/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/130307.mbx T R O U B L E D C O M P A N Y R E P O R T E R Thursday, March 7, 2013, Vol. 17, No. 65 Headlines 11850 DEL PUEBLO: Receiver Keeps Control Until April Hearing 710 LONG RIDGE: Okayed for Interim Modifications to CBA ABITIBIBOWATER INC: Court Grants Cahaba's Summary Judgment Bid ABSOLUTE LIFE: Memorialized Understandings with Infinity Advanced ACADIA HEALTHCARE: Moody's Rates $150MM Sr. Unsecured Notes 'B3' ACADIA HEALTHCARE: S&P Affirms 'B' CCR & Rates $150MM Notes 'CCC+' ACCENTIA BIOPHARMACEUTICALS: Incurs $7.4MM Loss in Dec. 31 Qtr. ADAM AIRCRAFT: Dist. Court Rules on Chapter 7 Trustee's Appeal AFFINITY GAMING: Z Capital Pulls Offer, Sues Firm AHERN RENTALS: Parties Spar Over Rival Plan Disclosures AHERN RENTALS: Replaces CRG Partners with Deloitte ALABAMA AIRCRAFT: 3rd Circuit Nixes Boeing's Appeal of Sale ALLIED SYSTEMS: Court Approves $2-Mil. Increase in DIP Financing ALLY FINANCIAL: Files Form 10-K, Posts $1.2BB Net Income in 2012 AMBAC FINANCIAL: Seeks to Block Board Member Accused of Cronyism AMBAC FINANCIAL: Plan Modification Approval Sought AMERICAN AIRLINES: Weil Charges $2.9MM for January Bankruptcy Work AMERICAN AIRLINES: Modifying Republic Airways Agreement AMERICAN AIRLINES: Fitch Assigns 'B' Rating on Class B Certs. AMPAL-AMERICAN: Clal Insurance Owns 6% Class A Shares at Dec. 31 ATLANTIC COAST: Bhanu Choudhrie Owns 4% Equity Stake at Feb. 13 AVANTAIR INC: Pilots Certify SMART as Representative BAKERS FOOTWEAR: Sells Remaining Assets for $2.45 Million BOYD GAMING: S&P Lowers Rating on Senior Notes to 'CCC+' BROADVIEW NETWORKS: MCG Investment Down to $1 Million BROADWAY FINANCIAL: Edward Wedbush Holds 7% Stake at Dec. 31 BUENA VISTA PLUMBING: Case Summary & 11 Unsecured Creditors CANFOR CORPORATION: DBRS Confirms Senior Notes Rating at 'BB' CASEY ANTHONY: Appears at Bankruptcy Hearing CBRE SERVICES: Moody's Rates $1.7BB Facility & $800MM Notes 'Ba1' CBRE SERVICES: S&P Rates $1BB Loans 'BB' & $800MM Notes 'B+' CENTRAL EUROPEAN: Working with RTL on Restructuring Proposal CHINA PRECISION: Delays Dec. 31 Form 10-Q Due to Holidays CIRCLE ENTERTAINMENT: Andrew Perel Elected to Board of Directors CLARFEDO L.L.C.: Voluntary Chapter 11 Case Summary COMMUNITY FINANCIAL: PRB Investors Owns 14% Stake at Dec. 21 CONEXANT SYSTEMS: Rejecting San Diego, Newport Beach Office Leases CONTAINER STORE: S&P Affirms 'B-' Rating on Upsized $362MM Loan COPPER KING: Wins Confirmation of Reorganization Plan DELPHI AUTOMOTIVE: S&P Retains 'BB+' Corporate Credit Rating DETROIT, MI: Moody's Sees Bankruptcy Risk in Fiscal Emergency DETROIT, MI: NPFG Confirms $100.7MM of Insured Exposure DETROIT SERVICE: S&P Lowers Long Term Rating to 'BB+' DEWEY & LEBOEUF: Lands $1.6M Deal with Paul Hastings, Ex-Partners DREIER LLP: Court Rules AIG Settlement Belongs to Law Firm Estate DTE ENERGY: Moody's Raises Rating on $200MM Senior Bonds to 'Ba1' EARTHLINK INC: S&P Withdraws B+ Rating on $300MM Sr. Secured Loan EDIETS.COM INC: Signs Separation Agreement with Former CEO EDISON MISSION: Wants to Continue Arbitration With Union ELPIDA MEMORY: Wins Approval to Extend Security Agreements EMRLH4 LLC: Case Summary & 5 Unsecured Creditors EUROFRESH INC: Tomato Greenhouses Head to March 27 Auction FERRO CORP: S&P Puts 'B+' CCR on CreditWatch Developing FIRST PLACE: Delays Form 10-Q for Dec. 31 Quarter FLASHCOM INC: Trustee Can Only Collect $62,500 From Andra Sachs FOURTH QUARTER PROPERTIES: Files for Chapter 11 in Georgia FOURTH QUARTER PROPERTIES: Case Summary & 12 Unsecured Creditors FQ PROPERTIES: Case Summary & 11 Unsecured Creditors FREESCALE SEMICONDUCTOR: Fitch Rates New Term Loan at 'CCC+' FREESEAS INC: Amends 395,791 Common Shares Resale Prospectus FREESEAS INC: Issues Additional 100,000 Common Shares to Hanover FTLL ROBOVAULT: March 21 Hearing on Use of More Cash GARLOCK SEALING: Wins Access to Client List in Asbestos Cases GELTECH SOLUTIONS: Michael Reger Hikes Equity Stake to 41.7% GENERAL MOTORS: Bankr. Judge Sides With JPMorgan in Lien Challenge GMX RESOURCES: Misses Interest Payment, Warns Possible Bankruptcy GRAFTECH INT'L: Earnings Forecast No Impact on Moody's 'Ba1' CFR HAMDEN, CT: Pension Fund Facing Bankruptcy in 5 Years HANRA INVESTMENTS: Case Summary & 17 Largest Unsecured Creditors HARLAN LABORATORIES: S&P Cuts CCR to 'B-' & Rates Facilities 'B-' HARRISON, NJ: Moody's Lifts Rating on Obligation Bonds to 'Ba1' HEARTHSTONE HOMES: Wells Fargo to Get Sales Proceeds HORIZON LINES: Pioneer Global Owns 83% Class A Shares at Dec. 31 HOSTESS BRANDS: Withdraws Cash Motion as Per Stipulation HOWREY LLP: Appeal Taken in Dispute v. Paul Alexander et al. HRAF HOLDINGS: Western Rock Has No Valid Lien on Cash Proceeds IMPLANT SCIENCES: Maturity of DMRJ Debt Extended Until 2014 INNER HARBOR: $1.2B Baltimore Project Developer Granted Ch. 11 INTEGRATED FREIGHT: Asher Discloses 9.9% Equity Stake at March 4 INTERLEUKIN GENETICS: Inks Preferred Participation Pact with RHSC ISTAR FINANCIAL: Enters Into $1.7 Billion Credit Agreement J & B PROPERTY: Voluntary Chapter 11 Case Summary J.C. PENNEY: Board Said to Be Mulling Sale, Replacing CEO JET PLASTICA: MCG Gets $11 Mil. in Payment Following Liquidation KAR AUCTION: Term Loan Amendments No Impact on Moody's 'B1' CFR LEHMAN BROTHERS: $2.8-Billion in Claims Changed Hands in January LIGHTSQUARED INC: Asks Court to Approve Rincon Agreement LOCATION BASED TECHNOLOGIES: Sees $700,000 Revenues in Fiscal Q3 LODGENET INTERACTIVE: Financing Approval Sought LODGENET INTERACTIVE: D.E. Shaw Owns 1% Equity Stake at Dec. 31 LYON WORKSPACE: Locker Maker Schedules April 15 Auction M/I HOMES: Fitch Rates Proposed $50MM Sr. Subordinated Notes 'CCC' M/I HOMES: New $50MM Notes Issue Gets Moody's 'Caa2' Rating M/I HOMES: S&P Assigns CCC+ Rating to $50MM Sr. Subordinated Notes MALIK MANJI: Case Summary & 6 Largest Unsecured Creditors MBIA INC: Defeats BofA Lawsuit over Restructuring MCGRAW-HILL GLOBAL: Moody's Assigns 'B2' CFR; Outlook Stable METROPARK USA: Taps Ashford Schael as Liquidation Counsel METROPCS WIRELESS: Moody's Rates New Unsecured Notes Offer 'B1' METROPCS WIRELESS: S&P Rates $3.5BB Senior Unsecured Notes 'BB' MF GLOBAL: Plan Backers Reach $275M Truce with JPMorgan MF GLOBAL: JPMorgan, Creditor Co-Proponents Agree to Amended Plan MICHAELS STORES: Director Gerry Murphy Resigns MIDWEST MEAT: Nebraska Turkey Processor in Bankruptcy MMRGLOBAL INC: Reports Unregistered Sales of Securities MMRGLOBAL INC: Signs Non-Exclusive License Agreement with WFM MODERN PLASTICS: NPC Emerges as Highest Bidder for Mortgage Loan MORGANS HOTEL: Extends Employments of Top Executives Until 2015 MPG OFFICE: Posts $210.5 Million Net Income in Fourth Quarter NEEBO INC: Makes Voluntary Debt Payment of $27 Million NEXSTAR BROADCASTING: Underwriter Exercises 450,000 Shares Option NORCROSS LODGING: Case Summary & 2 Unsecured Creditors NORTEL NETWORKS: Freed From New Bankr. Disclosure Rules for Now OMEGA NAVIGATION: MHR Capital No Longer Owns Shares at Dec. 31 PABELLON DE LA VICTORIA: Court Approves Justiniano as Counsel PABELLON DE LA VICTORIA: Court Okays Carlos Cardona as Accountant PAMELA MATTHEWS: 6th Cir. Says ECMC Can Join in Suit v. Sallie Mae PARTY CITY: iParty Purchase No Impact on Moody's B2 CFR PHYSIOTHERAPY ASSOCIATES: S&P Lowers CCR to 'B-'; Outlook Stable PINNACLE AIRLINES: Seeks Court Approval of Colgan-Chorus Deal PINNACLE AIRLINES: Wants Flight 3407 Claimants Objection Overruled PIPELINE DATA: Calpian to Buy Firm After Merchant Sale Fails PITTSBURG REDEVELOPMENT: Fitch Rates Tax Allocation Bonds at 'BB-' POWERWAVE TECHNOLOGIES: Empire Capital Holds 9% Stake at Dec. 31 PRECISION ENGINEERED: S&P Retains 'BB-' Rating After $40MM Loan PVH CORP: S&P Lowers Rating on $600MM Notes Due 2020 to 'BB' QUANTUM CORP: Private Capital Holds 8% Equity Stake at Dec. 31 QUANTUM CORP: Amends Sept. 30 Form 10-Q to Add Exhibits RESIDENTIAL CAPITAL: Plan Filing Exclusivity Extended to April 30 RESIDENTIAL CAPITAL: Stroock's Kruger Approved as CRO RESIDENTIAL CAPITAL: Judge Peck Remains as Mediator Until May RESPONSE BIOMEDICAL: Taps Darby Darilek Director of U.S. Sales RG STEEL: Asks Court to Overrule SNA Carbon's Sale Objection ROTECH HEALTHCARE: Deutsche Bank Holds 8% Stake at Dec. 31 RTL-WESTCAN LTD: DBRS Raises Issuer Rating to 'BB(low)' SA NYU WA: Case Summary & 18 Largest Unsecured Creditors SANDPOINT CATTLE: Barred From Using Cash Collateral SCHOOL SPECIALTY: Three Committee Members Resign SCHOOL SPECIALTY: Executed ABL DIP Agreement Filed SCHOOL SPECIALTY: Schedules of Assets and Liabilities Filed SCHOOL SPECIALTY: LaGrange No Longer Owns Shares at Dec. 31 SCHWAB INDUSTRIES: 6th Cir. Affirms Ruling for Huntington Bank SEARS HOLDINGS: E. Lampert Buys 1.2-Mil. Shares for $54.9-Mil. SECUREALERT INC: R. Klinkhammer Ceases to Own 5% Stake at Feb. 28 SITEL LLC: Cash Flow Deficit Prompts Moody's to Cut CFR to Caa1 SOLAR TRUST: Settles With Parent to Confirm Plan SMART ONLINE: Sells Additional $435,000 Convertible Note SNUFFER'S RESTAURANTS: Case Summary & Creditors List SOUTHERN AIR: US Trustee Objects to Plan's Exculpation Provision SOUTHERN MONTANA: Obtains Final Cash Collateral Order SYMPHONYIRI GROUP: S&P Affirms 'B+' CCR; Outlook Stable TECHDYNE LLC: US Trustee Wants Case Dismissed or Converted TELEMETRICS INC: Case Summary & 14 Largest Unsecured Creditors THELEN LLP: Suit In Limbo As 2nd Circ. Mulls Unfinished Business THERMOENERGY CORP: Amends 63.8 Million Common Shares Prospectus THQ INC: WWE & Viacom Resign From Creditors' Committee THQ INC: Employs Great American as Liquidating Consultant THQ INC: Schedules of Assets and Liabilities Filed UNDERGROUND ENERGY: Case Summary & 20 Largest Unsecured Creditors UPPER CRUST: Proceeds to Estate Exceed $1.65-Mil. Auction VALENCE TECHNOLOGY: ClearBridge Does Not Own Shares at Dec. 31 VENTANA 20/20: Disclosure Statement Hearing Continued to March 12 VERMILLION INC: Incurs $7.1 Million Net Loss in 2012 VOLKSWAGEN-SPRINGFIELD: Case Converted to Chapter 7 WATERFORD FUNDING: Schedules Modified in Suit v. REM Capital WATERFORD FUNDING: Schedules Revised in Lawsuit v. Richard Miller WECHSLER & CO: Taps DelBello as Substitute Counsel WESTERN UTAH: Default Judgments Entered v. Lindale and Shupe WESTINGHOUSE SOLAR: CBD Reports $5.6MM Net Income for H2 2012 WESTMORELAND COAL: Michael R. D'Appolonia Retires From Board WINDSORMEADE OF WILLIAMSBURG: Taps Hirschler as Local Counsel WINDSORMEADE OF WILLIAMSBURG: McGuireWoods Is Bond Counsel WINDSORMEADE OF WILLIAMSBURG: Taps Deloitte as Advisor WISHGARD LLC: Creditors File Involuntary Bankruptcy Petition ZUERCHER TRUST: Amends Schedules of Assets and Liabilities * Moody's Says Low Interest Limits Life Insurers' Earnings Growth * Senate Report Fault Senior Level Executives at JPMorgan * Fannie-Freddie in Venture to Securitize Home Loans * Ex-Kirkland Partner Pleads Guilty to $2-Mil. Tax Scheme * The Deal Unveils Rankings of Bankruptcy Firms & Professionals * Haynes & Boone, MMA Lawyers Unveil Cooperation Agreement * Orrick Nabs Top Appellate Atty From DOJ In Washington * Venable Taps Bankruptcy Pro to Head New Delaware Office * David Anderson Joins Wick Phillips' Commercial Litigation Team * Recent Small-Dollar & Individual Chapter 11 Filings ********* 11850 DEL PUEBLO: Receiver Keeps Control Until April Hearing ------------------------------------------------------------ The Bankruptcy Court has approved a third stipulation signed by 11850 Del Pueblo, LLC, and lender U.S. Bank National Association regarding, which stipulation continues until April 9, 2013, at 3:00 p.m. the hearing to consider: (1) the lender's motion for order excusing the receiver from turning over estate property to the Debtor, as authorized under U.S.C. Section 543, authorizing the Receiver to use cash collateral on an interim basis and providing the lender adequate protection; (2) the Debtor's motion for order imposing and continuing the automatic stay; and (3) the Debtor's motion for order extending its plan exclusivity periods. Pursuant to the stipulation, the receiver will continue to be excused from compliance with the requirements of 11 U.S.C. Sections 543(a), 543(b)(1) and 543(c) on an interim basis until the April 9 hearing. The receiver may continue to possess and operate the property, including the rents and profits collected. The receiver may use cash collateral pursuant to a budget to be approved by Lender for payment of necessary, ordinary and reasonable operating expenses. U.S. Bank National Association, as Trustee, as successor in interest to Bank of America, N.A., as Trustee, as successor by merger to LaSalle Bank National Association, as Trustee for the registered holders of Deutsche Mortgage & Asset Receiving Corporation, CD 2006-CD3 Commercial Mortgage Pass-Through certificantes is the current beneficiary under a deed of trust that encumbers the Debtor's shopping center located in El Monte, California. The deed of trust secures a loan made to the Debtor. As a result of certain defaults under the loan, Lender, among other things, sought the appointment of a receiver for its collateral in California state court. The California state court appointed the receiver on the lender's ex parte motion on May 1, 2012, and on May 22, 2012, confirmed the appointment following a noticed hearing. As set forth in their stipulations, the parties are exploring a potential consensual resolution of their disputes which would address the outstanding defaults and potentially result in a negotiated resolution, including, among other things, a potential consensual sale process of substantially all of the Debtor's assets. About 11850 Del Pueblo 11850 Del Pueblo, LLC, first filed a Chapter 11 petition (Bankr. C.D. Cal. Case No. 12-42819) in Los Angeles on Sept. 27, 2012. The Debtor, a Single Asset Real Estate under 11 Sec. 101(51B), owns property on 11850 Valley Boulevard, in El Monte, California. The property, according to the schedules filed together with the petition, is worth $9 million and secures a $17.5 million claim. The Law Offices of Levi Reuben Uku serves as counsel to the Debtor. The Court dismissed the bankruptcy case on Oct. 12, 2012, due to the Debtor's failure to timely file certain necessary documents. The Debtor filed a second petition (Bankr. C.D. Cal. 12-44726) on Oct. 15. Bankruptcy Judge Robert N. Kwan presides over the case. The Debtor is represented in the second case by Chukwudum N. Emenike, Esq.; and the Law Offices of Levi Reuben Uku. 710 LONG RIDGE: Okayed for Interim Modifications to CBA ------------------------------------------------------- Stephanie Gleason at Dow Jones' DBR Small Cap reports that a bankruptcy-court judge decided Monday that five HealthBridge Management LLC skilled nursing facilities in Connecticut are allowed to modify their union contracts until April 12, saving the facilities $2.6 million during that time. As reported in the Feb. 28, 2013 edition of the TCR, the five Connecticut health care centers quickly filed a motion under 11 U.S.C. Sec. 1113(e) to implement interim modifications to the facilities' collective bargaining agreements with the New England Health Care Employees Union, District 1199, SEIU, which represents about 800 of the 1,140 employees of the Debtors. The CBAs expired March 2011 but remained in place pursuant to the National Labor Relations Act. The Debtors, however, told the Court that, by continuing to operate under the terms of their expired CBAs, they will collectively suffer losses exceeding $1.3 million per month. Pending negotiations, the Debtors asked the Court to approve interim modifications to the terms and conditions of employment for the unionized employees that were in effect on June 16, 2012. The interim modifications sought by the Debtors are the same terms and conditions that have been in place for 432 non-union employees since Oct. 31, 2011. About 710 Long Ridge 710 Long Ridge Road Operating Company II, LLC and four affiliates own sub-acute and long-term nursing care facilities for the elderly in Connecticut. The facilities, which are managed by HealthBridge Management LLC, are Long Ridge of Stamford, Newington Health Care Center, Westport Health Care Center, West River Health Care Center, and Danbury Health Care Center. 710 Long Ridge and its affiliates sought Chapter 11 protection (Bankr. D.N.J. Case Nos. 13-13653 to 13-13657) on Feb. 24, 2013. The Debtors owe $18.9 million to M&T Bank and $7.99 million on loans from the U.S. Department of Housing and Urban Development Federal Housing Administration. Michael D. Sirota, Esq., at Cole, Schotz, Meisel, Forman & Leonard, serve as counsel to the Debtors. Logan & Company, Inc. is the claims and notice agent. ABITIBIBOWATER INC: Court Grants Cahaba's Summary Judgment Bid -------------------------------------------------------------- The case CAHABA FORESTS, LLC v. HAY is before the U.S. District Court, Middle District of Alabama, on two motions: (1) a Second Motion for Summary Judgment filed by Plaintiff, Cahaba Forests, LLC and Third-Party Defendants, Hancock Natural Resource Group, Inc., Hancock Timber Resource Group, Inc., Hancock Forest Management, Inc., and John Hancock Timber Resource Corporation, and (2) a Motion for Partial Summary Judgment filed by the Defendants, Doris East Ragsdale, Lynda Marie East Rice Woodall, Jimmy Ray East, Jennings Felix East, Jr., Donald L. Rush, Michael D. Twilley, Janice Twilley Bryan, W. David Twilley, Carol Ann Twilley Dewberry, James Floyd Caldwell, Josephine V. Caldwell, Willie E. Caldwell, Betty Ann Hanson, Pamela Twilley Wellborn, and Amelia D. Twilley. Cahaba filed a Complaint for Declaratory Judgment on June 2, 2011, asserting jurisdiction based on diversity of citizenship, federal question, and supplemental jurisdiction. The Twilleys filed an Answer, Counterclaim and Third-Party Complaint and an Amended Counter-Claim and Third-Party Complaint. The parties filed their first round of cross Motions for Summary Judgment, which the court considered only to the extent that the motions addressed the issue of whether Bowater Alabama LLC's rejection in bankruptcy of the Sublease and the Master Lease with the Twilleys operated to terminate Cahaba's possessory rights in the property, and whether Cahaba had standing to bring its suit. On February 6, 2012, the court issued a Memorandum Opinion and Order, which stated the court's findings that Cahaba had standing to bring its suit and that Bowater's deemed rejection operated as a breach of the Master Lease, but did not automatically terminate it. The court found that the bankruptcy clause in the Master Lease gave the Twilley family the right to terminate the lease in the event of Bowater's filing for bankruptcy; however, the court left open the questions of whether the Twilleys had expressly terminated the lease and whether any actions by the Twilleys operated as a termination or a waiver of the right to terminate. On November 5, 2012, the parties filed their second summary judgment motions addressing these issues, and on January 22, 2013, the court heard oral argument on the motions. Cahaba and Hancock move for summary judgment on Cahaba's Complaint and on the Twilleys' Counter-Claims and Third-Party Claims. The Twilleys move for summary judgment on Cahaba's Complaint. On February 28, 2013, Senior District Judge W. Harold Albritton ruled that Cahaba's and Hancock's Second Motion for Summary Judgment is granted as to Cahaba's Complaint for Declaratory Judgment. The Court declared that: a. The Sublease of Cahaba Forests, Inc. is valid, enforceable, and in full force and effect, and Cahaba is bound by all obligations thereunder and under the Master Lease, and the Twilley family Defendants are entitled to receive the lease payments specified therein until and unless the Master Lease and the Sublease expire by their terms or are lawfully terminated by all 17 Twilley Defendants or all those who may succeed them in interest. b. The leasehold and timber rights in the land described in the Sublease are vested in Cahaba Forests, Inc. alone, and the Defendants have no estate, right, title or interest in the leasehold and timber rights unless and until the Master Lease and Sublease are lawfully terminated or expire by their terms. The Court denied the Twilleys' Motion for Partial Summary Judgment. Judge Albritton held that Cahaba's and Hancock's Second Motion for Summary Judgment is granted as to all Counter-Claims and Third- Party Claims of the Twilleys, and those claims are dismissed with prejudice. A separate judgment will be entered in favor of Cahaba and Hancock and against the Defendants, Judge Albritton said. Costs are taxed against all Defendants except Mary George East Hay and Nancy R. Scott. The case before Judge Albritton is captioned CAHABA FORESTS, LLC, Plaintiff, v. MARY GEORGE EAST HAY, DORIS EAST RAGSDALE, LYNDA MARIE EAST RICE WOODALL, JIMMY RAY EAST, JENNINGS FELIX EAST, JR., DONALD L. RUSH (a/k/a DONALD LEE RUSH), NANCY R. SCOTT (a/k/a NANCY D. RUSH, NANCY RUSH SCOTT), MICHAEL D. TWILLEY, JANICE TWILLEY BRYAN, W. DAVID TWILLEY, CAROL ANN TWILLEY DEWBERRY, JAMES FLOYD CALDWELL, JOSEPHINE V. CALDWELL (a/k/a JOSEPHINE CALDWELL DAVIS), WILLIE E. CALDWELL, BETTY ANN HANSEN (a/k/a BETTY A. DRIVERE), PAMELA TWILLEY WELLBORN, and AMELIA D. TWILLEY (a/k/a AMELIA DAWN TWILLEY, AMELIA VOLTZ, AMELIA TWILLEY PASCHAL), Defendants, v. HANCOCK NATURAL RESOURCE GROUP, INC., HANCOCK TIMBER RESOURCE GROUP, INC., HANCOCK FOREST MANAGEMENT, INC., and JOHN HANCOCK TIMBER RESOURCE CORPORATION, Third-Party Defendants, Civil Action No. 3:11-cv-423-WHA, (M.D. Ala.) A copy of the District Court's February 28, 2013 Memorandum Opinion and Order is available at http://is.gd/Al1Np8from Leagle.com. About AbitibiBowater Inc. Bowater Alabama LLC's parent company, AbitibiBowater Inc. -- http://www.abitibibowater.com/-- owns or operates 18 pulp and paper mills and 24 wood products facilities located in the United States, Canada and South Korea. Marketing its products in more than 70 countries, AbitibiBowater is also among the largest recyclers of old newspapers and magazines in North America, and has third-party certified 100% of its managed woodlands to sustainable forest management standards. AbitibiBowater's shares trade under the stock symbol ABH on both the New York Stock Exchange and the Toronto Stock Exchange. The Company and several of its affiliates, including Bowater Alabama, filed for protection under Chapter 11 of the U.S. Bankruptcy Code on April 16, 2009 (Bankr. D. Del. Lead Case No. 09-11296). The Company and its Canadian affiliates commenced parallel restructuring proceedings under the Companies' Creditors Arrangement Act before the Quebec Superior Court Commercial Division the next day. Alex F. Morrison at Ernst & Young, Inc., was appointed CCAA monitor. Paul, Weiss, Rifkind, Wharton & Garrison LLP, served as the Debtors' U.S. bankruptcy counsel. Stikeman Elliot LLP, acted as the Debtors' CCAA counsel. Young, Conaway, Stargatt & Taylor, in Wilmington, Delaware, served as the Debtors' co-counsel, while Troutman Sanders LLP in New York, served as the Debtors' conflicts counsel in the Chapter 11 proceedings. The Debtors' financial advisors were Advisory Services LP, and their noticing and claims agent was Epiq Bankruptcy Solutions LLC. The CCAA Monitor's counsel was Thornton, Grout & Finnigan LLP, in Toronto, Ontario. Luc A. Despins, Esq., at Paul, Hastings, Janofsky & Walker LLP, in New York, served as counsel to the Official Committee of Unsecured Creditors. Jamie L. Edmonson, Esq., GianClaudio Finizio, Esq., and Daniel A. O'Brien, Esq., at Bayard, P.A., in Wilmington, Delaware, served as local counsel to the Creditors Committee. Abitibi-Consolidated Inc. and various Canadian subsidiaries filed for protection under Chapter 15 of the U.S. Bankruptcy Code on April 17, 2009 (Bankr. D. Del. 09-11348). Pauline K. Morgan, Esq., and Sean T. Greecher, Esq., at Young, Conaway, Stargatt & Taylor, in Wilmington, represented the Chapter 15 Debtors. U.S. Bankruptcy Judge Kevin Carey handled the Chapter 11 cases of AbitibiBowater Inc. and its U.S. affiliates and the Chapter 15 case of ACI, et al. The U.S. Bankruptcy Court issued an opinion confirming AbitibiBowater's chapter 11 plan of reorganization on Nov. 22, 2010. The Debtors also obtained approval of their reorganization plan under the Canadian Companies' Creditors Arrangement Act. AbitibiBowater emerged from bankruptcy on Dec. 9, 2010. ABSOLUTE LIFE: Memorialized Understandings with Infinity Advanced ----------------------------------------------------------------- Absolute Life Solutions, Inc., memorialized its understandings regarding prior and future activities with Infinity Advanced Technologies LTD, a company organized under the laws of the State of Israel, which is developing applications for the Company's augmented reality activities. About Absolute Life New York, N.Y.-based Absolute Life Solutions, Inc., is a specialty financial services company engaged in the business of purchasing life settlement contracts for long-term investment purposes. Marcum LLP, in New York, N.Y., expressed substantial doubt about Absolute Life's ability to continue as a going concern following the Company's results for the fiscal year ended Aug. 31, 2011. The independent auditors noted that the Company that the continued existence of the Company is dependent upon its ability to generate profit from its life settlement investments and to meet its obligations as they become due. "The demand for and selling prices of the Company's products, may not be sufficient to meet cash flow expectations. These conditions raise substantial doubt about the Company's ability to continue as a going concern." The Company's balance sheet at Nov. 30, 2012, showed $10.4 million in total assets, $10.6 million in total liabilities and a $125,000 total stockholders' deficit. ACADIA HEALTHCARE: Moody's Rates $150MM Sr. Unsecured Notes 'B3' ---------------------------------------------------------------- Moody's Investors Service assigned a B3 (LGD 5, 83%) rating to Acadia Healthcare Company, Inc.'s proposed offering of $150 million of senior unsecured notes due 2021. Moody's understands that the proceeds of the offering will be used for general corporate purposes and could be used for future acquisitions. Moody's also affirmed Acadia's existing ratings, including its B1 Corporate Family Rating and B1-PD Probability of Default Rating. The rating outlook is stable. Following is a summary of Moody's rating actions. Rating assigned: Senior unsecured notes due 2021, B3 (LGD 5, 83%) Ratings affirmed/LGD assessments revised: Corporate Family Rating, B1 Probability of Default Rating, B1-PD 12.875% senior notes due 2018, to B3 (LGD 5, 83%) from (LGD 5, 87%) Speculative Grade Liquidity Rating, SGL-2 Ratings Rationale: Acadia's B1 Corporate Family Rating reflects Moody's expectation of continued EBITDA and cash flow growth as the company integrates facilities added in recent acquisitions. Moody's expects that the company will continue to add scale and geographic diversity through an active acquisition program. Moody's also anticipates that the company will continue to fund growth through a combination of debt, equity and available cash in order to limit the negative impact on credit metrics. However, the rating also incorporates Moody's belief that there is risk associated with the company's aggressive acquisition strategy. Despite recent acquisitions, scale remains modest when compared to other single B rated corporate issuers in the healthcare sector. Finally, a significant reliance on revenue from Medicaid patients could pressure reimbursement as states continue to deal with budgetary concerns and look for ways to cut spending. If the company can sustainably reduce leverage below 4.0 times through debt repayment or growth in EBITDA while balancing expansion opportunities and acquisitions, Moody's could upgrade the ratings. If debt to EBITDA was expected to be sustained above 5.0 times, either because of a more aggressive pursuit of growth, challenges in the integration of facilities, adverse reimbursement developments, or shareholder initiatives, Moody's could downgrade the ratings. The principal methodology used in this rating was the Global Healthcare Service Providers 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. Acadia is a provider of inpatient behavioral health care services providing psychiatric and chemical dependency services to its patients in a variety of settings, including inpatient psychiatric hospitals, residential treatment centers, outpatient clinics and therapeutic school-based programs. Pro forma for recently completed acquisitions, the company would have recognized revenue of approximately $562 million for the year ended December 30, 2012 after considering the provision for doubtful accounts. ACADIA HEALTHCARE: S&P Affirms 'B' CCR & Rates $150MM Notes 'CCC+' ------------------------------------------------------------------ Standard & Poor's Ratings Services affirmed its 'B' corporate credit rating on Franklin, Tenn,-based Acadia Healthcare Co. Inc. following a series of transactions that increased debt levels to fund its acquisitive growth strategy. The outlook is positive. At the same time, S&P assigned the company's new $150 million unsecured notes due 2021 a 'CCC+' issue-level rating with a recovery rating of '6', indicating its expectation for negligible (0%-10%) recovery of principal in the event of a payment default. S&P also revised its recovery rating on the company's $150 million senior unsecured notes due 2018 to '6' (0%-10% recovery expectation) from '5' (10%-30% recovery expectation). S&P subsequently lowered its issue-level rating on this debt to 'CCC+' from 'B-' and removed the rating from CreditWatch, where it was placed with negative implications on Dec. 5, 2012. S&P revised the recovery rating because of the increase in the company's senior secured credit facility that now includes a $300 million term loan and a $100 million revolver, which S&P do not rate. The company also has $23 million of industrial revenue bonds that S&P do not rate. The ratings on Acadia reflect its "weak" business risk and "aggressive" financial risk profiles. The weak business risk profile incorporates the operating and integration challenges Acadia faces due to its rapidly expanding business and its exposure to uncertain third-party reimbursement. The aggressive financial risk profile reflects our expectation that acquisition- related debt will likely keep leverage between 4x and 5x over the next year. Acadia acquires and develops in-patient behavioral health care facilities that include acute in-patient psychiatric facilities, residential treatment care, and other behavioral health care operations. "We expect Acadia to remain extremely acquisitive," said Standard & Poor's credit analyst Tahira Wright. Under new management, the company acquired Youth and Family Centered Services (YFCS) and Pioneer Behavioral Health in a debt- financed transaction in 2011. The acquisition more than doubled the company's revenue and earnings base, and raised its facility bed count to 2,000 beds from 426. Early 2013 and 2012 acquisitions added 1,143 beds, for a total of 3,400. S&P expects 2012 and early 2013 acquisitions will contribute about $288 million in annual revenues and EBITDA of about $60 million, excluding any margin and bed expansion opportunities. ACCENTIA BIOPHARMACEUTICALS: Incurs $7.4MM Loss in Dec. 31 Qtr. --------------------------------------------------------------- Accentia Biopharmaceuticals, Inc., filed with the U.S. Securities and Exchange Commission its quarterly report on Form 10-Q disclosing a net loss attributable to common shareholders of $7.37 million on $549,009 of total net sales for the three months ended Dec. 31, 2012, as compared with net income attributable to common shareholders of $1.23 million on $1.23 million of total net sales for the same period during the prior year. The Company's balance sheet at Dec. 31, 2012, showed $2.81 million in total assets, $89.21 million in total liabilities, and a $86.39 million total stockholders' deficit. "If, as or when required, the Company is unable to repay, refinance or restructure its indebtedness under the Company's secured or unsecured debt instruments, or amend the covenants contained therein, the lenders and/or holders under such secured or unsecured debt instruments could elect to terminate their commitments thereunder, cease making further loans and institute foreclosure proceedings or other actions against the Company's assets. Under such circumstances, the Company could be forced into bankruptcy or liquidation. In addition, any event of default or declaration of acceleration under one of the Company's debt instruments could also result in an event of default under one or more of the Company's other debt instruments. The Company may have to seek protection under the U.S. Bankruptcy Code from the Matured Obligations, the Biovest Matured Obligations, and/or its other debt instruments. This would have a material adverse impact on the Company's liquidity, financial position and results of operations." A copy of the Form 10-Q is available for free at: http://is.gd/Hc247t About Accentia Biopharmaceuticals Headquartered in Tampa, Florida, Accentia Biopharmaceuticals, Inc. (PINK: "ABPI") -- http://www.Accentia.net/-- is a biotechnology company that is developing Revimmune as a system of care for the treatment of autoimmune diseases. Through subsidiary, Biovest International, Inc., it is developing BiovaxID as a therapeutic cancer vaccine for treatment of follicular non-Hodgkin's lymphoma (FL) and mantle cell lymphoma (MCL). Through subsidiary, Analytica International, Inc., it conducts a health economics research and consulting business, which it market to the pharmaceutical and biotechnology industries, using its operating cash flow to support its corporate administration and product development activities. Accentia BioPharmaceuticals and nine affiliates filed for Chapter 11 protection (Bankr. M.D. Fla. Lead Case No. 08-17795) on Nov. 10, 2008. Accentia emerged from bankruptcy on Nov. 17, 2012, after receiving confirmation of a reorganization plan on Nov. 2, 2010. The Company incurred a net loss of $9.18 million for the year ended Sept. 30, 2012, compared with a net loss of $15.65 million during the prior year. ADAM AIRCRAFT: Dist. Court Rules on Chapter 7 Trustee's Appeal -------------------------------------------------------------- Jeffrey A. Weinman, the Chapter 7 trustee of Adam Aircraft Industries, Inc., took an appeal from the Bankruptcy Court's final orders entered on March 23, 2012 and May 30, 2012, in adversary proceeding No. 09-1481. The City of Pueblo and George F. Adam, Jr. jointly oppose the Trustee's appeal. Additionally, Pueblo and Mr. Adam filed a Cross-Appeal of the Bankruptcy Court's final orders. Judge Christine M. Arguello of the U.S. District Court for the District of Colorado affirmed, in part, and reversed, in part, the Orders and Judgments of the Bankruptcy Court. Pursuant to the Bankruptcy Court's final orders, the Bankruptcy Court determined that the value of the Pueblo Collateral was $898,560.15. The District Court affirmed this ruling. The Bankruptcy Court also held that the Trustee is entitled to a surcharge of $161,740.83 against the Pueblo Collateral. The District Court reversed this ruling. Judge Arguello remanded the matter to the Bankruptcy Court to calculate the surcharge award, if any. The case before the District Court is JEFFREY A. WEINMAN, as Chapter 7 Trustee, Appellant, v. CITY OF PUEBLO, Colorado, et al., Appellee, Civil Action No. 12-cv-01573-CMA. A copy of the District Court's February 28, 2013 Order is available at http://is.gd/q1Q6HZfrom Leagle.com. About Adam Aircraft Denver, Colorado-based Adam Aircraft Inc., aka Adam Aircraft Industries -- http://www.adamaircraft.com/-- designs and manufactures advanced aircraft for civil and government markets. The A500 twin-engine piston aircraft has been Type Certified by the FAA, and the A700, which is currently undergoing flight test and development. The Debtor filed for Chapter 7 bankruptcy (Bankr. D. Colo. Case No. 08-11751) on Feb. 15, 2008, after failing to secure fresh financing. The Debtor laid off 800 workers when it sought bankruptcy protection. The Debtor estimated its had less than $10 million in assets and more than $50 million in debts at the time of the filing. Jeffrey A. Weinman serves as the Chapter 7 Trustee. AFFINITY GAMING: Z Capital Pulls Offer, Sues Firm ------------------------------------------------- Patrick Fitzgerald at Daily Bankruptcy Review reports that Z Capital Partners Tuesday sued Affinity Gaming and its directors in a bid to remove a "poison pill" following the failure of the buyout firm's $14-per-share takeover bid for the Las Vegas-based casino operator formerly known as Herbst Gaming. About Affinity Gaming Formerly known as Herbst Gaming, Affinity Gaming is a diversified casino gaming company headquartered in Las Vegas, Nevada. The company's casino operations consist of 12 casinos in four states, six of which are located in Nevada, three in Colorado, two in Missouri and one in Iowa. Additionally, Affinity Gaming provides consulting services under an agreement to support the operations of the Rampart Casino at the J.W. Marriott Resort in Las Vegas. Herbst Gaming filed for Chapter 11 protection (Bankr. D. Nev. Lead Case No. 09-50752) on March 22, 2009. Thomas H. Fell, Esq., and Gerald M. Gordon, Esq., at Gordon Silver, represented the Debtors in their restructuring effort. The Bankruptcy Court issued an order on Jan. 22, 2010, confirming the company's amended joint plan of reorganization. The plan became effective Feb. 5, 2010. Herbst Gaming, the reorganized entity, changed its name to Affinity Gaming LLC in May 2011. * * * Affinity Gaming's carries a B1 corporate family rating and stable rating outlook from Moody's. AHERN RENTALS: Parties Spar Over Rival Plan Disclosures ------------------------------------------------------- Parties-in-interest are sparring over the disclosure statements explaining the rival plans of reorganization proposed in the Chapter 11 case of Ahern Rentals, Inc., in light of the impending hearing on the approval of the disclosure statement, which is set for March 8, 2013, at 10:00 a.m., before the U.S. Bankruptcy Court for the District of Nevada. Two Plans are competing for Court approval. One Plan is proposed by certain holders of the 9-1/4% senior secured lien notes due 2013, while the other Plan is proposed by the Debtor. Under the Debtor's first amended Plan, all classes of claims, except for convenience claims, will recover 100% of their allowed claim amount. Convenience Claims will receive cash in an amount equal to 85% of the holder's allowed unsecured claim. Holders of equity interests will also receive 100% recovery. The Debtor maintains that its Plan provide better recoveries to creditors. The Debtor also asserts that the Noteholder Plan may result in a complete change in management and, thus, is subject to greater execution risk, and is not confirmable because, among other things, it improperly classifies claims, rests on artificially low valuation and has other technical flaws. A full-text copy of the Disclosure Statement explaining the Debtor's First Amended Plan, dated Feb. 25, 2013, is available for free at: http://bankrupt.com/misc/AHERNds1.pdf The Official Committee of Unsecured Creditors also object to the Disclosure Statement explaining the Noteholders' Plan because it lacked adequate information on certain matters, including the definition of "personal injury claims," the estimated amount of PI Claims, the estimated amount of general unsecured claims, and the timing of payments. Don F. Ahern, DFA, LLC, and Xtreme Manufacturing, LLC, also object to the same Disclosure Statement complaining that it lacks details about the Noteholders' proposed exit financing and their proposed $15 million in warrants. About Ahern Rentals Founded in 1953 with one location in Las Vegas, Nevada, Ahern Rentals Inc. -- http://www.ahern.com/-- now offers rental equipment to customers through its 74 locations in Arizona, Arkansas, California, Colorado, Georgia, Kansas, Maryland, Nebraska, Nevada, New Jersey, New Mexico, North Carolina, North Dakota, Oklahoma, Oregon, Pennsylvania, South Carolina, Tennessee, Texas, Utah, Virginia and Washington. Ahern Rentals filed a voluntary Chapter 11 petition (Bankr. D. Nev. Case No. 11-53860) on Dec. 22, 2011, after failing to obtain an extension of the Aug. 21, 2011 maturity of its revolving credit facility. In its schedules, the Debtor disclosed $485.8 million in assets and $649.9 million in liabilities. Judge Bruce T. Beesley presides over the case. Lawyers at Gordon Silver serve as the Debtor's counsel. The Debtor's financial advisors are Oppenheimer & Co. and The Seaport Group. Kurtzman Carson Consultants LLC serves as claims and notice agent. The Official Committee of Unsecured Creditors has tapped Covington & Burling LLP as counsel, Downey Brand LLP as local counsel, and FTI Consulting as financial advisor. Counsel to Bank of America, as the DIP Agent and First Lien Agent, are Albert M. Fenster, Esq., and Marc D. Rosenberg, Esq., at Kaye Scholer LLP, and Robert R. Kinas, Esq., at Snell & Wilmer. Attorneys for the Majority Term Lenders are Paul Aronzon, Esq., and Robert Jay Moore, Esq., at Milbank, Tweed, Hadley & McCloy LLP. Counsel for the Majority Second Lienholder are Paul V. Shalhoub, Esq., Joseph G. Minias, Esq., and Ana M. Alfonso, Esq., at Willkie Farr & Gallagher LLP. Attorney for GE Capital is James E. Van Horn, Esq., at McGuirewoods LLP. Wells Fargo Bank is represented by Andrew M. Kramer, Esq., at Otterbourg, Steindler, Houston & Rosen, P.C. Allan S. Brilliant, Esq., and Glenn E. Siegel, Esq., at Dechert LLP argue for certain revolving lenders. Attorneys for U.S. Bank National Association, as successor to Wells Fargo Bank, as collateral agent and trustee for the benefit of holders of the 9-1/4% Senior Secured Notes Due 2013 under the Indenture dated Aug. 18, 2005, is Kyle Mathews, Esq., at Sheppard, Mullin, Richter & Hampton LLP and Timothy Lukas, Esq., at Holland & Hart. AHERN RENTALS: Replaces CRG Partners with Deloitte -------------------------------------------------- Ahern Rentals, Inc., seeks authority from the U.S. Bankruptcy Court for the District of Nevada to employ Deloitte Financial Advisory Services LLP, in lieu of CRG Partners Group LLP, as their financial and restructuring advisor and as their interest rate expert, nunc pro tunc to April 27, 2012. The Debtor previously engaged CRG as its financial and restructuring advisor pursuant to an engagement agreement dated December 12, 2011. Thereafter, substantially all of CRG's assets, including CRG's interests in certain of CRG's bankruptcy and reorganization consulting engagement letters, inclusive of the CRG Engagement Agreement, were acquired by Deloitte FAS on April 27, 2012. Given the acquisition, the Debtor desires to employ Deloitte FAS as a financial and restructuring advisor to replace CRG. The Debtor also desires to expand the scope of Deloitte FAS's employment to include interest rate expert services. For the period prior to April 27, 2012, CRG filed appropriate fee statements as required by the Court with respect to the fees and expenses incurred by CRG and received approval and payment. No fees or expenses were incurred subsequent to April 27, 2012, the Debtor said. Deloitte FAS will be paid hourly rates currently ranging from $325 to $675, and will be reimbursed of any necessary out-of-pocket expenses. Deloitte FAS assures the Court that it 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 or their estates. About Ahern Rentals Founded in 1953 with one location in Las Vegas, Nevada, Ahern Rentals Inc. -- http://www.ahern.com/-- now offers rental equipment to customers through its 74 locations in Arizona, Arkansas, California, Colorado, Georgia, Kansas, Maryland, Nebraska, Nevada, New Jersey, New Mexico, North Carolina, North Dakota, Oklahoma, Oregon, Pennsylvania, South Carolina, Tennessee, Texas, Utah, Virginia and Washington. Ahern Rentals filed a voluntary Chapter 11 petition (Bankr. D. Nev. Case No. 11-53860) on Dec. 22, 2011, after failing to obtain an extension of the Aug. 21, 2011 maturity of its revolving credit facility. In its schedules, the Debtor disclosed $485.8 million in assets and $649.9 million in liabilities. Judge Bruce T. Beesley presides over the case. Lawyers at Gordon Silver serve as the Debtor's counsel. The Debtor's financial advisors are Oppenheimer & Co. and The Seaport Group. Kurtzman Carson Consultants LLC serves as claims and notice agent. The Official Committee of Unsecured Creditors has tapped Covington & Burling LLP as counsel, Downey Brand LLP as local counsel, and FTI Consulting as financial advisor. Counsel to Bank of America, as the DIP Agent and First Lien Agent, are Albert M. Fenster, Esq., and Marc D. Rosenberg, Esq., at Kaye Scholer LLP, and Robert R. Kinas, Esq., at Snell & Wilmer. Attorneys for the Majority Term Lenders are Paul Aronzon, Esq., and Robert Jay Moore, Esq., at Milbank, Tweed, Hadley & McCloy LLP. Counsel for the Majority Second Lienholder are Paul V. Shalhoub, Esq., Joseph G. Minias, Esq., and Ana M. Alfonso, Esq., at Willkie Farr & Gallagher LLP. Attorney for GE Capital is James E. Van Horn, Esq., at McGuirewoods LLP. Wells Fargo Bank is represented by Andrew M. Kramer, Esq., at Otterbourg, Steindler, Houston & Rosen, P.C. Allan S. Brilliant, Esq., and Glenn E. Siegel, Esq., at Dechert LLP argue for certain revolving lenders. Attorneys for U.S. Bank National Association, as successor to Wells Fargo Bank, as collateral agent and trustee for the benefit of holders of the 9-1/4% Senior Secured Notes Due 2013 under the Indenture dated Aug. 18, 2005, is Kyle Mathews, Esq., at Sheppard, Mullin, Richter & Hampton LLP and Timothy Lukas, Esq., at Holland & Hart. ALABAMA AIRCRAFT: 3rd Circuit Nixes Boeing's Appeal of Sale ----------------------------------------------------------- Lance Duroni of BankruptcyLaw360 reported that the Third Circuit on Tuesday shot down Boeing Co.'s appeal of a bankruptcy sale that divided the potential winnings from a contract suit against the aerospace giant between debtor Alabama Aircraft Industries Inc. and the company that purchased its assets. The report related that in a short, nonprecedential opinion, the appeals court found that Boeing's effort to unwind the parts of the deal concerning the litigation "would inevitably undermine the validity of the sale." The appeal stems from a Delaware bankruptcy judge's 2011 approval of a Kaiser Group Holdings Inc. unit's purchase of the assets. About Alabama Aircraft Birmingham, Alabama-based Alabama Aircraft Industries Inc. -- http://www.alabamaaircraft.com/-- provided aircraft maintenance and modification services for the U.S. government and military customers. Its 190-acre facility, as well as its corporate office, is located at the Birmingham International Airport. Alabama Aircraft filed for Chapter 11 bankruptcy protection (Bankr. D. Del. Case No. 11-10452) on Feb. 15, 2011. Two subsidiaries also filed: Alabama Aircraft Industries, Inc.- Birmingham (Case No. 11-10453) and Pemco Aircraft Engineering Services, Inc. (Case No. 11-10454). The Company said the primary goal of the Chapter 11 filing is to address long-term indebtedness and, in particular, long-term pension obligations. The Company owed $68.5 million the Pension Benefit Guaranty Corp. prepetition. Joel A. Waite, Esq., and Kenneth J. Enos, Esq., at Young, Conaway, Stargatt & Taylor, in Wilmington, Delaware, served as counsel to the Debtors. Alabama Aircraft estimated assets and debts of $1 million to $10 million as of the Chapter 11 filing. The Debtor won Court authority at the end of August 2011 to sell its assets to a unit of Kaiser Group Holdings Inc. for $500,000 and up to $30 million in recoveries from potential litigation. The Chapter 11 case was later converted to liquidation under Chapter 7. ALLIED SYSTEMS: Court Approves $2-Mil. Increase in DIP Financing ---------------------------------------------------------------- The U.S. Bankruptcy Court for the District of Delaware approved a stipulation signed by Allied Systems Holdings, Inc., et al., with the Official Committee of Unsecured Creditors, and Yucaipa American Alliance Fund II, LLC, as agent and Yucaipa Leveraged Finance, LLC and CB Investments, LLC as DIP lenders that, among other things, increased the DIP financing available to the Debtors by $2 million. The stipulation, as revised, provided for, among other things: 1. The challenge period termination date was extended with respect to all applicable challenge actions brought by the Creditors Committee to Feb. 4, 2013; 2. Yucaipa consents to the standing of the Committee to bring a challenge action or affirmative claim on behalf of the Debtors' estates. 3. Yucaipa agrees to increase the amount of postpetition delayed draw term loans available to the Debtors under the DIP Financing agreement and the DIP Order from $20,000,000 to $22,000,000. A copy of the stipulation is available for free at http://bankrupt.com/misc/ALLIEDSYSTEMS_dipfinancing_order.pdf Creditors who signed the involuntary Chapter 11 petition opposed the stipulation, saying that it is in contravention of the Court's directive and provides no benefit to the Debtors or their estates. The Creditors Committee disagreed, saying that stipulation provides "clear and obvious benefits" to the Debtors and their creditors. The creditors group said that through the stipulation, the Committee has secured the important advantage of additional DIP financing that results in the security of increased and appropriate liquidity for the Debtors in the coming months. 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 Sidle ALLY FINANCIAL: Files Form 10-K, Posts $1.2BB Net Income in 2012 ---------------------------------------------------------------- Ally Financial Inc. filed with the U.S. Securities and Exchange Commission its annual report on Form 10-K disclosing net income of $1.19 billion on $7.46 billion of total financing revenue and other interest income for the year ended Dec. 31, 2012, as compared with a net loss of $157 million on $7.06 billion of total financing revenue and other interest income during the prior year. The Company's balance sheet at Dec. 31, 2012, showed $182.34 billion in total assets, $162.44 billion in total liabilities, and $19.89 billion in total equity. A copy of the Form 10-K is available for free at: http://is.gd/jzLzg4 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%. * * * As reported by the TCR on Feb. 27, 2013, Moody's Investors Service confirmed the B1 corporate family and senior unsecured ratings of Ally Financial, Inc. and supported subsidiaries and assigned a positive rating outlook. 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. In the Feb. 13, 2013, edition of the TCR, Fitch Ratings has maintained the Rating Watch Negative on Ally Financial Inc. including the Long-term IDR 'BB-'. 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. AMBAC FINANCIAL: Seeks to Block Board Member Accused of Cronyism ---------------------------------------------------------------- Juan Carlos Rodriguez of BankruptcyLaw360 reported that bond insurer Ambac Financial Group Inc. on Monday asked a New York bankruptcy judge to bar investment strategist Charles Lemonides from joining the company's board of directors, alleging he pushed for an unqualified friend to become the company's chief investment officer. The report related that under Ambac's reorganization plan, approved in March 2012, a new board of directors was proposed that included Lemonides. Ambac alleges Lemonides began a campaign to install an unnamed friend as CIO when the company exits Chapter 11, the report further related. About Ambac Financial Ambac Financial Group, Inc., headquartered in New York City, is a holding company whose affiliates provided financial guarantees and financial services to clients in both the public and private sectors around the world. Ambac Financial filed a voluntary petition for relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Case No. 10-15973) in Manhattan on Nov. 8, 2010. Ambac said it will continue to operate in the ordinary course of business as "debtor- in-possession" under the jurisdiction of the Bankruptcy Court and in accordance with the applicable provisions of the Bankruptcy Code and the orders of the Bankruptcy Court. Ambac's bond insurance unit, Ambac Assurance Corp., did not file for bankruptcy. AAC is being restructured by state regulators in Wisconsin. AAC is domiciled in Wisconsin and regulated by the Office of the Commissioner of Insurance of the State of Wisconsin. The parent company is not regulated by the OCI. Ambac's consolidated balance sheet -- which includes non-debtor Ambac Assurance Corp -- showed US$30.05 billion in total assets, US$31.47 billion in total liabilities, and a US$1.42 billion stockholders' deficit, at June 30, 2010. On an unconsolidated basis, Ambac said in a court filing that it has assets of (US$394.5 million) and total liabilities of US$1.6826 billion as of June 30, 2010. Bank of New York Mellon Corp., as trustee to seven different types of notes, is listed as the largest unsecured creditor, with claims totaling about US$1.62 billion. The Blackstone Group LP is the Debtor's financial advisor. Kurtzman Carson Consultants LLC is the claims and notice agent. KPMG LLP is tax consultant to the Debtor. Anthony Princi, Esq., Gary S. Lee, Esq., and Brett H. Miller, Esq., at Morrison & Foerster LLP, in New York, serve as counsel to the Official Committee of Unsecured Creditors. Lazard Freres & Co. LLC is the Committee's financial advisor. Bankruptcy Judge Shelley C. Chapman entered an order confirming the Fifth Amended Plan of Reorganization of Ambac Financial Group, Inc. on March 14, 2012. The Plan provides for the full payment of secured claims and 8.5% to 13.2% recovery for general unsecured claims. Bankruptcy Creditors' Service, Inc., publishes AMBAC BANKRUPTCY NEWS. The newsletter tracks the Chapter 11 proceeding undertaken by Ambac Financial Group and the restructuring proceedings of Ambac Assurance Corp. (http://bankrupt.com/newsstand/or 215/945- 7000). AMBAC FINANCIAL: Plan Modification Approval Sought -------------------------------------------------- BankruptcyData reported that Ambac Financial Group filed with the U.S. Bankruptcy Court a motion for an order (I) approving a modification of the Debtor's confirmed Fifth Amended Plan Of Reorganization, (II) barring Charles Lemonides from serving as a board member of the reorganized Debtor and (III) directing the statutory committee of creditors to appoint a new board nominee. Ambac alleges misconduct of the part Lemonides in connection with the recommendation of one of his personal friends for the position of the Debtor's chief investment officer. About Ambac Financial Ambac Financial Group, Inc., headquartered in New York City, is a holding company whose affiliates provided financial guarantees and financial services to clients in both the public and private sectors around the world. Ambac Financial filed a voluntary petition for relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Case No. 10-15973) in Manhattan on Nov. 8, 2010. Ambac said it will continue to operate in the ordinary course of business as "debtor- in-possession" under the jurisdiction of the Bankruptcy Court and in accordance with the applicable provisions of the Bankruptcy Code and the orders of the Bankruptcy Court. Ambac's bond insurance unit, Ambac Assurance Corp., did not file for bankruptcy. AAC is being restructured by state regulators in Wisconsin. AAC is domiciled in Wisconsin and regulated by the Office of the Commissioner of Insurance of the State of Wisconsin. The parent company is not regulated by the OCI. Ambac's consolidated balance sheet -- which includes non-debtor Ambac Assurance Corp -- showed US$30.05 billion in total assets, US$31.47 billion in total liabilities, and a US$1.42 billion stockholders' deficit, at June 30, 2010. On an unconsolidated basis, Ambac said in a court filing that it has assets of (US$394.5 million) and total liabilities of US$1.6826 billion as of June 30, 2010. Bank of New York Mellon Corp., as trustee to seven different types of notes, is listed as the largest unsecured creditor, with claims totaling about US$1.62 billion. The Blackstone Group LP is the Debtor's financial advisor. Kurtzman Carson Consultants LLC is the claims and notice agent. KPMG LLP is tax consultant to the Debtor. Anthony Princi, Esq., Gary S. Lee, Esq., and Brett H. Miller, Esq., at Morrison & Foerster LLP, in New York, serve as counsel to the Official Committee of Unsecured Creditors. Lazard Freres & Co. LLC is the Committee's financial advisor. Bankruptcy Judge Shelley C. Chapman entered an order confirming the Fifth Amended Plan of Reorganization of Ambac Financial Group, Inc. on March 14, 2012. The Plan provides for the full payment of secured claims and 8.5% to 13.2% recovery for general unsecured claims. Bankruptcy Creditors' Service, Inc., publishes AMBAC BANKRUPTCY NEWS. The newsletter tracks the Chapter 11 proceeding undertaken by Ambac Financial Group and the restructuring proceedings of Ambac Assurance Corp. (http://bankrupt.com/newsstand/or 215/945- 7000). AMERICAN AIRLINES: Weil Charges $2.9MM for January Bankruptcy Work ------------------------------------------------------------------ Jacqueline Palank at Daily Bankruptcy Review reports that attorneys at Weil, Gotshal & Manges LLP are charging AMR Corp. $2.9 million for the month of January, weeks before the parent of American Airlines announced its plans to merge with US Airways Group Inc. About American Airlines AMR Corp. and its subsidiaries including American Airlines, the third largest airline in the United States, filed for bankruptcy protection (Bankr. S.D.N.Y. Lead Case No. 11-15463) in Manhattan on Nov. 29, 2011, after failing to secure cost-cutting labor agreements. AMR, previously the world's largest airline prior to mergers by other airlines, is the last of the so-called U.S. legacy airlines to seek court protection from creditors. 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. AMR and US Airways Group, Inc., on Feb. 14, 2013 announced a definitive merger agreement under which the companies will combine to create a premier global carrier, which will have an implied combined equity value of approximately $11 billion. The deal is subject to clearance by U.S. and foreign regulators and by the bankruptcy judge overseeing AMR's bankruptcy case. 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: Modifying Republic Airways Agreement ------------------------------------------------------- Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that AMR Corp., parent of American Airlines Inc., is modifying the agreement for Republic Airways Holdings Inc. to fly regional jets. The report recounts that in January AMR announced an agreement where Indianapolis-based Republic would fly 53 regional jet aircraft under the American Eagle banner. Unions objected because their members won't operate the aircraft. AMR, according to the report, announced on March 1 that it is modifying the agreement by removing six used jets from the fleet to be operated by Republic. As a result, the agreement now calls for Republic to fly 46 aircraft, all new. The revised agreement, scheduled for approval at a March 12 hearing, will avoid costs of reconfiguring the used aircraft and give AMR more fuel efficiency. The report notes that bondholders failed to post a $100 million appeal bond, thus in theory allowing AMR to proceed with a $1.5 billion aircraft refinancing. Bankruptcy Judge Sean H. Lane would have allowed bondholders to hold up AMR's planned aircraft refinancing had they posted the appeal bond. No bond was filed by the March 1 deadline. AMR intends to take down a new $1.5 billion loan by paying off $1.32 billion in existing aircraft debt and using the aircraft to secure the new loan. Bondholders appealed because Judge Lane ruled in January that the existing loan could be repaid without giving bondholders a so-called make-whole premium that would have been due outside bankruptcy. AMR, the bondholders and Judge Lane all want an expedited appeal directly to the U.S. Court of Appeals in Manhattan. It remains to be seen if AMR can complete the refinancing while the appeal is outstanding, even in the absence of a stay pending appeal. Mr. Rochelle notes that the bondholders have the option of seeking a stay pending appeal from a higher court or betting that AMR will be unable to complete the refinancing given the outstanding appeal. About American Airlines AMR Corp. and its subsidiaries including American Airlines, the third largest airline in the United States, filed for bankruptcy protection (Bankr. S.D.N.Y. Lead Case No. 11-15463) in Manhattan on Nov. 29, 2011, after failing to secure cost-cutting labor agreements. AMR, previously the world's largest airline prior to mergers by other airlines, is the last of the so-called U.S. legacy airlines to seek court protection from creditors. 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. AMR and US Airways Group, Inc., on Feb. 14, 2013 announced a definitive merger agreement under which the companies will combine to create a premier global carrier, which will have an implied combined equity value of approximately $11 billion. The deal is subject to clearance by U.S. and foreign regulators and by the bankruptcy judge overseeing AMR's bankruptcy case. 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: Fitch Assigns 'B' Rating on Class B Certs. ------------------------------------------------------------- Fitch Ratings assigns the following ratings to American Airlines Inc.'s (AA, rated 'D') proposed Pass Through Trusts Series 2013-1: -- $506.7 million Class A certificates (A-tranche) with an expected maturity of July 2025 'BBB+'; -- $156.6 million Class B certificates (B-tranche) with an expected maturity of January 2021 'B'. The final legal maturities are scheduled to be 18 months after the expected maturities. Fitch has also placed both the AA 13-1 Class A and Class B certificates on Rating Watch Positive reflecting Fitch's expectation that both tranches will likely be upgraded once AA exits from Chapter 11 and completes its proposed merger with US Airways (LCC, rated 'B-'; Rating Watch Positive). The proceeds of the certificates will be used to acquire the class A and class B equipment notes (notes), i.e. the aircraft mortgage obligation issued by AA. AA may subsequently offer additional subordinated class C certificates at a future date, as per the transaction documents. TRANSACTION OVERVIEW As part of its reorganization plan, AA intends to finance 13 aircraft through the proposed 2013-1 EETC transaction, making it the first EETC issued while an airline is operating under Chapter 11 court supervision. Accordingly, the new Equipment Notes (and thereby the certificates) will qualify as 'post-petition' secured DIP financing as per the court-approved DIP order, and thereby grant creditors stronger downside protection while AA is still in Chapter 11. These stronger provisions are not incorporated in Fitch's ratings, as they 'fall-away' upon emergence when the contractual terms revert to standard EETC documentation, which forms the basis of Fitch's ratings analysis. The collateral package comprised predominantly of Tier 1 (93% of collateral value) and Tier 2 aircraft, includes the following fleet types, all of which are core to AA's fleet on a standalone basis, and which Fitch expects continue to be when combined with LCC: -- Four Tier 1 777-300ERs (2013 deliveries) representing 73% of initial collateral value; -- Eight Tier 1 737-800s (7 2000 vintage; 1 2001 vintage) representing 20% of initial collateral value; -- One Tier 2 777-200ER (2000 vintage) representing 7% of initial collateral value; PREFUNDING CONSIDERATIONS: AA 13-1 will follow a standard prefunding structure with proceeds from the transaction initially held in escrow with a designated depository, Natixis (rated 'A+/F1+'/Negative) and withdrawn from time to time to acquire Equipment Notes, i.e., the underlying aircraft mortgage obligation issued by AA, as collateral aircraft become available. The aircraft being refinanced (8 737-800s, and 1 777-200ER) are currently unencumbered or pledged to various private loans, and become available when the existing mortgages mature between March - July 2013, while the new aircraft (4 777-300ERs) are available upon delivery scheduled between April - July 2013. Once issued, these Equipment Notes will be the primary assets of the AA 13-1 Pass-through Trusts. POST-PETITION STATUS: Under the proposed AA 2013-1 EETC transaction, AA will re-execute new Equipment Notes (in the form of mortgage) underlying the new certificates to be issued by a newly formed trust while AA is under court supervision. Consequently, the new Equipment Notes (and thereby the certificates) will qualify as 'post-petition' secured DIP financing as per the court-approved DIP order. Creditors in the AA 13-1 EETC will not only continue to hold a first priority claim to the pledged assets but also continue to have their debt-service payments qualify as an 'administrative expense' similar to holders of the existing EETCs that have been affirmed and therefore, also been elevated to an administrative expense status. However, unlike existing or pre-petition EETC holders, creditors in this new, post-petition AA 13-1 EETC have better downside protection during the course of this Chapter 11, as any future event of default (such as a liquidation of AA) on the new notes would permit creditors to exercise remedies (such as enforce security by repossessing/selling collateral) during the bankruptcy period itself without having to wait the customary 60 days that apply under Section 1110. This five day notice window is purportedly shorter than usually seen in standard DIP financing documents and is thus, subject to court approval to ensure protection against future challenges to stay this remedy. It should be noted though that several of these stronger provisions (such as an additional triggers/events of default that apply during duration of the bankruptcy) 'fall-away' upon emergence when the contractual terms revert to that of a standard EETC documentation. STANDARD EETC STRUCTURAL ENHANCEMENTS (UPON EMERGENCE): Once AA emerges from Chapter 11 (expected later this year), Section 1110 and the standard features of the EETC template will govern the certificates. Similar to other recent EETCs, AA 13-1 includes a dedicated liquidity facility provided by Natixis for both Class A and B certificate holders that guarantees three consecutive interest payments over a period of 18 months in a potential default scenario. AA 13-1 also includes the customary cross- collateralization and cross-default features that treat all aircraft as one as one pool of assets and limit AA's ability to cherry-pick assets within a EETC in a future bankruptcy. RATING RATIONALE The ratings for Class B certificates for AA 13-1 reflect exceptions to Fitch's EETC criteria which did not anticipate this type of DIP-type aircraft financing when written, as AA 13-1 marks the first time an airline has launched a EETC while operating under court supervision. Ratings are also constrained by AA's current 'D' designation and do not incorporate the transaction's post-petition status but rather rely on the standard EETC enhancements that govern the certificates upon emergence. Fitch's ratings also do not incorporate AA's standalone credit quality, nor does it reflect the improved credit quality of the carrier after it merges with LCC as planned. A-TRANCHE: The 'BBB+' rating for the senior 'Class A certificates' is assigned per Fitch's EETC methodology which prescribes a 'top- down' analysis for the senior tranche ratings that focuses primarily on the collateral, the structure's ability to withstand severe stresses, and legal (Section 1110) and structural (cross- default and cross-collateralization) with a secondary dependence on the airline issuer default rating (IDR). Although the AA 13-1 A-tranche comfortably passes Fitch's A ratings category stresses (with max stress LTV of 95%), Fitch has assigned 'BBB+' reflecting max stress LTV of 89% based on the general uncertainty typically associated with Chapter 11 reorganization. That said, AA has completed the Section 1110 bankruptcy process which removes most of the uncertainty with regards to the company's fleet planning on standalone basis. AA's pending merger with LCC is not expected to affect the collateral in this transaction, as the 777-300ERs, which represent 73% of collateral value over the next six years and 100% thereafter, are expected to play a vital role in the combined entity's international fleet. Importantly LCC's current fleet does not have any widebodies of this size (LCC is predominantly a domestic carrier) and its first A350-800/900 (a smaller widebody and hence not comparable) does not arrive until 2017. Fitch expects that the AA 13-1 Class A certificates will likely be upgraded upon AA's emergence from Chapter 11, which is the rationale for the Rating Watch Positive. B-TRANCHE: The 'B' rating for the subordinate 'Class B certificates' is assigned by notching up from AA's current IDR designation of 'D' based on the high post-emergence Affirmation Factor, as per Fitch's EETC criteria but also incorporates the strong collateral package and post-emergence structure (as described above) and the initial LTV (72% as per prospectus, 76% as per Fitch estimates). However, the six-notch uplift from the IDR to 'B' also reflects an exception to Fitch's criteria which currently prescribes a maximum of four notches from the airline's IDR, which in this case would be 'CCC'. Fitch believes that a 'B' rating is more appropriate given the inherent credit quality of the Class B certificates based on both the strength of the underlying collateral, AA's better than expected operating profile during Chapter 11, and the fact that the aircraft have been affirmed. The rating on the Class B certificates also does not reflect AA's much improved credit profile once it completes its merger with LCC. The proposed merger, which requires approval of the bankruptcy court (hearing scheduled for March 27) and the Department of Justice, is not expected to close until third quarter 2013. Fitch will monitor the progress as more information becomes available, but the full rating review will focus on the combined capital structure, a more detailed analysis of proposed synergies (equivalent to 2.7% of pro forma combined revenues), and the competitive positioning of the new airline relative to peers. The current terms of the merger suggest a high potential for full recovery for AA unsecured creditors, as holders of existing AA equity interests are expected to receive a 3.5% ownership stake of the combined company. This type of recovery potential is unusual in Chapter 11, and unprecedented in airline restructurings. KEY RATING DRIVERS: AIRCRAFT COLLATERAL The collateral pool initially consists of 13 aircraft, all (except for the 777-200ER) classified as Fitch Tier 1, with a weighted average age of 3.0 years including four new 777-300ERs with expected deliveries from April through July of 2013 and nine vintage aircraft (one 777-200ER and eight 737-800s) that AA currently owns. The vintage aircraft drop out of the collateral pool over the life of the transaction - the lone 777-200ER in 2021 and the 737-800s in 2019 - thereby reducing the average age and improving the overall collateral quality over time. The tail risk of this transaction is supported by the youngest and highest quality aircraft type, i.e. the 777-300ER. 777-300ER (73% of initial collateral pool value): The 777-300ER, classified as solid Tier 1 collateral, is making its debut in a EETC transaction. Launched in 2004 by Air France the 777-300ER has replaced the larger, less efficient 747-200s with much better operating economics. With a single engine type (GE), the 777-300ER is the best-selling widebody aircraft of its size (365 seats in a typical three-cabin configuration) with a global fleet of 360 aircraft operated by 28 carriers around the world. The backlog remains solid with 271 units and with no aircraft currently parked. The average age of the global fleet is only 3.5 years, making it a relatively young fleet type. The 777-300ER currently has no direct competition; Airbus ended the A340 program in 2011, the current A330 variants are smaller with less range, and the pending A350- 1000 is not expected to be launched for another few years (2017 earliest assuming no production delays). At some point later in the decade, the 777-300ER will likely be supplanted by a 777-X, but Boeing has yet to announce such a program. Historically, widebody aircraft values have been more volatile than narrowbody in aviation downturns. This is a concern for the 777-300ER, but it is largely mitigated by the current state of the widebody market in general, which appears to be more favorable than narrowbody aircraft, and the limited supply of the 777-300ER specifically. High transition and freighter conversions cost are also long-term concerns which could pressure residual values. However, Fitch expects demand for this aircraft type, underpinned by lucrative international routes, to remain strong over the next decade supporting secondary market values. Even in a distressed scenario, Fitch expects the 777-300ER values to fare better than other widebody aircraft, as evidenced in its resilience during the credit crisis. Accordingly, Fitch applies the middle of the Tier 1 stress range for the 777-300ERs in this deal. 737-800s (20% of initial collateral pool value): Fitch views the 737-800s as one of the most popular narrowbody aircraft currently in operation and classifies it as top quality Tier 1 aircraft due to its market depth and desirability among 141 global operators. The 737-800s in AA 2013-1 enter the deal at an advanced age (12-13 years) and quickly migrate to Tier 2 starting in 2015. At that point, Fitch's base analysis starts applying faster depreciation rates, while its stress analysis also haircuts the collateral value by higher, Tier 2 stresses until these aircraft drop out of the collateral pool in 2019. 777-200ER (7% of initial collateral pool value): The lone, vintage 777-200ER in this portfolio is initially classified as high quality Tier 2 collateral due to its advanced age as it enters the transaction, and migrates to Tier 3 within four years. Accordingly, Fitch applies the low-end of the stress ranges for the respective tiers which Fitch considers appropriate for this fleet type. Despite longer term concerns of being supplanted by the more economical and longer range 787-9 (initial launch expected in 2014) Fitch believes that demand for the 777-200ER will remain healthy over the next decade supported by second and third users around the globe. Furthermore, as mentioned above, the relative strength of the widebody market in general, and the limited number of 777-200ER (only one aircraft currently stored) available should support secondary market values for this aircraft. COLLATERAL APPRAISAL: Total appraised value for all aircraft in the portfolio is $921 million as per the prospectus (lesser of the average and median values provided by three independent appraisers), which is approximately 6% higher than the values used in Fitch's analysis from an independent third party appraiser not included in the transaction documents. COLLATERAL COVERAGE (LTV - BASE CASE): Fitch estimates the initial LTV at 58.7% for the A-tranche and 76.9% for the B-tranche. Initial LTV's cited are calculated as of the first distribution date after all aircraft have been delivered. Fitch's base LTVs are higher than the prospectus LTVs of 54.8% and 71.7% for the A and B tranches, respectively reflecting its more conservative valuation for the aircraft portfolio. Neither Fitch's base LTV nor the prospectus base values assume any draw on the liquidity facility. Fitch also calculates Base LTVs through the life of the transaction using conservative depreciation assumptions (a blended rate of 5%-7% through the life of the transaction vs. 3%-5% in the offering memorandum) creating a steeper depreciation curve than what is provided in the prospectus. Fitch estimates Base LTV's rise slightly through the first several years of the transaction primarily due to our higher depreciation rates for the vintage 737-800s and the 777-200ER, but are expected to gradually decline after the older aircraft drop out of the transaction starting in 2019. COLLATERAL COVERAGE (LTV - STRESS CASE, RATIONALE FOR A-TRANCHE RATINGS): Fitch's stress case simulates a severe downside scenario which assumes aircraft rejection during a downturn in a potential bankruptcy scenario. Fitch puts the aircraft collateral and structure through different ratings stress scenarios based on Fitch's aircraft Tier classification, and recalculates collateral coverage after applying these stresses to determine the highest rating category where the senior A-tranche LTV does not exceed 100%, as per Fitch's EETC criteria. This downside case reflecting a severe global aviation downturn is what drives Fitch's senior tranche rating methodology. Accordingly, in its stress case, Fitch assumes: -- A full liquidity draw that adds 6.5% LTV as the senior most claim; -- 5% repossession and remarketing costs; -- The application of various stresses (according to aircraft tier classification as described above) to the aircraft collateral to determine the highest rating category where the senior A-tranche LTV does not exceed 100%. Fitch's stress scenario identifies rating for the A-tranche in the 'A' rating category where max LTV is 95%, reflecting the structure's ability to withstand severe stresses (20%-25%) and suggesting par recovery for senior tranche holders with significant headroom. However, since the rating does not incorporate the post-petition status of the underlying equipment notes, but rather the general uncertainty around Chapter 11, Fitch considers 'BBB+' rating to be more appropriate. The max LTV for the A-tranche is 89% for BBB-category stresses in the 15-20% range. THE (POST-EMERGENCE) AFFIRMATION FACTOR The Affirmation Factor, i.e., Fitch's assessment of the likelihood of an airline affirming its aircraft obligations in a potential default, does not currently apply to AA 13-1 as all aircraft in this transaction have not just been affirmed, but the underlying mortgages qualify as post-petition debt. Nonetheless, Fitch's ratings analysis takes into consideration the post-emergence Affirmation Factor, i.e. the likelihood of AA affirming its aircraft obligations in this deal in a potential future bankruptcy scenario, based on the strategic importance of the aircraft in this deal, and structural provisions. Despite the smaller size of the collateral pool (13 aircraft, or equivalent to 2% of AA's standalone fleet) the post-emergence Affirmation Factor of AA 13-1 is considered to be high due to the inclusion of the 777-300ER, AA's new flagship aircraft. The high capacity and long range capabilities of this plane make it ideal to serve slot constrained airports such as Heathrow, JFK, and Tokyo Narita. AA views this aircraft's ability to add incremental capacity into these constrained markets as a key advantage. Furthermore, AA has made significant investments in its 777- 300ERs. Both First and Business Class cabins will feature fully lie-flat seats with aisle access from every seat, and a walk-up bar, the first for an American carrier. The main cabin seating also offers slightly more legroom and features AC and USB power outlets at every seat, with personal in-seat HD entertainment with a wide array of movie, audio and entertainment selections. The 777-300ER also has international Wi-Fi capability, and unique mood lighting to enhance the on-board experience. These features will help distinguish AA's premium and international product offering relative to peers. Notably, AA is the only U.S. carrier to fly the 777-300ER. The 777-300ERs are expected to represent approximately 10% of AA's standalone widebody fleet over the next few years and importantly the only +300 seat aircraft in its widebody line-up. Fitch expects the 777-300ERs to remain core to AA's fleet even when combined with LCC once the proposed merger closes. As a predominantly domestic carrier, LCC's international and widebody fleet is limited and currently does not have an aircraft of this size, and its first A350, which is smaller widebody aircraft, does not arrive until 2017. On a combined basis, Fitch estimates the 777- 300ER will constitute approximately 8% of the combined entity's fleet. The standard cross provisions (which limits AA's ability 'cherry-pick' assets in a future bankruptcy) and low coupons expected for the transaction also strengthens the Affirmation Factor for this deal. Unlike prior mergers which were predicated on significant capacity cuts, the proposed LCC-AMR combination currently does not contemplate any significant downsizing of network capacity. Although Fitch could see some parts of the network restructured overall capacity for the combined entity (and the industry) is not expected to be materially lower, mitigating the risk of major fleet rationalization. However, the combined entity may look to simplify certain fleet types, most likely in the narrow-body side. For example, the inclusion of LCC's A320 fleet may accelerate the retirement of AA's MD-80 fleet which would constitute approximately 18% of the combined narrowbody fleet. RATING SENSITIVITIES: The Rating Watch Positive on the AA 13-1 Class A and Class B certificates reflects Fitch's expectation that both tranches will likely be upgraded once AA exits from Chapter 11 and completes its proposed merger with LCC. Fitch has assigned these ratings: American Airlines Pass Through Trusts 2013-1 -- Series 2013-1 class A certificates 'BBB+'; -- Series 2013-1 class B certificates 'B'. AMPAL-AMERICAN: Clal Insurance Owns 6% Class A Shares at Dec. 31 ---------------------------------------------------------------- In an amended Schedule 13G filing with the U.S. Securities and Exchange Commission, Clal Insurance Enterprises Holdings Ltd. and its affiliates disclosed that, as of Dec. 31, 2012, they beneficially own 170,435 shares of Class A common stock of Ampal-American Israel Corporation representing 6.1% of the shares outstanding. A copy of the filing is available for free at: http://is.gd/MOK8r6 About Ampal-American Ampal-American Israel Corporation -- http://www.ampal.com/-- acquired interests primarily in businesses located in Israel or that are Israel-related. Ampal-American filed a Chapter 11 petition (Bankr. S.D.N.Y. Case No. 12-13689) on Aug. 29, 2012, to restructure the Company's Series A, Series B and Series C debentures. Bankruptcy Judge Stuart M. Bernstein presides over the case. Ampal-American sought bankruptcy protection in the U.S. because bankruptcy laws in Israel would lead to the Company's liquidation. Michelle McMahon, Esq., at Bryan Cave LLP, serves as the Debtor's counsel. Houlihan Lokey serves as investment banker. The petition was signed by Irit Eluz, chief financial officer, senior vice president. The Company scheduled $290,664,095 in total assets and $349,413,858 in total liabilities. A three-member official committee of unsecured creditors is represented by Brown Rudnick as counsel. ATLANTIC COAST: Bhanu Choudhrie Owns 4% Equity Stake at Feb. 13 --------------------------------------------------------------- In a Schedule 13D filing with the U.S. Securities and Exchange Commission, Bhanu Choudhrie and his affiliates disclosed that, as of Feb. 13, 2013, they beneficially own 120,000 shares of common stock of Atlantic Coast Financial Corporation representing 4.56% of the shares outstanding. A copy of the filing is available at: http://is.gd/tCMNsp About Atlantic Coast Jacksonville, Florida-based Atlantic Coast Financial Corporation is the holding company for Atlantic Coast Bank, a federally chartered and insured stock savings bank. It is a community- oriented financial institution serving northeastern Florida and southeastern Georgia markets through 12 locations, with a focus on the Jacksonville metropolitan area. The Company's balance sheet at Sept. 30, 2012, showed $784.8 million in total assets, $741.7 million in total liabilities, and stockholders' equity of $43.1 million. Consent Order With OCC On Aug. 10, 2012, the Company's Board of Directors of the Bank agreed to a Consent order (the Agreement) with its primary regulator, the OCC. Among other things the Agreement provides that by Dec. 31, 2012, the Bank must achieve and maintain total risk based capital of 13.00% of risk weighted assets and Tier 1 capital of 9.00% of adjusted total assets. As a result of entering into the Agreement to achieve and maintain specific capital levels, the Bank's capital classification under the Prompt Corrective Action (PCA) rules has been lowered to adequately capitalized, notwithstanding actual capital levels that otherwise would be deemed well capitalized under such rules. The Bank has satisfied all requirements under the Agreement to date. The Bank applied for and received OCC approval for an extension to Dec. 8, 2012, to file its Strategic Plan and Capital Plan. AVANTAIR INC: Pilots Certify SMART as Representative ---------------------------------------------------- The National Mediation Board conducted an election to determine whether a group of pilots employed by Avantair, Inc., should be represented by the International Association of Sheet Metal, Air, Rail and Transportation Workers ("SMART") for purposes of the Railway Labor Act. Prior to this election, the Pilots were not represented by any labor union, employee association, organization with bargaining rights, or similar organization. Following the election, the Board concluded that a sufficient number of Pilots had voted in favor of certifying SMART as their representative under the RLA and, as such, SMART has been duly designated and authorized to represent the Pilots for purposes of the RLA. 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 Dec. 31, 2012, showed $81.56 million in total assets, $120.25 million in total liabilities, $14.84 million in series A convertible preferred stock, and a $53.53 million total stockholders' deficit. BAKERS FOOTWEAR: Sells Remaining Assets for $2.45 Million --------------------------------------------------------- Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that the intangible assets of a defunct retailer aren't worth a great deal, as Bakers Footwear Group Inc. demonstrated last week. The report recounts that Bakers, unable to reorganize, liquidated store inventory in going-out-of-business sales early this year at the remaining locations. The trustee who was appointed when the case was converted to liquidation in Chapter 7 held an auction last week for the intellectual property and leases. Zigi USA Inc. was authorized last week by the bankruptcy judge in St. Louis to pay $2.45 million for the remaining assets including trademarks, domain names, fixtures and leases for 26 stores. There were no competing bids. Bakers' attempt at Chapter 11 reorganization was converted on Jan. 18 to liquidation in Chapter 7. Bakers ran GOB sales in 150 stores in November. About Bakers Footwear Bakers Footwear Group Inc., a mall-based retailer of shoes for young women, filed for bankruptcy protection (Bankr. E.D. Mo. Case No. 12-49658) in St. Louis on Oct. 3, 2012, disclosing $41.9 million in assets and $59.5 million in liabilities. Bakers operated 215 stores as of the Chapter 11 filing. In November 2012, the U.S. Bankruptcy Court in St. Louis authorized the company to hire a joint venture between SB Capital Group LLC and Tiger Capital Group LLC as agents to conduct closing sales for 150 stores. Bakers' attempt at Chapter 11 reorganization was converted on Jan. 18, 2013, to a liquidation in Chapter 7, where a Chapter 7 trustee was appointed. Brian C. Walsh, Esq., David M. Unseth, Esq., and Laura Uberti Hughes, Esq., at Bryan Cave LLP, serve as the Debtor's counsel. Alliance Management serves as financial and restructuring advisors. Donlin, Recano & Company, Inc., serves as claims agent. The petition was signed by Peter A. Edison, chief executive officer and president. Counsel for Crystal Financial, the DIP Lender, are Donald E. Rothman, Esq., at Riemer & Braunstein LLP; and Lisa Epps Dade, Esq., at Spencer, Fane, Britt & Brown, LLP. Bradford Sandler, Esq., at Pachulski Stang Ziehl & Jones LLP, represents the Official Committee of Unsecured Creditors. BOYD GAMING: S&P Lowers Rating on Senior Notes to 'CCC+' -------------------------------------------------------- Standard & Poor's Ratings Services revised its recovery rating on Las Vegas-based casino operator Boyd Gaming Corp.'s 9% senior notes due 2020 and 9.125% senior notes due 2018 to '6', indicating S&P's expectation for negligible (0% to 10%) recovery for noteholders in the event of a payment default, from '4' (30% to 50% recovery expectation). S&P subsequently lowered its issue- level ratings on this debt to 'CCC+' from 'B'. The recovery rating revision followed the company's announcement that it sold the Echelon site on the Las Vegas Strip to the Genting Group for $350 million in cash. S&P's previous recovery analysis for Boyd included $261 million in collateral value from the Echelon site. The Echelon sale reduced the value available to the company's senior notes sufficiently enough to warrant the lower recovery rating. The sale included both the 87-acre land parcel as well as all improvements to the site. Proceeds of $187 million will be paid to a third party to fulfill Boyd's obligations to LVE Energy Partners LLC, the company with which Boyd had an energy sales agreement for Echelon Resorts LLC. Following this payment and other closing costs, Boyd Gaming expects to receive approximately $157 million in net proceeds from the transaction. S&P expects Boyd to utilize the proceeds from the transaction to repay debt. All other ratings, including the 'B' corporate credit rating, remain unchanged. The corporate credit rating on Boyd reflects S&P's assessment of the company's financial risk profile as "highly leveraged" and its business risk profile as "fair," according to S&P's rating criteria. S&P's corporate credit rating also reflects a consolidated view of the combined Boyd and Peninsula portfolio of properties, despite the fact that different assets secure different pieces of the capital structure. "We believe Peninsula is integral to Boyd's current identity and future strategy, as it operates in the same line of business, and represents a source of cash flow diversification away from Las Vegas, a key focus of the company," said Standard & Poor's credit analyst Melissa Long. Given S&P's perception of the strategic relationships that will exist between these entities and common management following the acquisition, S&P expects management to make decisions regarding operating and financial strategies with a view toward the collective group of companies. S&P believes that if a payment default were to occur at either Boyd or Peninsula, management would most likely consider alternatives regarding the capital structure of the consolidated group, which could include a comprehensive restructuring or a bankruptcy filing. However, in notching S&P's issue-level ratings from the corporate credit rating, it recognizes the distinct financing structures and associated collateral. BROADVIEW NETWORKS: MCG Investment Down to $1 Million ----------------------------------------------------- MCG Capital Corporation on March 5 disclosed that in August 2012, Broadview Networks Holdings, Inc. filed a voluntary pre-packaged chapter 11 plan of reorganization which was approved by the U.S. Bankruptcy Court and became effective in November 2012. Under the plan, Broadview's existing noteholders exchanged their notes for new Broadview common stock representing 97.5% of the common stock of the reorganized company and $150 million in principal amount of new 10 1/2 % senior secured notes due in July 2017, and existing stockholders, including MCG, each received a pro rata share of the remaining 2.5% of the common stock of the reorganized company and two tranches of eight-year warrants with exercise prices set at equity values that imply full recovery for existing noteholders. As of December 31, 2012, MCG's fair value estimate of its investment in Broadview of $1.0 million reflects its reduced ownership resulting from this restructuring and the performance of the company. The disclosure was made in MCG Capital's earnings release for the fourth quarter and year ended December 31, 2012, a copy of which is available for free at http://is.gd/VayPS3 About Broadview Networks Rye Brook, N.Y.-based Broadview Networks Holdings, Inc., is a communications and IT solutions provider to small and medium sized business ("SMB") and large business, or enterprise, customers nationwide, with a historical focus on markets across 10 states throughout the Northeast and Mid-Atlantic United States, including the major metropolitan markets of New York, Boston, Philadelphia, Baltimore and Washington, D.C. Broadview Networks and 27 affiliates on Aug. 22, 2012, sought Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 12-13579) with a plan that will eliminate half of the debt under the Company's existing senior secured notes and lower interest expense by roughly $17 million annually. The Company's restructuring counsel is Willkie Farr & Gallagher LLP and its financial advisor is Evercore Group, L.L.C. Bingham McCutchen LLP is the special regulatory counsel. Kurtzman Carson Consultants is the claims and notice agent. The restructuring counsel for the ad hoc group of noteholders is Dechert LLP and their financial advisor is FTI Consulting. * * * As reported by the TCR on Aug. 27, 2012, Moody's Investors Service downgraded Broadview Networks Holdings, Inc.'s Probability of Default Rating (PDR) to D from Ca following the company's announcement that it had reached an agreement on a comprehensive restructuring plan with the requisite senior secured note holders and preferred stock holders and has filed a voluntary petition for reorganization under Chapter 11 of the U.S. Bankruptcy Code. BROADWAY FINANCIAL: Edward Wedbush Holds 7% Stake at Dec. 31 ------------------------------------------------------------ In a Schedule 13G filing with the U.S. Securities and Exchange Commission, Edward W. Wedbush and his affiliates disclosed that, as of Dec. 31, 2012, they beneficially own 129,332 shares of common stock of Broadway Financial Corporation representing 7% of the shares outstanding. A copy of the filing is available at: http://is.gd/UwKL6g 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. BUENA VISTA PLUMBING: Case Summary & 11 Unsecured Creditors ----------------------------------------------------------- Debtor: Buena Vista Plumbing LLC 918 S. Highway 92 Sierra Vista, AZ 85635-4331 Bankruptcy Case No.: 13-02931 Chapter 11 Petition Date: March 4, 2013 Court: U.S. Bankruptcy Court District of Arizona (Tucson) Judge: Eileen W. Hollowell Debtor's Counsel: Albert H. Hartwell, Jr., Esq. LAW OFFICES OF ALBERT H. HARTWELL, JR. 177 N. Church Avenue, Suite #703 Tucson, AZ 85701 Tel: (520) 884-7250 Fax: (520) 203-0221 E-mail: noticehartwell@gmail.com Estimated Assets: $0 to $50,000 Estimated Debts: $1,000,001 to $10,000,000 A copy of the company's list of its 11 largest unsecured creditors filed with the petition is available for free at: http://bankrupt.com/misc/azb13-02931.pdf The petition was signed by Frank Garcia, member. CANFOR CORPORATION: DBRS Confirms Senior Notes Rating at 'BB' ------------------------------------------------------------- DBRS has confirmed the Issuer Rating and Senior Notes rating of Canfor Corporation (Canfor or the Company) at BB (high), both with Stable trends. The confirmations reflect Canfor's solid credit metrics, which DBRS views as sustainable and likely to improve, driven by improvement in the U.S. housing market, as well as the stabilization of the pulp market. Furthermore, Canfor's above- average business profile and conservative financial profile continue to support its credit ratings. Lumber market conditions have strengthened in 2012, with higher lumber prices driven by a steady improvement in the U.S. housing industry, indicated by annual housing starts of 780,000 units for 2012, a 28% increase from 2011 and the highest number since 2009. As a result, lumber businesses have reported stronger results, which have more than offset weaker pulp results driven by lower pulp prices. Additionally, inventory levels in the lumber industry supply chain are tight; therefore, any increase in demand would have direct positive effects on prices. DBRS expects 2013 lumber results to be better due to expected continuing improvement in the U.S. housing industry. Furthermore, pulp prices have bottomed and have remained stable; DBRS expects pulp results to remain stable at the current level, driven by stabilized Chinese demand, pulp prices and world pulp inventory levels. Therefore, DBRS expects Canfor to generate overall stronger operating results in 2013, driven mainly by stronger lumber results, while pulp results remain stable. DBRS expects the current recovery in the U.S. housing industry to be sustainable, supported by increasing household formation, record-high housing affordability and rising housing prices. Canfor's business profile is above-average compared to industry peers. The Company is one of the largest lumber producers in North America and is also one of the industry's lowest-cost producers. It also has a significant position in pulp, which provides a degree of business diversity. Canfor has been improving the efficiencies of both lumber and pulp operations with sizable capital expenditures, notably the $300 million strategic investment program that started in 2010; as a result, Canfor is well positioned to benefit from the current improvement of the U.S. housing industry. On top of its above-average business profile, Canfor has continued to maintain a conservative financial profile, with adjusted debt leverage (including operating leases as debt) below 26% since 2009. DBRS expects Canfor to continue to maintain a conservative financial profile. However, Canfor could face wild cards, including (1) unexpected slowdown in the recovery of the U.S. housing industry; (2) unexpected and significant rises in sawlog costs; and (3) a stronger Canadian dollar, which could put pressure on Canfor's operating margin. In conclusion, DBRS expects the recovery in the U.S. housing industry to be sustainable going forward. As a result, DBRS expects Canfor's solid credit metrics to continue at current or even stronger levels. However, Canfor's earnings history has been highly volatile in the past, which limits positive rating action at this time. If Canfor can demonstrate earnings stability for an extended period, it may lead to positive rating action. DBRS has simulated a default scenario for Canfor in order to analyze the potential recovery of the Company's senior debt in the event of default. The scenario assumes a prolonged period of severe economic conditions, regardless of how hypothetical or unlikely the conditions may be, in which product demand and prices plummet. Based on the recovery analysis, DBRS believes that holders of the Senior Notes would recover approximately 60% to 80% of the principal; therefore, the recovery rating remains at RR3. CASEY ANTHONY: Appears at Bankruptcy Hearing -------------------------------------------- The Associated Press reported that, appearing in public for the first time since she was acquitted of murder, Casey Anthony revealed that she doesn't have a job or a car, lives with friends and relies on unsolicited gift cards and cash to get by. "I guess you could say I'm living free off the kindness" of others, Anthony said at a bankruptcy hearing in Tampa, AP reported. Anthony, 26, was acquitted of murder in July 2011 in the death of her daughter, Caylee. She was released from jail several days later and disappeared from the spotlight. Anthony filed for Chapter 7 bankruptcy in Tampa, Florida, on Jan. 25, 2013, claiming $1,000 in assets and $792,000 in liabilities, most of those attorney's fees and costs. In February, Bankruptcy Judge K. Rodney May ruled against a motion by Zenaida Gonzalez, who's suing Anthony for defamation, to relocate the case to Orlando. CBRE SERVICES: Moody's Rates $1.7BB Facility & $800MM Notes 'Ba1' ----------------------------------------------------------------- Moody's Investors Service affirmed the Ba1 senior secured bank credit facility rating, the Ba1 senior unsecured rating and the Ba2 senior subordinated rating of CBRE Services, Inc. Moody's also assigned a Ba1 rating to the company's proposed refinancing of its senior bank credit facility and a Ba1 senior unsecured rating to the proposed $800 million senior notes. The rating of the existing senior bank credit facility will be withdrawn upon closing of the new facility. Ratings Rationale: On March 4, 2013, CBRE announced its intention to refinance its existing bank credit facility and to offer up to $800 million of new senior notes. The revolver is expected to be increased to $1 billion from $700 million and the term loans under the facility are expected to be reduced to $715 million from approximately $1.6 billion. The $800 million of proposed senior notes, along with cash on hand, are expected to be used for general corporate purposes, including repayment of a portion of CBRE's outstanding debt. The impact following these transactions will be a permanent reduction of debt. Other benefits include a simplified capital structure, extended maturities and a reduction in interest expense. The stable outlook reflects Moody's expectation that operating performance and cash flow leverage will improve with the recovery in commercial property market fundamentals. Moody's expects net debt to recurring EBITDA to be maintained between 2.0X and 3.0X over the near term. A rating upgrade would be predicated upon a permanent reduction in leverage as defined by net debt to recurring EBITDA below 2.0X (accounting for CBRE's proportionate share of notes payable), fixed charge coverage exceeding 4.5X, with the expectation that it would remain above 4.5X through market cycles, and broader global diversification. A rating downgrade could occur should net debt to recurring EBITDA grow beyond 4.0X and fixed charge coverage fall below 3.0X, both on a sustained basis. Additionally, erosion in market leadership or a large leveraged acquisition would also create downward ratings pressure. The following ratings were affirmed with a stable outlook: CBRE Services, Inc. -- senior secured bank credit facility at Ba1, senior unsecured debt at Ba1, and senior subordinate debt at Ba2 CBRE Limited -- senior secured bank credit facility at Ba1 The followings ratings were assigned with a stable outlook: CBRE Services, Inc. -- $1.7 billion senior secured bank credit facility at Ba1, $800 million senior unsecured debt at Ba1 Moody's last rating with respect to CBRE Services, Inc. was on February 16, 2011 when Moody's affirmed the ratings of CB Richard Ellis Services, Inc. (now CBRE Services, Inc.) following the announcement that the company would acquire the European and Asian operations of ING Real Estate Investment Management (ING REIM) as well as ING REIM's global real estate securities business based in the United States. CBRE Services, Inc.'s ratings were assigned by evaluating factors Moody's believes are relevant to the credit profile of the issuer, such as i) the business risk and competitive position of the company versus others within its industry, ii) the capital structure and financial risk of the company, iii) the projected performance of the company over the near to intermediate term, and iv) management's track record and tolerance for risk. These attributes were compared against issuers both within and outside of CBG's core industry and the company's ratings are believed to be comparable to those of other issuers of similar credit risk. CBRE Services, Inc. [NYSE: CBG] is the largest global commercial real estate services and investment firm based on 2012 revenues. Services provided include commercial property and facilities management, occupier and property/agency leasing, property sales, investment management, valuation, commercial mortgage origination and servicing, capital markets (equity and debt) solutions, development and proprietary research. CBG is headquartered in Los Angeles, California, USA, and has approximately 37,000 employees in over 300 offices worldwide. CBRE SERVICES: S&P Rates $1BB Loans 'BB' & $800MM Notes 'B+' ------------------------------------------------------------ Standard & Poor's Ratings Services said it revised the outlook on its 'BB' long-term issuer credit rating on CBRE Services Inc. to positive from stable. At the same time, S&P assigned 'BB' issue ratings and '4' recovery ratings on the company's proposed $1 billion revolving credit facility, term loan A, and term loan B. S&P also assigned a 'B+' issue rating and '6' recovery rating on the company's proposed issuance of $800 million of senior unsecured notes. "Our outlook revision reflects our expectation that CBRE will reduce its leverage and interest expense and extend its debt maturities by executing a series of planned debt transactions," said Brendan Browne, Standard & Poor's credit analyst. S&P expects the company to use cash, new term loans A and B, and an issuance of $800 million in 10-year senior unsecured debt to finance the repayment of about $2.1 billion in debt associated with its existing term loans (A, A-1, B, C, and D) and its senior subordinated notes. It will also issue a new $1 billion revolver, larger than its existing $700 million revolver. In recent years, S&P has viewed CBRE's financial management as aggressive because the company has a history of debt-funded large acquisitions, including one that it followed with a substantial stock repurchase. S&P believes the announced debt transactions and reduction in leverage could signal a new and more conservative approach to financial management, something S&P will be assessing over the coming year. The company's new chief executive, Robert Sulentic, may institute more creditor-friendly financial policies with fewer larger acquisitions and less leverage. The 'BB' issue-level and '4' recovery ratings on the company's proposed term loans A and B and $1 billion revolver indicate that S&P believes creditors would recover 30%-50% in the event of a payment default. The 'B+' issue-level (two notches below the issuer credit rating on the company) and '6' recovery ratings on its proposed $800 million in senior unsecured notes reflect S&P's belief that creditors would recover 10% or less in the event of a payment default. "Our positive outlook reflects our belief that CBRE's planned debt transactions may herald a more conservative approach to leverage than the company has taken in the past," said Mr Browne. S&P expects the company to operate with leverage of 3.5x or lower over the next few years following these debt transactions. S&P could raise its ratings on CBRE if the company demonstrates a commitment to more conservative financial management and avoids large debt-financed acquisitions and share repurchases. Any positive rating action would also depend on commercial real estate (CRE) markets -- which have rebounded over the last year, particularly in the U.S. -- remaining stable or improving further. S&P would be unlikely to raise its rating on CBRE if the economy and CRE markets unexpectedly deteriorated. While less likely, S&P could lower its rating on CBRE if CRE markets declined, leading to a significant reduction in earnings, or if the company opted to take on more leverage to finance expansion or shareholder payouts. CENTRAL EUROPEAN: Working with RTL on Restructuring Proposal ------------------------------------------------------------ Central European Distribution Corporation ("CEDC") confirmed it has received a proposal for a financial restructuring of CEDC and CEDC Finance Corporation International, Inc., from Roust Trading Ltd. that is also supported by certain beneficial owners of the $380 million 9.125% senior secured notes and EUR430 million 8.875% senior secured notes, each due 2016 issued by CEDC FinCo (the "2016 Steering Committee"). CEDC is evaluating this proposal and expects to make a final determination on its merits within the coming days. In the interim, CEDC's advisors are working with the advisors to Roust Trading and the 2016 Steering Committee to position CEDC to implement a revised consensual transaction consistent with the timing described in the offering memorandum distributed by CEDC in respect of the exchange offers launched on Feb. 25, 2013. 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. As reported by the TCR on Jan. 16, 2013, Moody's Investors Service has downgraded the corporate family rating (CFR) and probability of default rating (PDR) of Central European Distribution Corporation (CEDC) to Caa3 from Caa2. "The downgrade follows CEDC announcement on the 28 of December that it had agreed with Russian Standard a revised transaction to repay its $310 million of convertible notes due March 2013 which, in Moody's view, has increased the risk of potential loss for existing bondholders", says Paolo Leschiutta, a Moody's Vice President - Senior Credit Officer and lead analyst for CEDC. CHINA PRECISION: Delays Dec. 31 Form 10-Q Due to Holidays --------------------------------------------------------- China Precision Steel, Inc., was not, without unreasonable effort or expense, able to file its quarterly report on Form 10-Q for the period ended Dec. 31, 2012, by Feb. 14, 2013, due to the Chinese New Year holidays. The Company anticipates that it will file its Form 10-Q within the "grace" period provided by Securities Exchange Act Rule 12b-25. Net loss increased by $7,346,583, or 207.7%, period-on-period, to $10,884,505 for the three months ended Dec. 31, 2012, from $3,537,922 for the three months ended Dec. 31, 2011. The increase in net loss is attributable to a combination of all the factors to be discussed in the Form 10-Q, principally the negative gross margin and allowance for bad and doubtful debts recognized for the period ended Dec. 31, 2012, in accordance with our policy for allowance for bad and doubtful debts. About China Precision China Precision Steel Inc. is a niche precision steel processing company principally engaged in the production and sale of high precision cold-rolled steel products and provides value added services such as heat treatment and cutting medium and high carbon hot-rolled steel strips. China Precision Steel's high precision, ultra-thin, high strength (7.5 mm to 0.05 mm) cold- rolled steel products are mainly used in the production of automotive components, food packaging materials, saw blades and textile needles. The Company primarily sells to manufacturers in the People's Republic of China as well as overseas markets such as Nigeria, Thailand, Indonesia and the Philippines. China Precision Steel was incorporated in 2002 and is headquartered in Sheung Wan, Hong Kong. China Precision reported a net loss of $16.94 million for the year ended June 30, 2012, compared with net income of $256,950 during the prior fiscal year. Moore Stephens, in Hong Kong, issued a "going concern" qualification on the consolidated financial statement for the year ended June 30, 2012. The independent auditors noted that the Company has suffered a very significant loss in the year ended June 30, 2012, and defaulted on interest and principal repayments of bank borrowings that raise substantial doubt about its ability to continue as a going concern. The Company's balance sheet at Sept. 30, 2012, showed $184.06 million in total assets, $68.13 million in total liabilities, all current, and $115.93 million in total stockholders' equity. CIRCLE ENTERTAINMENT: Andrew Perel Elected to Board of Directors ---------------------------------------------------------------- Under the terms of the Stipulation and Settlement Agreement to settle the stockholder derivative lawsuit filed on April 28, 2010, by The Huff Alternative Fund, L.P., and The Huff Alternative Parallel Fund, L.P., on behalf of Circle Entertainment Inc. against certain of the Company's officers, directors and stockholders in the New York Supreme Court in Manhattan, New York (Index No. 650338-10), the Company agreed to, among other matters, elect to its Board of Directors an additional member who is "independent" within 60 days of Jan. 16, 2013, the effective date of the Settlement Agreement. Effective March 1, 2013, in accordance with the requirements of the Settlement Agreement, the Board, upon the recommendation of the Nominating and Corporate Governance Committee, unanimously elected Andrew Perel as a member of the Board of Directors to serve until the next annual meeting of stockholders or the earlier of his resignation, removal and death and appointed Mr. Perel to serve as a member of the Board's Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee. Immediately prior to Mr. Perel's election to the Board and his appointment to the Audit Committee, the Compensation Committee and the Nominating and Corporate Governance Committee, the Board increased the size of the Board to seven members from six members and increased the size of each of the Audit Committee, the Compensation Committee and the Nominating and Corporate Governance Committee by one member. The Board believes Mr. Perel's experience in real estate finance and legal matters will make him an excellent addition to the Board. As a non-employee director of the Company, Mr. Perel will receive the same compensation paid to all non-employee directors of the Company. There are no arrangements or understandings between Mr. Perel and any other person pursuant to which he was selected as a director. There are no transactions between Mr. Perel and the Company of the type required to be disclosed pursuant to Item 404(a) of Regulation S-K. Mr. Perel is a Partner at the law firm of Michaelman and Robinson. He was previously the Executive Vice-President, General Counsel and Secretary of a publicly traded real estate investment trust, and has worked as outside counsel to major financial institutions regarding real estate and capital markets transactions with emphasis on origination, securitization, mergers & acquisitions, corporate finance, litigation and insurance; providing due diligence, loss prevention, risk management and regulatory studies for the purchase, sale and financing of commercial real estate. Mr. Perel has also served as counsel to insurance and reinsurance companies prosecuting and defending declaratory judgment actions and has extensive experience in all aspects of general liability and environmental insurance coverage, defense and subrogation matters. He is on the Board of Directors for Trump Plaza, the Advisory Board for Lincoln Land Services (Chair), the Board of Directors for Sports Angels, Inc., and Chairs the Board of Directors for Manhattan Youth Baseball. About Circle Entertainment New York City-based Circle Entertainment Inc. has been pursuing the development and commercialization of its new location-based entertainment line of business since Sept. 10, 2010, which has and will continue to require significant capital and financing. The Company does not currently generate any revenues from this new line of business. The Company has no long-term financing in place or commitments for such financing to develop and commercialize its new location-based entertainment line of business. As reported in the TCR on March 30, 2012, L.L. Bradford & Company, LLC, in Las Vegas, Nevada, expressed substantial doubt about Circle Entertainment's ability to continue as a going concern, following the Company's results for the fiscal year ended Dec. 31, 2011. The independent auditors noted that the Company has limited available cash, has a working capital deficiency and will need to secure new financing or additional capital in order to pay its obligations. The Company's balance sheet at Sept. 30, 2012, showed $3.09 million in total assets, $22.71 million in total liabilities, and a $19.62 million total stockholders' deficit. CLARFEDO L.L.C.: Voluntary Chapter 11 Case Summary -------------------------------------------------- Debtor: Clarfedo, L.L.C. aka Clarfedd, LLC 1413 Tanglewood Lane Weslaco, TX 78596 Bankruptcy Case No.: 13-70108 Chapter 11 Petition Date: March 4, 2013 Court: U.S. Bankruptcy Court Southern District of Texas (McAllen) Judge: Richard S. Schmidt Debtor's Counsel: Antonio Villeda, Esq. LAW OFFICE OF ANTONIO VILLEDA 5414 N. 10th Street McAllen, TX 78504 Tel: (956) 631-9100 E-mail: avilleda@mybusinesslawyer.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 The Company did not file a list of creditors together with its petition. The petition was signed by Clark Boyer, manager/sole member. COMMUNITY FINANCIAL: PRB Investors Owns 14% Stake at Dec. 21 ------------------------------------------------------------ In a Schedule 13G filing with the U.S. Securities and Exchange Commission, PRB Investors, L.P., and its affiliates disclosed that, as of Dec. 21, 2012, they beneficially own 944,085 shares of common stock of Community Financial Shares, Inc., representing 14.55% of the shares outstanding. A copy of the filing is available for free at http://is.gd/v6OWSh About Community Financial Glen Ellyn, Illinois-based Community Financial Shares, Inc., is a registered bank holding company. The operations of the Company and its banking subsidiary consist primarily of those financial activities common to the commercial banking industry. All of the operating income of the Company is attributable to its wholly- owned banking subsidiary, Community Bank-Wheaton/Glen Ellyn. BKD, LLP, in Indianapolis, Indiana, issued a going concern qualification on the consolidated financial statements for the year ended Dec. 31, 2011. The independent auditors noted that the Company has suffered recurring losses from operations and is undercapitalized. The Company reported a net loss of $11.01 million on net interest income (before provision for loan losses) of $10.77 million in 2011, compared with a net loss of $4.57 million on net interest income (before provision for loan losses) of $10.40 million in 2010. The Company's balance sheet at Sept. 30, 2012, showed $334.17 million in total assets, $328.69 million in total liabilities and $5.48 million in total shareholders' equity. CONEXANT SYSTEMS: Rejecting San Diego, Newport Beach Office Leases ------------------------------------------------------------------ Conexant Systems Inc. and its affiliates seek entry of an order authorizing the rejection of (a) office space leases located at 9808 and 9868 Scranton Road in San Diego, California, and all associated subleases, and (b) an office space located at 4340 Von Karman Avenue, Suite 300, Newport Beach, California, and all associated subleases. The Debtors' monthly aggregate rent for the office leases is $595,000. The Debtors no longer occupy the office spaces. To reduce cash drain, they sublet parts of the office facilities but the sublease income was only $290,000 due in part to the "above- market rates" of the original leases. About Conexant Newport Beach, California-based Conexant Systems, Inc. (NASDAQ: CNXT) -- http://www.conexant.com/-- is a fabless semiconductor company. Conexant's comprehensive portfolio of innovative semiconductor solutions includes products for imaging, audio, embedded-modem, and video applications. Outside the United States, the Company has subsidiaries in Northern Ireland, China, Barbados, Korea, Mauritius, Hong Kong, France, Germany, the United Kingdom, Iceland, India, Israel, Japan, Netherlands, Singapore, and Israel. Conexant Systems, Inc. filed a Chapter 11 petition (Bankr. D. Del. Case No. 13-10367) on Feb. 28, 2013, with an agreement for a balance sheet restructuring with equity sponsors and sole secured lender, QP SFM Capital Holdings Limited, an entity managed by Soros Fund Management LLC. Kirkland & Ellis LLP and Klehr Harrison Harvey Branzburg LLP serve as legal counsel and Alvarez & Marsal acts as restructuring advisor to Conexant. Akin Gump Strauss Hauer & Feld LLP and Pepper Hamilton LLP serve as legal counsel and Blackstone Advisory Partners L.P. as restructuring advisor to the secured lender. CONTAINER STORE: S&P Affirms 'B-' Rating on Upsized $362MM Loan --------------------------------------------------------------- Standard & Poor's Ratings Services affirmed its 'B-' corporate credit rating on Coppell, Texas-based The Container Store. At the same time, S&P affirmed its 'B-' issue-level on the company's upsized $362 million term loan B. The recovery rating is unchanged at '4'. The company plans to use the proceeds from about $90 million additional borrowings under the term loan to redeem a portion of the preferred equity. The outlook is stable "The ratings on The Containers Store Inc. reflect Standard & Poor's Ratings Services' assessment of the company's 'highly leveraged' financial risk profile and 'vulnerable' business risk profile," said Standard & Poor's credit analyst Mariola Borysiak. S&P believes these assessments will remain unchanged over the next year. The proposed upsize of the company's term loan to redeem about $90 million of the preferred stock is essentially leverage neutral as S&P already treat the preferred stock as debt in its ratio calculation. S&P believes that there is a high likelihood of the preferred stock being replaced with debt if there's an ownership change or the possibility for another incremental debt issuance to redeem additional portions of the preferred equity. S&P notes, however, that the absence of a maturity date and any cash dividend payments on the preferred stock provide the company with some financial flexibility. S&P's ratings outlook is stable. Although S&P anticipates modest operational gains and adequate liquidity over the near term, it believes that credit measures will remain indicative of a highly leveraged financial risk profile, with high debt leverage of above 10x and EBITDA interest coverage below 1.0x. S&P could consider a downgrade if the company's liquidity position erodes, likely the result of increased competitive pressure or weaker retail conditions. Under such scenario the company will need to cover its operating and financing needs with revolver borrowings and sources of liquidity will not be sufficient to cover the company's planned cash uses. An upgrade is unlikely in the near term, given S&P's expectations for consistently weak credit measures resulting from its increasing preferred stock. However, S&P could raise the rating if total debt to EBITDA improves toward 6x and coverage of interest increases above 2x. COPPER KING: Wins Confirmation of Reorganization Plan ----------------------------------------------------- The Hon. William T. Thurman of the U.S. Bankruptcy Court for the District of Utah has confirmed the Joint Plan of Reorganization for the Chapter 11 cases of Copper King Mining Corporation and Western Utah Copper Company. All objections to the plan that has not been withdrawn, waived or settled were overruled in their entirety. The Debtors, however, were directed by the Bankruptcy Court to set aside $28,022 in connection with the alleged secured claim asserted against Debtors by United Rentals Northwest, Inc., until further order of the Court. Under the Plan, general unsecured claims were impaired. These claims will be paid their pro rata share of Cash, among others. Holders of general unsecured claims will also receive their pro rata share of 2,120,000 shares of New Common Stock. CK will retain all Equity Interests it holds in WUCC and Reorganized WUCC will remain as a wholly-owned subsidiary of Reorganized CK. Each holder of an Equity Interest in CK will receive its pro rata share of 3,180,000 shares of New Common Stock. In consideration for the delay in payment in full of the administrative expense claims, certain bankruptcy professionals will receive 1,500,000 shares of New Common Stock. A full-text copy of the Confirmation Order is available for free at http://bankrupt.com/misc/CKplanorder.pdf About Copper King Milford, Utah-based Copper King Mining Corporation, aka Western Utah Copper Company, filed for Chapter 11 bankruptcy protection on May 18, 2010 (Bankr. D. Nev. Case No. 10-51912). The Company estimated assets and debts at $100 million to $500 million in its Chapter 11 petition. The Company's affiliate, Western Utah Copper Company, filed a separate Chapter 11 petition (Bankr. D. Nev. Case No. 10-51913) on May 18, 2010. The Company estimated assets at $50 million to $100 million in assets and $500 million to $1 billion in debts. The U.S. Bankruptcy Court for the District of Nevada approved in August 2011 the intra-district transfer of the Chapter 11 case of Copper King to the District of Utah (Case No. 10-30002). Attorneys at Lewis and Roca LLP and Levene, Neale, Bender, Yoo & Brill L.L.P. serve as counsel to the Debtors. McGuireWoods LLP serves as counsel to the Official Committee of Unsecured Creditors. Copper King obtained Bankruptcy Court approval for a sale of substantially all of its assets to CS Mining, LLC. CS' approved purchase price is composed of cash, the assumption of certain secured and unsecured debt, issuance of a promissory note, issuance of an equity interest and warrants, with a total stated value in excess of $110 million. Copper King will receive for the benefit of its creditors and stockholders cash, assumption of debt, 1% of the common voting equity in CS Mining as well as 2% in warrants for CS common voting equity. DELPHI AUTOMOTIVE: S&P Retains 'BB+' Corporate Credit Rating ------------------------------------------------------------ Standard & Poor's Ratings Services is assigning its 'BBB' issue rating and '1' recovery rating to Delphi Corp.'s amended and extended $2.075 billion senior secured credit facility maturing March 1, 2018. The '1' recovery rating indicates S&P's expectation for very high (90%-100%) recovery in the event of a default. The issue rating is two notches above the corporate credit rating of the parent company, Delphi Automotive PLC, which is a Tier I supplier to the global automotive industry. The 'BB+' corporate credit rating on Delphi Automotive remains unchanged. The outlook remains positive. Delphi Corp. is based in Troy, Mich., although the parent company is incorporated in Jersey. The 'BB+' issue rating on Delphi Corp.'s various senior unsecured notes remains unchanged. The recovery rating on the notes is '3', indicating S&P's expectation that lenders would receive meaningful (50% to 70%) recovery. Delphi Corp.'s new credit facility includes a $1.5 billion revolver and $575 million term loan A. The amended and extended facility replaces the company's $1.293 billion revolver due 2016, $567 million term loan A due 2016, and $772 million term loan B due 2017. Delphi Corp. recently issued $800 million senior unsecured notes, due 2023, and used the proceeds to repay a portion of the senior secured term loans. Subsequently, term loan A was amended to an amount of $575 million and term loan B was repaid in full. The company will benefit from the extended maturity and somewhat lower cost of the new credit facility. The ratings on Delphi Automotive reflect S&P's assessment of the company's financial risk profile as "intermediate" and the business risk profile as "fair." S&P's financial risk assessment incorporates its assumption that current credit metrics and free cash flow are sustainable. S&P's business risk assessment takes into account Delphi's product diversity, low cost base, and ability to sustain recent profitability, even if the key European market declines at least 5% in 2013. The rating also incorporates S&P's view of Delphi's liquidity as "adequate" under S&P's criteria and the company's lack of large near-term debt maturities. RATINGS LIST Delphi Automotive PLC Corporate Credit Rating BB+/Positive/-- New Ratings Delphi Corp. Senior Secured $1.5 bil revolver BBB Recovery Rating 1 $575 million term loan A BBB Recovery Rating 1 DETROIT, MI: Moody's Sees Bankruptcy Risk in Fiscal Emergency ------------------------------------------------------------- Reuters reported that the city of Detroit would have a potential path to bankruptcy court under a state-appointed emergency financial manager posing risks to the city's bondholders, Moody's Investors Service said on Monday. Reuters related that the ratings agency also pointed out that the appointment of a manager would be an additional termination trigger for interest rate swap agreements associated with pension debt the city sold in 2006. DETROIT, MI: NPFG Confirms $100.7MM of Insured Exposure ------------------------------------------------------- In response to investor inquiries, National Public Finance Guarantee Corporation, an indirect subsidiary of MBIA Inc., on March 5 confirmed that it has approximately $100.7 million of insured exposure to the general obligation debt of the City of Detroit, Michigan. National has additional exposures to various City of Detroit issues totaling $2.4 billion that are secured by distinct revenue streams. The following is a summary of National's insured exposure as of December 31, 2012 to various bonds issued by the City of Detroit: Issuer Exposure (Gross) Detroit Unlimited Tax GO $100,725,000 General Obligation Exposure $100,725,000 City of Detroit Downtown Development Authority Tax Increment Bonds (Development Area #1 Projects) $70,980,000 City of Detroit Downtown Development Authority Convention Facility Special Tax Revenue Bonds (Cobo Hall Project) $23,919,185 City of Detroit Building Authority Revenue Bonds (Parking & Arena System) $9,970,000 City of Detroit Water Supply System Revenue Bonds $1,084,452,482 City of Detroit Sewage Disposal System Revenue Bonds $1,208,124,383 Revenue Bond Exposure $2,397,446,050 Total City of Detroit Exposure $2,498,171,050 "Should the City of Detroit fail to make a required debt service payment for any reason, including a bankruptcy filing, National's insured bondholders are guaranteed their scheduled interest and principal payments on time and in full," said Adam Bergonzi, National's Chief Risk Officer. "National will continue to monitor the situation closely in the coming months as the city and state work to resolve Detroit's fiscal crisis." Copies of the relevant policyholder documentation as well as a comprehensive listing of National's insured portfolio can be found on National's Web site at http://www.nationalpfg.com National, headquartered in Armonk, New York, is the world's largest U.S. public finance-only financial guarantee insurance company. DETROIT SERVICE: S&P Lowers Long Term Rating to 'BB+' ----------------------------------------------------- Standard & Poor's Rating Services lowered its long-term rating to 'BB+' from 'BBB-' and assigned a negative outlook to Michigan Finance Authority's series 2011 public school academy limited obligation revenue and refunding bonds, issued on behalf of Detroit Service Learning Academy (DSLA). "The lower rating and negative outlook reflect our view of DSLA's weakened operational performance in fiscal 2012 and through the first half of fiscal 2013, decline in cash, slim coverage based on the fiscal 2013 budget, transition to a new management team, and future capital plans as management looks to add a high school," said Standard & Poor's credit analyst Avani Parikh. "DSLA's enrollment headcount, financial performance, and liquidity levels are lagging management's projections provided at the time of the series 2011 bond issuance. Although management indicates its enrollment growth plans are still on track, which would allow DSLA the opportunity to meet projected operations, coverage, and liquidity levels, we view these goals as aggressive given recent results," added Ms. Parikh. Initially chartered as the YMCA Service Learning Academy by Lake Superior State University (LSSU) in 1999, DSLA is located in northwest Detroit and currently serves more than 1,100 students in kindergarten through grade 8. DEWEY & LEBOEUF: Lands $1.6M Deal with Paul Hastings, Ex-Partners ----------------------------------------------------------------- Maria Chutchian of BankruptcyLaw360 reported that Dewey & LeBoeuf LLP on Tuesday landed a $1.6 million settlement with Paul Hastings LLP and four former partners who brought unfinished work to Paul Hastings when Dewey collapsed, a deal that Dewey says will be a catalyst for the resolution of other unfinished business claims. The report related that the deal come shortly after Dewey secured a New York bankruptcy judge's approval of its liquidation plan, enabling the fallen firm to begin paying back its lenders. The Paul Hastings settlement also eliminates $41 million in claims against the estate, the report added. 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. Dewey filed a Chapter 11 Plan of Liquidation and an accompanying Disclosure Statement on Nov. 21, 2012. It filed amended plan documents on Dec. 31, in an attempt to address objections lodged by various parties. A second iteration was filed Jan. 7, 2013. The plan is based on a proposed settlement between secured lenders and Dewey's official unsecured creditors' committee, as well as a settlement with former partners. On Feb. 27, 2013, the Bankruptcy Court confirmed Dewey & Leboeuf's Second Amended Chapter 11 Plan of Liquidation dated Jan. 7, 2013, As of the Effective Date of the Plan, the Debtor will be dissolved. DREIER LLP: Court Rules AIG Settlement Belongs to Law Firm Estate ----------------------------------------------------------------- Casey Sullivan, writing for Reuters, reported that the bankrupt beauty business Cosmetics Plus cannot recoup a $350,000 settlement that it reached with insurer American International Group because the money belongs to another bankrupt estate -- fraudster Marc Dreier's former law firm -- a New York appellate court ruled on Thursday. Reuters related that in January 2008, Cosmetics Plus procured the settlement after suing AIG when two of its retail stores were destroyed in the Sept. 11 attacks. AIG had refused to pay a claim under a business interruption policy, according to court records, Reuters said. Cosmetics Plus retained attorneys Paul Traub and Steven Fox from the now defunct Dreier firm to obtain the $350,000 settlement and the lawyers transferred the proceeds into an escrow account at the firm, according to the ruling. Dreier collapsed in December 2008 after managing partner Marc Dreier was arrested in connection with a $400 million Ponzi scheme, Reuters further related. The firm filed for bankruptcy in January 2009, and the Cosmetics Plus settlement money became part of the bankrupt law firm estate. Cosmetics Plus's owners, Toby and Robin Bartosh, sued Traub and Fox in 2009 in Manhattan Supreme Court for malpractice claiming that the lawyers failed to exercise a duty of care when they did not "timely" deliver the insurance settlement proceeds to them, Reuters added. They requested that the Dreier bankruptcy trustee return the $350,000 settlement. A judge dismissed the claims in 2011, saying that "there is no ascertainable violation of the partnership law by either Traub or Fox." On Thursday, the Appellate Division, First Department, affirmed the lower court's decision, saying that the owners had provided no expert testimony to show that Traub and Fox mishandled the matter, Reuters related. About Marc Dreier and Dreier LLP Marc Dreier founded New York-based law firm Dreier LLP -- http://www.dreierllp.com/-- in 1996. On Dec. 8, 2008, the U.S. Securities and Exchange Commission filed a suit, alleging that Mr. Dreier made fraudulent offers and sales of securities in several cities, selling fake promissory notes to hedge and other private investment funds. The SEC asserted that Mr. Dreier also distributed phony financial statements and audit opinions, and recruited accomplices in connection with that scheme. Mr. Dreier, currently in prison, was charged by the U.S. government for conspiracy, securities fraud and wire fraud (S.D.N.Y. Case No. 09-cr-00085). Dreier LLP sought Chapter 11 protection (Bankr. S.D.N.Y. Case No. 08-15051) on Dec. 16, 2008. Stephen J. Shimshak, Esq., at Paul, Weiss, Rifkind, Wharton & Garrison LLP, was tapped as counsel. The Debtor estimated assets of $100 million to $500 million, and debts between $10 million and $50 million in its Chapter 11 petition. Sheila M. Gowan, a partner with Diamond McCarthy, was appointed Chapter 11 trustee for the Dreier law firm. Ms. Gowan is represented by Jason Porter, Esq., at Diamond McCarthy LLP. Wachovia Bank National Association, the Dreier LLP Chapter 11 trustee, and Steven J. Reisman as post-confirmation representative of the bankruptcy estate of 360networks (USA) Inc. signed a petition that put Mr. Dreier into bankruptcy under Chapter 7 on Jan. 26, 2009 (Bankr. S.D.N.Y. Case No. 09-10371). Mr. Dreier, 60, pleaded guilty to fraud and other charges in May 2009. The scheme to sell $700 million in fake notes unraveled in late 2008. Mr. Dreier is serving a 20-year sentence in a federal prison in Minneapolis. DTE ENERGY: Moody's Raises Rating on $200MM Senior Bonds to 'Ba1' ----------------------------------------------------------------- Moody's Investors Service upgraded the rating of DTE Energy Center, LLC's, approximately $200 million of senior secured bonds ($244 million original issue) due 2024 to Ba1 from Ba2. The upgrade follows the recent upgrade of the ratings for DTEEC's only customer and sole source of revenues, Chrysler Group LLC (Chrysler: Corporate Family Rating B1, stable). The outlook for DTEEC is stable. Ratings Rationale: The upgrade for DTEEC reflects the improved financial profile of its sole customer, Chrysler Group LLC, as evidenced by Moody's recent upgrade of its Corporate Family Rating to B1 from B2 and its first lien senior secured credit facilities to Ba1 from Ba2. The upgrade reflects Moody's view that the auto maker will be able to sustain the progress it has made in strengthening its competitive position, improving its financial and operational performance, and strengthening its credit metrics. DTEEC's Ba1 rating recognizes that as an operating expense, Chrysler's payments under its service agreements are generally made prior to payment of Chrysler's own debt service obligations. DTEEC's Ba1 rating also considers the essential nature of the production support systems and services that the company provides to Chrysler as well as the resiliency of its contractual arrangements. The rating reflects the consistent, stable and predictable financial performance demonstrated by DTEEC even during a challenging business cycle that included a Chrysler restructuring. Debt service coverage ratios are consistently in the range of 1.60 times. The Ba1 rating further recognizes that Chrysler's obligations under its service agreements with DTEEC remain guaranteed by Daimler North America Corporation (DNAC; unrated), the North American subsidiary of Daimler AG (Daimler: A3, senior unsecured); however the impact of this guarantee on the rating is muted by recognition of the fact that Daimler no longer has an economic interest in Chrysler and that DNAC's guarantee is not specifically supported by Daimler. The outlook for DTEEC is stable based an assumption of continued solid financial and operating performance and contractual protections; the stable outlook is also consistent with the outlook for Chrysler. The stable outlook acknowledges Chrysler has currently idled one of the production facilities serviced by DTEEC, and although it remains unclear whether or not this plant may ultimately resume some type of service, the outlook assumes payments to DTEEC will continue to be made in accordance with its contract therefore mitigating any impact to DTEEC. While not likely over the near-to-medium term, upward movement in the rating of Chrysler could put upward pressure on the rating of DTEEC. Downward rating pressure could develop if there were to be persistent operating challenges resulting in material liquidated damage payments, if the project's service agreements were to be amended such that the revisions could adversely affect the project's financial and operational performance, if Chrysler's rating were to be revised downward, or if DNAC were to explicitly challenge its guarantee. Headquartered in Ann Arbor, MI, DTEEC is owned 50% each by subsidiaries of DTE Energy Company (DTE: Baa1 senior unsecured, stable) and Commerzbank AG. DTEEC is a special purpose company created to own and operate various utility-related assets (Utility Assets) used in certain manufacturing processes of Chrysler - successor to Chrysler LLC. The assets are located within eight of Chrysler's manufacturing facilities in the Midwest and provide critical support services for vehicle, part, and component manufacturing operations. EARTHLINK INC: S&P Withdraws B+ Rating on $300MM Sr. Secured Loan ----------------------------------------------------------------- Standard & Poor's Ratings Services withdrew its 'B+' issue-level and '2' recovery ratings on EarthLink Inc.'s proposed $300 million senior secured term loan due 2019. EarthLink announced that it is dropping plans to refinance the ITC^DeltaCom secured notes due 2016 with the proposed term loan because of difficult market conditions. The 'B-'issue-level rating and '5' recovery rating on the ITC^DeltaCom notes remain unchanged following EarthLink's announcement. S&P's 'B' corporate credit rating and stable outlook on EarthLink are unchanged. At the same time, S&P raised its issue-level rating on EarthLink's $300 million senior unsecured notes due 2019 to 'B-' from 'CCC+', and revised the recovery rating to '5' from '6'. The '5' recovery rating reflects S&P's expectation for modest (10% to 30%) recovery in the event of a payment default. The upgrade reflects the prior recovery analysis published on Aug. 8, 2012, for EarthLink, which attributes more value available to the unsecured notes at the time of default. EarthLink Inc. Corporate Credit Rating B/Stable/-- Rating Withdrawn EarthLink Inc. To From $300 Mil. Senior Sec. Term Loan Due 2019 N.R. B+ Recovery Rating N.R. 2 Ratings Raised; Recovery Rating Revised To From EarthLink Inc. $300 Mil. Senior Unsec. Notes Due 2019 B- CCC+ Recovery Rating 5 6 EDIETS.COM INC: Signs Separation Agreement with Former CEO ---------------------------------------------------------- Jennifer Hartnett and eDiets.com, Inc., entered into a separation agreement pursuant to which Ms. Hartnett will receive (i) a lump sum payment of $25,000 as severance and (ii) a lump sum payment to cover six months of COBRA premiums under the Company's health care. Payment of the amounts is subject to receipt and effectiveness of a release of claims against the Company. Ms. Hartnett previously notified the Company of her decision to resign as chief executive officer and as an employee of the Company, which decision was accepted by the Company's Board of Directors. A copy of the Agreement and General Release is available at: http://is.gd/FMxZTi 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: Wants to Continue Arbitration With Union -------------------------------------------------------- Edison Mission Energy and its affiliates ask the Bankruptcy Court to modify the automatic stay to permit the Debtors and the International Brotherhood of Electric Workers Local 15 (IBEW Local 15) and any applicable members of IBEW Local 15 to continue current arbitration and grievance proceedings. The requested relief is mutually agreed to by the Debtors and IBEW Local 15. David R. Seligman, Esq., at Kirkland & Ellis LLP, relates that at least 750 of Debtor Midwest Generation, LLC's hourly employees are members of the IBEW Local 15 and are employed pursuant to that certain collective bargaining agreement between Midwest Gen and IBEW Local 15. The CBA provides a streamlined and efficient process for resolving disputes between IBEW Local 15 and Midwest Gen. The CBA also includes arbitration provisions if the parties cannot resolve the grievance consensually. The CBA outlines the arbitration process, including deadlines, the individuals identified as proposed arbitrators, the procedures for choosing future arbitrators, and cost allocation and sharing procedures. Midwest Gen and IBEW Local 15 were arbitrating one grievance that an IBEW Local 15 member had commenced prior to the Petition Date, Arb. No. 11-164 pending before arbitrator Steven Bierig. At issue in the Arbitration Proceeding is whether Midwest Gen is compelled to pay new hires at certain wage levels delineated in the CBA, or whether Midwest Gen may pay new hires based on that employee's level of experience. The parties were unable to resolve the dispute through the grievance procedures in the CBA and the matter proceeded to arbitration in October 2011. Arbitration and evidentiary hearings were held in April 2012. Following the arbitration hearing, both parties submitted post-hearing briefs and are awaiting a decision from Mr. Bierig. On December 20, 2012, Midwest Gen sent a letter to Mr. Bierig, notifying him that Midwest Gen had filed for bankruptcy, and informing him that the Arbitration Proceeding was stayed pursuant to section 362 of the Bankruptcy Code. Since that time, IBEW Local 15 approached Midwest Gen and requested that the Arbitration Proceeding be allowed to continue due to the advanced state of the proceedings. On February 4, 2013, Midwest Gen sent a follow-up letter to Mr. Bierig indicating that they intended to seek relief from the automatic stay so as to allow the Arbitration Proceeding to proceed. Mr. Seligman submits that allowing current and future grievance and arbitration proceedings to continue in the ordinary course is critical to avoid disruptions to Midwest Gen's relationships with its unionized labor force, which could unnecessarily complicate Midwest Gen's restructuring. Moreover, Midwest Gen does not believe that any grievances brought pursuant to the CBA would result in material claims against Midwest Gen's estate. Lastly, Midwest Gen does not believe allowing arbitration to proceed would harm either Midwest Gen or any parties in interest in Midwest Gen's chapter 11 case, as the CBA arbitration proceedings are the most expeditious and cost-effective means of resolving these disputes. Given the streamlined and predictable procedures that are provided for in the CBA, which both Midwest Gen and IBEW Local 15 mutually agreed to, allowing the Arbitration Proceeding to continue will afford IBEW Local 15 the most cost-effective manner to liquidate its claim without unnecessary litigation before the Bankruptcy Court. Mr. Seligman notes that the Arbitration Proceeding is nearly complete, and the parties are merely awaiting the arbitrator's decision. Thus, allowing the Arbitration Proceeding to continue in its original forum would not harm Midwest Gen's estate, and in fact would preserve Midwest Gen's time and resources, as they would avoid potentially re-litigating these matters in the Bankruptcy Court. Mr. Seligman contends Midwest Gen and IBEW Local 15 should be able to commence future grievance and arbitration procedures should the need arise. Allowing the parties to continue utilizing the streamlined, cost-effective, and mutually agreed upon procedures provided for in the CBA -- without the need to return to the Bankruptcy Court on each occasion -- would conserve resources of all parties in interest. Midwest Gen seeks to modify the automatic stay in these chapter 11 cases to permit IBEW Local 15 and any applicable members to continue current arbitration and grievance proceedings and to commence new arbitration and grievance proceeding, pursuant to the terms of the CBA. Midwest Gen consents to this modification of the automatic stay pursuant to section 362(d) the Bankruptcy Code. In addition, prior to filing the Motion, the Debtors reached out to the committee of unsecured creditors appointed in these cases and obtained the Committee's support. Absent relief from the stay, IBEW Local 15 may argue that Midwest Gen has violated its obligations under section 1113 of the Bankruptcy Code, which could lead to significant time-consuming and costly litigation, as well as damage Midwest Gen's valued relationship with IBEW Local 15. Mr. Seligman states that Midwest Gen seeks only to continue performing under the CBA in the ordinary course of business without any alteration, much less a "significant alteration," of Midwest Gen's prepetition process for addressing employee issues that resulted in grievances or arbitrations. Midwest Gen and IBEW Local 15 have been utilizing these procedures and settlement payment practices since 2006, and should be able to continue performing pursuant to the CBA during these chapter 11 cases. 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. In its schedules, Edison Mission Energy disclosed total assets of assets of $5,721,559,170 and total liabilities of $6,202,215,094 as of the Petition Date. 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., is the claims and notice agent. An official committee of unsecured creditors has been appointed in the case and is represented by the law firms Akin Gump and Perkins Coie. The Committee also has tapped Blackstone Advisory Partners as investment banker and FTI Consulting as financial advisor. ELPIDA MEMORY: Wins Approval to Extend Security Agreements ---------------------------------------------------------- The U.S. Bankruptcy Court for the District of Delaware last month entered an order authorizing foreign representatives in the Chapter 15 case of Elpida Memory, Inc., to extend security agreements in connection with amendments to postpetition financing. The foreign representatives -- Yukio Sakamoto and Nobuaki Kobayashi -- would use the funding to continue using the Debtor's assets that are located within the territorial jurisdiction of the U.S. Steering Committee of the Ad Hoc Group of Bondholders had opposed the request, citing that the DIP Amendments provide that the termination or cancellation of the sponsorship agreement that will result in an automatic acceleration of the amounts owed under the DIP agreement. The bondholders also asserted that the foreign representatives entered into agreements that do not directly affect U.S. assets but provide that the Debtor will be in default of its obligations if the Court does not approve an aspect of the broader transaction. The foreign representatives responded, saying that is an entirely uncontroversial extension of financing that makes use of liens already approved by the Court. About Elpida Memory Elpida Memory Inc. (TYO:6665) -- http://www.elpida.com/ja/-- is a Japan-based company principally engaged in the development, design, manufacture and sale of semiconductor products, with a focus on dynamic random access memory (DRAM) silicon chips. The main products are DDR3 SDRAM, DDR2 SDRAM, DDR SDRAM, SDRAM, Mobile RAM and XDR DRAM, among others. The Company distributes its products to both domestic and overseas markets, including the United States, Europe, Singapore, Taiwan, Hong Kong and others. The company has eight subsidiaries and two associated companies. After semiconductor prices plunged, Japan's largest maker of DRAM chips filed for bankruptcy in February with liabilities of 448 billion yen ($5.6 billion) after losing money for five quarters. Elpida Memory and its subsidiary, Akita Elpida Memory, Inc., filed for corporate reorganization proceedings in Tokyo District Court on Feb. 27, 2012. The Tokyo District Court immediately rendered a temporary restraining order to restrain creditors from demanding repayment of debt or exercising their rights with respect to the company's assets absent prior court order. Atsushi Toki, Attorney-at-Law, has been appointed by the Tokyo Court as Supervisor and Examiner in the case. Elpida Memory Inc. sought the U.S. bankruptcy court's recognition of its reorganization proceedings currently pending in Tokyo District Court, Eight Civil Division. Yuko Sakamoto, as foreign representative, filed a Chapter 15 petition (Bankr. D. Del. Case No. 12-10947) for Elpida on March 19, 2012. Micron Technology, Inc. on Feb. 28 announced the Tokyo District Court's issuance of an order approving Elpida Memory Inc.'s plan of reorganization. Elpida's plan of reorganization calls for Micron to sponsor Elpida's reorganization under which Elpida will become a wholly owned subsidiary of Micron. The Tokyo District Court's approval follows an Elpida creditor vote, concluded on Feb. 26, in which the creditors voted to approve the reorganization plan. EMRLH4 LLC: Case Summary & 5 Unsecured Creditors ------------------------------------------------ Debtor: EMRLH4, LLC 215 N. San Saba San Antonio, TX 78207 Bankruptcy Case No.: 13-50539 Chapter 11 Petition Date: March 4, 2013 Court: U.S. Bankruptcy Court Western District of Texas (San Antonio) Judge: Ronald B. King Debtor's Counsel: Dean William Greer, Esq. 2929 Mossrock, Suite 117 San Antonio, TX 78230 Tel: (210) 342-7100 Fax: (210) 342-3633 E-mail: dwgreer@sbcglobal.net 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 five unsecured creditors filed with the petition is available for free at: http://bankrupt.com/misc/txwb13-50539.pdf The petition was signed by Homayoun "Tony" Namvar, manager. EUROFRESH INC: Tomato Greenhouses Head to March 27 Auction ---------------------------------------------------------- Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that Eurofresh Inc. is on the way to being sold in exchange for about $51.2 million in secured debt acquired shortly before bankruptcy by an affiliate of NatureSweet Ltd., a competing tomato grower. The report relates that according to a schedule given to the bankruptcy judge in Phoenix, competing bids are due March 25. The auction to test for higher bids will be held March 27, followed immediately by a hearing to approve sale. About EuroFresh Inc. EuroFresh , Inc., is America's largest greenhouse grower spanning 318 aces of glass covered facilities. EuroFresh grows premium quality, great tasting, certified pesticide residue free greenhouse tomatoes and cucumbers year-round. The 274-acre flagship facility in Willcox, Arizona, is the world's largest. There's also a second 44-acre acre property in Snowflake, Arizona. EuroFresh has 964 employees. EuroFresh filed a Chapter 11 petition (Bankr. D. Ariz. Case No. 13-01125) on Jan. 27, 2013, to complete a sale of the business to NatureSweet Limited, absent higher and better offers. NatureSweet and EuroFresh Farms are two of the leading producers of high-quality tomatoes in North America. EuroFresh first filed for Chapter 11 protection (Bankr. D. Ariz. Lead Case No. 09-07970) on April 21, 2009. Eurofresh exited bankruptcy in November 2009 following a deal with majority of their existing debt holders to convert more than $200 million of debt into equity. In the new Chapter 11 case, Frederick J. Petersen, Esq., and Isaac D. Rothschild, Esq., at Mesch, Clark & Rothschild, P.C., serve as counsel to the Debtors. An official committee of unsecured creditors was appointed. The creditors' committee includes International Paper Co. and Southwest Gas Corp. FERRO CORP: S&P Puts 'B+' CCR on CreditWatch Developing ------------------------------------------------------- Standard & Poor's Ratings Services said it placed all its ratings, including the 'B+' corporate credit rating, on Ohio-based chemical company Ferro Corp. on CreditWatch with developing implications. "The CreditWatch listing follows the announcement that A. Schulman made an unsolicited offer to acquire Ferro at a purchase price of $6.50 a share," said Standard & Poor's credit analyst Danny Krauss. The offer is valued at about $855 million, including the assumption of debt. While Ferro's board of directors has rejected the offer, A. Schulman has stated that it could adjust its offer, subject to customary due diligence. The developing implications of the CreditWatch listing indicate that S&P could raise, lower, or affirm the ratings following further review of the potential transaction. An upgrade is possible if a revised bid is accepted by Ferro and the acquisition results in a combined entity with a stronger business or financial profile than Ferro has currently. S&P could affirm the ratings if it views the possible combination as having similar default prospects to Ferro as a stand-alone company, and S&P could lower them if the resulting business or financial profile is weaker. S&P could lower the ratings if Ferro's credit quality deteriorates in the absence of a transaction or while a transaction is pending. For example, S&P's ratings on Ferro incorporate expectations that operating earnings and cash flow will strengthen later in 2013 following recent restructuring actions and the February divestiture of the solar pastes segment, which was a negative EBITDA segment in 2012. In addition, while S&P expects Ferro to remain in compliance with financial covenants in its bank credit facility, S&P thinks covenant headroom will be tight. The ratings on Ohio-based Ferro Corp. reflect S&P's assessment of the company's business risk profile as "weak" and financial risk profile as "aggressive." With annual sales of $1.8 billion, the company produces a variety of performance materials and chemicals for use primarily in the electronics, construction, appliances, automotive, and household furnishings end markets. Ferro operates in six business segments: electronic materials, color and glass performance materials (including high-quality glazes, enamels, pigments, and dinnerware decoration colors), performance coatings (including tile coatings and porcelain enamel for appliances and cookware), polymer additives, specialty plastics, and pharmaceuticals. The ratings are on CreditWatch with developing implications. S&P will monitor developments relating to this potential transaction and expects to resolve the CreditWatch in the next few months if a revised offer leads to a definitive acquisition agreement, or if it appears that Ferro will not be acquired. If a transaction does take place, S&P would evaluate the resulting capital structure and integration plans, as well as gain an understanding of the combined company's business strategy and financial policy objectives. FIRST PLACE: Delays Form 10-Q for Dec. 31 Quarter ------------------------------------------------- First Place Financial Corp. has determined that it is unable to file its quarterly report on Form 10-Q for the period ended Dec. 31, 2012, by the Feb. 14, 2013, due date or within the fifteen calendar day extension permitted by the rules of the U.S. Securities and Exchange Commission. As previously disclosed in its Form 8-K filed with the SEC on Dec. 7, 2010, (as amended), the Company announced its intention to file an amendment to the Company's Annual Report on Form 10-K for the fiscal year ended June 30, 2010, and to restate its consolidated financial condition and results of operations as of and for the fiscal years ended June 30, 2010, 2009, and 2008. As of Feb. 15, 2013, the Company has not been able to file its Quarterly Reports on Form 10-Q for the periods ended Sept. 30, 2010, Dec. 31, 2010, and March 31, 2011, its Annual Report on Form 10-K for the fiscal year ended June 30, 2011, its Quarterly Reports on Form 10-Q for the periods ended Sept. 30, 2011, Dec. 31, 2011, and March 31, 2012, its Annual Report on Form 10-K for the fiscal year ended June 30, 2012, and its Quarterly Report on Form 10-Q for the period ended Sept. 30, 2012. As previously disclosed, on Oct. 26, 2012, the Company and Talmer Bancorp, Inc., entered into an Asset Purchase Agreement. As contemplated by the Purchase Agreement, the Company filed a voluntary petition under Chapter 11 of the United States Bankruptcy Code in the United States Bankruptcy Court for the District of Delaware on Oct. 29, 2012. In connection with the bankruptcy proceeding, the Company and the Purchaser submitted an Amended and Restated Asset Purchase Agreement, dated as of Dec. 14, 2012, by and among the Company and the Purchaser, concerning Purchaser's proposed acquisition of First Place Bank for approval by the Bankruptcy Court. On Dec. 14, 2012, the Bankruptcy Court entered an order approving and authorizing the Company to enter into the Amended Purchase Agreement. As previously disclosed, on Jan. 1, 2013, pursuant to the terms of the Amended Purchase Agreement, the Company completed the sale of substantially all of its assets, including all of the issued and outstanding shares of common stock of the Company's wholly-owned subsidiaries, First Place Bank and First Place Holdings, Inc., and certain other assets held in the name of the Company but used in the business of First Place Bank, to the Purchaser. As of Feb. 14, 2013, because the Company has sold substantially all of its assets, and because the Company has no plans to reorganize under the bankruptcy laws, the Company is unable to: (i) file the Restatement; or (ii) file its Delinquent Periodic Reports; or (iii) file the December 2012 Form 10-Q. 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. FLASHCOM INC: Trustee Can Only Collect $62,500 From Andra Sachs --------------------------------------------------------------- Bankruptcy Judge Robert Kwan granted the motion of Carolyn Dye, Liquidating Trustee for Flashcom, Inc., to strike the declaration of James Bastian filed in opposition to Ms. Dye's Motion for Entry of Judgment in the lawsuit, CAROLYN A. DYE, Liquidating Trustee, Plaintiff, v. ANDRA SACHS; COMMUNICATIONS VENTURES III, L.P., COMMUNICATIONS VENTURES III CEO & ENTERPRENEURS FUND L.P.; MAYFIELD IX; MAYFIELD ASSOCIATES FUNDS IV; DAVID HELRICH; ESTATE OF TODD BROOKS; BRADFORD SACHS; RICHARD RASMUS; KEVIN FONG, Defendants, Adv. Proc. No. 2:12-ap-01339-RK (Bankr. C.D. Cal.). According to Judge Kwan, the Bastian Declaration is inadmissible evidence of settlement communications. The Bastian Declaration is stricken from consideration with respect to Ms. Dye's Motion for Entry of Judgment. On July 11, 2002, the Trustee commenced the adversary proceeding against Communications Ventures III, L.P., Communications Ventures III CEO & Entrepreneurs' Fund L.P., Mayfield IX, Mayfield Associates Funds IV, the Estate of Todd Brooks, Kevin Fong, David Helfrich -- VC Defendants -- the Andra Sachs Defendants, Bradford Sachs, and Richard Rasmus. The Bankruptcy Court on June 26, 2006, approved a Global Settlement Agreement between the Trustee, Bradford Sachs and the Andra Sachs Defendants. Pursuant to the terms of the Global Settlement Agreement, in 2006, Andra Sachs made two settlement payments totaling $750,000 to the Trustee. Because the Trustee did not receive at least $2,000,000 from the VC Defendants or other defendants by June 26, 2009 (36 months following the Approval Date, as set forth in the Global Settlement Agreement), under the Global Settlement Agreement, the Andra Sachs Defendants were required to make the final settlement payment to the Trustee by July 31, 2009. The Andra Sachs Defendants did not make the final settlement payment to the Trustee. Upon failure to make this payment, paragraph 10(c) of the Global Settlement Agreement provides that the Trustee may record the Liability Judgment against the Andra Sachs Defendants -- a judgment for the avoidance of preferential transfers in the principal sum of $9,000,000 under 11 U.S.C. Sec. 547(b) in favor of Trustee -- and proceed with execution on Andra's assets as well as the assets of the other Andra Sachs Defendants. The Trustee did not demand payment, notify, or otherwise attempt to communicate with any of the Andra Sachs Defendants or their counsel about the need to make the final payment under the Global Settlement Agreement in July 2009, or after that, until January 2012. After Andra Sachs received service of the Trustee's Judgment Motion in March 2012, she and her counsel offered, more than once in March 2012 and thereafter, to deliver $62,500 to the Trustee. Although Andra Sachs intended that such payment would satisfy the obligations of the Andra Sachs Defendants under the Global Settlement Agreement Trustee did not accept this payment tendered by Andra. The Andra Sachs Defendants have offered the Bastian Declaration to essentially demonstrate why they should not be liable for the $9 million liability judgment as was contemplated in the Global Settlement Agreement. According to Judge Kwan, the provision of the Stipulated Judgment allows the Trustee to request entry of judgment against the Andra Sachs Defendants in the amount of $9 million is an unenforceable penalty pursuant to Callifornia Civil Code Sec. 1671(b). Judge Kwan ruled that the judgment should be entered in favor of the Trustee only in part for the Andra Sachs Defendants' breach of the settlement agreement by failing to timely make the final installment payment under the agreement. The Court ruled that the Andra Sachs Defendants should be only required to tender the settlement amount of $62,500, plus interest at the applicable rate. The Court directed counsel for the Andra Sachs Defendants to submit a proposed order granting in part and denying in part the Trustee's Judgment Motion, a proposed judgment in favor of the Trustee and against them in the amount of $62,500, plus applicable interest on that amount. The Court vacated the further hearing on the Motion to Strike that was set for March 5, 2013 at 3:30 p.m. A copy of Judge Kwan's March 4, 2013 Memorandum Decision and Order is available at http://is.gd/2Q7ORhfrom Leagle.com. David R. Weinstein, Esq. -- david.weinstein@bryancave.com -- at Bryan Cave LLP, appeared on behalf of the Trustee. Teddy M. Kapur, Esq. -- tkapur@pszjlaw.com -- at Pachulski Stang Ziehl & Jones LLP, originally appeared on behalf of the Andra Sachs Defendants. Ronald E. Michelman, Esq., at Michelman and Michelman LLP, substituted into the case as new counsel for the Andra Sachs Defendants and later appeared for these defendants. About Flashcom Inc. Internet service provider Flashcom Inc. sought Chapter 11 bankruptcy protection in Santa Ana, Calif., on Dec. 8, 2000. The firm listed assets of $94 million and $55 million of debts as of Oct. 31, 2000. The following year the Bankruptcy Court approved Covad Communications's offer to purchase all of the Covad supplied Flashcom DSL customers for a combination of cash and debt forgiveness. Covad provided up to $750,000 in both cash and debt forgiveness up front, and was to pay up to an additional $2.75 million more depending on how many Flashcom lines migrated through the Covad Safety Net program. FOURTH QUARTER PROPERTIES: Files for Chapter 11 in Georgia ---------------------------------------------------------- Fourth Quarter Properties XXXVIII, LLC, filed a Chapter 11 petition (Bankr. N.D. Ga. Case No. 13-10585) in Newnan, Georgia, on March 5, 2013. The Debtor is a single asset real estate debtor as defined in 11 U.S.C. Sec. 101(51B) and has property in 45, 47 & 59 Ansley Drive, in Newnan. The Debtor estimated at least $10 million in assets and at least $1 million in liabilities as of the Chapter 11 filing. Matthew Cathey, Esq., at Stone & Baxter, LLP, in Macon, Georgia, serves as the Debtor's counsel. According to the docket, the Chapter 11 plan and disclosure statement are due July 3, 2013. FOURTH QUARTER PROPERTIES: Case Summary & 12 Unsecured Creditors ---------------------------------------------------------------- Debtor: Fourth Quarter Properties XXXVIII, LLC 45 Ansley Drive Newnan, GA 30263 Bankruptcy Case No.: 13-10585 Chapter 11 Petition Date: March 5, 2013 Court: U.S. Bankruptcy Court Northern District of Georgia (Newnan) Debtor's Counsel: Austin E. Carter, Esq. STONE & BAXTER, LLC 577 Mulberry Street, Suite 800 Macon, GA 31201 Tel: (478) 750-9898 Fax: (478) 750-9899 E-mail: acarter@stoneandbaxter.com - and ? Matthew Cathey, Esq. STONE & BAXTER, LLP 577 Mulberry Street, Suite 800 Macon, GA 31201 Tel: (478) 750-9898 Fax: (478) 750-9899 E-mail: mcathey@stoneandbaxter.com Estimated Assets: $10,000,001 to $50,000,000 Estimated Debts: $1,000,001 to $10,000,000 The petition was signed by Stanley E. Thomas, manager. Debtor's List of Its 12 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Coweta County Tax Commissioner Taxes $99,239 P.O. Box 195 Newnan, GA 30264 P.E.G. Electric Company, Inc. Mechanic's Lien $14,800 50 Ansley Drive Newnan, GA 30263 Cushing, Morris, Armbruster Trade Debt $3,125 & Montgomery 191 Peachtree Stree, NE, Suite 4500 Atlanta, GA 30303 Newnan-Coweta Airport Authority Trade Debt $2,027 True Natural Gas Trade Debt $1,420 AvidXChange, Inc. Trade Debt $695 Advanced Disposal Trade Debt $376 Lamar Maddox Trade Debt $170 Allgood Pest Solutions Trade Debt $115 Coweta County Water & Sewer Dept. Trade Debt $62 Georgia Secretary of State Trade Debt $50 Georgia Power Trade Debt Unknown FQ PROPERTIES: Case Summary & 11 Unsecured Creditors ---------------------------------------------------- Debtor: FQ Properties, LLC 942 Little Darby Lane Suwanee, GA 30024 Bankruptcy Case No.: 13-54643 Chapter 11 Petition Date: March 4, 2013 Court: U.S. Bankruptcy Court Northern District of Georgia (Atlanta) Judge: Barbara Ellis-Monro Debtor's Counsel: Leslie M. Pineyro, Esq. JONES AND WALDEN, LLC 21 Eighth Street, NE Atlanta, GA 30309 Tel: (404) 564-9300 Fax: (404) 564-9301 E-mail: lpineyro@joneswalden.com Estimated Assets: $0 to $50,000 Estimated Debts: $1,000,001 to $10,000,000 A copy of the Company's list of its 11 unsecured creditors filed with the petition is available for free at: http://bankrupt.com/misc/ganb13-54643.pdf The petition was signed by Youngju Oh Hall, manager/member. Affiliate that filed separate Chapter 11 petition: Entity Case No. Petition Date ------ -------- ------------- Grayson Exchange, LLC 12-69510 08/06/12 FREESCALE SEMICONDUCTOR: Fitch Rates New Term Loan at 'CCC+' ------------------------------------------------------------ Fitch Ratings has rated the new senior secured term loan facilities of Freescale Semiconductor, Inc. 'CCC+/RR3'. The Rating Outlook is Stable. Fitch's actions affect approximately $6.8 billion of total debt, including the currently undrawn RCF. The new $2.74 billion term loan facility consists of a $350 million term loan that will mature in December 2016 and a $2.39 billion term loan that will mature in March 2020. The new facility extends approximately $1.8 billion of debt maturities from 2016 to 2020, reducing debt maturities over the next five years to approximately $770 million. RATING DRIVERS The ratings and Rating Outlook continue to reflect Freescale's weak free cash flow (FCF), driven by substantial interest obligations and negative revenue growth since the 2010 rebound. 2012 FCF was a Fitch calculated $58 million after adjusting for $96 million of insurance proceeds related to business interruption and lost inventory. Freescale's FCF for 2012 also benefited from $86 million of deferred intellectual property (IP) revenue related to IP sales or licensing agreements. While part of Freescale's growth strategy, cash flows from IP sales or licensing are likely to be uneven. Fitch believes FCF should strengthen to $100 million to $200 million in 2013 from expectations for further profitability expansion and flat revenue growth. Fitch's expectation for flat 2013 revenue growth is driven by more balanced inventory levels at distributors offset by cautious semiconductor demand and the wind- down of Freescale's cellular business. Fitch expects operating EBITDA margin expansion from restructuring in the near term and operating leverage upon the resumption of revenue growth. These factors could drive upside to Freescale's free cash flow. The completion of Freescale's planned production facility closures in 2012 should produce approximately $70 million of annual cost savings. Credit protection measures should remain highly cyclical. Pro forma for the new term loans, Fitch estimates total leverage (total debt to operating EBITDA) for 2012 was approximately 7.9 times (x), compared with 6.0x for 2011. Interest coverage (operating EBITDA to gross interest expense) was approximately 1.6x for 2012, down from 1.9x for 2011. RATINGS SENSITIVITIES Debt reduction from free cash flow resulting in total leverage approaching 5.5x could result in positive rating actions. Conversely, negative rating actions could occur if Freescale uses significant free cash flow over a multi-year period, which Fitch believes likely would be the result of a meaningfully weakened competitive position. The ratings continue to reflect Freescale's: -- Leading share positions in microcontrollers (MCU) and embedded processing markets, particularly automotive. These markets are characterized by longer product lifecycles; -- Fundamental end market demand and increasing electronics content for automotive electronics, industrial products, consumer electronics, and networking infrastructure equipment remains healthy and poised for low- to mid- single digit growth over the longer term; and -- Low capital intensity from the company's 'asset-light' manufacturing strategy. Ratings concerns center on Freescale's: -- Revenue expansion challenges from focus on markets with meaningful incumbent supplier advantages, although such advantages also fortifies Freescale's leading market positions in microcontrollers; -- Limited financial flexibility from highly leveraged capital structure with significant interest expense and debt maturities; and -- Minimal free cash flow in recent years, driven by operating EBITDA that remains below cyclical peak levels. Fitch believes Freescale's liquidity was sufficient as of Dec. 31, 2012 and consisted of: i) approximately $711 million of cash and equivalents, $148 million of which was held in the U.S.; and ii) approximately $408 million (net of $17 million of letters of credit) of remaining availability under the $425 million senior secured RCF due July 1, 2016. Pro forma for the term loans refinancing, total debt was approximately $6.4 billion as of Dec. 31, 2012 and consisted of: -- $350 million of senior secured term loans due 2016; -- $2.4 billion of senior secured term loans due 2020; -- $2 billion of senior secured notes due 2018; -- $155 million of senior unsecured notes due 2014; -- $1.2 billion of senior unsecured notes due 2020; and -- $264 million of senior subordinated notes due 2016. The $2.2 billion term loan maturing in 2020 could be accelerated should Freescale fail to meet a Sept. 2017 leverage test and reduce outstanding senior secured notes due 2018 to $500 million or less by Dec. 1, 2017. The Recovery Ratings (RR) for Freescale reflect Fitch's recovery expectations under a distressed scenario, as well as Fitch's belief that Freescale's enterprise value, and hence recovery rates for its creditors, will be maximized as a going concern rather than liquidation scenario. In deriving a distressed enterprise value, Fitch applies a 40% discount to its estimate of Freescale's operating EBITDA for the LTM ended Dec. 31, 2012 of approximately $809 million. Fitch applies a 5x distressed EBITDA multiple to reach a reorganization enterprise value of approximately $3 billion. As is standard with Fitch's recovery analysis, the revolver is assumed to be fully drawn and cash balances fully depleted to reflect a stress event. After reducing the amount available in reorganization for administrative claims by 10%, Fitch estimates the senior secured debt would recover 51% - 70%, equating to 'RR3' Recovery Ratings. The senior unsecured and senior subordinated debt tranches would recover 0% - 10%, equating to 'RR6' Recovery Ratings and reflecting Fitch's belief that minimal if any value would be available for unsecured noteholders. Fitch rates Freescale as follows: -- IDR 'CCC'; -- Senior secured bank revolving credit facility (RCF) 'CCC+/RR3'; -- Senior secured term loans 'CCC+/RR3'; -- Senior secured notes 'CCC+/RR3'; -- Senior unsecured notes 'CC/RR6'; -- Senior subordinated notes 'CC/RR6'. FREESEAS INC: Amends 395,791 Common Shares Resale Prospectus ------------------------------------------------------------ FreeSeas Inc. filed with the U.S. Securities and Exchange Commission an amended Form F-1 registration statement relating to the resale of up to 395,791 shares of the Company's common stock by Granite State Capital, LLC, the selling stockholder. The Company may from time to time issue up to 395,791 of shares of its common stock to the selling stockholder at 98% of the market price at the time of that issuance determined in accordance with the terms of the Company's Investment Agreement dated as of Jan. 24, 2013, with Granite. The Company will not receive any of the proceeds from the sale of these shares. The Company will, however, receive proceeds from the selling stockholder from the initial sale to that stockholder of these shares. The Company has and will continue to bear the costs relating to the registration of these shares. The Company's common stock is currently quoted on the NASDAQ Capital Market under the symbol "FREE." On March 1, 2013, the closing price of the Company's common stock was $0.97 per share. A copy of the amended prospectus is available for free at: http://is.gd/HAqiw3 About FreeSeas Inc. Headquartered in Athens, Greece, FreeSeas Inc., formerly known as Adventure Holdings S.A., was incorporated in the Marshall Islands on April 23, 2004, for the purpose of being the ultimate holding company of ship-owning companies. The management of FreeSeas' vessels is performed by Free Bulkers S.A., a Marshall Islands company that is controlled by Ion G. Varouxakis, the Company's Chairman, President and CEO, and one of the Company's principal shareholders. The Company's fleet consists of six Handysize vessels and one Handymax vessel that carry a variety of drybulk commodities, including iron ore, grain and coal, which are referred to as "major bulks," as well as bauxite, phosphate, fertilizers, steel products, cement, sugar and rice, or "minor bulks." As of Oct. 12, 2012, the aggregate dwt of the Company's operational fleet is approximately 197,200 dwt and the average age of its fleet is 15 years. As reported in the Troubled Company Reporter on July 18, 2012, Ernst & Young (Hellas) Certified Auditors Accountants S.A., in Athens, Greece, expressed substantial doubt about FreeSeas' ability to continue as a going concern, following its audit of the Company's financial statements for the fiscal year ended Dec. 31, 2011. The independent auditors noted that the Company has incurred recurring operating losses and has a working capital deficiency. "In addition, the Company has failed to meet scheduled payment obligations under its loan facilities and has not complied with certain covenants included in its loan agreements with banks." The Company's balance sheet at June 30, 2012, showed US$120.8 million in total assets, US$104.1 million in total current liabilities, and shareholders' equity of US$16.7 million. FREESEAS INC: Issues Additional 100,000 Common Shares to Hanover ---------------------------------------------------------------- The Supreme Court of the State of New York, County of New York, on Feb. 13, 2013, entered an order approving, among other things, the fairness of the terms and conditions of an exchange pursuant to Section 3(a)(10) of the Securities Act of 1933, as amended, in accordance with a stipulation of settlement between FreeSeas Inc., a corporation organized and existing under the laws of the Republic of the Marshall Islands, and Hanover Holdings I, LLC, a New York limited liability company, in the matter entitled Hanover Holdings I, LLC v. FreeSeas Inc., Case No. 150802/2013. Hanover commenced the Action against the Company on Jan. 28, 2013, to recover an aggregate of $740,651 of past-due accounts payable of the Company, plus fees and costs. The Settlement Agreement became effective and binding upon the Company and Hanover upon execution of the Order by the Court on Feb. 13, 2013. Pursuant to the terms of the Settlement Agreement approved by the Order, on Feb. 13, 2013, the Company issued and delivered to Hanover 185,000 shares of the Company's common stock, $0.001 par value. The Settlement Agreement provides that the Initial Settlement Shares will be subject to adjustment on the trading day immediately following the "Calculation Period" to reflect the intention of the parties that the total number of shares of Common Stock to be issued to Hanover pursuant to the Settlement Agreement be based upon a specified discount to the trading volume weighted average price of the Common Stock for a specified period of time subsequent to the Court's entry of the Order. Based on the adjustment formula, on Feb. 19, 2013, the Company issued and delivered to Hanover 90,000 Additional Settlement Shares, on Feb. 25, 2013, the Company issued and delivered to Hanover another 90,000 Additional Settlement Shares, on Feb. 26, 2013, the Company issued and delivered to Hanover another 90,000 Additional Settlement Shares, on Feb. 27, 2013, the Company issued and delivered to Hanover another 100,000 Additional Settlement Shares, and on Feb. 28, 2013, the Company issued and delivered to Hanover another 100,000 Additional Settlement Shares. Since the issuance of the Initial Settlement Shares and Additional Settlement Shares, Hanover demonstrated to the Company's satisfaction that it was entitled to receive another 100,000 Additional Settlement Shares based on the adjustment formula described above, and that the issuance of such Additional Settlement Shares to Hanover would not result in Hanover exceeding the beneficial ownership limitation. Accordingly, on March 4, 2013, the Company issued and delivered to Hanover 100,000 Additional Settlement Shares pursuant to the terms of the Settlement Agreement approved by the Order. A copy of the Form 8-K is available for free at: http://is.gd/AhBhAb About FreeSeas Inc. Headquartered in Athens, Greece, FreeSeas Inc., formerly known as Adventure Holdings S.A., was incorporated in the Marshall Islands on April 23, 2004, for the purpose of being the ultimate holding company of ship-owning companies. The management of FreeSeas' vessels is performed by Free Bulkers S.A., a Marshall Islands company that is controlled by Ion G. Varouxakis, the Company's Chairman, President and CEO, and one of the Company's principal shareholders. The Company's fleet consists of six Handysize vessels and one Handymax vessel that carry a variety of drybulk commodities, including iron ore, grain and coal, which are referred to as "major bulks," as well as bauxite, phosphate, fertilizers, steel products, cement, sugar and rice, or "minor bulks." As of Oct. 12, 2012, the aggregate dwt of the Company's operational fleet is approximately 197,200 dwt and the average age of its fleet is 15 years. As reported in the Troubled Company Reporter on July 18, 2012, Ernst & Young (Hellas) Certified Auditors Accountants S.A., in Athens, Greece, expressed substantial doubt about FreeSeas' ability to continue as a going concern, following its audit of the Company's financial statements for the fiscal year ended Dec. 31, 2011. The independent auditors noted that the Company has incurred recurring operating losses and has a working capital deficiency. "In addition, the Company has failed to meet scheduled payment obligations under its loan facilities and has not complied with certain covenants included in its loan agreements with banks." The Company's balance sheet at June 30, 2012, showed US$120.8 million in total assets, US$104.1 million in total current liabilities, and shareholders' equity of US$16.7 million. FTLL ROBOVAULT: March 21 Hearing on Use of More Cash ---------------------------------------------------- The Hon. John K. Olson of the U.S. Bankruptcy Court for the Southern District of Florida authorized Barry E. Mukamal, Chapter 11 trustee for FTLL Robovault, LLC, to use cash collateral of Florida Asset Resolution Group, LLC. FARG has consented to the use of cash collateral in accordance with the budget, provided however, trustee may, without further order of the Court (i) exceed any line item on the budget by an amount equal to 10% of the line item; or (ii) exceed any line item by more than 10% so long as the total amounts in excess of all line items for the budget do not exceed 10% in the aggregate of the total budget. FARG asserts that it is owed $22,665, as of the petition date. As adequate protection from any diminution in value of the lender's collateral, FARG is granted a replacement lien on and in all property acquired or generated postpetition to the same extent, validity and priority and of the same kind and nature as it would have had prior to the filing of the bankruptcy case. A hearing will be held March 21, 2013, at 1:30 p.m., to consider the Debtor's continued use of cash collateral. About FTLL RoboVault Based in Fort Lauderdale, Florida, FTLL RoboVault LLC, aka Robo Vault, filed for Chapter 11 bankruptcy (Bankr. S.D. Fla. Case No. 12-33090) on Sept. 27, 2012. Developer Marvin Chaney signed Chapter 11 petitions for Robo Vault and affiliate Off Broward Storage. The companies own modern storage warehouses in Fort Lauderdale. The Debtor disclosed $15,289,150 in assets and $23,934,952 in liabilities as of the Chapter 11 filing. The U.S. Trustee for Region 21 notified the U.S. Bankruptcy Court for the Southern District of Florida that until further notice, it will not appoint a committee of creditors pursuant to Section 1102 of the Bankruptcy Code. Bankruptcy Judge Raymond B. Ray initially presided over the case. On Nov. 19, the case was transferred to Judge John K. Olson. Lawrence B. Wrenn, Esq., served as the Debtor's counsel. In November, Donald F. Walton, the U.S. Trustee for Region 21, sought and obtained approval from the U.S. Bankruptcy Court to appoint Barry E. Mukamal as Chapter 11 trustee. Following the Chapter 11 Trustee's appointment, Mr. Wren voluntarily dismissed himself in the Debtor's bankruptcy case. GARLOCK SEALING: Wins Access to Client List in Asbestos Cases ------------------------------------------------------------- Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that Garlock Sealing Technologies LLC won an appeal last week in U.S. District Court in Delaware designed to help build a defense to mesothelioma claims in its Chapter 11 reorganization pending in North Carolina. The report recounts that Garlock filed under Chapter 11 in June 2010 to deal with 100,000 asbestos claims. To prove that asbestos liability isn't so large as victims' lawyers claim, Garlock sought the identities of claimants in nine other asbestos cases pending in Delaware. U.S. Bankruptcy Judge Judith K. Fitzgerald from Pittsburgh has been handling the nine Delaware cases. Last year, Judge Fitzgerald denied a request by Garlock to see client lists that were filed by lawyers under Bankruptcy Rule 2019. The client lists were filed under seal and weren't available to the public. Garlock appealed. According to the report, U.S. District Judge Leonard P. Stark ruled in a 31-page opinion on March 1 that it was an error for Judge Fitzgerald to deny access to the client lists. Judge Stark placed restrictions on the use of the client lists to protect the clients' privacy rights. The report notes that Judge Stark differed with Judge Fitzgerald in several respects. First, he said it wasn't necessary for Garlock to be a creditor to gain information filed in other asbestos bankruptcies under seal. He pointed to law from the U.S. Court of Appeals in Philadelphia saying that third parties, including the press, have the right to demand access to court papers under seal. Once documents are filed, there is a presumption of access by the public, Judge Stark said. Judge Stark, the report notes, said access may be denied only when there is a "clearly defined and serious injury" to the party seeking to keep the paper a secret. In the case before him, Stark said the need for secrecy didn't outweigh the right to public access. The judge said it didn't matter that Garlock was seeking access for a purpose other than the one for which Rule 2019 was designed. To protect the claimants, Judge Stark is allowing Garlock to use the lists only with regard to the estimation trial currently scheduled to start in July. At the trial, the judge will estimate the amount of asbestos claims against Garlock. Garlock may not disclose the identity of any claimant and won't be permitted to see engagement agreements where the clients hired their lawyers. Judge Stark said that the limitations "should largely (if not entirely) prevent identity theft and other harms." Mr. Rochelle notes that Garlock's estimation trial is a prelude to an attempt at confirming a Chapter 11 plan under which the company has been saying that present and future claims will be paid in full. Garlock argues that the type of encapsulated asbestos contained in the gaskets "could not become airborne in sufficient amounts to cause disease." The company believes that exposure from its products "was dwarfed" by other products "typically used in proximity to gaskets." Judge Stark's opinion was made in In re Motions for Access of Garlock Sealing Technologies LLC, 11-1120, U.S. District Court, District of Delaware (Wilmington). About Garlock Sealing Headquartered in Palmyra, New York, Garlock Sealing Technologies LLC is a unit of EnPro Industries, Inc. (NYSE: NPO). For more than a century, Garlock has been helping customers efficiently seal the toughest process fluids in the most demanding applications. On June 5, 2010, Garlock filed a voluntary Chapter 11 petition (Bankr. W.D.N.C. Case No. 10-31607) in Charlotte, North Carolina, to establish a trust to resolve all current and future asbestos claims against Garlock under Section 524(g) of the U.S. Bankruptcy Code. The Debtor estimated $500 million to $1 billion in assets and up to $500 million in debts as of the Petition Date. Affiliates The Anchor Packing Company and Garrison Litigation Management Group, Ltd., also filed for bankruptcy. Albert F. Durham, Esq., at Rayburn Cooper & Durham, P.A., represents the Debtor in their Chapter 11 effort. Garland S. Cassada, Esq., at Robinson Bradshaw & Hinson, serves as counsel for asbestos matters. The Official Committee of Asbestos Personal Injury Claimants in the Chapter 11 cases is represented by Travis W. Moon, Esq., at Hamilton Moon Stephens Steele & Martin, PLLC, in Charlotte, NC, Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, in New York, and Trevor W. Swett III, Esq., Leslie M. Kelleher, Esq., and Jeanna Rickards Koski, Esq., in Washington, D.C. 20005. Joseph W. Grier, III, the Court-appointed legal representative for future asbestos claimants, has retained A. Cotten Wright, Esq., at Grier Furr & Crisp, PA, and Richard H. Wyron, Esq., and Jonathan P. Guy, Esq., at Orrick, Herrington & Sutcliffe LLP, as his co- counsel. About 124,000 asbestos claims are pending against Garlock in state and federal courts across the country. The Company says majority of pending asbestos actions against it is stale and dormant -- almost 110,000 or 88% were filed more than four years ago and more than 44,000 or 35% were filed more than 10 years ago. Garlock said in the Disclosure Statement that all asbestos claims must be paid in full. Full payment enables the plan to allow continued ownership by parent EnPro Industries Inc. The Plan will create a trust to fund payment to present and future asbestos claimants. For currently existing claims, the trust will have insurance proceeds plus cash from Garlock together with a promise from EnPro to provide up to $30 million over time. For future claims, the trust will receive $60 million from Garlock plus a secured promise by Garlock to supply an additional $140 million. The promise will be secured by 51% of Garlock's stock. GELTECH SOLUTIONS: Michael Reger Hikes Equity Stake to 41.7% ------------------------------------------------------------ In an amended Schedule 13D filing with the U.S. Securities and Exchange Commission, Michael Lloyd Reger disclosed that, as of Feb. 27, 2013, he beneficially owns 15,538,340 shares of common stock of GelTech Solutions, Inc., representing 41.7% of the shares outstanding. Mr. Reger previously reported beneficial ownership of 14,252,626 common shares or a 40.6% equity stake as of Feb. 1, 2013. On Feb. 27, 2013, Mr. Reger purchased 1,285,714 shares of common stock from the Company for $450,000. A copy of the amended filing is available for free at: http://is.gd/XFzNNx About GelTech Jupiter, Fla.-based GelTech Solutions. Inc., is a Delaware corporation organized in 2006. The Company markets four products: (1) FireIce(R), a water soluble fire retardant used to protect firefighters, structures and wildlands; (2) Soil2O(R) 'Dust Control', its new application which is used for dust mitigation in the aggregate, road construction, mining, as well as, other industries that deal with daily dust control issues; (3) Soil2O(R), a product which reduces the use of water and is primarily marketed to golf courses, commercial landscapers and the agriculture market; and (4) FireIce(R) Home Defense Unit, a system for applying FireIce(R) to structures to protect them from wildfires. The Company's balance sheet at Dec. 31, 2012, showed $1.15 million in total assets, $3.80 million in total liabilities and a $2.65 million total stockholders' deficit. "As of December 31, 2012, the Company had a working capital deficit, an accumulated deficit and stockholders' deficit of $1,339,923, $26,011,370 and $2,655,057, respectively, and incurred losses from operations of $3,211,484 for the six months ended December 31, 2012 and used cash from operations of $1,994,491 during the six months ended December 31, 2012. In addition, the Company has not yet generated revenue sufficient to support ongoing operations. These factors raise substantial doubt regarding the Company's ability to continue as a going concern." GENERAL MOTORS: Bankr. Judge Sides With JPMorgan in Lien Challenge ------------------------------------------------------------------ Judge Robert E. Gerber of the U.S. Bankruptcy Court for the Southern District of New York granted JPMorgan's motion for summary judgment in the lawsuit captioned, OFFICIAL COMMITTEE OF UNSECURED CREDITORS OF MOTORS LIQUIDATION COMPANY, Plaintiff, v. JPMORGAN CHASE BANK, N.A., et al., Defendants, Case No. 09-50026 (REG), Jointly Administered, Adversary Proceeding Case No. 09-00504 (REG). In this adversary proceeding under the umbrella of the Chapter 11 case of Motors Liquidation Company, formerly known as General Motors Corporation, the Unsecured Creditors Committee seeks a determination that the principal lien securing a syndicated $1.5 billion term loan that had been made to GM in November 2006 was terminated in October 2008, before the filing of GM's chapter 11 case -- thereby making most of the $1.5 billion in indebtedness under the Term Loan unsecured. The defendants are the syndicate members who together made the Term Loan and JPMorgan, the agent under the facility. The action presents issues as to Uniform Commercial Code filings that are commonly used in secured financings: a UCC-1 initial financing statement, with which a security interest can be perfected, and a UCC-3 financing statement amendment, with which, among other things, the effectiveness of an earlier UCC-1 may be brought to an end. Judge Gerber's ruling noted that, in connection with the payoff of a GM "synthetic lease", which was one-tenth of the size of the Term Loan and wholly unrelated to it, the batch of several UCC-3 to be filed to terminate liens on Synthetic Lease collateral (and which thereafter were filed) mistakenly included one UCC-3 which would terminate a UCC-1 -- referenced only by its 8-digit filing number -- that did not have any connection to the Synthetic Lease. The UCC-1 was instead the principal UCC-1 securing the Term Loan. Because the UCC-1 whose filing number was referenced in the Unrelated UCC-3 related to the Term Loan, and not the Synthetic Lease, the Court must decide, notwithstanding the absence of anyone's intention to affect the Term Loan, whether the perfection of the principal lien securing the Term Loan nevertheless came to an end. Both sides moved for summary judgment. On March 1, 2013, the Court concluded, based on the undisputed facts and under the applicable law, that JPMorgan did not authorize the termination of the UCC-1 with respect to the Term Loan, and that anything JPMorgan said or did in connection with the payoff of the Synthetic Lease was not effective in bringing the UCC-1 securing the Term Loan to come to an end. The Committee's motion for partial summary judgment is denied. "Pursuant to Fed. R. Civ. P. 58 (made applicable to this adversary proceeding by Fed. R. Bankr. P. 7058), the Court is today entering a separate standalone judgment consistent with its first ruling, denying the relief sought by the Committee in its complaint. The Court is also today entering an order with respect to the underlying cross-motions, which includes a decretal paragraph, consistent with the Court's second ruling, denying the Committee's motion for partial summary judgment," Judge Gerber said. The Court is certifying its judgment for direct appeal to the Second Circuit. Barry N. Seidel, Esq. -- seidelb@dicksteinshapiro.com -- Eric B. Fisher, Esq. -- fishere@dicksteinshapiro.com -- and Katie L. Cooperman, Esq. of DICKSTEIN SHAPIRO LLP, at New York, New York, represent the Official Committee of Unsecured Creditors of Motors Liquidation Company. John M. Callagy, Esq. -- jcallagy@kelleydrye.com -- Nicholas J. Panarella, Esq. -- npanarella@kelleydrye.com -- Martin A. Krolewski, Esq. -- mkrolewski@kelleydrye.com -- of KELLEY DRYE & WARREN LLP, at New York, New York, represent JPMorgan Chase Bank, N.A. A copy of the Bankruptcy Court's March 1, 2013 Decision is available at http://is.gd/6YckCDfrom Leagle.com. About General Motors With its global headquarters in Detroit, Michigan, General Motors Company (NYSE:GM, TSX: GMM) -- http://www.gm.com/-- is one of the world's largest automakers, traces its roots back to 1908. GM employs 208,000 people in every major region of the world and does business in more than 120 countries. GM and its strategic partners produce cars and trucks in 30 countries, and sell and service these vehicles through the following brands: Baojun, Buick, Cadillac, Chevrolet, GMC, Daewoo, Holden, Isuzu, Jiefang, Opel, Vauxhall, and Wuling. GM's largest national market is China, followed by the United States, Brazil, the United Kingdom, Germany, Canada, and Italy. GM's OnStar subsidiary is the industry leader in vehicle safety, security and information services. General Motors Co. was formed to acquire the operations of General Motors Corp. through a sale under 11 U.S.C. Sec. 363 following Old GM's bankruptcy filing. The U.S. government once owned as much as 60.8% stake in New GM on account of the financing it provided to the bankrupt entity. The deal was closed July 10, 2009, and Old GM changed its name to Motors Liquidation Co. General Motors Corp. and three of its affiliates filed for Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 09-50026) on June 1, 2009. The Honorable Robert E. Gerber presides over the Chapter 11 cases. Harvey R. Miller, Esq., Stephen Karotkin, Esq., and Joseph H. Smolinsky, Esq., at Weil, Gotshal & Manges LLP, assist the Debtors in their restructuring efforts. Al Koch at AP Services, LLC, an affiliate of AlixPartners, LLP, serves as the Chief Executive Officer for Motors Liquidation Company. GM is also represented by Jenner & Block LLP and Honigman Miller Schwartz and Cohn LLP as counsel. Cravath, Swaine, & Moore LLP is providing legal advice to the GM Board of Directors. GM's financial advisors are Morgan Stanley, Evercore Partners and the Blackstone Group LLP. Garden City Group is the claims and notice agent of the Debtors. The U.S. Trustee appointed an Official Committee of Unsecured Creditors and a separate Official Committee of Unsecured Creditors Holding Asbestos-Related Claims. Lawyers at Kramer Levin Naftalis & Frankel LLP served as bankruptcy counsel to the Creditors Committee. Attorneys at Butzel Long served as counsel on supplier contract matters. FTI Consulting Inc. served as financial advisors to the Creditors Committee. Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, represented the Asbestos Committee. Legal Analysis Systems, Inc., served as asbestos valuation analyst. The Bankruptcy Court entered an order confirming the Debtors' Second Amended Joint Chapter 11 Plan on March 29, 2011. The Plan was declared effect on March 31, 2011. GMX RESOURCES: Misses Interest Payment, Warns Possible Bankruptcy ----------------------------------------------------------------- GMX Resources Inc. failed to pay an interest payment due on its Senior Secured Second-Priority Notes due 2018. The 2018 Notes are governed by an Indenture dated as of Sept. 19, 2012, among the Company and U.S. Bank National Association, as trustee and collateral agent. The Company had the option to pay this interest payment in cash, in shares of common stock of the Company or in a combination of cash and shares of common stock. If the Company paid this interest payment entirely in cash, the aggregate amount of cash would be approximately $2.1 million. If the the Company paid this interest payment entirely in shares of common stock, the aggregate fair market value of the shares would be approximately $2.8 million. Under the terms of the 2018 Notes Indenture, the failure to pay the interest payment does not constitute an Event of Default unless the failure is ongoing for 30 days. However, under Section 5.01 of the First Supplemental Indenture, dated Oct. 28, 2009, between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee, governing the Company's 4.50% Senior Convertible Notes due 2015, any failure to pay the principal or interest on any indebtedness in excess of $10 million in the aggregate of the Company when due and payable constitutes an Event of Default under the 2015 Notes Indenture. Under Section 5.02 of the 2015 Notes Indenture, if an Event of Default occurs and is continuing, then the trustee or holders of not less than 25% of the aggregate principal amount of the outstanding 2015 Notes may declare the principal plus any accrued and unpaid interest on the 2015 Notes to be immediately due and payable. The Company currently has approximately $48.3 million of 2015 Notes outstanding. The acceleration of the principal plus accrued and unpaid interest on the 2015 Notes, would also constitute Events of Default as defined under other instruments governing the Company's indebtedness. Under Section 6.1(6)(b) of the First Supplemental Indenture dated as of Dec. 7, 2012, among the Company, the Guarantors party thereto and U.S. Bank National Association, as trustee and collateral agent, which governs the Company's Senior Secured Notes due 2017, any default under those debt instruments which results in the acceleration of such indebtedness prior to its maturity constitutes an Event of Default. The failure to pay principal of, or interest on, such indebtedness prior to the expiration of the grace period provided in such indebtedness would also constitute an Event of Default under Section 6.1(6)(a) of the 2017 Notes Indenture. Under Section 6.2 of the 2017 Notes Indenture, if an Event of Default occurs and is continuing, then the trustee may in its discretion or upon request of holders of not less than 25% of the aggregate principal amount of the outstanding 2017 Notes will, on behalf of the holders, declare the principal plus any accrued and unpaid interest on the 2017 Notes to be immediately due and payable. The Company currently have approximately $324.3 million of 2017 Notes outstanding. Similarly, under Section 6.1(6)(b) of the 2018 Notes Indenture, any default under those debt instruments which results in the acceleration of such indebtedness prior to its maturity constitutes an Event of Default. The failure to pay principal of, interest on, such indebtedness prior to the expiration of the grace period provided in such indebtedness would also constitute an Event of Default under Section 6.1(6)(a) of the 2018 Notes Indenture. Under Section 6.2 of the 2018 Notes Indenture, if an Event of Default occurs and is continuing then the trustee may in its discretion or upon request of holders of not less than 25% of the aggregate principal amount of the outstanding 2018 Notes shall, on behalf of the holders, declare the principal plus any accrued and unpaid interest on the 2018 Notes to be immediately due and payable. The Company currently has approximately $51.5 million of 2018 Notes outstanding. The Company has engaged Jefferies & Company, Inc., as financial advisor to assist the Board and senior management in its ongoing exploration of financing alternatives, including a potential restructuring of the Company's balance sheet in light of its current liquidity and cash needs. If the Company is not able to successfully implement a consensual alternative for restructuring its balance sheet, or in order for the Company to implement a financial alternative, the Company may voluntarily seek protection under the U.S. Bankruptcy Code. 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. GRAFTECH INT'L: Earnings Forecast No Impact on Moody's 'Ba1' CFR ---------------------------------------------------------------- Moody's Investors Service reports that GrafTech International Ltd.'s earnings guidance for 2013 is credit negative, but does not impact the ratings or outlook at present. Moody's upgraded GrafTech's Corporate Family Rating to Ba1 and rated its $570 million senior secured revolving credit facility Baa3 (LGD3, 35%) on December 2, 2011. GrafTech International Ltd. manufactures graphite electrodes, refractory products, needle coke products, advanced graphite materials, and natural graphite products. Headquartered in Parma, Ohio, GrafTech generated revenues of approximately $1.2 billion in 2012. HAMDEN, CT: Pension Fund Facing Bankruptcy in 5 Years ----------------------------------------------------- Michael Bellmore, writing for the New Haven Register, reports that the town of Hamden's pension fund is at a crisis point. The fund is valued at $56 million. It should be $400 million. If the town did nothing, the fund would be bankrupt in five years, said Curt Leng, the town's chief administrative officer. According to Mr. Leng, the pension crisis is a result of five past administrations' failure to pay into the fund the proper amount. According to the report, Mr. Leng said the town is supposed to pay $28 million into the fund next year. Doing so would require a $4 million tax increase. Property owners with a house assessed at $200,000 would pay an additional $800 in taxes next year. The report relates town officials have hired The Segal Co., a benefits and human resources consulting company in New York, to develop strategies to address the pension woes. Segal's plan, the report relates, would still require a $4 million increase, but it would be spread over six years. Taxpayers with a $200,000 assessment would pay an additional $150 in taxes annually. The report notes Segal presented 15 proposals aimed at addressing the problem. However, only a few would solve the problem within 30 years. The town must accept a cash infusion and reduce the benefits of current municipal employees, according to Segal's proposal. All options center on the town receiving a $115 million pension obligation bond from the state. This POB will immediately bolster the pension fund. HANRA INVESTMENTS: Case Summary & 17 Largest Unsecured Creditors ---------------------------------------------------------------- Debtor: Hanra Investments, Inc. c/o Henry Kim 18021 Alderwood Parkway, Suite A101 Lynnwood, WA 98037 Bankruptcy Case No.: 13-11886 Chapter 11 Petition Date: March 4, 2013 Court: U.S. Bankruptcy Court Western District of Washington (Seattle) Judge: Timothy W. Dore Debtor's Counsel: Jeffrey B. Wells, Esq. 500 Union Street, Suite 502 Seattle, WA 98101 Tel: (206) 624-0088 E-mail: paralegal@wellsandjarvis.com Scheduled Assets: $9,320,000 Scheduled Liabilities: $8,951,082 A copy of the Company's list of its 17 largest unsecured creditors filed with the petition is available for free at: http://bankrupt.com/misc/wawb13-11886.pdf The petition was signed by Hansung Kim, president. HARLAN LABORATORIES: S&P Cuts CCR to 'B-' & Rates Facilities 'B-' ----------------------------------------------------------------- Standard & Poor's Ratings Services lowered its corporate credit rating on Indianapolis, Ind.-based Harlan Laboratories Inc. to 'B- ' from 'B'. The outlook is negative. At the same time, S&P assigned the company's new senior secured credit facilities (consisting of a $20 million revolving credit facility due 2016 and a $200 million term loan due 2016) its 'B-' issue-level rating with a recovery rating of '3', indicating S&P's expectation for meaningful (50%-70%) recovery in the event of a payment default. In addition, S&P assigned the company's second-lien term loan its 'CCC+' issue-level rating with a recovery rating of '5', indicating S&P's expectation for modest (10%-30%) recovery in the event of a payment default. The downgrade reflects S&P's expectation that cash flows will be minimal under the new capital structure, and that EBITDA growth will be insufficient to enable Harlan to generate cash to repay debt over the near term. "This is a departure from our previous belief that Harlan could sustain discretionary cash flows of about $15 million, which would allow the company to modestly reduce leverage over time," said Standard & Poor's credit analyst Shannan Murphy. The ratings on Harlan reflect the company's highly leveraged financial risk profile, characterized by leverage of about 6.6x as of Dec. 31, 2012, and S&P's expectation that discretionary cash flow will be negative in 2013 and minimal in 2014. It also reflects S&P's assessment that Harlan has a vulnerable business risk profile, which incorporates S&P's belief that the company lacks scale and business diversity, and competes in some markets and service lines against some larger and better-financed competitors. "We now expect Harlan's 2012 operating results to fall short of our initial expectations, which assumed that the company would see stronger sales growth on a sequential and year-over-year basis in the second half of 2012. While the research models (RMS) segment performed in line with our expectations, Harlan's contract research services (CRS) segment had a very weak fourth quarter, reflecting ongoing demand weakness from pharmaceutical customers and operational missteps in the agrochemicals business. We now expect 2013 revenues to decline about 2.5%, reflecting another weak year for CRS and a product exit in RMS (absent the product exit, we think this business would be about flat). While we think EBITDA margins will improve about 100 basis points from 2012 levels due to cost savings actions begun in 2012, we expect that funds from operations to total debt will normalize in the mid- to high-single digits and that free operating cash flow will be negative in 2013 and minimal in 2014 due to heavy debt service requirements," S&P said. "Pro forma the refinancing, Harlan's leverage is unchanged at about 6.6x and we expect pro forma funds from operations to total debt to normalize in the mid-single digits, consistent with our assessment of a highly leveraged financial risk profile. Harlan's vulnerable business risk profile reflects its position as a smaller player in the preclinical segment of the contract research organization (CRO) business. In both its RMS and CRS business, it competes against larger and financially stronger companies, including Charles River Laboratories. Harlan lacks the economies of scale and business diversity that contribute to Charles River's fair business risk profile. While Harlan's RMS segment is a solid number two player in research models, its CRS segment is a small, niche player in contract research services, a market that we view as very competitive and subject to excess supply," S&P added. HARRISON, NJ: Moody's Lifts Rating on Obligation Bonds to 'Ba1' --------------------------------------------------------------- Moody's Investors Service has upgraded the Town of Harrison's (NJ) rating to Ba1 from Ba2 on $35.8 million of long-term general obligation bonds outstanding. The outlook is positive. Ratings Rationale: The upgrade to Ba1 reflects the town's improved financial flexibility, evidenced by positive fiscal 2012 unaudited financial results, augmented reserves and excess levy capacity above the property tax levy cap. This flexibility is particularly important as the town continues to face legal challenges, albeit to a lesser degree, from its largest tax payer, Red Bull Park, Inc. The positive outlook will consider the town's continued maintenance of financial flexibility as litigation with Red Bull Park remains ongoing. It will also factor in the adoption and execution of structurally sound budgets moving forward. Strengths - Tax Appeal Reserve of $4.1 million - Demonstrated support from state for cash flow financing efforts - Recent structural improvements to financial operations - Additional financial flexibility afforded by a levy cap bank of $4.2 million (as of the working 2013 budget) Challenges - Enterprise and development-related risk - Significant debt with high annual debt service - Ongoing uncertainties regarding Red Bull Park's appeal to recent court ruling - Short duration of improved financial operations Outlook The positive outlook reflects Moody's expectation that the Town of Harrison will continue to maintain sufficient financial flexibility as litigation with Red Bull Park Inc. remains ongoing. Future rating reviews will consider the adoption and execution of structurally sound budgets moving forward. What Could Move The Rating Up? - Maintenance of additional financial flexibility to offset potential liabilities associated with Red Bull litigation - Favorable adjudication of the Red Bull litigation - Continued collection of historical and projected developer PILOT payments and reimbursements - Sustained improvement in financial operations with growth in Current Fund balance and reduced reliance on cash flow borrowing What Could Move The Rating Down? - Limited future market access for cash flow borrowing or increased cash flow borrowing in relation to the budget - Unfavorable result from Red Bull appeal with detrimental financial result - Weakened financial operations - Future debt issuances that materially increase the town's debt burden - Further deterioration of the town's tax base The principal methodology used in this rating was General Obligation Bonds Issued by U.S. Local Governments published in October 2009. HEARTHSTONE HOMES: Wells Fargo to Get Sales Proceeds ---------------------------------------------------- Judge Thomas L. Saladino of the U.S. Bankruptcy Court for the District of Nebraska granted a motion for distribution of sales proceeds to Wells Fargo Bank, N.A. in the Chapter 11 case of Hearthstone Homes, Inc. On the date of its bankruptcy filing, Hearthstone was indebted to Wells Fargo pursuant to the terms of a December 10, 2010, promissory note in the amount of $17,500,000. The note was secured by a perfected security interest in, among other things, various real estate lots and the improvements. Wells Fargo's security interest included a modification to a deed of trust recorded against the real estate and improvements located at 6468 Elmhurst Drive, Omaha, Nebraska, on February 2, 2010. On March 6, 2012, Hearthstone filed a motion to sell three houses free and clear of liens, one of which was the Property. The motion requested that liens attach to the proceeds of the sale in the same priority as they attached to the real estate. Subsequently, the sale closed and the net proceeds of $157,983 are being held in escrow. The motion requests distribution of all such funds to Wells Fargo. Hiller Electric Company and Nelson Builders Inc. objected to the motion. Hiller Electric asserted various theories as to why the construction lien claimants should have priority over Wells Fargo's deed of trust lien. Alternatively, Hiller Electric argues that Wells Fargo should only have a prior lien for the amount of its "release price" for the subject lot. "Since the motion to sell was quite clear that liens would attach to the sale proceeds in the same order of priority as the liens attached to the real estate, and since this court has previously determined that Wells Fargo's deed of trust liens are prior and superior to Hiller Electric's construction lien claims, Wells Fargo's motion must be granted," ruled Judge Saladino. "The remaining proceeds from the sale of 6468 Elmhurst Drive, Omaha, Nebraska, currently held in escrow, less any amounts held for the benefit of the homeowner, will be distributed to Wells Fargo," he added. A copy of the Court's February 28, 2013 Order is available at http://is.gd/R7H6bAfrom Leagle.com. About Hearthstone Homes Hearthstone Homes, Inc., filed a Chapter 11 petition in Omaha, Nebraska (Bankr. D. Neb. Case No. 12-80348) on Feb. 24, 2012. ketv.com reported that Hearthstone Homes sought bankruptcy protection after a deal to sell the company fell through. Hearthstone Homes' principal business activities have been the purchase, development and sale of residential real property for 40 years. Chief Judge Thomas L. Saladino presides over the case. The Debtor is represented by Robert F. Craig, P.C. Hearthstone estimated assets and debts of $10 million to $50 million as of the Chapter 11 filing. Wells Fargo N.A., the primary lender, is represented by lawyers at Croker Huck Kasher DeWitt Anderson & Gonderinger LLC. The Official Committee of Unsecured Creditors was appointed on March 2, 2012. Gross & Welch, P.C., L.L.O., represents the Committee. On March 9, 2012, Wells Fargo Bank filed a motion to appoint a Chapter 11 trustee, saying the Debtor had no unencumbered assets, no cash, and no present source of income. On March 13, an order was entered granting the motion to appoint a Chapter 11 trustee. The U.S. Trustee, through consultation with creditors, selected C. Randel Lewis to be the Chapter 11 trustee, which was approved by the Court on March 21, 2012. HORIZON LINES: Pioneer Global Owns 83% Class A Shares at Dec. 31 ---------------------------------------------------------------- In an amended Schedule 13G filing with the U.S. Securities and Exchange Commission, Pioneer Global Asset Management S.p.A. (PGAM) and its affiliates disclosed that, as of Dec. 31, 2012, they beneficially own 125,264,987 shares of Class A Common Stock of Horizon Lines, Inc., representing 83.6% of the shares outstanding. Pioneer Global previously reported beneficial ownership of 5,733,439 Class A shares as of Dec. 31, 2011. A copy of the amended filing is available for free at http://is.gd/4P2eS1 About Horizon Lines Charlotte, N.C.-based Horizon Lines, Inc. (NYSE: HRZ) is the nation's leading domestic ocean shipping and integrated logistics company. The Company owns or leases a fleet of 20 U.S.-flag containerships and operates five port terminals linking the continental United States with Alaska, Hawaii, Guam, Micronesia and Puerto Rico. The Company provides express trans-Pacific service between the U.S. West Coast and the ports of Ningbo and Shanghai in China, manages a domestic and overseas service partner network and provides integrated, reliable and cost competitive logistics solutions. Horizon Lines reported a net loss of $229.41 million in 2011, a net loss of $57.97 million in 2010, and a net loss of $31.27 million in 2009. The Company's balance sheet at Sept. 23, 2012, showed $620.50 million in total assets, $617.47 million in total liabilities and $3.02 million in total stockholders' equity. Refinancing The Company was not in compliance with the maximum senior secured leverage ratio and the minimum interest coverage ratio under its Senior Credit Facility at the close of its third fiscal quarter ended Sept. 25, 2011. Non-compliance with these financial covenants constituted an event of default, which could have resulted in acceleration of the maturity. None of the indebtedness under the Senior Credit Facility or Notes was accelerated prior to the completion of a comprehensive refinancing on Oct. 5, 2011. The Senior Credit Facility and 99.3% of the 4.25% Convertible Senior Notes were repaid as part of the refinancing. In addition, as a result of the completion of the refinancing, the short-term obligations under the Senior Credit Facility, the Notes and the Bridge Loan have been classified as long-term debt. As a result of the efforts to refinance the Company's debt and the 2011 amendments to the Senior Credit Facility, the Company paid $17.3 million in financing costs and recorded a loss on modification of debt of $0.6 million during 2011. * * * In June 2012, Moody's Investors Service affirmed Horizon Lines, Inc.'s Corporate Family Rating (CFR) and Probability of Default Rating ("PDR") at Caa2 and removed the LD ("Limited Default") designation from the rating in recognition of the conversion to equity of the $228 million of Series A and Series B Convertible Senior Secured notes due in October 2017 ("Notes"). Moody's said the affirmation of the Corporate Family and Probability of Default ratings considers that total debt has been reduced by the conversion of the Notes, but also recognizes the significant operating challenges that the company continues to face. HOSTESS BRANDS: Withdraws Cash Motion as Per Stipulation -------------------------------------------------------- Hostess Brands, Inc., et al., notified the U.S. Bankruptcy Court for the Southern District of New York that they had withdrawn their motion for permission to use of ACE American Insurance Company's cash collateral nunc pro tunc as of Nov. 1, 2012. According to the Debtors, the withdrawal is pursuant to paragraph 5 of the Second ACE stipulation. The Debtors noted that on Jan. 17, 2013, the Court entered the stipulation and agreed order providing for and approving the settlement of the motion of Debtors for entry of an order permitting the debtors to use cash collateral of ACE American Insurance Company. The Second ACE Stipulation (a) resolved the issues between the Debtors and ACE presented by the motion; (b) adjourned the hearing on the motion to March 19, 2013; and (c) contemplated the Debtors' withdrawal of the Motion once the Second ACE Stipulation had become a final order not subject to appeal after the expiration of all applicable appeal periods. The Second ACE Stipulation became a final order on Jan. 31, 2013. 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. Hostess 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 2012 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 was expected to be completed in one year. The first auction will take place Feb. 28 where the initial bid of $390 million for most of the bread business will be made by Flowers Foods Inc. March 13 will be the auction for the snack cake business where the opening bid of $410 million cash will come from affiliates of Apollo Global Management LLC and C. Dean Metropoulos & Co. The major sales will close out on March 15 with an auction to learn if $56.35 million is the most to be earned from selling some of the remaining bread businesses and the Drakes cakes operation. HOWREY LLP: Appeal Taken in Dispute v. Paul Alexander et al. ------------------------------------------------------------ On Jan. 28, 2013, a Notice of Appeal was filed in Howrey LLP Bankruptcy Case No. 11-31376, Chapter 11, Honorable Dennis Montali. The transmittal of the record was received by the District Court and filed Jan. 31, 2013. On Feb. 4, 2013, a Notice of Appeal was filed in Howrey Claims, LLC v. Paul Alexander et al., Case No. 12-3155, Honorable Dennis Montali. The transmittal of the record was received by the Court and inadvertently filed by the Clerk of the Court in the case on Feb. 7, 2013. In a March 4, 2013 Order, District Judge Saundra Brown Armstrong directed the Clerk of Court to open a new case for the Notice of Appeal filed in Howrey Claims, LLC v. Paul Alexander et al., Case No. 12-3155, Honorable Dennis Montali. The appeal before the District Court is, In re HOWREY LLP, Debtor, Case No. C 13-00449 SBA (N.D. Cal.). A copy of the Court's ruling is available at http://is.gd/AeVwpRfrom Leagle.com. About Howrey LLP Three creditors filed an involuntary Chapter 7 petition (Bankr. N.D. Calif. Case No. 11-31376) on April 11, 2011, against the remnants of the Washington-based law firm Howrey LLP. The filing was in San Francisco, where the firm had an office. The firm previously was known as Howrey & Simon and Howrey Simon Arnold & White LLP. The firm at one time had more than 700 lawyers in 17 offices. The partners voted to dissolve in March 2011. The firm specialized in antitrust and intellectual-property matters. The three creditors filing the involuntary petition together have $36,600 in claims, according to their petition. The involuntary chapter 7 petition was converted to a chapter 11 case in June 2011 at the request of the firm. In its schedules filed in July, the Debtor disclosed assets of $138.7 million and liabilities of $107.0 million. Representing Citibank, the firm's largest creditor, is Kelley Cornish, Esq., a partner at Paul, Weiss, Rifkind, Wharton & Garrison. Representing Howrey is H. Jason Gold, Esq., a partner at Wiley Rein. The Official Committee of Unsecured Creditors is represented in the case by Bradford F. Englander, Esq., at Whiteford, Taylor And Preston LLP. In September 2011, Citibank sought conversion of the Debtor's case to Chapter 7 or, in the alternative, appointment of a Chapter 11 Trustee. The Court entered an order appointing a Chapter 11 Trustee. In October 2011, Allan B. Diamond was named as Trustee. HRAF HOLDINGS: Western Rock Has No Valid Lien on Cash Proceeds -------------------------------------------------------------- In the lawsuit, HRAF HOLDINGS, LLC, and HARBOR REAL ASSET FUND, LP Plaintiffs, v. GOODWORK CONSTRUCTION, INC., a Utah Corporation, and STAKER & PARSON COMPANIES, d/b/a WESTERN ROCK PRODUCTS, a Utah Corporation, Defendants, Adv. Proc. No. 13-02030 (Bankr. D. Utah), the Bankruptcy Court ruled that Western Rock does not hold a valid and enforceable lien or interest in the cash proceeds; and the Reorganized Debtor's interests in and to the Cash Proceeds is superior in right and priority to any and all interests claimed by Western Rock. A copy of the Court's March 4, 2013 Order is available at http://is.gd/LoMhDHfrom Leagle.com. On Jan. 12, 2012, Judge R. Kimball Mosier confirmed the First Amended Plan of Reorganization filed jointly by HRAF Holdings and Harbor Real Asset Fund. The Plan was filed Sept. 26, 2011. The Dec. 5, 2011 edition of the Troubled Company Reporter outlined the terms of the Plan. Through the Joint Plan, the Debtors intend to substantively consolidate their assets and liabilities and to then repay creditors in full with the proceeds of the liquidation of their assets, while preserving the pre-confirmation priorities of creditors and interest holders. The Reorganized Debtor may, but is not required to, formalize the consolidation of HRAF and Harbor by filing articles of merger, articles of dissolution or other corporate filings, as the Reorganized Debtor may determine in its sole discretion. Since the Petition Date, HRAF has sold certain real property owned by it as of the Petition Date for the aggregate purchase price of $3,097,500, and currently is holding $2,579,696 in its bank accounts. The Debtors propose to liquidate their remaining real estate holdings and other assets in an orderly process designed to maximize returns to all stakeholders. The Reorganized Debtor will pay in full the claim of Loan Acquisitions Group LLC no later than Sept. 9, 2015, and the Reorganized Debtor also will make an initial distribution to LAG and other unsecured creditors of HRAF, if any, within 30 days after the Effective Date. Other secured creditors (primarily real estate taxing authorities) will be paid in full either (a) at the closing of the sales of the Reorganized Debtor's real property assets, or (b) on the first Interim Distribution Date following the closing of a sale of property upon which they hold a lien. Holders of Class 2 Allowed General Unsecured Claims as against HRAF will be paid the full amount of their claim as of the Petition Date, but will not be paid post-petition interest on their Claims. Holders of Class 23 Allowed General Unsecured Claims as against Harbor will be paid the full amount of their claim as of the Petition Date to the extent the Reorganized Debtor has sufficient cash remaining after distributions to the holders of Secured Claims and Priority Claims. The holders of Allowed Class 23 Claims will not be paid post-petition interest on their Claims. A copy of the First Amended Plan is available for free at: http://bankrupt.com/misc/hraf.firstamendedplan.pdf About HRAF Holdings Midvale, Utah-based HRAF Holdings, LLC, filed for Chapter 11 bankruptcy protection (Bankr. D. Utah Case No. 10-32433) on Sept. 9, 2010. HRAF disclosed $18,423,000 in assets and $10,989,436 in liabilities as of the Chapter 11 filing. Michael R. Johnson, Esq., at Ray Quinney & Nebeker P.C., in Salt Lake City, represented HRAF Holdings, LLC. Affiliate Harbor Real Asset Fund L.P. filed for Chapter 11 bankruptcy protection (Bankr. D. Utah Case No. 10-32436) on Sept. 9, 2010. George Hofmann, Esq., Matthew M. Boley, Esq., and Steven C. Strong, Esq., at Parsons Kinghorn Harris, in Salt Lake City, represented Harbor Real Asset Fund, LP. The two cases are consolidated and jointly administered under the case of HRAF. The U.S. Trustee for Region 19 had sought dismissal of the Chapter 11 case of HRAF Holdings and Harbor or, in the alternative, conversion of the Debtors' case to Chapter 7 proceedings. IMPLANT SCIENCES: Maturity of DMRJ Debt Extended Until 2014 ----------------------------------------------------------- Implant Sciences Corporation has renegotiated its credit agreements with its senior secured investor, DMRJ Group LLC. On Feb. 28, 2013, Implant Sciences concluded an agreement with DMRJ to extend the maturity of all remaining Implant Sciences' indebtedness by one year, to March 31, 2014. In addition, DMRJ has converted $12 million of currently outstanding indebtedness under the Company's $23 million line of credit into a senior secured convertible promissory note that is convertible into a new Series I Convertible Preferred Stock. The Series I Convertible Preferred Stock is convertible into Implant Sciences' common stock at a price of $1.18 per share. This conversion is in addition to the September 2012 amendment under which DMRJ converted $12 million of indebtedness under the line of credit into a Series H Convertible Preferred Stock, which is itself convertible into common stock at $1.09 per share. In addition, DMRJ's rights, under certain circumstances, to require the Company to repurchase any shares of Series H Preferred Stock that may be issued, have been eliminated. Finally, the March 2009 senior convertible note, plus accrued and unpaid interest, may, at DMRJ's option, be converted by DMRJ into a new Series J Convertible Preferred Stock. The amendments affecting the March 2009 note do not affect the rate at which the March 2009 note is ultimately convertible into common stock. DMRJ Managing Director David Levy commented, "The shipment of the India Ministry of Defence order and the approval of the QS-B220 by the Transportation Security Administration are significant steps in establishing Implant Sciences as a leader in the trace detection industry. We are very pleased at the progress they have made, and are proud to support them in the fight against terrorism." "DMRJ has been a true partner in our efforts to establish Implant Sciences as a market leader in the homeland security and defense market," Implant Sciences' President and CEO, Glenn D. Bolduc, added. "The confidence DMRJ has in Implant Sciences is explicit with this one year extension and conversion of a portion of the line of credit into a convertible note. The agreements substantially improve the Company's ability to build upon our recent successes." Detailed information on additional terms of the extension can be found in the Company's Report on Form 8-K, a copy of which is available for free at http://is.gd/wQjTad A copy of the Tenth Amendment is available for free at: http://is.gd/cE7mIp About Implant Sciences Implant Sciences Corporation (OBB: IMSC.OB) -- http://www.implantsciences.com/-- develops, manufactures and sells sensors and systems for the security, safety and defense (SS&D) industries. Marcum LLP, in Boston, Massachusetts, 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 net losses and continues to experience negative cash flows from operations. As of Sept. 25, 2012, the Company's principal obligation to its primary lender was $33,429,000 with accrued interest of $3,146,000. The Company is required to repay all borrowings and accrued interest to this lender on March 31, 2013. These conditions raise substantial doubt about its ability to continue as a going concern. The Company's balance sheet at Dec. 31, 2012, showed $4.67 million in total assets, $42.17 million in total liabilities and a $37.50 million total stockholders' deficit. Bankruptcy Warning "Despite our current sales, expense and cash flow projections and $3,562,000 in cash available from our line of credit with DMRJ at December 31, 2012, we will require additional capital in the third quarter of fiscal 2013 to fund operations and continue the development, commercialization and marketing of our products. Our failure to achieve our projections and/or obtain sufficient additional capital on acceptable terms would have a material adverse effect on our liquidity and operations and could require us to file for protection under bankruptcy laws," the Company said in its quarterly report for the period ended Dec. 31, 2012. INNER HARBOR: $1.2B Baltimore Project Developer Granted Ch. 11 -------------------------------------------------------------- Natalie Rodriguez of BankruptcyLaw360 reported that a Baltimore bankruptcy judge granted Chapter 11 protection on Monday to the owner of a waterfront property slated for a $1.2 billion development that has stalled and also faces foreclosure proceedings over a loan secured by the land. The report related that with the order, Judge Robert A. Gordon granted Inner Harbor West LLC's request to convert an involuntary Chapter 7 case launched by Dixie Construction Co. and land-use law firm C. Frye Associates LLC. A meeting of the creditors is scheduled for April 10, the report also related. About Inner Harbor Inner Harbor West LLC became the subject of a Chapter 7 involuntary bankruptcy petition filed by two creditors: C. Frye Associates, LLC, and Dixie Construction. The involuntary Chapter 7 bankruptcy case, filed on Feb. 8, 2013, is assigned Bankr. D. Md. Case No. 13-12198. Jeffrey M. Sirody, Esq., represents Inner Harbor West in the bankruptcy case. The petitioning creditors are represented by Marc A. Ominsky, Esq., at The SOS Law Group, in Columbia, Maryland. INTEGRATED FREIGHT: Asher Discloses 9.9% Equity Stake at March 4 ---------------------------------------------------------------- In a Schedule 13G filing with the U.S. Securities and Exchange Commission, Asher Enterprises, Inc., disclosed that, as of March 4, 2013, it beneficially owns 3,843,361 shares of common stock of Integrated Freight Corporation representing 9.99% based on the total of 38,472,089 outstanding shares of Common Stock. A copy of the filing is available at http://is.gd/vukwzG About Integrated Freight Integrated Freight Corporation, formerly PlanGraphics, Inc., (OTC BB: IFCR) -- http://www.integrated-freight.com/-- is a Sarasota, Florida headquartered motor freight company providing long-haul, regional and local service to its customers. The Company specializes in dry freight, refrigerated freight and haz-waste truckload services, operating primarily in well-established traffic lanes in the upper mid-West, Texas, California and the Atlantic seaboard. IFCR was formed for the purpose of acquiring and consolidating operating motor freight companies. On Aug. 19, 2010, at a special stockholders' meeting the Company approved a reverse stock split, a relocation of its State of Incorporation to Florida and a change of its name to Integrated Freight Corporation. The Company's name change and State of Incorporation have been approved and are effective as of Aug. 18, 2010. The reverse stock split has been approved but is not effective as of the date of this filing. The Company ended fiscal 2011 with a net loss of $7.76 million on $18.82 million of revenue and fiscal 2010 with a net loss of $3.14 million on $17.33 million of revenue. The Company's balance sheet at Dec. 31, 2011, showed $11.70 million in total assets, $26.29 million in total liabilities and a $14.58 million total stockholders' deficit. In the auditors' report accompanying the financial statements for year ended March 31, 2011, Sherb & Co., 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 suffered recurring losses and has a negative working capital position and a stockholders' deficit. INTERLEUKIN GENETICS: Inks Preferred Participation Pact with RHSC ----------------------------------------------------------------- Interleukin Genetics, Inc., entered into a Preferred Participation Agreement with Renaissance Health Service Corporation, for itself and on behalf of certain of its affiliates and subsidiaries. Pursuant to the Agreement, affiliates of RHSC have agreed to reimburse the Company a fixed price for each PST(R) genetic test that the Company processes for a customer of certain affiliates of RHSC. In addition, if, during the term of the Agreement, the Company offers the PST(R) test to any other person or party for a lower price, that lower price will then be applicable to tests processed for a customer of certain affiliates of RHSC for the remainder of the term of the Agreement. The pricing arrangement is subject to the satisfaction of certain milestones, including that: (i) within a specified timeframe, RHSC affiliates must develop and offer dental benefit plans for which a significant portion of that affiliate's clients are eligible that provides for use of the PST(R) test and reimbursement of the test at the agreed upon price; and (ii) prior to a specified date, RHSC affiliates will have sold policies for Reimbursed Dental Plans for the year starting Jan. 1, 2014. The Company has agreed that for a one year period starting on the date on which RHSC affiliates first offer a Reimbursed Dental Plan, the Company will make the PST(R) test available solely to RHSC affiliates and not to any other third party or person. The Agreement has a term of three years beginning on Feb. 25, 2013, but may be terminated earlier (i) upon the mutual written agreement of the Company and RHSC, (ii) if either party becomes the subject of bankruptcy, insolvency, liquidation or other similar proceedings, or (iii) in the event of an uncured breach of the Agreement by either party. The timing of any revenues that the Company may receive under this Agreement is dependent upon the timing of the offering of Reimbursed Dental Plans, which timing is very uncertain at this time. The Company does not expect to receive any significant revenues under this Agreement until the first quarter of 2014 at the earliest, and the timing of any such revenues may be substantially later. On June 29, 2012, the Company entered into a Stock Purchase Agreement with an affiliate of RHSC, pursuant to which the Company sold 500,000 shares of Series B convertible preferred stock, $0.001 par value per share, to that affiliate at a purchase price of $6.00 per share. Pursuant to the terms of the Purchase Agreement and of the Series B Stock, Goran Jurkovic, the Chief Financial Officer of RHSC, was elected as a director of the Company. About Interleukin Waltham, Mass.-based Interleukin Genetics, Inc., is a personalized health company that develops unique genetic tests to provide information to better manage health and specific health risks. Following the Company's financial results for the year ended Dec. 31, 2011, Grant Thornton LLP, in Boston, Massachusetts, expressed substantial doubt about Interleukin Genetics' ability to continue as a going concern. The independent auditors noted that the Company incurred a net loss of $5.02 million during the year ended Dec. 31, 2011, and, as of that date, the Company's current liabilities exceeded its current assets by $12.27 million and its total liabilities exceeded total assets by $11.4 million. The Company reported a net loss of $5.0 million for 2011, compared with a net loss of $6.0 million for 2010. The Company's balance sheet at Sept. 30, 2012, showed $3.50 million in total assets, $15.96 million in total liabilities, all current, and a $12.45 million total stockholders' deficit. ISTAR FINANCIAL: Enters Into $1.7 Billion Credit Agreement ---------------------------------------------------------- iStar Financial Inc. entered into a $1.707 billion senior secured credit facility due Oct. 15, 2017, that amends and restates its $1.82 billion senior secured credit facility due Oct. 15, 2017, dated Oct. 15, 2012. JPMorgan Chase Bank, N.A., acted as administrative agent, Barclays Bank PLC, acted as syndication agent, Bank of America, N.A., acted as documentation agent, and J.P. Morgan Securities LLC and Barclays Bank PLC acted as joint physical bookrunners and, together with Merrill Lynch, Pierce, Fenner & Smith Incorporated., as joint lead arrangers and bookrunners, of the New Credit Facility. The New Credit Facility amends the Original Credit Facility by: (i) reducing the interest rate from LIBOR plus 4.5%, with a 1.25% LIBOR floor, to LIBOR plus 3.50%, with a 1.00% LIBOR floor; and (ii) extending the call protection period for the lenders from Oct. 15, 2013, to Dec. 31, 2013. A copy of the Credit Agreement is available for free at: http://is.gd/260HeE About iStar Financial New York-based iStar Financial Inc. (NYSE: SFI) provides custom- tailored investment capital to high-end private and corporate owners of real estate, including senior and mezzanine real estate debt, senior and mezzanine corporate capital, as well as corporate net lease financing and equity. The Company, which is taxed as a real estate investment trust, provides innovative and value added financing solutions to its customers. The Company reported a net loss of $25.69 million in 2011, compared with net income of $80.20 million in 2010. iStar Financial's balance sheet at Sept. 30, 2012, showed $6.94 billion in total assets, $5.52 billion in total liabilities, $14.20 million in redeemable noncontrolling interests, and $1.40 billion in total equity. * * * In March 2012, Fitch affirmed the company's 'B-' issuer default rating. The IDR affirmation is based on a manageable debt maturity profile of the company, pro forma for the recently- consummated secured financing that extends certain of the company's debt maturities, relieving the overhang of significant unsecured debt maturities in 2012 and 2013. While this 2012 financing does not reduce the amount of total debt outstanding, the company's debt maturity profile is more manageable over the next two years, with only 48% of debt maturing pro forma, down from 61%. Given the mild improvement in commercial real estate fundamentals and value stabilization, the company's loan and real estate owned portfolio performance will likely improve going forward, which should increase the company's ability to repay upcoming indebtedness. As reported by the TCR on Oct. 5, 2012, Standard & Poor's Ratings Services affirmed its 'B+' long-term issuer credit rating on iStar Financial Inc. In October 2012, Moody's Investors Service upgraded the corporate family rating to B2 from B3. The current rating reflects the REIT's success in extending near term debt maturities and improving fundamentals in commercial real estate. The ratings on the October 2012 senior secured credit facility takes into account the asset coverage, the size and quality of the collateral pool, and the term of facility. J & B PROPERTY: Voluntary Chapter 11 Case Summary ------------------------------------------------- Debtor: J & B Property Management, LLC 5411 Jackwood Drive San Antonio, TX 78238 Bankruptcy Case No.: 13-50538 Chapter 11 Petition Date: March 4, 2013 Court: U.S. Bankruptcy Court Western District of Texas (San Antonio) Judge: Ronald B. King Debtor's Counsel: William R. Davis, Jr., Esq. LANGLEY & BANACK, INC. 745 E. Mulberry Avenue, Suite 900 San Antonio, TX 78212 Tel: (210) 736-6600 Fax: (210) 735-6889 E-mail: wrdavis@langleybanack.com Estimated Assets: $0 to $50,000 Estimated Debts: $1,000,001 to $10,000,000 The Company's list of its largest unsecured creditors filed with the petition does not contain any entry. The petition was signed by James L. Rizzuto, managing member. J.C. PENNEY: Board Said to Be Mulling Sale, Replacing CEO --------------------------------------------------------- The Wall Street Journal's Dana Mattioli reports that people familiar with the matter said members of J.C. Penney Co.'s board will consider selling the company or replacing the chief executive if a deep drop in sales can't be reversed this year. The group includes activist hedge-fund manager William Ackman, who as Penney's largest shareholder was instrumental in establishing Ron Johnson as CEO. According to WSJ, one of the people familiar with the board's thinking said Penney's board is closely evaluating sales and merchandising results over the next six months. The Joe Fresh boutiques will open later this month. In May, Penney's makeover to its home department will be complete. The board is hoping these two new additions, combined with the reintroduction of regular discounts, could kick start results, the person said. The people familiar with the matter told WSJ that if sales continue to falter through the year, the board will consider other options, including replacing Mr. Johnson or even attempting to sell the 110-year-old department-store chain. According to WSJ, the development follows a dismal first year under Mr. Johnson's leadership and comes as fellow activist Steven Roth's Vornado Realty Trust, Penney's second largest shareholder, on Monday dumped more than 40% of its stake. The report notes the board has 10 members aside from the CEO. Mr. Johnson didn't respond to a request for comment. Penney declined to comment. Plano, Texas-based J.C. Penney Company, Inc. is one of the U.S.'s largest department store operators with about 1,100 locations in the United States and Puerto Rico. Revenues are about $14 billion. The Company carries Moody's Investors Service's B3 Corporate Family Rating with negative outlook. Early in March 2013, Standard & Poor's Ratings Services lowered its corporate credit rating on Penney to 'CCC+' from 'B-'. The outlook is negative. At the same time, S&P lowered the issue- level rating on the company's unsecured debt to 'CCC+' from 'B-' and maintained its '3' recovery rating on this debt, indicating S&P's expectation of meaningful (50% to 70%) recovery for debtholders in the event of a payment default. "The downgrade reflects the performance erosion that has accelerated throughout the previous year and seems likely to persist over the next 12 months," explained Standard & Poor's credit analyst David Kuntz. At the same time, Fitch Ratings downgraded the Company's Issuer Default Ratings to 'B-' from 'B'. The Rating Outlook is Negative. The rating downgrades reflect Fitch's concerns that there is a lack of visibility in terms of the Company's ability to stabilize its business in 2013 and beyond after a precipitous decline in revenues leading to negative EBITDA of $270 million in 2012. Penney, Fitch said, will need to tap into additional funding to cover a projected FCF shortfall of $1.3 billion to $1.5 billion in 2013, which could begin to strain its existing sources of liquidity. In February 2013, Penney received a notice of default from a law firm representing more than 50% of its 7.4% Debentures due 2037. The Company has filed a lawsuit in Delaware Chancery Court seeking to block efforts by the bondholder group to declare a default on the 2037 bonds. Penney also asked lawyers at Brown Rudnick LLP to identify the investors they represent. JET PLASTICA: MCG Gets $11 Mil. in Payment Following Liquidation ---------------------------------------------------------------- MCG Capital Corporation on March 5 disclosed that in April 2012, Jet Plastica Investors, LLC liquidated substantially all of its assets. Including the proceeds from the liquidation, the Company received $11.0 million in payments on its senior debt resulting in a $90.8 million realized loss and a $91.3 million reversal of unrealized depreciation in the second quarter of 2012. The disclosure was made in MCG Capital's earnings release for the fourth quarter and year ended December 31, 2012. KAR AUCTION: Term Loan Amendments No Impact on Moody's 'B1' CFR --------------------------------------------------------------- Moody's Investor Service said that KAR Auction Services, Inc.'s proposed amendment to its first lien credit agreement has no impact on the B1 Corporate Family Rating, SGL-2 Speculative Grade Liquidity Rating or stable ratings outlook; however, the amendment is credit positive as it improves KAR's debt maturity profile while reducing annual interest expense. Headquartered in Carmel, Indiana, KAR is a leading provider of vehicle auction services in North America. The company provides whole car auction services (dba ADESA), salvage auction services (dba Insurance Auto Auctions, or IAAI), and floorplan financing (dba Automotive Finance Corporation, or AFC). In 2012, KAR (ticker: KAR) reported revenues of nearly $2 billion. LEHMAN BROTHERS: $2.8-Billion in Claims Changed Hands in January ---------------------------------------------------------------- Claims filed against the bankrupt estate of Lehman Brothers Holdings Inc. traded the most and had the highest total face value in January, according to a report by SecondMarket. The report said 357 LBHI claims with a total value of $2,825,562,320 traded in January. In December, almost 500 claims totaling $4,047,258,302 filed in the Chapter 11 cases of LBHI were traded. For the year 2012, LBHI recorded 11,553 claims totaling $39,226,262,604 that were traded. Since its Petition Date, LBHI recorded 20,620 claims totaling $104,659,704,023 that were traded. LBHI's brokerage firm, Lehman Brothers Inc., recorded 156 claims totaling $8,943,291,639 that were traded since it liquidated its assets in September 2008. Linda Sandler, writing for Bloomberg News, reported that court filings showed Goldman Sachs Group Inc. units bought hundreds of millions of dollars in claims against LBHI. The Bloomberg report said that among the largest trades were by Elliott Management Corp. units and Empyrean Investments LLC, according to the filings, made mostly over the last weekend of February. The report noted that the former investment bank has so far paid creditors about 9 cents on the dollar, out of the average of 18 cents on the dollar it has said it might raise by about 2016. The next payment is due on April 4. 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. LIGHTSQUARED INC: Asks Court to Approve Rincon Agreement -------------------------------------------------------- LightSquared Inc. asks the U.S. Bankruptcy Court for the Southern District of New York to approve a consignment agreement between its subsidiaries and Rincon Technology Inc. The agreement calls for the transfer of certain equipment owned by LightSquared Network LLC and LightSquared Corp. to Rincon for marketing and resale to third parties. The equipment was acquired by the companies for LightSquared's 4G LTE network. Under the deal, Rincon will determine the resale price for the equipment. The company must provide, however, a guaranteed minimum cash price of $570,000 to LightSquared Network and $250,000 to LightSquared Corp. For all equipment sold, Rincon will get 35% of the net proceeds while the LightSquared subsidiaries will get 65%. LightSquared will retain title to the property until it is purchased by Rincon for resale to a third party. The sale is expected to generate between $1 million and $2 million, LightSquared said in a March 5 court filing. A copy of the consignment agreement is available for free at http://is.gd/hQhn5A A court hearing is scheduled for March 19. Objections are due by March 12. About LightSquared Inc. LightSquared Inc. and 19 of its affiliates filed Chapter 11 bankruptcy petitions (Bankr. S.D.N.Y. Lead Case No. 12-12080) on May 14, 2012, to resolve regulatory issues that have prevented it from building its coast-to-coast integrated satellite 4G wireless network. LightSquared had invested more than $4 billion to deploy an integrated satellite-terrestrial network. In February 2012, however, the U.S. Federal Communications Commission told LightSquared the agency would revoke a license to build out the network as it would interfere with global positioning systems used by the military and various industries. In March 2012, the Company's partner, Sprint, canceled a master services agreement. LightSquared's lenders deemed the termination of the Sprint agreement would trigger cross-defaults under LightSquared's prepetition credit agreements. LightSquared and its prepetition lenders attempted to negotiate a global restructuring that would provide LightSquared with liquidity and runway necessary to resolve its issues with the FCC. Despite working diligently and in good faith, however, LightSquared and the lenders were not able to consummate a global restructuring on terms acceptable to all interested parties. Lawyers at Milbank, Tweed, Hadley & McCloy LLP serve as counsel to the Debtors. Alvarez & Marsal North America, LLC, is the financial advisor. Kurtzman Carson Consultants LLC serves as claims and notice agent. LOCATION BASED TECHNOLOGIES: Sees $700,000 Revenues in Fiscal Q3 ---------------------------------------------------------------- Location Based Technologies Inc. released a letter to its shareholders from CEO, Dave Morse which discloses the following information: * Combined revenues for the Company's fiscal Q1 and Q2 will exceed $800,000, and Q2 will be a record quarter for the Company. * The Company expects revenues for fiscal Q3 to exceed $700,000. * The Company will sell its 20,000th device in March. * The PF-886 has passed its testing with the military and the Company could begin receiving orders as soon as this summer. * The Company believes that AT&T and EE may place additional orders for products. * The Company expects to launch its PocketFinder in Asia this summer. * Within the next 12 months, the Company anticipates will likely be selling devices in the following countries: Ecuador, Columbia, Chile, China, the UK, South Africa, Australia, New Zealand and Parts of Western and Eastern Europe. A copy of the letter is available for free at http://is.gd/Y9esVD About Location Based Technologies Irvine, Calif.-based Location Based Technologies, Inc., designs, develops, and sells leading-edge personal locator devices and services. Comiskey & Company, the Company's independent registered public accounting firm, included an explanatory paragraph in its report on the Company's financial statements for the fiscal year ended Aug. 31, 2012, which expresses substantial doubt about the Company's ability to continue as a going concern. The independent auditors noted that the Company has incurred recurring losses since inception and has an accumulated deficit in excess of $45,000,000. There is minimal sales history for the Company's products, which are new to the marketplace. The Company's balance sheet at Nov. 30, 2012, showed $4.72 million in total assets, $7.35 million in total liabilities, and a $2.62 million total stockholders' deficit. LODGENET INTERACTIVE: Financing Approval Sought ----------------------------------------------- BankruptcyData reported that LodgeNet Interactive filed with the U.S. Bankruptcy Court a motion to (i) enter into the commitment letter and fee letter in connection with proposed exit financing consisting of a $20 million senior revolving credit exit facility from Bank of America. The loan will bear interest at 1, 2 or 3- month LIBOR plus 225 basis points or Base Rate plus 125 basis points, at the election of the Debtors, the report related. The Court scheduled a March 7, 2013 hearing on the matter. About LodgeNet Sioux Falls, South Dakota-based LodgeNet Interactive Corporation (Nasdaq: LNET) -- http://www.lodgenet.com/-- provides interactive media and connectivity services to hospitality and healthcare businesses and the consumers they serve. Recently named by Advertising Age as one of the Leading 100 US Media Companies, LodgeNet Interactive serves roughly 1.5 million hotel rooms worldwide in addition to healthcare facilities throughout the United States. As of Sept. 30, 2012, LodgeNet, on a consolidated basis, reported $292 million in assets and $449 million in liabilities. LodgeNet Interactive and its affiliates sought Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 13-10238) on Jan. 27, 2013, with a prepackaged Chapter 11 plan of reorganization. The plan extends the maturity date and modifies a $332.6 million term loan and $21.5 million revolver. Colony Capital, LLC, is acquiring 100% of the new shares of the reorganized company for $60 million. Weil, Gotshal & Manges LLP serves as counsel to the Debtors; Leonard Street and Deinard is the co-counsel; Miller Buckfire & Co., LLC and Moorgate Bankers are the investment banker; FTI Consulting, Inc. is the financial advisor; and Kurtzman Carson Consultants is the claims and notice agent. LODGENET INTERACTIVE: D.E. Shaw Owns 1% Equity Stake at Dec. 31 --------------------------------------------------------------- In an amended Schedule 13G filing with the U.S. Securities and Exchange Commission, D. E. Shaw & Co., L.P., and David E. Shaw disclosed that, as of Dec. 31, 2012, they beneficially own 413,231 shares of common stock of LodgeNet Interactive Corporation representing 1.5% of the shares outstanding. A copy of the filing is available for free at http://is.gd/o12sQc About LodgeNet Sioux Falls, South Dakota-based LodgeNet Interactive Corporation (Nasdaq: LNET) -- http://www.lodgenet.com/-- provides interactive media and connectivity services to hospitality and healthcare businesses and the consumers they serve. Recently named by Advertising Age as one of the Leading 100 US Media Companies, LodgeNet Interactive serves roughly 1.5 million hotel rooms worldwide in addition to healthcare facilities throughout the United States. As of Sept. 30, 2012, LodgeNet, on a consolidated basis, reported $292 million in assets and $449 million in liabilities. LodgeNet Interactive and its affiliates sought Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 13-10238) on Jan. 27, 2013, with a prepackaged Chapter 11 plan of reorganization. The plan extends the maturity date and modifies a $332.6 million term loan and $21.5 million revolver. Colony Capital, LLC, is acquiring 100% of the new shares of the reorganized company for $60 million. Weil, Gotshal & Manges LLP serves as counsel to the Debtors; Leonard Street and Deinard is the co-counsel; Miller Buckfire & Co., LLC and Moorgate Bankers are the investment banker; FTI Consulting, Inc. is the financial advisor; and Kurtzman Carson Consultants is the claims and notice agent. LYON WORKSPACE: Locker Maker Schedules April 15 Auction ------------------------------------------------------- Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that Lyon Workspace Products LLC goes up for auction on April 15 under procedures approved last week by the bankruptcy court in Chicago. The Debtor currently has no buyer under contract. According to the report, the auction is coming off almost a month later than the company wanted when filing for Chapter 11 protection on Jan. 19. Anyone intending to be the stalking horse must submit an offer by March 21. Otherwise, initial bids are due April 4, followed by an April 15 auction and a hearing on April 16 for approval of the sale. About Lyon Workspace Lyon Workspace Products, L.L.C. and seven affiliates sought Chapter 11 protection (Bankr. N.D. Ill. Lead Case No. 13-2100) on Jan. 19, 2012. Lyon Workspace -- http://www.lyonworkspace.com/-- is a manufacturer and supplier of locker and storage products. It has 400 full-time employees, 53% of whom are salaried employees. The weekly payroll is $200,000. Eight percent of the employees are members of the Local Union No. 1636 of the United Steelworkers of America, A.F.L.-C.I.O. Attorneys at Perkins Coie LLP serve as counsel to the Debtors. Kurtzman Carson Consultants LLC is the claims and notice agent. M/I HOMES: Fitch Rates Proposed $50MM Sr. Subordinated Notes 'CCC' ------------------------------------------------------------------ Fitch Ratings has affirmed the ratings for M/I Homes, Inc. (NYSE: MHO), including the company's Issuer Default Rating (IDR) at 'B'. The Rating Outlook is Stable. Fitch has also assigned a 'CCC+/RR6' rating to MHO's proposed offering of $50 million convertible senior subordinated notes due 2018. These notes will be subordinated in right of payment to the company's existing and future senior debt, including the company's revolving credit facility and senior unsecured notes. The company also announced the proposed concurrent public offering of 2.14 million shares of its common stock. MHO intends to use up to $50 million of the net proceeds from the offerings to redeem a portion of its outstanding 9.75% Series A Preferred Shares. The balance of the net proceeds will be used for general corporate purposes, which may include acquisitions of land, land development, home construction, repayment of debt or the payment of dividends on, or further redemptions of, its 9.75% Series A Preferred Shares. KEY RATING DRIVERS MHO's ratings and Outlook reflect the company's execution of its business model in the current housing environment, management's demonstrated ability to manage land and development spending, healthy liquidity position and the improving industry outlook for 2013 and 2014. LIQUIDITY AND LAND STRATEGY MHO successfully managed its balance sheet during the severe housing downturn, allowing the company to accumulate cash and pay down its debt as it pared down its inventory. After significantly reducing its lot inventory during the 2006 to 2009 periods, MHO began to focus on growing its business in late 2009 by investing in new communities and entering new markets. In 2010, the company increased its total lot position by 9.2% and expanded into the Houston, Texas market. During 2011, the company entered the San Antonio, Texas market and also grew its total lot position by 1.8%, although the increase was due to lots under option as its owned lot position actually declined 6% year-over- year. During 2012, total lots controlled expanded 37% year-over- year as lots optioned more than doubled while its owned lot position grew 3.6%. MHO also expanded its Houston, Texas operations by acquiring the assets of a privately-held homebuilder. MHO maintains an approximately 5.1-year supply of total lots controlled, based on trailing 12 months deliveries, and 2.7 years of owned land. Total lots controlled were 14,203 lots at Dec. 31, 2012, 52.2% of which are owned, and the balance is controlled through options. Historically, MHO developed about 80% of its communities from which it sells product, resulting in inventory turns that were moderately below average as compared to its public peers. During the downturn, MHO had been less focused on land development. However, in 2012 approximately 60% of its land purchases were raw and partially developed land deals and the remaining 40% were finished lots. The company increased its land and development expenditures by 62% during 2012, spending $190 million ($134 million for land purchases and $56 million for development activities) during the year compared with $117 million spent in 2011. Based on the current environment, MHO projects $250 million to $300 million of land and development spending for all of 2013. As a result, Fitch expects MHO to be cash flow negative by about $75 million to $125 million during 2013. Fitch is comfortable with this strategy given management's demonstrated ability to manage its inventory and adjust land and development spending to maintain a healthy liquidity position, as it did during 2011 and 2012. MHO ended 2012 with $145.7 million of unrestricted cash and $47.3 million of availability under its $140 million secured revolving credit facility that matures in December 2014. The availability under the revolver is based on $163.2 million in aggregate book value of inventory pledged to secure borrowings under the revolver. MHO can increase the borrowing availability by increasing the amount of inventory that is pledged to support the facility. Fitch expects the company's unrestricted cash balance will fall below $100 million by the end of 2013 as the company increases land and development spending. OPERATING RESULTS The company reported a 21% increase in home deliveries during 2012 and homebuilding revenues grew 33.8% compared to 2011. MHO also reported improvement in net orders in each of the last seven quarters, contributing to a 42.8% increase in homes in backlog at Dec. 31, 2012 compared with year earlier levels. The significant increase in backlog, combined with the company's strategy to grow subdivision count by 25% this year, should result in meaningfully higher deliveries in 2013 compared with 2012. MHO's credit metrics improved relative to 2011 levels but remain weak for the rating category. Homebuilding debt to EBITDA improved from 13.8x at year-end 2011 to 7x at year-end 2012. EBITDA to interest increased to 1.6x during 2012 from 0.7x during 2011. Fitch currently expects leverage to remain above 6.5x and interest coverage to be close to 2x by the conclusion of fiscal 2013. IMPROVING HOUSING MARKET Fitch's housing forecasts for 2013 assume a modest rise off a very 7low bottom. In a slowly growing economy with somewhat diminished distressed home sales competition, less competitive rental cost alternatives, and new and existing home inventories at historically low levels, 2013 total housing starts should improve about 18.6% to 925,000, while new home sales increase approximately 22% and existing home sales grow 7.7%. However, as Fitch has noted in the past, recovery will likely occur in fits and starts. Challenges (although somewhat muted) remain, including continued relatively high levels of delinquencies, potential of short-term acceleration in foreclosures, and consequent meaningful distressed sales, restrictive credit qualification standards and limited availability of developed lots in certain markets. RATING SENSITIVITIES Future ratings and Outlooks will be influenced by broad housing market trends as well as company-specific activity, such as -- Trends in land and development spending; -- General inventory levels; -- Speculative inventory activity (including the impact of high cancellation rates on such activity); -- Gross and net new order activity; -- Debt levels; -- Free cash flow trends and uses; and -- MHO's cash position. MHO's rating is constrained in the intermediate term due to weak credit metrics, but a Positive Outlook may be considered if the recovery in housing is significantly better than Fitch's outlook and the company shows steady improvement in credit metrics (such as homebuilding debt to EBITDA levels consistently below 6x) while maintaining a healthy liquidity position (above $100 million with a combination of cash and revolver availability). Conversely, negative rating actions could occur if the recovery in housing dissipates; MHO's 2013 revenues drop by the mid-teens while the pretax loss approaches levels of 2010 and 2011; and MHO maintains an overly aggressive land and development spending program that leads to consistent and significant negative quarterly cash flow from operations and meaningfully diminished liquidity position (perhaps below $50 million). Fitch affirms the following ratings for MHO with a Stable Outlook: -- Long-term IDR at 'B'; -- Senior unsecured notes at 'B+/RR3'; -- Convertible Senior Subordinated notes at 'CCC+/RR6'; -- Series A non-cumulative perpetual preferred stock at 'CCC/RR6'. The Recovery Rating (RR) of 'RR3' on MHO's senior unsecured notes indicates good recovery prospects for holders of this debt issue. MHO's exposure to claims made pursuant to performance bonds and the possibility that part of these contingent liabilities would have a claim against the company's assets were considered in determining the recovery for the unsecured debt holders. The 'RR6' on MHO's proposed convertible senior subordinated notes and preferred stock indicates poor recovery prospects in a default scenario. Fitch applied a liquidation value analysis for these recovery ratings. M/I HOMES: New $50MM Notes Issue Gets Moody's 'Caa2' Rating ----------------------------------------------------------- Moody's Investors Service assigned a Caa2 rating to M/I Homes' proposed $50 million convertible senior subordinated notes due 2018. At the same time, the rating on the existing senior unsecured notes was upgraded to B3 from Caa1. All other ratings were affirmed, including the B3 corporate family rating, B3-PD probability of default rating, Caa2 rating on the existing convertible senior subordinated notes, Caa3 rating on the Series A preferred shares, and SGL-3 speculative grade liquidity rating. The rating outlook was changed to positive from stable. The positive outlook reflects the improvement in the company's operating performance, supported by solid growth fundamentals in the industry and Moody's view that the positive momentum in 2013 will allow M/I Homes to further improve its credit metrics. The outlook also reflects M/I Homes' conservative and disciplined financial policies, including modest debt leverage relative to its peers in its current rating category and willingness to issue common equity. The upgrade of the senior unsecured notes rating to B3 results from changes in the company's capital structure, including an increased amount of subordinated debt that provides support for the unsecured notes. Similar to the capital market transactions completed in September 2012, the company is offering $50 million of convertible senior subordinated notes due 2018 concurrently with 2.14 million shares of common stock. The aggregate proceeds of the note and the equity offerings are expected to be $95 million. Approximately $50 million of the proceeds will be used to redeem a portion of the 9.75% preferred shares (currently $96 million outstanding), and the rest of the proceeds will be used for general corporate purposes, including land acquisition and development, home construction, debt repayments, dividend payments or additional redemptions of the outstanding preferred shares. As a result of these transactions, the company's adjusted homebuilding debt to capitalization ratio of approximately 56% at December 31, 2012 is not expected to change. The following rating actions were taken: New $50 million convertible senior subordinated notes due 2018, Caa2 (LGD6, 90%) assigned; $227 million 8.625% senior unsecured notes due 2018, raised to B3 (LGD3, 48%) from Caa1 (LGD4, 58%); Corporate family rating, B3 affirmed; Probability of default rating, B3-PD affirmed; $57.5 million 3.25% convertible senior subordinated notes due 2017, Caa2 (LGD6, 90%) affirmed; $96 million 9.75% series A preferred shares, Caa3 (LGD6, 99%) affirmed; SGL-3 speculative grade liquidity rating, affirmed; Subordinate shelf rating, (P) Caa2 affirmed; The rating outlook is positive. Ratings Rationale: The B3 corporate family rating reflects M/I Homes' relatively small size and geographic concentration, weakness in certain financial strength metrics, including Moody's-adjusted interest coverage and return on assets, and Moody's anticipation of negative cash flow generation as the company invests in growth. At the same time, M/I Homes' corporate family rating is supported by its conservative and disciplined operating strategy, which has helped the company stay relatively clear of significant off- balance sheet obligations and long land positions; its relatively modest adjusted debt-to-capitalization ratio (of pro forma 56%) compared to its similarly-rated peers; and growing profitability on a net income basis (three consecutive quarters of positive net income) as well as gross margins that now approach 17%. Additionally, the rating incorporates Moody's view that favorable homebuilding industry conditions, including growing new orders, backlog and home pricing, will continue resulting in growth of M/I Homes' revenues and net worth as well as in improvement of its credit metrics. M/I Homes' SGL-3 speculative grade liquidity assessment reflects its adequate liquidity profile. At December 31, 2012, the company's liquidity was supported by $146 million of unrestricted cash, $47 million available under its $140 million revolving credit facility due 2014, and lack of near-term debt maturities. Its liquidity, however, is constrained by the negative cash flow generation as the company invests in growth, as well as by the need to maintain covenant compliance. The ratings could be raised if the company augmented its liquidity position, continued generating positive net income, and held adjusted gross debt leverage below 55%. The ratings could be lowered if the company's liquidity deteriorated, earnings turned increasingly negative, the size of its impairment charges increased materially, or adjusted debt leverage increased to higher than 65%. The principal methodology used in this rating was the Global Homebuilding Industry Methodology published in March 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. Headquartered in Columbus, Ohio and begun in 1976, M/I Homes, Inc. sells homes under the trade names M/I Homes, Showcase Homes, Tristone Homes and Triumph Homes, with homebuilding operations located in Columbus and Cincinnati, Ohio; Indianapolis, Indiana; Chicago, Illinois; Tampa and Orlando, Florida; Charlotte and Raleigh, North Carolina; the Virginia and Maryland suburbs of Washington, D.C; and Houston and San Antonio, Texas. Total revenues and consolidated net income in 2012 were approximately $762 million and $13 million, respectively. M/I HOMES: S&P Assigns CCC+ Rating to $50MM Sr. Subordinated Notes ------------------------------------------------------------------ Standard & Poor's Ratings Services raised its ratings on M/I Homes Inc. (M/I), including the corporate credit and senior unsecured ratings, to 'B' from 'B-'. S&P also maintains a '3' recovery rating on the company's senior unsecured notes, indicating its expectation for a meaningful (50%-70%) recovery in the event of a payment default. S&P revised its outlook to stable from positive. S&P is also assigning a 'CCC+' issue-level rating and a '6' recovery rating to the company's proposed $50 million of convertible senior subordinated notes. "The upgrade acknowledges the strength of M/I's credit metrics relative to other similarly-rated builders, improved liquidity cushion from the proposed common equity and subordinated convertible notes issuance, and a faster than expected return to profitability," said credit analyst Matthew Lynam. "We believe the company's strategy to expand community count in its better performing markets and faster sales absorption from a relatively firmer overall housing environment will result in continued improvement of credit metrics through greater operating leverage." S&P's stable outlook acknowledges M/I Homes' recently strengthened liquidity and incorporates S&P's view that single-family housing fundamentals are slowly improving. S&P expects M/I Homes to maintain adequate liquidity, while investing the bulk of its cash in new communities to bolster sales and gross margins to levels that support gradually improving profitability over the next one to two years. Additional upward rating momentum is unlikely over the next year given the company's smaller operating platform and relatively weaker homebuilding markets. Though unlikely in the near term, S&P could lower its ratings if the single-family housing market takes another downward turn such that profitability materially weakens or liquidity becomes less than adequate, perhaps due to more aggressive land investment activity than S&P currently anticipates. MALIK MANJI: Case Summary & 6 Largest Unsecured Creditors --------------------------------------------------------- Debtor: Malik Manji Enterprises, Inc. fka Malik Enterprises, Inc. dba Palo Alto Supermarket 2408 Palo Alto Road San Antonio, TX 78211 Bankruptcy Case No.: 13-50589 Chapter 11 Petition Date: March 4, 2013 Court: U.S. Bankruptcy Court Western District of Texas (San Antonio) Judge: Ronald B. King Debtor's Counsel: Ronald J. Smeberg, Esq. THE SMEBERG LAW FIRM, PLLC 12002 Bandera Rosd, Suite 102 Helotes, TX 78023 Tel: (210) 485-2104 Fax: (210) 485-2106 E-mail: ron@smeberg.com 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 six largest unsecured creditors filed with the petition is available for free at: http://bankrupt.com/misc/txwb13-50589.pdf The petition was signed by Mohammad Manji, president. MBIA INC: Defeats BofA Lawsuit over Restructuring ------------------------------------------------- David McLaughlin, Chris Dolmetsch & Shannon Harrington, writing for Bloomberg News, reported that MBIA Inc. (MBI) defeated a lawsuit by Bank of America Corp. (BAC) and Societe Generale SA (GLE) that sought to reverse approval of the bond insurer's $5 billion asset-transfer because it cut money available to cover their policy claims. The Bloomberg report related that MBIA rose 24 percent to close at $12.78 after Justice Barbara Kapnick of New York State Supreme Court in Manhattan dismissed the case. Bank of America and Societe Generale had sought to reverse the state approval under New York laws that allow court challenges to state agency decisions, Bloomberg said. Bloomberg related that in 2009, New York Insurance Department Superintendent Eric Dinallo approved the split, allowing MBIA to move the company's guarantees on state and municipal bonds out of subsidiary MBIA Insurance Corp., which guaranteed some of Wall Street's most toxic mortgage debt. The banks, according to Bloomberg, argued during a month of oral arguments last year that the approval was based on inaccurate and incomplete information provided by Armonk, New York-based MBIA. They say the split exposed them to losses as holders of financial- guaranty policies by siphoning more than $5 billion in assets from MBIA Insurance. A second suit over the restructuring is still pending in New York state court, Bloomberg noted. The case is ABN Amro Bank NV v. Dinallo, 601846-2009, New York State Supreme Court (Manhattan). MCGRAW-HILL GLOBAL: Moody's Assigns 'B2' CFR; Outlook Stable ------------------------------------------------------------ Moody's Investors Service assigned McGraw-Hill Global Education Holdings, LLC a B2 Corporate Family Rating, B2-PD Probability of Default Rating, SGL-2 speculative-grade liquidity rating, and B2 ratings to the company's proposed $800 million senior secured credit facility and $1.05 billion senior secured notes due 2021. Apollo Global Management, LLC intends to utilize the net proceeds from the offerings to fund the acquisition of the (i) Higher Education, (ii) Professional and (iii) International businesses of McGraw-Hill Education (MHE) from The McGraw-Hill Companies, Inc. (MHP; Baa2, negative rating outlook). The transaction represents the main component of Apollo's $2.4 billion cash purchase price (subject to closing adjustments and as adjusted from $2.5 billion in cash and seller financing) for the acquisition of MHE from MHP. Apollo is contributing $950 million of cash common equity to help fund the acquisition. Apollo is separately funding its concurrent $50 million purchase of MHP's school education group (SEG), which will be held by MHGE's indirect parent. The rating outlook is stable. Assignments: Issuer: McGraw-Hill Global Education Holdings, LLC Corporate Family Rating, Assigned B2 Probability of Default Rating, Assigned B2-PD Speculative Grade Liquidity Rating, Assigned SGL-2 Senior Secured Bank Credit Facility (Revolver), Assigned B2, LGD3 - 49% Senior Secured Bank Credit Facility (Term Loan), Assigned B2, LGD3 - 49% Senior Secured Regular Bond/Debenture, Assigned B2, LGD3 - 39% Outlook Actions: Issuer: McGraw-Hill Global Education Holdings, LLC Outlook, Assigned Stable Ratings Rationale: MHGE's B2 CFR reflects its good market position and broad range of product offerings in higher education publishing, the challenging market conditions in higher education publishing, risks associated with transitioning to a stand-alone operation, high leverage, and event risks under equity sponsor Apollo's ownership. MHGE's product capabilities reasonably position the company to transition the business as higher education publishing continues to shift to digital from print formats. The company nevertheless faces operating headwinds over the next 12-24 months from soft higher education enrollment, student efforts to minimize costs through used and rental textbooks, and the risk of revenue disruptions as the digital transition continues to gain momentum. Moody's believes transitioning the revenue base to digital from print will not be smooth in part because the major competitors are likely to act aggressively to gain traction with digital products, and as schools and students balance adoption with efforts to minimize costs. Moody's believes there are opportunities to streamline operating expenses and Apollo has completed an extensive evaluation of the company's cost structure. MHGE must nevertheless establish itself as an independent company after a long period of operating within MHP, and fund additional restructuring costs to implement the initiatives over the next two years. Moody's thus anticipates it will take time for the stand-alone cost structure to become more transparent. Moody's expects debt-to-EBITDA leverage to remain high in a 4-5x range (incorporating Moody's standard adjustments and cash pre-publication costs as an expense and pro forma for the proposed transaction) in 2013 and 2014 due to the challenging market conditions and as the company funds restructuring actions identified by Apollo. The leverage and operating challenges weakly positions the company within the B2 CFR and there is minimal capacity for debt-funded acquisitions and shareholder distributions. Leverage could decline toward the low end of the 4- 5x range in 2014/2015, although Moody's believes the risk of leveraging transactions by Apollo would grow if the company's earnings are increasing given the large amount of their initial equity contribution. Apollo's affiliates also have a position in the debt of highly leveraged competitor Cengage Learning (Caa3, negative rating outlook) and Apollo could seek to merge the two companies. Apollo is structuring MHGE's operations and financing to exclude SEG, but the entities will remain under common control and have a sizable shared cost base. Moody's believes MHGE remains exposed to SEG's financial performance as SEG will reimburse MHGE for shared services managed by MHGE. The difficult market conditions in the K-12 educational materials industry could limit SEG's ability to reimburse MHGE for shared services, although Apollo is initially structuring SEG to have only seasonal borrowing needs. The B2 ratings on the proposed senior secured credit facility (consisting of a $240 million revolver and $560 million term loan) and 2021 notes reflects their pari passu lien on the proposed collateral package and the guarantees from substantially all material domestic subsidiaries. The credit facility and notes are secured by a first lien on substantially all of MHGE's domestic assets including the stock of MHGE's guarantor subsidiaries. The credit facility and notes are also supported by unsecured guarantees from McGraw-Hill Global Education Intermediate Holdings, LLC (Holdings, which is MHGE's direct parent) and MHE US Holdings, LLC (Parent, which is Holding's direct parent), although the company intends to release the Parent guarantee concurrent with the closing of the proposed financings. Parent will own SEG's operations through a separate subsidiary. McGraw-Hill Global Education Finance, Inc. is a co-issuer of the notes. The credit facility and secured notes are ranked the same in Moody's loss given default model based on the current pari passu senior secured claim, but the credit facility contains covenants that could improve recovery prospects relative to the notes. MHGE's secured notes do not contain maintenance financial covenants as is the case with the credit facility. Maintenance covenants provide the credit facility lenders an ability to modify the terms of the credit facility, which could result in repayment of the bank debt and/or higher interest margins as a condition to amending the facility. In addition, the inter-creditor agreement defers control over the secured assets to the credit agreement collateral agent in the event of a default. While proceeds from the collateral are distributed ratably to all first lien secured parties, deferring control over the secured assets to the credit agreement collateral agent may result in collateral dispositions or other actions on terms with which note holders do not agree. The inter-creditor agreement also prohibits the note holders from objecting to the credit facility lenders participating in a DIP facility. As a result, credit facility lenders may be able to roll some or all of their exposure into a DIP facility (subject to bankruptcy court approval) with a super priority lien relative to the notes. The ratings are subject to a review of the final terms of the transaction. MHGE's SGL-2 speculative-grade liquidity rating is supported by an estimated $96 million of existing cash and in excess of $100 million of projected free cash flow over the next 12 months. Moody's expects MHGE will be seasonally reliant on its $240 million revolver (in a $50-$100 million range) due to the concentration of student educational materials purchases within the academic year, but the revolver is projected to be undrawn at the end of 2013. Moody's expects the credit facility financial maintenance covenants to be set with at least a 20% EBITDA cushion to the company's projections. The stable rating outlook reflects Moody's view that MHGE's EBITDA will be down modestly in 2013 before growing slightly in 2014 mainly through the implementation of cost reduction efforts. Market conditions are expected to remain challenging in 2013 and 2014. Moody's expects MHGE will maintain a good liquidity position for the next 12-15 months and generate in excess of $100 million of free cash flow. Moody's assumes MHGE will utilize approximately half of its free cash flow to reduce debt through required amortization, the excess cash flow sweep, and possible discretionary payments. MHGE's ratings could be upgraded with good operating execution that leads to revenue and earnings growth, consistently strong free cash flow generation and debt reduction. In order for MHGE to be considered for an upgrade, Moody's would need to gain comfort that the company can and is willing to sustain debt-to-EBITDA leverage below 3.5x and free cash flow-to-debt above 10% factoring in potential leveraging actions directed by Apollo. MHGE would also need to maintain a good liquidity position to be upgraded. MHGE's ratings could be downgraded if the company's revenue base erodes due to soft market conditions or an inability to manage the transition of the higher education market to digital products. Weaker free cash flow generation, an inability to achieve and sustain debt-to-EBITDA leverage below 5.0x, leveraging acquisitions or shareholder distributions, or a deterioration of liquidity could result in a downgrade. The principal methodology used in rating MHGE was the Global Publishing 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. MHGE, headquartered in New York, NY, is a global provider of educational materials and learning services targeting the higher education, professional learning and information markets globally for over a century with content, tools and services delivered via digital, print and hybrid offerings. Apollo announced the proposed acquisition of MHE for a $2.4 billion cash purchase price (subject to closing adjustments and as adjusted from $2.5 billion in cash and seller financing) on November 26, 2012 and the transaction is expected to close in 2013's first quarter. MHGE's revenue for the fiscal year ended December 2012 was approximately $1.26 billion. METROPARK USA: Taps Ashford Schael as Liquidation Counsel --------------------------------------------------------- Metropark USA, Inc. sought and obtained approval from the Bankruptcy Court to employ Ashford - Schael LLC as substitute bankruptcy counsel, replacing Cooley LP. At the start of the case, the Debtor hired Cooley to represent the Debtor in its efforts to restructure its business. After the liquidation of substantially all of the Debtor's assets and settling various maters, the Debtor believes that substituting Ashford Schael as counsel to wind down the affairs of the Debtor and conclude the bankruptcy case will be more cost effective for the estate. The firm will charge the Debtor at its standard hourly rates for work of this nature. The hourly rates are: Professional Designation Rates ------------ ----------- ----- Courtney A. Schael Member $400 Rochelle Weisburg Attorney $325 Anthony Vassallo Attorney $300 Joshua Levy Attorney $225 Lorraine Santoro Paralegal $150 The Debtor attests that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. About Metropark USA Metropark USA, Inc. -- http://www.metroparkusa.com/-- is a Los Angeles retail chain with 70 stores in 21 states. Metropark was founded in 2004 to capitalize on the large Gen Y segment (the 25-35 year old customer) in demand for fashion-forward apparel and accessories. Its headquarters, distribution centers, and e-commerce site located in Los Angeles, California. Metropark filed for Chapter 11 bankruptcy protection (Bankr. S.D.N.Y. Case No. 11-22866) on April 26, 2011. The Debtor disclosed total assets of $28,933,805 and total debts of $28,697, 006 as of April 2 , 2011. CRG Partners Group, LLC, is the Debtor's financial advisor. The Debtor also tapped Great American Group Real Estate, LLC doing business as GA Keen Realty Advisors as special real estate advisor. Ronald A. Clifford, Esq., at Blakeley & Blakeley, LLP, in Irvine, Calif., represents the Official Committee of Unsecured Creditors. METROPCS WIRELESS: Moody's Rates New Unsecured Notes Offer 'B1' --------------------------------------------------------------- Moody's Investors Service assigned a B1 rating to MetroPCS Wireless, Inc.'s proposed offering of Senior Unsecured Notes. The proceeds will be used to refinance MetroPCS' existing $2.5 billion of secured bank debt and for general corporate purposes. Concurrently, Moody's upgraded MetroPCS' existing Senior Unsecured Notes due 2018 and 2020 to B1 from B2 reflecting the anticipated change in the capital structure. Moody's also affirmed the SGL-1 Speculative Grade Liquidity rating of MetroPCS, reflecting very good liquidity near-term due to the Company's large cash balances. The Company's B1 Corporate Family Rating and B1-PD Probability of Default Rating and the ratings of its unsecured notes remain on review for upgrade. Moody's expects to withdraw the ratings of the senior secured credit facilities, including the revolver, once they are paid off with the proceeds from the new Senior Unsecured Notes. Moody's has taken the following rating actions: MetroPCS Wireless, Inc. Assignment Proposed Senior Unsecured Notes, Assigned B1 (LGD4, 51%) Upgrades $1,000m Sr. Unsec. Notes, 7.875% due 2018, B1 (LGD4, 51%) from B2 (LGD5, 75%) $1,000m Sr. Unsec. Notes, 6.625% due 2020, B1 (LGD4, 51%) from B2 (LGD5, 75%) Ratings Rationale: MetroPCS's B1 CFR reflects its relatively small scale and high leverage. The U.S. wireless industry is becoming increasingly concentrated, with the largest operators having significant advantages over all other wireless service providers. The B1 CFR also recognizes the Company's valuable spectrum assets and strong liquidity profile. The ratings were placed on review October 3, 2012 when the Company announced plan to merge with T-Mobile USA. The combination of MetroPCS and T-Mobile USA will create a wireless operator with about $25 billion in revenues and over 40 million subscribers. Assuming the transaction closes, MetroPCS shareholders are expected to own 26% of the new entity with Deutsche Telekom owning the remaining 74%. Moody's does not anticipate additional refinancing of MetroPCS' debt from now until the closing of its proposed combination with T-Mobile USA. Moody's also expects all debt for the new entity will rank pari passu in the post-close capital structure. Moody's will continue its review of MetroPCS' ratings for possible upgrade focusing on an assessment of the new entity's competitive position and likely operating and financial performance, the strategic and financial policies that DT will adopt for the new entity, and the post-close capital structure of the new company. The new and current Senior Unsecured Notes are rated B1, aligned with the Company's CFR after replacing MetroPCS' senior secured credit facilities, which were rated Ba1, with the additional Senior Unsecured Notes. Moody's views MetroPCS' liquidity as very good, and anticipates that internally generated cash and cash on hand will be sufficient to fund the company's operations for the next 12 months. MetroPCS has no near-term debt maturities. The Company's next debt maturity is in 2018 when $1 billion of Senior Unsecured Notes mature. As of December 31, 2012, MetroPCS had $2.6 billion in cash and short- term equivalents. The principal methodology used in rating MetroPCS was the Global Telecommunications 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. METROPCS WIRELESS: S&P Rates $3.5BB Senior Unsecured Notes 'BB' --------------------------------------------------------------- Standard & Poor's Ratings Services assigned its 'BB' issue-level rating and '3' recovery rating to MetroPCS Wireless Inc.'s up to $3.5 billion in aggregate senior unsecured notes with a combination of 2021 and 2023 maturities. Proceeds will be used to repay amounts outstanding under its senior secured credit facility, with the rest available for general corporate purposes. Proceeds from the notes issuance will be deposited in a segregated account and kept as cash on hand, pending completion of the merger of parent MetroPCS Communications Inc. (B+/Watch Pos/--) with T- Mobile USA. If the merger with T-Mobile USA is not completed by Jan. 17, 2014, then the notes must be redeemed. As S&P stated previously, following completion of the merger S&P would expect to raise the corporate credit rating on MetroPCS to 'BB' from 'B+' and remove the rating from CreditWatch with positive implications. The upgrade reflects a stand-alone credit profile on the combined MetroPCS-T-Mobile entity of 'bb-' plus one notch of support from 74% owner Deutsche Telekom AG (BBB+/Stable/A-2), given the fact that the merged company has some strategic importance to Deutsche Telecom. The 'B' issue-level rating on MetroPCS Wireless Inc.'s existing senior unsecured notes is also on CreditWatch with positive implications, pending completion of the merger, at which time S&P would expect to raise it to 'BB' with a '3' recovery rating, in line with its rating on the newly proposed notes. In addition, when the merger is completed, S&P would expect to withdraw its 'BB' issue-level rating and '1' recovery rating on the company's senior secured credit facilities. RATINGS LIST MetroPCS Communications Inc. Corporate Credit Rating B+/Watch Pos/-- New Rating MetroPCS Wireless Inc. Up to $3.5 Bil. Senior Unsecured Notes* BB Recovery Rating 3 * Combination of 2021 and 2023 maturities. MF GLOBAL: Plan Backers Reach $275M Truce with JPMorgan ------------------------------------------------------- Jamie Santo of BankruptcyLaw360 reported that proponents of MF Global Inc.'s liquidation plan and JPMorgan Chase Bank NA resolved their dispute Tuesday, striking a deal that puts $275 million in intercompany claims behind those of the bankrupt brokerage's lenders, according to Chapter 11 trustee Louis J. Freeh. The report related that creditors supporting the Chapter 11 plan had fought with JPMorgan, the agent for a $1.2 billion credit facility, over the debts of subsidiary MF Global Finance USA Inc., a unit the bank asserted was being held liable twice for the same unpaid loan proceeds. About MF Global New York-based MF Global (NYSE: MF) -- http://www.mfglobal.com/-- is one of the world's leading brokers of commodities and listed derivatives. MF Global provides access to more than 70 exchanges around the world. The firm is also one of 22 primary dealers authorized to trade U.S. government securities with the Federal Reserve Bank of New York. MF Global's roots go back nearly 230 years to a sugar brokerage on the banks of the Thames River in London. MF Global Holdings Ltd. and MF Global Finance USA Inc. filed voluntary Chapter 11 petitions (Bankr. S.D.N.Y. Case Nos. 11-15059 and 11-5058) on Oct. 31, 2011, after a planned sale to Interactive Brokers Group collapsed. As of Sept. 30, 2011, MF Global had $41,046,594,000 in total assets and $39,683,915,000 in total liabilities. It is easily the largest bankruptcy filing so far this year. Judge Honorable Martin Glenn presides over the Chapter 11 case. J. Gregory Milmoe, Esq., Kenneth S. Ziman, Esq., and J. Eric Ivester, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, serve as bankruptcy counsel. The Garden City Group, Inc., serves as claims and noticing agent. The petition was signed by Bradley I. Abelow, Executive Vice President and Chief Executive Officer of MF Global Finance USA Inc. The Securities Investor Protection Corporation commenced liquidation proceedings against MF Global Inc. to protect customers. James W. Giddens was appointed as trustee pursuant to the Securities Investor Protection Act. He is a partner at Hughes Hubbard & Reed LLP in New York. Jon Corzine, the former New Jersey governor and co-CEO of Goldman Sachs Group Inc., stepped down as chairman and chief executive officer of MF Global just days after the bankruptcy filing. U.S. regulators are investigating about $633 million missing from MF Global customer accounts, a person briefed on the matter said on Nov. 3 last year, according to Bloomberg News. MF GLOBAL: JPMorgan, Creditor Co-Proponents Agree to Amended Plan ----------------------------------------------------------------- Louis J. Freeh, the Court appointed Chapter 11 Trustee of MF Global Holdings Ltd., on March 5 disclosed that JPMorgan Chase Bank, N.A., as Agent for the $1.2 billion revolving credit facility and the Creditor Co-Proponents of the Amended Joint Plan of Liquidation have reached an agreement to modify the Plan to resolve the objections of JPM. The settlement, reached through court ordered mediation, provides that the "Interco Settlement" in the Plan will be adjusted to include the subordination of $275 million of the $1.887 billion intercompany claim of Holdings Ltd. against MF Global Finance USA Inc., to the lenders' claims under the approximately $1.2 billion revolving credit facility and a distribution of all recoveries under the plan on such subordinated claim to the lenders under the facility. The settlement will result in a slightly modified distribution range for unsecured creditors, which will be filed shortly with the Bankruptcy Court. Creditors have until March 25, 2013 to vote on the Plan. "The settlement is in the best interest of creditors as it removes a major hurdle to confirmation of the Plan. I applaud the efforts of the parties involved in resolving this dispute through mediation rather than litigation," noted Mr. Freeh. The confirmation hearing is currently scheduled for April 5, 2013. About MF Global New York-based MF Global (NYSE: MF) -- http://www.mfglobal.com/-- is one of the world's leading brokers of commodities and listed derivatives. MF Global provides access to more than 70 exchanges around the world. The firm is also one of 22 primary dealers authorized to trade U.S. government securities with the Federal Reserve Bank of New York. MF Global's roots go back nearly 230 years to a sugar brokerage on the banks of the Thames River in London. MF Global Holdings Ltd. and MF Global Finance USA Inc. filed voluntary Chapter 11 petitions (Bankr. S.D.N.Y. Case Nos. 11-15059 and 11-5058) on Oct. 31, 2011, after a planned sale to Interactive Brokers Group collapsed. As of Sept. 30, 2011, MF Global had $41,046,594,000 in total assets and $39,683,915,000 in total liabilities. It is easily the largest bankruptcy filing so far this year. Judge Honorable Martin Glenn presides over the Chapter 11 case. J. Gregory Milmoe, Esq., Kenneth S. Ziman, Esq., and J. Eric Ivester, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, serve as bankruptcy counsel. The Garden City Group, Inc., serves as claims and noticing agent. The petition was signed by Bradley I. Abelow, Executive Vice President and Chief Executive Officer of MF Global Finance USA Inc. The Securities Investor Protection Corporation commenced liquidation proceedings against MF Global Inc. to protect customers. James W. Giddens was appointed as trustee pursuant to the Securities Investor Protection Act. He is a partner at Hughes Hubbard & Reed LLP in New York. Jon Corzine, the former New Jersey governor and co-CEO of Goldman Sachs Group Inc., stepped down as chairman and chief executive officer of MF Global just days after the bankruptcy filing. U.S. regulators are investigating about $633 million missing from MF Global customer accounts, a person briefed on the matter said on Nov. 3 last year, according to Bloomberg News. MICHAELS STORES: Director Gerry Murphy Resigns ---------------------------------------------- Gerry M. Murphy provided written notice to Michaels Stores, Inc., of his decision to resign as a director of the Company, such resignation to be effective Feb. 26, 2013. About Michaels Stores Headquartered in Irving, Texas, Michaels Stores, Inc., is the largest arts and crafts specialty retailer in North America. As of March 9, 2009, the Company operated 1,105 "Michaels" retail stores in the United States and Canada and 161 Aaron Brothers Stores. The Company's balance sheet at Oct. 27, 2012, showed $1.90 billion in total assets, $4.27 billion in total liabilities, and a $2.37 billion total stockholders' deficit. * * * As reported by the TCR on April 5, 2012, Moody's Investors Service upgraded Michaels Stores, Inc.'s Corporate Family Rating to B2 from B3. "The upgrade of Michaels' Corporate Family Rating primarily reflects the positive benefits of its continuing business initiatives which have led to consistent improvements in same store sales," said Moody's Vice President Scott Tuhy. In the April 16, 2012, edition of the TCR, Standard & Poor's Ratings Services raised its corporate credit rating on Irving, Texas-based Michaels Stores Inc. to 'B' from 'B-'. "Standard & Poor's Ratings Services' upgrade on Michaels Stores reflects the improvement in financial ratios following the company's performance in the important fourth quarter, given the seasonality of the company's business," said Standard & Poor's credit analyst Brian Milligan. "The CreditWatch placement remains effective, given the pending IPO." MIDWEST MEAT: Nebraska Turkey Processor in Bankruptcy ----------------------------------------------------- The Associated Press reported that a turkey processing plant is in Chapter 7 involuntary bankruptcy and has ceased operation in the south-central Nebraska city of Gibbon. AP said court documents noted that Midwest Meat Packing Facility hadn't paid Shinn's Turkey Track, of Dunning, $1.45 million for turkeys and had a total debt of more than $4.4 million. AP, citing The Kearney Hub, reported that the plant assets were listed at $2.5 million. MMRGLOBAL INC: Reports Unregistered Sales of Securities ------------------------------------------------------- MMRGobal, Inc., filed with the U.S. Securities and Exchange Commission a report involving the sales of its securities that were not registered under the Securities Act of 1933, as amended. On Feb. 22, 2013, the Company granted 1,700,000 shares of its common stock at a price of $0.04 per share to an unrelated third- party as a reduction in payables. On Feb. 20, 2013, the Company granted a warrant to purchase 1,000,000 shares of its common stock to a consultant in exchange for services. This warrant vested immediately and has an exercise price of $0.04 per share, and an expiration date of Feb. 20, 2014. On Jan. 28, 2013, the Company granted 1,270,000 shares of the Company's common stock at a price of $0.04 per share to an unrelated third-party as a reduction in payables. On Jan. 21, 2013, the Company granted three separate warrants to purchase 1,000,000 shares of its common stock to Liner Grode Stein Yankelevitz Regenstreif & Taylor as part of the package for providing services to the Company on a fully contingent basis. The warrants vest immediately and have an exercise price of $0.04, $0.08 and $0.12 per share respectively, and all expire on Jan. 21, 2014. On Jan. 10, 2013, the Company granted a warrant to purchase 100,000 shares of its common stock to a consultant in connection with services rendered. This warrant vest immediately and has an exercise price of $0.04 per share, and an expiration date of Jan. 10, 2014. On Dec. 21, 2012, the Company granted a warrant to purchase 250,000 shares of its common stock to an unrelated third-party in connection with services rendered. This warrant vest immediately and has an exercise price of $0.04 per share, and an expiration date of Dec. 21, 2013. On Dec. 5, 2012, the Company granted 500,000 shares of its common stock at a price of $0.04 per share to an unrelated third-party as a reduction in payables. On Dec. 5, 2012, the Company granted 150,000 shares of its common stock at a price of $0.04 per share to an unrelated third-party as a reduction in payables. On Nov. 21, 2012, the Company granted a total of 1,990,000 shares of its common stock at a price of $0.04 per share to an unrelated third-party as a reduction in payables. On various dates between Nov. 14, 2012, and Feb. 24, 2013, the Company entered into eleven different Convertible Promissory Notes with 10 different unrelated third-parties for principal amounts totaling $446,000. The Notes have the option to be converted into a total of 21,079,366 shares of the Company's common stock. These Notes bear interest at a rate of 6% per annum payable in cash or shares of common stock or a combination of cash and shares of common stock at the option of the Company. On Nov. 14, 2012, the Company granted 75,000 shares of its common stock at a price of $0.02 per share to an unrelated third-party for exercise of warrant. On Nov. 14, 2012, the Company granted 300,000 shares of its common stock at a price of $0.02 per share to an unrelated third-party as a reduction in payables. On Nov. 14, 2012, the Company granted 93,750 shares of its common stock at a price of $0.02 per share to an employee as a reduction in deferred salaries. 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. MMRGLOBAL INC: Signs Non-Exclusive License Agreement with WFM ------------------------------------------------------------- MMRGlobal, Inc., through its wholly owned operating subsidiary, MyMedicalRecords, Inc., entered into a Non-Exclusive License Agreement with Whole Foods Market, Medical and Wellness Centers Inc., pursuant to which the Company will provide a customized version of its MyMedicalRecords personal health record that connects directly to an EMR utilized by WFM. The Company will also license to WFM , on a non-exclusive basis, the use of the Company's patent portfolio including U.S. Patent Nos. 8,117,045; 8,117,646; 8,121,855; 8,301,466; 8,321,240; 8,121,855; 8,352,288, and any other patents to be issued pursuant to pending applications filed by MMR in the United States, and all divisions, continuations, reissues and extensions thereof. In consideration for the rights granted under the Agreement, WFM will pay the Company certain integration and monthly recurring fees. The Agreement contains customary provisions, as to the term of the Agreement, representations, warranties, and indemnities by each of the Company and WFM. Due to certain provisions of the Agreement, the Company is not planning on publishing a news release on the Agreement at this time. 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. MODERN PLASTICS: NPC Emerges as Highest Bidder for Mortgage Loan ---------------------------------------------------------------- New Products Corporation (NPC) revealed on March 5 that it was the highest bidder on a mortgage loan for Modern Plastics Corporation, a neighboring manufacturing company that went out of business and is now in bankruptcy. Bank of America, which owns the Modern Plastics mortgage, with an unpaid balance of approximately $1.2 million, recently offered it for sale through a sealed bid process. The Modern Plastics property is located on North Shore Drive in Benton Harbor, directly across the street from New Products. "As the highest bidder, we've committed New Products to a substantial investment that can help protect our own operations, as well as create new opportunities that will grow jobs in our community," said Cheryl Miller, NPC president and CEO. NPC and Cleanup Modern Plastics, LLC, a new entity created by St. Joseph attorney Mark Miller in February, were the two bidders in the second round of bidding to purchase the mortgage from Bank of America. Mr. Miller is an attorney that has represented Harbor Shores, which has previously expressed interest in purchasing the Modern Plastics property. The first offer to purchase resulted in a tie, requiring a second round with a minimum bid of $75,000. The second round of bids was opened on Monday, March 4, 2013, and NPC was revealed to be the highest bidder. Mr. Miller noted that separate from the mortgage sale, Modern Plastics' real estate and all of its buildings are pending a sale by the bankruptcy trustee of Modern Plastics, subject to the Bank of America mortgage. There is a hearing scheduled in Bankruptcy Court in Kalamazoo on March 6, 2013. When NPC learned that an offer of only $25,000 to purchase Modern Plastics' facilities and property was made by a company formed by an attorney from the law firm of Dickinson Wright, which also represents Whirlpool and Harbor Shores, NPC made a counter offer. The other interested purchaser has responded with its own counter-offer. The issue of the terms of the sale of the Modern Plastics property, and the successful buyer will be determined by the Bankruptcy Court. "We don't know the outcome of the real estate sale," added Mr. Miller. "Securing the mortgage note, however, is an important first step to protecting our company from encirclement by developers of Harbor Shores." MORGANS HOTEL: Extends Employments of Top Executives Until 2015 --------------------------------------------------------------- Morgans Hotel Group Co. entered into an amendment to the employment agreement of each of Michael Gross, the Company's chief executive officer, Yoav Gery, the Company's Executive Vice President, chief development officer, and Daniel Flannery, executive vice president, chief operating office, extending the term of each employment agreement until March 20, 2015. About Morgans Hotel Group Based in New York, Morgans Hotel Group Co. (Nasdaq: MHGC) -- http://www.morganshotelgroup.com/-- is widely credited as the creator of the first "boutique" hotel and a continuing leader of the hotel industry's boutique sector. Morgans Hotel Group operates and owns, or has an ownership interest in, Morgans, Royalton and Hudson in New York, Delano and Shore Club in South Beach, Mondrian in Los Angeles and South Beach, Clift in San Francisco, Ames in Boston, and Sanderson and St Martins Lane in London. Morgans Hotel Group and an equity partner also own the Hard Rock Hotel & Casino in Las Vegas and related assets. Morgans Hotel Group also manages hotels in Isla Verde, Puerto Rico and Playa del Carmen, Mexico. Morgans Hotel Group has other property transactions in various stages of completion, including projects in SoHo, New York and Palm Springs, California. The Company reported a net loss of $87.95 million in 2011, a net loss of $83.64 million in 2010, and a net loss of $101.60 million in 2009. The Company's balance sheet at Sept. 30, 2012, showed $577.02 million in total assets, $702.21 million in total liabilities, $6.39 million in redeemable noncontrolling interest, and a $131.58 million total deficit. MPG OFFICE: Posts $210.5 Million Net Income in Fourth Quarter ------------------------------------------------------------- MPG Office Trust, Inc., reported net income of $210.47 million on $53.88 million of total revenue for the three months ended Dec. 31, 2012, as compared with a net loss of $30.82 million on $57.37 million of total revenue for the same period during the prior year. For the year ended Dec. 31, 2012, the Company reported net income of $396.11 million on $231.17 million of total revenue, as compared with net income of $98.22 million on $234.96 million of total revenue during the prior year. The Company's balance sheet at Dec. 31, 2012, showed $1.46 billion in total assets, $1.98 billion in total liabilities and a $518.32 million total deficit. The Company had $192.5 million of cash as of Dec. 31, 2012, of which $151.7 million was unrestricted and $40.8 million was restricted. A copy of the press release is available for free at: http://is.gd/yLMaAT About MPG Office Trust MPG Office Trust, Inc., fka Maguire Properties Inc. -- http://www.mpgoffice.com/-- is the largest owner and operator of Class A office properties in the Los Angeles central business district and is primarily focused on owning and operating high- quality office properties in the Southern California market. MPG Office Trust is a full-service real estate company with substantial in-house expertise and resources in property management, marketing, leasing, acquisitions, development and financing. The Company has been focused on reducing debt, eliminating repayment and debt service guarantees, extending debt maturities and disposing of properties with negative cash flow. The first phase of the Company's restructuring efforts is substantially complete and resulted in the resolution of 18 assets, relieving the Company of approximately $2.0 billion of debt obligations and potential guaranties of approximately $150 million. NEEBO INC: Makes Voluntary Debt Payment of $27 Million ------------------------------------------------------ Neebo Inc., the holding company and beneficial owner of Nebraska Book Company Inc. and provider of solutions for the college bookstore marketplace, on March 5 disclosed it has made a voluntary payment of $27 million on its senior secured term loan and has obtained financing of up to $80 million to support its working capital needs. "Our team members have done a tremendous job serving college students this year, improving our free cash flow to voluntarily pay down our debt and secure financing," said Steve Clemente, President and Chief Executive Officer of Neebo Inc. "Our new working capital facility gives us ample flexibility at a competitive rate to continue our growth strategy and execute initiatives that serve college students even better." Since July 1, 2012, the Company has made almost $54 million in prepayment to its term loan. These payments have permanently reduced a material portion of the Company's debt and continue to improve its financial position since emerging from bankruptcy in June 2012. Additional financial information, including the unaudited condensed consolidated financial statements as of and for the three and nine months ended December 31, 2012 and 2011, are located on the Financial Filings page of the Company's Web site at http://www.nebook.com/financial/company_filings.asp About Neebo Inc. Neebo Inc. -- http://www.nebook.com-- is the beneficial owner of Nebraska Book Company Inc. Nebraska Book Company began in 1915 with a single college store near the University of Nebraska campus and now operates nearly 250 stores, serving more than 2 million students at colleges and universities nationwide. Nebraska Book Company sells 6 million textbooks annually and installs more than 1,600 technology platforms and e-commerce sites at more than 2,500 bookstores. * * * As reported by the Troubled Company Reporter on December 26, 2012, Standard & Poor's Ratings Services assigned a 'CCC+' corporate credit rating to Lincoln, Neb.-based Neebo Inc. The outlook is stable. "At the same time, we assigned our 'CCC' issue-level rating to the company's $100 million senior secured notes. The recovery rating on the notes is '5', indicating our belief that the lenders could expect modest recovery (10% to 30%) in the event of a payment default or bankruptcy," S&P said. "We estimate the company has about $160 million in reported debt outstanding," S&P said. NEXSTAR BROADCASTING: Underwriter Exercises 450,000 Shares Option ----------------------------------------------------------------- Nexstar Broadcasting Group, Inc., said that, in connection with its previously announced underwritten offering of 3 million shares of Class A common stock of the Company by selling stockholders, funds affiliated with ABRY Partners, LLC, the underwriter exercised in full its option to purchase an additional 450,000 shares of Class A common stock. The additional 450,000 shares of Class A common stock were sold on the same terms and conditions as the first 3 million shares. The Company did not sell any shares in the offering and did not receive any proceeds from the offering. BofA Merrill Lynch acted as sole underwriter of the offering. A shelf registration statement (including prospectus) relating to the shares has been declared effective by the Securities and Exchange Commission. About Nexstar Broadcasting Group Irving, Texas-based Nexstar Broadcasting Group Inc. currently owns, operates, programs or provides sales and other services to 62 television stations in 34 markets in the states of Illinois, Indiana, Maryland, Missouri, Montana, Texas, Pennsylvania, Louisiana, Arkansas, Alabama, New York, Rhode Island, Utah and Florida. Nexstar's television station group includes affiliates of NBC, CBS, ABC, FOX, MyNetworkTV and The CW and reaches approximately 13 million viewers or approximately 11.5% of all U.S. television households. The Company reported a net loss of $11.89 million in 2011, a net loss of $1.81 million in 2010, and a net loss of $12.61 million in 2009. The Company's balance sheet at Sept. 30, 2012, showed $611.35 million in total assets, $771.63 million in total liabilities and a $160.27 million total stockholders' deficit. * * * As reported by the TCR on Oct. 26, 2012, Standard & Poor's Ratings Services raised its corporate credit rating on Irving, Texas-based Nexstar Broadcasting Group Inc. and on certain subsidiaries to 'B+' from 'B'. "The rating action reflects our view that the stations that Nexstar will acquire from Newport will improve the company's business risk profile and that trailing-eight-quarter leverage will improve to 6x or less over the intermediate term," said Standard & Poor's credit analyst Daniel Haines. In the Oct. 26, 2012, edition of the TCR, Moody's Investors Service upgraded the corporate family and probability of default ratings of Nexstar Broadcasting, Inc. (Nexstar) to B2 from B3. The upgrade and positive outlook incorporate expectations for continued improvement in the credit profile resulting from both the transaction and Nexstar's operating performance. NORCROSS LODGING: Case Summary & 2 Unsecured Creditors ------------------------------------------------------ Debtor: Norcross Lodging Associates, LLP 120 S. Tibbs Avenue Indianapolis, IN 46241 Bankruptcy Case No.: 13-01829 Chapter 11 Petition Date: March 4, 2013 Court: U.S. Bankruptcy Court Southern District of Indiana (Indianapolis) Judge: James K. Coachys Debtor's Counsel: KC Cohen, Esq. KC COHEN, LAWYER, PC 151 N. Delaware Street, Suite 1104 Indianapolis, IN 46204 Tel: (317) 715-1845 Fax: (317) 916-0406 E-mail: kc@esoft-legal.com Scheduled Assets: $1,217,038 Scheduled Liabilities: $3,050,000 A copy of the Company's list of its two unsecured creditors filed with the petition is available for free at: http://bankrupt.com/misc/insb13-01829.pdf The petition was signed by Mohan Hari, president. NORTEL NETWORKS: Freed From New Bankr. Disclosure Rules for Now --------------------------------------------------------------- Lance Duroni of BankruptcyLaw360 reported that Nortel Networks Inc. won a temporary pass Tuesday on new Delaware bankruptcy rules requiring retained attorneys to disclose the identity and fees of other professionals they hire, something the defunct telecom said was necessary as it gears up for another round of intense litigation in the case. The report related that in what the parties described as a matter of first impression during a court hearing in Wilmington, U.S. Bankruptcy Judge Kevin Gross approved a limited exception from the rules for the 29 law firms and other professionals retained by the bankrupt company. About Nortel Networks Headquartered in Ontario, Canada, Nortel Networks Corporation and its various affiliated entities provided next-generation technologies, for both service provider and enterprise networks, support multimedia and business-critical applications. Nortel did business in more than 150 countries around the world. Nortel Networks Limited was the principal direct operating subsidiary of Nortel Networks Corporation. On Jan. 14, 2009, Nortel Networks Inc.'s ultimate corporate parent Nortel Networks Corporation, NNI's direct corporate parent Nortel Networks Limited and certain of their Canadian affiliates commenced a proceeding with the Ontario Superior Court of Justice under the Companies' Creditors Arrangement Act (Canada) seeking relief from their creditors. Ernst & Young was appointed to serve as monitor and foreign representative of the Canadian Nortel Group. That same day, the Monitor sought recognition of the CCAA Proceedings in U.S. Bankruptcy Court (Bankr. D. Del. Case No. 09-10164) under Chapter 15 of the U.S. Bankruptcy Code. That same day, NNI and certain of its affiliated U.S. entities filed voluntary petitions for relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Case No. 09-10138). In addition, the High Court of England and Wales placed 19 of NNI's European affiliates into administration under the control of individuals from Ernst & Young LLP. Other Nortel affiliates have commenced and in the future may commence additional creditor protection, insolvency and dissolution proceedings around the world. On May 28, 2009, at the request of administrators, the Commercial Court of Versailles, France, ordered the commencement of secondary proceedings in respect of Nortel Networks S.A. On June 8, 2009, Nortel Networks UK Limited filed petitions in U.S. Bankruptcy Court for recognition of the English Proceedings as foreign main proceedings under Chapter 15. U.S. Bankruptcy Judge Kevin Gross presides over the Chapter 11 and 15 cases. Mary Caloway, Esq., and Peter James Duhig, Esq., at Buchanan Ingersoll & Rooney PC, in Wilmington, Delaware, serves as Chapter 15 petitioner's counsel. In the Chapter 11 case, James L. Bromley, Esq., at Cleary Gottlieb Steen & Hamilton, LLP, in New York, serves as the U.S. Debtors' general bankruptcy counsel; Derek C. Abbott, Esq., at Morris Nichols Arsht & Tunnell LLP, in Wilmington, serves as Delaware counsel. The Chapter 11 Debtors' other professionals are Lazard Freres & Co. LLC as financial advisors; and Epiq Bankruptcy Solutions LLC as claims and notice agent. The United States Trustee appointed an Official Committee of Unsecured Creditors in respect of the U.S. Debtors. An ad hoc group of bondholders also was organized. Fred S. Hodara, Esq., at Akin Gump Strauss Hauer & Feld LLP, in New York, and Christopher M. Samis, Esq., at Richards, Layton & Finger, P.A., in Wilmington, Delaware, represent the Official Committee of Unsecured Creditors. An Official Committee of Retired Employees and the Official Committee of Long-Term Disability Participants tapped Alvarez & Marsal Healthcare Industry Group as financial advisor. The Retiree Committee is represented by McCarter & English LLP as Delaware counsel, and Togut Segal & Segal serves as the Retiree Committee. The Committee retained Alvarez & Marsal Healthcare Industry Group as financial advisor, and Kurtzman Carson Consultants LLC as its communications agent. Several entities, particularly, Nortel Government Solutions Incorporated and Nortel Networks (CALA) Inc., have material operations and are not part of the bankruptcy proceedings. As of Sept. 30, 2008, Nortel Networks Corp. reported consolidated assets of $11.6 billion and consolidated liabilities of $11.8 billion. The Nortel Companies' U.S. businesses are primarily conducted through Nortel Networks Inc., which is the parent of majority of the U.S. Nortel Companies. As of Sept. 30, 2008, NNI had assets of about $9 billion and liabilities of $3.2 billion, which do not include NNI's guarantee of some or all of the Nortel Companies' about $4.2 billion of unsecured public debt. Since the commencement of the various insolvency proceedings, Nortel has sold its business units and other assets to various purchasers. Nortel has collected roughly $9 billion for distribution to creditors. Of the total, $4.5 billion came from the sale of Nortel's patent portfolio to Rockstar Bidco, a consortium consisting of Apple Inc., EMC Corporation, Telefonaktiebolaget LM Ericsson, Microsoft Corp., Research In Motion Limited, and Sony Corporation. The consortium defeated a $900 million stalking horse bid by Google Inc. at an auction. The deal closed in July 2011. Nortel has filed a proposed plan of liquidation in the U.S. Bankruptcy Court. The Plan generally provides for full payment on secured claims with other distributions going in accordance with the priorities in bankruptcy law. OMEGA NAVIGATION: MHR Capital No Longer Owns Shares at Dec. 31 -------------------------------------------------------------- In an amended Schedule 13G filing with the U.S. Securities and Exchange Commission, MHR Capital Partners Master Account LP and its affiliates disclosed that, as of Dec. 31, 2012, they do not beneficially own shares of common stock of Omega Navigation Enterprises, Inc. A copy of the filing is available at: http://is.gd/G4XNOG About Omega Navigation Athens, Greece-based Omega Navigation Enterprises Inc. and affiliates, owner and operator of tankers carrying refined petroleum products, filed for Chapter 11 protection (Bankr. S.D. Tex. Lead Case No. 11-35926) on July 8, 2011, in Houston, Texas in the United States. Omega is an international provider of marine transportation services focusing on seaborne transportation of refined petroleum products. The Debtors disclosed assets of US$527.6 million and debt totaling US$359.5 million. Together, the Debtors wholly own a fleet of eight high-specification product tankers, with each vessel owned by a separate debtor entity. HSH Nordbank AG, as the senior lenders' agent, has first liens on vessels to secure a US$242.7 million loan. The lenders include Bank of Scotland and Dresdner Bank AG. The ships are encumbered with US$36.2 million in second mortgages with NIBC Bank NV as agent. Before bankruptcy, Omega sued the senior bank lenders in Greece contending they violated an agreement to grant a three year extension on a loan that otherwise matured in April 2011. An affiliate of Omega that manages the vessels didn't file, nor did affiliates with partial ownership interests in other vessels. Judge Karen K. Brown presides over the case. Bracewell & Giuliani LLP serves as counsel to the Debtors. Jefferies & Company, Inc., is the financial advisor and investment banker. The Official Committee of Unsecured Creditors has tapped Winston & Strawn as local counsel; Jager Smith as lead counsel; and First International as financial advisor. PABELLON DE LA VICTORIA: Court Approves Justiniano as Counsel ------------------------------------------------------------- Pabellon De La Victoria Movimiento Iglesias De Fe (MI FE) Inc. sought and obtained permission from the Bankruptcy Court to employ Gloria M. Justiniano Irizarry, Esq., from Justiniano's Law Office as Chapter 11 counsel. The Debtor said it requires the assistance of counsel to perform property its duties as debtor-in-possession. The firm will assist in, among others, the preparation of the disclosure statement andplan of reorganization, and prosecution of claims and causes of action. The firm has agreed with the Debtor to be paid on an hourly rate of $200 plus $125 for associates and $50 for paralegal, and reimbursement of expenses incurred. The firm has received a $5,800 retainer from the Debtor. The firm attests it is a "disinterested person" as defined in 11 U.S.C. Sec. 101(14). About Pabellon De La Victoria Pabellon De La Victoria Movimiento Iglesias De Fe (MI FE) Inc., filed a Chapter 11 petition (Bankr. D.P.R. Case No. 12-08223) in Ponce, Puerto Rico, on Oct. 16, 2012. Bankruptcy Judge Edward A. Godoy oversees the case. Gloria M. Justiniano Irizarry, Esq., at Justiniano's Law Office, in Mayaguez, Puerto Rico, serves as counsel. The Debtor estimated assets and debts of $10 million to $50 million. Banco Popular De Puerto Rico has $14 million in unsecured claims. The petition was signed by Evelyn Dominguez Ramos, president. PABELLON DE LA VICTORIA: Court Okays Carlos Cardona as Accountant ----------------------------------------------------------------- Pabellon De La Victoria Movimiento Iglesias De Fe (MI FE) Inc., sought and obtained permission from the U.S. Bankruptcy Court to employ Carlos Cardona Crespo as external accountant. The accountant, will among other things, provide these services: a. provide assistance in preparing monthly reports of operations, b. prepare the necessary financial statements; and c. assist the debtor in any/all financial and accounting pertaining to, or in connection with the administration of the estate. The firm's rates are: Professional Rates ------------ ----- Carlos Cardona Crespo $60/hr Associates $35/hr Carlos Cardona Crespo attests that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. About Pabellon De La Victoria Pabellon De La Victoria Movimiento Iglesias De Fe (MI FE) Inc., filed a Chapter 11 petition (Bankr. D.P.R. Case No. 12-08223) in Ponce, Puerto Rico, on Oct. 16, 2012. Bankruptcy Judge Edward A. Godoy oversees the case. Gloria M. Justiniano Irizarry, Esq., at Justiniano's Law Office, in Mayaguez, Puerto Rico, serves as counsel. The Debtor estimated assets and debts of $10 million to $50 million. Banco Popular De Puerto Rico has $14 million in unsecured claims. The petition was signed by Evelyn Dominguez Ramos, president. PAMELA MATTHEWS: 6th Cir. Says ECMC Can Join in Suit v. Sallie Mae ------------------------------------------------------------------ The U.S. Court of Appeals for the Sixth Circuit affirmed lower court rulings that allowed Educational Credit Management Corporation to intervene in debtor Pamela Ileen Matthews's adversary proceeding against the consolidated lender of her student loan, Sallie Mae. Ms. Matthews took an appeal from the district court's judgment and its order denying her motion for reconsideration, asserting that both the bankruptcy and district courts clearly erred in permitting ECMC to intervene. Ms. Matthews initiated an adversary proceeding against consolidated-lender Sallie Mae on July 17, 2009, seeking to discharge student-loan obligations on grounds of undue hardship. Ms. Matthews filed a voluntary Chapter 11 petition, which was converted to a Chapter 7 proceeding on June 1, 2009. The appellate case is, PAMELA ILEEN MATTHEWS, Appellant, v. EDUCATIONAL CREDIT MANAGEMENT CORPORATION, Appellee, No. 11-6218 (6th Cir.). A copy of the March 4 Opinion, penned by Circuit Judge Helene N. White, is available at http://is.gd/wFGpAUfrom Leagle.com. Pamela Ileen Matthews filed for Chapter 11 (Bankr. E.D. Ky. 09-_____) on March 29, 2009. The case was subsequently converted from a Chapter 11 case to a Chapter 7 case on June 1, 2009. PARTY CITY: iParty Purchase No Impact on Moody's B2 CFR ------------------------------------------------------- Moody's Investors Service reports that Party City Holdings, Inc.'s March 1, 2013 announcement that it will acquire iParty Corp. is positive for Party City's credit profile. However, there is no immediate impact on the company's B2 Corporate Family rating or stable outlook. The principal methodology used in this rating 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. Party City Holdings, Inc. is a designer, manufacturer, distributor and retailer of party goods and related accessories. The company's retail brands principally include Party City and Halloween City. Total revenue exceeded $1.9 billion for the twelve month period ended September 30, 2012. iParty Corp. is a Massachusetts-based party goods retailer with annual revenues near $82 million. PHYSIOTHERAPY ASSOCIATES: S&P Lowers CCR to 'B-'; Outlook Stable ---------------------------------------------------------------- Standard & Poor's Ratings Services lowered its corporate credit rating on Exton, Penn.-based Physiotherapy Associates Inc. to 'B-' from 'B', based on expectations for constrained liquidity in 2013. The outlook is stable. At the same time, S&P lowered the issue-level ratings on the senior secured facility (consisting of a $100 million term loan and a $25 million revolver) to 'B+' from 'BB-'. The recovery rating on this debt is '1', indicating S&P's expectation for very high (90%-100%) recovery in the event of a payment default. In addition, S&P lowered its issue-level rating on the $210 million senior unsecured notes to 'CCC+' from 'B-'. The recovery rating on the unsecured notes is '5', indicating S&P's expectation for modest (10%-30%) recovery in the event of payment default. S&P's rating reflects Physiotherapy Associates' "vulnerable" business risk profile, which incorporates its narrow operating focus as an outpatient physical therapy provider, reimbursement risk, exposure to economic cycles, and competition in a highly fragmented market. The company's credit metrics are consistent with S&P's criteria for a "highly leveraged" financial risk profile, characterized by its expectation for tight liquidity and adjusted debt to EBITDA well above 8x through 2012 and 2013 (7x on an unadjusted basis). Physiotherapy is a provider of outpatient rehabilitation and orthotics and prosthetics services, with a national footprint of 650 locations across 35 states. "We expect low-single-digit revenue growth in 2012, with a modest improvement in 2013 resulting from higher patient volumes outpacing lower revenue rates. Our 2012 and 2013 base-case assumptions primarily attribute patient volume growth with improved productivity at existing clinics and de-novo clinics that have opened over the past two years. We expect the closing of underperforming clinics will somewhat offset organic growth. A large portion of Physiotherapy's clinics serve the mid-Atlantic region, and we believe Hurricane Sandy affected volume in the fourth quarter of 2012, softening 2012 full-year visit growth. We believe average revenue rates in 2012 declined due to a shift to lower in-network rates from out-of-network rates in the second half of 2012. We expect average revenue rates to continue to decline in 2013 due to a Medicare revenue rate reduction (2013 impact of about $3 million) partially offset by negotiated commercial payor contract rate increases," S&P said. "We expect EBITDA margins generated in 2012, excluding one-time transaction costs, to modestly improve in 2013. We anticipate ongoing cost containment efforts will lower cost of service and SG&A expenses in 2013. In 2012, we believe the company's operating cash flow did not cover operating needs in 2012, requiring a draw on its revolver. As a result of higher debt levels, we believe cushions on its most strict covenant will remain thin through most of 2013. Given limited borrowing capacity, the company will need to rely on cash flow generation to support its operational uses. We expect the company will have slim free operating cash flows of between $3 million and $5 million by the end of 2013 due to our base-case growth expectations and ongoing working capital improvements," S&P added. After the acquisition by Court Square in the second quarter of 2012, Physiotherapy's financial risk profile is "highly leveraged," supported by S&P's expectation of adjusted debt leverage well over 8x (unadjusted leverage ranging between 6.5x and 7x) and adjusted funds from operations (FFO) to debt around 12% in 2013. S&P views the company's proposed class L common shares as debt, because of the priority of its accumulating unpaid yield and value of its shares. S&P expects very modest debt repayment on its revolver by the end of 2013, and little change in debt protection measures. The financial risk profile also considers our expectation that the company will continue to operate with very slim liquidity through 2013. PINNACLE AIRLINES: Seeks Court Approval of Colgan-Chorus Deal ------------------------------------------------------------- Pinnacle Airlines Corp. asks the U.S. Bankruptcy Court for the Southern District of New York to approve a sale agreement between Colgan Air Inc. and Chorus Aviation Inc. The agreement authorizes Colgan to sell certain Bombardier Q400 tooling, spare parts, and a Pratt & Whitney model PW150A engine to Chorus Aviation. The assets (except the Bombardier Q400 tooling) have been pledged as collateral under a credit agreement among Pinnacle, Colgan and a group of lenders including CIT Bank. Pinnacle said it will use the net sale proceeds to pay lenders under the credit agreement. It will also pay Engine & Aircraft Strategies LLC a sales commission for marketing the assets upon consummation of the deal, the airline said. A court hearing is scheduled for March 28. Objections are due by March 15. 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. The U.S. Bankruptcy Court in New York will hold a hearing March 7 for approval of the explanatory disclosure statement in connection with the reorganization plan of Pinnacle Airlines Corp. PINNACLE AIRLINES: Wants Flight 3407 Claimants Objection Overruled ------------------------------------------------------------------ Pinnacle Airlines Corp. asks the U.S. Bankruptcy Court for the Southern District of New York to overrule the objection by a group of claimants to the proposed subordination of its punitive damage claims under the airline's Chapter 11 plan. Pinnacle said the Flight 3407 Claimants' objection is not an objection to the disclosure statement but an objection to confirmation of the plan, which shouldn't be considered by the bankruptcy court until the confirmation hearing currently scheduled for April 17. With respect to the group's assertion that the disclosure statement does not contain sufficient information, Pinnacle said the group "cites no authority, precedent or practice justifying the need to include any of the requested information." The airline said, however, it is still open to negotiations with the claimants to resolve its objections. In a March 5 filing, the Official Committee of Unsecured Creditors expressed support for court approval of the disclosure statement and the continued negotiations between Pinnacle and the claimants. The claimants sued Pinnacle and Colgan Inc. in behalf of the victims who died when Continental Airlines Flight 3407 crashed into a residential neighborhood near Clarence Center, New York, in 2009. The group seeks to recover more than $900 million, of which a sizable portion is attributable to punitive damage claims. Meanwhile, Pinnacle filed with the bankruptcy court a copy of the revised disclosure statement and plan to reflect new developments in its bankruptcy case, and in response to comments received from various parties. The document can be accessed for free at http://is.gd/YMLQZ4 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. The U.S. Bankruptcy Court in New York will hold a hearing March 7 for approval of the explanatory disclosure statement in connection with the reorganization plan of Pinnacle Airlines Corp. PIPELINE DATA: Calpian to Buy Firm After Merchant Sale Fails ------------------------------------------------------------ Marie Beaudette at Dow Jones' DBR Small Cap reports that credit- card processor Pipeline Data is selling its assets to backup bidder Calpian Inc. after the winning bidder at its January auction, Applied Merchant Systems West Coast Inc., failed to close on its $9.8 million purchase. About Pipeline Data Pipeline Data Inc., a processor of debit and credit cards for smaller retailers, filed a Chapter 11 petition (Bankr. D. Del. Case No. 12-13123) on Nov. 19, 2012, in Delaware with plans for selling the business as a going concern. Alpharetta, Georgia-based Pipeline Data provided credit and debit card payment processing services to approximately 15,000 merchants. Attorneys at Whiteford Taylor Preston LLC, in Wilmington, Delaware, and Kirkland & Ellis L.L.P. serve as counsel. AlixPartners L.L.P. is the financial advisor. Dragonfly Capital Partners L.L.C. is the investment banker. The Debtor estimated assets of $1 million to $10 million and debts of $50 million to $100 million. Pipeline, which sought bankruptcy together with affiliates, owes $66.6 million in principal and interest to first-lien creditors who have liens on all assets. In its schedules, Pipeline Data disclosed $4,491,699 in total assets and $61,595,942 in total liabilities. Ten affiliates of the Debtor filed separate petitions for Chapter 11 (Bankr. D. Del. Case Nos. 12-13124 to 12-13131; Case No. 12-13133 and 12-13134). The cases are jointly administered under Case No. 12-13123). PITTSBURG REDEVELOPMENT: Fitch Rates Tax Allocation Bonds at 'BB-' ------------------------------------------------------------------ Fitch Ratings has placed the following Pittsburg Redevelopment Agency, California's Los Medanos Community Development Project tax allocation bonds (TABs) on Rating Watch Negative: -- $144.2 million subordinate non-housing TABs at 'BB-'. SECURITY The subordinate non-housing TABs are secured by all taxes allocated to the agency, a debt service reserve fund, and payments from swap contracts, minus senior debt service payments, the 20% housing set-aside, and the Contra Costa County (the county) administrative fee. KEY RATING DRIVERS LAWSUIT A MAJOR RISK: The Rating Watch Negative reflects the agency's expectation that a lawsuit will be filed that, if settled in favor of the plaintiff, Fitch estimates would cause the agency's non-housing subordinate TABs to default by fiscal 2017 in the absence of future assessed value (AV) growth. SIGNIFICANT HOME PRICE GAINS: Home prices have risen a substantial 20% through January 2013. These gains may translate into a significant AV gain in fiscal 2014 that could mitigate an adverse legal outcome. OTHER TABS NOT AFFECTED: The agency's housing TABs and senior non- housing TABs are not affected by the lawsuit. Pass-through payments are not deducted from housing TABs' tax increment revenues, and the senior TABs' coverage is sufficiently high to withstand a related revenue loss without a material impact to debt service coverage. RATING SENSITIVITIES LEGAL LOSS, MODEST AV GROWTH: Fitch likely would downgrade the bonds if the lawsuit were settled in favor of the plaintiff and there were no significant AV growth for fiscal 2014 as a material mitigant. CREDIT PROFILE In early February Pittsburg Unified School District (the district) sought a temporary restraining order against the county to block the county from distributing $1.3 million in tax increment revenues to the agency. The district believes this cash should be distributed to the district as a pass-through payment, despite the payment's subordination status to debt service. The district maintains that its payment is senior to the annual replenishment of certain agency reserves that have become a technical necessity due to state-wide dissolution legislation (i.e. AB 1X 26). The restraining order was denied. However, the court ordered the county to hold the funds in trust until the dispute with the district is resolved. The district has not yet served the agency, but agency management believes legal action is forthcoming. The agency also believes that the full annual loss of tax increment would equal approximately $3 million if the district's lawsuit succeeds as the outcome would apply not just to the district but to all overlapping taxing entities with subordinated pass-through payments. Fitch believes this level of tax increment loss would result in a default of the non-housing subordinate TABs by fiscal 2017 under a no-growth AV scenario. The agency has $20.9 million of debt service reserves, and the Fitch-estimated annual draw-down would approximate $4.4 million, inclusive of interest earnings, loan repayments, and adjusted for smoothing of a letter of credit fee that is being temporarily accrued and is payable in fiscal 2015. Fitch estimates that the TABs'reserves will be partially drawn down through final maturity, but not depleted, under a no-growth scenario wherein the agency wins the lawsuit. HOUSE PRICES UP SIGNIFICANTLY Single family home values in Pittsburg are up a substantial 20% in January 2013 compared to the prior year, according to Zillow. It is possible these market gains could result in a material AV gain in fiscal 2014, which is based on home prices on January 1, 2013. Final AV information should be available around August. A substantial portion of homes in Pittsburg have been re-assessed under Proposition 8, so an upward re-assessment of these homes would not be limited to the typical 2% cap under Proposition 13. A hypothetically substantial AV gain potentially could offset tax increment losses related to the lawsuit if ruled in favor of the district. Fitch estimates the AV gain would need to approximate 8.5% to fully offset the loss of tax increment if the district's lawsuit prevails. POWERWAVE TECHNOLOGIES: Empire Capital Holds 9% Stake at Dec. 31 ---------------------------------------------------------------- In an amended Schedule 13G filing with the U.S. Securities and Exchange Commission, Empire Capital Management, L.L.C., and its affiliates disclosed that, as of Dec. 31, 2012, they beneficially own 3,101,551 shares of common stock of Powerwave Technologies, Inc., representing 9.8% of the shares outstanding. A copy of the filing is available for free at http://is.gd/AyfONZ About Powerwave Technologies Powerwave Technologies Inc. (NASDAQ: PWAV) filed for Chapter 11 bankruptcy (Bankr. D. Del. Case No. 13-10134) on Jan. 28, 2013. Powerwave Technologies, headquartered in Santa Ana, Calif., is a global supplier of end-to-end wireless solutions for wireless communications networks. The Company has historically sold the majority of its product solutions to the commercial wireless infrastructure industry. The Company's balance sheet at Sept. 30, 2012, showed $213.45 million in total assets, $396.05 million in total liabilities and a $182.59 million total shareholders' deficit. Aside from a $35 million secured debt to P-Wave Holdings LLC, the Debtor owes $150 million in principal under 3.875% convertible subordinated notes and $106 million in principal under 2.5% convertible senior subordinated notes where Deutsche Bank Trust Company Americas is the indenture trustee. In addition, as of the Petition Date, the Debtor estimates that between $15 and $25 million is outstanding to its vendors. The Debtor is represented by attorneys at Proskauer Rose LLP and Potter Anderson & Corroon LLP. PRECISION ENGINEERED: S&P Retains 'BB-' Rating After $40MM Loan --------------------------------------------------------------- Standard & Poor's Ratings Services said that its 'BB-' senior secured issue rating on Precision Engineered Products LLC (PEP) remains unchanged after a proposed $40 million incremental term loan. The recovery rating on the $200 million term loan (including the proposed $40 million increase) is '2', indicating S&P's expectation of substantial (70% to 90%) recovery in the event of a payment default. S&P expects the company to use the proceeds to fund a dividend to its private equity owners. The 'B+' corporate credit rating and stable outlook on Attleboro, Mass.-based PEP, a manufacturer of stampings, electrical contacts and assemblies, specialty and clad metals, and engineered plastic components, are unaffected. The ratings on PEP reflect its "weak" business risk profile, characterized by limited end-market diversity, and "aggressive" financial risk profile. Current leverage--measured by total debt to EBITDA and pro forma for the incremental term loan--of 3.4x is better than S&P's expectation of 4x to 5x, and is partly because of demand from energy management end markets as utilities invested in smart grid technology. However, the pace of investment in smart meters, which include components from PEP, has slowed amid economic uncertainty. S&P expects the more stable medical end market to offset softer sales to energy markets over the next few quarters, resulting in a slight uptick in revenues in 2013. Stable margins should result in leverage remaining about 3.5x in 2013. RATINGS LIST Precision Engineered Products LLC Corporate Credit Rating B+/Stable/-- Ratings remain unchanged Precision Engineered Products LLC Senior secured $200 mil term loan* BB- Recovery Rating 2 * Includes incremental term loan PVH CORP: S&P Lowers Rating on $600MM Notes Due 2020 to 'BB' ------------------------------------------------------------ Standard & Poor's Ratings Services said it lowered its rating on New York-based PVH Corp.'s $100 million 7.75% senior secured debentures due 2023 to 'BBB-' from 'BBB' and the company's $600 million 7.375% senior unsecured notes due 2020 to 'BB' from 'BB+'. At the same time, S&P is revising its recovery rating for the secured debentures to '2' from '1' and its recovery rating for the unsecured notes to '5' from '3', reflecting its expectations of substantial (70% to 90%) and modest (10%-30%) recovery for the lenders, respectively, in case of a payment default. The 'BB+' corporate credit rating is unchanged. These actions follow the completion of PVH's acquisition of Warnaco Group Inc. in February 2013. In particular, the change in the issue level ratings reflects higher debt levels as the $3 billion acquisition of Warnaco was substantially financed with newly issued debt. S&P's ratings on PVH, including its 'BB+' corporate credit rating, reflect its view that the company's financial profile will continue to be "significant" following the Warnaco acquisition, when the company will have pro forma debt-to-EBITDA leverage in the low- to mid-4x area. In addition, S&P believes the company's financial policy continues to be moderate, particularly as S&P expects the company to aggressively reduce acquisition-related debt with cash flow from operations consistent with past practices. S&P believes the company's business risk profile continues to be "satisfactory," reflecting the corporation's good market position as one of the larger apparel companies, its portfolio of well-recognized brands, and its growing geographic diversification. PVH Corp. Corporate Credit Rating BB+/Stable/-- Ratings Lowered; Recovery Ratings Revised To From PVH Corp. $100 mil. 7.75% sr secd debentures due 2023 BBB- BBB Recovery Rating 2 1 $600 mil. 7.375% sr unsecd notes due 2020 BB BB+ Recovery Rating 5 3 QUANTUM CORP: Private Capital Holds 8% Equity Stake at Dec. 31 -------------------------------------------------------------- In an amended Schedule 13G filing with the U.S. Securities and Exchange Commission, Private Capital Management, L.P., disclosed that, as of Dec. 31, 2012, it beneficially owns 19,871,864 shares of common stock of Quantum Corp. representing 8.3% of the shares outstanding. Private Capital previously reported beneficial ownership of 19,405,928 common shares as of Dec. 31, 2011. A copy of the amended filing is available at http://is.gd/wO2BbE About Quantum Corp. Based in San Jose, California, Quantum Corp. (NYSE:QTM) -- http://www.quantum.com/-- is a storage company specializing in backup, recovery and archive. Quantum provides a comprehensive, integrated range of disk, tape, and software solutions supported by a world-class sales and service organization. The Company reported a net loss of $8.81 million for the fiscal year ended March 31, 2012, compared with net income of $4.54 million during the prior year. The Company's balance sheet at Dec. 31, 2012, showed $377.94 million in total assets, $450.02 million in total liabilities and a $72.08 million total stockholders' deficit. QUANTUM CORP: Amends Sept. 30 Form 10-Q to Add Exhibits ------------------------------------------------------- Quantum Corporation has amended its quarterly report on Form 10-Q for the period ended Sept. 30, 2012, originally filed with the Securities and Exchange Commission on Nov. 9, 2012, solely to file Exhibits 10.2, 10.3 and 10.4 which were inadvertently omitted. No other changes have been made to the Form 10-Q. The amendment speaks as of the original filing date of the Form 10-Q, does not reflect events that may have occurred subsequent to the original filing date and does not modify or update in any way disclosures made in the original Form 10-Q. Copies of the exhibits are available for free at: http://is.gd/yyP2Lb http://is.gd/eQvjyy http://is.gd/UOGbj9 http://is.gd/HeBvpb http://is.gd/pr34HQ About Quantum Corp. Based in San Jose, California, Quantum Corp. (NYSE:QTM) -- http://www.quantum.com/-- is a storage company specializing in backup, recovery and archive. Quantum provides a comprehensive, integrated range of disk, tape, and software solutions supported by a world-class sales and service organization. The Company reported a net loss of $8.81 million for the fiscal year ended March 31, 2012, compared with net income of $4.54 million during the prior year. The Company's balance sheet at Dec. 31, 2012, showed $377.94 million in total assets, $450.02 million in total liabilities and a $72.08 million total stockholders' deficit. RESIDENTIAL CAPITAL: Plan Filing Exclusivity Extended to April 30 ----------------------------------------------------------------- Judge Martin Glenn of the U.S. Bankruptcy Court for the Southern District of New York further extended the period by which Residential Capital, LLC, and its debtor affiliates have the exclusive right to file a plan through April 30, 2013, and their exclusive period to solicit acceptances of that plan through July 1. Before the Court granted an extension of the Debtors' exclusive period, Ally Financial, Inc., the Debtors' parent, made known that it is frustrated with the Debtors' inability to move the bankruptcy cases forward on the Chapter 11 plan front, yet it remains hopeful that, with the assistance of the mediator, a largely consensual plan with full third-party releases can be accomplished. If no such plan is achievable, Ally said it is prepared to discuss a modified plan or litigate the matters to judgment. Ally added that it continues to believe that the litigation route will be costly and provide no benefit to the parties involved, other than their professionals. Ally also told the Court that it does not support the "global deal" reached by the Debtors and the Official Committee of Unsecured Creditors, which agreement Ally believes is inappropriate in light of the ongoing state of the Chapter 11 Examiner's investigation. An ad hoc group of certain entities holding 9.625% junior secured guaranteed notes due 2015 stated that the Debtors' recent commitment to permit the expiration of their plan support agreement with Ally -- evidencing an apparent willingness to consider plan constructs other than a settlement with Ally predicated on non-consensual third-party releases -- constitutes an encouraging development for the prospect of meaningful plan negotiations. The Ad Hoc Group maintained that the most efficient path to global consensus is to enable the immediate consideration of viable alternative plan structures. With respect to the Debtors' agreement with the Committee, the Ad Hoc Group said the Committee has limited fiduciary duties that do not run to all stakeholders, including junior secured noteholders. Judge Glenn refused to terminate the Debtors' exclusive periods despite the objections. According to Steven Church, writing for Bloomberg News, Judge Glenn signed the order after the Debtors settled a dispute with noteholders by dropping a provision that would have given the Creditors' Committee a "veto role" over any plan the Debtors may file by the expiration of the exclusive plan filing date. "It may be at the end of 60 days, all bets are off," Judge Glenn said, according to the Bloomberg report. ResCap "would have a hard time convincing me to extend exclusivity again." Counsel for the Debtors, Lorenzo Marinuzzi, Esq., a partner at Morrison & Foerster LLP, in New York, told the Court that while they retain the exclusive right to reorganize itself, the Debtors don't expect to file a restructuring plan that the Creditors' Committee opposes. 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: Stroock's Kruger Approved as CRO ----------------------------------------------------- Judge Martin Glenn authorized Residential Capital LLC and its affiliates to appoint Lewis Kruger as chief restructuring officer, effective as of Feb. 7, 2013. Mr. Kruger is a partner and co-chair of the financial restructuring group at Stroock & Stroock & Lavan LLP. As CRO, he will head a management team that will carry out the Debtors' goals of (i) reaching and confirming a consensual Chapter 11 plan, (ii) resolving major disputed proofs of claim, (iii) managing the monetization of the Debtors' remaining regulated loan portfolio and other remaining assets, which collectively have a book value of approximately $1 billion, (iv) compliance with certain governmental servicing-related obligations, and (v) managing the transition of information and personnel following the sales of the Debtors' major assets. Mr. Kruger will be paid an hourly rate of $895 and reimbursed for all reasonable and necessary expenses incurred in connection with his duties as CRO. In addition, Mr. Kruger will have the right to earn a fee for the successful completion of his engagement although Mr. Kruger and the Debtors' Board are still in the process of negotiating the amount of the Success Fee and the targets required to be achieved in order to earn the Success Fee. 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: Judge Peck Remains as Mediator Until May ------------------------------------------------------------- Judge Martin Glenn, in an order dated March 5, 2013, extended the term of the appointment of Judge James Peck as mediator in the Chapter 11 cases of Residential Capital, LLC, and its debtor affiliates until May 31, 2013, or an earlier date as Judge Peck declares in a written order that the mediation is at an impasse and should be terminated forthwith. The extension will give parties-in-interest additional time to decide how much the Debtors' parent, Ally Financial, Inc., must pay to avoid a lawsuit over what it did before the Debtors filed for bankruptcy, Steven Church of Bloomberg News said. Prior to the Petition Date, Ally proposed paying the Debtors' creditors $750 million to settle claims. The Official Committee of Unsecured Creditors opposed the settlement, complaining that the amount is too low. Various news sources have reported that the court-sanction mediation among the parties have reached an impasse. The Creditors' Committee has indicated that it is poised to sue Ally, noting that they have already been given the authority by the Bankruptcy Court to pursue suits on behalf of the Debtors. Ally has said in a regulatory filing with the U.S. Securities and Exchange Commission that it is still willing to contribute the $750 million, which amount could be increased or decreased in the future. Ally's CEO, Michael Carpenter, in February, threatened to withdraw the prepetition settlement and go to litigation of the talks fail. The prepetition settlement lapsed on Feb. 28, according to Ally's regulatory filing. 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). RESPONSE BIOMEDICAL: Taps Darby Darilek Director of U.S. Sales -------------------------------------------------------------- Response Biomedical Corp. announced that Mr. Darby L. Darilek joined the Company on Feb. 25, 2013, as its Director of U.S. Sales. "This is an important hire for Response as we continue to solidify our plans to gain U.S. market share for our well-received product portfolio. This strategic hire comes on the heels of a successful U.S. FDA audit, the launch of the RAMP(R) 200 in the U.S. for use in laboratory settings and the recent signing of two significant U.S. based distribution agreements. We are pleased that Mr. Darilek has chosen to join Response at this critical juncture and that he will be leading the multitude of growth initiatives that we have enacted in the U.S. marketplace," said Tim Shannon, Senior Vice President of Worldwide Sales and Marketing for Response. Mr. Darilek brings a tremendous amount of Clinical, Sales and Sales Management experience to Response. He started his career as a Registered Respiratory Therapist and Perfusionist before pursuing a career in Sales and Sales Management. He enjoyed success as an Orthopedic Sales Consultant with Biomet Central Texas Orthopedics, Inc., before moving into a Sales Management role with Stryker Orthopedics, Inc. Most recently, Mr. Darilek was a Regional Sales Manager at Teleflex, Inc./Arrow International responsible for managing a business unit with sales of approximately $25 million. Over the course of his seven year tenure at Teleflex/Arrow, Mr. Darilek won numerous awards including Regional Sales Manager of the Year in 2010 and 2011. He was a finalist for the award in 2012 prior to his departure from the Company after posting the highest percentage of achievement to plan and the highest year over year revenue growth for the third consecutive year. He will bring proven sales and distributor management expertise to Response's U.S. efforts. Mr. Darilek received his Bachelor of Science in Perfusion Technology from the University of Texas School of Allied Health Science and his Master of Business Administration from Our Lady of the Lake University. About Response Biomedical Based in Vancouver, Canada, Response Biomedical Corporation develops, manufactures and sells diagnostic tests for use with its proprietary RAMP(R) System, a portable fluorescence immunoassay- based diagnostic testing platform. The RAMP(R) technology utilizes a unique method to account for sources of error inherent in conventional lateral flow immunoassay technologies, thereby providing the ability to quickly and accurately detect and quantify an analyte present in a liquid sample. Consequently, an end-user on-site or in a point-of-care setting can rapidly obtain important diagnostic information. Response Biomedical currently has thirteen tests available for clinical and environmental testing applications and the Company has plans to commercialize additional tests. As reported in the TCR on April 4, 2012, Ernst & Young LLP, in Vancouver, Canada, expressed substantial doubt about Response Biomedical'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 of the Company's recurring losses from operations. The Company's balance sheet at Sept. 30, 2012, showed C$15.4 million in total assets, C$15.9 million in total liabilities, and a stockholders' deficit of C$494,962. The Company has sustained continuing losses since its formation and at Sept. 30, 2012, had a deficit of C$112.9 million and for the nine month period ended Sept. 30, 2012, incurred negative cash flows from operations of C$4.1 million compared to C$2.3 million in the same period in 2011. Also, the Company had a C$3.4 million decrease in working capital, net of the warrant liability. "These conditions raise substantial doubt about the Company's ability to continue as a going concern." RG STEEL: Asks Court to Overrule SNA Carbon's Sale Objection ------------------------------------------------------------ RG Steel Wheeling LLC said the objection by SNA Carbon LLC to the proposed sale of its assets is "meritless" and should be overruled. RG Steel said it is only seeking to sell mineral interests under land which it owns, and that SNA Carbon did not provide any specific allegation of disruption to Mountain State Carbon LLC's operations that will result from the sale of RG Steel's own property. SNA Carbon earlier asked U.S. Bankruptcy Judge Kevin Carey to deny approval of the sale of RG Steel's right, title and interest in and to 822.908 net mineral acres in West Virginia. Bounty Minerals LLC, the winning bidder, offered to buy the assets for $3.3 million. SNA Carbon said the sale might jeopardize the operations of MSC, and that it is unable to confirm if the assets are related to MSC's operations since RG Steel did not provide legal descriptions of those assets. MSC is a 50-50 joint venture of SNA Carbon and RG Steel that produces metallurgical coke used in manufacturing steel. About RG Steel RG Steel LLC -- http://www.rg-steel.com/-- is the United States' fourth-largest flat-rolled steel producer with annual steelmaking capacity of 7.5 million tons. It was formed in March 2011 following the purchase of three steel facilities located in Sparrows Point, Maryland; Wheeling, West Virginia and Warren, Ohio, from entities related to Severstal US Holdings LLC. RG Steel also owns finishing facilities in Yorkville and Martins Ferry, Ohio. It also owns Wheeling Corrugating Company and has a 50% ownership in Mountain State Carbon and Ohio Coatings Company. RG Steel along with affiliates, including WP Steel Venture LLC, sought bankruptcy protection (Bankr. D. Del. Lead Case No. 12- 11661) on May 31, 2012, to pursue a sale of the business. The bankruptcy was precipitated by liquidity shortfall and a dispute with Mountain State Carbon, LLC, and a Severstal affiliate, that restricted the shipment of coke used in the steel production process. The Debtors estimated assets and debts in excess of $1 billion as of the Chapter 11 filing. The Debtors owe (i) $440 million, including $16.9 million in outstanding letters of credit, to senior lenders led by Wells Fargo Capital Finance, LLC, as administrative agent, (ii) $218.7 million to junior lenders, led by Cerberus Business Finance, LLC, as agent, (iii) $130.5 million on account of a subordinated promissory note issued by majority owner The Renco Group, Inc., and (iv) $100 million on a secured promissory note issued by Severstal. Judge Kevin J. Carey presides over the case. The Debtors are represented in the case by Robert J. Dehney, Esq., and Erin R. Fay, Esq., at Morris, Nichols, Arsht & Tunnell LLP, and Matthew A. Feldman, Esq., Shaunna D. Jones, Esq., Weston T. Eguchi, Esq., at Willkie Farr & Gallagher LLP, represent the Debtors. Conway MacKenzie, Inc., serves as the Debtors' financial advisor and The Seaport Group serves as lead investment banker. Donald MacKenzie of Conway MacKenzie, Inc., as CRO. Kurtzman Carson Consultants LLC is the claims and notice agent. Wells Fargo Capital Finance LLC, as Administrative Agent, is represented by Jonathan N. Helfat, Esq., and Daniel F. Fiorillo, Esq., at Otterbourg, Steindler, Houston & Rosen, P.C.; and Laura Davis Jones, Esq., and Timothy P. Cairns, Esq., at Pachuiski Stang Ziehi & Jones LLP. Renco Group is represented by lawyers at Cadwalader, Wickersham & Taft LLP. An official committee of unsecured creditors has been appointed in the case. Kramer Levin Naftalis & Frankel LLP represents the Committee. Huron Consulting Services LLC serves as its financial advisor. The Debtor has sold off the principal plants. The sale of the Wheeling Corrugating division to Nucor Corp. brought in $7 million. That plant in Sparrows Point, Maryland, fetched the highest price, $72.5 million. ROTECH HEALTHCARE: Deutsche Bank Holds 8% Stake at Dec. 31 ---------------------------------------------------------- In an amended Schedule 13G filing with the U.S. Securities and Exchange Commission, Deutsche Bank AG and Deutsche Bank AG, London Branch, disclosed that, as of Dec. 31, 2012, they beneficially own 2,269,496 shares of common stock of Rotech Healthcare Inc. representing 8.72% of the shares outstanding. A copy of the filing is available for free at http://is.gd/xIRCjO About Rotech Healthcare Based in Orlando, Florida, Rotech Healthcare Inc. (NASDAQ: ROHI) -- http://www.rotech.com/-- provides home medical equipment and related products and services in the United States, with a comprehensive offering of respiratory therapy and durable home medical equipment and related services. The company provides equipment and services in 48 states through approximately 500 operating centers located primarily in non-urban markets. The Company reported a net loss of $14.76 million in 2011, a net loss of $4.20 million in 2010, and a net loss of $21.08 million in 2009. The Company's balance sheet at Sept. 30, 2012, showed $255.76 million in total assets, $601.98 million in total liabilities and a $346.22 million total stockholders' deficiency. Bankruptcy Warning "In the event that we lack the ability to generate adequate cash to support our ongoing operations, we may need to access the financial markets by seeking additional debt or equity financing. As disclosed in our Risk Factors, there may be uncertainty surrounding our ability to access capital in the marketplace. The Company may be unable to secure the $15.0 million in additional financing permitted to it under the Indentures for our Senior Secured Notes and our Senior Second Lien Notes or to refinance its indebtedness on commercially reasonable terms, in which case it would need to identify alternative options to address its current and prospective credit situation, such as a sale of the Company or other strategic transaction, or a transformative transaction, such as a possible restructuring or reorganization of the Company's operations which could include filing for bankruptcy protection," the Company said in its quarterly report for the period ended Sept. 30, 2012. * * * As reported by the TCR on Aug. 21, 2012, Standard & Poor's Ratings Services lowered its rating on Orlando, Fla.-based Rotech Healthcare Inc. to 'CCC-' from 'B'. "The ratings reflect Rotech's highly leveraged financial risk profile, dominated by its weak liquidity position, high debt burden and overall sensitivity of credit metrics to the uncertain reimbursement environment," said Standard & Poor's credit analyst Tahira Wright. In the Aug. 30, 2012, edition of the TCR, Moody's Investors Service downgraded Rotech Healthcare, Inc.'s Corporate Family Rating to Caa3 from B3 and Probability of Default Rating to Caa3 from B2. This rating action is based on Moody's expectation that Rotech's liquidity and credit metrics -- which are already weak -- will deteriorate further over the next few quarters. Moody's expects continued top-line pressure from Medicare reimbursement cuts in 2013. RTL-WESTCAN LTD: DBRS Raises Issuer Rating to 'BB(low)' ------------------------------------------------------- DBRS has upgraded the Issuer Rating of RTL-Westcan Limited Partnership (RTL or the Partnership) to BB (low) from B (high) and confirmed the BB (low) instrument rating, with a recovery rating of RR3, on the Partnership's Senior Secured (Second Lien) Debt. The trend for all ratings is Stable. The upgrade of the Issuer Rating largely reflects RTL's significantly improved financial risk profile following its deleveraging effort in the past two years, causing its financial metrics to be strong, even for the revised rating level, and continued market leadership in the niche hauling market for fuel and bulk products in western and northern Canada. The challenges of operating in a competitive market and being exposed to factors not within the Partnership's control, such as driver availability and weather-related disruptions, constrain RTL's business risk profile and further upside on the ratings. In accordance with the "DBRS Recovery Ratings for Non- Investment Grade Corporate Issuers" criteria (revised in January 2013), the instrument rating remains unchanged at BB (low) as the rating of a debt instrument with a RR3 recovery rating issued by a BB-range issuer will now be the same as the Issuer Rating. In the last rating report dated February 27, 2012, DBRS recognized RTL's improving operating performance, application of improved cash flow toward debt reduction and stronger financial metrics in fiscal 2011 (year ending October 31, 2011). At that time, however, DBRS also believed that the Partnership's debt coverage metrics in fiscal 2012 would remain at similar levels and expected operating cash flow to be used to finance a high level of capex as the fleet renewal and expansion program continued. Instead, RTL was able to reduce its debt level further by approximately $23 million, made possible by cash proceeds from the sale of its aviation division in August 2012 and moderately lower capex and working capital requirements during the year. On aggregate, RTL has reduced its debt level by more than $40 million since it issued the senior secured notes in fiscal 2010. As a result, the Partnership's debt coverage metrics further improved, with adjusted cash flow-to-debt of 23% in fiscal 2012 compared to 9% in fiscal 2010 and debt-to-EBTIDA at 3.2 times (x) from 5.0x during the same period. DBRS understands that RTL intends to maintain its financial metrics at similar or moderately better levels in the medium term. Although these financial metrics are considered strong for a BB-rated issuer, DBRS believes that they are necessary for RTL to maintain its current ratings because of the challenges facing the Partnership's operations, as discussed above. RTL continues to be a market leader in the niche segment of providing hauling services for fuel and bulk products (including grain, fertilizer, anhydrous ammonia, sulphur, lime, salt, coal and asphalt), with a focus on the western and northern Canadian markets. With one of the largest fleets in the region and good supporting facilities, the Partnership has a strong market position, ranking among the top three players and capturing at least 30% market share in each product segment. Although the trucking industry is fragmented, there is a material barrier of entry in RTL's specific niche segment, created by the need to invest in and efficiently manage a specialized fleet, as well as safety requirements for hauling hazardous or inflammable goods and the capability required to handle transport in harsh weather conditions. This, in combination with the Partnership's ownership of a network of supporting facilities (warehouses, yards and fuel tanks), should help make RTL's market position defendable and limit future competition. The recent acquisition of Saskatchewan- based Wrangler Tank Services Ltd. (WTS) could potentially help cement RTL's competitive position in the oil and gas upstream market. Following the disposal of the aviation division to Ledcor Air Limited (Ledcor Air) in August 2012, hauling is essentially the dominant business of the Partnership, generating more than 90% of revenue and EBITDA. Its construction division carries a supportive role to hauling, with its equipment utilized to construct winter roads for hauling to remote and frigid northern Canada, while engaging also in civil construction projects for mining and infrastructure activities to maximize capacity utilization. DBRS considers the trucking industry highly cyclical and, as a relatively small niche player serving specific industry segments in a focused geographic region, RTL is exposed to specific factors that could affect its revenue and earnings. Demand for its hauling services could be affected by production volume and prices of fuel and other bulk commodities, weather conditions affecting agricultural and road construction activities, as well as demand for heating fuel and winter road transports. In addition, while industry competition keeps pricing competitive, hauling operators have limited control over a number of cost items such as fuel and labour. This was evident in fiscal 2009 and 2010 when a combination of factors (weak economic conditions, unfavourable weather patterns, driver shortages and increased maintenance costs) resulted in EBITDA that was 25% to 30% lower than the level seen in fiscal 2008. DBRS understands that RTL has taken measures to reduce revenue and earnings volatility by (1) supplementing its year-round baseload fuel hauling business with other products that have different seasonal peaks, (2) completing a fleet renewal program with purchases of newer and more fuel-efficient tractors and (3) focusing on hiring and training new drivers to alleviate driver shortages. The efforts have shown some results as the EBITDA (before a management fee) margin of the hauling division improved to 19.1% in fiscal 2012 from 17.5% in the preceding year. However, DBRS believes that these efforts could only partly reduce the impact on earnings if conditions in fiscal 2010 were to repeat themselves, and would not entirely mitigate the inherent volatility of the industry. Despite the industry risks mentioned above, RTL has a proven track record of performance and safety, which allows it to maintain long-established business relationships with mining and oil and gas operators in the region and enter into medium-term contracts (typically with three to five years of duration) with these clients. DBRS understands that more than three-quarters of the Partnership's revenue is generated by these contracts. These relationships provide a degree of earnings and cash flow stability, and the Partnership has been able to generate approximately $10 million to $20 million in free cash flow annually under normal business conditions, which was applied toward debt reduction in the past two years. The ratings and Stable trend reflect DBRS's expectation that RTL's more modern and fuel-efficient tractor fleet and the expanded business through the acquisition of WTS should support the Partnership's leading position in the hauling market in western and northern Canada. With the deleveraging effort in the past two years, RTL's financial metrics are now strong for the rating, although DBRS considers this necessary to cushion against volatility and challenges inherent in RTL's business, which often are beyond its control, as was the case in fiscal 2010. RTL's ratings could be pressured in the event of a prolonged period of weak hauling volume and competitive pressure, or a material deterioration of the Partnership's market position. A materially debt-financed acquisition, which may result in materially weaker debt coverage metrics, with adjusted cash flow-to-debt falling below 20% and adjusted debt-to-EBITDA exceeding 3.5x on a sustained basis, could also result in lower ratings. RTL's current modest business scope, scale and geographic reach in a relatively volatile hauling market will remain a significant constraint to any further rating upgrade. In the longer term, RTL will need to materially improve its business scope and stability while maintaining its financial metrics at or improving them from their current levels for a further rating upgrade to be considered. SA NYU WA: Case Summary & 18 Largest Unsecured Creditors -------------------------------------------------------- Debtor: 'SA' NYU WA, Inc. P.O. Box 359 16500 E. Highway 66 Peach Springs, AZ 86434 Bankruptcy Case No.: 13-02972 Chapter 11 Petition Date: March 4, 2013 Court: U.S. Bankruptcy Court District of Arizona (Yuma) Judge: Brenda Moody Whinery Debtor's Counsel: Kelly Singer, Esq. QUARLES & BRADY, LLP One Renaissance Square Two N. Central Avenue Phoenix, AZ 85004 Tel: (602) 229-5620 Fax: (602) 420-5026 E-mail: kelly.singer@quarles.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $10,000,001 to $50,000,000 The Company's list of its 18 largest unsecured creditors is available for free at: http://bankrupt.com/misc/azb13-02972.pdf The petition was signed by Jennifer Turner, chief executive officer. SANDPOINT CATTLE: Barred From Using Cash Collateral --------------------------------------------------- Judge Timothy J. Mahoney of the U.S. Bankruptcy Court for the District of Nebraska denied a motion for use of cash collateral in the Chapter 11 case of Sandpoint Cattle Company, LLC. Sandpoint Cattle sought court approval to use cash collateral -- that is, the proceeds of the sale of bulls in February 2013 of $1,069,907 plus proceeds of the sale of animals during the next few months, plus the proceeds of an insurance policy. The time period requested for use of the cash collateral is from February 6 through the week of June 16, 2013. Alger Cattle Company, LLC, which has a lien on the cattle, proceeds, and all other personal property, objected to the Debtor's bid, arguing that its interest in the collateral is not adequately protected if Sandpoint is allowed to use the sale proceeds. Judge Mahoney denied the request saying the obligation of the Debtor is to adequately protect the value of the collateral on the petition date. "The petition date value is not being protected under the proposal, even if the third-party contribution of $200,000 is made available," he concluded. A copy of the Bankruptcy Court's March 1, 2013 Order is available at http://is.gd/yj0MkOfrom Leagle.com. About Sandpoint Cattle Sandpoint Cattle Company, LLC operates a commercial cattle business in Nebraska. It has a cow-calf herd and raises and sells bulls. Sandpoint Cattle filed for Chapter 11 protection (Bankr. D. Neb. Case No. 13-40219) on February 6, 2013. The Debtor estimated it had assets and liabilities of $1,000,001 to $10,000,000 at the time of the filing. Robert F. Craig, Esq., of Craig/Bednar Law serves as its counsel. SCHOOL SPECIALTY: Three Committee Members Resign ------------------------------------------------ Roberta A. DeAngelis, U.S. Trustee for Region 3, notified the U.S. Bankruptcy Court for the District of Delaware that the members of the official committee of unsecured creditors appointed in the Chapter 11 cases of School Specialty, Inc., et al., are down to four after former committee members Zazove Associates, LLC, Steel Excel Inc., and Davis Appreciation and Income Fund voluntarily resigned. The Creditors' Committee is now composed of: 1. Integrated Resources Holdings Inc. Attn: William DelPrincipe 300 Atlantic St. Stamford, CT 06901 Phone: 203-658-1210 Fax: 203-658-1325 2. S.P. Richards Company Attn: Alan Toney 6300 Highlands Pkwy. Smyrna, GA 30082 Phone: 770-433-3552 Fax: 770-433-3593 3. Quad/Graphics, Inc. Attn: Pat Rydzik N61 WZ-3044 Harry's Way Sussex, WI 53089 Phone: 414-566-2721 Fax: 414-566-9415 4. The Bank of New York Mellon Trust Company NA Attn: Martin Feig 101 Barclay St., 8 West New York, NY 10286 Phone: 212-815-5383 Fax: 724-540-64081 About School Specialty Based in Greenville, Wisconsin, School Specialty is a supplier of educational products for kindergarten through 12th grade. Revenue in 2012 was $731.9 million through sales to 70% of the country's 130,000 schools. School Specialty and certain of its subsidiaries filed voluntary petitions for reorganization under Chapter 11 (Bankr. D. Del. Lead Case No. 13-10125) on Jan. 28, 2013, to facilitate a sale to lenders led by Bayside Financial LLC, absent higher and better offers. Attorneys at Young Conaway Stargatt & Taylor, LLP, serve as counsel to the Debtors. Alvarez & Marsal North America LLC is the restructuring advisor and Perella Weinberg Partners LP is the investment banker. Kurtzman Carson Consultants LLC is the claims and notice agent. The petition estimated assets of $494.5 million and debt of $394.6 million. SCHOOL SPECIALTY: Executed ABL DIP Agreement Filed -------------------------------------------------- Pursuant to the order granting final authority for School Specialty, Inc., et al., to obtain $175 million from a consortium of lenders with Wells Fargo Capital Finance, LLC, acting as administrative agent, the Debtors filed with the U.S. Bankruptcy Court for the District of Delaware an executed version of Amendment No. 1 to the ABL DIP Credit Agreement, dated Feb. 27, 2013, a copy of which is available for free at: http://bankrupt.com/misc/SSIabldip0301.pdf The amendment includes a provision under which the Borrowers are required to pay to Agent, for the ratable account of the Revolving Lenders, an amendment fee of $450,000, which fee will be fully earned upon the entry of the Final DIP Order, with $225,000 payable upon entry of the Final DIP Order and $225,000 payable on April 16, 2013; provided, however, that the amount payable on April 16, 2013, will be waived if all of the Obligations and Existing Secured Obligations have been paid in full on or before April 15, 2013. Aside from the $175 million ABL DIP Agreement, the Debtors also obtained final court authority to obtain a super-priority credit facility with a principal amount of $143,124,129 from Bayside Finance, LLC. A full-text copy of the Final Bayside DIP Order is available for free at http://bankrupt.com/misc/SSIdipbs0226.pdf Moreover, the Debtors obtained interim court authority to obtain replacement postpetition financing totaling $155 million from certain holders of the 3.75% Convertible Subordinated Notes due 2016. A full-text copy of the Interim Replacement DIP Order is available for free at http://bankrupt.com/misc/SSIadhocdip0226.pdf A final hearing on the Replacement DIP Motion will be held on March 15, 2013, at 11:00 A.M., before Judge Kevin J. Carey. About School Specialty Based in Greenville, Wisconsin, School Specialty is a supplier of educational products for kindergarten through 12th grade. Revenue in 2012 was $731.9 million through sales to 70% of the country's 130,000 schools. School Specialty and certain of its subsidiaries filed voluntary petitions for reorganization under Chapter 11 (Bankr. D. Del. Lead Case No. 13-10125) on Jan. 28, 2013, to facilitate a sale to lenders led by Bayside Financial LLC, absent higher and better offers. Attorneys at Young Conaway Stargatt & Taylor, LLP, serve as counsel to the Debtors. Alvarez & Marsal North America LLC is the restructuring advisor and Perella Weinberg Partners LP is the investment banker. Kurtzman Carson Consultants LLC is the claims and notice agent. The petition estimated assets of $494.5 million and debt of $394.6 million. SCHOOL SPECIALTY: Schedules of Assets and Liabilities Filed ----------------------------------------------------------- School Specialty, Inc., and its debtor affiliates filed with the U.S. Bankruptcy Court for the District of Delaware schedules disclosing these assets and liabilities: Debtor Assets Liabilities ------ ------ ----------- School Specialty, Inc. $176,634,925 $352,936,924 Bird-In-Hand Woodworks, Inc. $1,755,251 $138,156,867 Califone International, Inc. $6,033,175 $139,199,319 Childcraft Education Corp. $4,425,868 $138,156,867 ClassroomDirect, LLC $733,216 $138,156,867 Delta Education, LLC $41,904,043 $138,875,339 Frey Scientific, Inc. $583,361 $138,156,867 Premier Agendas, Inc. $15,146,258 $138,156,867 Sax Arts & Crafts, Inc. $583,361 $138,156,867 Sportime, LLC $9,193,971 $138,156,867 Full-text copies of School Specialty, Inc.'s Schedules are available for free at http://bankrupt.com/misc/SSIsal.pdf Full-text copies of Bird-In-Hand Woodworks, Inc.'s Schedules are available for free at http://bankrupt.com/misc/SSIbihsal.pdf Full-text copies of Califone International, Inc.'s Schedules are available for free at http://bankrupt.com/misc/SSIcfsal.pdf Full-text copies of Childcraft Education Corp.'s Schedules are available for free at http://bankrupt.com/misc/SSIcecsal.pdf Full-text copies of ClassroomDirect, LLC's Schedules are available for free at http://bankrupt.com/misc/SSIcdsal.pdf Full-text copies of Delta Education, LLC's Schedules are available for free at http://bankrupt.com/misc/SSIdesal.pdf Full-text copies of Frey Scientific, Inc.'s Schedules are available for free at http://bankrupt.com/misc/SSIfreysal.pdf Full-text copies of Premier Agendas, Inc.'s Schedules are available for free at http://bankrupt.com/misc/SSIpasal.pdf Full-text copies of Sax Arts & Crafts, Inc.'s Schedules are available for free at http://bankrupt.com/misc/SSIsacisal.pdf Full-text copies of Sportime, LLC's Schedules are available for free at http://bankrupt.com/misc/SSIspsal.pdf About School Specialty Based in Greenville, Wisconsin, School Specialty is a supplier of educational products for kindergarten through 12th grade. Revenue in 2012 was $731.9 million through sales to 70% of the country's 130,000 schools. School Specialty and certain of its subsidiaries filed voluntary petitions for reorganization under Chapter 11 (Bankr. D. Del. Lead Case No. 13-10125) on Jan. 28, 2013, to facilitate a sale to lenders led by Bayside Financial LLC, absent higher and better offers. Attorneys at Young Conaway Stargatt & Taylor, LLP, serve as counsel to the Debtors. Alvarez & Marsal North America LLC is the restructuring advisor and Perella Weinberg Partners LP is the investment banker. Kurtzman Carson Consultants LLC is the claims and notice agent. The petition estimated assets of $494.5 million and debt of $394.6 million. SCHOOL SPECIALTY: LaGrange No Longer Owns Shares at Dec. 31 ----------------------------------------------------------- In an amended Schedule 13G filing with the U.S. Securities and Exchange Commission, LaGrange Capital Partners, L.P., and its affiliates disclosed that, as of Dec. 31, 2012, they do not beneficially own shares of common stock of School Specialty, Inc. A copy of the filing is available at http://is.gd/AwUkvW About School Specialty Based in Greenville, Wisconsin, School Specialty is a supplier of educational products for kindergarten through 12th grade. Revenue in 2012 was $731.9 million through sales to 70 percent of the country's 130,000 schools. School Specialty and certain of its subsidiaries filed voluntary petitions for reorganization under Chapter 11 (Bankr. D. Del. Lead Case No. 13-10125) on Jan. 28, 2013, to facilitate a sale to lenders led by Bayside Financial LLC, absent higher and better offers. Attorneys at Young Conaway Stargatt & Taylor, LLP, serve as counsel to the Debtors. Alvarez & Marsal North America LLC is the restructuring advisor and Perella Weinberg Partners LP is the investment banker. Kurtzman Carson Consultants LLC is the claims and notice agent. The petition estimated assets of $494.5 million and debt of $394.6 million. SCHWAB INDUSTRIES: 6th Cir. Affirms Ruling for Huntington Bank -------------------------------------------------------------- The U.S. Court of Appeals for the Sixth Circuit affirmed a district court's grant of summary judgment to Huntington National Bank on David Schwab's counterclaim that Huntington breached its duties as Trustee of the Schwab Irrevocable Trust. David Schwab appealed the district court. In April 1992, Jerry Schwab established a trust for the benefit of his children. Huntington National Bank is trustee of the Schwab Trust. The Trust was funded by life insurance policies on the lives of Jerry Schwab and his wife, Donna. The same day the Trust was established, Jerry Schwab's business, Schwab Industries, Inc., entered into an agreement with Huntington stating that the life insurance premiums funding the Trust were to be paid through Schwab Industries. In exchange for payment of the annual premiums, Huntington, as trustee, granted Schwab Industries a collateral interest in the life insurance policies limited to the total premiums contributed by Schwab Industries. The Agreement also stated that it could be terminated upon the happening of certain events, including "expiration of ten (10) days after receipt by either party of written notice of termination given by the other party." About 18 years after the Schwab Trust was created, on Feb. 28, 2010, Schwab Industries filed a voluntary Chapter 11 petition. One of Schwab Industries' creditors, KeyBank, acting as administrative agent to several other creditors, filed an adversary proceeding in the bankruptcy court asserting that the creditors had a security interest in Schwab Industries' collateral interest in the Split Dollar Agreement, and that KeyBank intended to exercise Schwab Industries' rights to terminate the Agreement so that it could collect the company's interest in the premiums. As Trustee, Huntington disputed KeyBank's alleged security interest, refused to pay KeyBank what it claimed to be entitled to, contested KeyBank's authority to terminate the Agreement, and argued that "any repayment by Huntington of the premiums paid by SII [may] constitute a breach of Huntington's fiduciary duties under the trust instrument." Huntington requested that the bankruptcy court declare the rights of all the parties under the Split Dollar Agreement. One of the Trust beneficiaries, David Schwab, then filed a counterclaim against Huntington alleging that Huntington breached its fiduciary duties as trustee under the statutory and common law of Florida. The counterclaim argued that Huntington was not acting in the best interests of the beneficiaries when it requested a declaration that it would not be breaching its duties if it disposed of the premiums in accordance with an order of the court. The counterclaim also asserted that Huntington improperly used Trust assets to pay for legal representation in filing its counterclaim against KeyBank and its request for declaratory relief because those expenses were not "reasonable expenses incurred in the management and protection of the trust." David Schwab's counterclaim sought an order prohibiting Huntington from paying any costs or fees from the Trust and also sought a refund to the Trust for the attorney's fees already spent. In November 2011, David Schwab filed a motion in the district court to withdraw reference to the bankruptcy action. The district court granted the motion on March 16, 2012. Shortly thereafter, Huntington moved for summary judgment on KeyBank's original claims, and argued that KeyBank was not entitled to any Trust property and even if it were, it was not entitled to liquidated damages. Huntington separately moved for summary judgment on David Schwab's counterclaims against Huntington. On May 10, 2012, David Schwab filed a brief opposing Huntington's motion for summary judgment. With respect to the breach of fiduciary duties claims against Huntington, David Schwab's brief in opposition argued that by filing the request for declaratory judgment in order to protect itself, Huntington "stepped out of its role as a fiduciary," and thereby "unnecessarily brought the beneficiaries into the lawsuit . . ." The brief also argued that because Huntington was seeking to protect itself from suit, its interests conflicted with the duties owed to the Trust, and thus, Huntington should not have used its powers as trustee to pay for legal representation from the Trust funds. It further argued that Huntington breached its duties by not notifying the beneficiaries immediately after KeyBank sought termination of the Agreement and attempted to collect Trust property. On July 2, 2012, after successful mediation, KeyBank, Huntington, and David Schwab reached a partial settlement, resolving the disputes over the Split Dollar Agreement and effectively releasing KeyBank from the action. Following the settlement and partial dismissal, David Schwab's counterclaim against Huntington was the only outstanding issue. On July 16, 2012, the district court granted Huntington's motion for summary judgment on David Schwab's counterclaim. The appeal followed. Among other things, a three-judge panel of the Sixth Circuit ruled Monday that the claims David Schwab raised focused entirely on the argument that Huntington breached its duties by requesting a declaration that it would not be breaching its duties if it disposed of the life insurance premiums in accordance with a court order. This argument was made in Schwab's counterclaim and in his brief in opposition to Huntington's motion for summary judgment. David Schwab, the panel noted, never formally raised the argument he now asserts, that Huntington had a conflict of interest as a secured creditor of Schwab Industries, and that the secured creditor conflict somehow resulted in a breach of Huntington's duties. Because David Schwab never raised the issue, it is forfeited, the panel said. The appellate case is JERRY A. SCHWAB; DONNA L. SCHWAB; DAVID A. SCHWAB, Plaintiffs-Appellants, v. HUNTINGTON NATIONAL BANK, Defendant-Appellee, No. 12-3993 (6th Cir.). A copy of the Sixth Circuit's March 4 opinion is available at http://is.gd/Yzq0x8from Leagle.com. About Schwab Industries Dover, Ohio-based Schwab Industries, Inc., produced, supplied and distributed ready-mix concrete, concrete block, cement and related supplies to commercial, governmental and residential contractors throughout Northeast Ohio and Southwest Florida. The Company filed for Chapter 11 bankruptcy protection (Bankr. N.D. Ohio Case No. 10-60702) on Feb. 28, 2010. Affiliates Medina Cartage Co.; Medina Supply Company; Quality Block & Supply, Inc.; O.I.S. Tire, Inc.; Twin Cities Concrete Company; Schwab Ready-Mix, Inc.; Schwab Materials, Inc.; and Eastern Cement Corp. also sought bankruptcy protection. The Parkland Group, Inc., provided restructuring services and designated Laurence V. Goddard as Chief Restructuring Officer. Hahn Loeser & Parks LLP served as bankruptcy counsel. Brouse McDowell, LPA, served as special counsel. Garden City Group, Inc., served as claims, noticing and balloting agent. The Company estimated its assets and liabilities at $50 million to $100 million. As part of the bankruptcy, substantially all of the Debtors' assets via auction. The Court entered a sale order on May 28, 2010. Subsequently, the Court confirmed a liquidation plan. Through the sale and plan, a creditor trust was established for the benefit of the unsecured creditors and John B. Pidcock was designated Creditor Trustee. The Debtor was later renamed SII Liquidation Company. SEARS HOLDINGS: E. Lampert Buys 1.2-Mil. Shares for $54.9-Mil. -------------------------------------------------------------- In an amended Schedule 13D filing with the U.S. Securities and Exchange Commission, Edward S. Lampert and his affiliates disclosed that, as of March 4, 2013, they beneficially own 60,136,171 common shares of Sears Holdings Corporation representing 56.5% of the shares outstanding. In a private transaction on March 4, 2013, Mr. Lampert acquired an aggregate of 1,239,056 shares of Holdings Common Stock from Investors for aggregate consideration of approximately $54,964,524 using personal funds. A copy of the regulatory filing is available for free at: http://is.gd/4ozcDX About Sears Hoffman Estates, Illinois-based Sears Holdings Corporation (Nasdaq: SHLD) -- http://www.searsholdings.com/-- operates full- line and specialty retail stores in the United States and Canada. Sears Holdings operates through its subsidiaries, including Sears, Roebuck and Co. and Kmart Corporation. Sears Holdings also owns a 94% stake in Sears Canada and an 80.1% stake in Orchard Supply Hardware. Key proprietary brands include Kenmore, Craftsman and DieHard, and a broad apparel offering, including such well-known labels as Lands' End, Jaclyn Smith and Joe Boxer, as well as the Apostrophe and Covington brands. It also has the Country Living collection, which is offered by Sears and Kmart. Kmart Corporation and 37 of its U.S. subsidiaries filed voluntary Chapter 11 petitions (Bankr. N.D. Ill. Lead Case No. 02-02474) on Jan. 22, 2002. Kmart emerged from chapter 11 protection on May 6, 2003, pursuant to the terms of an Amended Joint Plan of Reorganization. John Wm. "Jack" Butler, Jr., Esq., at Skadden, Arps, Slate, Meagher & Flom, LLP, represented the retailer in its restructuring efforts. The Company's balance sheet showed $16,287,000,000 in assets and $10,348,000,000 in debts when it sought chapter 11 protection. Kmart bought Sears, Roebuck & Co., for $11 billion to create the third-largest U.S. retailer, behind Wal-Mart and Target, and generate $55 billion in annual revenues. Kmart completed its merger with Sears on March 24, 2005. For the year ended Feb. 2, 2013, the Company incurred a net loss of $1.05 billion on $39.85 billion of merchandise sales and services, as compared with a net loss of $3.14 billion on $41.56 billion of merchandise sales and services for the year ended Jan. 28, 2012. The Company's balance sheet at Feb. 2, 2013, showed $19.34 billion in total assets, $16.16 billion in total liabilities and $3.17 billion in total equity. Negative Outlook Standard & Poor's Ratings Services in January 2012 lowered its corporate credit rating on Hoffman Estates, Ill.-based Sears Holdings Corp. to 'CCC+' from 'B'. "We removed the rating from CreditWatch, where we had placed it with negative implications on Dec. 28, 2011. We are also lowering the short-term and commercial paper rating to 'C' from 'B-2'. The rating outlook is negative," S&P said. "The corporate credit rating reflects our projection that Sears' EBITDA will be negative in 2012, given our expectations for continued sales and margin pressure," said Standard & Poor's credit analyst Ana Lai. She added, "We further expect that liquidity could be constrained in 2013 absent a turnaround or substantial asset sales to fund operating losses." Moody's Investors Service in January 2012 lowered Sears Holdings Family and Probability of Default Ratings to B3 from B1. The outlook remains negative. At the same time Moody's affirmed Sears' Speculative Grade Liquidity Rating at SGL-2. The rating action reflects Moody's expectations that Sears will report a significant operating loss in fiscal 2011. Moody's added that the rating action also reflects the company's persistent negative trends in sales, which continue to significantly underperform peers. As reported by the TCR on Dec. 7, 2012, Fitch Ratings has affirmed its long-term Issuer Default Ratings (IDR) on Sears Holdings Corporation (Holdings) and its various subsidiary entities (collectively, Sears) at 'CCC' citing that The magnitude of Sears' decline in profitability and lack of visibility to turn operations around remains a major concern. SECUREALERT INC: R. Klinkhammer Ceases to Own 5% Stake at Feb. 28 ----------------------------------------------------------------- In an amended Schedule 13D filing with the U.S. Securities and Exchange Commission, Rene Klinkhammer disclosed that, as of Feb. 28, 2013, he beneficially owns 2,648,273 shares of common stock of SecureAlert, Inc., representing less than 1% of the shares outstanding. Mr. Klinkhammer has served as member of the Board of Directors of the Company since 2010. Mr. Klinkhammer has received revocable voting proxies from certain shareholders of the Company. The six Proxies cover an aggregate of 166,878,908 Shares, including 82,500,000 Shares underlying 13,750 Series D Preferred shares that vote with the Shares at the conversion rate of 6,000 Shares for each share of Series D Preferred. As a result, Mr. Klinkhammer has the discretion to vote the equivalent of an aggregate of 169,527,181 Shares at the Annual Meeting. Following the conclusion of the 2013 Annual Meeting of Shareholders held on Feb. 28, 2013, the proxies received by Mr. Klinkhammer expired pursuant to their terms. Accordingly, Mr. Klinkhammer no longer has the discretion to vote the Proxy Shares. Mr. Klinkhammer expressly disaffirms the existence of a group with regard to the Proxy Shares and disclaims beneficial ownership of any securities owned by holders of the Proxy Shares. A copy of the amended Schedule is available for free at: http://is.gd/s7kA9z About SecureAlert Inc. Sandy, Utah-based SecureAlert, Inc. (OTC BB: SCRA) -- http://www.securealert.com/-- is an international provider of electronic monitoring systems, case management and services widely utilized by more than 650 law enforcement agencies worldwide. SecureAlert incurred a net loss attributable to SecureAlert common stockholders of $19.93 million on $19.79 million of total revenues for the year ended Sept. 30, 2012, compared with a net loss attributable to SecureAlert common stockholders of $11.92 million on $17.96 million of total revenues during the prior fiscal year. Hansen, Barnett & Maxwell, P.C., in Salt Lake City, Utah, issued a "going concern" qualification on the consolidated financial statements for the fiscal year ended Sept. 30, 2012, citing losses, negative cash flows from operating activities, notes payable in default and an accumulated deficit, which conditions raise substantial doubt about its ability to continue as a going concern. The Company's balance sheet at Dec. 31, 2012, showed $28.39 million in total assets, $23.40 million in total liabilities and $4.99 million in total equity. SITEL LLC: Cash Flow Deficit Prompts Moody's to Cut CFR to Caa1 --------------------------------------------------------------- Moody's Investors Service downgraded Sitel LLC's corporate family rating to Caa1 from B3, its probability of default rating to Caa1- PD from B3-PD, and the existing ratings for the company's senior secured and senior unsecured debts. Moody's also assigned an SGL-3 speculative grade liquidity rating to Sitel. The outlook for the ratings is stable. The downgrade of the CFR reflects Sitel's weaker-than-expected operating cash flow generation. Moody's has taken the following ratings actions: Issuer: Sitel, LLC Corporate family rating -- Caa1, downgraded from B3 Probability of default rating -- Caa1-PD, downgraded from B3-PD $61 million first lien revolving credit facility due 2016 -- B2, LGD2 (26%), downgraded from B1, LGD2 (28%) $226 million (outstanding) first lien term loan due 2017 -- B2, LGD2 (26%), downgraded from B1, LGD2 (28%) $200 million 11% Senior Secured Notes due 2017 -- B2, LGD2 (26%), downgraded from B1, LGD2 (28%) $300 million 11.5% Senior Unsecured Notes due 2018 -- Caa2, LGD5 (81%), revised from LGD5 (83%) Speculative grade liquidity -- Assigned SGL-3 Outlook: Stable Ratings Rationale: Moody's downgraded Sitel's CFR to Caa1 to reflect the company's larger-than-expected free cash flow deficit in 2012 and Moody's view that negative free cash flow will persist in 2013, leading to further erosion in liquidity. Although Moody's expects Sitel's EBITDA and operating cash flow to increase in 2013, the company's debt leverage could remain near 6.0x (Moody's adjusted total debt- to-EBITDA, including capitalized operating leases but before incorporating debt attribution to the preferred stock) at year-end 2013, approximately one turn higher than the rating agency's previous expectations as a result of weaker-than-expected cash flow generation. Sitel could have limited financial flexibility under its financial covenants in the next 12 to 18 month, while it executes plans to reduce SG&A costs and maintain adequate levels of spending to support revenue growth. The Caa1 CFR reflects Sitel's lack of free cash flow and high debt leverage, and its highly competitive customer care outsourcing industry. The Caa1 rating is supported by Sitel's good operating scale in a highly fragmented industry and its market position as one of the leading providers of customer care services. Sitel's credit profile benefits from its diversified customer base in various end-market verticals and the good organic growth prospects for the outsourced customer care services industry. The SGL-3 rating reflects Moody's expectations that Sitel should maintain adequate levels of liquidity in the next 12 to 18 months, comprising modest levels of cash balances and availability under the revolving credit facility. However, Moody's notes that if expected EBITDA and operating cash flow growth does not materialize, Sitel could have limited headroom under the financial covenants. Sitel's ratings could be downgraded if liquidity weakens, including depleting cash balances and the lack of access to funds under the revolving credit facility. The rating could be downgraded if Sitel's prospective ability to comply with financial covenants becomes uncertain or the company's earnings and operating cash flow decline. Conversely, Moody's could raise Sitel's ratings if its free cash flow turns positive driven by sustained improvement in earnings and the company maintains good liquidity. The principal methodology used in this rating 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. Headquartered in Nashville, Tennessee, Sitel is a leading customer care and business process outsourcing vendor with annual revenues of $1.43 billion in 2012. Private equity firm Onex Corporation owns a majority interest in Sitel Worldwide Corporation, Sitel's parent company. SOLAR TRUST: Settles With Parent to Confirm Plan ------------------------------------------------ Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that the creditors' committee and Solar Millennium Inc. settled with liquidators for the German parent Solar Millennium AG, allowing for confirmation of a liquidating Chapter 11 plan where the recovery by unsecured creditors will rise from a range of 14% to 20% to a range of 43% to 55% on $42.5 million in claims. The report recounts that to determine how much unsecured creditors would receive from the liquidating plan, Solar Millennium's unsecured creditors' committee sued the German parent and affiliates in November. The parent had filed $211 million in claims in the U.S. bankruptcy. The committee's lawsuit aimed to knock out the claims or treat them as equity. The report relates that a settlement was reached through mediation. The parent agreed to have an unsecured claim of $100 million. The settlement, scheduled for approval at a hearing March 7, contains a sharing of distributions between the parent and other unsecured creditors. The report discloses that as result of the settlement, the parent's recovery falls to a range of 8% to 11%. Without the settlement, the parent would have received the same distribution as other unsecured creditors. The parent and its liquidators agree to vote in favor of the plan. The plan and the settlement come up for approval at a confirmation hearing on March 7. About Solar Millennium Solar Trust of America LLC, Solar Millennium Inc., and nine affiliates filed for Chapter 11 protection (Bankr. D. Del. Lead Case No. 12-11136) on April 2, 2012. Solar Trust is a joint venture created by Solar Millennium AG and Ferrostaal AG to develop solar projects at locations in California and Nevada. Located in the "Solar Sun Belt" of the American Southwest, the project sites have extremely high solar radiation levels, and allow the Debtors' projects to harness high levels of solar power generation. Projects include the rights to develop one of the world's largest permitted solar plant facilities with capacity of 1,000 MW in Blythe, California. Two other projects contemplated 500 MW solar power facilities in Desert Center, California and Amargosa Valley, Nevada. Although the Debtors have obtained highly valuable transmission right and permits, each project is only in the developmental phase and does not generate revenue for the Debtors. Ferrostaal ceased providing funding two years ago and SMAG, due to its own deteriorating financial condition, stopped providing funding after December 2011. NextEra Energy Resources LLC committed to provide a postpetition secured credit facility and has expressed an interest in serving as stalking horse purchaser for certain of the Debtors' assets. Attorneys at Young Conaway Stargatt & Taylor, LLP, serve as counsel to the Debtors. K&L Gates LLP is the special corporate counsel. Ridgecrest Solar Power Project, LLC, and two entities filed for Chapter 11 protection (Bankr. D. Del. Case Nos. 12-11204 to 12-11206) on April 10, 2012. Ridgecrest Solar, et al., are affiliates of Solar Trust of America LLC. STA Development, LLC, one of the debtors that filed for bankruptcy April 2, owns 100% of the interests in Ridgecrest, et al. Ridgecrest Solar Power estimated up to US$50,000 in assets and debts. Ridgecrest Solar I, LLC, estimated up to US$50,000 in assets and up to US$10 million in liabilities. In July 2012, NextEra Energy Inc. received formal authority to buy the unfinished 1,000-megawatt facility in Blythe, California, owned by Solar Millennium Inc. NextEra is paying US$10 million in cash plus as much as $40 million when the project is finished. The Delaware Bankruptcy Court also approved the sale of the 500- megawatt project under development in Desert Center, California, to BrightSource Energy Inc. for a price that may reach about US$30 million. SMART ONLINE: Sells Additional $435,000 Convertible Note -------------------------------------------------------- Smart Online, Inc., on Feb. 27, 2013, sold an additional convertible secured subordinated note due Nov. 14, 2016, in the principal amount of $435,000 to a current noteholder. The Company is obligated to pay interest on the New Note at an annualized rate of 8% payable in quarterly installments commencing May 27, 2013. The Company is not permitted to prepay the New Note without approval of the holders of at least a majority of the aggregate principal amount of the Notes then outstanding. The Company plans to use the proceeds to meet ongoing working capital and capital spending requirements. The sale of the New Note was made pursuant to an exemption from registration in reliance on Section 4(a)(2) of the Securities Act of 1933, as amended. About Smart Online Durham, North Carolina-based Smart Online, Inc., develops and markets a full range of mobile application software products and services that are delivered via a SaaS/PaaS model. The Company also provides Web site and mobile consulting services to not-for- profit organizations and businesses. The Company's balance sheet at Sept. 30, 2012, showed $1.9 million in total assets, $27.8 million in total liabilities, and a stockholders' deficit of $25.9 million. Cherry, Bekaert & Holland, L.L.P., in Raleigh, North Carolina, expressed substantial doubt about Smart Online'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 has a working capital deficiency as of Dec. 31, 2011. SNUFFER'S RESTAURANTS: Case Summary & Creditors List ---------------------------------------------------- Debtor: Snuffer's Restaurants, Incorporated 16475 Dallas Parkway, Suite 185 Addison, TX 75001 Tel: (972) 661-9911 Bankruptcy Case No.: 13-31095 Chapter 11 Petition Date: March 4, 2013 Court: U.S. Bankruptcy Court Northern District of Texas (Dallas) Judge: Stacey G. Jernigan Debtor's Counsel: Stephen A. McCartin, Esq. GARDERE WYNNE SEWELL, LLP 1601 Elm Street, Suite 3000 Dallas, TX 75201 Tel: (214) 999-4945 Fax: (214) 999-3945 E-mail: smccartin@gardere.com - and ? Virgil Ochoa, Esq. GARDERE WYNNE SEWELL, LLP 1601 Elm Street 3000 Thanksgiving Tower Dallas, TX 75201 Tel: (214) 999-4723 Fax: (214) 999-3723 E-mail: vochoa@gardere.com - and ? Clinton R. Snow, Esq. GARDERE WYNNE SEWELL, LLP 1000 Louisiana, Suite 3400 Houston, TX 77002-5011 Tel: (713) 276-5131 Fax: (713) 276-6131 E-mail: csnow@gardere.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 is available for free at http://bankrupt.com/misc/txnb13-31095.pdf The petition was signed by Patrick D. Snuffer, president. SOUTHERN AIR: US Trustee Objects to Plan's Exculpation Provision ---------------------------------------------------------------- Roberta A. DeAngelis, the U.S. Trustee assigned to the Southern Air Holdings, Inc., et al.'s Chapter 11 cases, objects to and asks the U.S. Bankruptcy Court for the District of Delaware to deny confirmation of the Second Amended Joint Plan because it provides exculpation to certain parties, members of the Official Committee of Unsecured Creditors and its professionals, which provision is contrary to applicable law. The U.S. Trustee asserts that the list of parties receiving exculpation should be limited to those parties who served in the capacity of estate fiduciaries, such as estate professionals and the Debtors' directors and officers. A hearing on the confirmation of the Plan is scheduled for March 14, 2013 at 10:00 a.m. About Southern Air Based in Norwalk, Connecticut, military cargo airline Southern Air Inc. -- http://www.southernair.com/-- its parent Southern Air Holdings Inc. and their affiliated entities filed for Chapter 11 bankruptcy protection (Bankr. D. Del. Case Nos. 12-12690 to 12-12707) in Wilmington on Sept. 28, 2012, blaming the decline in business from the U.S. Department of Defense, which reduced its troop count in Afghanistan and hired Southern Air less frequently. Bankruptcy Judge Christopher S. Sontchi presides over the case. Brian S. Rosen, Esq., Candace Arthur, Esq., and Gabriel Morgan, Esq., at Weil, Gotshal & Manges LLP; and M. Blake Cleary, Esq., and Maris J. Kandestin, Esq., at Young, Conaway, Stargatt & Taylor, serve as the Debtor's counsel. Zolfo Cooper LLC serves as the Debtors' bankruptcy consultant and special financial advisor. Kurtzman Carson Consultants, LLC, serves as claims and notice agent. CF6-50, LLC, debtor-affiliate, disclosed $338,925,282 in assets and $288,000,000 in liabilities as of the Chapter 11 filing. The petition was signed by Jon E. Olin, senior vice president. Canadian Imperial Bank of Commerce, New York Agency, the DIP agent and prepetition agent, is represented by Matthew S. Barr, Esq., and Samuel Khalil, Esq., at Milbank Tweed Hadley & McCloy LLP; and Mark D. Collins, Esq., and Katherine L. Good, Esq., at Richards Layton & Finger PA. Stephen J. Shimshak, Esq., and Kelley A. Cornish, Esq., at Paul Weiss Rifkind Wharton & Garrison LLP; and Mark E. Felger, Esq., at Cozen O'Connor, represent Oak Hill Capital Partners II, LP, OH Aircraft Acquisition LLC, and Oak Hill Cargo 360 LLC. The Debtors' Plan provides that lenders agreed to accept ownership of the company as payment for their $288 million loan. On Nov. 21, 2012, Roberta DeAngelis, U.S. Trustee for Region 3, appointed the statutory committee of unsecured creditors. Lowenstein Sandler PC and Pachulski, Stang, Ziehl & Jones LLP serves as its co-counsels, and Mesirow Financial Consulting LLC serves as its financial advisor. SOUTHERN MONTANA: Obtains Final Cash Collateral Order ----------------------------------------------------- Judge Ralph B. Kirscher of the U.S. Bankruptcy Court for the District of Montana granted final approval of the motion filed by the Chapter 11 Trustee of Southern Montana Electric Generation and Transmission Cooperative, Inc., to access the Debtor's cash collateral. About Southern Montana Electric Based in Billings, Montana, Southern Montana Electric Generation and Transmission Cooperative, Inc., was formed to serve five other electric cooperatives. The city of Great Falls later joined as the sixth member. Including the city, the co-op serves a population of 122,000. In addition to Great Falls, the service area includes suburbs of Billings, Montana. Southern Montana filed for Chapter 11 bankruptcy (Bankr. D. Mont. Case No. 11-62031) on Oct. 21, 2011. Southern Montana estimated assets of $100 million to $500 million and estimated debts of $100 million to $500 million. Timothy Gregori signed the petition as general manager. Malcolm H. Goodrich, Esq., at Goodrich Law Firm, P.C., in Billings, Montana, serves as the Debtor's counsel. After filing for reorganization in October, the co-op agreed to a request for appointment of a Chapter 11 trustee. Lee A. Freeman was appointed as the Chapter 11 trustee in December 2011. He is represented by Joseph V. Womack, Esq., at Waller & Womack, and John Cardinal Parks, Esq., Bart B. Burnett, Esq., Robert M. Horowitz, Esq., and Kevin S. Neiman, Esq., at Horowitz & Burnett, P.C. SYMPHONYIRI GROUP: S&P Affirms 'B+' CCR; Outlook Stable ------------------------------------------------------- Standard & Poor's Ratings Services affirmed its 'B+' corporate credit rating on Chicago, Ill.-based SymphonyIRI Group Inc. The outlook is stable. At the same time, S&P affirmed its 'B+' issue-level rating, with a'3' recovery rating, on the $430 million (including the $30 million add-on) term loan, indicating S&P's expectation for average (50% to 70%) recovery for debtholders in the event of a default. The amended credit facilities consist of a $50 million revolving credit facility due 2017 and a $430 million ($424 million outstanding) term loan due 2017. The proposed transaction will provide SymphonyIRI funding for general corporate purposes, including acquisitions. Standard & Poor's Ratings Services' rating on SymphonyIRI incorporates its assumptions of modest revenue growth and improving credit measures over the intermediate term. SymphonyIRI's business profile is "weak," in S&P's opinion, because of its narrow business base, lack of critical mass in revenue and EBITDA, and keen competition. S&P views SymphonyIRI's financial profile as "aggressive" because it believes its private- equity shareholders aims to maximize returns through debt-financed acquisitions and/or cash distributions. S&P assesses the company's management and governance as "fair." SymphonyIRI provides market measurement and data analytics principally to consumer products companies. It bids against its principal competitor, the much larger and better-capitalized Nielsen Holdings N.V., for virtually all of its market research data contracts, with relatively little pricing flexibility. Much of SymphonyIRI's consumer goods market measurement segment (representing the majority of total revenue) is under long-term contract, but this segment is mature, and contract renewal is subject to tough competition. Long-term revenue and EBITDA growth will mainly reflect the faster-growing and higher-margin solutions and services segment. If SymphonyIRI is not overly aggressive in pursuing expiring client contracts at Nielsen, key credit measures should gradually improve in the absence of debt-financed acquisitions. SymphonyIRI generates about 40% of its revenues outside of the U.S, mainly from Europe. The company does not have a presence in South America or Asia; such expansion could offer revenue growth opportunities but would entail significant capital investments. TECHDYNE LLC: US Trustee Wants Case Dismissed or Converted ---------------------------------------------------------- Ilene J. Lashinsky, the U.S. Trustee for the District of Arizona, asks the U.S. Bankruptcy Court for the District of Arizona to dismiss the Chapter 11 case of TechDyne, LLC, or convert the Chapter 11 case to one under Chapter 7. The U.S. Trustee points out that the Debtor's case does not appear to be progressing and appears to be stalled to the detriment of creditors. Failure to prosecute a Chapter 11 case in an expeditious manner is cause to dismiss or convert the case, the U.S. Trustee asserts. Moreover, the Debtor's administrative deficiencies of failing to remain current on monthly operating reports weighs heavily in favor of dismissal or conversion, the U.S. Trustee further asserts. A hearing on the U.S. Trustee's Motion is set for March 21, 2013, at 11:00 AM. Objections are due by March 15. About TechDyne, LLC Scottsdale, Arizona-based TechDyne, LLC, is a developer and entrepreneur of two patented technologies: light armor and a medical cervical devise to prevent premature births. The Company filed for Chapter 11 protection (Bankr. D. Ariz. Case No. 11-16739) on June 9, 2011. Judge Charles G. Case, II, presides over the case. In its schedules, the Debtor disclosed $100,000,070 in assets and $701,313 in debts. The petition was signed by Benjamin V. Booher, Sr., managing member. The U.S. Trustee for Region 8, has not appointed an official committee of unsecured creditors in the Debtor's case because an insufficient number of persons holding unsecured claims have expressed interest in serving on a committee. The U.S. Trustee reserves the right to appoint such a committee should interest develop among the creditors. Bradley J. Stevens, Esq. -- bstevens@jsslaw.com -- at Jennings, Strouss & Salmon, PLC, in Phoenix, Ariz., represents the Debtor as counsel. TELEMETRICS INC: Case Summary & 14 Largest Unsecured Creditors -------------------------------------------------------------- Debtor: Telemetrics, Inc. dba Howard Johnson fka Ramada Inn PRONSKE & PATEL, P.C. 2200 Ross Avenue, Suite 5350 Dallas, TX 75201 Bankruptcy Case No.: 13-50567 Chapter 11 Petition Date: March 4, 2013 Court: U.S. Bankruptcy Court Western District of Texas (San Antonio) Debtor's Counsel: Rakhee V. Patel, Esq. PRONSKE & PATEL, P.C. 2200 Ross Avenue, Suite 5350 Dallas, TX 75201 Tel: (214) 658-6500 Fax: (214) 658-6509 E-mail: rpatel@pronskepatel.com Estimated Assets: $0 to $50,000 Estimated Debts: $1,000,001 to $10,000,000 The Company's list of its 14 largest unsecured creditors filed with the petition is available for free at: http://bankrupt.com/misc/txwb13-50567.pdf The petition was signed by Tariq Mahmood, president. THELEN LLP: Suit In Limbo As 2nd Circ. Mulls Unfinished Business ---------------------------------------------------------------- Brian Mahoney of BankruptcyLaw360 reported that a New York federal judge set discovery deadlines Tuesday in Thelen LLP's trustee clawback suit against nine former partners who decamped to Robinson & Cole LLP, while the parties wait on two pending Second Circuit cases over the still-evolving unfinished business doctrine. The report related that U.S. District Judge William H. Pauley set a fact discovery deadline for July 31 in the suit at a status conference Tuesday, but questioned whether proceeding to discovery was worth it as the parties await a Second Circuit ruling in a related Thelen suit. About Thelen LLP Thelen LLP, formerly known as Thelen Reid Brown Raysman & Steiner -- http://thelen.com/-- is a bicoastal American law firm in process of dissolution. It was formed as a product between two mergers between California and New York-based law firms, mostly recently in 2006. Its headcount peaked at roughly 600 attorneys in 2006, and had 500 early in 2008, with offices in eight cities in the United States, England and China. In October 2008, Thelen's remaining partners voted to dissolve the firm. As reported by the Troubled Company Reporter on Sept. 22, 2009, Thelen LLP filed for Chapter 7 protection. The filing was expected due to the timing of a writ of attachment filed by one of Thelen's landlords, entitling the landlord to $25 million of the Company's assets. The landlord won approval for that writ in June 2009, but Thelen could void the writ by filing for bankruptcy within 90 days of that court ruling. Thelen, according to AM Law Daily, has repaid most of its debt to its lending banks. THERMOENERGY CORP: Amends 63.8 Million Common Shares Prospectus --------------------------------------------------------------- ThermoEnergy Corporation filed with the U.S. Securities and Exchange Commission an amendment to its Form S-1 registration statement relating to the resale of up to 63,856,250 shares of Common Stock, par value $0.001 per share, of the Company by George M. Abraham, Ines Bahl, IRRL, Cary G. Bullock, et al. The Company will not receive any proceeds from the sale of the Common Stock by the selling stockholders. No underwriter or other person has been engaged to facilitate the sale of shares of the Company's Common Stock in this offering. The Company is paying the cost of registering the shares covered by this prospectus as well as various related expenses. The selling stockholders are responsible for all discounts, selling commission and other costs related to the offer and sale of their shares. The Company's Common Stock is currently traded on the Over-the- Counter Bulletin Board under the symbol "TMEN.OB." On Jan. 11, 2013, the last reported sale price of our Common Stock on the OTCBB was $0.07 per share. A copy of the Amendment No.2 is available for free at: http://is.gd/5SPTys About ThermoEnergy Corporation Little Rock, Ark.-based ThermoEnergy Corporation is a clean technologies company engaged in the worldwide development of advanced municipal and industrial wastewater treatment systems and carbon reducing clean energy technologies. After auditing the 2011 results, Grant Thornton LLP, in Boston, Massachusetts, expressed substantial doubt about the Company's ability to continue as a going concern. The independent auditors noted that the Company incurred a net loss for the year ended Dec. 31, 2011, and, as of that date, the Company's current liabilities exceeded its current assets by $3,387,000 and its total liabilities exceeded its total assets by $4,603,000. The Company reported a net loss of $17.38 million in 2011, compared with a net loss of $14.85 million during the prior year. The Company's balance sheet at Sept. 30, 2012, showed $3.85 million in total assets, $13.06 million in total liabilities, and a $9.21 million total stockholders' deficiency. THQ INC: WWE & Viacom Resign From Creditors' Committee ------------------------------------------------------ World Wrestling Entertainment, Inc., and Viacom International Inc., resigned as members of the Official Committee of Unsecured Creditors appointed in the Chapter 11 cases of THQ Inc., et al., according to a notice filed with the U.S. Bankruptcy Court for the District of Delaware by Robert A. DeAngelis, the U.S. Trustee for Region 3. In line with the resignation, the Creditors' Committee is now composed of three members, namely: 1. Wilmington Trust, N.A. Attn: Peter Finkel 50 South Sixth St., Ste. 1290 Minneapolis, MN 55402 Phone: 612-217-5629 2. Mattel, Inc. Attn: Jeffrey Korchek 333 Continental Blvd., Mail Stop M1-1518 El Segundo, CA 90245 Phone: 310-252-4229 Fax: 310-252-2567 3. Silverback Asset Management, LLC Attn: Jason Han 1414 Raleigh Rd., Ste. 250 Chapel Hill, NC 27517 Phone: 919-969-4338 Fax: 919-969-9828 About THQ Inc. THQ Inc. (NASDAQ: THQI) -- http://www.thq.com/-- is a worldwide developer and publisher of interactive entertainment software. The Company develops its products for all popular game systems, personal computers, wireless devices and the Internet. Headquartered in Los Angeles County, California, THQ sells product through its network of offices located throughout North America and Europe. THQ Inc. and its affiliates sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 12-13398) on Dec. 19, 2012. Attorneys at Young Conaway Stargatt & Taylor, LLP and Gibson, Dunn & Crutcher LLP serve as counsel to the Debtors. FTI Consulting and Centerview Partners LLC are the financial advisors. Kurtzman Carson Consultants is the claims and notice agent. Before bankruptcy, Clearlake signed a contract to buy Agoura THQ for a price said to be worth $60 million. After a 22-hour auction with 10 bidders, the top offers brought a combined $72 million from several buyers who will split up the company. Judge Walrath approved the sales in January. Some of the assets didn't sell, including properties the company said could be worth about $29 million. Roberta A. DeAngelis, U.S. Trustee for Region 3, appointed five persons to serve in the Official Committee of Unsecured Creditors. The Committee tapped Houlihan Lokey Capital as its financial advisor and investment banker, Landis Rath & Cobb as co-counsel and Andrews Kurth as counsel. THQ INC: Employs Great American as Liquidating Consultant --------------------------------------------------------- THQ Inc., et al., sought and obtained authority from the U.S. Bankruptcy Court for the District of Delaware to employ Great American, LLC, as their liquidating consultant. About THQ Inc. THQ Inc. (NASDAQ: THQI) -- http://www.thq.com/-- is a worldwide developer and publisher of interactive entertainment software. The Company develops its products for all popular game systems, personal computers, wireless devices and the Internet. Headquartered in Los Angeles County, California, THQ sells product through its network of offices located throughout North America and Europe. THQ Inc. and its affiliates sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 12-13398) on Dec. 19, 2012. Attorneys at Young Conaway Stargatt & Taylor, LLP and Gibson, Dunn & Crutcher LLP serve as counsel to the Debtors. FTI Consulting and Centerview Partners LLC are the financial advisors. Kurtzman Carson Consultants is the claims and notice agent. Before bankruptcy, Clearlake signed a contract to buy Agoura THQ for a price said to be worth $60 million. After a 22-hour auction with 10 bidders, the top offers brought a combined $72 million from several buyers who will split up the company. Judge Walrath approved the sales in January. Some of the assets didn't sell, including properties the company said could be worth about $29 million. Roberta A. DeAngelis, U.S. Trustee for Region 3, appointed five persons to serve in the Official Committee of Unsecured Creditors. The Committee tapped Houlihan Lokey Capital as its financial advisor and investment banker, Landis Rath & Cobb as co-counsel and Andrews Kurth as counsel. THQ INC: Schedules of Assets and Liabilities Filed -------------------------------------------------- THQ Inc., and its debtor affiliates delivered to the U.S. Bankruptcy Court for the District of Delaware their schedules disclosing these assets and liabilities: Debtor Assets Liabilities ------ ------ ----------- THQ Inc. $206,932,629 $253,410,733 Vigil Games, Inc. $1,627,819 $36,805,310 Volition, Inc. $869,663 $90,580,714 THQ Wireless, Inc., $0 $18,505,261 THQ Digital Studios Phoenix, Inc. $0 $0 Full-text copies of THQ Inc.'s Schedules are available for free at http://bankrupt.com/misc/THQincsal.pdf Full-text copies of Vigil Games, Inc.'s Schedules are available for free at http://bankrupt.com/misc/THQvigilsal.pdf Full-text copies of Volition, Inc.'s Schedules are available for free at http://bankrupt.com/misc/THQvolisal.pdf Full-text copies of THQ Wireless, Inc.'s Schedules are available for free at http://bankrupt.com/misc/THQwiresal.pdf Full-text copies of THQ Digital Studios Phoenix, Inc.'s Schedules are available at http://bankrupt.com/misc/THQdspsal.pdf About THQ Inc. THQ Inc. (NASDAQ: THQI) -- http://www.thq.com/-- is a worldwide developer and publisher of interactive entertainment software. The Company develops its products for all popular game systems, personal computers, wireless devices and the Internet. Headquartered in Los Angeles County, California, THQ sells product through its network of offices located throughout North America and Europe. THQ Inc. and its affiliates sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 12-13398) on Dec. 19, 2012. Attorneys at Young Conaway Stargatt & Taylor, LLP and Gibson, Dunn & Crutcher LLP serve as counsel to the Debtors. FTI Consulting and Centerview Partners LLC are the financial advisors. Kurtzman Carson Consultants is the claims and notice agent. Before bankruptcy, Clearlake signed a contract to buy Agoura THQ for a price said to be worth $60 million. After a 22-hour auction with 10 bidders, the top offers brought a combined $72 million from several buyers who will split up the company. Judge Walrath approved the sales in January. Some of the assets didn't sell, including properties the company said could be worth about $29 million. Roberta A. DeAngelis, U.S. Trustee for Region 3, appointed five persons to serve in the Official Committee of Unsecured Creditors. The Committee tapped Houlihan Lokey Capital as its financial advisor and investment banker, Landis Rath & Cobb as co-counsel and Andrews Kurth as counsel. UNDERGROUND ENERGY: Case Summary & 20 Largest Unsecured Creditors ----------------------------------------------------------------- Debtor: Underground Energy, Inc. 2948 Nojoqui Avenue, Suite 4 P.O. Box 776 Los Olivos, CA 93441-0776 Bankruptcy Case No.: 13-10563 Chapter 11 Petition Date: March 4, 2013 Court: U.S. Bankruptcy Court Central District of California (Santa Barbara) Debtor's Counsel: William E. Winfield, Esq. NORDMAN CORMANY HAIR & COMPTON, LLP 1000 Town Center Drive, 6th Floor Oxnard, CA 93031-9100 Tel: (805) 485-1000 E-mail: wwinfield@nchc.com Scheduled Assets: $2,475,669 Scheduled Liabilities: $4,135,186 The Company's list of its 20 largest unsecured creditors filed with the petition is available for free at: http://bankrupt.com/misc/cacb13-10563.pdf The petition was signed by John Bean, chief financial officer. UPPER CRUST: Proceeds to Estate Exceed $1.65-Mil. Auction --------------------------------------------------------- DJM Realty provided an update on the The Upper Crust Pizzeria's bankruptcy asset auction. The Upper Crust Pizzeria was an upscale Boston based chain of pizzeria restaurants since 2001. The chain declared bankruptcy in 2012 amid allegations that its founder violated labor laws and utilized company monies for personal expenses. The bankruptcy filing excluded the intellectual property and six operating stores. Situation: The Upper Crust, LLC and related entities filed voluntary petitions pursuant to Chapter 11 of the Bankruptcy Code. On November 7, 2012, the Court entered an Order requiring the appointment of a Chapter 11 Trustee and Mark DeGiacomo was appointed. After his appointment, the Trustee determined that the company could not pay the operating expenses required to keep the restaurants open with cash collateral alone. When the Trustee was unable to obtain any type of infusion of cash, the decision was made to close the businesses. The Trustee determined that a sale of the bankruptcy estates' interest in its assets consisting of its leasehold interests, furniture, fixtures and equipment (FF&E) and liquor licenses was in the best interest of the bankruptcy estate and creditors. Transaction results: On November 26, 2012, the Trustee retained DJM Realty to aggressively market the assets of the bankruptcy estate which included leases for ten restaurants and one commissary facility along with any associated FF&E in each restaurant and liquor licenses associated with four of the restaurants. Being held to an extremely short marketing period, DJM Realty's efforts yielded 128 prospects. By the conclusion of the bidding deadline, 31 qualified bids were received with high bids of $947,000 in the aggregate. After spirited bidding amongst the qualified bidders at the auction, the gross proceeds to the estate exceeded $1,650,000 which achieved an additional 75% return in proceeds to the estate above the initial offers received. The hearing to approve the sales took place on December 27, 2012. Upper Crust Pizza LLC, the operator of upscale pizza restaurants in Massachusetts, filed a Chapter 11 petition (Bankr. D. Mass. Case No. 12-18134) on Oct. 4, 2012, in Boston. John C. Elstad, Esq., at Murphy & King, P.C., in Boston, serves as counsel. The Debtor estimated under $10 million in both assets and liabilities. VALENCE TECHNOLOGY: ClearBridge Does Not Own Shares at Dec. 31 -------------------------------------------------------------- In an amended Schedule 13G filing with the U.S. Securities and Exchange Commission, ClearBridge Investments, LLC, disclosed that, as of Dec. 31, 2012, it does not beneficially own shares of common stock of Valence Technology Inc. A copy of the filing is available for free at http://is.gd/JfuOsc About Valence Technology Valence Technology, Inc., filed a Chapter 11 petition (Bankr. W.D. Tex. Case No. 12-11580) on July 12, 2012, in its home-town in Austin. Founded in 1989, Valence develops lithium iron magnesium phosphate rechargeable batteries. Its products are used in hybrid and electric vehicles, as well as hybrid boats and Segway personal transporters. The Debtor disclosed debt of $82.6 million and assets of $31.5 million as of March 31, 2012. The Debtor disclosed $24,858,325 in assets and $78,520,831 in liabilities as of the Chapter 11 filing. Chairman Carl E. Berg and related entities own 44.4% of the shares. ClearBridge Advisors, LLC owns 5.5%. Valence expects to complete its restructuring during 2012. Judge Craig A. Gargotta presides over the case. The Company is being advised by Streusand, Landon & Ozburn, LLP with respect to bankruptcy matters. The petition was signed by Robert Kanode, CEO. On Aug. 8, 2012, the U.S. Trustee for Region 7 appointed five creditors to serve on the Official Committee of Unsecured Creditors of the Debtor. Brinkman Portillo Ronk, PC, serves as its counsel. VENTANA 20/20: Disclosure Statement Hearing Continued to March 12 ----------------------------------------------------------------- The Bankruptcy Court has continued the hearings: (1) to approve the adequacy of the disclosure statement for Ventana 20/20 LP's plan of organization dated Nov. 1, 2012; and (2) to approve the stipulation on the continued use of East West Bank's cash collateral, to March 12, 2013, at 10:00 a.m. The Chapter 11 Plan As reported in the TCR on Dec. 28, 2012, the goal of the Plan is to continue the Debtor's operation as a business entity, including the marketing of properties, which will allow the Debtor to repay creditors. The secured debt needs to be reasonably restructured so payment obligations do not outstrip the income from the sale and rental of the project. The Plan will be funded by future operations of the Debtor's business, including the rental, sale, re-financing, joint venturing, re-capitalization, and/or development of properties owned by the Debtor. The Plan also provides estimated time periods during which the property will generate rental income and Net Sales Proceeds, so as to pay creditors under the Plan. In light of market turbulence, making projections as to disposition or development dates is difficult, however, based upon the expertise and experience of the Debtor and its principals, the projections are as accurate an estimate as can be made. With a reasonable restructure of the secured indebtedness, the Debtor will be able to repay all creditors, as set forth in this Plan. The existing management for the Debtor will remain in place. John P. Murphy, the existing Managing Member of Ventana 20/20 GP, LLC, which is the General Partner of Ventana 20/20 LP, will continue in place, bringing his extensive and successful experience to the reorganized Debtor. A copy of the disclosure statement is available for free at: http://bankrupt.com/misc/VENTANA_2020_ds.pdf About Ventana 20/20 LP Ventana 20/20 LP filed bare-bones Chapter 11 petition (Bankr. D. Ariz. Case No. 12-17493) in Tucson on Aug. 3, 2012. The Debtor disclosed $14,542,797 in assets and $10,938,012 in liabilities. John Murphy, as manager of the Debtor, signed the Chapter 11 petition. Mr. Murphy is the founder, chairman and CEO of the 20/20 Group of companies. As a value investor, he has led or participated in over $1 billion of multi-family acquisitions across North America. Bankruptcy Judge Eileen W. Hollowell oversees the case. Frederick J. Petersen, Esq., at Mesch, Clark & Rothschild, P.C., serves as the Debtor's counsel. Donald L. Schaefer, court appointed receiver for the Debtors, is represented by Warren J. Stapleton, Esq., at Osborn Maledon, P.A. In September, the United States Trustee said that an official committee under 11 U.S.C. Sec. 1102 has not been appointed in the bankruptcy case of Ventana 20/20 LP. The U.S. Trustee said it attempted to solicit creditors interested in serving on the Unsecured Creditors' Committee from the 20 largest unsecured creditors. After excluding governmental units, secured creditors and insiders, the U.S. Trustee has been unable to solicit sufficient interest in serving on the Committee, to appoint a proper Committee. The U.S. Trustee reserves the right to appoint such a committee should interest developed among the creditors. VERMILLION INC: Incurs $7.1 Million Net Loss in 2012 ---------------------------------------------------- Vermillion, Inc., filed with the U.S. Securities and Exchange Commission its annual report on Form 10-K disclosing a net loss of $7.14 million on $2.09 million of total revenue for the year ended Dec. 31, 2012, as compared with a net loss of $17.79 million on $1.92 million of total revenue during the prior year. The Company's balance sheet at Dec. 31, 2012, showed $8.63 million in total assets, $3.96 million in total liabilities and $4.66 million in total stockholders' equity. BDO USA, LLP, in Austin, Texas, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2012, citing recurring losses and negative cash flows from operations and an accumulated deficit, all of which raise substantial doubt about the Company's ability to continue as a going concern. A copy of the Form 10-K is available for free at: http://is.gd/LPpUs2 About Vermillion Vermillion, Inc. is dedicated to the discovery, development and commercialization of novel high-value diagnostic tests that help physicians diagnose, treat and improve outcomes for patients. Vermillion, along with its prestigious scientific collaborators, has diagnostic programs in oncology, hematology, cardiology and women's health. The Company filed for Chapter 11 on March 30, 2009 (Bankr. D. Del. Case No. 09-11091). Vermillion's legal advisor in connection with its successful reorganization efforts wass Paul, Hastings, Janofsky & Walker LLP. Vermillion emerged from bankruptcy in January 2010. The Plan called for the Company to pay all claims in full and equity holders to retain control of the Company. VOLKSWAGEN-SPRINGFIELD: Case Converted to Chapter 7 --------------------------------------------------- VWS Liquidation, Inc., known as Volkswagen-Springfield, Inc. before it sold its Volkswagen dealership, sought and obtained an order converting its bankruptcy case to a Chapter 7 liquidation. The Debtor in August won approval to sell substantially all of its assets to Sheehy Auto Stores, Inc. The sale closed on August 23, 2012. Following closing of the sale, the Debtor wound down its limited remaining operations. In early October 2012, the Debtor vacated its former premises. The Debtor no longer has any employees or operations. The Debtor said it won't be able to confirm a plan under Chapter 11. About Volkswagen-Springfield Springfield, Virginia-based Volkswagen-Springfield, Inc., filed a Chapter 11 petition (Bankr. E.D. Va. Case No. 12-12905) in Alexandria on May 7, 2012. The Debtor estimated assets and debts of $10 million to $50 million as of the Chapter 11 filing. The Debtor operated one of the largest Volkswagen franchised dealerships in the Mid-Atlantic region. Judge Robert G. Mayer oversees the case. The Debtor is represented by Dylan G. Trache, Esq., and John T. Farnum, Esq., at Wiley Rein LLP, in McLean, Virginia. Marcher Consultants, Inc., serves as its financial consultant. Pursuant to recent default notices, Branch Banking and Trust Company has asserted that it is owed $19.6 million. Jonathan L. Hauser, Esq., at Troutman Sanders LLP, represents BB&T. W. Clarkson McDow, Jr., the U.S. Trustee for Region 4 appointed Todd Ruback as consumer privacy ombudsman. No creditors' committee has been appointed in the case. WATERFORD FUNDING: Schedules Modified in Suit v. REM Capital ------------------------------------------------------------ Bankruptcy Judge R. Kimball Mosier approved a Second Stipulation and Joint Motion for Modification of Scheduling Order, submitted by Gil A. Miller, Chapter 11 Trustee for Waterford Funding, LLC et al.; and REM Capital. The parties are embroiled in the lawsuit, GIL A. MILLER, Chapter 11 Trustee for WATERFORD FUNDING, LLC et al., Plaintiff, v. REM CAPITAL, Defendant, Adv. Proc. No. 11-02350 (Bankr. D. Utah). Pursuant to the Joint Motion, the parties request a modification of the Order Governing Scheduling and Preliminary Matters entered on Oct. 14, 2011, as amended on July 17, 2012. According to the Second Stipulation: a. The deadline for filing dispositive or potentially dispositive motions is April 19, 2013; b. Counsel for the parties will hold an attorneys' conference on May 28, 2013 at 10:00 a.m. at the office of the Plaintiffs' counsel; c. The parties will file a proposed pretrial order on or before June 11, 2013; and d. The final pre-trial conference will be held on June 25, 2013, at 2:00 p.m., before the Honorable R. Kimball Mosier, United States Bankruptcy Judge, in Room 369, Frank E. Moss United States Courthouse, 350 South Main Street, Salt Lake City, Utah. A copy of the Court's March 4, 2013 Order is available at http://is.gd/RyQ2Usfrom Leagle.com. About Waterford Funding Based in Salt Lake City, Utah, Waterford Funding, LLC -- http://www.waterfordfunding.com/-- specialized in solving the short-term cash flow problems of new, early-stage and established commercial enterprises through real-estate based loans. Waterford Funding and Waterford Loan Fund filed for Chapter 11 bankruptcy (Bankr. D. Utah Case No. 09-22584 and 09-22583) on March 20, 2009. James W. Anderson, Esq., at Miller Guymon, PC, served as the Debtors' counsel. Waterford Loan Fund's petition estimated $1 million to $10 million in assets, and $50 million to $100 million in debts. Affiliates Waterford Services LLC, Waterford Candwich LLC, Waterford Perdido LLC, and Investment Recovery, L.C., also sought Chapter 11 protection. On Jan. 5, 2010, the Court approved the resignation of Daniel A. Scarlet as Chief Restructuring Officer and the appointment of Gil A. Miller as the Chapter 11 Trustee. In January 2011, the Bankruptcy Court granted the Chapter 11 Trustee's request for substantive consolidation as of March 20, 2009, of the Debtors' cases. The Chapter 11 Trustee is represented by: Peggy Hunt, Esq. Benjamin J. Kotter, Esq. Paul J. Justensen, Esq. DORSEY & WHITNEY LLP Salt Lake City, UT E-mail: hunt.peggy@dorsey.com kotter.benjamin@dorsey.com justensen.paul@dorsey.com WATERFORD FUNDING: Schedules Revised in Lawsuit v. Richard Miller ----------------------------------------------------------------- Bankruptcy Judge R. Kimball Mosier gave his stamp of approval on a Second Stipulation and Joint Motion for Modification of Scheduling Order, submitted by Gil A. Miller, Chapter 11 Trustee for Waterford Funding LLC et al., and Richard Miller. The parties are involved in the lawsuit, GIL A. MILLER, Chapter 11 Trustee for WATERFORD FUNDING, LLC et al., Plaintiff, v. RICHARD MILLER, Defendant, Adv. Proc. No. 11-02352 (Bankr. D. Utah). A copy of the Court's March 4, 2013 Order is available at http://is.gd/QFiZpsfrom Leagle.com. Pursuant to the Joint Motion, the parties request a modification of the Order Governing Scheduling and Preliminary Matters entered on Oct. 14, 2011, as amended on July 17, 2012. The parties agree that: a. The deadline for filing dispositive or potentially dispositive motions is April 19, 2013; b. Counsel for the parties shall hold an attorneys' conference on May 28, 2013 at 10:00 a.m. at the office of the Plaintiffs' counsel; c. The parties will file a proposed pretrial order on or before June 11, 2013; and d. The final pre-trial conference will be held on June 25, 2013 at 2:00 p.m., before the Honorable R. Kimball Mosier, United States Bankruptcy Judge, in Room 369, Frank E. Moss United States Courthouse, 350 South Main Street, Salt Lake City, Utah. About Waterford Funding Based in Salt Lake City, Utah, Waterford Funding, LLC -- http://www.waterfordfunding.com/-- specialized in solving the short-term cash flow problems of new, early-stage and established commercial enterprises through real-estate based loans. Waterford Funding and Waterford Loan Fund filed for Chapter 11 bankruptcy (Bankr. D. Utah Case No. 09-22584 and 09-22583) on March 20, 2009. James W. Anderson, Esq., at Miller Guymon, PC, served as the Debtors' counsel. Waterford Loan Fund's petition estimated $1 million to $10 million in assets, and $50 million to $100 million in debts. Affiliates Waterford Services LLC, Waterford Candwich LLC, Waterford Perdido LLC, and Investment Recovery, L.C., also sought Chapter 11 protection. On Jan. 5, 2010, the Court approved the resignation of Daniel A. Scarlet as Chief Restructuring Officer and the appointment of Gil A. Miller as the Chapter 11 Trustee. In January 2011, the Bankruptcy Court granted the Chapter 11 Trustee's request for substantive consolidation as of March 20, 2009, of the Debtors' cases. The Chapter 11 Trustee is represented by Peggy Hunt, Esq., Benjamin J. Kotter, Esq., and Paul J. Justensen, Esq., at Dorsey & Whitney LLP. WECHSLER & CO: Taps DelBello as Substitute Counsel -------------------------------------------------- Wechsler & Co., Inc., sought and obtained approval from the Bankruptcy Court to employ DelBello Donnellan Weingarten Wise & Wiederkehr LLP as attorneys, effective as of Jan. 1, 2013, replacing Rattet Pasternak, LLP. Effective Jan. 1, 2013, Rattet Pasternak merged with DDWWW, based at One North Lexington Avenue, 11th Floor, White Plains, New York. The Debtor has elected to engage DDWWW for at least these reasons: (i) Jonathan S. Pasternak has served as the Debtor's counsel since the inception of the case and has knowledge related to the case that is valuable to the Debtor and would be costly and time- consuming to duplicate; (ii) the current billing rates for Jonathan S. Pasternak and the other DDWWW attorneys and paraprofessionals are equal to RP's 2012 billing rates; and (iii) the knowledge and experience of the other partners, associates and paraprofessionals at DDWWW make it an ideal fit for this case. About Wechsler & Co., Inc. Mount Kisco, New York-based Wechsler & Co., Inc., is a private investment firm that invests in both public and privately held companies. The Company filed for Chapter 11 protection (Bankr. S.D.N.Y. Case No. 10-23719) on Aug. 18, 2010. Jonathan S. Pasternak, Esq., at Rattet, Pasternak & Gordon Oliver, LLP, assists the Debtor in its restructuring effort. The Debtor estimated assets and debts at $10 million to $50 million as of the Petition Date. WESTERN UTAH: Default Judgments Entered v. Lindale and Shupe ------------------------------------------------------------ Bankruptcy Judge William T. Thurman granted Motions for Entry of Default Judgment filed by: (a) Copper King Mining Corporation against Alexander Lindale, LLC, a Minnesota limited liability company, Wilford R. Blum, an individual, Stephen G. Bennett, an individual; and (b) Western Utah Copper Company and Copper King Mining Corporation against William Shupe, an individual. The Defendants were served with the Summons and Complaint, but have failed to appear, answer or otherwise defend in the adversary proceeding, and the time allowed by law for doing so has passed. Judge Thurman ruled that: -- Monetary Transfers received by Mr. Shupe are fraudulent transfers within the meaning of 11 U.S.C. Section 544(b), and Utah Code Ann. Sections 25-6-5(1)(b), 25-6-6(1), and 25-6-6(2). -- Obligations and Stock Transfers received by Alexander Lindale, Mr. Blum and Mr. Bennett are each a fraudulent transfer within the meaning of 11 U.S.C. Section 548(a)(1)(B) and 544(b), and Utah Code Ann. Sections 25-6-5(1)(b), 25-6-6(1), and 25-6-6(2). Each of these fraudulent transfers are recoverable under 11 U.S.C. Section 550. The Court directed the: -- the Lindale Defendants, jointly and severally, to return $12,993,430, plus interest at the legal rate from and after May 18, 2013, until paid in full. -- Mr. Shupe to return $127,187, plus interest at the legal rate from and after May 18, 2013, until paid in full. The Court also said that any proofs of claim of the Defendants filed against the bankruptcy estates of the Plaintiffs, if any, are disallowed until the time as all amounts awarded under the judgment are paid in full. The lawsuits are: COPPER KING MINING CORPORATION, Plaintiff, v. ALEXANDER LINDALE, LLC, a Minnesota limited liability company, WILFORD R. BLUM, and STEPHEN G. BENNETT, Defendants, No. BK-10-30002-WTT, Adversary No. 12-02210, (Bankr. D. Utah.). WESTERN UTAH COPPER COMPANY, and COPPER KING MINING CORPORATION, Plaintiffs, v. WILLIAM SHUPE, Defendant, BK-10-29159-WTT, Jointly Administered with Case No. 10-30002 WTT, Adversary No 12-02207, (Bankr. D. Utah.). A copy of the Court's March Default Judgments are available at http://is.gd/q3fWdXand http://is.gd/AzI34efrom Leagle.com. About Western Utah Copper and Copper King Milford, Utah-based Copper King Mining Corporation, aka Western Utah Copper Company, filed for Chapter 11 bankruptcy protection on May 18, 2010 (Bankr. D. Nev. Case No. 10-51912). The Company estimated assets and debts at $100 million to $500 million in its Chapter 11 petition. The Company's affiliate, Western Utah Copper Company, filed a separate Chapter 11 petition (Bankr. D. Nev. Case No. 10-51913) on May 18, 2010. Western Utah Copper estimated assets at $50 million to $100 million in assets and $500 million to $1 billion in debts. The U.S. Bankruptcy Court for the District of Nevada approved in August 2011 the intra-district transfer of the Chapter 11 case of Copper King to the District of Utah (Case Nos. 10-29159 and 10-30002). Attorneys at Lewis and Roca LLP and Levene, Neale, Bender, Yoo & Brill L.L.P. serve as counsel to the Debtors. McGuireWoods LLP serves as counsel to the Official Committee of Unsecured Creditors. Reorganization Counsel for the Reorganized Debtors are Martin J. Brill, Esq. -- mjb@lnbyb.com -- David B. Golubchik, Esq. -- dbg@lnbyb.com -- Krikor J. Meshefejian, Esq. -- kjm@lnbyb.com -- at Levene, Neale, Bender, Yoo & Brill L.L.P., in Los Angeles, California. Local Counsel for the Reorganized Debtors is Steven R. Skirvin, Esq. -- srs@dkclaw.com -- at Law Offices of William E. Crockett, in South Jordan, Utah. WESTINGHOUSE SOLAR: CBD Reports $5.6MM Net Income for H2 2012 ------------------------------------------------------------- CBD Energy Limited returned to profitability for its fiscal half year ended Dec. 31, 2012. CBD noted that key contributors to its improved performance were sales of solar projects in Italy and the United States, reaching equity close on the Taralga Wind Farm with partner, Banco Santander, and a return to profitability by its wholly-owned subsidiaries, Parmac and Captech. As previously announced, Westinghouse Solar, Inc., and CBD are parties to a proposed business combination under an Agreement and Plan of Merger dated May 7, 2012. CBD and the Company are working toward completion of the Form F-4 Registration Statement and Proxy Statement, planned to be filed in the coming weeks with the Securities and Exchange Commission. The companies currently anticipate merger closing by mid this year. CBD has applied for listing on the NASDAQ Stock Exchange, to be effective upon consummation of the merger. CBD intends to delist from the ASX upon merger closing, subject to shareholder approval. CBD believes the NASDAQ Stock Exchange provides better valuations for renewable energy companies and better access to a broader capital market. CBD reported net profit of $5.65 million on $53.71 million of revenues from continuing operations for the half year ended Dec. 31, 2012, as compared with a net loss of $8.58 million on $37.02 million of revenues from continuing operations during the half year period ended Dec. 31, 2011. The Company's balance sheet at Dec. 31, 2012, showed $52.83 million in total assets, $34.93 million in total liabilities and $17.90 million in total equity. According to CBD Executive Chairman, Mr. Gerry McGowan, the turnaround was particularly pleasing in a tough market and had come about from a tremendous team effort. "Our operations now span Asia, Europe, the US and Australia and winning projects in all these markets has not only returned the company to profitability but established a significant pipeline of forward work. Additionally all subsidiaries are performing to plan," Mr. McGowan said. A copy of the Report is available at http://is.gd/kQxfY2 About Westinghouse Campbell, Calif.-based Westinghouse Solar, Inc., is a designer and manufacturer of solar power systems and solar panels with integrated microinverters. The Company designs, markets and sells these solar power systems to solar installers, trade workers and do-it-yourself customers in the United States and Canada through distribution partnerships, the Company's dealer network and retail outlets. As reported in the TCR on April 16, 2012, Burr Pilger Mayer, Inc., in San Francisco, California, expressed substantial doubt about Westinghouse Solar'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 significant operating losses and has negative cash flow from operations. The Company's balance sheet at Sept. 30, 2012, showed $4.4 million in total assets, $5.6 million in total liabilities, and a stockholders' deficit of $1.2 million. WESTMORELAND COAL: Michael R. D'Appolonia Retires From Board ------------------------------------------------------------ Michael R. D'Appolonia notified the Board of Directors of his desire to retire from the Board after 5 years of service to Westmoreland Coal Company for personal reasons and, accordingly, that he will not stand for re-election as a director at the 2013 Annual Meeting of Stockholders. During his tenure, Mr. D'Appolonia served as Chair of the Audit Committee and the Compensation and Benefits Committee. He also served on the Executive Committee and the Nominating and Corporate Governance Committee. His retirement will be effective at the 2013 Annual Meeting of Stockholders. About Westmoreland Coal Colorado Springs, Colo.-based Westmoreland Coal Company (NYSE AMEX: WLB) -- http://www.westmoreland.com/-- is the oldest independent coal company in the United States. The Company's coal operations include coal mining in the Powder River Basin in Montana and lignite mining operations in Montana, North Dakota and Texas. Its power operations include ownership of the two-unit ROVA coal-fired power plant in North Carolina. The Company reported a net loss of $36.87 million in 2011, a net loss of $3.17 million in 2010, and a net loss of $29.16 million in 2009. The Company's balance sheet at Sept. 30, 2012, showed $971.15 million in total assets, $1.22 billion in total liabilities and a $252.74 million total deficit. * * * As reported by the TCR on Nov. 6, 2012, Standard & Poor's Ratings Services raised its corporate credit rating on Englewood, Co.-based Westmoreland Coal Co. (WLB). to 'B-' from 'CCC+'. "The upgrade reflects our view that WLB is less vulnerable to default after successfully negotiating less restrictive covenant requirements for an unrated $110 million term loan due 2018," said credit analyst Gayle Bowerman. "Our assessment of WLB's business risk profile as 'vulnerable' and financial risk profile as 'highly leveraged' are unchanged. We also revised our liquidity score to 'adequate' based on the covenant relief and additional liquidity provided under the company's new $20 million asset-based loan (ABL) facility from 'less than adequate'." Westmoreland Coal carries a Caa1 corporate family rating from Moody's Investors Service. WINDSORMEADE OF WILLIAMSBURG: Taps Hirschler as Local Counsel ------------------------------------------------------------- Virginia United Methodist Homes of Williamsburg, Inc., seeks permission from the Bankruptcy Court to engage Hirschler Fleischer, P.C. as local counsel, nunc pro tunc to the Petition Date. As a result of its prepetition representation of the Debtor, Hirschler's attorneys have become familiar with the complex factual and legal issues that will have to be addressed in the Chapter 11 case. The firm intends to charge for its services on an hourly basis and seek reimbursement of actual and necessary out-of-pocket expenses. The hourly rates of Hirschler' professionals and paraprofessionals expected to be most active in the Debtor's case are: Professional Hourly Rate ------------ ----------- Michael H. Terry $465 Robert S. Westermann $395 Sheila deLa Cruz $295 The Debtor believes the firm is a "disinterested person" within the meaning of Sec. 101(14) of the Bankruptcy Code. About WindsorMeade of Williamsburg Virginia United Methodist Homes of Williamsburg, Inc., doing business as WindsorMeade of Williamsburg, filed a Chapter 11 petition (Bankr. E.D. Va. Case No. 13-31098) on March 1, 2013. WindsorMeade of Williamsburg is a continuing care retirement community located on a 105 acre parcel of real property leased by sponsor Virginia United Methodist Homes Inc. The facility includes 181 independent living units with an 80% occupancy rate, 14 assisted living apartments with 65% occupancy and 12 skilled nursing beds with 75% occupancy. DLA Piper LLP (US) and Hirschler Fleischer, P.C. serve as counsel to the Debtor. Deloitte Financial Advisory Services LLP serves as financial advisor. McGuire Woods LLP is special bond counsel. BMC Group Inc. is the claims agent. The prepetition lender, UMB Bank, NA, is represented by Christian & Barton, LLP. The Debtor estimated assets and debts of $100 million to $500 million. WINDSORMEADE OF WILLIAMSBURG: McGuireWoods Is Bond Counsel ---------------------------------------------------------- Virginia United Methodist Homes of Williamsburg, Inc., seeks permission from the Bankruptcy Court to engage McGuireWoods LLP as special bond counsel effective as of the Petition Date. Prior to the Petition Date, the Debtor retained McGuireWoods to, among other things, assist the Debtor in connection with the issuance of bonds. The Debtor believes it is crucial that McGuireWoods be retained as special bond counsel given the firm's knowledge and experience in representing the Debtor over the past seven years. The firm intends to charge for its services on an hourly basis and seek reimbursement of actual and necessary out-of-pocket expenses. McGuireWoods' current hourly rates may range from $350 to $1,020 per hour for attorneys and $100 to $325 per hour for legal assistants and support staff. About WindsorMeade of Williamsburg Virginia United Methodist Homes of Williamsburg, Inc., doing business as WindsorMeade of Williamsburg, filed a Chapter 11 petition (Bankr. E.D. Va. Case No. 13-31098) on March 1, 2013. WindsorMeade of Williamsburg is a continuing care retirement community located on a 105 acre parcel of real property leased by sponsor Virginia United Methodist Homes Inc. The facility includes 181 independent living units with an 80% occupancy rate, 14 assisted living apartments with 65% occupancy and 12 skilled nursing beds with 75% occupancy. DLA Piper LLP (US) and Hirschler Fleischer, P.C. serve as counsel to the Debtor. Deloitte Financial Advisory Services LLP serves as financial advisor. McGuire Woods LLP is special bond counsel. BMC Group Inc. is the claims agent. The prepetition lender, UMB Bank, NA, is represented by Christian & Barton, LLP. The Debtor estimated assets and debts of $100 million to $500 million. WINDSORMEADE OF WILLIAMSBURG: Taps Deloitte as Advisor ------------------------------------------------------ Virginia United Methodist Homes of Williamsburg, Inc., seeks permission from the Bankruptcy Court to hire Deloitte Financial Advisor Services LLP as restructuring advisor, nunc pro tunc to the Petition Date. Deloitte FAS will, among other things, assist the Debtor in connection with the identification, evaluation, development and implementation or restructuring strategies and tactics. Deloitte FAS intends to charge for its services on an hourly basis and seek reimbursement of actual and necessary out-of-pocket expenses. The hourly rates of Deloitte FAS personnel currently expected to have primary responsibility for providing services to the Debtor are: Category Hourly Rate -------- ----------- Partners/Principals/Directors $525 to $695 Senior Managers $450 to $525 Managers $395 to $450 Senior Associates/Associates $250 to $395 Paraprofessionals $150 to $250 About WindsorMeade of Williamsburg Virginia United Methodist Homes of Williamsburg, Inc., doing business as WindsorMeade of Williamsburg, filed a Chapter 11 petition (Bankr. E.D. Va. Case No. 13-31098) on March 1, 2013. WindsorMeade of Williamsburg is a continuing care retirement community located on a 105 acre parcel of real property leased by sponsor Virginia United Methodist Homes Inc. The facility includes 181 independent living units with an 80% occupancy rate, 14 assisted living apartments with 65% occupancy and 12 skilled nursing beds with 75% occupancy. DLA Piper LLP (US) and Hirschler Fleischer, P.C. serve as counsel to the Debtor. Deloitte Financial Advisory Services LLP serves as financial advisor. McGuire Woods LLP is special bond counsel. BMC Group Inc. is the claims agent. The prepetition lender, UMB Bank, NA, is represented by Christian & Barton, LLP. The Debtor estimated assets and debts of $100 million to $500 million. WISHGARD LLC: Creditors File Involuntary Bankruptcy Petition ------------------------------------------------------------ Attorney Kirk B. Burkley of Bernstein-Burkley, P.C., on behalf of three petitioning creditors, filed an involuntary bankruptcy petition in the Western District of Pennsylvania against Wishgard, LLC, a regional oil and gas company. "Wishgard failed to pay its creditors in a timely manner and it is time to take the next step to try and recover their money," says Kirk Burkley -- kburkley@bernsteinlaw.com -- attorney for the petition creditors, Southeast Land Services, Inc., Brighton Resources, LLC and Ray Bauman. Wishgard, LLC was established to help safeguard landowners' mineral and gas rights with a protective lease, while encouraging production in the Marcellus and Utica Shale regions. Bernstein-Burkley, P.C. is a bankruptcy and creditors' rights law firm located in Pittsburgh, PA. ZUERCHER TRUST: Amends Schedules of Assets and Liabilities ---------------------------------------------------------- The Zuercher Trust of 1999 filed with the U.S. Bankruptcy Court for the Northern District of California amended schedules of assets and liabilities, disclosing: Name of Schedule Assets Liabilities ---------------- ----------- ----------- A. Real Property $24,000,000 B. Personal Property $4,450,000 C. Property Claimed as Exempt D. Creditors Holding Secured Claims $7,739,000 E. Creditors Holding Unsecured Priority Claims $0 F. Creditors Holding Unsecured Non-priority Claims $4,345,015 ----------- ----------- TOTAL $28,450,000 $12,084,015 The Debtor disclosed $27,717,500 in assets and $8,808,349 in liabilities in a previous iteration of the schedules. A copy of the amended schedules is available for free at http://bankrupt.com/misc/THE_ZUERCHER_TRUST_sal_amended.pdf About The Zuercher Trust of 1999 San Mateo, California-based The Zuercher Trust of 1999 filed for Chapter 11 bankruptcy (Bankr. N.D. Cal. Case No. 12-32747) on Sept. 26, 2012. Bankruptcy Judge Thomas E. Carlson presides over the case. Derrick F. Coleman, Esq., at Coleman Frost LLP, serves as the Debtor's counsel. The Debtor, a business trust, estimated assets and debts of $10 million to $50 million. The Debtor owns property in 621 S. Union Avenue, in Los Angeles. The property is currently in REAP for alleged city health code violations. The petition was signed by Monica H. Hujazi, trustee. * Moody's Says Low Interest Limits Life Insurers' Earnings Growth ----------------------------------------------------------------- The low interest rate environment has constrained earnings growth for U.S. life insurers, says Moody's Investors Service in its special comment "U.S. Life Insurers' Q4 2012 Results: Net Income Dampened by Industry Pressures." The rating agency expects that low interest rates will continue to heavily influence results throughout 2013. "Net income for U.S. publicly-traded life insurers increased moderately in the fourth quarter of 2012 relative to the prior year quarter, but, on a full-year basis, net income declined significantly." said Rokhaya Cisse, a Moody's Associate Analyst and author of the report. The 22% drop in industry net income was driven by assorted economic -- including significant interest rate driven charges -- and non-economic charges posted by industry leaders MetLife and Prudential, says Moody's, while aggregate reported operating earnings increased 11% to $24 billion, helped by greater fee income and higher asset prepayments that boosted investment income. A 46% drop in fixed annuity sales was further evidence of the continued adverse impact of low interest rates, and a 2% year-on- year decline in aggregate individual life sales came as insurers raised prices and shifted to more capital efficient products. The report also notes that NAIC risk-based capital levels remained strong even as insurers continued to deploy 'excess' capital in share buybacks and dividends during 2012. While equity market volatility can quickly reverse statutory capital and reserve positions, solidly higher equity markets at year-end helped preserve strong capital positions, says Moody's. * Senate Report Fault Senior Level Executives at JPMorgan --------------------------------------------------------- Ben Protess and Jessica Silver-Greenberg, writing for Reuters, reported that while a trader known as the "London whale" has come to represent a multibillion-dollar blowup at JPMorgan Chase, Congressional investigators have discovered that the problems involved more senior levels of the nation's largest bank. Reuters related that a report by the Senate Permanent Subcommittee on Investigations highlights flaws in the bank's public disclosures and takes aim at several executives, including Douglas Braunstein, who was chief financial officer at the time of the losses, according to people briefed on the inquiry. The report's findings -- scheduled to be released on March 15 -- are expected to fault the executives for allowing JPMorgan to build the bets without fully warning regulators and investors, these people said, according to Reuters. The subcommittee, led by Senator Carl Levin, could ask Mr. Braunstein and other senior executives to testify at a hearing this month, according to the people, Reuters related. The subcommittee does not currently intend to call the bank's chief executive, Jamie Dimon, but Congressional investigators interviewed Mr. Dimon last year, according to Reuters. * Fannie-Freddie in Venture to Securitize Home Loans ---------------------------------------------------- Margaret Chadbourn, writing for Reuters, reported that Fannie Mae and Freddie Mac will form a joint venture for securitizing home loans that could end up replacing the two government-controlled mortgage finance giants, their regulator said on Monday. "The overarching goal is to create something of value that could either be sold or used by policymakers as a foundational element of the mortgage market of the future," Edward DeMarco, acting director of the Federal Housing Finance Agency, told the National Association for Business Economics, according to Reuters. Reuters related that Fannie Mae and Freddie Mac, which help finance about two-thirds of new U.S. homes loans, were seized by the government in 2008 as mortgage losses mounted. They have drawn nearly $190 billion from the U.S. Treasury to stay afloat, the report said. The new company will be structured as a joint venture that is owned by Fannie Mae and Freddie Mac, DeMarco told reporters as he laid out FHFA's plans for 2013, according to Reuters. He said the new venture was not expected to begin securitizing loans this year. Instead, the focus will be on creating the business and hiring staff. The company will have its own chief executive and board. * Ex-Kirkland Partner Pleads Guilty to $2-Mil. Tax Scheme --------------------------------------------------------- Matthew Heller of Law360 reported that former Kirkland & Ellis LLP bankruptcy partner Theodore L. Freedman is facing up to 12 years in prison after pleading guilty Tuesday to four counts of tax fraud alleging he failed to report $2.1 million in partnership income. The report related that Freedman, 65, changed his earlier not- guilty plea on the day scheduled for a hearing that could have determined whether he could use a purported Asperger's syndrome diagnosis as a defense at trial to the charges on which he was indicted in July 2011. * The Deal Unveils Rankings of Bankruptcy Firms & Professionals --------------------------------------------------------------- The Deal on March 5 announced the results of their quarterly rankings of the top firms and professionals involved in active bankruptcy cases for the fourth quarter of 2012. Overall, filings were down (Chapter 7, 9, 11, 12 and 15) but for the major firms, caseloads increased significantly. League Table highlights: -- Skadden, Arps, Meagher & Flom LLP reclaimed the number one spot among law firms in part due to assignments including Monitor Co. Group LP, LCI Holding Co. and Inspiration Biopharmaceuticals. Several law firms saw a drop in rankings in Q4 versus Q3 2012 as a result of their special counsel assignments ending on the Lehman Brothers Holdings Inc. case including Dechert LLP, Fried, Frank, Harris, Shriver & Jacobson LLP and Jones Day. -- Amongst lawyers, Michael Schein of Vedder Price PC saw his rank rise from eighty-two places in Q3 to number one in Q4 due to his work with Edison Mission Energy, Patriot Coal Corp. and his continued work with Lehman. Wendy Walker, Morgan Lewis & Bockius LLP, also saw her ranking rise ninety-five spots to fifteen due to her creditor work on the Lehman bankruptcy. Tom Lauria (White & Case), Douglas Rosner (Goulston & Storrs), Andrew Gottfried (Morgan, Lewis & Bockius), Peter Gilhuly (Latham & Watkins), Richard Hahn (Debevoise & Plimpton), Douglas Lipke (Vedder Price), Scott Davidson (King & Spalding), John Rapisardi (Cadwalader, Wickersham & Taft) and Daniel Golden (Akin Gump Strauss Hauer & Feld) round out the top 10. -- On the investment banking tables, Houlihan Lokey maintained their number one ranking for the second straight quarter while Houlihan Lokey banker Eric Seigert secured a sweep of the number one ranking for 2012 with the Q4 results. Mesirow Financial Holdings Inc. saw their ranking rise from eighth place in Q3 2012 to number five in Q4 2012 due to their work on the Southern Air Holdings Inc. and AMF Bowling Worldwide Inc. cases. -- The non-investment banking rankings, made up of accounting, auditing or consulting firm firms, saw Epiq Bankruptcy Solutions and adviser Lorenzo Mendizabal rank number 1 for the second straight quarter with 104 active cases totaling $1,043.9 billion in assets. "The Lehman bankruptcy will continue to play a significant role in the next quarters because of its sheer size," says David Elman, Senior Editor at The Deal, "Although Lehman's liquidation plan took effect nearly a year ago, the wind-down of operations continues. Notably, Lehman in November agreed to sell Archstone Inc. to Equity Residential Inc. and AvalonBay Communities Inc. for $16 billion." The full-suite of rankings is available now on The Deal Pipeline, the transaction information service powered by The Deal newsroom. About The Deal's Bankruptcy League Tables The Deal's Bankruptcy League Tables are the industry's only league tables focused solely on active U.S. bankruptcy cases. The rankings involve cases of debtors with assets of $10 million or more with the rankings based on the aggregation of those asset values. Firms and professionals only get one credit for each active case, not each active assignment. There are eight categories: law firms and lawyers, investment banks and bankers, crisis management firms and professionals, and non-investment banks and professionals. About The Deal The Deal, a business unit of TheStreet, has been serving corporate dealmakers, advisers and institutional investors the most sophisticated analysis of the deal economy since 1999. The transaction information service, The Deal Pipeline, is powered by a newsroom of senior financial journalists who offer proprietary research and reporting across M&A, bankruptcies, auctions and financings. The Deal Pipeline includes the First Take breaking news service, daily and weekly sector newsletters, The Daily Deal twice-daily report of the day's top stories, a research center with over a decade's worth of intelligence and a database of 100,000+ deals, and an iPad app. Its marketing and media services group produces the industry's premier forecasting event, The Deal Economy, held annually at the New York Stock Exchange, in addition to industry webcasts and integrated marketing programs. * Haynes & Boone, MMA Lawyers Unveil Cooperation Agreement ---------------------------------------------------------- Haynes and Boone, LLP and MMA Lawyers of Brazil on March 5 disclosed that they have begun working together under a cooperation agreement to serve clients in Brazil, the United States, China and around the world. Under this new arrangement, Haynes and Boone clients will benefit from the experience of MMA inside one of the world's strongest emerging markets with a vibrant energy base and growing trade links to Texas and the rest of the U.S. MMA's clients, meanwhile, will benefit from having access to the breadth and depth of the Haynes and Boone U.S. and international practices outside of Brazil. "Teaming up with MMA is a big step toward maintaining our identity as one of the top international law firms with a focus on Latin America," said Haynes and Boone Managing Partner Terry Conner. "This helps us to provide an expanded array of services to a broad range of new and evolving clients. The announcement [Tues]day is the culmination of more than two years of work, and is an important enhancement to our well-recognized Latin American practice." Said Marcelo Mello, MMA Lawyers managing partner: "It is with great pride that we formalize our already strong relationship with Haynes and Boone. Through such cooperation, our firms will provide an extraordinary level of service to sophisticated multinational clients from the U.S. and beyond. As founder of this firm, I could not be more proud." The cooperation agreement will allow MMA and Haynes and Boone partners to work together closely, although the firms will remain independent. Encompassing more than 20 years of experience in operations and projects for various multinational companies and industries, MMA Lawyers is active in more than 30 countries across the Americas, Europe, Asia and Africa. MMA Lawyers combines lawyers from leading businesses and law firms from Brazil in a multidisciplinary team of practical experience gained through decades of cross-border projects, bringing together a range of practice areas such as civil law, tax, regulatory, corporate, environmental, labor and employment, litigation, arbitration and dispute resolution. Prior to forming his own firm, Mello was for nearly two decades the international legal division manager for Petrobras, the state- owned Brazilian petroleum and energy company. Petrobras currently ranks as the world's fifth-largest oil producer by market value. Conner said that, consistent with the Brazilian Bar rules, "our firm will not practice Brazilian law, so this cooperation agreement will help Haynes and Boone handle 'southbound' Brazil- focused projects." He predicted they will include transactions emanating from the U.S. and Asia in such sectors as energy, oil field services, infrastructure, mining, project finance, antitrust, intellectual property, finance, franchise and litigation / arbitration. Meanwhile through MMA, Haynes and Boone expects to bring in more "northbound" work from Brazil in such areas as energy, M&A, joint ventures, finance, intellectual property, antitrust, FCPA compliance and litigation / arbitration, he said. "By increasing our cross-border energy work, the MMA alliance should also help strengthen our Houston and energy practices, experience and reputation," Mr. Conner said. The cooperation agreement will also foster deeper relationships with Chinese and other Asian clients who are doing considerable business in Brazil, creating a "Brazil-China-U.S." triangle that supports both firms' inbound Asia strategy, he said. The Haynes and Boone Latin American practice has been recognized as one of the leaders in Latin America by numerous business organizations and publications, including Latin Lawyer and Chambers Latin America 2012, which for the third consecutive year singled out the firm for its high-end corporate and financial work. With more than 50 Latin America-focused attorneys based in Texas, New York, Washington, D.C. and Mexico, Haynes and Boone maintains one of the largest such practices of any firm headquartered in North America. Its approximately 20 Mexico City-based attorneys have a wide range of experience in mergers and acquisitions, capital markets, finance, energy and natural resources, real estate, bankruptcy and restructuring, international arbitration and international trade. Recently, for example, Haynes and Boone represented Tarahumara Pipeline, S.de R.L. de C.V, a subsidiary of Grupo Fermaca, which has been selected as the winning bid in a public auction by the Mexican Federal Electricity Commission (CFE) to build and operate the natural gas pipeline for the northern region of Mexico in the state of Chihuahua. The pipeline will be 380 kilometers in length and cost more than US$440 million to build. About Haynes and Boone Haynes and Boone, LLP is an international corporate law firm with offices in Texas, New York, California, Washington, D.C., and Mexico City, providing a full spectrum of legal services. With more than 525 attorneys, Haynes and Boone is ranked among the largest law firms in the nation by The National Law Journal and has been named a "Top Corporate Law Firm in America" (Corporate Board Member Magazine, 2001-2012). About MMA Lawyers The Brazilian firm MMA Lawyers provides legal services to a multinational clientele throughout the major business centers of the world. The firm has been at the forefront of mega-projects in more than 30 countries in the energy, oil and gas, mining and infrastructure sectors, through the collaborative work of a unified team that provides in depth local solutions precisely tailored to clients' projects and markets. The lawyers that make up the team are market references in mergers and acquisitions, project finance, environmental, civil and corporate, tax and customs, litigation, labor and employment and international arbitration. * Orrick Nabs Top Appellate Atty From DOJ In Washington ------------------------------------------------------- Orrick, Herrington & Sutcliffe LLP announced on March 5 that Robert ("Bob") M. Loeb, the former Acting Deputy Director of the Appellate Staff of the Civil Division at the U.S. Department of Justice ("DOJ"), has joined the firm as a partner in its Supreme Court & Appellate Litigation practice, resident in Washington, D.C. During his nearly 25 years at the DOJ, Mr. Loeb briefed hundreds of cases in the courts of appeals and the U.S. Supreme Court, arguing more than 100 appeals in all. He has appeared in every federal circuit and numerous en banc cases. He has represented the United States, government agencies and high-ranking government officials, including two former Secretaries of Defense in their individual capacities in multiple appellate matters, during both Democratic and Republican administrations. "Few lawyers in private practice can match Bob's experience leading major appellate matters in the most complex and high- stakes appeals," said Joshua Rosenkranz, head of the firm's Supreme Court & Appellate practice. "When the Government simply had to win an appeal, it repeatedly turned to Bob to devise and implement the winning strategy?on issues from national security to commercial law. We are thrilled to offer our clients the benefit of this extraordinary talent." In 2012, The American Lawyer selected Orrick as one of the nation's leading litigation departments for the second consecutive time and named Rosenkranz Litigator of the Year. Orrick's Supreme Court & Appellate lawyers have represented parties in some of the most significant appeals in the country, including a high-profile copyright appeal for Oracle over the use of Java in the Android platform, a longstanding high-stakes negligence dispute for L-3 Communications, a class-action appeal for UBS, and a high-profile patent case involving the Wii gaming system for Nintendo. Our clients are becoming increasingly aware of the need to include appellate specialists on their most important cases," added Steve Foresta, head of Orrick's Litigation Business Unit."Bob brings a wealth of experience and insight from his years in government - making him a great asset to our clients." "Orrick possesses a thriving and premier quality appellate practice, which is sought out by clients and partners from within the firm and beyond," said Mr. Loeb. "The extraordinary talent and experience of Orrick's attorneys and the firm's top-to-bottom commitment to a collaborative, client-first approach to the law, presents an extraordinary litigation platform for me to build upon my many successes in high-stakes appeals." During his time at the DOJ, Mr. Loeb received several honors including the 2010 Presidential Rank Award and the 2010 Attorney General Distinguished Service Award. In 2007, he was awarded the Civil Division's highest honor, the Stanley D. Rose Memorial Award. Before joining the DOJ, Mr. Loeb clerked for one of the most prominent appellate judges in the country, Judge Richard Posner on the United States Court of Appeals for the Seventh Circuit. He received his J.D., cum laude, from the University of Chicago Law School in 1987 and his A.B. from the University of Illinois in 1984. Mr. Loeb may be reached at: Robert M. Loeb, Esq. ORRICK, HERRINGTON & SUTCLIFFE LLP Columbia Center 1152 15th Street, N.W. Washington, D.C. 20005-1706 Tel: (202) 339-8475 Email: rloeb@orrick.com About Orrick Orrick is a global law firm with a particular focus on serving companies in the technology, energy and financial sectors. Founded in San Francisco and celebrating its 150th anniversary in 2013, Orrick is recognized by Law360 as one of the "Global 20" leading firms. The firm offers clients a distinctive combination of local insight and consistent global quality across 25 offices. Orrick lawyers are known for delivering commercially oriented advice on sophisticated transactions and have an extraordinary record of wins in high-stakes disputes. Chambers Global cites Orrick for leadership across 39 practice areas and recognizes 86 Orrick lawyers worldwide as leading practitioners. Selected by Financial Times as one of the most innovative U.S. law firms for the second consecutive year, Orrick is commended for innovation in both client advice and the business of law. Collaboration ? one of the firm's core values ? defines the firm's relationships with its clients, among its lawyers and staff, and with its communities. * Venable Taps Bankruptcy Pro to Head New Delaware Office --------------------------------------------------------- Planting a flag in one of the country's most important jurisdictions for corporate litigation and bankruptcy matters, Venable LLP announced on March 4 that it has opened a Wilmington, Delaware office and added experienced bankruptcy counsel Jamie L. Edmonson, as a partner, to lead the new office. Ms. Edmonson arrives from the Wilmington-based Bayard law firm, where she was a director. The new office is located at 1201 North Market Street in Wilmington. At Venable, Ms. Edmonson joins one of the country's premier bankruptcy and creditor rights' practices. The firm was a principal player during the Enron bankruptcy, recovering approximately $1 billion in assets for creditor clients. American Lawyer named group chair Gregory Cross "Bankruptcy Dealmaker of the Year" in 2010 based on the firm's success in high-profile Chapter 11 cases, including General Growth Properties and New York's famed residential complex, Stuyvesant Town/Peter Cooper Village. "This is a terrific development for our firm and obviously for the bankruptcy practice, given how often our work leads to Delaware," Mr. Cross said. "And we're getting a top-flight partner to lead our new office -- Jamie Edmonson has been intimately involved in a wide range of Chapter 11 cases coming out of Delaware, including some of the biggest filings. She is superbly positioned to help raise our profile in the Delaware bar and leverage our deep bench of bankruptcy, litigation and transaction attorneys, giving our clients a strong role in major corporate matters in Delaware." With more than 16 years of experience handling commercial bankruptcies, restructurings, insolvencies, and liquidations, Ms. Edmonson has regularly served as Delaware counsel in large Chapter 11 filings. She has represented lenders, debtors, creditors, statutory committees (creditor and equity), asset purchasers, landlords and lessees in a wide range of industry sectors, including information technology, retail, food, energy, construction, real estate, telecommunications and manufacturing. Ms. Edmonson has also been on the business side of bankruptcy matters at a national turnaround firm, which assisted distressed companies in navigating restructurings and the Chapter 11 process. Among the matters that Ms. Edmonson has handled: * Three regional grocery chains in their chapter 11 cases * The Chapter 11 trustee in a large discount chain bankruptcy * A Los Angeles-based retail chain through Chapter 11, in which all creditors were paid in full * Creditors and defendants in preference actions in several homebuilder cases * Debtors in two separate condo/office projects * Manufacturers of medical devices * Manufacturer of plastic bottles used in retail distribution of bottled water and soda * The official committee of unsecured creditors in the case of a large paper/pulp manufacturer * Equity holders in the case of a manufacturer of TV set-top boxes * Liquidating trust of a solar panel manufacturer * Special counsel to a large electricity service provider during its Chapter 11 case * Unsecured creditors in a large commercial real estate lending company Ms. Edmonson said, "Venable has a renowned national bankruptcy platform and I was thrilled to hear that the firm was launching a Delaware office. Delaware is such an important hub for corporate bankruptcies and restructurings and the firm is well-positioned to become a bigger factor in creditor committee work and other representations. It will be exciting to harness my experience here with Venable's practice." Ms. Edmonson served as a judicial extern to the Honorable Alex Kozinski in the Ninth Circuit Court of Appeals from 1995 to 1996. She received her J.D. from Loyola Law School (1996) and her B.S.B.A. from American University (1990). Ms. Edmonson may be reached at: Jamie L. Edmonson, Esq. VENABLE LLP 1201 North Market Street Suite 1400 Wilmington, DE 19801 Tel: (302) 298-3535 Fax: (302) 298-3550 E-mail: jledmonson@Venable.com * David Anderson Joins Wick Phillips' Commercial Litigation Team ---------------------------------------------------------------- Wick Phillips on March 5 disclosed that David Anderson has joined the Dallas office as a partner in the commercial litigation group. In addition to his 16 years of commercial litigation expertise, Anderson handles many intellectual property cases. Some of his most high profile cases include work for companies such as Medtronic, Inc.; BearingPoint, Inc. (formerly KPMG Consulting); Halliburton Energy Services, Inc.; US Synthetic Corporation; and Silver Point Capital, L.P., among others. "Given the current business climate, our practice is expanding rapidly, and the time was right to add another top-notch litigator to our team," said Bryan Wick, founding partner of Wick Phillips. "David is a highly respected member of the legal community, with an impressive portfolio of casework. His complex commercial litigation background, combined with intellectual property expertise, made his affiliation with Wick Phillips a strategic decision that continues to broaden the range of services we provide to our clients." Prior to his move to Wick Phillips, Anderson was a principal shareholder at McKool Smith, P.C. He is admitted to practice in the State of Texas, the United States District Court for the Northern, Southern, Eastern and Western Districts in Texas and the Fifth Circuit Court of Appeals. During the past decade, he has been recognized numerous times as a Texas Super Lawyer Rising Star by Texas Monthly Magazine (2004, 2006, 2007, 2008 and 2009), and as a Best Lawyer by D Magazine in 2006. Anderson earned his B.B.A. from Texas A&M University in 1993 and his J.D. from St. Mary's University School of Law in 1996. About Wick Phillips Wick Phillips -- http://www.wickphillips.com-- is a full-service business law firm with offices in Dallas, Fort Worth and Austin, Texas. Specialty areas include commercial litigation, bankruptcy, creditor's rights, civil appeals, corporate, corporate advisory, real estate, labor and employment, technology and securities. * Recent Small-Dollar & Individual Chapter 11 Filings ----------------------------------------------------- In re World Assets Acquisition, Inc. Bankr. C.D. Cal. Case No. 13-14782 Chapter 11 Petition filed February 25, 2013 See http://bankrupt.com/misc/cacb13-14782.pdf represented by: Robert S. Altagen, Esq. LAW OFFICES OF ROBERT S. ALTAGEN E-mail: rsaink@earthlink.net In re David Hahn Bankr. C.D. Cal. Case No. 13-14875 Chapter 11 Petition filed February 25, 2013 In re Genaro Fernandez Bankr. E.D. Cal. Case No. 13-22406 Chapter 11 Petition filed February 25, 2013 In re Jeanette Baldwin Bankr. N.D. Cal. Case No. 13-41088 Chapter 11 Petition filed February 25, 2013 In re Progressive Pest Solutions, LLC Bankr. M.D. Fla. Case No. 13-01060 Chapter 11 Petition filed February 25, 2013 See http://bankrupt.com/misc/flmb13-01060.pdf represented by: Richard A. Perry, Esq. RICHARD A. PERRY, ATTORNEY AT LAW E-mail: richardperry@richard-a-perry.com In re Rifaat Zakhary Bankr. M.D. Fla. Case No. 13-02100 Chapter 11 Petition filed February 25, 2013 In re Hickman's Brake & Alignment Service, Inc. Bankr. S.D. Fla. Case No. 13-14189 Chapter 11 Petition filed February 25, 2013 See http://bankrupt.com/misc/flsb13-14189.pdf represented by: Craig I. Kelley, Esq. KELLEY & FULTON, PL E-mail: cik@kelleylawoffice.com In re Butler Home Improvements LLC fdba Custom Cabnets aka Butler County Home Improvement LLC Bankr. D. Kans. Case No. 13-10316 Chapter 11 Petition filed February 25, 2013 See http://bankrupt.com/misc/ksb13-10316.pdf represented by: Rick E Hodge, Jr., Esq. RICK HODGE, ATTORNEY AT LAW, L.C. E-mail: rick@rickhodge.com In re Melissa Rehak Bankr. D. Md. Case No. 13-13100 Chapter 11 Petition filed February 25, 2013 In re Rose Business Forms Company dba Rose Printing Services. Inc. Bankr. E.D. Mich. Case No. 13-30605 Chapter 11 Petition filed February 25, 2013 See http://bankrupt.com/misc/mieb13-30605p.pdf See http://bankrupt.com/misc/mieb13-30605c.pdf represented by: Donald C. Darnell, Esq. DARNELL, PLLC E-mail: dondarnell@darnell-law.com In re Danny Morris Bankr. D. Nev. Case No. 13-11432 Chapter 11 Petition filed February 25, 2013 In re Quality Home Medical Equipment, LLC Bankr. W.D. Okla. Case No. 13-10655 Chapter 11 Petition filed February 25, 2013 See http://bankrupt.com/misc/okwb13-10655.pdf represented by: Gary D. Hammond, Esq. MITCHELL & HAMMOND E-mail: gary@okatty.com In re Dad 'N' Company, LLC dba BCT South Carolina BCT Charlotte, NC Bankr. D. S.C. Case No. 13-01056 Chapter 11 Petition filed February 25, 2013 See http://bankrupt.com/misc/scb13-01056.pdf represented by: Jane H. Downey, Esq. MOORE TAYLOR & THOMAS, P.A. E-mail: jane@mttlaw.com In re Cafe Ro, Inc. dba Spider House Spiderhouse Spiderhouse Patio Bar and Cafe Spiderhouse Cafe The 29th Street Ballroom at Spiderhouse Spider House Cafe The Spiderhouse Ballroom Bankr. W.D. Tex. Case No. 13-10333 Chapter 11 Petition filed February 25, 2013 See http://bankrupt.com/misc/txwb13-10333.pdf represented by: Frank B. Lyon, Esq. E-mail: franklyon@me.com In re Carmen Naifeh Bankr. W.D. Tex. Case No. 13-30299 Chapter 11 Petition filed February 25, 2013 In re Harold Olson Bankr. E.D. Va. Case No. 13-10846 Chapter 11 Petition filed February 25, 2013 In re Terry Mayo Bankr. D. Ariz. Case No. 13-02560 Chapter 11 Petition filed February 26, 2013 In re Central Valley Gas Stations Atwater Partnership, LLC Bankr. E.D. Cal. Case No. 13-22478 Chapter 11 Petition filed February 26, 2013 See http://bankrupt.com/misc/caeb13-22478p.pdf See http://bankrupt.com/misc/caeb13-22478c.pdf represented by: Noel Knight, Esq. Law Offices of Noel Knight In re Mountain View Printing, Inc. Bankr. N.D. Cal. Case No. 13-51068 Chapter 11 Petition filed February 26, 2013 See http://bankrupt.com/misc/canb13-51068.pdf represented by: Charles B. Greene, Esq. Law Offices of Charles B. Greene E-mail: cbgattyecf@aol.com In re Alma Hernandez Bankr. S.D. Calif. Case No. 13-01812 Chapter 11 Petition filed February 26, 2013 In re Athena Food Hosts, Inc. dba Marina Restaurant Bankr. M.D. Fla. Case No. 13-01106 Chapter 11 Petition filed February 26, 2013 See http://bankrupt.com/misc/flmb13-01106p.pdf See http://bankrupt.com/misc/flmb13-01106c.pdf represented by: Jason A. Burgess, Esq. The Law Offices of Jason A. Burgess, LLC E-mail: jason@jasonaburgess.com In re Jeffrey Miller Bankr. M.D. Fla. Case No. 13-02325 Chapter 11 Petition filed February 26, 2013 In re Zatum, LLC Bankr. M.D. Fla. Case No. 13-02316 Chapter 11 Petition filed February 26, 2013 See http://bankrupt.com/misc/flmb13-02316.pdf represented by: Buddy D. Ford, Esq. Buddy D. Ford, P.A. E-mail: Buddy@tampaesq.com In re Ana Orisini Bankr. S.D. Fla. Case No. 13-14256 Chapter 11 Petition filed February 26, 2013 In re The Fort Lauderdale Bridge Club, Inc. dba Fort Lauderdale Bridge Club Bankr. S.D. Fla. Case No. 13-14289 Chapter 11 Petition filed February 26, 2013 See http://bankrupt.com/misc/flsb13-14289.pdf represented by: Thomas L. Abrams, Esq. Gamberg & Abrams E-mail: tabrams@tabramslaw.com In re Coneric, Inc. Bankr. D. Md. Case No. 13-13268 Chapter 11 Petition filed February 26, 2013 See http://bankrupt.com/misc/mdb13-13268.pdf represented by: Sandy Bellamy, Esq. Thomas Bellamy & Assoc. at Law, LLC E-mail: bellamy@tblaw-us.com In re Origin PR LLC Bankr. D.N.J. Case No. 13-13824 Chapter 11 Petition filed February 26, 2013 See http://bankrupt.com/misc/njb13-13824.pdf represented by: Warren A. Usatine, Esq. Cole, Schotz, Meisel, Forman & Leonard E-mail: wusatine@coleschotz.com In re S. Campbell Properties, LLC Bankr. N.D.N.Y. Case No. 13-60283 Chapter 11 Petition filed February 26, 2013 See http://bankrupt.com/misc/nynb13-60283.pdf represented by: Christian H. Dribusch, Esq. Whiteman Osterman & Hanna LLP E-mail: cdribusch@woh.com In re EHS Free, LLC Bankr. E.D.N.C. Case No. 13-01190 Chapter 11 Petition filed February 26, 2013 See http://bankrupt.com/misc/nceb13-01190.pdf represented by: Oliver Carter, III, Esq. Carter & Carter, P.A. E-mail: oliver@carterandcarterlaw.com In re Louis Morgavo Bankr. W.D. Pa. Case No. 13-20789 Chapter 11 Petition filed February 26, 2013 In re Desarrolladora JC. Inc. pka Hormigonera JC, Inc. Bankr. D.P.R. Case No. 13-01410 Chapter 11 Petition filed February 26, 2013 See http://bankrupt.com/misc/prb13-01410.pdf represented by: Enrique M. Almeida Bernal, Esq. Almeida & Davila PSC E-mail: ealmeida@almeidadavila.com In re Ronnie Teal Bankr. E.D. Tenn. Case No. 13-10936 Chapter 11 Petition filed February 26, 2013 In re Derek Bason Bankr. M.D. Tenn. Case No. 13-01641 Chapter 11 Petition filed February 26, 2013 In re Charles Gurkins Bankr. W.D. Tenn. Case No. 13-22116 Chapter 11 Petition filed February 26, 2013 In re Jacky Messer Bankr. N.D. Tex. Case No. 13-20061 Chapter 11 Petition filed February 26, 2013 In re Waters' Edge Restaurant LLC Bankr. E.D. Va. Case No. 13-10867 Chapter 11 Petition filed February 26, 2013 See http://bankrupt.com/misc/vaeb13-10867.pdf In re Harold Roberts Bankr. W.D. Wash. Case No. 13-41175 Chapter 11 Petition filed February 26, 2013 In re Mark Hernando Bankr. C.D. Cal. Case No. 13-15106 Chapter 11 Petition filed February 27, 2013 In re Ruth Hasson Bankr. C.D. Cal. Case No. 13-15138 Chapter 11 Petition filed February 27, 2013 In re Abel Luna Bankr. E.D. Cal. Case No. 13-11288 Chapter 11 Petition filed February 27, 2013 In re Paul Smith Bankr. N.D. Cal. Case No. 13-30427 Chapter 11 Petition filed February 27, 2013 In re Richard Lucarelli Bankr. D. Conn. Case No. 13-30350 Chapter 11 Petition filed February 27, 2013 In re Stephanie Lucarelli Bankr. D. Conn. Case No. 13-30350 Chapter 11 Petition filed February 27, 2013 In re Robert Brown Bankr. M.D. Fla. Case No. 13-01151 Chapter 11 Petition filed February 27, 2013 In re Joseph Robinson Bankr. M.D. Fla. Case No. 13-01153 Chapter 11 Petition filed February 27, 2013 In re KWIK 1 Entertainment, Inc. dba Boomerang Martini Bar Bankr. M.D. Fla. Case No. 13-02424 Chapter 11 Petition filed February 27, 2013 See http://bankrupt.com/misc/flmb13-02424.pdf represented by: Buddy D. Ford, Esq. BUDDY D. FORD, P.A. E-mail: Buddy@tampaesq.com In re Donald Lipsy Bankr. S.D. Fla. Case No. 13-14360 Chapter 11 Petition filed February 27, 2013 In re Ferguson Industries, Inc. Bankr. N.D. Ill. Case No. 13-07601 Chapter 11 Petition filed February 27, 2013 See http://bankrupt.com/misc/ilnb13-07601.pdf represented by: O. Allan Fridman, Esq. LAW OFFICE OF O. ALLAN FRIDMAN E-mail: afridman@tds.net In re Charles Franklin Bankr. E.D.N.C. Case No. 13-01220 Chapter 11 Petition filed February 27, 2013 In re Luis Ortiz Rivera Bankr. D. P.R. Case No. 13-01443 Chapter 11 Petition filed February 27, 2013 In re Jeffrey Chastain Bankr. D. S.C. Case No. 13-01146 Chapter 11 Petition filed February 27, 2013 In re George Gurkin Bankr. W.D. Tenn. Case No. 13-22158 Chapter 11 Petition filed February 27, 2013 In re Marion Gurkin Bankr. W.D. Tenn. Case No. 13-22162 Chapter 11 Petition filed February 27, 2013 In re Charles Beitel Bankr. E.D. Tex. Case No. 13-40499 Chapter 11 Petition filed February 27, 2013 In re Syed Kazmi Bankr. E.D. Va. Case No. 13-10897 Chapter 11 Petition filed February 27, 2013 In re James Hood Bankr. E.D. Wash. Case No. 13-00772 Chapter 11 Petition filed February 27, 2013 In re Hector Mendez Luis Bankr. C.D. Cal. Case No. 13-15240 Chapter 11 Petition filed February 28, 2013 In re Los Banos Land Investments, LLC Bankr. C.D. Cal. Case No. 13-11857 Chapter 11 Petition filed February 28, 2013 See http://bankrupt.com/misc/cacb13-11857.pdf represented by: Jeffrey S Benice, Esq. Law Offices of Jeffrey S. Benice, APLC E-mail: jsb@jeffreybenice.com In re Steven Johnston Bankr. N.D. Cal. Case No. 13-10412 Chapter 11 Petition filed February 28, 2013 In re TI Management Group, Inc. Bankr. N.D. Cal. Case No. 13-51120 Chapter 11 Petition filed February 28, 2013 See http://bankrupt.com/misc/canb13-51120.pdf represented by: Scott J. Sagaria, Esq. Law Offices of Scott J. Sagaria E-mail: ECFGotNotices@Gmail.com In re James Rodriguez Bankr. S.D. Calif. Case No. 13-02156 Chapter 11 Petition filed February 28, 2013 In re Michael Snow Bankr. D. Colo. Case No. 13-12815 Chapter 11 Petition filed February 28, 2013 In re Tara Snow Bankr. D. Colo. Case No. 13-12815 Chapter 11 Petition filed February 28, 2013 In re Optimus Management Group, LLC aka Optimus Management Group Bankr. D. Conn. Case No. 13-20377 Chapter 11 Petition filed February 28, 2013 See http://bankrupt.com/misc/ctb13-20377.pdf represented by: Gary J. Greene, Esq. Greene Law, PC E-mail: bankruptcy@greenelawpc.com In re James Thompson Bankr. N.D. Ga. Case No. 13-54138 Chapter 11 Petition filed February 28, 2013 In re Ali Alforookh Bankr. N.D. Ill. Case No. 13-08077 Chapter 11 Petition filed February 28, 2013 In re Bowen Johnson Funeral Chapel, Inc. Bankr. D. Kans. Case No. 13-20435 Chapter 11 Petition filed February 28, 2013 See http://bankrupt.com/misc/ksb13-20435.pdf represented by: Adam M. Mack, Esq. Law Office of Adam Mack E-mail: adam.mack@kansasjustice.com In re D&D Properties, LLC Bankr. D. Mass. Case No. 13-11077 Chapter 11 Petition filed February 28, 2013 See http://bankrupt.com/misc/mab13-11077.pdf represented by: Alexander L. Cataldo, Esq. Alexander L. Cataldo, P.C. E-mail: alcpc@verizon.net In re 4191 High Design Corp Bankr. S.D.N.Y. Case No. 13-10587 Chapter 11 Petition filed February 28, 2013 See http://bankrupt.com/misc/nysb13-10587.pdf represented by: Paul A. Shneyer, Esq. Paul A. Shneyer PC E-mail: pasesq@aol.com In re David Jason Bankr. W.D. Pa. Case No. 13-20871 Chapter 11 Petition filed February 28, 2013 In re William Monsour Bankr. W.D. Pa. Case No. 13-20842 Chapter 11 Petition filed February 28, 2013 In re U-NJOI, Inc. dba UPTOWN PUB dba Uptown Pub Bankr. N.D. Tex. Case No. 13-30952 Chapter 11 Petition filed February 28, 2013 See http://bankrupt.com/misc/txnb13-30952.pdf represented by: Eric A. Liepins, Esq. Eric A. Liepins, P.C. E-mail: eric@ealpc.com In re Thorn & Thorn, Inc. Bankr. N.D. Ala. Case No. 13-80632 Chapter 11 Petition filed March 1, 2013 See http://bankrupt.com/misc/alnb13-80632p.pdf See http://bankrupt.com/misc/alnb13-80632c.pdf represented by: David B. Anderson, Esq. ANDERSON & WEIDNER, LLC E-mail: dbanderson@andersonweidner.com - and ? Marvis L. Jenkins, Esq. ANDERSON WEIDNER, LLC E-mail: mjenkins@andersonweidner.com In re Connecticut Basement Systems Radon, Inc. Bankr. D. Conn. Case No. 13-50308 Chapter 11 Petition filed March 1, 2013 See http://bankrupt.com/misc/ctb13-50308.pdf represented by: James M. Nugent, Esq. HARLOW, ADAMS, AND FRIEDMAN, P.C. E-mail: jmn@quidproquo.com In re Engineered Investments LLC Bankr. N.D. Ga. Case No. 13-54412 Chapter 11 Petition filed March 1, 2013 See http://bankrupt.com/misc/ganb13-54412.pdf represented by: Kenneth Mitchell, Esq. GIDDENS, MITCHELL & ASSOCIATES, P.C. E-mail: kmitchell@gdmpclaw.com In re Bar One, LLC dba Bar One Bankr. N.D. Ga. Case No. 13-54431 Chapter 11 Petition filed March 1, 2013 See http://bankrupt.com/misc/ganb13-54431.pdf represented by: Richard E. Thomasson, Esq. THOMASSON LAW FIRM, LLC E-mail: ret@thomassonlawfirm.com In re Wagaman's HVAC Sales And Services, Inc. Bankr. S.D. Ga. Case No. 13-10379 Chapter 11 Petition filed March 1, 2013 See http://bankrupt.com/misc/gasb13-10379.pdf represented by: Todd Boudreaux, Esq. SHEPARD PLUNKETT HAMILTON BOUDREAUX, LLP E-mail: tboudreaux@shepardplunkett.com In re Ghori No. 1 Cab Corporation Bankr. N.D. Ill. Case No. 13-08275 Chapter 11 Petition filed March 1, 2013 See http://bankrupt.com/misc/ilnb13-08275.pdf represented by: Forrest L. Ingram, Esq. FORREST L. INGRAM, P.C. E-mail: fingram@fingramlaw.com In re INF Cab Corporation Bankr. N.D. Ill. Case No. 13-08276 Chapter 11 Petition filed March 1, 2013 See http://bankrupt.com/misc/ilnb13-08276.pdf represented by: Forrest L. Ingram, Esq. FORREST L. INGRAM, P.C. E-mail: fingram@fingramlaw.com In re Uboo Cab Corporation Bankr. N.D. Ill. Case No. 13-08278 Chapter 11 Petition filed March 1, 2013 See http://bankrupt.com/misc/ilnb13-08278.pdf represented by: Forrest L. Ingram, Esq. FORREST L. INGRAM, P.C. E-mail: fingram@fingramlaw.com In re Lansky's Equities Corporation Bankr. S.D.N.Y. Case No. 13-10626 Chapter 11 Petition filed March 1, 2013 See http://bankrupt.com/misc/nysb13-10626.pdf represented by: Jonathan S. Pasternak, Esq. DELBELLO DONNELLAN WEINGARTEN WISE & WIEDERKEHR, LLP E-mail: jpasternak@ddw-law.com In re Dickens English Pub, Inc. dba Dubliner Irish Pub Bankr. S.D.N.Y. Case No. 13-35458 Chapter 11 Petition filed March 1, 2013 See http://bankrupt.com/misc/nysb13-35458.pdf represented by: Thomas Genova, Esq. GENOVA & MALIN, ATTORNEYS E-mail: genmallaw@optonline.net In re Security Property Management, LP Bankr. S.D. Tex. Case No. 13-10075 Chapter 11 Petition filed March 1, 2013 See http://bankrupt.com/misc/txsb13-10075.pdf represented by: Enrique Jeb Solana, Esq. LAW OFFICE OF ENRIQUE J. SOLANA E-mail: solanalaw@hotmail.com ********* 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 ***