.pdf SINO-FOREST CORP: Unveils CCAA Plan Implementation Date ------------------------------------------------------- Sino-Forest Corporation on Jan. 11 disclosed that the Plan Implementation Date, the date on which the Company's CCAA Plan of Compromise and Reorganization dated December 3, 2012 is to become effective, is expected to be on or about January 17, 2013. This date has been selected with the consent of the Initial Consenting Noteholders and the Monitor (all capitalized terms not otherwise defined herein are as defined in the Plan). In addition, on the consent of the Ontario Class Action Plaintiffs, the Company, the Monitor and the Initial Consenting Noteholders in accordance with the Plan, the amount of the reserve for Unresolved Claims against Sino-Forest to be created under the Plan has been reduced from $158.5 million to $28.5 million as a result of (a) certain agreements reached with certain Eligible Third Party Defendants who have agreed to become Named Third Party Defendants pursuant to the Plan; and (b) the reduction of the Indemnified Noteholder Class Action Claim Limit as it relates to the remaining Third Party Defendant who is not a Named Third Party Defendant. As a result of the reduction in the Unresolved Claims Reserve, approximately 98.5% of the Newco Notes and Newco Shares will be distributed to Affected Creditors of Sino-Forest with Proven Claims on the implementation of the Plan. SINTRA CAPITAL: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------- Debtor: Sintra Capital LLC c/o John Barrett 18731 Clearview Drive Huntington Beach, CA 92648 Bankruptcy Case No.: 13-10171 Chapter 11 Petition Date: January 7, 2013 Court: United States Bankruptcy Court Central District Of California (Santa Ana) Judge: Mark S. Wallace Debtor's Counsel: William P. Fennell, Esq. LAW OFFICE OF WILLIAM P. FENNELL, APLC 1111 Sixth Ave. Ste. 404 San Diego, CA 92101 Tel: (619) 325-1560 Fax: (619) 325-1558 E-mail: william.fennell@fennelllaw.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 A list of the Company's 20 largest unsecured creditors, filed together with the petition, is available for free at http://bankrupt.com/misc/cacb13-10171.pdf The petition was signed by Robert J. Corbin, administrative member. SPRINT NEXTEL: S&P Puts 'B+' Corp. Credit Rating on CreditWatch --------------------------------------------------------------- Standard & Poor's Ratings Services said that the 'B+' corporate credit rating and all other ratings on Overland Park, Kan.-based wireless carrier Sprint Nextel Corp. remain on CreditWatch with positive implications. The ratings were placed on CreditWatch on Oct. 11, 2012. Additionally, S&P's 'CCC' corporate credit rating and all other ratings on Bellevue, Wash.-based wireless carrier Clearwire Corp. remain on CreditWatch with positive implications. Our CreditWatch listing on Sprint Nextel followed the announcement that it was in talks to sell all or part of the company to Japan- based SoftBank Corp. Subsequently, on Oct. 15, 2012, Sprint Nextel announced its signed agreement to sell a 70% stake in the company to SoftBank for about $20.1 billion, which would include an $8 billion cash infusion. "We placed our ratings on Clearwire on CreditWatch with positive implications on Dec. 13, 2012, after Sprint Nextel signed an agreement to acquire the remaining 49% stake in Clearwire that it did not already own for about $2.1 billion plus the assumption of debt," S&P said. The CreditWatch update follows the announcement that Clearwire received a proposal by satellite-TV provider DISH to purchase about 24% of Clearwire's spectrum for $2.2 billion. It will also try to acquire at least a quarter of Clearwire's common stock for $3.30 per share with certain governance rights. Additionally, the two companies would enter into a commercial agreement that would enable DISH to use Clearwire to help build and operate a network, and DISH would provide Clearwire with financing to fund its own network build and near-term operating losses. The Clearwire spectrum would cover approximately 11.4 billion MHz-POPs. The bid for Clearwire's equity is higher than the $2.97 per share price that Sprint agreed to with Clearwire to acquire the remaining stake in Clearwire that it did not already own. While the ultimate outcome of the proposed transaction is difficult to determine, S&P believes that there are significant hurdles for DISH to overcome in its bid for Clearwire. Under the current merger agreement with Sprint Nextel to buy the remaining stake in Clearwire that it does not already own, Clearwire is prohibited from selling spectrum assets without Sprint Nextel's consent. The equity holders' agreement further places constraints on a spectrum sale. Also under the equity holders' agreement, Sprint Nextel can block a change of control since that would require consent from 75% of the outstanding shareholders. Still, Clearwire's board has a fiduciary duty to evaluate the DISH proposal since the offered equity price is at a premium to what was offered by Sprint Nextel to public Clearwire shareholders. Standard & Poor's will continue to monitor discussions between Sprint Nextel and Clearwire regarding the acquisition offer as well as the proposed offer by DISH for Clearwire. S&P could raise or affirm the ratings on Clearwire if an acquisition by either Sprint Nextel or DISH is ultimately completed. It is S&P's view that Sprint Nextel's acquisition of the portion of Clearwire that it does not already own would most likely be linked to consummation of SoftBank's pending purchase of Sprint Nextel. Accordingly, in the event that Sprint Nextel acquires full ownership of Clearwire, S&P will first assess the stand-alone credit profile of the combined company. Key factors will be the impact of the additional spectrum on Sprint Nextel's business risk profile as well as the higher leverage for the combined company. S&P believes that the stand-alone credit profile for a combined Sprint Nextel and Clearwire would be lower than Sprint Nextel's current stand-alone credit profile. Next, S&P would evaluate imputation of credit support from SoftBank depending on its view of the strategic relationship between SoftBank and Sprint Nextel. If, however, Sprint Nextel is not successful in its proposed acquisition of Clearwire, S&P would evaluate Sprint Nextel's stand-alone credit profile and impute some degree of support from SoftBank. TC GLOBAL: Court Approves McDreamy Offer ---------------------------------------- Tiffany Hsu at The Los Angeles Times reports that Judge Karen Overstreet of the U.S. Bankruptcy Court in Seattle on Friday afternoon accepted the $9.15 million bid for the Tully's Coffee chain from an investment group called Global Baristas bannered by "Grey's Anatomy" star Patrick Dempsey. LA Times relates Starbucks Corp. wanted half of Tully's 47 company-owned shops in Washington and California, and plans to rebrand them as its own stories. Philippines-based AgriNuture Inc. wants the rest. Together their bid was $10.6 million. Katy Stech, writing for Dow Jones' Daily Bankruptcy Review, reports that Starbucks and other parties that lost during the 13- hour auction for the coffee chain appeared before the Bankruptcy Court on Friday, asking Judge Overstreet to reject the winning bid from the "Grey's Anatomy" star's investment group. The Dow Jones report relates Starbucks et al. said Mr. Dempsey, whom Hollywood calls "McDreamy", unfairly charmed auctioneers without putting in the highest bid. According to the report, attorneys for a Denver private equity firm that put in the very first bid of $4.3 million, said in court papers Mr. Dempsey's company of creating a spectacle that "may have impeded financing for qualified bidders and creates the appearance that its bid was favored." Dow Jones notes The Seattle Times gushed over his bid, welcoming Mr. Dempsey's company as a "rescue squad" for the recession- battered chain. Television cameras waited outside the auction to capture his moment. The next day, Mr. Dempsey celebrated alongside Tully's Chief Executive Scott Pearson by visiting Tully's to make the baristas blush. Dow Jones relates that, in court papers Thursday, Tully's Chief Executive Scott Pearson threw his support behind Mr. Dempsey's offer to keep the chain intact, which would save its 480 jobs. Customers could still use their $5.4 million worth of unspent gift cards, he said. Dow Jones relates Mr. Pearson also revealed in court papers that Tully's coffee supplier Green Mountain Coffee Roasters is trying to protect its sales pipeline. As Tully's exclusive roaster, Green Mountain has the power to cause a fuss that would delay the sale, which its executives promised to do if Starbucks won the right to buy some stores, Mr. Pearson said in court papers. But with Green Mountain's blessing, a winning bidder could purchase the company by the end of the month. Dow Jones notes Starbucks planned to wipe the Tully's name off and the converted stores would not sell Green Mountain-brewed coffee. About TC Global Headquartered in Seattle, Washington, TC Global, Inc., dba Tully's Coffee -- http://www.tullyscoffeeshops.com/-- is a specialty coffee retailer and wholesaler. Through company owned, licensed and franchised specialty retail stores in Washington, Oregon, California, Arizona, Idaho, Montana, Colorado, Wyoming and Utah, throughout Asia with Tully's Coffee International, and with its global alliance partner Tully's Coffee Japan, Tully's premium coffees are available at 545 branded retail locations globally. TC Global Inc. filed a Chapter 11 petition (Bankr. W.D. Wash. Case No. 12-20253-KAO) on Oct. 10, 2012. The Debtor is represented by attorneys at Bush Strout & Kornfeld LLP, in Seattle. The Debtor disclosed assets of $4.9 million and debt totaling $3.7 million, including $2.6 million in unsecured claims. The Seattle-based chain has 57 company-owned stores and 12 franchised. There are another 71 franchises in grocery stores, schools and airports. Tully's will close nine stores following bankruptcy. Bloomberg report discloses that Tully's sold the wholesale and distribution business in 2009, generating $40 million that allowed a $5.9 million distribution to shareholders. TER/KAR LLC: Case Summary & 2 Unsecured Creditors ------------------------------------------------- Debtor: Ter/Kar, LLC c/o Karen Watson P.O. Box 21890 Hilton Head Island, SC 29925 Bankruptcy Case No.: 13-00126 Chapter 11 Petition Date: January 7, 2013 Court: United States Bankruptcy Court District of South Carolina (Charleston) Judge: John E. Waites Debtor's Counsel: Michael W. Mogil, Esq. LAW OFFICE OF MICHAEL W. MOGIL, P.A. 2 Corpus Christie Place, Ste. 303 Hilton Head Island, SC 29928 Tel: (843) 785-8110 Fax: (843) 785-9676 E-mail: mwmogil@aol.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 A list of the Company's two largest unsecured creditors, filed together with the petition, is available for free at http://bankrupt.com/misc/scb13-00126.pdf The petition was signed by Karen Fuller Watson, managing member. TIGER HOSPITALITY: Case Summary & 20 Largest Unsecured Creditors ---------------------------------------------------------------- Debtor: Tiger Hospitality Services, Inc. dba Best Western Plus 5760 Legacy Drive Suite B3-328 Plano, TX 75024 Bankruptcy Case No.: 13-40088 Chapter 11 Petition Date: January 7, 2013 Court: United States Bankruptcy Court Eastern District of Texas (Sherman) Judge: Brenda T. Rhoades Debtor's Counsel: Arthur I. Ungerman, Esq. 8140 Walnut Hill Lane Suite 301 Dallas, TX 75231 Tel: (972) 239-9055 Fax: (972) 239-9886 E-mail: arthur@arthurungerman.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 A copy of the Company's list of its 20 largest unsecured creditors, filed together with the petition, is available for free at http://bankrupt.com/misc/txeb13-40088.pdf The petition was signed by Roger Pate, president. VI-JON INC: Financial Results No Impact on Moody's 'B2' CFR ----------------------------------------------------------- Moody's Investors Services on Jan. 10 said that Vi-Jon, Inc.'s latest financial results for the twelve months ending September 30, 2012 reflect stronger profitability and cash flow as compared to Moody's expectations and is a credit positive, but that the company's current B2 Corporate Family Rating and stable outlook is not affected. For more detailed information, see Moody's issuer comment on Vi-Jon published on Moody's.com. St. Louis-based Vi-Jon, Inc. is a private label manufacturer of personal care products with more than 300 different formulations and more than 5,000 products across a wide spectrum of categories. Vi-Jon is the combination of the July 2006 merger of two leading personal care private label manufacturers, Vi-Jon Laboratories, Inc. and Cumberland Swan Holdings, Inc. Vi-Jon is the direct subsidiary of VJCS Holdings, Inc., which in turn is owned by Berkshire Partners and other co-investors including management. WATERMAN PROPERTIES: Case Summary & 6 Unsecured Creditors --------------------------------------------------------- Debtor: Waterman Properties, LLC 90 Donato Drive Little Falls, NJ 07424 Bankruptcy Case No.: 13-10529 Chapter 11 Petition Date: January 10, 2013 Court: U.S. Bankruptcy Court District of New Jersey (Newark) Judge: Novalyn L. Winfield Debtor's Counsel: Ilissa Churgin Hook, Esq. HOOK & FATOVICH, LLC 1430 Route 23 North Wayne, NJ 07470 Tel: (973) 686-3800 Fax: (973) 686-3801 E-mail: ihook@hookandfatovich.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 The Company's list of its six largest unsecured creditors filed with the petition is available for free at: http://bankrupt.com/misc/njb13-10529.pdf The petition was signed by Louis Paolino, managing member. * Moody's Says Commercial Property Prices to Trend Flat or Down --------------------------------------------------------------- Over the next several years, commercial real estate prices will be flat or trend down, with the exception of those for the apartment sector, which will continue to trend upward, according to the outlook for pricing in this month's report on the Moody's/RCA Commercial Property Price Indices (CPPI). Prices for non-mall retail commercial real estate will have the weakest near-term performance. For November, the Moody's/RCA Commercial Property Price Indices (CPPI) national all-property composite increased 0.4%. A 1.2% rise in apartment prices drove the increase entirely, as core commercial prices were flat. "Across the major property sectors in commercial real estate the post-crisis price recovery has largely played out," says Moody's Director of Commercial Real Estate Research Tad Philipp, lead author of the report "Moody's/RCA CPPI: Price Outlook - Apartment to Increase, Commercial Will Trend Flat to Down." "With capitalization rates poised to increase and net operating income trending down, core commercial prices will give back a portion of their post-trough recovery," says Mr. Philipp. In 2016 and 2017, when there will be a surge in commercial real estate refinancing, Moody's expects prices to be generally consistent with those of today. Increasing capitalization rates will largely offset the benefits of improving fundamentals, says Moody's. Non-mall retail has the weakest fundamentals among the core commercial sectors. Moody's does not expect net operating income in non-mall retail to grow over the next three-to-four years. The sector is exposed to weak pricing power because of high vacancy as well as tenants signing new leases with rents that are lower than in their previous ones. Among the major property types, apartments have the strongest fundamentals, given the sector's sub-5% vacancy rate. Growth in apartment net operating income should more than offset the negative impact of rising cap rates, allowing for prices to continue to appreciate. New construction, while low, needs to be carefully monitored, says Moody's. Apartment prices rose by 10.6% over the last 12 months, according to the Moody's/RCA CPPI . The apartment sector has recovered 75.3% of its post-financial crisis loss, while apartments in major markets have recovered 98.7%. The Central Business District (CBD) office sector outperformed all other property sectors over the past three- and 12- month periods, with prices increasing by 6.3% and 18.1%, respectively. CBD office has recovered 92.3% of its peak-to-trough loss in major markets and 79.4% overall. Composed of a suite of 20 indices, the Moody's/RCA Commercial Property Price Indices is a series that measures price changes in US commercial real estate through advanced repeat-sale regression (RSR) analytics. The indices use transaction data from Real Capital Analytics (RCA) and a methodology developed by David Geltner, a professor at MIT, in conjunction with Moody's and RCA. Provided by CBRE Econometric Advisors, the forecasts in the January report are consistent with those used in Moody's Commercial Mortgage Metrics. * Moody's Says One-Third of US Colleges Faces Falling Revenues -------------------------------------------------------------- Weakened pricing power and difficulty in growing enrollment are impeding revenue growth at an increasing number of US colleges and universities, according to Moody's Investors Service's fourth annual tuition survey. Moody's found that a third of universities expect net tuition revenue to either decline or grow at a rate below inflation in fiscal year 2013. In all, 17% of both private and public universities are expecting declines in net tuition revenue, while another 16% are expecting percent increases that are less than the rate of inflation. "The cumulative effects of years of depressed family income and net worth, as well as uncertain job prospects for many recent graduates, are combining to soften student market demand at current tuition prices," says Moody's Analyst Emily Schwarz, lead author of the report on the survey called "More U.S. Universities Expect Tuition Revenue Declines; Larger, Diversified Universities Favored in Tough Higher Education Market." "In addition to these economic pressures, tougher governmental scrutiny of higher education costs and disclosure practices is adding regulatory and political pressure to prevent tuition and revenue from rising at past rates," says Moody's Ms. Schwarz. There may be further fiscal pressure on colleges should federal budget negotiations lead to student aid and loan programs being curtailed, because the share of students that depend on these funding sources continues to rise. Rated universities are moderately reliant on federal student loans, which funded an estimated median 40% of student charges for public universities and 21% for private universities in FY 2012. Some public and lower-rated private universities, as well as for- profit universities, reported higher rates of dependence. As for tuition, 33% of private universities and 32% of public ones projected net tuition revenue to decline or grow below a 2% rate, approximately the rate of inflation. By comparison, before the recession in fiscal year 2008, 11% of private universities and 9% of public ones projected less than 2% growth. Smaller, tuition-dependent universities with lower credit ratings are most vulnerable to revenue and pricing pressures, says Moody's. Private universities project a 2.6% increase in net tuition per student from FY 2012 to FY 2013 and public universities project a similar 2.7% increase. This year's increase for public universities is much lower than net tuition per student increases over the past five years, which averaged 6.7%, likely in response to families' sensitivity to rising higher education costs. Falling graduate school enrollments weigh on the total enrollments of many universities, says Moody's. Approximately 46% of all universities are projecting enrollment declines for fall 2012, however the vast majority are modest changes and total enrollment is expected to be stable compared to the prior year. Undergraduate enrollment increased a median 0.5% from fall 2011 to fall 2012 and graduate enrollment declined a median 0.4% across all universities. The survey results show there continues to be a flight to quality, with large, higher-rated universities generally experiencing enrollment growth, says Moody's. For the last four years, Moody's has surveyed its rated US universities on their expectations for tuition and enrollment. It received responses from over half of the 515 universities that it rates. * Moody's Says North-American Consumer Product Company Bonds Weak ----------------------------------------------------------------- A review of high-yield bond deals from North American consumer products companies reveals they provide weaker protections, on average, than the bonds of other non-financial corporates, Moody's Investors Service says in a new report, "North American Consumer Products Bonds Offer Below-Average Protection." Nonetheless, in the six key risk areas Moody's evaluates, structural subordination provides a bright spot. "The average Covenant Quality score for consumer products company bonds was 3.5 on our five-point scale," says Vice President -- Senior Analyst Nancy Meadows. "This compares with an average of 3.39 for all non-financial corporate bonds in our High-Yield Covenant Database." On Moody's five-point scale, 1.0 denotes the strongest covenant protection, and 5.0 the weakest. Bonds issued by Levi Strauss & Co., American Greetings Corp. and Prestige Brands Inc. were among those with the weakest investor protections in the consumer products sector. But bonds issued by consumer products companies offer stronger protections against structural subordination, Ms. Meadows says, meaning those companies have less flexibility to direct free cash flow away from bondholders. Consumer products companies had an average score of 2.6 for structural subordination, compared with 2.8 for other North American non-financial corporates. As expected, covenant quality increases further down the rating scale, since holders of lower-rated bonds expect more protection. At the B and Ca rating levels, consumer product company covenant packages are stronger than those of similarly rated non-financial corporates. At the Ba rating level, however, average covenant quality is notably weaker in the consumer products sector. This likely reflects the relatively stable, more defensive nature of consumer products companies, Ms. Meadows says. Additionally, among consumer product company bonds there are a higher proportion of high-yield lite packages. "In the past two years, some 67% of consumer products company bond issuances in the Ba rating category had high-yield lite structures, compared with 44% for similarly rated non-financial corporate bonds," Meadows says. "This is a sign that investors are comfortable with weaker protections at the higher end of the high-yield rating range in the consumer products industry." * Timing Is Everything for Potential "Bond Bubble," Fitch Says -------------------------------------------------------------- A global search for yield led fixed-income investors to pad their portfolios with U.S. investment-grade corporate bonds in 2012. While these bonds have historically experienced low levels of default, they remain exposed to market risk should interest rates spike from their abnormally low levels. The interest rate risk facing corporate bond investors is exacerbated by the high proportion of fixed-rate debt issued of late, which accounted for 96% of U.S. corporate bonds sold between September to November 2012, versus 60% in 2007, according to SIFMA. A return to higher interest rates will certainly affect fixed- income investors with longer duration bond portfolios, and timing remains key. A number of variables will aid in determining losses for holders of U.S. corporate bonds, but Fitch Ratings notes the speed at which rates will rise is among the most critical. For instance, if interest rates were to revert rapidly to early 2011 levels (a 200 basis point rise), a typical investment-grade U.S. corporate bond (rated 'BBB' with a 10-year maturity) could lose 15% of its market value assuming constant spreads, as explained in Fitch's recent report "The 'Bond Bubble': Risks and Mitigants." An orderly reversion would make for an easier investor landing. If rates rose at a more gradual pace, losses would be mitigated by the coupon income received and the shorter remaining maturity. Very simply, if a rise in rates were to take place over a one year period, the loss on a typical 'BBB' 10-year U.S. corporate bond might be closer to 9.5%. Given a two-year window, the potential loss would be even lower at roughly 3.5%. The U.S. Federal Reserve said in December 2012 it would keep short-term interest rates near zero at least through mid 2015. While a continuation of accommodative monetary policy would reduce the likelihood of a sudden spike in rates, it could exacerbate existing imbalances, as an increasing share of investor portfolios would consist of lower coupon securities that are particularly vulnerable to rising rates. "We also note that while a jump in interest rates could translate to significant market value losses, the largest holders of U.S. corporate bonds (U.S. life insurance companies at $2.1 trillion) would likely be able to mitigate losses in a rising rate scenario via asset-liability management and regulatory capital levels will remain stable as statutory accounting rules heavily utilize book value when marking assets," Fitch adds. * US Credit Card Chargeoffs Close Out 2012 at 6Yr Low, Fitch Says ----------------------------------------------------------------- U.S. credit card ABS finished 2012 on a strong note with chargeoffs shattering another record low, according to the latest index results from Fitch Ratings. Prime credit card chargeoffs dipped below 4% for the first time since 2006, falling to 3.98% in December. The 18 basis point (bp) decline in chargeoffs is a continued result of declining bankruptcy filings delinquencies throughout 2012 which have stabilized somewhat in the past few months. Chargeoffs have declined 29.43% since the end of 2011. Late stage delinquencies increased three basis points (bps) in December to 1.73%. Despite the small increase, late payments remained relatively steady around the 1.70% mark for the past four months. This is a sign that delinquencies are stabilizing and could be a harbinger of chargeoffs plateauing in the coming months. In 2012, Fitch's 60+ Day Delinquency Index declined by almost 25% year-over-year. Gross yield slipped slightly this month by 19 bps to 18.18%. This is in line with the average for 2012 of 18.19% and not far off the historical average of 18.56%. On the whole, gross yield has remained fairly stable this year, only decreasing 3.45% since the end of 2011. Despite a decline in gross yield, three-month average excess spread has reached an all-time high of 11.51%, surpassing the previous high of 11.38% last month. The increase in excess spread is being driven by the decline in chargeoffs. Monthly payment rate (MPR) is down slightly to 22.27% from 22.43% last month and the historic high of 22.99% in September 2012. This is above the historical average of 19.30%. September 2012 marked the first time total ABS outstandings had increased since December 2011. However since that point the balance has declined each month and is now under the $100 billion mark for the first time since December 1995. Outstandings have declined by 25.85% over the past year as ABS notes continue to mature and are not replaced by new issuance. Fitch's Prime Credit Card index was established in 1991 and tracks more than $99 billion of prime credit card ABS backed by approximately $263 billion of principal receivables. The index is primarily comprised of general purpose portfolios originated by institutions such as Bank of America, Citibank, Chase, Capital One, Discover, etc. With the exception of chargeoffs, performance of Fitch's Retail Credit Card Index improved. Gross yield rose by 2.36% to 26.50% this month after a dip to 25.89% last month. Overall, gross yield has increased 3.23% in the past year. MPR also rebounded this month after a temporary two month slip, improving 72 bps to 15.81%. Chargeoffs increased 4.69% to 6.69% after dropping almost 20% over the course of 2012. Chargeoffs are still well below the historical average of 9.09%. 60+ day delinquencies have been stabilizing around 2.70% for the past seven months after peaking in early 2009. Fitch's Retail Credit Card index tracks more than $27 billion of retail or private label credit card ABS backed by approximately $50 billion of principal receivables. The index is primarily comprised of private label portfolios originated and serviced by Citibank (South Dakota) N.A., GE Money Bank and World Financial Network National Bank. More than 165 retailers are incorporated including Wal-Mart, Sears, Home Depot, Federated, Loews, J.C. Penney, Limited Brands, Best Buy, Lane Bryant and Dillard's, among others. ABS ratings on both prime and retail credit card trusts are expected to remain stable given available credit enhancement, loss coverage multiples, and structural protections afforded investors. * BOND PRICING -- For Week From Jan. 7 to 11, 2013 -------------------------------------------------- Company Coupon Maturity Bid Price ------- ------ -------- --------- 1ST BAP CHUR MEL 7.500 12/12/2014 5.000 AES EASTERN ENER 9.000 1/2/2017 3.570 AES EASTERN ENER 9.670 1/2/2029 4.125 AGY HOLDING COR 11.000 11/15/2014 50.250 AHERN RENTALS 9.250 8/15/2013 56.200 ALION SCIENCE 10.250 2/1/2015 49.277 AMBAC INC 6.150 2/7/2087 4.670 ATP OIL & GAS 11.875 5/1/2015 7.375 ATP OIL & GAS 11.875 5/1/2015 7.375 ATP OIL & GAS 11.875 5/1/2015 7.500 BANK OF AMERICA 4.875 1/15/2013 100.000 BUFFALO THUNDER 9.375 12/15/2014 35.000 CENTRAL EUROPEAN 3.000 3/15/2013 62.000 CHAMPION ENTERPR 2.750 11/1/2037 1.000 CLEAR CHANNEL 5.750 1/15/2013 97.993 DELTA AIR 1992B2 10.125 3/11/2015 30.000 DIRECTBUY HLDG 12.000 2/1/2017 18.750 DIRECTBUY HLDG 12.000 2/1/2017 18.750 DOWNEY FINANCIAL 6.500 7/1/2014 64.250 DYN-RSTN/DNKM PT 7.670 11/8/2016 4.875 EASTMAN KODAK CO 7.000 4/1/2017 12.625 EASTMAN KODAK CO 7.250 11/15/2013 12.445 EASTMAN KODAK CO 9.200 6/1/2021 12.925 EASTMAN KODAK CO 9.950 7/1/2018 12.678 EDISON MISSION 7.500 6/15/2013 46.701 ELEC DATA SYSTEM 3.875 7/15/2023 95.000 FAIRPOINT COMMUN 13.125 4/1/2018 1.000 FAIRPOINT COMMUN 13.125 4/1/2018 1.000 FAIRPOINT COMMUN 13.125 4/2/2018 1.220 FIBERTOWER CORP 9.000 1/1/2016 28.000 FRONTIER COMM 6.250 1/15/2013 100.050 GEOKINETICS HLDG 9.750 12/15/2014 44.750 GEOKINETICS HLDG 9.750 12/15/2014 44.350 GLB AVTN HLDG IN 14.000 8/15/2013 31.875 GLOBALSTAR INC 5.750 4/1/2028 55.500 GMX RESOURCES 4.500 5/1/2015 44.775 HAWKER BEECHCRAF 8.500 4/1/2015 8.250 HAWKER BEECHCRAF 8.875 4/1/2015 16.000 HORIZON LINES 6.000 4/15/2017 30.000 HUTCHINSON TECH 8.500 1/15/2026 49.500 JAMES RIVER COAL 4.500 12/1/2015 43.660 JEHOVAH-JIREH 7.800 9/10/2015 10.000 JOHN DEERE CAP 5.100 1/15/2013 100.054 LBI MEDIA INC 8.500 8/1/2017 25.375 LEHMAN BROS HLDG 0.250 12/12/2013 21.125 LEHMAN BROS HLDG 0.250 1/26/2014 21.125 LEHMAN BROS HLDG 1.000 10/17/2013 21.125 LEHMAN BROS HLDG 1.000 3/29/2014 21.125 LEHMAN BROS HLDG 1.000 8/17/2014 21.125 LEHMAN BROS HLDG 1.000 8/17/2014 21.125 LEHMAN BROS HLDG 1.250 2/6/2014 21.125 LEHMAN BROS INC 7.500 8/1/2026 18.000 MANNKIND CORP 3.750 12/15/2013 75.250 MASHANTUCKET PEQ 8.500 11/15/2015 5.250 MASHANTUCKET PEQ 8.500 11/15/2015 5.250 MASHANTUCKET TRB 5.912 9/1/2021 5.250 MF GLOBAL LTD 9.000 6/20/2038 65.000 OVERSEAS SHIPHLD 8.750 12/1/2013 36.770 PLATINUM ENERGY 14.250 3/1/2015 65.199 PLATINUM ENERGY 14.250 3/1/2015 47.000 PMI CAPITAL I 8.309 2/1/2027 0.125 PMI GROUP INC 6.000 9/15/2016 30.500 POWERWAVE TECH 1.875 11/15/2024 3.500 POWERWAVE TECH 1.875 11/15/2024 3.500 POWERWAVE TECH 3.875 10/1/2027 3.500 POWERWAVE TECH 3.875 10/1/2027 3.500 PRUDENTIAL FIN 2.750 1/14/2013 100.035 PRUDENTIAL FIN 5.150 1/15/2013 99.998 RESIDENTIAL CAP 6.875 6/30/2015 22.000 REVEL AC INC 12.000 3/15/2018 5.750 SAVIENT PHARMA 4.750 2/1/2018 18.000 SCHOOL SPECIALTY 3.750 11/30/2026 50.625 TARGET CORP 5.125 1/15/2013 100.013 TERRESTAR NETWOR 6.500 6/15/2014 10.000 TEXAS COMP/TCEH 10.250 11/1/2015 29.562 TEXAS COMP/TCEH 10.250 11/1/2015 30.750 TEXAS COMP/TCEH 10.250 11/1/2015 30.750 TEXAS COMP/TCEH 15.000 4/1/2021 36.500 TEXAS COMP/TCEH 15.000 4/1/2021 41.100 THQ INC 5.000 8/15/2014 20.167 TL ACQUISITIONS 10.500 1/15/2015 35.000 TL ACQUISITIONS 10.500 1/15/2015 34.125 TOUSA INC 7.500 1/15/2015 2.000 UAL 1991 TRUST 10.020 3/22/2014 11.250 USEC INC 3.000 10/1/2014 40.625 VERSO PAPER 11.375 8/1/2016 42.130 WASH MUT BANK FA 5.125 1/15/2015 0.010 WASH MUT BANK NV 6.750 5/20/2036 0.250 WCI COMMUNITIES 6.625 3/15/2015 0.875 WESTERN EXPRESS 12.500 4/15/2015 61.875 WESTERN EXPRESS 12.500 4/15/2015 61.875 ********* 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., Washington, D.C., 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 2013. 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 $975 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 Peter A. Chapman at 215-945-7000 or Nina Novak at 202-241-8200. *** End of Transmission ***