/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/130415.mbx T R O U B L E D C O M P A N Y R E P O R T E R Monday, April 15, 2013, Vol. 17, No. 103 Headlines 710 LONG RIDGE: Has Nod to Hire Alvarez & Marsal as Advisors 710 LONG RIDGE: Taps Bancroft as Special Litigation Counsel 710 LONG RIDGE: Committee Has OK for Porzio Bromberg as Counsel 710 LONG RIDGE: Has OK to Hire Littler Mendelson as Labor Counsel 845 N SAN VICENTE: Case Reassigned to Judge Neiter A123 SYSTEMS: Michigan Drops Opposition to Co. Keeping Tax Credits ADVANCED MEDICAL: Incurs $8.6-Mil. Net Loss in 2012 ALCOA INC: Fitch Affirms 'BB' Preferred Stock Rating ALLIED DEFENSE: Had $43.2MM Net Assets in Liquidation at Dec. 31 ALLIED SYSTEMS: Wants to Hire Grant Thornton to as Auditor ALLIED SYSTEMS: Wants to Expand PwC's Scope of Employment AMC ENTERTAINMENT: Moody's Rates Proposed $925MM Debt 'Ba2' AMERICAN AIRLINES: Gets Revised Stock & Claims Order for Trading AMERICAN APPAREL: Offering $206-Mil. Senior Notes at 97% of Par AMERICAN BONANZA: Restructures Outstanding Indebtedness AMR CORP: CEO Horton Won't Get $20 Million Severance Payout BAJA MINING: Reports $321.3-Mil. Net Loss in 2012 BENADA ALUMINUM: Wells Fargo Financing Extended to May 7 BERWIND REALTY: Stipulation on the Use of BPPR's Rents Approved BIG M: Mandee's Owner Seeks More Time to Keep Control of Case BINGO.COM LTD: Incurs $46K Net Loss in 2012 BIO-KEY INTERNATIONAL: Reports $3,267 Net Income in 2012 BUSINESS DEVELOPMENT: Court Dismisses Chapter 11 Case CAMP INTERNATIONAL: S&P Corrects Recovery Ratings on Secured Debt CANADIAN OILFIELD: In Default of Disclosure Obligations CARBON BEACH: U.S. Trustee Withdraws Motion to Dismiss CELL THERAPEUTICS: Sees $31MM Net Financial Standing at Feb. 28 CENTENNIAL BEVERAGE: Lender Agrees to Extend Cash Use Until May 19 CENTRAL TEXAS REGIONAL: S&P Assigns 'BB+' Rating to $108MM Bonds CEQUEL COMMUNICATIONS: Loan Upsize No Impact on Moody's B1 CFR CEQUEL COMMUNICATIONS: S&P Retains 'BB-' Rating After Loan Upsize CHINA NATURAL GAS: Reports $11-Mil. Net Income in 2012 COLDWATER PORTFOLIO: Evidentiary Hearing on Sale on May 28 COMMUNITY WEST: Reports $3.2 Million Net Income in 2012 CORMEDIX INC: Gets NYSE MKT Listing Non-Compliance Notice CYANCO INTERMEDIATE: Moody's Assigns B2 CFR & Rates Term Loan B2 DELTA OIL: Incurs $480K Net Loss in 2012 DEX MEDIA WEST: 2014 Loan Trades at 24% Off in Secondary Market DBSI INC: Bosses Charged With Lying About Firm's Finances DEJOUR ENERGY: Incurs $11.8-Mil. Net Loss in 2012 DIGITAL DOMAIN: Maturity Date of DIP Loans Extended to June 28 DIGITAL DOMAIN: Seeks Extension of Exclusive Plan Filing Deadline DIGITAL GENERATION: S&P Retains 'B+' Corporate Credit Rating EASTMAN KODAK: Time to Remove Civil Actions Moved to Aug. 11 EDISON MISSION: Court Sets June 17 as Claims Bar Date EDISON MISSION: Lease Decision Period Extended to July 15 EDISON MISSION: Has Interim OK to Use Existing Cash Mgt. System ESP RESOURCES: Incurs $5.1-Mil. Net Loss in 2012 EURAMAX HOLDINGS: Incurs $36.7 Million Net Loss in 2012 FLAT OUT: Committee Has Court's Nod to Hire Kelley Drye as Counsel FLURIDA GROUP: Reports $155K Net Income in 2012 FOUR OAKS: Incurs $5.4 Million Net Loss in Fourth Quarter GEOKINETICS INC: U.S. Trustee's Plan Objection Filed GENERAL MOTORS: New York, Old GM in $5.5MM Environmental Deal GIBRALTAR KENTUCKY: Sale Hearing Continued to April 19 GLOBAL CLEAN: Incurs $3.3-Mil. Net Loss in 2012 GMX RESOURCES: U.S. Trustee Forms 7-Member Creditors Committee GMX RESOURCES: Final DIP Hearing on April 18 GMX RESOURCES: 341(a) Meeting of Creditors on May 6 GMX RESOURCES: Proposes Jefferies as Investment Banker HAWAII NUI BREWING: Mehana & Hawaii Nui Beer Maker Files Ch.11 HERITAGE CIRCLE: Court Won't Set Aside Default Judgment v. Taylors HIGH PLAINS: Pure Cycle Ends Property Mgt. Deal After Default HIGHLANDS BANKSHARES: Reports $2 Million Net Income in 2012 INFOGROUP INC: New Debt Amendment No Impact on Moody's 'B2' CFR J.C. PENNEY: Bleeding Cash, Seeks to Raise $1 Billion JHK INVESTMENT: Torreya Capital Approved as Investment Banker JOURNAL REGISTER: Plan Filing Period Extended Until July 2 JOURNAL REGISTER: Taps Cozen O'Connor as Real Estate Counsel JOURNAL REGISTER: Can Employ Seyfarth Shaw as Labor Counsel KMART FUNDING: Moody's Affirms C Rating on Class G Lease Bonds KO-KAUA OHANA: Gets Final Approval to Access Cash Collateral LAUREATE EDUCATION: S&P Retains 'B' CCR Following $310MM Add-On LDK SOLAR: To Release Fourth Quarter Results on April 18 LINGHAM RAWLINGS: May Recoup $155K From Briarcliff LCI HOLDING: Has Exclusive Right to File Plan Thru Aug. 31 LOGAN'S ROADHOUSE: S&P Revises Outlook to Neg. & Affirms 'B-' CCR LPB LLC: Sleep Inn & Suite's 1st Amended Plan Rejected MAXCOM TELECOMUNICACIONES: Increases Coupon Rate in Exchange Offer MCLEAN SCHOOL: S&P Lowers LT Rating on 2001 Bonds to 'BB+' MEDICAL CARD: S&P Removes 'CCC' Rating from CreditWatch MERIDIAN SUNRISE: Files Chapter 11 Plan & Disclosure Statement MERITAS SCHOOLS: S&P Lowers CCR to 'B-'; Outlook Stable MF GLOBAL: U.S. Trustee Balks at Advisers' $1.85MM Fees MF GLOBAL: Chapter 11 Trustee Opposes Coe's $35-Mil. Claim MILAGRO OIL: Incurs $33.4 Million Net Loss in 2012 MMODAL INC: S&P Lowers CCR to 'CCC+'; Outlook Developing MUD KING: Section 341(a) Meeting Scheduled for May 6 MUNDY RANCH: Hearing on VNB's Conversion Bid Set for May 7 to 9 MUNDY RANCH: Hearing on Sale & Realtor Employment on May 7 NES RENTALS: Extends Consent Date of Consent Solicitation NEW WESTERN: Salberg & Company Raises Going Concern Doubt NORTEL NETWORKS: Disabled Workers Seek Distribution of $28MM Deal OMNOVA SOLUTIONS: No Change on Moody's 'B1' Corp. Family Rating ORCHARD SUPPLY: DLA Piper, FTI Hired for Restructuring Talks ORCHARD SUPPLY: Ed Lampert et al. Unload Class A Shares OVERSEAS SHIPHOLDING: Jademar Files Schedules of Assets & Debts OVERSEAS SHIPHOLDING: Joyce Car Files Schedules of Assets & Debts OVERSEAS SHIPHOLDING: Juneau Tanker Files Assets, Debts Schedules OVERSEAS SHIPHOLDING: Kimolos Tanker Files Assets, Debts Schedules OZ GAS: Court Okays Joel M. Walker as Mediator OZ GAS: PCO-Mayfield Withdraws Motion for Trustee Appointment PARMALAT SPA: Grant Thornton Wins Dismissal of Case over Collapse PATRIOT COAL: Offers Mine Workers Union 35% Stake in Newco PATRIOT COAL: Survival Questionable at the Onset, CEO Says PINNACLE AIRLINES: Honeywell Opposes Assumption of Contract PINNACLE FOODS: Moody's Rates $1.73 Billion Senior Loan 'Ba3' POWERWAVE TECHNOLOGIES: Secures DIP Financing, Appoints New CEO PROTECTIVE LIFE: Fitch Affirms BB+ Ratings on 2 Sub. Debt Classes QUIGLEY CO: Ends Appeal of $8.7MM Asbestos Verdict RAHA LAKES: Plan Outline Hearing Continued Until April 30 RAPID-AMERICAN CORP: Committee Taps Caplin & Drysdale as Counsel RAPID-AMERICAN CORP: Has Nod to Hire SNR Denton as Special Counsel READER'S DIGEST: Seeks OK of Deal With DirectSourcing Germany READER'S DIGEST: Judge OKs $6M Sale of Nordic, French Units RESIDENTIAL CAPITAL: Judge Leaves $8MM in Bonuses Up In The Air RESIDENTIAL CAPITAL: Creditors Want to Sue Ally Financial REVEL AC: Mulls Adding Smoking Section at Resort RICEBRAN TECHNOLOGIES: Incurs $11.1-Mil. Net Loss in 2012 RODEO CREEK: Has Final Approval to Obtain $9MM of DIP Loans ROTECH HEALTHCARE: Meeting to Form Creditors' Panel on April 18 ROTHSTEIN ROSENFELDT: Plan Outline Rejected; Case May Be Converted RS TECHNOLOGIES: Alberta Court Extends CCAA Stay Until June 28 SAN BERNARDINO, CA: Will Not Resume Paying Bondholders SATCON TECHNOLOGY: Trustee Gets Nod to Jump-Start Operations SCIENTIFIC LEARNING: Ernst & Young Raises Going Concern Doubt SENSATA TECHNOLOGIES: S&P Raises Sr. Unsecured Notes Rating to BB SEVEN COUNTIES: Section 341(a) Meeting Scheduled on May 9 SK FOODS: Bankr. Court to Hear Fraudulent Transfer Claim v. SSC&L SOUTHERN BANCORP: Reports $172K Net Loss in 2012 SPINE PAIN: Incurs $430K Net Loss in 2012 SPIRE CORPORATION: McGladrey LLP Raises Going Concern Doubt SPRINT NEXTEL: Files Amended Papers Over Clearwire Transaction SPROUTS FARMERS: $75MM Loan Increase No Impact on Moody's B2 CFR STAMP FARMS: Sale Order Amended to Correct Clerical Errors SUPERCONDUCTOR TECHNOLOGIES: Amends Form 10-K for 2012 TAYLOR MORRISON: New $500-Mil. Senior Notes Get Moody's B2 Rating TELIPHONE CORP: Incurs $363K Net Loss in Fiscal 2013 Q1 TEMECULA MINING: Section 341(a) Meeting Set for May 15 TMM HOLDINGS: S&P Raises Corporate Credit Rating to 'BB-' TORM A/S: Provides Update on 2012 Operating Results at AGM TORM A/S: Unveils Results of April 11 Annual General Meeting TRAINOR GLASS: Miriam R. Stein Asks for OK to Withdraw as Counsel TRAINOR GLASS: Court Extends Cash Collateral Use Until July 12 TRAVELPORT LIMITED: Unveils Final Results of Exchange Offers TRIBUNE CO: Bond Trustees Don't Deserve $13M in Fees, US Says TRUE DRINKS: Squar Milnet Raises Going Concern Doubt TXU CORP: 2014 Loan Trades at 26% Off in Secondary Market UNIGENE LABORATORIES: Foreclosure Sale Scheduled Today VERIS GOLD: Obtains $10-Mil. Senior Unsecured Promissory Note VERISIGN INC: $150MM Notes Add-On No Impact on Moody's 'Ba2' CFR YOU ON DEMAND: UHY LLP Raises Going Concern Doubt ZOOM TELEPHONICS: Incurs $870K Net Loss in 2012 * April 12 Bankruptcy Auction Set for 1941 Navy N3N-3 Biplane * Moody's Notes Improving Performance of U.S. Credit Card Issuers * Moody's Reports on NPV's Role in Determining Loss Mitigation * Moody's Says NA Transaction Processors' Bonds Offer Average * Americans Spending Larger Share of Annual Income on Homes * CASM Blames U.S. Solar Bankruptcies on China's Trade Aggression * First Quarter Foreclosure Activity at Lowest Level Since 2007 * Visa, MasterCard Judge Orders Changes on Swipe-Fee Sites * JPMorgan Analysts Say Big Investment Banks Are "Uninvestable" * Attys Anxious for Clarity on Stern May Be in for Long Wait * Godwin Lewis Picks Up Glast Phillips Bankruptcy Pro * Honorary Consul Appointment of KSIA's President Extended * Sheppard Mullin Re-Elects Chairman Guy Halgren to Fifth Term * BOND PRICING: For Week From April 8 to 12, 2013 ********* 710 LONG RIDGE: Has Nod to Hire Alvarez & Marsal as Advisors ------------------------------------------------------------ The Hon. Donald H. Steckroth of the U.S. Bankruptcy Court for the District of New Jersey has granted 710 Long Ridge Road Operating Company II, LLC, and its affiliates permission to employ Alvarez & Marsal Healthcare Industry Group, LLC, as their financial advisors. A&M will, among others, assist the Debtors in the evaluation of and feedback on management's rolling 13-week cash flow forecast; assist in monthly operating reports; and assist in preparing statements of financial affairs and schedules of liabilities. The application was reported in the March 18, 2013 edition of the TCR. 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 to modify their collective bargaining agreements with the New England Health Care Employees Union, District 1199, SEIU. 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. Porzio, Bromberg & Newman, P.C., serves as counsel for the Official Committee of Unsecured Creditors. 710 LONG RIDGE: Taps Bancroft as Special Litigation Counsel ----------------------------------------------------------- 710 Long Ridge Road Operating Company II, LLC, et al., seek authorization from the Hon. Donald H. Steckroth of the U.S. Bankruptcy Court for the District of New Jersey to employ Bancroft PLLC as special litigation counsel, nunc pro tunc to the Petition Date. The Debtors and others are parties to, among other proceedings, litigation against the National Labor Relations Board, in which the New England Health Care Employees Union, District 1199, New England Health Care Employees Union, District 1199, SEIU is appearing as amicus curiae, in the U.S. District Court for the District of Connecticut. In that litigation, the District Court issued an injunction pursuant to section 10(j) of the National Labor Relations Act, 29 U.S.C. Section 160(j). The 10(j) Parties appealed the 10(j) Injunction to the U.S. Court of Appeals for the Second Circuit and engaged in other appellate practice related to the issuance of the 10(j) Injunction. The 10J Parties, which include the Debtors, are represented by K&L Gates LLP and Bancroft in the Second Circuit Appeal. The Debtors have requested that K&L and Bancroft continue representing them in the Second Circuit Appeal during the pendency of the Chapter 11 cases. The scope of Bancroft's services will include representing the Debtors in the Second Circuit Appeal, as well as any other related issues that might arise during the Chapter 11 cases and which the Debtors ask Bancroft to handle. In connection with the Second Circuit Appeal, Bancroft has not billed the Debtors and did not receive payment from the Debtors before the Filing Date. Accordingly, Bancroft does not hold a claim against the Debtors for services rendered before the Filing Date. In addition, during the pendency of the Chapter 11 cases, Bancroft will not be billing the Debtors for or seeking payment from the Debtors or their estates for services rendered and costs incurred in connection with the Second Circuit Appeal or any other matters Bancroft might be asked to handle. Payment to Bancroft for those services will be made from non-debtor sources. Paul D. Clement, Esq., a partner at Bancroft, attests to the Court that the Court that the firm is a "disinterested persons" as defined in the Bankruptcy Code. 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 to modify their collective bargaining agreements with the New England Health Care Employees Union, District 1199, SEIU. 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. Alvarez & Marsal Healthcare Industry Group, LLC, is the financial advisor. Porzio, Bromberg & Newman, P.C., serves as counsel for the Official Committee of Unsecured Creditors. 710 LONG RIDGE: Committee Has OK for Porzio Bromberg as Counsel --------------------------------------------------------------- The Official Committee of Unsecured Creditors of 710 Long Ridge Road Operating Company II, LLC, et al., sought and obtained permission from the Hon. Donald H. Steckroth of the U.S. Bankruptcy Court for the District of New Jersey to retain Porzio, Bromberg & Newman, P.C., as counsel, nunc pro tunc to March 6, 2013. Porzio Bromberg will, among other things, assist and advise the Committee in its analysis of, and negotiations with, the Debtors and any third parties, in the formulation of any plan of reorganization or liquidation, at these hourly rates: Warren J. Martin Jr., Principal $700 Robert M. Schechter, Counsel $445 Matthew B. Heimann, Associate $385 Rachel A. Segall, Associate $300 Mathew D. Laskowski, Senior Paralegal $205 Maria Dermatis, Senior Paralegal $205 Warren J. Martin Jr., a principal at Porzio Bromberg, attested to the Court that the Court that the firm is a "disinterested persons" as defined in the Bankruptcy Code. 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 to modify their collective bargaining agreements with the New England Health Care Employees Union, District 1199, SEIU. 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. Alvarez & Marsal Healthcare Industry Group, LLC, is the financial advisor. 710 LONG RIDGE: Has OK to Hire Littler Mendelson as Labor Counsel ----------------------------------------------------------------- 710 Long Ridge Road Operating Company II, LLC, et al., sought and obtained authorization from the Hon. Donald H. Steckroth of the U.S. Bankruptcy Court for the District of New Jersey to employ Littler Mendelson P.C. as special labor counsel, nunc pro tunc to the Filing Date. In July 2012, Jonathan B. Kreisberg, Regional Director of Region 34 of the National Labor Relations Board amended a complaint in a consolidated action already pending in proceedings before an Administrative Law Judge to include allegations that the Debtors imposed terms of proposals that the Debtors had presented to the New England Health Care Employees Union, District 1199, SEIU in the absence of a genuine, lawful impasse. As of the Filing Date, the Debtors were in the midst of trial in the ALJ Proceedings. There are three other pending ULP proceedings involving the Debtors that are in various stages of litigation. Two of these ULP Proceedings have been decided by Administrative Law Judges and are pending before the NLRB on Exceptions. The third pending ULP proceeding is to be scheduled for trial before an ALJ during the summer of 2013. Additionally, there are three other pending ULP Charges involving the Debtors. Two of these ULP Charges are currently being investigated by the NLRB, and the third ULP Charge was dismissed by Region 34 of the NLRB and that dismissal is currently on appeal by the Union to the NLRB. The Debtors are obligated to continue their negotiations for renewal collective bargaining agreements with the Union, both generally under the National Labor Relations Act, as well as pursuant to the injunction order issued by the Connecticut District Court. Debtor Danbury Health Care Center also is in the midst of negotiations with the Union for a first contract covering a newly certified bargaining unit. Littler Mendelson will continue representing the Debtors in the ALJ Proceedings, the ULP proceedings, the ULP Charges, and the negotiations. Littler Mendelson will also handle any other NLRB charges, complaints, or other labor issues that might arise during these Chapter 11 proceedings and which the Debtors ask Littler Mendelson to handle. Littler Mendelson will be paid at these hourly rates: Amber Isom-Thompson, Shareholder $365 Michael T. Grosso, Shareholder $395 Tanja L. Thompson, Shareholder $415 Steven W. Likens, Shareholder $415 George W. Loveland II, Shareholder $445 John D. Doran, Shareholder $450 Peter B. Ajalat, Shareholder $475 Jonathan E. Kaplan, Shareholder $475 Jay W. Kiesewetter, Shareholder $475 George E. O'Brien Jr., Shareholder $480 Patricia E. Reilly, Shareholder $480 John M. Skonberg, Shareholder $555 William J. Emanuel, Shareholder $595 Melissa B. Kurtzman, Shareholder $625 Steven J. Friedman, Shareholder $660 David M. Wirtz, Shareholder $660 Kevin L. Wright, Shareholder $665 Harlan Reed Ellis, Shareholder $730 Jeffrey C. Kauffman, Special Counsel $530 Nicole H. Bermel, Associate $210 Kimberly Brown-Gibbs, Associate $230 Matthew G. Gallagher, Associate $230 Brenda Nelson Canale, Associate $250 Vartan S. Madoyan, Associate $295 Stephen P. Rosenberg, Associate $325 Jason Stanevich, Associate $335 David K. Broderick, Associate $340 James M. Monica, Associate $355 Susan L. Troutman, Paralegal $160 Cynthia R. Begley, Paralegal $175 Vickie L. Jones, Paralegal $190 Melissa J. Gorman, Paralegal $190 Mary L. Phaneuf, Paralegal $200 Serena Chan, Paralegal $285 On Feb. 22, 2013, Littler Mendelson received a retainer in the amount of $500,000 from Care Realty, L.L.C., for services to be rendered and charges to be incurred for and on behalf of the Debtors after the Filing Date. The Debtors have retained the law firm of Cole, Schotz, Meisel, Forman & Leonard, P.A., to act as general bankruptcy counsel and other litigation counsel to represent them in certain other matters. Littler will coordinate its efforts and duties in the Chapter 11 cases with the Debtors and the other labor counsel so as to minimize duplication of effort. Reed Ellis, a shareholder in Littler Mendelson, attested to the Court that the Court that the firm is a "disinterested persons" as defined in the Bankruptcy Code. 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 to modify their collective bargaining agreements with the New England Health Care Employees Union, District 1199, SEIU. 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. Alvarez & Marsal Healthcare Industry Group, LLC, is the financial advisor. Porzio, Bromberg & Newman, P.C., serves as counsel for the Official Committee of Unsecured Creditors. 845 N SAN VICENTE: Case Reassigned to Judge Neiter -------------------------------------------------- According to a notice dated April 9, 2013, the Chapter 11 case of 845 N San Vicente Blvd LLC has been reassigned to Bankruptcy Judge Richard M. Neiter for all further proceedings. Judge Peter Carroll was originally assigned to the case. Three alleged creditors of 845 N. San Vicente Blvd, LLC, filed an involuntary Chapter 11 petition (Bankr. C.D. Cal. Case No. 13- 18771) for 845 N. San Vicente on April 3, 2013. The petitioners are Tom Loisch, with a claim of $42,000; John B. Dunning, owed $42,000; and Christopher Williams, owed $35,000. A123 SYSTEMS: Michigan Drops Opposition to Co. Keeping Tax Credits ------------------------------------------------------------------ Patrick Fitzgerald, writing for Dow Jones Newswires' Daily Bankruptcy Review, reported that the state of Michigan has backed off its bid to block the remnants of battery maker A123 Systems Inc. left behind in bankruptcy from preserving and selling millions of dollars in tax-credits. About A123 Systems Based in Waltham, Massachusetts, A123 Systems Inc. designed, developed, manufactured and sold advanced rechargeable lithium-ion batteries and battery systems and provided research and development services to government agencies and commercial customers. A123 was the recipient of a $249 million federal grant from the Obama administration. A123 and U.S. affiliates, A123 Securities Corporation and Grid Storage Holdings LLC, sought Chapter 11 bankruptcy protection (Bankr. D. Del. Case Nos. 12-12859 to 12-12861) on Oct. 16, 2012. A123 disclosed assets of $459.8 million and liabilities totaling $376 million. Lawyers at Richards, Layton & Finger, P.A., and Latham & Watkins LLP serve as the Debtors' counsel. Lazard Freres & Co. LLC acts as the Debtors' financial advisors, while Alvarez & Marsal serves as restructuring advisors. Logan & Company Inc. serves as the Debtors' claims and noticing agent. Brown Rudnick LLP and Saul Ewing LLP serve as counsel to the Official Committee of Unsecured Creditors. Prior to the bankruptcy filing, A123 had an agreement to sell an 80% stake in the business to Chinese auto-parts maker Wanxiang Group Corp. U.S. lawmakers opposed the deal over concerns on the transfer of American taxpayer dollars and technology to China. When it filed for bankruptcy, the Debtors presented a deal to sell all assets to Johnson Controls Inc., subject to higher and better offers. At the auction in December 2012, most of the assets ended up being sold for $256.6 million to Wanxiang. Wanxiang America Corporation and Wanxiang Clean Energy USA Corp. are represented in the case by lawyers at Young Conaway Stargatt & Taylor, LLP, and Sidley Austin LLP. JCI is represented in the case by Josh Feltman, Esq., at Wachtell Lipton Rosen & Katz LLP. A123 has filed a liquidating Chapter 11 plan designed to give holders of $143.75 million in subordinated notes a recovery of about 65%. General unsecured creditors with $124 million in claims are to have the same recovery. The plan provides for holders of $35.7 million in senior note claims to be paid in full. ADVANCED MEDICAL: Incurs $8.6-Mil. Net Loss in 2012 --------------------------------------------------- Advanced Medical Isotope Corporation filed on March 29, 2013, its annual report on Form 10-K for the year ended Dec. 31, 2012. HJ & Associates, LLC, in Salt Lake City, Utah, expressed substantial doubt about Advanced Medical's ability to continue as a going concern. The independent auditors noted that the Company has suffered recurring losses, used significant cash in support of its operating activities and, based upon current operating levels, requires additional capital or significant restructuring to sustain its operation for the foreseeable future. The Company reported a net loss of $8.6 million on $247,968 of revenues in 2012, compared with a net loss of $2.7 million on $393,603 of revenues in 2011. The Company's balance sheet at Dec. 31, 2012, showed $1.2 million in total assets, $11.0 million in total liabilities, and shareholders' equity of $9.8 million. A copy of the Form 10-K is available at http://is.gd/Xt1cq2 Kennewick, Washington-based Advanced Medical Isotope Corporation is engaged in the production and distribution of medical isotopes and medical isotope technologies that are changing the practice of medicine and ushering in a new era of improved patient care. Isotopes are a form of chemical element with the same atomic number as another element but with a different atomic mass. Medical isotopes are used in molecular imaging, therapy, and nuclear medicine to diagnose, manage and treat diseases. ALCOA INC: Fitch Affirms 'BB' Preferred Stock Rating ---------------------------------------------------- Fitch Ratings has affirmed the ratings for Alcoa Inc. (NYSE: AA, Alcoa) including its Issuer Default Rating and senior unsecured debt at 'BBB-'. The Rating Outlook is revised to Negative from Stable. RATING DRIVERS: The ratings reflect Alcoa's leading position in the industry, its strength in low-cost alumina production, and the operating flexibility afforded by the scope of its operations. Alcoa ranked as the third largest primary aluminum producer in 2012. Its aluminum production is about average cost and its alumina production is in the low second quartile. Engineered Products and Solutions (EPS) and Global Rolled Products (GRP) benefit from the scale of research and development, past restructuring efforts and growing end-market demand. Alcoa benefits from being vertically integrated and geographically diversified. Alcoa's operating flexibility coupled with strong liquidity should offset the possibility of near-term weakness in the aluminum market as new low cost capacity is added and high cost capacity is slowly curtailed. Fitch believes production surpluses will shrink but persist through 2014 and that prices should improve from current lows. Fitch notes that for the latest 12 months ended (LTM) March 31, 2013, EPS accounted for over half of EBITDA and EPS taken with GRP accounted for 71% of 2012 segment after-tax operating income. On the margin and all else equal, Alcoa reports that a $100/tonne increase or decrease in the price of primary aluminum as reported on the London Metal Exchange would increase or decrease annual net income by $240 million. Fitch believes that earnings and cash flow generation should continue to improve with economic recovery but will be constrained in 2013 by low metals prices and weakness in Europe. Fitch expects 2013 EBITDA to be at least $2.7 billion, which would result in financial leverage remaining slightly above 3 times (x) in 2013. Results in 2013 should be enhanced by improvements and curtailments undertaken in 2012 as well as strength in businesses related to aerospace and automotives. Fitch expects Alcoa to generate cash flow in 2013 after capital expenditures of $1.6 billion but before dividends and the $350 investment in the Ma'aden joint venture. Fitch expects free cash generation to be challenged in 2013 given low aluminum prices related to persistent oversupply in the market. Should demand weaken and realized prices fall thereby pressuring earnings and cash flow, Fitch expects Alcoa to curtail high cost production further, cut capital spending and/or sell assets. Alcoa generated operating EBITDA of $2 billion in 2012 and free cash flow of $103 million after capital expenditures of $1.3 billion, $561 million of cash contributions to pension funds and shareholder dividends of $131 million before the Ma'aden investments of $251 million. Net Debt declined $469 million following the repayment of $322 million in notes maturing during the year, and pre-tax proceeds from the sale of Tapoco power asset of $597 million. At March 31, 2013, the $3.75 billion revolver maturing July 25, 2016 was fully available (commercial paper outstanding was $104 million) and cash on hand was $1.6 billion. The revolver has a covenant that limits Consolidated Indebtedness to 150% of Consolidated Net Worth. Fitch notes that the first quarter generally shows high seasonal working capital; a key focus is working capital management and turns have reduced year-over-year for the period under review. Fitch expects debt to be reduced in 2013 by seasonal working capital borrowings as well as the $422 million notes due in July. As of March 31, 2013, near-term scheduled debt maturities are estimated to be: $614 million in 2013, $661 million in 2014, $34 million in 2015, $33 million in 2016 and $780 million in 2017. Of the aggregate maturity in 2014, $575 million represents the convertible notes due March 15, 2014; the initial conversion rate was equivalent to a conversion price of approximately $6.43/share which compares with the share price at April 8, 2013 of $8.39. Alcoa contributed $83 million to its pension plans in the first quarter of 2013 in consideration of the estimated minimum required contributions to pension plans in 2013 of $460 million. At Dec. 31, 2012, aggregate pension plans were underfunded by $3.7 billion, of which the U.S. pension plans were underfunded by $3 billion on a U.S. GAAP basis. The Negative Outlook reflects the possibility that, given weakness in the aluminum market, EBITDA will fall short of expectations and high financial leverage will persist. RATING SENSITIVITIES: Negative: Future developments that may, individually or collectively, lead to negative rating action include: -- Operating EBITDA below $2.7 billion in 2013; -- Constrained liquidity; -- Absence of debt repayment including short-term debt and maturities for 2013 and 2014; -- Total Debt/Operating EBITDA above 2.5x by the end of 2014. Positive: Not anticipated over the next 12 months given over supply in the aluminum market, but future developments that may lead to a positive rating action include: -- EBITDA anticipated to be sustainably over $4 billion, total debt below $8 billion, and free cash flow positive on average. Fitch has affirmed the following ratings: -- IDR at 'BBB-'; -- Senior unsecured debt at 'BBB-'; -- $3.25 billion revolving credit facility at 'BBB-'; -- Preferred stock at 'BB'. -- Short-term IDR at 'F3'; -- Commercial paper at 'F3'. The Rating Outlook is revised to Negative from Stable. ALLIED DEFENSE: Had $43.2MM Net Assets in Liquidation at Dec. 31 ---------------------------------------------------------------- The Allied Defense Group, Inc., filed with the U.S. Securities and Exchange Commission its annual report on Form 10-K disclosing $45.02 million in total assets, $1.77 million in total liabilities and $43.25 million in net assets in liquidation as of Dec. 31, 2012. On June 24, 2010, the Company signed a definitive purchase and sale agreement with Chemring Group PLC pursuant to which Chemring agreed to acquire substantially all of the assets of the Company for $59.56 million in cash and the assumption of certain liabilities. On Sept. 1, 2010, the Company completed the asset sale to Chemring contemplated by the Agreement. Chemring acquired all of the capital stock of Mecar for $45.81 million in cash, and separately Chemring acquired substantially all of the assets of Mecar USA for $13.75 million in cash and the assumption by Chemring of certain specified liabilities of Mecar USA. A portion of the purchase price was paid through the repayment of certain intercompany indebtedness owed to the Company that would otherwise have been cancelled at closing; and $15 million of the proceeds of the sale was deposited into escrow to secure the Company's indemnification obligations under the Agreement. In conjunction with the Agreement, the Board of Directors of the Company unanimously approved the dissolution of the Company pursuant to a Plan of Complete Liquidation and Dissolution. The Company's stockholders approved the Plan of Dissolution on September 30, 2010. In response to concerns of certain of the Company's stockholders, the Company agreed to delay the filing of a certificate of dissolution with the Delaware Secretary of State. The Company filed a certificate of dissolution with the Delaware Secretary of State on Aug. 31, 2011. In connection with this filing, the Company's stock transfer agent has ceased recording transfers of the Company's stock and its stock is no longer publicly traded. The Company received a subpoena from the DOJ on January 19, 2010 requesting that the Company produce documents relating to its dealings with foreign governments. This subpoena was issued at the same time as the DOJ announced that it had indicted several individuals in connection with a Foreign Corrupt Practices Act sting operation, including an employee of MECAR USA. This individual's employment was promptly terminated. The DOJ initially limited its request of documents to those relating to the former employee of Mecar USA. The DOJ subsequently advised the Company that it is conducting an industry-wide review, and therefore the DOJ's investigation of the Company will be expanded and ongoing. The Company also received inquiries from the Securities and Exchange Commission as to this matter. In early 2012, the DOJ dismissed charges against all individuals indicted in the FCPA sting operation, including the former employee of MECAR USA. Since this time, the Company's outside counsel has had several discussions with the DOJ and SEC regarding the agencies' respective inquiries. The SEC has advised that it will not pursue an enforcement action against the Company. The discussions with the DOJ are continuing and based upon these discussions it appears likely that resolution of the DOJ inquiry will involve a payment by the Company in connection with at least one transaction involving the former employee of Mecar USA. At this point, the amount of this payment is undeterminable. No distributions to stockholders are expected prior to resolution of the DOJ inquiry and completion of the Delaware dissolution process which includes notice to creditors and publication of the dissolution, followed by a petition to the Delaware courts. The Company has commenced the creditor notice process and believes it will be in a position to make an initial distribution to stockholders by the end of 2013, contingent upon timely finalizing a settlement with the DOJ. "We cannot predict the settlement amounts, fines or penalties, if any, that we might incur as a result of the DOJ inquiry. As a result, it is unlikely that any distributions to our stockholders will be made until the matters relating to the DOJ inquiry have been resolved. Furthermore, under the Agreement, the Company has agreed to indemnify Chemring and certain of its related parties from any losses, fines or penalties arising out of, among other things, the completed contracts of Mecar and Mecar USA. We have escrowed $15 million of the cash consideration paid to the Company in the sale to secure our indemnification obligations under the Agreement. These escrowed funds will not be available to the Company for distribution to our stockholders, or otherwise, until released to the Company pursuant to the terms of the Agreement," the Company said. The Company is being managed by its two directors who are also acting as the Company's Chief Executive Officer and Chief Financial Officer. The Company no longer has any full-time employees. Allied no longer conducts any active business operations and is winding-up its affairs. A copy of the Form 10-K is available for free at: http://is.gd/Ywf5Ax About The Allied Defense Group The Allied Defense Group, Inc., based in Baltimore, Maryland, previously conducted a multinational defense business focused on the manufacture and sale of ammunition and ammunition related products for use by the U.S. and foreign governments. Allied's business was conducted by two wholly owned subsidiaries: MECAR sprl, formerly MECAR S.A., and ADG Sub USA, Inc., formerly MECAR USA, Inc. ALLIED SYSTEMS: Wants to Hire Grant Thornton to as Auditor ---------------------------------------------------------- Allied Systems Holdings, Inc., et al., ask for authorization from the Hon. Christopher S. Sontchi of the U.S. Bankruptcy Court for the District of Delaware to employ and retain Grant Thornton LLP as auditor nunc pro tunc to Feb. 4, 2013. Grant Thornton will audit the Debtors' consolidated balance sheet and the related consolidated statements of earnings, stockholder's equity (deficit) and cash flows for the years ended Dec. 31, 2011, and Dec. 31, 2012. The audits are required in connection with the Debtors' current postpetition DIP financing facility, the annual recertification of the Debtors' self-insured status for workers compensation in the states of Ohio, Georgia, and Missouri and may be necessary in connection with any potential sale of the Debtors' assets and any future DIP financing facilities in their Chapter 11 cases. Grant Thornton will be paid at these hourly rates: Partners $555 Senior Managers $445 Managers $340 Seniors $260 Associates $210 As set forth in the engagement letters, Grant Thornton estimates that the cost to complete the 2011 audit will be between $150,000 to $200,000, and the cost to complete the 2012 audit is estimated to be between $390,000 to $410,000. Jason P. Rogers, a partner at Grant Thornton, attests to the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors or their estates. A hearing on the employment of Grant Thornton will be held on May 9, 2013, at 2:00 p.m. (Eastern Daylight Time). About Allied Systems BDCM Opportunity Fund II, LP, Spectrum Investment Partners LP, and Black Diamond CLO 2005-1 Adviser L.L.C., filed involuntary petitions for Allied Systems Holdings Inc. and Allied Systems Ltd. (Bankr. D. Del. Case Nos. 12-11564 and 12-11565) on May 17, 2012. The signatories of the involuntary petitions assert claims of at least $52.8 million for loan defaults by the two companies. Allied Systems, through its subsidiaries, provides logistics, distribution, and transportation services for the automotive industry in North America. Allied Holdings Inc. previously filed for chapter 11 protection (Bankr. N.D. Ga. Case Nos. 05-12515 through 05-12537) on July 31, 2005. Jeffrey W. Kelley, Esq., at Troutman Sanders, LLP, represented the Debtors in the 2005 case. Allied won confirmation of a reorganization plan and emerged from bankruptcy in May 2007 with $265 million in first-lien debt and $50 million in second- lien debt. The petitioning creditors said Allied has defaulted on payments of $57.4 million on the first lien debt and $9.6 million on the second. They hold $47.9 million, or about 20% of the first-lien debt, and about $5 million, or 17%, of the second-lien obligation. They are represented by Adam G. Landis, Esq., and Kerri K. Mumford, Esq., at Landis Rath & Cobb LLP; and Adam C. Harris, Esq., and Robert J. Ward, Esq., at Schulte Roth & Zabel LLP. Allied Systems Holdings Inc. formally put itself and 18 subsidiaries into bankruptcy reorganization June 10, 2012, following the filing of the involuntary Chapter 11 petition. The Company is being advised by the law firms of Troutman Sanders, Gowling Lafleur Henderson, and Richards Layton & Finger. The bankruptcy court process does not include captive insurance company Haul Insurance Limited or any of the Company's Mexican or Bermudan subsidiaries. The Company also announced that it intends to seek foreign recognition of its Chapter 11 cases in Canada. An official committee of unsecured creditors has been appointed in the case. The Committee consists of Pension Benefit Guaranty Corporation, Central States Pension Fund, Teamsters National Automobile Transporters Industry Negotiating Committee, and General Motors LLC. The Committee is represented by Sidley Austin LLP. ALLIED SYSTEMS: Wants to Expand PwC's Scope of Employment --------------------------------------------------------- Allied Systems Holdings, Inc., et al., seek permission from the Hon. Christopher S. Sontchi of the U.S. Bankruptcy Court for the District of Delaware to expand the scope of retention and employment of PricewaterhouseCoopers LLP, nunc pro tunc to Feb. 21, 2013, to provide (i) tax compliance services, and (ii) tax provision services. As reported by the Troubled Company Reporter on Jan. 14, 2013, the Court granted the Debtors' supplemental motion to employ PwC for additional work. In a Sept. 25, 2012 order, the Court authorized the Debtors to employ PwC to provide tax compliance services relating to the tax year beginning Jan. 1, 2011 until Dec. 31, 2011. In a court filing dated April 5, 2013, the Debtor said that PwC will provide these tax compliance services: a. preparation of U.S. Corporation Income Tax Return, Form 1120, for the tax year beginning Jan. 1, 2012, through Dec. 31, 2012; b. preparation of required state corporate income tax returns for the tax year beginning Jan. 1, 2012, through Dec. 31, 2012, estimates and extensions as requested by Allied Holdings and listed in Exhibit I to the Engagement Letter; and c. completion of Schedule UTP, if applicable. The Debtors have asked PwC for assistance with the preparation of consolidated financial statement tax accrual for the year ended Dec. 31, 2012. PwC will seek compensation for the Tax Compliance Services and the Tax Provision Services on a fixed fee basis. The fixed fees will be $200,000 and $110,000, respectively, plus any reasonable out-of-pocket expenses, any applicable sales, use or value added tax, and PwC's internal per ticket charges for booking travel. The fixed fee for the Tax Compliance Services will be billed according to this schedule: a. Upon signing the Tax Compliance Letter: $40,000 b. April 2013: $40,000 c. June 2013: $40,000 d. August 2013: $40,000 e. Upon completion of the Tax Compliance Services: $40,000 Additional Tax Compliance Services and additional Tax Provision Services will be billed according to these hourly rates: Partner $730 Director $450 Manager $360 Senior $260 Associate $185 To the best of the Debtors' knowledge, PwC 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. A hearing on the employment of PwC will be held on May 7, 2013, at 10:00 a.m. (Eastern Daylight Time). About Allied Systems BDCM Opportunity Fund II, LP, Spectrum Investment Partners LP, and Black Diamond CLO 2005-1 Adviser L.L.C., filed involuntary petitions for Allied Systems Holdings Inc. and Allied Systems Ltd. (Bankr. D. Del. Case Nos. 12-11564 and 12-11565) on May 17, 2012. The signatories of the involuntary petitions assert claims of at least $52.8 million for loan defaults by the two companies. Allied Systems, through its subsidiaries, provides logistics, distribution, and transportation services for the automotive industry in North America. Allied Holdings Inc. previously filed for chapter 11 protection (Bankr. N.D. Ga. Case Nos. 05-12515 through 05-12537) on July 31, 2005. Jeffrey W. Kelley, Esq., at Troutman Sanders, LLP, represented the Debtors in the 2005 case. Allied won confirmation of a reorganization plan and emerged from bankruptcy in May 2007 with $265 million in first-lien debt and $50 million in second- lien debt. The petitioning creditors said Allied has defaulted on payments of $57.4 million on the first lien debt and $9.6 million on the second. They hold $47.9 million, or about 20% of the first-lien debt, and about $5 million, or 17%, of the second-lien obligation. They are represented by Adam G. Landis, Esq., and Kerri K. Mumford, Esq., at Landis Rath & Cobb LLP; and Adam C. Harris, Esq., and Robert J. Ward, Esq., at Schulte Roth & Zabel LLP. Allied Systems Holdings Inc. formally put itself and 18 subsidiaries into bankruptcy reorganization June 10, 2012, following the filing of the involuntary Chapter 11 petition. The Company is being advised by the law firms of Troutman Sanders, Gowling Lafleur Henderson, and Richards Layton & Finger. The bankruptcy court process does not include captive insurance company Haul Insurance Limited or any of the Company's Mexican or Bermudan subsidiaries. The Company also announced that it intends to seek foreign recognition of its Chapter 11 cases in Canada. An official committee of unsecured creditors has been appointed in the case. The Committee consists of Pension Benefit Guaranty Corporation, Central States Pension Fund, Teamsters National Automobile Transporters Industry Negotiating Committee, and General Motors LLC. The Committee is represented by Sidley Austin LLP. AMC ENTERTAINMENT: Moody's Rates Proposed $925MM Debt 'Ba2' ----------------------------------------------------------- Moody's Investors Service assigned a Ba2 rating to the proposed senior secured credit facility of AMC Entertainment, Inc. and affirmed its B2 corporate family rating. The proposed transaction consists of a $125 to $150 million first lien revolver and a $775 million first lien term loan. Moody's expects the company to use proceeds primarily to repay existing first lien bank debt. The transaction would favorably extend maturities and could result in a modest reduction in interest expense. Moody's also affirmed the SGL-1 speculative grade liquidity rating and continues to consider AMC Entertainment's liquidity very good. The proposed transaction would not meaningfully alter the mix of debt capital, and Moody's affirmed all other ratings. AMC Entertainment Inc. Senior Secured Bank Credit Facility, Assigned Ba2, LGD2, 15% Corporate Family Rating, Affirmed B2 Probability of Default Rating, Affirmed B2-PD Speculative Grade Liquidity Rating, Affirmed SGL-1 8.75% Senior Unsecured Bonds, Affirmed B2, LGD adjusted to LGD4, 54% from LGD4, 55% 9.75% Senior Subordinated Bonds, Affirmed Caa1, LGD5, 87% Outlook, Stable Ratings Rationale: AMC Entertainment's B2 corporate family rating continues to incorporate its aggressive capital structure, with leverage of about 6.6 times debt-to-EBITDA and minimal free cash flow. This credit profile poses challenge for operating in an inherently volatile industry reliant on movie studios for product to drive the attendance that leads to cash flow from admissions and concessions. However, very good liquidity enables the company to better manage the attendance related volatility. Also, Wanda's commitment to invest cash in the company could boost growth and mitigates some of the risk related to AMC Entertainment's plans to invest in enhanced seating and dine-in theaters. Scale and geographic diversification, enhanced with the Wanda ownership, also support the rating. Moody's consider theatrical exhibition a mature industry with low- to-negative growth potential, high fixed costs and increasing competition from alternative media, and expects attendance growth will continue to lag behind population growth over the long term, with year to year volatility driven by the popularity of the films. However, the industry remains viable and stable throughout economic cycles. The stable outlook incorporates expectations for positive free cash flow, net of any cash equity from Wanda used for capital expenditures rather than debt repayment, and leverage sustained in the low 7 times range or better. The outlook also assumes maintenance of a good liquidity profile and EBITDA margins in the low 30% range. Expectations for sustained negative free cash flow, erosion of the liquidity profile, or expectations for leverage sustained in the mid 7 times debt-to-EBITDA range could results in a downgrade. While unexpected over the next several years, incremental debt or distribution of cash to Wanda would also likely have negative ratings implications. Moody's would consider a positive rating action with expectations for sustained leverage below 6 times debt-to-EBITDA, along with maintenance of good liquidity and continued positive free cash flow. An upgrade would also require evidence that the company's strategy of expanding food and beverage options and seating upgrades is contributing positively to free cash flow. AMC's ratings were assigned by evaluating factors that Moody's considers relevant to the credit profile of the issuer, such as the company's (i) business risk and competitive position compared with others within the industry; (ii) capital structure and financial risk; (iii) projected performance over the near to intermediate term; and (iv) management's track record and tolerance for risk. Moody's compared these attributes against other issuers both within and outside AMC's core industry and believes AMC's ratings are comparable to those of other issuers with similar credit risk. 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 Kansas City, Missouri, AMC Entertainment Inc. operates 344 theaters with 4988 screens, primarily in major metropolitan markets in the United States. Its revenue for the calendar year ended December 31, 2012, was approximately $2.65 billion. Dalian Wanda Group Co. Ltd. (Wanda, unrated), a Chinese private conglomerate and China's largest investor in cultural and entertainment activities, owns AMC Entertainment. AMERICAN AIRLINES: Gets Revised Stock & Claims Order for Trading ---------------------------------------------------------------- AMR Corporation, the parent company of American Airlines, Inc., on April 12 disclosed that the United States Bankruptcy Court for the Southern District of New York entered an order revising an earlier order entered on Jan. 27, 2012, that imposed certain restrictions and procedures with respect to the trading and accumulation of AMR Common Stock and unsecured claims against AMR and certain of its subsidiaries, including American Airlines, Inc. and AMR Eagle Holding Corporation. The order was intended to prevent, or otherwise institute procedures and notification requirements with respect to, certain transfers of AMR Common Stock and unsecured claims against the Debtors that could impair the ability of the Debtors to use their net operating loss carryovers and certain other tax attributes on a reorganized basis. However, the Original Procedures did not envision the proposed merger between AMR and US Airways Group, Inc. and, if implemented to take into account the proposed merger or an equivalent transaction, might have unduly restricted the amount of claims that may be accumulated and retained by certain holders. Accordingly, on Feb. 22, 2013, the Debtors filed a motion with the Bankruptcy Court to revise the Original. On April 11, 2013, the Bankruptcy Court entered an order approving the Revised Procedures. With respect to holders of unsecured claims against the Debtors, the Revised Procedures establish a process in which holders of unsecured claims in excess of a threshold amount may be required to file one or more Notices of Substantial Claim Ownership, and, under certain circumstances, may be required to sell all or a portion of any unsecured claims acquired during the Debtors' chapter 11 cases. The Revised Procedures potentially apply to any person that beneficially owns either (1) more than $190 million of claims against the Debtors or (2) a lower amount of claims which, when added to certain specified interests, including stock, in AMR or US Airways, would result in such holder holding the "Applicable Percentage," generally 4.5 percent, of the reorganized Debtors. In connection with the filing of a Notice of Substantial Claim Ownership, a holder must indicate if it will agree to refrain from acquiring additional AMR and US Airways common stock and such other specified interests until after the effective date of the Debtors' chapter 11 plan, and to dispose of any such interests acquired since Feb. 22, 2013. This can affect the manner in which the Revised Procedures apply to certain holders. The Revised Procedures did not alter the procedures applicable with respect to "Substantial Equityholders," namely persons who are, or as a result of a transaction would become, the beneficial owner of approximately 4.5 percent of the outstanding shares of AMR Common Stock. Any acquisition, disposition, or other transfer of equity or claims in violation of the restrictions set forth in the Revised Order shall be null and void ab initio and/or subject to sanctions as an act in violation of the automatic stay under sections 105(a) and 362 of the United States Bankruptcy Code. A copy of the notice of the Revised Order, which includes the applicable notification requirements and restrictions, is available on the Web site of the Debtors' claims agent: http://www.amrcaseinfo.com/restrictions.php 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 APPAREL: Offering $206-Mil. Senior Notes at 97% of Par --------------------------------------------------------------- American Apparel, Inc., announced the pricing of $206,000,000 aggregate principal amount of its 13.0% Senior Secured Notes due 2020. The Notes will be issued at 97% of par. The Company intends to use the net proceeds from the offering of the Notes, together with borrowings under a new asset-backed revolving credit facility, to repay in full and terminate the Company's credit facilities with Lion Capital, LLC, and Crystal Financial LLC and, to the extent any proceeds are remaining, for general corporate purposes. The Company expected the offering to close by April 4, 2013, subject to customary closing conditions, including the concurrent closing of the new asset-backed revolving credit facility. The Notes will be the senior secured obligations of the Company and will be guaranteed, on a senior secured basis, by the Company's domestic restricted subsidiaries, subject to some exceptions. The Notes and related guarantees are being offered only to "qualified institutional buyers" in the United States in accordance with Rule 144A under the Securities Act of 1933, as amended, and to non-U.S. persons pursuant to Regulation S under the Securities Act. The Notes and related guarantees have not been registered under the Securities Act or any state securities laws and, unless so registered, may not be offered or sold in the United States except pursuant to an applicable exemption from the registration requirements of the Securities Act and applicable state securities laws. Meanwhile, in connection with the proposed financing transactions previously disclosed, the Company provided to potential financing sources information, a copy of which is available at: http://is.gd/QbAnJx About American Apparel Los Angeles, Calif.-based American Apparel, Inc. (NYSE Amex: APP) -- http://www.americanapparel.com/-- is a vertically integrated manufacturer, distributor, and retailer of branded fashion basic apparel. As of September 2010, American Apparel employed over 10,000 people and operated 278 retail stores in 20 countries, including the United States, Canada, Mexico, Brazil, United Kingdom, Ireland, Austria, Belgium, France, Germany, Italy, the Netherlands, Spain, Sweden, Switzerland, Israel, Australia, Japan, South Korea and China. Amid liquidity problems and declining sales, American Apparel in early 2011 reportedly tapped law firm Skadden, Arps, Slate, Meagher & Flom and investment bank Rothschild Inc. for advice on a restructuring. In April 2011, American Apparel said it raised $14.9 million in rescue financing from a group of investors led by Canadian financier Michael Serruya and private equity firm Delavaco Capital Corp., allowing the casual clothing retailer to meet obligations to its lenders for the time being. Under the deal, the investors were buying 15.8 million shares of common stock at 90 cents apiece. The deal allows the investors to purchase additional 27.4 million shares at the same price. The Company incurred a net loss of $37.27 million in 2012, as compared with a net loss of $39.31 million in 2011. The Company's balance sheet at Dec. 31, 2012, showed $328.21 million in total assets, $306.12 million in total liabilities and $22.08 million in total stockholders' equity. * * * As reported by the TCR on March 22, 2013, Standard & Poor's Ratings Services assigned a 'B-' corporate credit rating to Los Angeles-based American Apparel Inc. "We expect credit protection measures to improve modestly but remain weak for the next one to two years," said Standard & Poor's credit analyst Linda Phelps. American Apparel carries a Caa1 Corporate Family Rating from Moody's Investors Service. AMERICAN BONANZA: Restructures Outstanding Indebtedness ------------------------------------------------------- American Bonanza Gold Corp. on April 11 disclosed that it has restructured approximately US$7.6 million in outstanding indebtedness and received commitments for an additional US$1.0 million in new indebtedness. The Company has issued Amended and Restated Secured Promissory Notes for an aggregate of $8.6 million. The Amended Notes replace both the Company's existing US$6.0 million Gold Loan (see news release September 14, 2012), and additional promissory notes issued for US$1.6 million in additional advances made by the same lenders in November 2012. Those additional notes were not repayable through the delivery of gold, and bore interest at 24% per annum. In addition, the lenders have also advanced to the Company an additional $1.0 million, all of which is reflected through the issue of the Amended Notes. The Amended Notes bear interest at 12% per annum, payable monthly, in arrears commencing May 1, 2013. The principal of the Amended Notes will be repaid in 12 equal installments commencing September 1, 2013 through the delivery of gold ounces at a price of US$1,100 per ounce (instead of $1,200 per ounce prior to the restructuring), or an equivalent amount of cash at the option of the holders of the Amended Notes. The Amended Notes are secured by a charge on the assets of the Company. In connection with the restructuring, the Company has agreed to issue to the lenders an aggregate of 2,600,000 warrants, each warrant exercisable to acquire one common share of the Company at $0.20 per share for a period of two years from closing. The issue of the warrants is subject to the approval of the TSX. The Company has also reached agreement with the holders of US$660,000 in additional outstanding indebtedness to extend the date for the repayment thereof from March 4 and 8, 2013 to July 8, 2013. In addition, the Company has reached an agreement with an arms length lender for a $1 million short term unsecured loan. The loan bears interest at 20% per annum before default, and 40% after default. The loan must be repaid by April 30, 2013. In connection with the loan, the Company has agreed to issue an aggregate of 1,000,000 warrants, each warrant exercisable to acquire one common share of the Company at $0.12 per share until April 9, 2013. The issue of the warrants is subject to the approval of the TSX. All securities issued by the Company described in this news release will be subject to a hold period of four months from the date of issue. American Bonanza Gold Corp. is a Canadian company focused on building a portfolio of high quality producing gold mines across North America. AMR CORP: CEO Horton Won't Get $20 Million Severance Payout ----------------------------------------------------------- Thomas Horton, who is slated to step down as CEO of AMR Corp. when American Airlines merges with US Airways Group Inc. later this year, is not eligible for a $20 million severance payout, Bankruptcy Judge Sean Lane ruled on April 11. U.S. Trustee Tracy Hope Davis, the government's bankruptcy watchdog, argues that the proposed employee arrangements do not meet the requirements of Section 503(c) of the Bankruptcy Code, which places restrictions upon compensation paid to insiders during a bankruptcy case. The Debtors contend that Section 503(c) does not apply because the employee arrangements are conditioned on the closing of the merger and will be paid by the new enterprise created by the merger, not the Debtors. In support of their position, the Debtors rely on two cases from the S.D.N.Y. court: In re Journal Register Co., 407 B.R. 520 (Bankr. S.D.N.Y. 2009) and In re Dana Corp., 358 B.R. 567 (Bankr. S.D.N.Y. 2006). Judge Lane, however, held that Section 503(c) prohibits the authorization of the $20 million severance payment to Mr. Horton. According to Judge Lane, "It is true that the court in Journal Register found that post-emergence incentive payments need not comply with Section 503(c). But the Debtors ignore the context for that conclusion. The court in Journal Register was presented with a proposed plan of reorganization, with the post-emergence incentive payments to be made pursuant to the plan. . . . As the payments were to be made under the confirmation order itself, the court concluded that they did not fall under Section 503(c) which covers only expenses to be paid as an administrative expense of the case." "Rather than being governed by Section 503, the court in Journal Register observed that 'there is a subsection of [Section] 1129 [governing the confirmation of a plan] that is directly applicable' to such payments, with Section 1129(a)(4) setting forth requirements for 'any payment made or to be made by the proponent, by the debtors . . . for services or for costs and expenses in or in connection with the case . . . . ' By presenting their request as part of a proposed plan of confirmation, the debtors in Journal Register took the proposed incentive payments outside of the coverage of Section 503 and placed them within the confines of Section 1129(a)(4)." Judge Lane said the result in Journal Register is consistent with the decision in Dana. In Dana, the debtors proposed a $3 million post-emergence bonus to their CEO through an employee incentive plan. They made a nearly identical argument as the Debtors in this case, stating that because the proposed payment would be made after emergence from Chapter 11, the payment was not subject to Section 503(c). In declining to approve the post-emergence payment, the Dana court noted that "to the extent that the $3 million payment is subject to further review and must be passed upon as a provision in a disclosure statement and plan of reorganization, the [c]ourt cannot, at this early point in the cases, guarantee that the payment will be ultimately approved." In contrast to Journal Register and Dana, Judge Lane said the AMR Debtors seek the Court's approval of this severance payment now, notwithstanding the fact that the Debtors' expected effective date of the merger (and plan) is some six months away. According to Judge Lane, "Indeed, a plan and disclosure statement have yet to be filed. And there is a real consequence to such approval today: the [Unsecured Creditors Committee] conceded at the hearing, and the Debtors did not contest, that approval now would resolve this issue for purposes of this bankruptcy case and preclude any challenge to the merits of the severance payment during the confirmation hearing on a plan of reorganization." "During the hearing on the Motion, the Debtors conceded that Mr. Horton's payment -- as part of the larger employee payments being sought under -- the merger was essentially an expense necessary to preserve and realize value for the Debtors' estates. . . . The Debtors hang their hat, however, on the fact that the payment will be paid by Newco," Judge Lane continued. "Of course, the Debtors are correct in noting that the payment technically will not come from the Debtors' estate. But that is somewhat of a legal fiction. It is clear that the severance payment relates to Mr. Horton's employment at AMR, where he currently serves as CEO, and not from Newco, which does not yet exist and where Mr. Horton will take on a new position only after the merger is finalized and the proposed severance is paid. As a practical matter, moreover, the proposed severance would be paid without any action from Newco, an entity that will consist of 72% of the property of the reorganized Debtors. In any event, the Debtors' argument fails because the statute speaks in terms of 'allowance' of a payment. If the Court's approval today means anything -- and all parties seem to agree that it does -- the request for approval fits comfortably within the notion of a severance that would be 'allowed' as contemplated by the first sentence of Section 503(c).' During the hearing, the Debtors offered to amend the Merger Agreement to require that the board of Newco vote on the severance payment before such a payment could be made. According to Judge Lane, that suggestion only highlights the fact that, once created, Newco can make a severance payment to Mr. Horton without any approval from the Court. "Although the Court is constrained by Section 503's requirements in considering the proposed severance now, Newco will not have such restrictions and instead will answer only to its shareholders. It is unclear what purpose would be served by the Court's approval of the severance if Newco could later veto the severance through a vote of its board. Indeed, under this proposed amendment, there is little reason for the Court to be involved at all," Judge Lane said. "Seeking to avoid the strictures of Section 503, the Debtors contend that Section 363 provides a basis for immediate approval of this severance payment. But that scenario is exactly what Congress sought to prevent by enacting Section 503(c) of the Bankruptcy Code. . . . [P]rior to the enactment of Section 503(c), compensation payments outside the ordinary course were governed by the business judgment standard of Section 363(b). . . . Section 503(c) was specifically enacted to change that practice by establishing a higher standard to justify retention or severance payments to insiders during the pendency of bankruptcy cases," Judge Lane said. "Given this clear legislative intent, the Debtors' reliance on the business judgment standard to justify approval of this severance payment must fail." "Finally, the Debtors argue that the payments they propose for Horton are customary in situations analogous to the one now before the Court, citing the payments made pursuant to mergers of United and Continental Airlines and of Delta and Northwest. This argument misses the point. Both of those mergers occurred outside of the Chapter 11 context where parties are not subject to the requirements of the Bankruptcy Code. Although these two examples may inform the Court as to market salaries for a severance payment in major airline mergers, they do nothing in the way of satisfying Section 503(c)'s requirements." 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). BAJA MINING: Reports $321.3-Mil. Net Loss in 2012 ------------------------------------------------- Baja Mining Corp. reported a net loss of US$321.3 million for the year ended Dec. 31, 2012, compared with net income of US$20.0 million for the year ended Dec. 31, 2011. The loss in 2012 was primarily driven by: (i) impairment losses totaling US$190.4 million, including a US$188.1 million impairment following the announcement of the forecasted cost overrun of the Boleo Project during the quarter ended June 30, 2012; and (ii) a loss of US$127.3 million relating to the deconsolidation of MMB upon completion of the Phase I interim funding in the quarter ended Sept. 30, 2012, principally attributable to a fair value impairment attributable to the underlying equity and MMB shareholder loans. The foregoing was partly offset by income of US$10.0 million representing the Company's Share of Results in Associate in the period subsequent to the loss of control of MMB and by a US$10.6 million fair value adjustment gain relating to the Company's derivative instruments. In the 2011 comparable period, the income was primarily driven by the fair value gain on the Company's zero cost collar hedge contracts of US$42.8 million due to a reduction in forward copper prices compared to the Company's call price and US$4.0 million in foreign exchange gains. Loss before other items during the year ended Dec. 31, 2012, was US$208.5 million compared to US$22.8 million for the year ended Dec. 31, 2011. The Company's balance sheet at Dec. 31, 2012, showed US$54.4 million in total assets, US$11.8 million in total liabilities, and stockholders' equity of US$42.6 million. Going Concern Doubt "Critical factors, amongst others, impacting the likelihood of any demand arising under the senior borrowing guarantee and, therefore, the Company's ability to continue as a going concern, include the following: a) the Phase II Funding Requirement as committed by the Consortium being completed; b) the continued support of the remaining 2010 Project Financing lenders in choosing not to exercise any remedies available to them under the Event of Default; c) the renewal on March 31, 2013, of the latest standstill agreement and/or the reinstatement or replacement of the remaining 2010 Project Financing; d) completion of development of the Boleo Project; e) establishing profitable operations. "In addition, should the Company be required to repay the refundable manganese deposit liability, it currently has insufficient funds available to settle this liability. "The success of these factors above cannot be assured and accordingly, there is a substantial doubt about the Company's ability to continue as a going concern. A copy of the Company's consolidated financial statements dated Dec. 31, 2012, is available at http://is.gd/f4PWXR A copy of the MD&A of the Company's financial results for the year ended Dec. 31, 2012, is available at http://is.gd/FZMvyD Vancouver, Canada-based Baja Mining Corp. was incorporated on July 15, 1985, under the Company Act (British Columbia). The Company's principal asset is its investment in the Boleo Project, a copper-cobalt-zinc-manganese deposit located near Santa Rosalia, Baja California Sur, Mexico. The Project is currently under construction and surface and underground mining activities have commenced. Baja controlled and operated the Boleo Project up until its change in control on Aug. 27, 2012. As at Dec. 31, 2012, the Company owned a 49% interest in the Boleo Project through its wholly owned Luxembourg subsidiary, Baja International S.a r.l., which owns 100% of a Luxembourg subsidiary, Boleo International S.a r.l., which in turn owned 49% of the shares of MMB. MMB holds all mineral and property rights in the Boleo Project. As at Dec. 31, 2012, the remaining 51% of MMB was owned by members of a Korean consortium, comprised of Korea Resources Corporation, LS-Nikko Copper Inc., Hyundai Hysco Co., Ltd., SK Networks Co., Ltd., and Iljin Materials Co., Ltd., which acquired an initial 30% interest in June 2008. Subsequent to Dec. 31, 2012, and after giving effect to further contributions by members of the Consortium, Baja's interest in MMB was further reduced to 26.2%. Following the reduction of its interest in MMB and subsequent loss of control of MMB on Aug. 27, 2012, the Company was no longer the operator of the Boleo Project and no longer had day-to-day involvement in the management and development of the Boleo Project. The Company's current focus is on addressing outstanding matters relating to the change of control in MMB and considering alternative opportunities for the benefit of its stakeholders. BENADA ALUMINUM: Wells Fargo Financing Extended to May 7 -------------------------------------------------------- The U.S. Bankruptcy Court Middle District of Florida approved the second Amendment to Benada Aluminum Products, LLC's postpetition financing from Wells Fargo Bank, N.A. The second amendment is in connection with the confirmation of the Debtor's Plan of Reorganization which proposes to repay all postpetition administrative expenses owed to Wells Fargo Bank, N.A., in full no later 90 days from the Plan's Effective Date. Pursuant to the terms of the Senior DIP Credit Agreement, as modified and extended pursuant to an Amendment to Senior DIP Credit Agreement dated Nov. 28, 2012, the period during which the Debtor may request advances from Wells Fargo under the DIP Senior Revolver Note was slated to expire on Feb. 6, 2013. Further, the Debtor is required to pay the Admin Expense Claim in full by the termination date. In this relation, the parties agreed to amend and extend the Senior DIP Credit Agreement in order to evidence the treatment of Wells Fargo's Admin Expense Claim under the Plan, and to provide continued financing to the Debtor from Feb. 6, until May 7. The Debtor noted that it cannot reorganize unless it is able to extend the availability period under the Senior DIP Credit Agreement. The Debtor has been unable to obtain replacement financing in the form of unsecured credit allowable under Section 503(b)(1) of the Bankruptcy Code. About Benada Benada Aluminum Products LLC was formed in 2011 to purchase assets of two aluminum products manufacturing companies. It purchased via 11 U.S.C. Sec. 363 the Sanford facility of Florida Extruders International (Case No. 08-07761). It also purchased the assets Miami, Florida-based Benada Aluminum of Florida Inc. The Debtor has since consolidated operations and operates only out of its location in Sanford. The Company filed for Chapter 11 protection on Aug. 1, 2012 (Bankr. M.D. Fla. Case No. 12-10518). Judge Karen S. Jennemann presides over the case. R. Scott Shuker, Esq., at Latham Shuker Eden & Beaudine LLP, represents the Debtor. The Debtor disclosed $22,009,272 in assets and $11,698,426 in liabilities as of the Chapter 11 filing. Wells Fargo is represented by Michael Demont, Esq., and Jay Smith, Esq., at Smith Hulsey & Busey, in Jacksonville, Florida. FTL Capital is represented by Christopher J. Lawhorn, Esq., at Bryan Cave LLP in St. Louis, Missouri. Triton Capital Partners Ltd. serves as exclusive financial advisor and investment banker with respect to providing assistance with turnaround management. The Debtor was authorized by the bankruptcy judge at a Sept. 25, hearing to sell an aluminum extrusion press for $2.9 million to Tubelite Inc. The Court confirmed the Debtor's Chapter 11 reorganization plan in March 2013. Under the Plan, holders of allowed secured claims (except FTL Capital) will retain their respective liens on the Debtor's real and personal property and be paid in full, with interest, over a period of up to five years, as the case may be. Miles & Stockbridge P.C. serves as lead counsel for the Official Committee of Unsecured Creditors. The Committee retained Deloitte Financial Advisory Services LLP as its financial advisor. BERWIND REALTY: Stipulation on the Use of BPPR's Rents Approved --------------------------------------------------------------- The Hon. Brian K. Tester of the U.S. Bankruptcy Court for the District of Puerto Rico approved a stipulation authorizing Berwind Realty LLC to use rents; and provide adequate protection to Banco Popular de Puerto Rico. Additionally, the Court approved the terms for treatment of BPPR's claims in a consented Plan of Reorganization. According to the Debtor, after substantial negotiations, the Debtor and BPPR have agreed to, among other things, the limited use of certain rents and postpetition income to satisfy certain operating expenses, and the adequate protection, to enable the Debtor to continue operating and confirm a plan. The terms of Consensual Plan and treatment of BPPR's claim, include, among other things: 1. as adequate protection for BPPR and to facilitate Debtor's reorganization through the Plan incorporating the terms, the Debtor and BPPR hereby agree to restructure BPPR's claim; and 2. the Debtor, with the consent of BPPR, will file a motion to authorize the sale of each of the Sale Collateral -- real properties: (1) 1086 Munoz Rivera Avenue, R�o Piedras, PR (formerly El Amal headquarters); (2) Km 32.1, Road 14, San Ildefonso, Coamo, PR; (3) Machete Ward, Guayama (formerly El Amal Store No. 22); (4) Berwind Shopping Center, 65th Infantery Ave., R�o Piedras, PR; and (5) Sabana Seca Ave., Levittown, PR (formerly El Amal Store No. 37). A copy of the stipulation is available for free at http://bankrupt.com/misc/BERWINDREALTY_rentuse_stipulation.pdf About Berwind Realty Berwind Realty, LLC, filed a Chapter 11 petition (Bankr. D.P.R. Case No. 12-02701) in Old San Juan, Puerto Rico, on April 5, 2012. Berwind Realty, a real estate firm, scheduled assets of $53.8 million and liabilities of $58.1 million. Berwind Realty's president, Saleh Yassin signed the petition. Charles A. Cuprill, PSC Law Offices, serves as bankruptcy counsel. BIG M: Mandee's Owner Seeks More Time to Keep Control of Case ------------------------------------------------------------- Stephanie Gleason at Dow Jones' DBR Small Cap reports the owner of the Mandee women's fashion chain is asking to keep control of its Chapter 11 case as it prepares to send its assets to auction next month. As reported in the April 12, 2013 edition of the TCR, Big M, Inc., is asking the bankruptcy court to approve the stalking horse bid of Canadian apparel retailer YM Inc. for substantially all of the Debtor's assets, including the Debtor's inventory, equipment, and certain leased locations, subject to higher and better offers pursuant to proposed bidding procedures at an auction. Big M asks the Bankruptcy Court to schedule a sale hearing no later than May 15, 2013, with any objections to the sale to be filed on or before 4:00 p.m. on May 10, 2013. The proposed bid deadline is May 13, 2013, at 5:00 p.m. The auction will be held on May 14, 2013, at 10:00 a.m. at the offices of Lowenstein Sandler, LLP, 65 Livingston Avenue, in Roseland, N.J. About Big M Totowa, New Jersey-based Big M, Inc., owner of Mandee, Annie sez, and Afazxe Stores, filed a Chapter 11 petition (Bankr. D.N.J. Case No. 13-10233) on Jan. 6, 2013 with Salus Capital Partners, LLC, funding the Chapter 11 effort. The Mandee brand is a juniors fashion retailer with 84 stores in Illinois and along the East Coast. Annie sez is a discount department-store retailer for women with 35 stores. Afaze is 10-store jewelry and accessory chain. Kenneth A. Rosen, Esq., at Lowenstein Sandler LLP, in Roseland, serves as counsel to the Debtor. PricewaterhouseCoopers LLP has been tapped to serve as financial advisor. GRL Capital Advisors LLC's Glenn R. Langberg has been hired to serve as chief restructuring officer. The Debtor estimated up to $100 million in both assets and liabilities. The Official Committee of Unsecured Creditors has tapped Cooley LLP as its counsel, and CBIZ Accounting, Tax and Advisory of New York, LLC and CBIZ Mergers & Acquisitions Group as its financial advisor. BINGO.COM LTD: Incurs $46K Net Loss in 2012 ------------------------------------------- Bingo.com, Ltd., filed on March 29, 2013, its annual report on Form 10-K for the year ended Dec. 31, 2012. Davidson & Company LLP, in Vancouver, Canada, expressed substantial doubt about Bingo.com, Ltd.'s ability to continue as a going concern, citing the Company's negative cash flows from operating activities during the past year and accumulated deficit of US$15,965,824 as of Dec. 31, 2012. The Company reported a net loss of US$46,235 on US$1.8 million of total revenue in 2012, compared with a net loss of US$689,016 on US$1.4 million of total revenue in 2011. The Company's balance sheet at Dec. 31, 2012, showed US$3.4 million in total assets, US$105,608 in total currrent liabilities, and stockholders' equity of US$3.3 million. A copy of the Form 10-K is available at http://is.gd/TcKLap Headquartered in The Valley, Anguilla, B.W.I., Bingo.com, Ltd., was originally incorporated in the State of Florida on Jan. 12, 1987. It is in the business of owning and marketing a bingo based entertainment website that provides a variety of Internet games plus other forms of entertainment, including an online community, chat rooms, and more. BIO-KEY INTERNATIONAL: Reports $3,267 Net Income in 2012 -------------------------------------------------------- BIO-key International, Inc., filed on April 1, 2013, its annual report on Form 10-K for the year ended Dec. 31, 2012. Rotenberg Meril Solomon Bertiger & Guttilla, P.C., in Saddle Brook, New Jersey, expressed substantial doubt about BIO-key's ability to continue as a going concern, citing the Company's substantial net losses in recent years, and accumulated deficit at Dec. 31, 2012. The Company reported net income of $3,267 on $3.8 million of revenues in 2012, compared with a net loss of $1.9 million on $3.5 million of revenues in 2011. The Company's balance sheet at Dec. 31, 2012, showed $1.1 million in total assets, $2.3 million in total liabilities, and a stockholders' deficit of $1.2 million. A copy of the Form 10-K is available at http://is.gd/Y21t3W Wall, N.J.-based BIO-key International, Inc., develops and markets advanced fingerprint biometric identification and identity verification technologies, cryptographic authentication- transaction security technologies, as well as related Identity Management and Credentialing software solutions. BUSINESS DEVELOPMENT: Court Dismisses Chapter 11 Case ----------------------------------------------------- The Hon. Charles Novack of the U.S. Bankruptcy Court for the Northern District of California has dismissed, at the behest of the U.S. Trustee, the Chapter 11 case of Business Development and Management Inc. As reported by the Troubled Company Reporter on March 28, 2013, the U.S. Trustee's dismissal motion was made on the grounds that the Debtor is abusing the bankruptcy system by multiple filings, with no ability or intention to reorganize. The U.S. Trustee pointed out that the Debtor does not have counsel employed and approved by the Court, and has not filed its schedules or statement of financial affairs, and creditor list even though this case has been pending for over a month. The Court, in an order dated March 29, 2013, has barred the Debtor from filing any bankruptcy case in any court for a period of one year from the date of entry of the order. The Debtor filed a motion for voluntary dismissal on March 13, 2013 but the Court denied the Debtor's own motion for dismissal. The U.S. Trustee filed an objection to the Debtor's motion, saying that the Debtor didn't set the motion to dismiss for a hearing. A hearing is required pursuant to Bankruptcy Local Rule 9014- 1(b)(1)(C). In addition, Federal Rule of Bankruptcy Procedure 2002(a)(4) requires 21 days notice of a hearing on a motion to dismiss a Chapter 11 case. About Business Development Business Development and Management Inc., filed a bare-bones Chapter 11 petition (Bankr. N.D. Cal. Case No. 13-50418) in San Jose, California on Jan. 25, 2013. Santa Clara, California-based Business Development estimated assets of at least $10 million and liabilities not exceeding $10 million. The Debtor is represented by The Law Office of Linda Voss, in San Mateo, California. CAMP INTERNATIONAL: S&P Corrects Recovery Ratings on Secured Debt ----------------------------------------------------------------- Standard & Poor's Ratings Services corrected its recovery rating on U.S. aircraft maintenance tracking services provider CAMP International Holding Co.'s senior secured first-lien credit facilities, consisting of a $30 million revolving credit facility and a $255 million term loan. The recovery rating on the facilities is '3', indicating S&P's expectation of meaningful (50% to 70%) recovery for lenders in the event of a payment default. The issue-level rating on this debt is 'B', at the same level as S&P's 'B' corporate credit rating on the company. (In accordance with S&P's notching criteria, it do not notch the issue rating from the corporate credit rating for a recovery rating of '3'.) S&P had initially assigned a recovery rating of '3' to the credit facilities on July 12, 2012. On Feb. 12, 2013, following CAMP's announcement that it was planning to refinance its existing first- lien term loan and second-lien debt with a new $370 million first- lien loan, S&P released a report stating that it revised its recovery rating on the existing revolver to '4' (indicating a 30% to 50% recovery expectation) from '3' because of the increase in the first-lien debt amount. However, the company subsequently announced that it was withdrawing its proposed refinancing transaction. As a result, S&P issued a bulletin on March 8, 2013, stating that the recovery rating on the initial $285 million credit facilities would remain at '3'. This was technically incorrect, because S&P had previously revised the recovery rating to '4'. The report should have stated that S&P was revising the recovery rating back to '3'. This mistake resulted in an administrative oversight in which the rating had not been revised back to '3' in S&P's database systems. In addition, S&P's 'CCC+' issue-level rating and '6' recovery rating (indicating a 0 to 10% recovery expectation) on CAMP's $115 million second-lien term loan due May 31, 2019 were mistakenly withdrawn. These errors have been corrected. CANADIAN OILFIELD: In Default of Disclosure Obligations ------------------------------------------------------- Canadian Oilfield Solutions Corp. on April 11 disclosed that its interim financial reports as at and for the interim periods ended March 31, 2012, June 30, 2012 and September 30, 2012 have not been reviewed by an auditor. While the 2012 Interim Reports did not state that they had been reviewed by an auditor, such reports did not contain a notice indicating that they had not been reviewed by an auditor, as required under National Instrument 51-102 Continuous Disclosure Obligations. As a result, the Alberta Securities Commission has noted the Company in default under category 2(a) of CSA Notice 51-322 Reporting Issuer Defaults. In order to correct the Deficiency, the Company is required to re- file the 2012 Interim Reports and concurrently with such filing, the Company's Chief Executive Officer and Chief Financial Officer (or persons acting in such capacity) are required by securities legislation to personally certify that the 2012 Interim Reports and corresponding management's discussion and analyses, in effect, do not contain a misrepresentation and fairly present in all material respects the financial condition, results of operations and cash flows of the Company. Since the Company's current management was not involved in the capacity of Chief Executive Officer or Chief Financial Officer with the Company during the periods in question, the certifying officers need to complete due diligence on the 2012 Interim Reports and 2012 Interim MD&A prior to the re-filing of the 2012 Interim Reports. Further, as disclosed in the Company's April 10, 2013 press release, the Company currently does not have a Chief Financial Officer. Accordingly, to remedy the Deficiency: (a) the Company will need to appoint a Chief Financial Officer; (b) the Company's Chief Executive Officer and Chief Financial Officer must complete sufficient due diligence on the 2012 Interim Reports and 2012 MD&A so that they can make the certifications; and (c) the Company must re-file the 2012 Interim Reports along with certifications of the Chief Executive Officer and Chief Financial Officer pursuant to National Instrument 52-109 Certification of Disclosure. Canadian Oilfield Solutions Corp. (TSX: OSX) owns and operates two 100 percent subsidiaries, Extreme Pump Solutions (Extreme) in Gillette, Wyoming USA and Canadian Oilfield Solutions Corp. in Mexico. CARBON BEACH: U.S. Trustee Withdraws Motion to Dismiss ------------------------------------------------------ According to a notice in the Chapter 11 case of Carbon Beach Partners, LLC, Peter C. Anderson, the United States Trustee for Region 16, has withdrawn his motion for an order either to convert the Debtor's Chapter 11 case to Chapter 7 or dismissing the case, for payment of quarterly fees, for judgment thereon and for such other relief as may be appropriate. On Nov. 5, 2012, the Office of the U.S. Trustee informed the Court that the Debtor has failed to comply with the requirement of the United States Trustee Chapter 11 Notices and Guides and/or Local Bankruptcy Rules by failing to provide these documents and financial reports: * Sufficient evidence of current insurance coverage including: an insurance declaration page for each policy and a declaration stating that the Debtor has all applicable customary insurance required to operate. * Monthly Operating Report(s) for December 2010, all of 2011, including January, February, March, April, May, June, July, August, September, October, November, and December 2011, and all of 2012, including January, February, March, April, May, June, July, August, and September 2012. The Debtor filed on Feb. 14, 2013, its monthly operating report for January 2013, and on Feb. 5, 2013, its monthly operating report for December and November 2012. On Jan. 4, 2012, the Debtor filed its monthly operating reports for October, November and December 2010, all of 2011, and January through October 2012. About Carbon Beach Partners Calabasas, California-based Carbon Beach Partners, LLC, owns an eight-unit, luxury condominium complex consisting of approximately 41,000 square feet, in Malibu, California. Carbon Beach filed for Chapter 11 bankruptcy (Bankr. C.D. Cal. Case No. 09-24657) on Nov. 3, 2009, Judge Geraldine Mund presiding. Cynthia Futter, Esq., at Futter-Wells PC, and Anne Wells, Esq., represent the Debtor. The Company disclosed $21,000,004 in assets and $17,463,557 in liabilities as of the Chapter 11 filing. Robb Evans & Associates, LLC, is the appointed receiver in the Debtor's case. CELL THERAPEUTICS: Sees $31MM Net Financial Standing at Feb. 28 --------------------------------------------------------------- Cell Therapeutics, Inc., provided information pursuant to a request from the Italian securities regulatory authority, CONSOB, pursuant to Article 114, Section 5 of the Unified Financial Act, that the Company issue at the end of each month a press release providing a monthly update of certain information relating to the Company's financial situation. CTI estimated cash and cash equivalents of $36.86 million at Feb. 28, 2013. The total estimated and unaudited net financial standing of CTI Parent Company as of Feb. 28, 2013, was approximately $31.86 million. During the month of February 2013, the Company's common stock, no par value, outstanding increased by 79,859 shares. Consequently, the number of issued and outstanding shares of Common Stock as of Feb. 28, 2013, was 109,890,765. A copy of the press release is available for free at: http://is.gd/SWTH4L About Cell Therapeutics Headquartered in Seattle, Washington, Cell Therapeutics, Inc. (NASDAQ and MTA: CTIC) -- http://www.CellTherapeutics.com/-- is a biopharmaceutical company committed to developing an integrated portfolio of oncology products aimed at making cancer more treatable. Cell Therapeutics reported a net loss attributable to CTI of US$62.36 million in 2011, compared with a net loss attributable to CTI of US$82.64 million in 2010. The Company's balance sheet at Sept. 30, 2012, showed $36.17 million in total assets, $32.60 million in total liabilities, $13.46 million in common stock purchase warrants, and a $9.89 million total shareholders' deficit. Going Concern Doubt Raised The report of Marcum LLP, in San Francisco, Calif., dated March 8, 2012, expressed an unqualified opinion, with an explanatory paragraph as to the uncertainty regarding the Company's ability to continue as a going concern. The Company's available cash and cash equivalents are US$47.1 million as of Dec. 31, 2011. The Company's total current liabilities were US$17.8 million as of Dec. 31, 2011. The Company does not expect that it will have sufficient cash to fund its planned operations beyond the second quarter of 2012, which raises substantial doubt about the Company's ability to continue as a going concern. Bankruptcy Warning The Form 10-K for the year ended Dec. 31, 2011, noted that if the Company receives approval of Pixuvri by the EMA or the FDA, it would anticipate significant additional commercial expenses associated with Pixuvri operations. Accordingly, the Company will need to raise additional funds and are currently exploring alternative sources of equity or debt financing. The Company may seek to raise that capital through public or private equity financings, partnerships, joint ventures, disposition of assets, debt financings or restructurings, bank borrowings or other sources of financing. However, the Company has a limited number of authorized shares of common stock available for issuance and additional funding may not be available on favorable terms or at all. If additional funds are raised by issuing equity securities, substantial dilution to existing shareholders may result. If the Company fails to obtain additional capital when needed, it may be required to delay, scale back, or eliminate some or all of its research and development programs and may be forced to cease operations, liquidate its assets and possibly seek bankruptcy protection. CENTENNIAL BEVERAGE: Lender Agrees to Extend Cash Use Until May 19 ------------------------------------------------------------------ Centennial Beverage Group, LLC, and Compass Bank filed with the U.S. Bankruptcy Court for the Northern District of Texas a stipulation extending the term of the final order authorizing the Debtor's use of cash collateral until 11:59 p.m. Central time on May 19, 2013. The Court in February had signed off on an agreed final order authorizing the Debtor to use cash collateral until April 30, 2013. Under the new stipulation, the occurrence of any of the following will constitute a termination event under the cash collateral order: (a) the Debtor fails to obtain court order approving the sale of certain of the Debtor's remaining assets by April 12, 2013; (b) the Debtor fails to obtain a fully executed asset purchase agreement from Spec's Family Partners, Ltd., in connection with the asset sale by April 12, 2013; (c) the lender determines at any time, in its sole discretion, that Spec's is unwilling or unable to consummate the asset sale, and provides notice of the determination to counsel for the Debtor and Committee at least five business days prior to the termination event; (d) the Debtor fails to close the asset sale on or before May 17, 2013; and (e) the Debtor fails to make any of the Pay Downs as required by the budget, a copy of the budget is available for free at http://is.gd/m5Dijy The Court has set the hearing on the motion to sell certain of the Debtor's remaining assets to Cheers Spirits & Liquor LLC on April 25, 2013, at 9:15 a.m. The Official Committee of Unsecured Creditors of Centennial Beverage Group, LLC, and the Lender filed on March 22, 2013, a joint stipulation extending the Committee's investigation period until March 22, 2013. The Debtor made certain stipulations and the Court made certain findings subject to the Committee and other creditors and parties in interests' rights to object within certain timeframes. The Committee raised certain issues with regard to some of the stipulations and findings in the cash collateral order. To address the issues raised by the Committee without the necessity of the Committee filing an adversary proceeding, objection or other contested matter, the Parties, through their respective counsel, agreed and stipulated as follows: a. Nothing in the cash collateral order or in any UCC Financing Statement filed by or on the Lender's behalf, grants the Lender prepetition liens on any assets other than the assets which are specifically provided in the indebtedness documents. b. Nothing in the cash collateral order or in any UCC Financing Statement filed by or on the Lender's behalf expands the Lender's prepetition collateral to encompass any assets other than the assets which are specifically provided in the indebtedness documents. c. Nothing in the cash collateral order bars or prejudices the Committee's right to object to the allowance to the Lender of any interest, fees, costs or charges pursuant to section 506(b) of the Bankruptcy Code. The Committee is represented by: MUNSCH HARDT KOPF & HARR, P.C. Deborah M. Perry 3800 Lincoln Plaza 500 North Akard Street Dallas, Texas 75201-6659 Tel: (214) 855-7500 Fax: (214) 855-7584 E-mail: dperry@munsch.com WINSTEAD PC J. Frasher Murphy Matthew T. Ferris 500 Winstead Building 2728 N. Harwood Street Dallas, Texas 75201 Tel: (214) 745-5400 Fax: (214) 745-5390 E-mail: fmurphy@winstead.com mferris@winstead.com About Centennial Beverage Centennial Beverage Group LLC, a chain of 23 liquor stores in Texas, filed a petition for Chapter 11 reorganization (Bankr. N.D. Tex. Case No. 12-37901) amid lower sales brought by competition from big-box retailers. The 75-year-old-company once had 70 stores throughout Texas. They are now concentrated in the Dallas-Fort Worth area. Sales for the year ended in November were $158 million. Year-over-year, revenue was down 50%, according to a court filing. In its schedules, the Debtors disclosed $24,053,049 in assets and $48,451,881 in liabilities as of the Petition Date. Robert Dew Albergotti, Esq., at Haynes and Boone, LLP, in Dallas, serves as counsel to the Debtor. RGS LLC serves as the Debtor's financial advisor. The Official Committee of Unsecured Creditors has retained Munsch Hardt Kopf & Harr, P.C. as its attorneys, and Lain, Faulkner & Co., P.C. as financial advisors. CENTRAL TEXAS REGIONAL: S&P Assigns 'BB+' Rating to $108MM Bonds ---------------------------------------------------------------- Standard & Poor's Ratings Services assigned its 'BBB-' long-term rating to Central Texas Regional Mobility Authority's (CTRMA) approximately $158.76 million series 2013A senior lien revenue refunding bonds and $30 million series 2013B senior lien revenue refunding put bonds. At the same time, Standard & Poor's assigned its 'BB+' long-term rating to the authority's approximately $108.36 million series 2013 subordinate lien revenue refunding bonds. Finally, Standard & Poor's affirmed its 'BBB-' long-term and underlying rating (SPUR) on the authority's existing senior bonds and its 'BB+' long-term rating on the authority's subordinate bonds. The outlook on all ratings is stable. "The ratings reflect our view of the general uncertainty associated with traffic and revenue forecasts for the authority's three projects and the system's dependence on sound revenue growth to cover escalating annual debt service requirements," said Standard & Poor's credit analyst Todd Spence. "Further constraining the rating is the system's relatively high toll rates and lower financial margins for the subordinate-lien debt," Mr. Spence added. CTRMA owns and operates a toll road system in the Austin metropolitan area that currently includes one operational toll road that was recently extended, and a second planned toll road is under construction which is partially open. CEQUEL COMMUNICATIONS: Loan Upsize No Impact on Moody's B1 CFR -------------------------------------------------------------- Moody's Investors Service said that the recently announced plan to upsize the term loan does not impact the Ba2 rating on the Cequel Communications, LLC credit facility or the B1 corporate family rating of its parent company Cequel Communications Holdings, LLC. The company plans to use proceeds to repurchase a portion of its outstanding 8.625% Senior Notes due 2017. The transaction would favorably extend the maturity profile and modestly reduce interest expense. It would not meaningfully alter the split of bank debt and bonds within the capital structure and therefore does not impact the Ba2 rating on the credit facility or the B3 rating on the bonds of Cequel Communications Holdings, LLC. The principal methodology used in this rating was Global Cable Television Industry published in July 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 St. Louis, Missouri, and doing business as Suddenlink Communications, Cequel Communications Holdings LLC serves approximately 1.4 million residential and 78 thousand commercial customers. The company provides digital TV, high-speed Internet and telephone services to consumers and businesses and generated revenues of approximately $2 billion of revenue in 2012. BC Partners, CPP Investment Board and certain members of Cequel's executive management acquired Cequel from Goldman Sachs, Quadrangle, and Oaktree in November 2012. CEQUEL COMMUNICATIONS: S&P Retains 'BB-' Rating After Loan Upsize ----------------------------------------------------------------- Standard & Poor's Ratings Services said today that its 'BB-' issue-level and '2' recovery ratings on Cequel Communications LLC's secured debt remain unchanged, following a proposed $300 million upsizing of the term loan B to $2.5 billion from $2.2 billion. S&P expects the company to use proceeds from the upsized term loan to repurchase a portion of its 8.625% senior notes due 2017. S&P's '2' recovery rating on the credit facilities denotes its expectation for substantial (70% to 90%) recovery in the event of a payment default. S&P's ratings and stable outlook on the parent company, cable system operator Cequel Communications Holdings I LLC, remain unchanged, including the 'B+' corporate credit rating and the 'B-' issue-level rating and '6' recovery rating on its senior unsecured notes. RATINGS LIST Cequel Communications Holdings I LLC Corporate Credit Rating B+/Stable/-- Cequel Communications LLC $2.5 Bil. Term Loan B BB- Recovery Rating 2 CHINA NATURAL GAS: Reports $11-Mil. Net Income in 2012 ------------------------------------------------------ China Natural Gas, Inc., filed its annual report on Form 10-K, reporting net income of $11.0 million on $145.3 million of revenue for the year ended Dec. 31, 2012, compared with net income of $15.3 million on $124.2 million of revenue in 2011. The Company's balance sheet at Dec. 31, 2012, showed $288.5 million in total assets, $84.3 million in total liabilities, and stockholders' equity of $204.2 million. A copy of the Form 10-K is available at http://is.gd/mPvdjv Headquartered in Xi'an, Shaanxi Province, P.R.C., China Natural Gas, Inc., was incorporated in the State of Delaware on March 31, 1999. The Company through its wholly owned subsidiaries and variable interest entity, Xi';an Xilan Natural Gas Co., Ltd., and subsidiaries of its VIE, which are located in Hong Kong, Shaanxi Province, Henan Province and Hubei Province in the People's Republic of China ("PRC"), engages in sales and distribution of natural gas and gasoline to commercial, industrial and residential customers through fueling stations and pipelines, construction of pipeline networks, installation of natural gas fittings and parts for end-users, and conversions of gasoline-fueled vehicles to hybrid (natural gas/gasoline) powered vehicles at 0ptmobile conversion sites. On Feb. 8, 2013, an involuntary petition for bankruptcy was filed against the Company by three of the Company's creditors, Abax Lotus Ltd., Abax Nai Xin A Ltd., and Lake Street Fund LP (Bankr. S.D.N.Y. Case No. 13-10419). The Petitioners claimed that they have debts totaling $42,218,956.88 as a result of the Company's failure to make payments on the 5% Guaranteed Senior Notes issued in 2008. The Company says it intends to oppose the motion. Adam P. Strochak, Esq., at Weil, Gotshal & Manges, LLP, in Washington, D.C., represents the Petitioners as counsel. COLDWATER PORTFOLIO: Evidentiary Hearing on Sale on May 28 ---------------------------------------------------------- The U.S. Bankruptcy Court for the Northern District of Indiana authorized Coldwater Portfolio Partners LLC and U.S. Bank National Association, as successor trustee for GS Mortgage Securities Corporation II, Commercial Mortgage Pass-Through Certificates, Series 2006-G G6, RBS Financial Products and Torchlight Loan Services, as special servicer, to sell substantially all or any portion of the Debtor's assets pursuant to Section 363 of the Bankruptcy Code. The Court-approved bidding procedures provides for, among other things: 1. The stalking horse bidder will be entitled to a 3% fee of the amount of any winning cash bid at the auction; 2. The potential bidder will comply with all reasonable requests for additional information by the proponents or their advisors regarding potential bidder's financial wherewithal to consummate and perform obligations in connection with the sale; 3. An evidentiary hearing to approve the sale of the properties will be held on May 28, 2013, at 10 a.m. A copy of the bidding procedures is available for free at http://bankrupt.com/misc/COLDWATERPORTFOLIO_sale_order.pdf The Bankruptcy Court was scheduled to convene a hearing April 9 to consider approval for Coldwater's continued use of cash collateral. About Coldwater Portfolio Coldwater Portfolio Partners LLC filed a voluntary Chapter 11 etition (Bankr. N.D. Ind. Case No. 12-31182) on April 4, 2012. CPP, a limited liability company organized under the laws of the state of Delaware, was formed in January 2006 with the purpose of owning and operating 38 commercial real estate properties. The majority of the properties are shadow retail centers located adjacent to Wal-Mart Supercenters throughout the Midwest and Southern States. The Debtor has developed relationships with nationwide retailers who operate local stores at the Shadow Retail Centers, including Dollar Tree, Game Stop, Sally Beauty, and Fashion Bug. The Shadow Retail Centers are particularly attractive commercial retail properties with business arising from the Wal-Mart customer traffic. Bankruptcy Judge Harry C. Dees, Jr., oversees the case. Forrest B. Lammiman, Esq., and David L. Kane, Esq., at Meltzer, Purtill & Stelle LLC, serve as the Debtor's counsel. Variant Capital Advisors LLC provides investment banking services to the Debtor. CPP estimated assets of $10 million to $50 million and debts of $50 million to $100 million. CPP is a subsidiary of CPP Holdings LLC. Kenneth S. Klein, manager of CPP, signed the Chapter 11 petition. A related entity, Coldwater Portfolio Partners II, LLC, owns and operates nine shadow retail centers in the Midwest and Southern United States. Klein Retail Centers, Inc. is the parent of Coldwater II. There are two Plan submitted for Court approval. The Debtor's Plan provides that the Debtor will reorganize with the help of financing proposed by N3 retail Investors, LLC, as the plan sponsor. The Lenders' Plan provides for the orderly sale or other disposition of the Debtor's Property and other assets, the payment in full of all allowed administrative claims and priority claims in the Chapter 11 case and guarantees that unsecured trade creditors receive no less than a pro rata share of $100,000. COMMUNITY WEST: Reports $3.2 Million Net Income in 2012 ------------------------------------------------------- Community West Bancshares filed with the U.S. Securities and Exchange Commission its annual report on Form 10-K disclosing net income of $3.17 million on $31.31 million of total interest income for the year ended Dec. 31, 2012, as compared with a net loss of $10.48 million on $36.51 million of total interest income in 2011. The Company's balance sheet at Dec. 31, 2012, showed $532.10 million in total assets, $479.05 million in total liabilities and $53.05 million in total stockholders' equity. Consent Agreement On Jan. 26, 2012, the Bank, entered into a consent agreement with the Office of the Comptroller of the Currency, the Bank's primary banking regulator, which requires the Bank to take certain corrective actions to address certain deficiencies in the operations of the Bank, as identified by the OCC. "While the Bank believes that it is in substantial compliance with the OCC Agreement, no assurance can be given that the OCC will concur with the Bank's assessment. Failure to comply with the provisions of the OCC Agreement may subject the Bank to further regulatory action, including but not limited to, being deemed undercapitalized for purposes of the OCC Agreement, and the imposition by the OCC of prompt corrective action measures or civil money penalties which may have a material adverse impact on the Company's financial condition and results of operations." On April 23, 2012, the Company entered into an agreement with the Federal Reserve Bank of San Francisco. Without admitting or denying any alleged charges of unsafe or unsound banking practices and any violations of law, the Company agreed to take corrective actions to address certain alleged violations of law and/or regulation, which included developing and submitting for regulatory approval a cash flow projection of the Company's planned sources and uses of cash for debt service, operating expenses and other purposes. The FRB accepted the cash flow projection on July 10, 2012. In accordance with the FRB Agreement, the Company requested the FRB's approval to pay the dividend due on May 15, 2012, August 15, 2012, November 15, 2012 and February 15, 2013 on the Company's Series A Preferred Stock. Those requests were denied. The Board and Management will continue to work closely with the OCC and FRB to achieve compliance with the terms of both agreements and improve the Company's and Bank's strength, security and performance. A copy of the Form 10-K is available for free at: http://is.gd/JmZXrV About Community West Goleta, Calif.-based Community West Bancshares was incorporated in the State of California on Nov. 26, 1996, for the purpose of forming a bank holding company. On Dec. 31, 1997, CWBC acquired a 100% interest in Community West Bank, National Association. Effective that date, shareholders of CWB became shareholders of CWBC in a one-for-one exchange. The acquisition was accounted at historical cost in a manner similar to pooling-of-interests. Community West Bancshares is a bank holding company. CWB is the sole bank subsidiary of CWBC. CWBC provides management and shareholder services to CWB. CORMEDIX INC: Gets NYSE MKT Listing Non-Compliance Notice --------------------------------------------------------- CorMedix Inc. on April 11 disclosed that it received a notice from the NYSE MKT on April 5, 2013 indicating that it is below listing standard criteria. In its Form 10-K for the fiscal year ended December 31, 2012. CorMedix reported stockholders' equity of less than $2 million and did not meet certain of the NYSE MKT continued listing standards as set forth in the NYSE MKT Company Guide. Under NYSE MKT regulations, CorMedix must submit a plan of compliance no later than May 6, 2013 to address how it intends to regain compliance by October 20, 2013. If that plan is accepted by NYSE MKT, CorMedix may be able to continue its listing during the 1003(a)(i) Plan Period, during which time CorMedix will be subject to periodic review to determine whether it is making progress consistent with the plan. CorMedix received notice on April 20, 2012 from the NYSE MKT informing it that CorMedix was below certain of the NYSE MKT's continued listing standards due to financial impairment. CorMedix was afforded the opportunity to submit a plan to the NYSE MKT to regain compliance and, on May 17, 2012, presented its plan to the NYSE MKT. On June 27, 2012, the NYSE MKT accepted CorMedix's plan and granted it an extension until August 22, 2012 to regain compliance with the continued listing standards. On September 21, 2012, the NYSE MKT notified CorMedix that it granted CorMedix another extension to January 31, 2013 and on February 1, 2013, NYSE MKT notified that CorMedix was further granted extension until April 15, 2013 to regain compliance with the continued listing standards of the NYSE MKT. If CorMedix is not in compliance with all of the NYSE MKT's continued listing standards within the timeframes provided, or does not make progress consistent with the prior plan or the new plan to be submitted to the NYSE MKT during the respective plan period, the NYSE MKT will initiate delisting proceedings. "As we await the final review of a CE Mark for our lead product Neutrolin(R), we are working diligently to address this deficiency and manage our cash flow," said Randy Milby, CEO of CorMedix. "We anticipate compliance with the NYSE MKT listing standards from additional financing we will seek after the anticipated receipt of the CE Mark. In addition, ND Partners, a large shareholder and part of the Bollard Group, the grantors of our worldwide patent estate, has agreed to allow us to defer the major milestone payment due upon receipt of the CE Mark for up to one year in order for us to prioritize resources for the planned launch of Neutrolin(R)." About CorMedix CorMedix Inc. -- http://www.cormedix.com-- is a pharmaceutical company that seeks to in-license, develop and commercialize therapeutic products for the prevention and treatment of cardiac and renal dysfunction, also known as cardiorenal disease. CorMedix most advanced product candidate is CRMD003 (Neutrolin(R)) for the prevention of catheter related bloodstream infections and maintenance of catheter patency in tunneled, cuffed, central venous catheters used for vascular access in hemodialysis patients. CYANCO INTERMEDIATE: Moody's Assigns B2 CFR & Rates Term Loan B2 ---------------------------------------------------------------- Moody's Investors Service assigned a B2 Corporate Family Rating to Cyanco Intermediate Corporation and B2 ratings to its proposed senior secured $400 million Term Loan B due 2020 and $15 million senior secured revolving credit facility due 2018. Proceeds from the term loan are expected to be used to refinance the company's existing debt, fund a distribution to the sponsor Oak Tree Capital Management, and pay expenses. This is a first time rating for Cyanco. The outlook is stable. The following summarizes the ratings activity: Cyanco Intermediate Corporation Ratings assigned: Corporate family rating -- B2 Probability of default rating -- B2-PD $400 million Sr Sec Term Loan B due 2020 -- B2 (LGD3, 49%) $15 million Sr Sec Revolving Credit Facility due 2018 -- B2 (LGD3, 49%) Outlook: Stable Ratings Rationale: Cyanco's B2 CFR reflects its elevated leverage (pro forma Debt / EBITDA of 4.8x, including Moody's standard analytical adjustments and adjustments for the new Houston plant), modest size, single commodity product portfolio (sodium cyanide predominately sold to the mining industry), concentrated customer base and limited diversity of cash flows. The firm started its Houston plant in 2012 and has a limited history generating the higher profits required to support its proposed high debt burden at the current rating level. This is especially important due to the amount of new capacity added to the global market in 2013, which could cause prices and margins to decline. The sodium cyanide market is a relatively small chemical market with few users (predominately mining operations) that largely buy through long-term contracts, such that there is only a small spot market. As a result, there is little external visibility on sodium cyanide market pricing and other conditions. The contracts are generally not "take or pay" contracts such that revenues will fluctuate based on customers' actual rate of production. Current robust sodium cyanide market pricing has not been impacted by new capacity coming onstream in 2012/13 (Cyanco added 78 thousand tons or 7% of global capacity), which is expected to be equivalent to 12% of global capacity. Cyanco does benefit from selling a product necessary for the gold mining industry that is a relatively small part of its customers' production costs and has limited substitution risk. Sodium cyanide demand has been underpinned by increasing gold mine production rates and the processing of lower grade ores, resulting in a relatively tight sodium cyanide market and high margins for producers. Cyanco's EBITDA margins (30% in 2012) are high for a commodity chemical company and has allowed the firm to produce strong retained cash flows. The company has significant market shares in the markets it serves, a limited number of competitors and the ability to contractually pass through volatile raw material cost fluctuations. It benefits from on-purpose production facilities that provide a more reliable supply to customers than some competitors who produce sodium cyanide as a byproduct. Cyanco has good liquidity primarily supported by its positive free cash flow and $15 million cash flow revolver, which is expected to be undrawn at the close of the new financing. In 2013, Moody's expects the company to generate record revenues and EBITDA due to the opening of the new Houston facility. Moreover, Moody's expects the firm's cash flow to benefit from low capital expenditure requirements and low working capital needs, once the new Houston plant is operating at capacity. The new term loan facility has a 50% excess cash flow sweep mechanism and a net first lien leverage covenant. The covenant for this facility has not be formalized, but the company is expected to be comfortably in compliance. The rating currently has limited upside due to elevated leverage and the company's single commodity product business. Moody's could consider upgrading the CFR after Cyanco established a track record of operating its new capacity and if it maintained free cash flow to debt in excess of 10% and reduced leverage below 3.75x on a sustained basis. If Cyanco does not successfully operate its new capacity and sell out the capacity or if leverage were to remain above 5.0x on a sustained basis, the rating could be downgraded. The principal methodology used in rating Cyanco Intermediate Corp. was the Global Chemical Industry Methodology published in December 2009. Other methodologies used include Loss Given Default for Speculative-Grade Non-Financial Companies in the U.S., Canada and EMEA published in June 2009. Cyanco, headquartered in Reno, Nevada, is a producer of a single product, sodium cyanide, sold to the gold mining industry to extract gold from ore. It has two manufacturing sites -- one in Winnemucca, Nevada that services customers in the US, Canada and Mexico and a plant in Houston, Texas (started in 2012) that services US and export markets. It is owned by funds managed by Oak Tree Capital Management, and had revenues of $153 million in 2012. DELTA OIL: Incurs $480K Net Loss in 2012 ---------------------------------------- Delta Oil & Gas, Inc., filed on April 1, 2013, its annual report on Form 10-K for the year ended Dec. 31, 2012. Excelsis Accounting Group, in Reno, Nev., expressed substantial doubt about Delta Oil's ability to continue as a going concern, citing the Company's recurring losses from operations. The Company reported a net loss of $480,254 on $528,991 of revenue in 2012, compared with a net loss of $66,446 on $1.2 million of revenue in 2011. The Company's balance sheet at Dec. 31, 2012, showed $1.8 million in total assets, $75,105 in total liabilities, and stockholders' equity of $1.7 million. A copy of the Form 10-K is available at http://is.gd/pc7HBA Headquartered in Vancouver, Canada, Delta Oil & Gas, Inc., was incorporated under the laws of the State of Colorado on Jan. 9, 2001. The Company is engaged in the acquisition, development and production of oil and natural gas properties in North America. The Company's current focus is on the exploration of its Core land portfolio comprised of working interests in acreage in Eastern Texas, King City, California and the Lonestar Prospect in Colusa County, California. DEX MEDIA WEST: 2014 Loan Trades at 24% Off in Secondary Market --------------------------------------------------------------- Participations in a syndicated loan under which Dex Media West LLC is a borrower traded in the secondary market at 76.04 cents-on- the-dollar during the week ended Friday, April 12, 2013, a rise of 0.38 percentage points from the previous week according to data compiled by LSTA/Thomson Reuters MTM Pricing and reported in The Wall Street Journal. The Company pays 450 basis points above LIBOR to borrow under the facility. The bank loan matures on Oct. 24, 2014. The loan is one of the biggest gainers and losers for the week ended April 12, among 238 widely quoted syndicated loans with five or more bids in secondary trading. About R.H. Donnelley & Dex Media East Dex One, headquartered in Cary, North Carolina, is a local business marketing services company that includes print directories and online voice and mobile search. R.H. Donnelley Corp. and 19 of its affiliates, including Dex Media East LLC, Dex Media West LLC and Dex Media Inc., filed for Chapter 11 protection (Bank. D. Del. Case No. 09-11833 through 09-11852) on May 28, 2009. They emerged from bankruptcy on Jan. 29, 2010. On the Effective Date and in connection with its emergence from Chapter 11, RHD was renamed Dex One Corporation. Dex One reported a net loss of $518.96 million in 2011 compared with a net loss of $923.59 million for the eleven months ended Dec. 31, 2010. DBSI INC: Bosses Charged With Lying About Firm's Finances --------------------------------------------------------- A federal grand jury in Boise, Idaho, on Wednesday indicted the former president and three top officers of bankrupt real estate investment company DBSI Inc. on charges that they represented that the company was profitable when it was actually using new investor funds to pay returns to other investors, according to reporting by Craig Karmin at Dow Jones' DBR Small Cap and Matthew Heller of BankruptcyLaw360. According to the Law360 report, the 83-count indictment includes counts of conspiracy to commit securities fraud, wire fraud, mail fraud and interstate transportation of stolen property arising out of the collapse of DBSI, which filed for bankruptcy in November 2008. About DBSI Inc. Headquartered in Meridian, Idaho, DBSI Inc. and its affiliates were engaged in numerous commercial real estate and non-real estate projects and businesses. On Nov. 10, 2008, and other subsequent dates, DBSI and 180 of its affiliates filed for Chapter 11 protection (Bankr. D. Del. Lead Case No. 08-12687). DBSI estimated assets and debts between $100 million and $500 million as of the Chapter 11 filing. Lawyers at Young Conaway Stargatt & Taylor LLP represent the Debtors as counsel. The Official Committee of Unsecured Creditors tapped Greenberg Traurig, LLP, as its bankruptcy counsel. Kurtzman Carson Consultants LLC is the Debtors' notice claims and balloting agent. Joshua Hochberg, a former head of the Justice Department fraud unit, served as an Examiner and called the seller and servicer of fractional interests in commercial real estate an "elaborate shell game" that "consistently operated at a loss" in his report released in October 2009. McKenna Long & Aldridge LLP was counsel to the Examiner. On Sept. 11, 2009, the Honorable Peter J. Walsh entered an Order appointing James R. Zazzali as Chapter 11 trustee for the Debtors' estates. On Oct. 26, 2010, the trustee won confirmation of the Second Amended Joint Chapter 11 Plan of Liquidation for DBSI, paving the way for it to pay creditors and avoid years of expensive litigation over its complex web of affiliates. The plan, which was declared effective Oct. 29, 2010, was co-proposed by DBSI's unsecured creditors committee. Pursuant to the confirmed Chapter 11 plan, the DBSI Real Estate Liquidating Trust was established as of the effective date and certain of the Debtors' assets, including the Debtors' ownership interest in Florissant Market Place was transferred to the RE Trust. Mr. Zazzali and Conrad Myers were appointed as the post- confirmation trustees. Messrs. Zazzali and Myers are represented by lawyers at Blank Rime LLP and Gibbons P.C. DEJOUR ENERGY: Incurs $11.8-Mil. Net Loss in 2012 ------------------------------------------------- BDO Canada LLP, in Calgary, Alberta, audited Dejour Energy Inc.'s consolidated financial statements as of and for the fiscal year ended Dec. 31, 2012. The independent auditors noted: "Without qualifying our audit opinion, we draw attention to Note 2 in the consolidated financial statements that indicates that the Company has a working capital deficiency of C$8,557,281, an accumulated deficit of C$88,262,350 and was presented subsequent to year end with a Commitment Letter for a new demand credit facility totaling $5,950,000 comprised of a $3,700,000 revolving operating loan and a $2,250,000 non-revolving demand loan. The $2,250,000 non- revolving demand loan is repayable by monthly installments of $200,000 commencing March 25, 2013, and a final payment of $1,450,000 on June 30, 2013. These conditions, with the other matters described in Note 2, indicate the existence of a material uncertainty that may cast substantial doubt about the Company?s ability to continue as a going concern." The Company reported a net loss of C$11.75 million on total revenues and other income of C$5.74 in 2012, compared with a net loss of C$11.04 million on total revenues and other income of $7.17 million in 2011. The Company's balance sheet at Dec. 31, 2012, showed C$27.57 million in total assets, C$17.33 million in total liabilities, and stockholders' equity of C$10.24 million. A copy of the Company's consolidated financial statements for the year ended Dec. 31, 2012, is available at http://is.gd/6v70S9 Based in Vancouver, Canada, Dejour Energy Inc. is an independent oil and natural gas exploration and production company operating projects in North America's Piceance Basin and environs (approximately 129,000 net acres) and Peace River Arch regions (approximately 8,500 net acres). The Company is publicly traded on the New York Stock Exchange MKT (NYSE MKT: DEJ) and Toronto Stock Exchange (TSX: DEJ). DIGITAL DOMAIN: Maturity Date of DIP Loans Extended to June 28 -------------------------------------------------------------- Judge Brendan Linehan Shannon of the U.S. Bankruptcy Court for the District of Delaware entered a fourth order amending the final order authorizing DDMG Estate, f/k/a/ Digital Domain Media Group, Inc., et al., to obtain postpetition financing to further extend the maturity of the DIP Loans from lenders led by Hudson Bay Master Fund Ltd. and use the cash collateral and use of cash collateral from March 30 to June 28, 2013. The DIP Loans and Cash Collateral will be used in accordance to a budget. A full-text copy of the Fourth Amended DIP Order and accompanying budget is available for free at: http://bankrupt.com/misc/DIGITALdipord0410.pdf About Digital Domain Port St. Lucie, Florida-based Digital Domain Media Group, Inc. -- http://www.digitaldomain.com/-- engaged in the creation of original content animation feature films, and development of computer-generated imagery for feature films and trans-media advertising primarily in the United States. Digital Domain Media Group, Inc. and 13 affiliates sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 12-12568) on Sept. 11, 2012, to sell its business for $15 million to Searchlight Capital Partners LP, subject to higher and better offers. The company disclosed assets of $205 million and liabilities totaling $214 million. The Debtors also have sought ancillary relief in Canada, pursuant to the Companies' Creditors Arrangement Act in the Supreme Court of British Columbia, Vancouver Registry. Attorneys at Pachulski Stang Ziehl & Jones serve as counsel to the Debtors. FTI Consulting, Inc.'s Michael Katzenstein is the chief restructuring officer. Kurtzman Carson Consultants LLC is the claims and notice agent. An official committee of unsecured creditors appointed in the case is represented by lawyers at Sullivan Hazeltine Allinson LLC and Brown Rudnick LLP. At a bankruptcy auction, the principal part of the business was purchased by a joint venture between Galloping Horse America LLC, an affiliate of Beijing Galloping Horse Co., and an affiliate of Reliance Capital Ltd., based in Mumbai. The $36.7 million total value of the contact includes $3.6 million to cure defaults on contracts and $2.9 million in reimbursement of payroll costs. As the result of a settlement negotiated by the unsecured creditors' committee with secured lenders, there will be some recovery for the committee's constituency. DIGITAL DOMAIN: Seeks Extension of Exclusive Plan Filing Deadline ----------------------------------------------------------------- DDMG Estate, f/k/a Digital Domain Media Group, Inc., and its debtor affiliates ask the U.S. Bankruptcy Court for the District of Delaware to further extend until July 8, 2013, the period by which they have exclusive right to file a plan and until Sept. 3, the period by which they exclusive right to solicit acceptances of that plan. The Debtors said the requested additional time will permit them to finalize their ongoing litigation investigations and conclude the winding up of their affairs. The Debtors added that they are not seeking an extension of time to pressure their creditors, but to resolve pending matters and to continue to evaluate available options relating to the resolution of their Chapter 11 cases. A hearing on the request is scheduled for April 24, 2013, at 1:00 p.m. Objections are due April 17. About Digital Domain Port St. Lucie, Florida-based Digital Domain Media Group, Inc. -- http://www.digitaldomain.com/-- engaged in the creation of original content animation feature films, and development of computer-generated imagery for feature films and trans-media advertising primarily in the United States. Digital Domain Media Group, Inc. and 13 affiliates sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 12-12568) on Sept. 11, 2012, to sell its business for $15 million to Searchlight Capital Partners LP, subject to higher and better offers. The company disclosed assets of $205 million and liabilities totaling $214 million. The Debtors also have sought ancillary relief in Canada, pursuant to the Companies' Creditors Arrangement Act in the Supreme Court of British Columbia, Vancouver Registry. Attorneys at Pachulski Stang Ziehl & Jones serve as counsel to the Debtors. FTI Consulting, Inc.'s Michael Katzenstein is the chief restructuring officer. Kurtzman Carson Consultants LLC is the claims and notice agent. An official committee of unsecured creditors appointed in the case is represented by lawyers at Sullivan Hazeltine Allinson LLC and Brown Rudnick LLP. At a bankruptcy auction, the principal part of the business was purchased by a joint venture between Galloping Horse America LLC, an affiliate of Beijing Galloping Horse Co., and an affiliate of Reliance Capital Ltd., based in Mumbai. The $36.7 million total value of the contact includes $3.6 million to cure defaults on contracts and $2.9 million in reimbursement of payroll costs. As the result of a settlement negotiated by the unsecured creditors' committee with secured lenders, there will be some recovery for the committee's constituency. DIGITAL GENERATION: S&P Retains 'B+' Corporate Credit Rating ------------------------------------------------------------ Standard & Poor's Ratings Services revised its issue and recovery ratings on Digital Generation Inc.'s amended $457.7 million secured credit facility. The corporate credit rating on Digital Generation remains at 'B+' and the outlook is negative. The amended credit facility consists of a $50 million revolving credit facility due 2016 and a $407.7 million term loan B due 2018. S&P raised the issue-level rating to 'BB-' (one notch higher than the corporate credit rating) from 'B+'. At the same time, S&P revised the recovery rating to '2', indicating its expectation for substantial (70% - 90%) recovery of principal in a payment default, from '3'. The rating actions are based on the amended credit agreement incorporating higher term loan amortization than initially assumed. The higher amortization results in lower secured debt balance outstanding at a hypothetical default, resulting in higher recovery of principal for debtholders. The negative outlook is based on S&P's concerns that revenue growth at its online segment won't be able to offset anticipated decline at its TV segment. More specifically, if S&P concludes that Digital Generation won't be able to maintain flat revenues in 2013, it could lower the rating. S&P expects overall online advertising to grow steadily over the medium term as advertisers allocate a greater portion of their marketing budgets to online media. With the difficult integration of MediaMind largely complete, Digital Generation should be in a better position to benefit from this favorable secular trend. S&P is expecting high- single-digit percentage growth in online segment revenues in 2013 before reaching double-digit percentage growth in 2014. On the other hand, S&P expects that Digital Generation's revenues from electronic delivery of TV content will decrease at a mid-single- digit percent rate over the medium term as price deterioration of high definition (HD) delivery combined with volume decreases at standard definition (SD) more than offset volume increases of HD delivery. For 2013, S&P's base case assumes flat revenue and EBITDA as growth in online revenues offset the decline in TV revenues. Adjusted debt leverage (inclusive of $76 million in operating lease adjustment) at the end of 2012 was 4.1x. Based on S&P's 2013 base case, it expects that adjusted debt leverage will be near 3.5x by the end of 2013. RATINGS LIST Digital Generation Inc. Corporate Credit Rating B+/Negative/-- Upgrade; Recovery Rating Revised Digital Generation Inc. To From $457.7M secured credit facility BB- B+ Recovery Rating 2 3 EASTMAN KODAK: Time to Remove Civil Actions Moved to Aug. 11 ------------------------------------------------------------ Eastman Kodak Co. obtained a court order giving the company additional time to remove civil actions. The court order extended the deadline to Aug. 11, 2013, or 30 days after entry of a court order terminating the automatic stay that was applied to the civil actions. As of Jan. 19, 2012, Kodak is involved in about 100 civil actions pending in U.S. federal and state courts. About Eastman Kodak Rochester, New York-based Eastman Kodak Company and its U.S. subsidiaries on Jan. 19, 2012, filed voluntarily Chapter 11 petitions (Bankr. S.D.N.Y. Lead Case No. 12-10202) in Manhattan. Subsidiaries outside of the U.S. were not included in the filing and are expected to continue to operate as usual. Kodak, founded in 1880 by George Eastman, was once the world's leading producer of film and cameras. Kodak sought bankruptcy protection amid near-term liquidity issues brought about by steeper-than-expected declines in Kodak's historically profitable traditional businesses, and cash flow from the licensing and sale of intellectual property being delayed due to litigation tactics employed by a small number of infringing technology companies with strong balance sheets and an awareness of Kodak's liquidity challenges. In recent years, Kodak has been working to transform itself from a business primarily based on film and consumer photography to a smaller business with a digital growth strategy focused on the commercialization of proprietary digital imaging and printing technologies. Kodak has 8,900 patent and trademark registrations and applications in the United States, as well as 13,100 foreign patents and trademark registrations or pending registration in roughly 160 countries. Attorneys at Sullivan & Cromwell LLP and Young Conaway Stargatt & Taylor, LLP, serve as counsel to the Debtors. FTI Consulting, Inc., is the restructuring advisor. Lazard Freres & Co. LLC, is the investment banker. Kurtzman Carson Consultants LLC is the claims agent. The Official Committee of Unsecured Creditors has tapped Milbank, Tweed, Hadley & McCloy LLP, as its bankruptcy counsel. Michael S. Stamer, Esq., David H. Botter, Esq., and Abid Qureshi, Esq., at Akin Gump Strauss Hauer & Feld LLP, represent the Unofficial Second Lien Noteholders Committee. The Retirees Committee has hired Haskell Slaughter Young & Rediker, LLC, and Arent Fox, LLC as Co-Counsel; Zolfo Cooper, LLC, as Bankruptcy Consultants and Financial Advisors; and the Segal Company, as Actuarial Advisors. Robert J. Stark, Esq., Andrew Dash, Esq., and Neal A. D'Amato, Esq., at Brown Rudnick LLP, represent Greywolf Capital Partners II; Greywolf Capital Overseas Master Fund; Richard Katz, Kenneth S. Grossman; and Paul Martin. Kodak completed the $527 million sale of digital-imaging technology on Feb. 1, 2013. Kodak intends to reorganize by focusing on the commercial printing business. EDISON MISSION: Court Sets June 17 as Claims Bar Date ----------------------------------------------------- U.S. Bankruptcy Judge Jacqueline P. Cox set these deadlines for filing proofs of claim in the Chapter 11 case of Edison Mission Energy and its affiliated: * June 17, 2013, as the general deadline for Claimants (other than governmental units) to file prepetition claims; * June 17, 2013, as the deadline for governmental units to file prepetition claims; and The Bar Date by which a Proof of Claim relating to the Debtors' rejection of such contract or lease must be filed by the latest of: (a) the General Bar Date; (b) 30 days after the date of the entry of any order authorizing the rejection of an executory contract or unexpired lease; and (c) 30 days after the effective date of the rejection of executory contract or unexpired lease. 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. EDISON MISSION: Lease Decision Period Extended to July 15 --------------------------------------------------------- U.S. Bankruptcy Judge Jacqueline P. Cox has ordered that the time period within which the Debtors must assume or reject unexpired leases (other than the leveraged leases with respect to the Debtors' Powerton Generating Station and Units 7 and 8 of the Debtors' Joliet Generating Station) pursuant to section 365 (d)(4)(B)(i) of the Bankruptcy Code is extended through and including July 15,2013. The time period within which the Debtors must assume or reject the Powerton-Joliet Leases pursuant to section 365(d)(4)(B)(i) of the Bankruptcy Code is extended through and including July 1, 2013. 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. EDISON MISSION: Has Interim OK to Use Existing Cash Mgt. System --------------------------------------------------------------- The Bankruptcy Court has authorized, in a second interim order, Edison Mission Energy and its affiliates, to continue using their existing cash management system and maintain existing bank accounts business forms and investment practices. The Debtors are also authorized to continue intercompany transactions and grant superpriority administrative expense status to postpetition intercompany payments. The final hearing on the motion is set on May 15, 2013, and objections, if any, are due on May 8, 2013. 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. ESP RESOURCES: Incurs $5.1-Mil. Net Loss in 2012 ------------------------------------------------ ESP Resources, Inc., filed on March 29, 2013, its annual report on Form 10-K for the year ended Dec. 31, 2012. The Company reported a net loss of $5.08 million on $18.09 million of sales in 2012, compared with a net loss of $4.33 million on $11.13 million of sales in 2011. The Company's balance sheet at Dec. 31, 2012, showed $8.27 million in total assets, $8.54 million in total liabilities, and stockholders' deficit of $266,488. A copy of the Form 10-K is available at http://is.gd/tcBJag The Woodlands, Texas-based ESP Resources, Inc., through its subsidiaries, manufactures, blends, distributes and markets specialty chemicals and analytical services to the oil and gas industry and also provides services for the upstream, midstream and downstream sectors of the energy industry, including new construction, major modifications to operational support for onshore and offshore production, gathering, refining facilities and pipelines designed to optimize performance and increase operators' return on investment. EURAMAX HOLDINGS: Incurs $36.7 Million Net Loss in 2012 ------------------------------------------------------- Euramax Holdings, Inc., filed with the U.S. Securities and Exchange Commission its annual report on Form 10-K disclosing a net loss of $36.76 million on $837.14 million of net sales for the year ended Dec. 31, 2012, as compared with a net loss of $62.71 million on $933.67 million of net sales in 2011. The Company incurred a net loss of $38.54 million in 2010. For the three months ended Dec. 31, 2012, the Company incurred a net loss of $11.88 million on $195.49 million of net sales, as compared with a net loss of $25.21 million on $219.66 million of net sales for the quarter ended Dec. 30, 2011. Euramax Holdings' balance sheet at Dec. 31, 2012, showed $594.42 million in total assets, $680.41 million in total liabilities and a $85.99 million total shareholders' deficit. President and CEO Mitchell B. Lewis commented, "Our 2012 financial results were highlighted by a $1.1 million increase in operating income driven by meaningful improvement from our U.S. segments. Despite a continuation of relatively soft market demand and the negative impact of severe drought conditions in 2012, operating income for our U.S segments improved $6.8 million, or 47.6%. Improvement resulted from modest recovery in end market demand in our commercial construction, RV, and transportation markets and our initiatives to pursue operations efficiency gains and achieve procurement savings. Our European operations continued to be negatively impacted by the economic challenges in Europe, which significantly impacted demand in our end markets in 2012. In addition to our continued emphasis on product and business development, we continue to pursue organizational initiatives in Europe to reduce operating costs and improve efficiency in response to the current economic climate. We expect these European initiatives, combined with the improvement in our U.S. operating results, will contribute to higher levels of operating performance as our markets recover." A copy of the Form 10-K is available for free at: http://is.gd/gbni0t About Euramax Holdings Euramax Holdings Inc. is an international producer of metal and vinyl products sold to the residential repair and remodel, non- residential construction and recreational vehicle markets primarily in North America and Europe. It considers itself a leader in several niche product categories, including preformed roof-drainage products sold in the U.S., metal roofing and siding for wood frame construction in the U.S., and aluminum siding for towable RVs in the U.S. and Europe. * * * In December 2012, Moody's Investors Service downgraded Euramax International's corporate family rating and probability of default rating to Caa2 from Caa1. The downgrade reflects Moody's expectation that the turmoil in global financial markets and weakness in Europe will continue to hamper Euramax's revenues and operating margins as well as weaken key credit metrics. Euramax carries a "B-" long-term debt ratings from Standard & Poor's. FLAT OUT: Committee Has Court's Nod to Hire Kelley Drye as Counsel ------------------------------------------------------------------ The Official Committee of Unsecured Creditors of Flat Out Crazy, LLC, et al., sought and obtained authorization from the Hon. Robert D. Drain of the U.S. Bankruptcy Court for the Southern District of New York to retain the law firm of Kelley Drye & Warren LLP as counsel, nunc pro tunc to Feb. 15, 2013. Kelley Drye will, among other things, assist and advise the Committee in its consultation with the Debtors in connection with the administration of these cases, at these hourly rates: Eric R. Wilson, Partner $670 Robert L. LeHane, Partner $610 Benjamin D. Feder, Special Counsel $645 Casey B. Boyle, Associate $480 Catherine L. Thompson, Associate $345 Marie Vicinanza, Paralegal $240 Eric R. Wilson, Esq., a partner at Kelley Drye, attested to the Court that the firm is a "disinterested" person as such term is defined in Section 101(14) of the Bankruptcy Code. About Flat Out Crazy Flat Out Crazy LLC and its affiliates operate two Asian-inspired restaurant chains that began in Chicago. Flat Top Grill, which currently has 15 locations, is a full-service fast-casual create- your-own stir-fry concept. Stir Crazy Fresh Asian Grill, which has 11 locations, is a full-service casual Asian restaurant offering the flavors of Chinese, Japanese, Thai and Vietnamese food. The Debtors have 1,200 employees. Flat Out Crazy and 13 affiliates sought Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 13-22094) in White Plains, New York on Jan. 25, 2013. The Debtors have tapped Squire Sanders (US) LLP as counsel; Kurtzman Carson Consultants, LLC, as claims, noticing and administrative agent; William H. Henrich and Mark Samson from Getzler Henrich as their co-chief restructuring officers; and J.H. Chapman Group, L.L.C, as their investment bankers. The Debtors disclosed total assets of $28.0 million and liabilities of $37.5 million as of Nov. 28, 2012. An official committee of unsecured creditors has been appointed in the Debtors' cases. Tracy Hope Davis, the U.S. Trustee for Region 2, appointed Alan Chapell, as the consumer privacy ombudsman in the Debtors' cases. FLURIDA GROUP: Reports $155K Net Income in 2012 ----------------------------------------------- Flurida Group, Inc., filed on March 29, 2013, its annual report on Form 10-K for the fiscal year ended Dec. 31, 2012. Enterprise CPAs, Ltd., in Chicago, says that the Company's customer concentration may raise doubt about its ability to continue as a going concern. As discussed in Note E of the consolidated financial statements for the year ended Dec. 31, 2012: "Because of the concentration of the customer and supplier base and Company's heavily reliance on the Electrolux and its subsidiaries, Company may face the difficulty as going concern." The Company's significant customers are Electrolux and its subsidiaries located in various countries. The Company reported net income of $155,091 on $16.0 million of revenues in 2012, compared with net income of $200,501 on $13.8 million of revenues in 2011. The Company's balance sheet at Dec. 31, 2012, showed $4.2 million in total assets, $2.4 million in total liabilities, and shareholders' equity of $1.8 million. A copy of the Form 10-K is available at http://is.gd/48WsWY Based in Chicago, Flurida Group, Inc.'s main business is the sale of appliance parts in Asia, Europe, Australia, North and South America. The Company also sold stove, thermostat and other electronic components in 2012. FOUR OAKS: Incurs $5.4 Million Net Loss in Fourth Quarter --------------------------------------------------------- Four Oaks Fincorp, Inc., the holding company for Four Oaks Bank & Trust Company, unveiled the results for the fourth quarter ended Dec. 31, 2012. Four Oaks incurred a net loss of $5.4 million for the fourth quarter as compared with a net loss of $3.1 million for the same period a year ago. The Company said its bank unit is well capitalized at Dec. 31, 2012, with total risk based capital of 10.20%, tier 1 risk based capital of 8.93%, and leverage ratio of 5.01%. At Dec. 31, 2011, the Bank had total risk based capital of 9.88%, tier 1 risk based capital of 8.70%, and leverage ratio of 5.68%. The Company had total risk based capital of 10.16%, tier 1 risk based capital of 5.92%, and leverage ratio of 3.33% at Dec. 31, 2012, as compared to 10.54%, 7.25%, and 4.70%, respectively, at Dec. 31, 2011. "We continue actively assessing our alternatives for preserving and improving capital, which may include increasing tangible common equity and regulatory capital, reducing our balance sheet, or other strategies." Chairman, President, and Chief Executive Officer, Ayden R. Lee, Jr. states, "While we recognize the benefits to capital and operating costs of selling our most southern branches, we will nonetheless miss the opportunity to work with the customers and banking professionals from those offices. Loan losses and the expense of carrying high levels of nonperforming assets (NPAs) continued to erode our earnings in 2012. Our special assets team is diligently working to reduce NPAs either by returning them to performing status or moving them off our books. We applaud the improvements to date and anticipate further improvements over the coming months. We truly appreciate the opportunity to serve our customers as an independent community bank, as we have done for over 100 years." A copy of the press release is available for free at: http://is.gd/KCPquL About Four Oaks Based in Four Oaks, North Carolina, Four Oaks Fincorp, Inc., is the bank holding company for Four Oaks Bank & Trust Company. The Company has no significant assets other than cash, the capital stock of the bank and its membership interest in Four Oaks Mortgage Services, L.L.C., as well as $1,241,000 in securities available for sale as of Dec. 31, 2011. Four Oaks incurred a net loss of $6.96 million in 2012, as compared with a net loss of $9.09 million in 2011. The Company's balance sheet at Dec. 31, 2012, showed $865.49 million in total assets, $842.82 million in total liabilities and $22.67 million in total shareholders' equity. The Company, in its annual report for the year ended Dec. 31, 2012, said, "The Company and the Bank entered into a formal written agreement (the "Written Agreement") with the Federal Reserve Bank of Richmond ("FRB") and the North Carolina Office of the Commissioner of Banks ("NCCOB") that imposes certain restrictions on the Company and the Bank. . . . A material failure to comply with the Written Agreement's terms could subject the Company to additional regulatory actions and further restrictions on its business, which may have a material adverse effect on the Company's future results of operations and financial condition." "In order for the Company and the Bank to maintain its well capitalized position under federal banking agencies' guidelines, management believes that the Company may need to raise additional capital to absorb the potential future credit losses associated with the disposition of its nonperforming assets. Management is in the process of evaluating various alternatives to increase tangible common equity and regulatory capital through the issuance of additional equity. The Company is also working to reduce its balance sheet to improve capital ratios and is actively evaluating a number of capital sources, asset reductions and other balance sheet management strategies to ensure that the projected level of regulatory capital can support its balance sheet long-term. There can be no assurance as to whether these efforts will be successful, either on a short-term or long-term basis. Should these efforts be unsuccessful, the Company may be unable to discharge its liabilities in the normal course of business. There can be no assurance that the Company will be successful in any efforts to raise additional capital during 2013," the Company said. GEOKINETICS INC: U.S. Trustee's Plan Objection Filed ---------------------------------------------------- BankruptcyData reported that the U.S. Trustee assigned to the Geokinetics case filed with the U.S. Bankruptcy Court an objection to the Debtors' Modified Joint Chapter 11 Plan of Reorganization, stating that, "the Plan is not presently confirmable because it contains an exculpation provision that is contrary to applicable law in this District." The plan calls for holders of $300 million in 9.75% senior secured notes to take ownership in exchange for debt, for a predicted 70% recovery. Before bankruptcy, holders of 85% of the notes voted for the plan, as did holders of all the preferred stock. Holders of $141 million in preferred stock are to receive $6 million in cash for a 4% recovery, according to the disclosure statement. Unsecured creditors with up to $13.2 million in claims will be paid in full. Existing common stock will be canceled. The Court is scheduled to consider both the Disclosure Statement and Plan on April 25, 2013. About Geokinetics Inc. Headquartered in Houston, Texas, Geokinetics Inc., a Delaware corporation founded in 1980, provides seismic data acquisition, processing and integrated reservoir geosciences services, and land, transition zone and shallow water OBC environment geophysical services. Geokinetics Inc. and its nine affiliates sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 13-10472) on March 10, 2013, with a prepackaged Chapter 11 plan that converts $300 million of senior secured notes into 100% of the reorganized Company's common stock. Akin Gump Strauss Hauer & Feld LLP serves as counsel to the Debtors; Richards, Layton & Finger, P.A., is co-counsel; Rothschild Inc. is the financial advisor and investment banker; UHY LLP is the independent auditor; and GCG, Inc., is the claims agent and administrative agent. GENERAL MOTORS: New York, Old GM in $5.5MM Environmental Deal ------------------------------------------------------------- Debbie Cai, writing for Dow Jones Newswires, reported that the U.S. and New York State have entered into a $5.5 million settlement with the former General Motors Corp. (GM), now referred to as Old GM, for environmental liabilities at a site contaminated with hazardous substances in New York, the Justice Department said. According to the report, the agreement with the trust responsible for winding up the affairs of Chapter 11 debtor Motors Liquidation Company, concerns environmental liabilities for damages to natural resources at the Onondaga Lake Superfund site in Onondaga County, N.Y.. It was lodged in Manhattan bankruptcy court on Monday, according to the U.S. Attorney for the Southern District of New York. Dow Jones related that the agreement is the 13th and final agreement in a series of settlements resolving the environmental obligations and liabilities of Old GM, according to the statement. Those settlements have collectively resulted in recoveries or allowed claim amounts totaling about $904.5 million. According to a claim filed by the U.S. in the Old GM bankruptcy, Old GM for over four decades molded, painted, finished and assembled metal and plastic automobile parts at its Inland Fisher Guide facility, which was adjacent to a tributary of Onondaga Lake, the report related. The U.S. alleged that Old GM discharged hazardous substances including PCBs, or polychlorinated biphenyl, that resulted in significant contamination. 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. GIBRALTAR KENTUCKY: Sale Hearing Continued to April 19 ------------------------------------------------------ The hearing on the sale of substantially all of the assets of Gibraltar Kentucky Development, LLC, is continued to April 19, 2013, at 1:30 p.m. Proceeds from the sale of the Debtor's assets will be used to fund its plan of reorganization. About Gibraltar Kentucky Gibraltar Kentucky Development, LLC, filed a Chapter 11 bankruptcy petition (Bankr. S.D. Fla. Case No. 12-13289) on Feb. 10, 2012, in West Palm Beach, Florida. Palm Beach Gardens-based Gibraltar Kentucky says that it is not a small business debtor under 11 U.S.C. Sec. 101(51D). Documents attached to the petition indicate that McCaugh Energy LLC owns 42.15% of the "fee simple" securities. The Chapter 11 case was converted to one under Chapter 7. According to the Web site http://www.gibraltarenergygroup.com/ Gibraltar Kentucky is part of the Gibraltar Energy Group. The various companies of the group are involved with the drilling, development and production of oil and gas, as well as, the sale of coal and timber. Offices are in Michigan and Florida and investments are in Michigan and Kentucky. Judge Erik P. Kimball presides over the case. David L. Merrill, Esq., at Talarchyk Merrill, LLC, serves as the Debtor's counsel. The Debtor disclosed $175,395,449 in assets and $1,193,516 in liabilities as of the Chapter 11 filing. The petition was signed by Bill Boyd, as manager. Steven R. Turner, Trustee for Region 21, has informed the Court that, until further notice, he will not appoint a committee of creditors. GLOBAL CLEAN: Incurs $3.3-Mil. Net Loss in 2012 ----------------------------------------------- Global Clean Energy Holdings, Inc., filed on March 29, 2013, its annual report on Form 10-K for the year ended Dec. 31, 2012. Hansen, Barnett & Maxwell, P.C., in Salt Lake City, Utah, expressed substantial doubt about Global Clean's ability to continue as a going concern. The independent auditors noted that the Company has incurred significant losses from current operations, used a substantial amount of cash to maintain its operations and has a large working capital deficit. The Company reported a net loss of $3.3 million on $1.1 million of total revenue in 2012, compared with a net loss of $779,118 on $1.3 million of total revenue in 2011. The Company's balance sheet at Dec. 31, 2012, showed $19.5 million in total assets, $15.1 million in total liabilities, and shareholders' equity of $4.4 million. A copy of the Form 10-K is available at http://is.gd/E3MOYv Long Beach, Cal.-based Global Clean Energy Holdings, Inc., is a multi-national, energy agri-business focused on the development of non-food based bio-feedstocks. GMX RESOURCES: U.S. Trustee Forms 7-Member Creditors Committee -------------------------------------------------------------- U.S. Trustee Richard A. Wieland has appointed seven entities to the Official Committee of Unsecured Creditors in the Chapter 11 cases of GMX Resources Inc., et al.: 1. Bank of New York Mellon 601 Travis Street, 16th Floor Houston, TX 77002 Representative: Dennis Roemlein Telephone: 713-483-6531 2. Penn Virginia Corporation 840 Gessner, Suite 800 Houston, TX 77024 Representative: John Brooks Telephone: 713-722-6545 3. MBI Energy Logistics LLC 12980 35th Street SW Belfield, ND 58622 Representative: Tony Hauck Telephone: 701-575-8242 4. East Texas Exploration, LLC 775 W. Covell Road, Suite 100 Edmond, OK 73003 Representative: Terry Shyer Telephone: 405-562-9222 5. Pyramid Tubular Products, L.P. 2 Northpoint Drive, Suite 610 Houston, TX 77060 Representative: Kenneth Richmond Telephone: 281-405-8090 6. C&J Energy Services, Inc. 10375 Richmond Ave, Suite 1910 Houston, TX 77042 Representative: Mark Cashiola Telephone: 713-260-9910 7. Dual Trucking and Transport, LLC P.O. Box 590 Houma, LA 70361 Representative: Walter Berry Telephone: 985-223-8878 About GMX Resources GMX Resources Inc. -- http://www.gmxresources.com/-- is an independent natural gas production company headquartered in Oklahoma City. 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 balances sheet at Sept. 30, 2012, showed $343.14 million in total assets and $467.64 million in total liabilities. GMX Resources filed a Chapter 11 petition in its hometown (Bankr. W.D. Okla. Case No. 13-bk-11456) on April 1, 2013, so secured lenders can buy the business in exchange for $324.3 million in first-lien notes. As of the Petition Date, GMXR had long-term debt of approximately $427 million (outstanding principal amount): Outstanding Principal --------- Senior Secured Notes due December 2017 $324,340,000 Senior Secured Second-Priority Notes due 2018 $51,500,000 Convertible Senior Notes due May 2015 $48,296,000 Senior Notes due February 2019 $1,970,000 Joint Venture Financing $1,261,000 ------------ Total $427,367,000 The Debtors tapped Andrews Kurth, LLP, as bankruptcy counsel, Crowe & Dunlevy as conflicts counsel, Jefferies LLC as investment banker, and Epiq Bankruptcy Solutions LLC, as claims and notice agent. GMX RESOURCES: Final DIP Hearing on April 18 -------------------------------------------- GMX Resources Inc. and its affiliates on April 18 will seek final approval of their request to obtain up to $50 million of postfinancing from certain secured noteholders. Objections to the request to access financing and use the prepetition lenders' cash collateral are due April 13. Bankruptcy Judge Sara A. Hall on April 3 granted interim approval of the DIP financing, allowing the Debtors to access $20 million in the interim. A copy of the order is available for free at http://bankrupt.com/misc/GMX_Interim_DIP_Order.pdf GMXR reached an agreement with certain holders of the senior secured notes to provide DIP financing of up to $50 million to fund a process for the orderly sale of the Debtors' assets pursuant to Section 363 of the Bankruptcy Code. The salient terms of the DIP financing agreement are: * The DIP Facility will be comprised of a super-priority priming multi-draw term loan facility in an aggregate principal amount of up to $50 million. * The DIP Facility commitment is backstopped by one or more entities or accounts managed by Chatham Asset Management, LLC, GSO Capital Partners, Omega Advisors, Inc., and Whitebox Advisors LLC. The backstop lenders currently hold or manage in the aggregate slightly more than 80% of the outstanding amount of the senior secured notes. * Cantor Fitzgerald Securities serves as administrative and collateral agent. * The DIP Lenders will be granted a perfected first priority lien in the proceeds of any avoidance action brought pursuant to Section 502(d), 544, 545, 547, 548, 549, 550 and 553 of the Bankruptcy Code. * Borrowings under the DIP facility will be repaid in full, and the commitments thereunder will terminate, on the earliest to occur of (i) the six-month anniversary of the Petition Date, (ii) the date a Sale Transaction has been consummated, (iii) substantial consummation of a plan of reorganization that has been confirmed by an order of the Bankruptcy Court and (iv) acceleration of the DIP facility. * The Debtors are required to achieve these milestones: (i) the Debtors will use commercially reasonable efforts to file the sale motion within 20 days following the Petition Date; (ii) the bid procedures proposed by the sale motion will have been approved by the Court within 30 days after filing the sale motion; (iii) an order approving the sale of GMXR's assets will have been entered within 75 days following the entry of the bankruptcy court order approving the bid procedures; and (iv) the transaction approved by the sale order will have been consummated within 15 days of the entry of the sale order. * To account for the diminution in value of their collateral, the first lien lenders will receive adequate protection liens, superpriority claims, and payment of unpaid interest, and second lien lenders will receive adequate protection liens and superpriority claims. A copy of the DIP Credit Agreement is available for free at: http://bankrupt.com/misc/GMX_DIP_Credit_Agreement.pdf Objections East Texas Exploration, LLC, and EDF Trading North America, LLC, have conveyed limited objections to the Debtors' motion. East Texas Exploration, owner of certain oil and gas properties, asserts secured and senior reclamation rights and priority rights under 11 U.S.C. Sec. 503(b)(9). It does no consent to the use of its cash collateral. EDF, which entered into an agreement for the sale of hydrocarbons and material commodity hedge agreements with the Debtors prepetition, says that cash collateral to be accessed by the Debtors should not include proceeds from the sale, and that property previously conveyed to EDF should be excluded from the collateral being pledged to the DIP lenders. Other First Day Motions On April 3, the bankruptcy judge approved other first day motions filed by the Debtors. GMX obtained approval to, among other things, pay prepetition claims of royalty interest owners, lien claimants and employees. The Debtors sought authority to pay in the ordinary course of business up to $18 million for all undisputed, liquidated, prepetition amounts owing with respect to: (i) non-operating working interest owners; (ii) operators for unpaid joint-interest billings and similar claims ("JIBs"); and (iii) third parties, including vendors, contractors, drillers, haulers and suppliers of oil and gas related services who may have, or may be entitled to, liens under applicable state law. The Debtors also requested authority to pay up to $1.5 million for critical vendor payments to two seismic data providers that do not have statutory liens. The interim order provides that payments lien claimants will be limited to the AP Payment line item in the weekly cash flow budget for the weeks ending April 5 and April 12, 2013. The relief requested authorizing the Debtors to pay amounts to lien claimants in excess of the interim cap and authorizing the Debtors to pay the critical vendors payments will be set for hearing on April 18, 2013 at 1:30 p.m. (CT). The Debtors sought authority to pay royalty owed to mineral owners that are parties to oil and gas leases with the Debtors totaling up to $4.0 million. On average the Debtors pay $1.3 million to royalty interest holders in Texas and $400,000 to royalty interest holders outside of Texas (mostly in North Dakota and Montana) monthly. At the Debtors' behest, the Court has extended by 18 days, through May 3, 2013, the deadline for the Debtors to file their schedules of assets and liabilities and statements of financial affairs. Parties' Attorneys EDF Trading North America is represented by: Timothy D. Kline, Esq. PHILLIPS MURRAH P.C. Corporate Tower, 13th Floor 101 N. Robinson Ave. Oklahoma City, OK 73102 Tel: (405) 235-4100 Fax: (405) 235-4133 - and - Tom A. Howley, Esq. JONES DAY 717 Texas Avenue, Suite 3300 Houston, TX 77002 Tel: (832) 239-3939 Fax: (832) 239-6000 East Texas Exploration is represented by: Stephen J. Moriarty, Esq. Doneen Douglas Jones, Esq. FELLERS, SNIDER, BLANKENSHIP, BAILEY & TIPPENS 100 North Broadway, Suite 1700 Oklahoma City, OK 73102-8820 Tel: (405) 232-0621 Fax: (405) 232-9659 Cantor Fitzgerald Securities, the DIP agent, is represented by: Steven B. Smith, Esq. EDWARDS WILDMAN PALMER LLP, 750 Lexington Avenue New York, NY 10002 The Steering Committee of Prepetition First Lien Noteholders and the Back-Stop Lenders are represented by: Andrew Rosenberg, Esq. Brian Hermann, Esq. PAUL, WEISS, RIFKIND, WHARTON & GARRISON LLP 1285 Avenue of the Americas New York, NY 10019-6064 - and - Steven Bugg, Esq. McAFEE & TAFT Two Leadership Square, 211 N. Robinson Oklahoma City, Oklahoma 73102, Certain prepetition Second Lien Noteholders are represented by Brown Rudnick, LLP. About GMX Resources GMX Resources Inc. -- http://www.gmxresources.com/-- is an independent natural gas production company headquartered in Oklahoma City. 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 balances sheet at Sept. 30, 2012, showed $343.14 million in total assets and $467.64 million in total liabilities. GMX Resources filed a Chapter 11 petition in its hometown (Bankr. W.D. Okla. Case No. 13-bk-11456) on April 1, 2013, so secured lenders can buy the business in exchange for $324.3 million in first-lien notes. As of the Petition Date, GMXR had long-term debt of approximately $427 million (outstanding principal amount): Outstanding Principal --------- Senior Secured Notes due December 2017 $324,340,000 Senior Secured Second-Priority Notes due 2018 $51,500,000 Convertible Senior Notes due May 2015 $48,296,000 Senior Notes due February 2019 $1,970,000 Joint Venture Financing $1,261,000 ------------ Total $427,367,000 The Debtors tapped Andrews Kurth, LLP, as bankruptcy counsel, Crowe & Dunlevy as conflicts counsel, Jefferies LLC as investment banker and Epiq Bankruptcy Solutions, LLC as claims and notice agent. GMX RESOURCES: 341(a) Meeting of Creditors on May 6 --------------------------------------------------- There's a meeting of creditors in the Chapter 11 cases of GMX Resources Inc. and its affiliates on May 6, 2013, at 2:00 p.m. The meeting will be held at 1st Floor, Room 113, 215 Dean A. McGee Avenue, Oklahoma City, OK. This is the first meeting of creditors required under Section 341(a) of the Bankruptcy Code in all bankruptcy cases. All creditors are invited, but not required, to attend. This meeting of creditors offers the one opportunity in a bankruptcy proceeding for creditors to question a responsible office of the Debtor under oath about the company's financial affairs and operations that would be of interest to the general body of creditors. GMX RESOURCES: Proposes Jefferies as Investment Banker ------------------------------------------------------ GMX Resources Inc. and its affiliates seek approval to employ Jefferies LLC as investment banker. The professional services that Jefferies will render to the Debtors may include, without limitation, the following: (a) Investment banking and advisory services: provide advice and assistance to the Debtors in connection with analyzing, structuring, negotiating and effecting, and acting as exclusive financial advisor to the Debtors in connection with, any restructuring of the Debtors' outstanding indebtedness. (b) Financial advisory services: (i) familiarize itself with, to the extent that Jefferies deems appropriate, and analyze the business, operations, properties, financial condition and prospects of the Debtors; (ii) advise the Debtors on the current state of the "restructuring market"; (iii) assist and advise the Debtors in developing the terms of and a general strategy for accomplishing a restructuring; (iv) assist and advise the Debtors in implementing a restructuring; (v) assist and advise the Debtors in evaluating and analyzing a restructuring, including the value of the securities or debt instruments, if any, that may be issued in any such restructuring; and (vi) render other financial advisory services as may from time to time be agreed upon by the Debtors and Jefferies. The Debtors believe that Jefferies does not hold any interest adverse to the Debtors' estates and is a "disinterested person" as that term is defined in 11 U.S.C. Section 101(14). The Debtors will compensate Jefferies in accordance with this compensation structure: (a) Monthly Fee. A monthly advisory fee equal to $125,000 per month. The first three monthly fee payments actually paid to Jefferies will be credited against any Restructuring Fee; (b) Restructuring Fee. Upon consummation of a Restructuring, a restructuring fee in an amount equal to $2 million; (c) Debt Financing Fee. Promptly upon the closing of each Financing involving Debt Securities or Bank Debt, a fee equal to 1.0% of the aggregate principal amount of any secured debt, and 3.0% of the aggregate principal amount of any unsecured debt; provided, however, that Jefferies shall not receive any fee in connection with any debtor-in- possession financing; provided, further, that upon any Financing incurred in connection with the Debtors' exit from bankruptcy, Jefferies will only receive a Debt Financing Fee on amounts in excess of the DIP Financing then outstanding; and (d) Equity Financing Fee. Promptly upon the closing of each Financing involving Equity Securities, the Company shall pay to Jefferies a fee in an amount equal to 5.0% of the aggregate gross proceeds received or to be received from the sale of Equity Securities, including, without limitation, aggregate amounts committed by investors to purchase Equity Securities. Additionally, the Debtors have agreed to reimburse Jefferies for all out-of-pocket expenses. The Court granted interim approval of the application. If no objections are filed within 21 working days after April 3, the order will become a final order. Prepetition Effort GMXR said that prior to the Petition Date, it sought to raise capital through debt and equity offerings but was unsuccessful. In January 2013, Credit Suisse was retained by GMXR and attempted to raise $75 million in common stock and $75 million in convertible senior notes by targeting approximately 30 potential investors. Approximately 14 of the 30 potential investors signed non-disclosure agreements to conduct due diligence. There were face-to-face meetings with 9 of the potential investors. There was insufficient interest to consummate any convertible notes or equity transaction. On Feb. 8, 2013, Jefferies was retained by GMXR in an attempt to raise $25 million or greater in common stock and $75 million or greater in convertible senior notes by targeting approximately 70 potential but different investors. Approximately 25 of the 70 potential investors signed non-disclosure agreements to conduct due diligence. There were face-to-face meetings with 9 of the potential investors. Again, there was insufficient interest to consummate any convertible notes or equity transaction. In addition to engaging Credit Suisse and Jefferies, GMXR sought the assistance of two additional investment banking firms that chose not to pursue fund raising activities on behalf of GMXR. On March 4, 2013, GMXR elected not to make an interest payment due on its Second-Priority Notes. This missed payment triggered a number of cross defaults under the indentures for the Senior Secured Notes and the 4.50% Convertible Notes. GMXR said it filed the chapter 11 cases to preserve its going concern value as it moves forward with the marketing, auction and sale process of substantially all of its assets. After good-faith, arm's-length negotiations, GMXR reached an agreement with certain holders of the Senior Secured Notes to provide DIP financing to fund the orderly sale of its assets, subject to a marketing and auction process, pursuant to Section 363 of the Bankruptcy Code. As part of the proposed sale, the Backstop Lenders will pursue a "stalking horse" credit bid for the Company's assets, subject to higher and better offers. The "Backstop Lenders" are, collectively, one or more entities or accounts managed by Chatham Asset Management, LLC, GSO Capital Partners, Omega Advisors, Inc., and Whitebox Advisors LLC. They hold or manage in the aggregate slightly more than 80% of the outstanding amount of the Senior Secured Notes. About GMX Resources GMX Resources Inc. -- http://www.gmxresources.com/-- is an independent natural gas production company headquartered in Oklahoma City. 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 balances sheet at Sept. 30, 2012, showed $343.14 million in total assets and $467.64 million in total liabilities. GMX Resources filed a Chapter 11 petition in its hometown (Bankr. W.D. Okla. Case No. 13-bk-11456) on April 1, 2013, so secured lenders can buy the business in exchange for $324.3 million in first-lien notes. As of the Petition Date, GMXR had long-term debt of approximately $427 million (outstanding principal amount): Outstanding Principal --------- Senior Secured Notes due December 2017 $324,340,000 Senior Secured Second-Priority Notes due 2018 $51,500,000 Convertible Senior Notes due May 2015 $48,296,000 Senior Notes due February 2019 $1,970,000 Joint Venture Financing $1,261,000 ------------ Total $427,367,000 The Debtors tapped Andrews Kurth, LLP, as bankruptcy counsel, Crowe & Dunlevy as conflicts counsel, Jefferies LLC as investment banker and Epiq Bankruptcy Solutions, LLC as claims and notice agent. HAWAII NUI BREWING: Mehana & Hawaii Nui Beer Maker Files Ch.11 -------------------------------------------------------------- The Honolulu Star Advertiser reports that Hilo-based Hawaii Nui Brewing LLC, maker of Mehana and Hawaii Nui, filed Chapter 11 bankruptcy on April 10, citing assets between $100,000 and $500,000, and debts between $1 million and $10 million. Andy Baker, Hawaii Nui's president, told the newspaper that the company ran into financial difficulties after experiencing double- digit growth during the past six months. He noted that the beer brands are doing very well and the company needs to reorganize to bring in additional capital to sustain the growth. The Honolulu Star Advertiser also reports that Mr. Baker said a lender that has committed funding to keep the brewery operational during the bankruptcy also aims to acquire ownership of the company. HERITAGE CIRCLE: Court Won't Set Aside Default Judgment v. Taylors ------------------------------------------------------------------ M.D. North Carolina District Judge James A. Beaty, Jr., denied a Motion to Set Aside Default Judgment and a Motion for Stay of Execution of Judgment filed by Michael P. Taylor and Marlene Taylor in the lawsuit, WELLS FARGO BANK, N.A., Plaintiff, v. HERITAGE CIRCLE, LLC, KENSINGTON PARK, LLC, OAKWOOD #1, LLC, OAKWOOD #2, LLC, MICHAEL P. TAYLOR, and MARLENE TAYLOR, Defendants, No. 1:10CV674 (M.D. N.C.). On Sept. 3, 2010, Citibank, N.A., the predecessor in interest of Wells Fargo filed the Complaint, asserting claims against the Defendants for Breach of Note, Breach of Guaranty, and Appointment of Receiver. On Sept. 8, 2010, civil summonses were issued to the Taylors. The Taylor Defendants did not answer the Complaint or otherwise defend the claims against them. As a result, the Plaintiff filed a Motion for Entry of Default on Aug. 18, 2011, and Default was entered against them just days later on Aug. 22. Thereafter, the Plaintiff filed its first Motion for Default Judgment against the Taylor Defendants. However, the Court denied the Plaintiff's first Motion for Default Judgment without prejudice to refiling "after the Bankruptcy Court for the District of Nevada has resolved the motions before it related to the proceedings against the [Taylor Defendants]." Following resolution of relevant matters before the Bankruptcy Court, the Plaintiff filed a Renewed Motion for Default Judgment in District Court. Thereafter, on Jan. 18, 2012, the Court granted the Plaintiff's Renewed Motion and entered a Default Judgment against the Taylor Defendants in the amount of $3,306,649, plus interest. On Oct. 4, 2012, nearly nine months after the Court entered the Default Judgment against them, the Taylor Defendants filed their Motion to Set Aside Default Judgment. In their Motion, the Taylor Defendants contend that the Default Judgment is void for lack of personal jurisdiction because the Plaintiff failed to properly serve the Taylor Defendants with the Complaint and Summons in this case. The Taylor Defendants contend that neither Michael nor Marlene signed the Federal Express delivery receipts attached to FedEx's Affidavit of Service. The District Court, however, held that based on the information contained in and attached to the Plaintiff's Affidavit of Service, the Plaintiff has made a showing on the face of the record of compliance with the requirements for proof of service under North Carolina law. Therefore, the presumption of valid service applies in this case. Moreover, the Court notes that to the extent that the Taylor Defendants have presented evidence purporting to show that neither Defendant Michael Taylor nor Defendant Marlene Taylor signed the delivery receipts, such evidence, alone, is insufficient to rebut the presumption of valid service. Taylor Defendants had notice of the litigation well before the Default Judgment was entered against them, and the Taylor Defendants have provided no evidence to the contrary. Defendants Heritage Circle LLC, Oakwood #1 LLC, and Oakwood #2 LLC filed for Chapter 11 relief in September 2010. The Taylor Defendants were not parties to the bankruptcies. However, prior to the Plaintiff filing its first Motion for Default Judgment, the LLC Defendants made a request before the Bankruptcy Court to modify the Bankruptcy Plan to preclude further proceedings in the District Court against the Taylor Defendants. The District Court denied the Plaintiff's first Motion for Default Judgment without prejudice to refiling after resolution of the Bankruptcy motions related to the Taylor Defendants. Then, the Bankruptcy Court denied the LLC Defendants' request. A copy of the Court's April 8, 2013 Memorandum Opinion and Order is available at http://is.gd/5IZyeVfrom Leagle.com. Heritage Circle, LLC, based in Zephyr Cove, Nevada, filed for Chapter 11 bankruptcy (Bankr. D. Nev. Case No. 10-53960) on Sept. 30, 2010. Judge Gregg W. Zive presided over the case. Kevin A. Darby, Esq., at Darby Law Practice, Ltd., served as counsel to the Debtor. The Debtor scheduled assets of $1,106,877 and liabilities of $3,423,014. A list of the Company's 10 largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/nvb10-53960.pdf Affiliates that separately filed Chapter 11 petitions on the same day are Nevada Royale, LLC; Oakwood #1 LLC; and Oakwood #2 LLC. HIGH PLAINS: Pure Cycle Ends Property Mgt. Deal After Default ------------------------------------------------------------- Pure Cycle Corporation on April 12 disclosed that as of August 31, 2012, the Company terminated a property management agreement with High Plains A&M, LLC, after HP A&M defaulted on certain promissory notes due to third parties. Levels of cash, cash equivalents and marketable securities increased as a result of the foreclosure sale of 1.5 million shares of Pure Cycle common stock owned by HP A&M pledged to secure the payment and performance by HP A&M of the promissory notes, which were partially offset by cash payments to acquire certain of the promissory notes defaulted upon by HP A&M. The disclosure was made in Pure Cycle's earnings release for the six months ended February 28, 2013 and February 29, 2012, a copy of which is available for free at http://is.gd/EAzTf0 HIGHLANDS BANKSHARES: Reports $2 Million Net Income in 2012 ----------------------------------------------------------- Highlands Bankshares, Inc., filed with the U.S. Securities and Exchange Commission its annual report on Form 10-K disclosing net income of $2.02 million on $25.15 million of total interest income for the year ended Dec. 31, 2012, as compared with a net loss of $6.51 million on $27.15 million of total interest income in 2011. The Company's balance sheet at Dec. 31, 2012, showed $592.49 million in total assets, $562.02 million in total liabilities and $30.47 million in total stockholders' equity. According to the Company, "The Bank met the requirements at December 31, 2012 to be classified as 'well-capitalized.' This classification is determined solely for the purposes of applying the prompt corrective action regulations and may not constitute an accurate representation of the Bank's overall financial condition." On October 13, 2010, the Company and its bank unit entered into a written agreement with the Federal Reserve Bank of Richmond. Under the terms of the Written Agreement, the Bank has agreed to develop and submit to the Reserve Bank for approval within the time periods specified therein written plans or programs to strengthen board oversight of the management and operations of the Bank; strengthen credit risk management and administration; provide for the effective grading of the Bank's loan portfolio; summarize the findings of its review of the adequacy of the staffing of its loan review function; improve the Bank's position with respect to loans, relationships, or other assets in excess of $500,000 that currently are or in the future become past due more than 90 days, on the Bank's problem loan list, or adversely classified in any report of examination of the Bank; review and revise the Bank's methodology for determining the allowance for loan and lease losses and maintain an adequate ALLL; maintain sufficient capital at the Company and the Bank; establish a revised written contingency funding plan; establish a revised written strategic and capital plan; establish a revised investment policy; improve the Bank's earnings and overall condition; revise the Bank's information technology program; establish a disaster recovery and business continuity program; and, establish a committee to monitor compliance with all aspects of the written agreement. Further, both the Company and the Bank have agreed to refrain from declaring or paying dividends without prior regulatory approval. The Company has agreed that it will not take any other form of payment representing a reduction in Bank's capital or make any distributions of interest, principal or other sums on subordinated debentures or trust preferred securities without prior regulatory approval. The Company also has agreed not to incur, increase or guarantee any debt or not to purchase or redeem any shares of its stock without prior regulatory approval. A copy of the Form 10-K is available for free at: http://is.gd/9rX6mx About Highlands Bankshares Abingdon, Va.-based Highlands Bankshares, Inc., is a one-bank holding company organized under the laws of Virginia in 1995 and registered under the Federal Bank Holding Company Act of 1956. The Company conducts the majority of its business operations through its wholly-owned bank subsidiary, Highlands Union Bank. The Company has two direct subsidiaries as of Dec. 31, 2011: the Bank, which was formed in 1985, and Highlands Capital Trust I, a statutory business trust (the "Trust") which was formed in 1998. The Bank is a Virginia state chartered bank that was incorporated in 1985. The Bank operates a commercial banking business from its headquarters in Abingdon, Virginia, and its thirteen area full service branch offices. INFOGROUP INC: New Debt Amendment No Impact on Moody's 'B2' CFR --------------------------------------------------------------- Moody's reports that Infogroup, Inc.'s proposed amendment to its credit agreement is modestly credit positive but does not currently impact its B2 Corporate Family Rating, B3-PD probability of default rating, B2 senior secured credit facility rating or the negative ratings outlook. Infogroup Inc. is a large-scale provider of proprietary business and consumer data, data processing and multi-channel marketing services. The company's products and services are used by clients for identifying prospective customers, initiating direct mail and e-mail campaigns to prospective and existing customers, analyzing and assessing market potential, and surveying competitive markets in order to increase sales and customer loyalty. The company is privately owned by CCMP Capital Advisors, LLC and its affiliates. J.C. PENNEY: Bleeding Cash, Seeks to Raise $1 Billion ----------------------------------------------------- Mike Spector, Emily Glazer and Serena Ng, writing for The Wall Street Journal, reported that J.C. Penney Co. has hired bankers at Blackstone Group LP for advice on how the department-store chain can shore up its fast-eroding stockpile of cash, people familiar with the matter said Thursday. According to WSJ, bond analysts don't think Penney's operations will be able to generate enough cash to cover the company's needs beyond a year, putting pressure on new Chief Executive Myron "Mike" Ullman to cut costs and look for ways to raise new capital even as he tries to get more shoppers into stores. The company is seeking to raise about $1 billion in cash, people familiar with the matter said, WSJ related. One option could be to sell a minority stake in Penney, and the company has reached out to and heard from possible investors including private-equity firms, the people said. Other fundraising options on the table couldn't immediately be determined, WSJ noted. The department store chain is struggling after former Chief Executive Ron Johnson rolled out a costly and aggressive overhaul that involved rebuilding its 1,100 stores as warrens of boutiques, while sharply cutting back the coupons and artificial discounts that customers loved, WSJ further related. About J.C. Penney 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. JHK INVESTMENT: Torreya Capital Approved as Investment Banker ------------------------------------------------------------- The U.S. Bankruptcy Court for the District of Colorado authorized JHK Investments, LLC to employ Torreya Capital, a division of Financial West Investment Group, as investment banker to help market and effectuate the sale of JHK's interest in Interventional Therapies, LLC. Torreya is expected to, among other things: 1. engage with prospects and client who already be in discussions with the client; 2. engage actively with the client in negotiating the financial, and all other facets of a transaction; and 3. advise on discussion and negotiation strategies as the campaign progresses. The Debtor related that Torreya will carry out unique functions and will use reasonable efforts to coordinate with the Debtor's other professionals to avoid the unnecessary duplication of services. The Debtor will pay Torreya according to this fee structure, when a transaction is consummated: -- Torreya has volunteered to waive its customary retainer fee; -- a success fee of: * total consideration up to and including the amount of $25 million: 5% of the total consideration, and * total consideration greater than $25 million: 5% up to $25 million and 2% of the total amounts in excess of $25 million; -- a minimum success fee of $900,00 regardless of the total consideration; In addition, the Debtor will reimburse Toreya for all out-of- pocket expenses reasonably incurred, provided that the total expenses will not exceed $20,000, without the Debtor's prior approval. To the best of the Debtor's knowledge, Torreya is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. About JHK Investments JHK Investments, LLC, filed a Chapter 11 petition (Bankr. D. Conn. Case No. 12-51608) in Bridgeport, Conn., on Aug. 29, estimating under $100 million in assets and more than $10 million in liabilities. Craig I. Lifland, Esq., at Zeisler & Zeisler, P.C., represents the Debtor. Westport, Connecticut-based JHK is an investment company founded by the former senior management team of United States Surgical Corporation. Founded by Leon C. Hirsch in 1963, USSC became a global medical device manufacturer with sales exceeding $1.2 billion and employing $4,000 Connecticut residents. The Debtor disclosed $38,690,639 in assets and $32,127,278 in liabilities as of the Chapter 11 filing. Following the success of USSC, Mr. Hirsch and two other senior USSC executives created JHK in order to produce and develop new markets and penetrate established markets throughout the world for high-tech medical devices. JHK owns equity in several start-up medical subsidiaries. The start-ups include Interventional Therapies, LLC, Auditory Licensing Company, LLC, Biowave Corporation, Gorham Enterprises, LLC, and American Bicycle Group, LLC. Bay City claims to be owed $31 million for funding provided to the Debtor since January 2011. The principals at JHK -- Mr. Hirsch, Turi Josefsen, and Robert A. Knarr -- guaranteed JHK's obligations, pledged the property in Wilton, Connecticut to secure obligations under the guaranty, and pledged all equity interests of JHK. In March 2012, Eleuthera, in its capacity as administrative agent for Bay City, declared an event of default as a result of the passage of the maturity date and the failure to pay the entire amount outstanding. On Aug. 28, 2012, Bay City and Eleuthera purported to exercise the pledge agreements insofar as they purported to register the Principals' interest in JHK in the name of Eleuthera, as nominee for Bay City, and purported to reserve their right to exercise voting rights in JHK. JOURNAL REGISTER: Plan Filing Period Extended Until July 2 ---------------------------------------------------------- Journal Register Company, et al., sought and obtained further extension from Judge Stuart M. Bernstein of the U.S. Bankruptcy Court for the Southern District of New York of their exclusive period to file a plan of reorganization until July 2, 2013, and their exclusive period to solicit acceptances of that plan until Aug. 31. About Journal Register Journal Register Company -- http://www.JournalRegister.com/-- is the publisher of the New Haven Register and other papers in 10 states, including Philadelphia, Detroit and Cleveland, and in upstate New York. JRC is managed by Digital First Media and is affiliated with MediaNews Group, Inc., the nation's second largest newspaper company as measured by circulation. Journal Register, along with its affiliates, first filed for Chapter 11 bankruptcy protection (Bankr. S.D.N.Y. Case No. 09-10769) on Feb. 21, 2009. Attorneys at Willkie Farr & Gallagher LLP, served as counsel to the Debtors. Attorneys at Otterbourg, Steindler, Houston & Rosen, P.C., represented the official committee of unsecured creditors. Journal Register emerged from Chapter 11 protection under the terms of a pre-negotiated plan. Journal Register returned to bankruptcy (Bankr. S.D.N.Y. Lead Case No. 12-13774) on Sept. 5, 2012, to sell the business to 21st CMH Acquisition Co., an affiliate of funds managed by Alden Global Capital LLC. The deal is subject to higher and better offers. Journal Register exited the 2009 restructuring with $225 million in debt and with a legacy cost structure, which includes leases, defined benefit pensions and other liabilities that have become unsustainable and threatened the Company's efforts for a successful digital transformation. Journal Register managed to reduce the debt by 28% with the Company servicing in excess of $160 million of debt. Alden Global is the holder of two terms loans totaling $152.3 million. Alden Global acquired the stock and the term loans from lenders in Journal Register's prior bankruptcy. Journal Register disclosed total assets of $235 million and liabilities totaling $268.6 million as of July 29, 2012. This includes $13.2 million owing on a revolving credit to Wells Fargo Bank NA. Bankruptcy Judge Stuart M. Bernstein presides over the 2012 case. Neil E. Herman, Esq., Rachel Jaffe Mauceri, Esq., and Patrick D. Fleming, Esq., at Morgan, Lewis & Bockius, LLP; and Michael R. Nestor, Esq., Kenneth J. Enos, Esq., and Andrew L. Magaziner, Esq., at Young Conaway Stargatt & Taylor LLP, serve as the 2012 Debtors' counsel. SSG Capital Advisors, LLC, serves as financial advisors. American Legal Claims Services LLC acts as claims agent. The petition was signed by William Higginson, executive vice president of operations. Otterbourg, Steindler, Houston & Rosen, P.C., represents Wells Fargo. Akin, Gump, Strauss, Hauer & Feld LLP, represents the Debtors' Tranche A Lenders and Tranche B Lenders. Emmet, Marvin & Martin LLP, serves as counsel to Wells Fargo, in its capacity as Tranche A Agent and the Tranche B Agent. The Official Committee of Unsecured Creditors appointed in the case has retained Lowenstein Sandler PC as counsel and FTI Consulting, Inc. as financial advisor. JOURNAL REGISTER: Taps Cozen O'Connor as Real Estate Counsel ------------------------------------------------------------ Journal Register Company, n/k/a Pulp Finish 1 Company, and its affiliates seek authority from the U.S. Bankruptcy Court for the Southern District of New York to employ Cozen O'Connor P.C. as special real estate counsel, nunc pro tunc to the Petition Date. Cozen was initially employed as an ordinary course professional in the Debtors' bankruptcy cases. The OCP order authorized the Debtors to pay Cozen's monthly fees up to $3,000 per month, with the amounts not to exceed $50,000 in total during the Chapter 11 cases absent further order of the Court. During the pendency of the Debtors' bankruptcy cases, Cozen's services expanded. As a consequence, the firm incurred fees that exceed the cap applicable to the OCP Order. Accordingly, the Debtors seek Court authority to employ Cozen as special real estate counsel pursuant to Section 327(e) of the Bankruptcy Code. The professionals involved in providing services to the Debtors will be paid an hourly rate ranging between $230 and $500. Legal assistants will be paid hourly rates of approximately $200. The firm will also be reimbursed for any necessary out-of-pocket expenses. Jeffrey A. Leonard, Esq. -- jleonard@cozen.com -- a shareholder of Cozen O'Connor, P.C., in New York, assures the Court that his firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. Mr. Leonard says his firm does not currently hold a retainer and is owed approximately $49,500 for prepetition services. As of March 18, 2013, the firm is owed approximately $149,000 for postpetition services and estimated that its additional fees through the closing of the sale would be approximately $25,000. A hearing on the Debtors' request is scheduled for April 25, 2013, at 10:00 a.m. Objections are due April 19. About Journal Register Journal Register Company -- http://www.JournalRegister.com/-- is the publisher of the New Haven Register and other papers in 10 states, including Philadelphia, Detroit and Cleveland, and in upstate New York. JRC is managed by Digital First Media and is affiliated with MediaNews Group, Inc., the nation's second largest newspaper company as measured by circulation. Journal Register, along with its affiliates, first filed for Chapter 11 bankruptcy protection (Bankr. S.D.N.Y. Case No. 09-10769) on Feb. 21, 2009. Attorneys at Willkie Farr & Gallagher LLP, served as counsel to the Debtors. Attorneys at Otterbourg, Steindler, Houston & Rosen, P.C., represented the official committee of unsecured creditors. Journal Register emerged from Chapter 11 protection under the terms of a pre-negotiated plan. Journal Register returned to bankruptcy (Bankr. S.D.N.Y. Lead Case No. 12-13774) on Sept. 5, 2012, to sell the business to 21st CMH Acquisition Co., an affiliate of funds managed by Alden Global Capital LLC. The deal is subject to higher and better offers. Journal Register exited the 2009 restructuring with $225 million in debt and with a legacy cost structure, which includes leases, defined benefit pensions and other liabilities that have become unsustainable and threatened the Company's efforts for a successful digital transformation. Journal Register managed to reduce the debt by 28% with the Company servicing in excess of $160 million of debt. Alden Global is the holder of two terms loans totaling $152.3 million. Alden Global acquired the stock and the term loans from lenders in Journal Register's prior bankruptcy. Journal Register disclosed total assets of $235 million and liabilities totaling $268.6 million as of July 29, 2012. This includes $13.2 million owing on a revolving credit to Wells Fargo Bank NA. Bankruptcy Judge Stuart M. Bernstein presides over the 2012 case. Neil E. Herman, Esq., Rachel Jaffe Mauceri, Esq., and Patrick D. Fleming, Esq., at Morgan, Lewis & Bockius, LLP; and Michael R. Nestor, Esq., Kenneth J. Enos, Esq., and Andrew L. Magaziner, Esq., at Young Conaway Stargatt & Taylor LLP, serve as the 2012 Debtors' counsel. SSG Capital Advisors, LLC, serves as financial advisors. American Legal Claims Services LLC acts as claims agent. The petition was signed by William Higginson, executive vice president of operations. Otterbourg, Steindler, Houston & Rosen, P.C., represents Wells Fargo. Akin, Gump, Strauss, Hauer & Feld LLP, represents the Debtors' Tranche A Lenders and Tranche B Lenders. Emmet, Marvin & Martin LLP, serves as counsel to Wells Fargo, in its capacity as Tranche A Agent and the Tranche B Agent. The Official Committee of Unsecured Creditors appointed in the case has retained Lowenstein Sandler PC as counsel and FTI Consulting, Inc. as financial advisor. JOURNAL REGISTER: Can Employ Seyfarth Shaw as Labor Counsel ----------------------------------------------------------- Judge Stuart M. Bernstein of the U.S. Bankruptcy Court for the Southern District of New York authorized Journal Register Company, et al., to employ Seyfarth Shaw LLP as their special labor counsel. Seyfarth Shaw will be paid at the following hourly rates: $450 to $760 for attorneys and $120 and $180 for legal assistants. The firm will also be reimbursed for any necessary out-of-pocket expenses. About Journal Register Journal Register Company -- http://www.JournalRegister.com/-- is the publisher of the New Haven Register and other papers in 10 states, including Philadelphia, Detroit and Cleveland, and in upstate New York. JRC is managed by Digital First Media and is affiliated with MediaNews Group, Inc., the nation's second largest newspaper company as measured by circulation. Journal Register, along with its affiliates, first filed for Chapter 11 bankruptcy protection (Bankr. S.D.N.Y. Case No. 09-10769) on Feb. 21, 2009. Attorneys at Willkie Farr & Gallagher LLP, served as counsel to the Debtors. Attorneys at Otterbourg, Steindler, Houston & Rosen, P.C., represented the official committee of unsecured creditors. Journal Register emerged from Chapter 11 protection under the terms of a pre-negotiated plan. Journal Register returned to bankruptcy (Bankr. S.D.N.Y. Lead Case No. 12-13774) on Sept. 5, 2012, to sell the business to 21st CMH Acquisition Co., an affiliate of funds managed by Alden Global Capital LLC. The deal is subject to higher and better offers. Journal Register exited the 2009 restructuring with $225 million in debt and with a legacy cost structure, which includes leases, defined benefit pensions and other liabilities that have become unsustainable and threatened the Company's efforts for a successful digital transformation. Journal Register managed to reduce the debt by 28% with the Company servicing in excess of $160 million of debt. Alden Global is the holder of two terms loans totaling $152.3 million. Alden Global acquired the stock and the term loans from lenders in Journal Register's prior bankruptcy. Journal Register disclosed total assets of $235 million and liabilities totaling $268.6 million as of July 29, 2012. This includes $13.2 million owing on a revolving credit to Wells Fargo Bank NA. Bankruptcy Judge Stuart M. Bernstein presides over the 2012 case. Neil E. Herman, Esq., Rachel Jaffe Mauceri, Esq., and Patrick D. Fleming, Esq., at Morgan, Lewis & Bockius, LLP; and Michael R. Nestor, Esq., Kenneth J. Enos, Esq., and Andrew L. Magaziner, Esq., at Young Conaway Stargatt & Taylor LLP, serve as the 2012 Debtors' counsel. SSG Capital Advisors, LLC, serves as financial advisors. American Legal Claims Services LLC acts as claims agent. The petition was signed by William Higginson, executive vice president of operations. Otterbourg, Steindler, Houston & Rosen, P.C., represents Wells Fargo. Akin, Gump, Strauss, Hauer & Feld LLP, represents the Debtors' Tranche A Lenders and Tranche B Lenders. Emmet, Marvin & Martin LLP, serves as counsel to Wells Fargo, in its capacity as Tranche A Agent and the Tranche B Agent. The Official Committee of Unsecured Creditors appointed in the case has retained Lowenstein Sandler PC as counsel and FTI Consulting, Inc. as financial advisor. KMART FUNDING: Moody's Affirms C Rating on Class G Lease Bonds -------------------------------------------------------------- Moody's Investors Service affirmed the rating of Kmart Funding Corporation Secured Lease Bonds as follows: Cl. G, Affirmed C; previously on Oct 5, 2010 Downgraded to C Ratings Rationale: The rating is consistent with Moody's expected loss and thus is affirmed. The class has experienced an aggregate $12.3 million loss due to the liquidations of properties originally occupied by KMart. The principal methodology used in this rating was "Commercial Real Estate Finance: Moody's Approach to Rating Credit Tenant Lease Financings" published in November 2011. Other Factors used in this rating are described in "Moody's Approach to Rating Structured Finance Securities in Default" published in November 2009. No model was used in this review. Moody's ratings are determined by a committee process that considers both quantitative and qualitative factors. The rating action is a result of Moody's on-going surveillance of commercial mortgage backed securities (CMBS) transactions. Moody's prior full review is summarized in a press release dated May 3, 2012. Deal Performance: This credit tenant lease (CTL) transaction at origination consisted of seven classes supported by 24 retail properties leased to Kmart under fully bondable, triple net leases. In 2001, Kmart filed voluntary petitions for reorganization under Chapter 11 of the U.S. Bankruptcy Code. Kmart subsequently rejected the leases for 17 properties secured in this transaction. Leases for three of the properties were later assumed by other retailers and 14 properties were liquidated from the trust. Since securitization, five classes paid off prior to 2000 and one class was withdrawn due to maturity in 2010. Class G, the remaining certificate, has an outstanding balance of $8.5 million. This class experienced $12.3 million in losses (59% overall severity) due to liquidations. Ten properties remain in the portfolio, of which six are leased to Kmart, two to Sears, one to Home Depot and one to Frye Electronics. The bond's payment is semi-annual and the final principal distribution date is July 1, 2018. KO-KAUA OHANA: Gets Final Approval to Access Cash Collateral ------------------------------------------------------------ The Hon. Marc Barreca of the U.S. Bankruptcy Court for the Western District of Washington, in a final order, authorized Ohana Group, LLC, to use cash collateral which Wells Fargo, N.A., asserts an interest. Wells Fargo, as trustee for the registered Holders of Credit Suisse First Boston Mortgage Securities Corp., Commercial Mortgage Pass-Through Certificates, Series 2007-C5, asserts an interest in the Debtor's mixed-use real property development located at 3601 Fremont Avenue North in Seattle that is commonly known as Fremont Village Square. The outstanding principal balance of the loan and accrued, unpaid interest on the loan was at least $10,810,812. The lender has declared a default under the loan in approximately April 2012 and accelerated the loan as of May 31, 2012. The Debtor will use the cash collateral to fund the reasonable necessary and ordinary costs and expenses of its operations. As adequate protection from any diminution in value of the lender's collateral, the lender is granted: 1. $60,436 in immediately available funds on a monthly basis commencing Jan. 10, 2013; and 2. replacement liens in (i) all rents, profits, proceeds and other income from the Prepetition Collateral, and (ii) all property of the estate of the same kind, type and nature as the prepetition collateral. The lender filed a limited objection to the Debtor's motion for use of cash collateral. The lender noted that it has been in communication with Debtor to negotiate the terms of an acceptable agreement to use cash collateral on a final basis. As of the objection deadline, no agreement had been reached. The Debtor, in response to the lenders' limited objection stated that if the Debtor and the lender can agree on basic plan terms or the terms of a final cash collateral order within that time, there would be no need to litigate the appropriateness of the additional protections the lender seeks at the time. On the other hand, if an agreement cannot be reached, the Debtor is at the time unwilling to give up any of its rights in the case while it proceeds with its own proposed plan of reorganization. About Ohana Group LLC Ohana Group LLC, in Seattle, Washington, filed for Chapter 11 bankruptcy (Bankr. W.D. Wash. Case No. 12-21904) on Nov. 30, 2012. Judge Marc Barreca oversees the case. James L. Day, Esq., at Bush Strout & Kornfeld LLP, serves as bankruptcy counsel. In its petition, the Debtor scheduled $16,000,000 in assets and $11,696,131 in liabilities. LAUREATE EDUCATION: S&P Retains 'B' CCR Following $310MM Add-On ---------------------------------------------------------------- Standard & Poor's Ratings Services said that its ratings on Baltimore, Md.-based Laureate Education Inc. are unchanged after the company's announcement of the proposed $310 million add-on to its existing senior secured term loan due 2018. The company will use proceeds from the add-on to repay its 11.75% senior subordinated notes due 2017. S&P expects that debt leverage will remain in the mid-6x area, pro forma for the transaction. The transaction will reduce annual interest expense by approximately $22 million (about 8% of pro forma annual interest expense). The 'B' corporate credit rating reflects Standard & Poor's expectation that Laureate's debt leverage will remain high, based on the company's acquisition orientation and high capital spending to support growth. S&P expects debt leverage to remain in the mid-6x area in 2013. S&P views Laureate's business risk profile as "weak," because of the risks inherent in undertaking its rapid overseas expansion, which involves considerable execution risk, country risk, and currency risk. The company has a "highly leveraged" financial profile because of high debt leverage and limited cash flow generation relative to its total debt burden. S&P's management and governance assessment on the company is "fair." RATINGS LIST Laureate Education Inc. Corporate Credit Rating B/Stable/-- Senior Secured $1.654B* term loan due 2018 B Recovery Rating 4 * After add-on. LDK SOLAR: To Release Fourth Quarter Results on April 18 -------------------------------------------------------- LDK Solar Co., Ltd., will report financial results for the fourth quarter ended Dec. 31, 2012, before the market opens on Thursday, April 18, 2013. The Company will host a corresponding conference call and live webcast at 8:00 a.m. Eastern Time (ET) the same day. To listen to the live conference call, please dial 1-877-941-1427 (within U.S.) or 1-480-629-9664 (outside U.S.) at 8:00 a.m. ET on April 18, 2013. An audio replay of the call will be available through April 28, 2013, by dialing 800-406-7325 (within U.S.) or 303-590-3030 (outside U.S.) and entering the pass code 4610990#. A live webcast of the call will be available on the Company's investor relations Web site at http://investor.ldksolar.com About LDK Solar LDK Solar Co., Ltd. -- http://www.ldksolar.com-- based in Hi- Tech Industrial Park, Xinyu City, Jiangxi Province, People's Republic of China, is a vertically integrated manufacturer of photovoltaic products, including high-quality and low-cost polysilicon, solar wafers, cells, modules, systems, power projects and solutions. LDK Solar was incorporated in the Cayman Islands on May 1, 2006, by LDK New Energy, a British Virgin Islands company wholly owned by Xiaofeng Peng, LDK's founder, chairman and chief executive officer, to acquire all of the equity interests in Jiangxi LDK Solar from Suzhou Liouxin Industry Co., Ltd., and Liouxin Industrial Limited. KPMG in Hong Kong, China, said in a May 15, 2012, audit report, there is substantial doubt on the ability of LDK Solar Co., Ltd., to continue as a going concern. According to KPMG, LDK Solar has a net working capital deficit and is restricted to incur additional debt as it has not met a financial covenant ratio under a long-term debt agreement as of Dec. 31, 2011. These conditions raise substantial doubt about the Group's ability to continue as a going concern. LDK Solar's balance sheet at Sept. 30, 2012, showed US$5.76 billion in total assets, US$5.41 billion in total liabilities, US$299.02 million in redeemable non-controlling interests and US$45.91 million in total equity. LINGHAM RAWLINGS: May Recoup $155K From Briarcliff -------------------------------------------------- In the lawsuit, LINGHAM RAWLINGS, LLC Plaintiff, v. SALVADOR A. GAUDIANO, individually and d/b/a BRIARCLIFF MANAGEMENT COMPANY Defendant, Adv. Proc. No. 10-3125 (Bankr. E.D. Tenn.), Bankruptcy Judge Richard Stair, Jr., ruled that Lingham Rawlings is entitled to receive -- and the Defendant is required to pay -- the sum of $155,289, consisting of avoided preferential transfers in the amount of $83,752, plus compensatory contract damages in the amount of $71,537. Lingham Rawlings filed the lawsuit on Nov. 11, 2010, seeking a monetary judgment against the Defendant for breach of contract, fraudulent concealment, conversion, breach of fiduciary duties, professional negligence, and tortious interference with business relationships; seeking to avoid and recover fraudulent transfers under 11 U.S.C. Sec. 548(a)(1)(B) (2006) and 11 U.S.C. Sec. 550(a)(1) (2006), respectively; seeking to avoid fraudulent transfers under 11 U.S.C. Sec. 544(b)(1) (2006) through Tennessee Code Annotated Secs. 66-3-305 and 66-3-306(a) (2004) and to recover the avoided transfers under 11 U.S.C. Sec. 550(a)(1) (2006); seeking to avoid and recover preferential transfers under 11 U.S.C. Sec. 547 (2006) and 11 U.S.C. Sec. 550(a)(1) (2006); seeking an accounting; for equitable subordination under 11 U.S.C. Sec. 510(c) (2006) and/or 105(a) (2006); and seeking disallowance of claims under 11 U.S.C. Sec. 502(d) (2006). Lingham Rawlings was formed in December 2000 for the purpose of purchasing and operating a commercial building by Sharon L. Power, a realtor for approximately 32 years who is its sole owner/member and chief manager. Pursuant to an Oct. 10, 2000 contract, Ms. Power purchased the shopping center located at 7212 Kingston Pike, Knoxville, Tennessee, from Salvador A. Gaudiano, who owned a 100% interest in the Shopping Center at the time, for the contemplated purchase price of $2,750,000. The Defendant, who was a certified public accountant in Pennsylvania and New Jersey prior to 1986, owns and operates the sole proprietorship known as Briarcliff Management, through which he managed the Shopping Center. He is also an officer in a corporation called Miners and owns a 16 2/3% interest in Diversified Energy, Inc. and a 25% interest in Diversified Holdings, Inc., which together comprise the partnership known as Station West. A copy of the Court's April 3, 2013 Memorandum is available at http://is.gd/f6zM2Ffrom Leagle.com. Based in Oak Ridge, Tenn., Lingham Rawlings, LLC, owns the shopping center located at 7212 Kingston Pike, Knoxville, Tennessee. It filed for Chapter 11 bankruptcy protection (Bankr. E.D. Tenn. Case No. 10-32769) on June 8, 2010. Richard Stair Jr. presides over the case. Keith L. Edmiston, Esq., at The Ritchie Law Firm, P.C., in Knoxville, serves as the Debtor's counsel. The Debtor estimated $0 to $50,000 in assets and $1 million to $10 million in debts in its petition. LCI HOLDING: Has Exclusive Right to File Plan Thru Aug. 31 ---------------------------------------------------------- Judge Kevin Gross of the U.S. Bankruptcy Court for the District of Delaware signed an order further extending LCI Holding Company, Inc., et al.'s exclusive right to file a plan of reorganization until Aug. 31, 2013, and exclusive right to solicit acceptances of that plan until Oct. 30. About LifeCare LCI Holding Company, Inc., and its affiliates, doing business as LifeCare Hospitals, operate eight "hospital within hospital" facilities and 19 freestanding facilities in 10 states. The hospitals have about 1,400 beds at facilities in Louisiana, Texas, Pennsylvania, Ohio and Nevada. LifeCare is controlled by Carlyle Group, which holds 93.4% of the stock following a $570 million acquisition in August 2005. LCI Holding Company, Inc., and its affiliates, including LifeCare Holdings Inc., sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 12-13319) on Dec. 11, 2012, with plans to sell assets to secured lenders. Ken Ziman, Esq., and Felicia Perlman, Esq., at Skadden, Arps, Slate Meagher & Flom LLP, serve as counsel to the Debtors. Rothschild Inc. is the financial advisor. Huron Management Services LLC will provide the Debtors an interim chief financial officer and certain additional personnel; and (ii) designate Stuart Walker as interim chief financial officer. The steering committee of lenders is represented by attorneys at Akin Gump Strauss Hauer & Feld LLP and Blank Rome LLP. The agent under the prepetition and postpetition secured credit facility is represented by Simpson Thacher & Barlett LLP. The Debtors disclosed assets of $422 million and liabilities totaling $575.9 million as of Sept. 30, 2012. As of the bankruptcy filing, total long-term obligations were $482.2 million consisting of, among other things, institutional loans and unsecured subordinated loans. A total of $353.4 million is owing under the prepetition secured credit facility. A total of $128.4 million is owing on senior subordinated notes. LifeCare Hospitals of Pittsburgh, LLC, a debtor-affiliate disclosed $24,028,730 in assets and $484,372,539 in liabilities as of the Chapter 11 filing. The Official Committee of Unsecured Creditors is represented by Pachulski Stang Ziehl & Jones LLP. FTI Consulting, Inc., serves as its financial advisor. LOGAN'S ROADHOUSE: S&P Revises Outlook to Neg. & Affirms 'B-' CCR ------------------------------------------------------------------ Standard & Poor's Ratings Services said it revised its ratings outlook on Nashville, Tenn.-based restaurant operator Logan's Roadhouse Inc. to negative from stable. At the same time, S&P affirmed all existing ratings on the company including its 'B-' corporate credit rating. "The outlook revision reflects performance erosion over the past two years, which has caused a narrowing cushion to the company's financial covenants," said credit analyst Mariola Borysiak. "It also incorporates our belief that Logan's could violate its financial covenants over the next few quarters given our expectation that weak operating trends will likely continue for the remainder of the company's fiscal 2013. As a result, we now assess the company's liquidity profile as less than adequate." The outlook is negative and reflects S&P's belief that the company could violate its financial covenants over the next few quarters due to eroding profitability. A downgrade could occur if the company is not able to amend its credit agreement and S&P believes it will breach its covenants. S&P projects an 8% deterioration of adjusted EBITDA (as defined by credit agreement) from second- quarter 2013 levels and flat fixed charges would result in violation of its fixed-charge coverage covenant during the fourth quarter ending July 2013. A stable outlook would be predicated on stabilizing performance such that the company successfully reverses its negative traffic trends and EBITDA growth allows for cushion to the covenants be maintained above 15%. LPB LLC: Sleep Inn & Suite's 1st Amended Plan Rejected ------------------------------------------------------ Bankruptcy Judge Letitia Z. Paul denied confirmation of the First Amended Plan of Reorganization, dated Jan. 17, 2013, as amended by the "Technical Amendment" to the Plan, filed by LPB LLC d/b/a Sleep Inn & Suite's. The Plan does not provide for classification or treatment of the claims of the Internal Revenue Service, Choice Hotels, Ltd., or the Small Business Administration. Judge Paul said the Plan, as a result, violates Section 1123(a) of the Bankruptcy Code, and cannot be confirmed, pursuant to Section 1129(a)(1) of the Bankruptcy Code. In the Plan, the Debtor provides for treatment of the secured claims of taxing authorities, E&S Management & Consulting, LLC, Successor In Interest to CDC Capital, Wallis State Bank, Digital Direct Communications, and Hospitality LCD. The Debtor provides for treatment of unsecured claims of E&S Management & Consulting, LLC and Chase Bank NA. There is no class of general unsecured claims. The claims register reflects that the IRS filed a proof of claim, in the amount of $1,170, as an unsecured claim, and Choice Hotels filed an unsecured proof of claim in the amount of $1.00. The Small Business Administration filed a secured proof of claim, in the amount of $1,520,000. The plan does not provide for treatment of these claims. A copy of the Court's April 4, 2013 Memorandum Opinion is available at http://is.gd/NB55p0from Leagle.com. LPB, LLC, owner of the Sleep Inn & Suites hotel in Pearland, Texas, filed for Chapter 11 bankruptcy (Bankr. S.D. Tex. Case No. 12-80229) on April 30, 2012. Judge Letitia Z. Paul presides over the case. Ronald Julius Smeberg, Esq., at The Smeberg Law Firm PLLC, serves as the Debtor's counsel. It scheduled assets of $2,606,788 and liabilities of $4,156,988. A list of the Company's 11 largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/txsb12-80229.pdf MAXCOM TELECOMUNICACIONES: Increases Coupon Rate in Exchange Offer ------------------------------------------------------------------ Maxcom Telecomunicaciones, S.A.B. de C.V. on April 11 disclosed that it has extended, amended and supplemented the pending exchange offer for any and all of its outstanding 11% Senior Notes due 2014 for its Step-Up Senior Notes due 2020. The exchange agent for the Exchange Offer has advised the Company that as of 5:00 p.m., New York City time, on April 10, 2013, approximately US$84,268,000, or 42.13%, of the Old Notes had been validly tendered and not withdrawn in the Exchange Offer. The Exchange Offer has been extended three times and as a result has remained open longer than anticipated. Since the Exchange Offer and the concurrent equity tender offer for Maxcom's Series A Common Stock and related CPOs and ADSs have not been consummated, the Company has not yet received the capital contribution the purchaser in connection with the Equity Tender Offer agreed to make. During the period that the Exchange Offer has remained open, the Company's operational and financial viability has further deteriorated in light of not having received the capital contribution from such purchaser. As of March 31, 2013, the Company's cash and temporary investment balance was Ps. 102.9 million (US$8.3 million). If the Exchange Offer is not consummated and the Company does not receive the capital contribution from the purchaser in connection with the Equity Tender Offer, the Company does not expect to be able to make the coupon payment due on June 15, 2013 with respect to the Old Notes and the Company may not be able to meet other financial obligations as they come due. If this occurs, holders of the Old Notes and other creditors could commence involuntary bankruptcy proceedings against the Company in Mexico or in the United States. The Company's ability to continue as a going concern depends upon its consummation of its recapitalization transactions, including the consummation of the exchange offer and the receipt of the capital contribution from the Purchaser, or on the Company's ability to otherwise raise additional capital or restructure its capital structure. The Company may not be able to satisfy its liquidity and working capital requirements or restructure its capital structure. Although the Company's consolidated financial statements do not currently include any adjustments that might result from the outcome of this uncertainty, the Company's auditors may conclude there is substantial doubt as to its ability to continue as a going concern. If the Exchange Offer is not consummated, the Company currently intends to implement a restructuring by (i) commencing voluntary cases under Chapter 11 of the United States Bankruptcy Code through a plan of reorganization; (ii) seeking expedited confirmation of a plan of reorganization; or (iii) seeking other forms of bankruptcy relief, all of which involve uncertainties, potential delays, reduced payments to all creditors (including holders of the Old Notes) and litigation risks. Such a restructuring may be protracted and contentious and disruptive to the Company's business and could materially adversely affect its relationships with its customers, suppliers and employees who may terminate their relationships with the Company. A restructuring would also cause the Company to incur significant legal, administrative and other professional expenses. Moreover, no assurances can be given that any such restructuring will be successful or that holders of the Company's debt obligations will not have their claims significantly reduced, converted into equity or eliminated. If a restructuring is not successful, the Company may be forced to liquidate its business and assets. The board of directors of the Company has approved the engagement of, and the Company has engaged, counsel to advise it on a Chapter 11 reorganization and authorized preparatory activities related to a restructuring, including the negotiating of a plan support agreement and a Chapter 11 plan term sheet with certain of the holders of the Old Notes during the pendency of the Exchange Offer. In the event the Company implements a restructuring through Chapter 11, holders of the Old Notes may receive New Notes with terms less favorable than those offered pursuant to the Exchange Offer. As a result, the Company is amending and supplementing the Exchange Offer to (i) reflect that the Company has increased the minimum tender condition in the Exchange Offer from 61.44% to 80%, subject to the Company's right, in its sole discretion, to decrease the minimum tender condition to 75.1% without extending the Exchange Offer or granting any withdrawal rights, (ii) reflect that the Company has increased the rate at which the New Notes will accrue interest as follows: (x) from the date of issuance of the New Notes until June 14, 2016 by 100 basis points, from 6% per annum to 7% per annum, (y) from June 15, 2016 until June 14, 2018 by 100 basis points, from 7% per annum to 8% per annum and (z) from June 15, 2018 until the date of maturity by 200 basis points, from 8% per annum to 10% per annum and (iii) inform holders of the Old Notes that if the 80% minimum tender condition (or 75.1% if decreased by the Company) is not met on the expiration date, the Company will terminate the Exchange Offer and does not expect to be able to make the coupon payment due on June 15, 2013 on the Old Notes. The Company is also extending the early participation date, the withdrawal date and the expiration date to 5:00 p.m. New York City time on April 24, 2013. The expiration date of the Equity Tender Offer is also being extended by ten business days to April 24, 2013. The complete terms and conditions of the Exchange Offer and consent solicitation are described in the Offering Memorandum and Consent Solicitation Statement, copies of which may be obtained by eligible holders of the Old Notes by contacting D.F. King & Co., Inc., the information agent for the Exchange Offer and consent solicitation, at (800) 967-4607 (toll free). The New Notes have not been registered under the Securities Act of 1933, as amended, or any state securities laws, and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements, and will therefore be subject to substantial restrictions on transfer. The Exchange Offer is being made, and the New Notes are being offered and issued, only to registered holders of Old Notes (i) in the United States who are "qualified institutional buyers," as that term is defined in Rule 144A under the Securities Act and (ii) outside the United States and are persons who are not "U.S. persons," as that term is defined in Rule 902 under the Securities Act. This announcement is for informational purposes only and does not constitute an offer to sell or a solicitation of an offer to buy the New Notes nor an offer to purchase Old Notes nor a solicitation of consents. The Exchange Offer and consent solicitation is being made solely by means of the Offering Memorandum and Consent Solicitation Statement and Letter of Transmittal. About Maxcom Maxcom Telecomunicaciones, S.A.B. de C.V., headquartered in Mexico City, Mexico, is a facilities-based telecommunications provider using a "smart-build" approach to deliver last-mile connectivity to micro, small and medium-sized businesses and residential customers in the Mexican territory. Maxcom launched commercial operations in May 1999 and is currently offering local, long distance, data, value-added, paid TV and IP-based services on a full basis in greater metropolitan Mexico City, Puebla, Tehuacan, San Luis, and Queretaro, and on a selected basis in several cities in Mexico. MCLEAN SCHOOL: S&P Lowers LT Rating on 2001 Bonds to 'BB+' ---------------------------------------------------------- Standard & Poor's Ratings Services said it lowered its long-term rating to 'BB+' from 'BBB-' on Maryland Health & Higher Educational Facilities Authority's series 2001 bonds issued for the McLean School. The outlook is stable. "The downgrade reflects our assessment of a precipitous decline in enrollment over the past six years, particularly in the lower and middle schools," said Standard & Poor's credit analyst Carolyn McLean. The school's headcount has decreased nearly 27% to 359 from a peak of 490 in fall 2006. With this decline in headcount, net tuition revenue has also fallen for the third year in a row. Furthermore, another decline in net tuition revenue is expected for fiscal 2013. While management has continued to produce operating surpluses in the last few years, S&P believes this unfavorable trend indicates a material weakening of financial and demand flexibility, leading to weaker overall credit strength. Management has cut expenses to match the smaller enrollment and projects a weaker operating performance in fiscal 2013. Management states that if enrollment continues to decline at the same rate as in the past few years, it will likely make further expenditure cuts. S&P views the school's reputation and niche as a key credit strength, which if changed or affected by the cuts, could result in a further decline in enrollment. The McLean School is an independent coeducational kindergarten through 12th-grade day school in Potomac, Md. The McLean School caters to students with different learning styles and learning needs; this does not include children with severe learning disabilities, but rather students who benefit from more tailored teaching styles and smaller classroom environments. MEDICAL CARD: S&P Removes 'CCC' Rating from CreditWatch ------------------------------------------------------- Standard & Poor's Ratings Services said that it has removed its 'CCC' counterparty credit rating on Medical Card System Inc. (MCS) and its 'B' counterparty credit and financial strength rating on MCS' operating companies (MCS Advantage Inc., MCS Life Insurance Co., and MCS Health Management Options Inc.) from CreditWatch with developing implications, where S&P initially placed them on July 26, 2012. At the same time S&P raised the counterparty credit rating on MCS to 'B' from 'CCC' and the counterparty credit and financial strength ratings on MCS' operating companies to 'BB' from 'B'. The outlook on all of the ratings is stable. "Our CreditWatch removal and ratings upgrade were primarily driven by MCS' recent amendment to its credit agreement with its lenders and its improved operating performance," said Standard & Poor's credit analyst Neal Freedman. "Under the terms of the amended agreement, the company received a waiver of its previous technical default as well as significantly less-stringent financial covenants, removing the threat of a liquidity event. MCS has also improved its financial profile with 2012 consolidated pretax generally accepted accounting principles (GAAP) operating EBIT (excluding realized gains and losses) of about $36 million on revenue of $1.35 billion (2.7% return on revenue [ROR]), compared with an operating loss in 2011. This improvement resulted from various corrective actions taken by the new senior management team, which joined the company in December 2011, including enhanced medical management capabilities and an improved financial infrastructure." The stable outlook reflects S&P's view that it expects MCS' improved and stabilized operating performance and capitalization to persist in the next couple of years. For 2013, S&P expects the company to have EBIT of $35 million-$45 million, resulting in a ROR of 2.5%-3.0%, debt to EBITDA of about 3.0x, and EBITDA interest coverage of 2.0x-2.4x. S&P also expect MCS' total membership to increase by about 8% in 2013 to 300,000-310,000 members. "While the company's current highly leveraged capital structure limits any ratings uplift in the next 12-18 months," Mr. Freedman continued, "we could lower the ratings by one or more notches if operating performance falls significantly below expectations, creating the possibility of either a lack of holding company liquidity or causing statutory capital to falling below required regulatory minimums." MERIDIAN SUNRISE: Files Chapter 11 Plan & Disclosure Statement -------------------------------------------------------------- Meridian Sunrise Village, LLC, delivered to the U.S. Bankruptcy Court for the Western District of Washington a Plan of Reorganization and accompanying disclosure statement. Under the Plan, the Debtor will pay all allowed claims in full over time from the income generated from the operation of Sunrise Village, a shopping center in Puyallup's South Hill neighborhood. Holders of Allowed Claims in Classes 1 (Secured Claim of Pierce County Budget and Finance Group), 2 (Secured Claim of the Lender Group), 3 (Secured Claim of U.S. Bank - Phase II & III) and 4 (Secured Claim of U.S. Bank - Phase IV) will retain their liens and security interests in property of the estate following the Effective Date until the Claims are paid in full. Payments to holders of Claims under Class 2 and Class 4 will accrue at an interest rate of 2.75% per annum. Payments to holders of Class 3 Claims will accrue at an interest rate of 3.25% per annum. Holders of Unsecured Claims in Classes 6 (unsecured claims) and 7 (allowed security deposit claims) will also be paid in full over time, while holders of Unsecured Claims in Class 5 (administrative convenience claims) will be paid in full on the Effective Date. A full-text copy of the Disclosure Statement dated March 27 is available at http://bankrupt.com/misc/MERIDIANds0327.pdf Meridian Sunrise Village LLC filed a Chapter 11 petition (Bankr. W.D. Wash. Case No. 13-40342) in Tacoma, Washington, on Jan. 18, 2013. The Debtor, a single asset real estate under 11 U.S.C. Sec. 101(51B), disclosed $70.6 million in total assets and $65.9 million in total liabilities in its schedules. The Debtor owns the property known as the New Meridian Sunrise Village in 10507 156th St. E. Puyallup, Washington. The Debtor has valued the property at $70 million, which property secures debt of $64.4 million to U.S. Bank, National Association. A copy of the schedules attached to the petition is available at http://bankrupt.com/misc/wawb13-40342.pdf MERITAS SCHOOLS: S&P Lowers CCR to 'B-'; Outlook Stable ------------------------------------------------------- Standard & Poor's Ratings Services lowered its corporate credit rating on Meritas Schools Holdings LLC to 'B-' from 'B'. The outlook is stable. At the same time, S&P revised its recovery rating on the company's first-lien facilities to '2', indicating its expectation for substantial (70% to 90%) recovery for lenders in the event of a payment default, from '3' (50% to 70% recovery expectation). The issue-level rating on this debt remains 'B'. In addition, S&P lowered the issue-level rating on the company's second-lien debt to 'CCC+' from 'B-'. The recovery rating on this debt remains '5' (10% to 30% recovery expectation). "The downgrade reflects Meritas' ongoing discretionary cash flow deficit, declining cash balances, and thin cushion of covenant compliance," said Standard & Poor's credit analyst Chris Thompson. The company has continued to invest in expansionary projects for its existing schools, resulting in negative discretionary cash flow over the last two fiscal years. For fiscal 2013, S&P expects this trend to continue as the company will likely maintain a high level of capital expenditures. Additionally, the company's term loan B amortizes at $12 million or 10% per year and has been funded with cash on hand, resulting in declining cash balances. Historically, the company has had a thin cushion of compliance with its maximum leverage requirement and S&P expects this to persist, absent an amendment. S&P views Meritas' business risk profile as "weak," because of its relatively small size, the highly discretionary nature of the services provided, and the fact that about one-half of revenues comes from schools in Sunbelt states, which remain under economic pressure since the 2008-2009 recession. Despite the discretionary nature of the product, the company experienced only a 3% decline in enrollments during the recession. Meritas' financial profile is "highly leveraged" because of its high debt-to-EBITDA ratio, an acquisitive growth strategy in the past, elevated capital spending, and S&P's expectation of narrow covenant headroom resulting from an aggressive step-down schedule. S&P's management and governance assessment is "fair." Meritas operates 10 pre-kindergarten through grade 12 private school campuses in five states, and in Switzerland, China, and Mexico. With roughly half of revenue coming from the Sunbelt region in the U.S. and about 40% of revenues coming from Switzerland, the company exhibits concentration risks as well as a relative lack of critical mass. Moreover, EBITDA is disproportionately skewed to its school in Switzerland. Competition is tough, coming from both private and public schools in local markets, and is compounded by economic uncertainty. Despite S&P's forecast of 2.7% GDP growth in 2013, it views the tentative economy as a threat to private school enrollments as families may opt for less expensive alternatives. MF GLOBAL: U.S. Trustee Balks at Advisers' $1.85MM Fees ------------------------------------------------------- Nick Brown, writing for Reuters, reported that the Department of Justice is objecting to about $1.85 million in professional fees in MF Global's wind-down, including more than $500,000 for the primary law firm that represents bankruptcy trustee Louis Freeh. According to the Reuters report, the U.S. Trustee Program, the DOJ's bankruptcy watchdog, lodged court papers on Thursday criticizing compensation applications from a slew of professionals for entries like vague time records, travel expenses and meal charges. In total, eight firms sought about $14 million in interim fees for work done between October 1 and January 31, according to Reuters. That includes about $4 million from Morrison & Foerster, the law firm representing Louis Freeh, the former FBI chief and trustee in charge of winding down MF Global's estate. The Reuters report said the DOJ objected to about $503,000 of the firm's fees and expenses, complaining of messy time records and high charges for trainees not yet admitted to practice law. Other firms advising Freeh as well as MF Global creditors, including Pepper Hamilton LLP and Proskauer Rose LLP, also drew objections from the U.S. Trustee on Thursday to fee applications, Reuters said. The Trustee's largest gripe was with Capstone Advisory Group, financial adviser to MF Global's creditors' committee, Reuters related. The Trustee took issue with about $541,000 of Capstone's roughly $2 million application, citing vague time records and too many attendees present at routine meetings. About MF Global New York-based MF Global -- http://www.mfglobal.com/-- was 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 also was 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. On Oct. 31, 2011, 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), 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. On Nov. 7, 2011, the United States Trustee appointed the statutory creditors' committee in the Debtors' cases. At the behest of the Statutory Creditor's Committee, the Court directed the U.S. Trustee to appoint a chapter 11 trustee. On Nov. 28, 2011, the Bankruptcy Court entered an order approving the appointment of Louis J. Freeh, Esq., of Freeh Group International Solutions, LLC, as Chapter 11 trustee. On Dec. 19, 2011, MF Global Capital LLC, MF Global Market Services LLC and MF Global FX Clear LLC filed voluntary Chapter 11 petitions (Bankr. S.D.N.Y. Case Nos. 11-15808, 11-15809 and 11- 15810). On Dec. 27, the Court entered an order installing Mr. Freeh as Chapter 11 Trustee of the New Debtors. On March 2, 2012, MF Global Holdings USA Inc. filed a voluntary Chapter 11 petition (Bankr. S.D.N.Y. Case No. 12-10863), and Mr. Freeh also was installed as its Chapter 11 Trustee. 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 Chapter 11 Trustee has tapped (i) Freeh Sporkin & Sullivan LLP, as investigative counsel; (ii) FTI Consulting Inc., as restructuring advisors; (iii) Morrison & Foerster LLP, as bankruptcy counsel; and (iv) Pepper Hamilton as special counsel. The Official Committee of Unsecured Creditors has retained Capstone Advisory Group LLC as financial advisor, while lawyers at Proskauer Rose LLP serve as counsel. 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. MF GLOBAL: Chapter 11 Trustee Opposes Coe's $35-Mil. Claim ---------------------------------------------------------- MF Global Holdings Ltd.'s trustee asked U.S. Bankruptcy Judge Martin Glenn to disallow a $35 million administrative claim filed by Michelle Coe against the company. MF Global said the claim is identical in substance to the general unsecured claim filed by Ms. Coe, which Judge Glenn expunged pursuant to his order dated Nov. 14, 2012. About MF Global New York-based MF Global -- http://www.mfglobal.com/-- was 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 also was 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. On Oct. 31, 2011, 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), 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. On Nov. 7, 2011, the United States Trustee appointed the statutory creditors' committee in the Debtors' cases. At the behest of the Statutory Creditor's Committee, the Court directed the U.S. Trustee to appoint a chapter 11 trustee. On Nov. 28, 2011, the Bankruptcy Court entered an order approving the appointment of Louis J. Freeh, Esq., of Freeh Group International Solutions, LLC, as Chapter 11 trustee. On Dec. 19, 2011, MF Global Capital LLC, MF Global Market Services LLC and MF Global FX Clear LLC filed voluntary Chapter 11 petitions (Bankr. S.D.N.Y. Case Nos. 11-15808, 11-15809 and 11- 15810). On Dec. 27, the Court entered an order installing Mr. Freeh as Chapter 11 Trustee of the New Debtors. On March 2, 2012, MF Global Holdings USA Inc. filed a voluntary Chapter 11 petition (Bankr. S.D.N.Y. Case No. 12-10863), and Mr. Freeh also was installed as its Chapter 11 Trustee. 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 Chapter 11 Trustee has tapped (i) Freeh Sporkin & Sullivan LLP, as investigative counsel; (ii) FTI Consulting Inc., as restructuring advisors; (iii) Morrison & Foerster LLP, as bankruptcy counsel; and (iv) Pepper Hamilton as special counsel. The Official Committee of Unsecured Creditors has retained Capstone Advisory Group LLC as financial advisor, while lawyers at Proskauer Rose LLP serve as counsel. 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. MILAGRO OIL: Incurs $33.4 Million Net Loss in 2012 -------------------------------------------------- Milagro Oil & Gas, Inc., filed with the U.S. Securities and Exchange Commission its annual report on Form 10-K disclosing a net loss of $33.39 million on $135.54 million of total revenues for the year ended Dec. 31, 2012, as compared with a net loss of $23.57 million on $153.78 million of total revenues in 2011. The Company incurred a net loss of $70.58 million in 2010. The Company's balance sheet at Dec. 31, 2012, showed $480.76 million in total assets, $437.86 million in total liabilities, $235.69 million in redeemable series A preferred stock, and a $192.80 million total stockholders' deficit. Deloitte & Touche LLP, in Houston, Texas, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2012. The independent auditors noted that the Company is not in compliance with certain covenants of its 2011 Credit Facility, and all of the Company's debt is classified within current liabilities as of Dec. 31, 2012. The Company's violation of its debt covenants, combined with its financing needs and negative working capital position, raise substantial doubt about its ability to continue as a going concern. A copy of the Form 10-K is available for free at: http://is.gd/JFOmN1 The Company has indebtedness outstanding under a 2011 first lien credit agreement, which contains customary financial and other covenants. The maximum leverage ratio, as defined, of debt balances as compared to EBITDA is required to be not greater than 4.25 to 1.0, and is expected to be 4.13 as of Dec. 31, 2012. The maximum leverage ratio will reduce to 4.0 to 1.0 as of March 31, 2013, and all periods thereafter. The Company is currently exploring a range of alternatives to reduce its indebtedness to the extent necessary to be in compliance with the maximum leverage ratio at March 31, 2013. The Company is also considering seeking a waiver or amendment to the 2011 Credit Facility with respect to the maximum leverage ratio. The Company has engaged a financial advisor to assist with, among other things, reducing its indebtedness and seeking that waiver or amendment from its lenders. Because the Company cannot provide assurances as to its ability to remain in compliance with its financial covenants, the Company said it expected to receive a going concern modification in the audit report from its independent registered public accounting firm for the year ended Dec. 31, 2012. The Company said it is working diligently with its lenders to resolve the situation. As reported by the TCR on Nov. 29, 2012, Standard & Poor's Ratings Services lowered its corporate credit rating on Houston-based Milagro Oil & Gas Inc. to 'CCC' from 'CCC+'. "The rating action reflects our assessment that Milagro could face a near-term liquidity crisis," said Standard & Poor's credit analyst Christine Besset. About Milagro Oil Milagro Oil & Gas, Inc., is an independent energy company based in Houston, Texas that is engaged in the acquisition, development, exploitation, and production of oil and natural gas. The Company's historic geographic focus has been along the onshore Gulf Coast area, primarily in Texas, Louisiana, and Mississippi. The Company operates a significant portfolio of oil and natural gas producing properties and mineral interests in this region and has expanded its footprint through the acquisition and development of additional producing or prospective properties in North Texas and Western Oklahoma. The Company's balance sheet at Sept. 30, 2012, showed $509 million in total assets, $461.3 million in total liabilities, $235.4 million in Redeemable series A preferred stock, and a stockholders' deficit of $187.7 million. MMODAL INC: S&P Lowers CCR to 'CCC+'; Outlook Developing --------------------------------------------------------- Standard and Poor's Ratings Services lowered its corporate credit rating on Franklin, Tenn.-based MModal Inc. to 'CCC+' from 'B'. The outlook is developing. At the same time, S&P lowered its issue-level rating on the company's $520 million senior secured facilities, which consist of a $75 million revolving credit facility due 2017 and a $445 million term loan due 2019, to 'B-' from 'B+'. The '2' recovery rating indicates S&P's expectation for substantial (70% to 90%) recovery in the event of payment default. S&P also lowered its issue-level rating to 'CCC-' from 'CCC+' on the company's $250 million unsecured notes due 2020. The '6' recovery rating indicates S&P's expectation for negligible (0% to 10%) recovery in the event of payment default. "The downgrade to 'CCC+' reflects our view that deteriorating trailing-12-month EBITDA, based on definitions from the credit agreement for the purpose of covenant calculation, could result in covenant violations for the periods ending March and June 2013," said Standard & Poor's credit analyst David Tsui. Covenant also steps down in the quarter ending June and December 2013. The company's credit agreement allows for up to five equity cures during the life of the senior secured loan, and two during any four-quarter period. During the recent earnings call, MModal management informed lenders that the company's sponsor has agreed to provide an equity cure in the event that the company fails to maintain compliance with its leverage test going forward. The rating reflects S&P's view of MModal's "less than adequate" liquidity (in accordance with S&P's criteria) as a result of its covenant headroom being marginally in compliance with requirement in the December 2012 quarter. S&P views MModal's financial risk profile as highly leveraged, with operating-lease adjusted leverage of about 6.6x as of Dec. 31, 2012, up from pro forma leverage of 5.3x at close of the LBO transaction in August 2012. A generally weaker-than-expected medical transcription business environment and MModal's slower-than-expected product transition in 2012 have led to low-single-digit revenue growth for the year, lower than the low-teens growth expected in August 2012. S&P expects revenue growth to accelerate if MModal can successfully execute its sales strategy concurrently with its product transition. However, the timing and the effectiveness of the company's new sales strategy remains uncertain, which could lead to pressure on the company meeting its financial covenant requirements over the next few quarters, that includes covenant step-downs in the quarters ending June and December 2013. The developing outlook reflects S&P's view that the company may violate its covenant in the first and second quarters of 2013, given the stronger performance and higher EBITDA base falling off of the trailing-12-month EBITDA for covenant calculations over the next two quarters and current operating performance expectations. S&P would lower the rating if business performance does not improve sufficiently, if the sponsors do not provide an equity cure necessary to satisfy any covenant violations, or if the company is unable to rely on equity cures from the sponsors to satisfy any ongoing covenant violations. S&P could raise the rating if business performance improves, or the credit agreement is amended, such that covenant cushion of more than 10% is restored, after taking into account future covenant step-downs. MUD KING: Section 341(a) Meeting Scheduled for May 6 ---------------------------------------------------- A meeting of creditors in the bankruptcy case of Mud King Products, Inc., will be held on May 6, 2013, at 2:30 p.m. at Houston, 515 Rusk Suite 3401. Creditors have until Aug. 5, 2013, to sumbit their proofs of claim. This is the first meeting of creditors required under Section 341(a) of the Bankruptcy Code in all bankruptcy cases. All creditors are invited, but not required, to attend. This meeting of creditors offers the one opportunity in a bankruptcy proceeding for creditors to question a responsible office of the Debtor under oath about the company's financial affairs and operations that would be of interest to the general body of creditors. Mud King Products, Inc., filed a Chapter 11 petition (Bank. S.D. Tex. Case No. 13-32101) on April 5, 2013. The petition was signed by Erich Mundinger as vice president. The Debtor estimated assets of at least $10 million and debts of at least $1 million. Hoover Slovacek, LLP, serves as the Debtor's counsel. Judge Karen K. Brown presides over the case. MUNDY RANCH: Hearing on VNB's Conversion Bid Set for May 7 to 9 --------------------------------------------------------------- The Hon. Robert H. Jacobvitz of the U.S. Bankruptcy Court for District of New Mexico has reset the hearing on Valley National Bank's motion for relief of stay or convert the Chapter 11 case of Mundy Ranch, Inc., to one under Chapter 7 of the Bankruptcy Code to May 7 to 9, 2013. The hearing was initially set for April 3, 2013, at 9:00 a.m. VNB filed a motion to convert the Debtor's Chapter 11 case to a Chapter 7 liquidation, which the Debtor objects. The Debtor asserts that VNB alleges several "bad faith" acts that it states are grounds for conversion, most of which are grossly incorrect. VNB alleges that, among other things, James W. Mundy acted in bad faith by transferring corporate assets to an ex-wife pre-petition as part of a divorce settlement. The Debtor says that this allegation is false. About Mundy Ranch Mundy Ranch Inc. -- http://www.mundyranch.com/-- is a family- owned corporation organized under the laws of the State of New Mexico with its principal place of business in Rio Arriba County, New Mexico. Mundy Ranch sells undeveloped parcels of real property in northern New Mexico which together occupy approximately 6,000 acres of land. The majority of the land consists of an undivided 5,500 acre parcel, which is also called Mundy Ranch. Mundy Ranch scheduled the Mundy Ranch Parcel as having a value of $17,000,000, with secured claims against the Mundy Ranch Parcel in the amount of $2,095,000. Mundy Ranch generates substantially all of its revenue from developing and selling parcels of land. It generates a small amount of revenue by selling Christmas trees. Mundy Ranch, Inc., filed a Chapter 11 petition (Bankr. D. N.M. Case No. 12-13015) in Albuquerque, New Mexico. The Law Office of George Dave Giddens, PC, in Albuquerque, serves as counsel to the Debtor. The Debtor estimated assets of $10 million to $50 million and debts of up to $10 million. MUNDY RANCH: Hearing on Sale & Realtor Employment on May 7 ---------------------------------------------------------- The Hon. Robert H. Jacobvitz of the U.S. Bankruptcy Court for District of New Mexico will hold a hearing on May 7, 2013, at 9:00 a.m. to consider Mundy Ranch, Inc.'s motion to sell property and to hire realtors. The Debtor sought court approval for the sale of the 67.73 acres of vacant real property pursuant to the terms and conditions of the Realtors Association of New Mexico Purchase Agreement - Vacant Land, free and clear of all claims, liens, and other interests, to Jimmy Dale Putman and Tammie Marie Brock. The Debtor asked the Court to approve the limited employment of and compensation to Freedom Realty, Inc. (Michele Marino) in the total amount of $125. The TCR reported on April 2, 2013, that the Debtor asked for court permission to employ Moptex LLC (Jeff Copeland), as broker for the sale of the 5500 acre real property tract identified as the "Mundy Ranch". About Mundy Ranch Mundy Ranch Inc. -- http://www.mundyranch.com/-- is a family- owned corporation organized under the laws of the State of New Mexico with its principal place of business in Rio Arriba County, New Mexico. Mundy Ranch sells undeveloped parcels of real property in northern New Mexico which together occupy approximately 6,000 acres of land. The majority of the land consists of an undivided 5,500 acre parcel, which is also called Mundy Ranch. Mundy Ranch scheduled the Mundy Ranch Parcel as having a value of $17,000,000, with secured claims against the Mundy Ranch Parcel in the amount of $2,095,000. Mundy Ranch generates substantially all of its revenue from developing and selling parcels of land. It generates a small amount of revenue by selling Christmas trees. Mundy Ranch, Inc., filed a Chapter 11 petition (Bankr. D. N.M. Case No. 12-13015) in Albuquerque, New Mexico. The Law Office of George Dave Giddens, PC, in Albuquerque, serves as counsel to the Debtor. The Debtor estimated assets of $10 million to $50 million and debts of up to $10 million. NES RENTALS: Extends Consent Date of Consent Solicitation --------------------------------------------------------- NES Rentals Holdings, Inc. on April 13 disclosed that, in connection with its previously announced cash tender offer and consent solicitation with respect to all of its outstanding $150.0 million aggregate principal amount of 121/4% Second Lien Senior Secured Notes due 2015, pursuant to the Company's Offer to Purchase and Consent Solicitation Statement, dated April 1, 2013, it is extending the consent date, the last date and time for holders to tender their Notes in order to receive the total consideration set forth in the Offer to Purchase and described below, from 5:00 p.m., New York City time, on April 12, 2013 to 5:00 p.m., New York City time, on April 16, 2013, unless further extended by the Company in its sole discretion. The withdrawal date, the last date and time for holders to validly withdraw tendered Notes and revoke delivered consents, expired at 5:00 p.m., New York City time, on April 12, 2013 and is not being extended. Except for the extension of the consent date, all terms and conditions of the tender offer and consent solicitation set forth in the Offer to Purchase remain unchanged. Holders who previously have tendered their Notes do not need to re-tender their Notes or take any other action in response to this extension. As of 5:00 p.m., New York City time, on April 12, 2013, tenders and consents had been delivered with respect to $84,806,000 aggregate principal amount of Notes, representing approximately 56.54% of the outstanding aggregate principal amount of Notes. The tender offer will expire at 11:59 p.m., New York City time, on April 26, 2013, unless extended or earlier terminated by the Company. Subject to the terms and conditions set forth in the Offer to Purchase, holders who validly tender their Notes on or prior to 5:00 p.m., New York City time, on April 16, 2013, unless extended, will receive the total consideration of $1,067.50 per $1,000 principal amount of Notes accepted for purchase, which includes a consent payment of $7.50 per $1,000 principal amount of Notes. The Company intends to pay the total consideration, plus accrued and unpaid interest up to, but not including, the date of payment, on the early settlement date, which is expected to occur on or about April 17, 2013, assuming satisfaction or waiver of the conditions to the tender offer and consent solicitation. Holders who validly tender their Notes after the Consent Date but on or prior to the Expiration Date will receive the tender offer consideration of $1,060.00 per $1,000 principal amount of Notes accepted for purchase, plus accrued and unpaid interest up to, but not including, the date of payment, on the final settlement date, which is expected to occur promptly following the Expiration Date, assuming satisfaction or waiver of the conditions to the tender offer and consent solicitation. Holders of Notes tendered after the Consent Date will not receive the consent payment. In accordance with the terms of the Offer to Purchase, tenders of Notes (including previously tendered Notes) may no longer be validly withdrawn and consents may no longer be validly revoked, except where the Company elects to allow withdrawal or in limited circumstances where withdrawal rights are required by law. The tender offer and consent solicitation are subject to the satisfaction or waiver of certain conditions that are more fully described in the Offer to Purchase, including, among others, the consummation of a proposed refinancing transaction by the Company yielding net proceeds in an amount sufficient to fund all of its obligations (i) under the tender offer and consent solicitation and any subsequent redemption of Notes that remain outstanding and (ii) in connection with the repayment in full of the Company's second lien term loan due 2014. The Company currently intends to call for redemption on the closing date of the refinancing transaction any Notes that have not been tendered pursuant to the tender offer in accordance with the terms of the indenture governing the Notes. Deutsche Bank Securities Inc. is acting as the dealer manager and solicitation agent and D.F. King & Co., Inc. is acting as the tender agent and information agent for the tender offer and consent solicitation. Requests for documents may be directed to D.F. King & Co., Inc. at (800) 829-6551 (toll-free) or (212) 269- 5550 (collect). Questions regarding the tender offer and consent solicitation may be directed to Deutsche Bank Securities Inc. at (855) 287-1922 (toll-free) or (212) 250-7527 (collect). About NES Rentals Holdings, Inc. NES Rentals Holdings, Inc. is one of the largest companies in the highly fragmented $29 billion U.S. equipment rental market. Its primary business is the rental of equipment, including aerial lifts and material handling equipment, to industrial and non- residential construction customers. NES Rentals also sells new and used equipment and complementary parts, supplies and merchandise and provides repair and maintenance services. The Company is a leader in establishing industry safety standards and training programs, and it adheres to rigorous standardized equipment maintenance procedures. NES Rentals currently operates 76 branches in 27 states in the Northeast, Midwest, Southeast and Gulf Coast, and provided over 600 different classes of equipment to approximately 27,000 customers in 2012. * * * As reported by the Troubled Company Reporter on May 17, 2012, Standard & Poor's Ratings Services assigned its 'CCC+' issue rating to Chicago-based NES Rentals Holdings Inc.'s proposed extended $83 million second-lien term loan. The proposed amendment extends the maturity to October 2014. The issue rating is two notches below the corporate credit rating on the company (B/Stable/). As reported by the Troubled Company Reporter on May 15, 2012, Moody's Investors Service affirmed the credit ratings of NES Rentals Holdings, Inc., including the Corporate Family Rating of Caa1 and assigned a Caa2 rating to the proposed maturity extended second lien term loan. NEW WESTERN: Salberg & Company Raises Going Concern Doubt --------------------------------------------------------- New Western Energy Corporation filed on April 8, 2013, its annual report on Form 10-K for the year ended Dec. 31, 2012. Salberg & Company, P.A., in Boca Raton, Fla., expressed substantial doubt about New Western's ability to continue as a going concern. The independent auditors note that for the year ended Dec. 31, 2012, the Company has (i) a net loss of $1,347,076, (ii) net cash used in operating activities of $314,073, (iii) working capital deficit of $425,767, and an accumulated deficit of $2,762,676 at Dec. 31, 2012. The Company reported a net loss of $1.3 million on $106,582 of revenues in 2012, compared with a net loss of $378,453 on $78,544 of revenues in 2011. Operating expenses increased by $1.1 million or 333% in 2012 primarily due to (i) an increase in general and administrative expenses of $540,279; (ii) impairment expense of $457,577; (iii) an increase in intangible drilling and completion costs of $26,654; and (iv) ann increase in production costs of $36,629. The Company's balance sheet at Dec. 31, 2012, showed $1.1 million in total assets, $496,698 in total liabilities, and stockholders' equity of $619,736. A copy of the Form 10-K is available at http://is.gd/6ickI5 Irvine, Cal.-based New Western Energy Corporation is an oil and gas and mineral exploration and production company with current projects located in Oklahoma, Kansas and Texas. The Company has a limited operating history with nominal revenues. NORTEL NETWORKS: Disabled Workers Seek Distribution of $28MM Deal ----------------------------------------------------------------- Jamie Santo of BankruptcyLaw360 reported that the committee representing Nortel Networks Inc.'s disabled employees asked a Delaware bankruptcy judge Thursday for permission to begin paying out the proceeds from the $28 million they received in a settlement with the defunct telecom in exchange for their benefits being cut off. According to the report, the benefit plans will be terminated June 30 and the disabled employees included in the deal cannot afford to wait until Nortel's now four-year-old liquidation ends to receive a distribution, the motion said. 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. OMNOVA SOLUTIONS: No Change on Moody's 'B1' Corp. Family Rating --------------------------------------------------------------- Moody's Investors Service said that competitive pressures have weakened OMNOVA Solutions Inc.'s position within its rating category, but at present there is no change to the ratings or outlook because the company's strong liquidity position provides some time to address recent market share losses and weaker-than- expected operating performance. Moody's carries the following ratings for OMNOVA: LT Corporate Family Ratings (Domestic), B1 Senior Unsecured (Domestic), B2 Senior Secured Bank Credit Facility (Domestic), Ba2 Probability of Default, B1-PD OMNOVA Solutions Inc. manufactures decorative and functional surfaces, emulsion polymers, and specialty chemicals. Headquartered in Fairlawn, Ohio, OMNOVA generated over $1 billion in revenue for the twelve months ended February 28, 2013. ORCHARD SUPPLY: DLA Piper, FTI Hired for Restructuring Talks ------------------------------------------------------------ Emily Glazer, writing for The Wall Street Journal, reports that Orchard Supply Hardware Stores Corp. has hired restructuring lawyers at DLA Piper. Financial adviser FTI Consulting is also working with the company. WSJ also reports that people familiar with the matter said some company lenders involved in restructuring talks have enlisted turnaround firm Zolfo Cooper LLC and lawyers at Dechert LLP. WSJ relates people familiar with the talks said talks with lenders about the outline of a restructuring deal have intensified in recent weeks. The sources said Orchard Supply and its lenders are discussing an out-of-court restructuring or a so-called prepackaged bankruptcy filing. Orchard Supply said in a February regulatory filing that if it doesn't strike a deal with lenders by May 1, it could default on a coming payment on a $55.2 million loan. WSJ notes Orchard Supply has a market capitalization of around $24 million and carries about $230 million in debt. About Orchard Supply San Jose, Cal.-based Orchard Supply Hardware Stores Corporation operates neighborhood hardware and garden stores focused on paint, repair and the backyard. It was spun off from Sears Holdings Corp. in 2012. As reported by the Troubled Company Reporter on March 8, 2013, Orchard Supply on Feb. 11, 2013, expanded its existing Senior Secured Credit Facility with Wells Fargo Capital Finance and Bank of America, N.A., increasing total borrowing capacity to $145 million through the addition of a $17.5 million last-in-last-out supplemental term loan tranche. On Feb. 14, the Company obtained a waiver from current Term Loan lenders related to compliance with the leverage ratio covenant for the fiscal quarter ended Feb. 2, 2013, and the fiscal quarter ending May 4, 2013, which means that the next applicable measurement date for the leverage covenant is Aug. 3, 2013, subject to the Company's continued compliance with the terms and conditions set forth in the waiver. The Company continues to work with Moelis & Co. toward the refinancing or modification of its Senior Secured Term Loan. The Company also continues to explore several actions designed to restructure its balance sheet for a sustainable capital structure, including seeking new long term debt or equity. * * * As reported by the Troubled Company Reporter on Dec. 13, 2012, Standard & Poor's Ratings Services lowered its corporate credit rating on Orchard Supply to 'CCC' from 'B-'. The outlook is negative. "We are also lowering our rating on the company's term loan to 'CCC' from 'B-' in conjunction with the downgrade. The recovery rating remains '4' recovery rating, indicating our expectation for average (30% to 50%) recovery in the event of a payment default," S&P said. "The ratings on Orchard Supply reflects Standard & Poor's Ratings Services' assessment of its financial risk profile as 'highly leveraged,' which incorporates near-term potential for noncompliance with financial covenants and significant debt refinancing risks. Our view of its business risk profile as 'vulnerable' considers the company's small size relative to the highly competitive home improvement segment of the retail industry and its exposure to housing market conditions in California," S&P said. ORCHARD SUPPLY: Ed Lampert et al. Unload Class A Shares ------------------------------------------------------- Edward S. Lampert et al. disclosed in a Form 4 regulatory filing with the Securities and Exchange Commission that between April 9 and 11, Mr. Lampert and his affiliated entities disposed off roughly 21,000 shares of Orchard Supply Hardware Stores Corporation Class A Common Stock at selling price of $4 to $4.02 a share. Some of those sold shares were directly held by Ed Lampert. The Lampert entities continue to hold Orchard Supply Class A shares following the deals. A copy of the Form 4 statement is available at http://is.gd/mV69W5 The Lampert entities also dumped Orchard Supply Class A shares in transactions dated: -- April 1 (roughly 3,100 shares at $4.06 apiece) See http://is.gd/TFS36N -- March 26-27 (roughly 51,000 shares at $4 to $4.02 apiece) See http://is.gd/lci02F -- March 21-22, 25 (roughly 68,900 shares at $4 to $4.02 apiece). See http://is.gd/lINmxW The Lampert entities also sold off roughly 2,500 shares of Series A Preferred Stock at $1.27 apiece -- see http://is.gd/lci02F-- and 7,400 Series A Preferreds at $1.35 apiece -- see http://is.gd/lINmxW-- during the sell-off periods. According to the regulatory filing, the Lampert entities also continue to hold Series A Preferred Stock in the Company, including 1,131,419 directly held by Ed Lampert, himself. The Form 4 statement was jointly filed by and on behalf of each of Edward S. Lampert, ESL Partners, L.P. ("Partners"), RBS Partners, L.P. ("RBS"), ESL Institutional Partners, L.P. ("Institutional"), RBS Investment Management, L.L.C. ("RBSIM"), CRK Partners, LLC ("CRK") and ESL Investments, Inc. ("Investments"). Mr. Lampert, Partners, Institutional and CRK are the direct beneficial owners of the securities. RBS is the general partner of, and may be deemed to beneficially own securities owned by, Partners. RBSIM is the general partner of, and may be deemed to beneficially own securities owned by, Institutional. Investments is the general partner of RBS, the sole member of CRK and the manager of RBSIM. Investments may be deemed to beneficially own securities owned by RBS, CRK and RBSIM. Mr. Lampert is the Chairman, Chief Executive Officer and Director of, and may be deemed to beneficially own securities owned by, Investments. About Orchard Supply San Jose, Cal.-based Orchard Supply Hardware Stores Corporation operates neighborhood hardware and garden stores focused on paint, repair and the backyard. It was spun off from Sears Holdings Corp. in 2012. As reported by the Troubled Company Reporter on March 8, 2013, Orchard Supply on Feb. 11, 2013, expanded its existing Senior Secured Credit Facility with Wells Fargo Capital Finance and Bank of America, N.A., increasing total borrowing capacity to $145 million through the addition of a $17.5 million last-in-last-out supplemental term loan tranche. On Feb. 14, the Company obtained a waiver from current Term Loan lenders related to compliance with the leverage ratio covenant for the fiscal quarter ended Feb. 2, 2013, and the fiscal quarter ending May 4, 2013, which means that the next applicable measurement date for the leverage covenant is Aug. 3, 2013, subject to the Company's continued compliance with the terms and conditions set forth in the waiver. The Company continues to work with Moelis & Co. toward the refinancing or modification of its Senior Secured Term Loan. The Company also continues to explore several actions designed to restructure its balance sheet for a sustainable capital structure, including seeking new long term debt or equity. The Wall Street Journal has reported that Orchard Supply also has hired restructuring lawyers at DLA Piper and financial adviser FTI Consulting, while people familiar with the matter said some lenders involved in restructuring talks have engaged Zolfo Cooper LLC and Dechert LLP. WSJ relates people familiar with the talks said Orchard Supply and its lenders are discussing an out-of-court restructuring or a so-called prepackaged bankruptcy filing. * * * As reported by the Troubled Company Reporter on Dec. 13, 2012, Standard & Poor's Ratings Services lowered its corporate credit rating on Orchard Supply to 'CCC' from 'B-'. The outlook is negative. "We are also lowering our rating on the company's term loan to 'CCC' from 'B-' in conjunction with the downgrade. The recovery rating remains '4' recovery rating, indicating our expectation for average (30% to 50%) recovery in the event of a payment default," S&P said. "The ratings on Orchard Supply reflects Standard & Poor's Ratings Services' assessment of its financial risk profile as 'highly leveraged,' which incorporates near-term potential for noncompliance with financial covenants and significant debt refinancing risks. Our view of its business risk profile as 'vulnerable' considers the company's small size relative to the highly competitive home improvement segment of the retail industry and its exposure to housing market conditions in California," S&P said. OVERSEAS SHIPHOLDING: Jademar Files Schedules of Assets & Debts --------------------------------------------------------------- Jademar Limited, an affiliate of Overseas Shipholding Group, Inc., filed with the U.S. Bankruptcy Court for the District of Delaware its schedules of assets and liabilities, disclosing: Name of Schedule Assets Liabilities ---------------- ------ ----------- A. Real Property B. Personal Property $78,360,502.40 C. Property Claimed as Exempt D. Creditors Holding Secured Claims $0.00 E. Creditors Holding Unsecured Priority Claims $0.00 F. Creditors Holding Unsecured Non-priority Claims $38,452,651.87 -------------- -------------- TOTAL $78,360,502.40 $38,452,651.87 About Overseas Shipholding Overseas Shipholding Group, Inc., headquartered in New York, is one of the largest publicly traded tanker companies in the world, engaged primarily in the ocean transportation of crude oil and petroleum products. OSG owns or operates 111 vessels that transport oil and petroleum products throughout the world. Overseas Shipholding Group and 180 affiliates filed voluntary Chapter 11 petitions (Bankr. D. Del. Lead Case No. 12-20000) on Nov. 14, 2012, disclosing $4.15 billion in assets and $2.67 billion in liabilities. Greylock Partners LLC Chief Executive John Ray serves as chief reorganization officer. Cleary Gottlieb Steen & Hamilton LLP serves as OSG's Chapter 11 counsel, while Chilmark Partners LLC serves as financial adviser. Kurtzman Carson Consultants LLC is the claims and notice agent. The Export-Import Bank of China, owed $312 million used for the construction of five tankers, is represented by Louis R. Strubeck, Jr., Esq., and Kristian W. Gluck, Esq., at Fulbright & Jaworski LLP in Dallas; David L. Barrack, Esq., and Beret Flom, Esq., at Fulbright & Jaworski in New York; and John Knight, Esq., and Christopher Samis, Esq., at Richards Layton & Finger PA. Chilmark Partners, LLC serves as financial and restructuring advisor. Akin Gump Strauss Hauer & Feld LLP, and Pepper Hamilton LLP, serve as co-counsel to the official committee of unsecured creditors. FTI Consulting, Inc., is the financial advisor and Houlihan Lokey Capital, Inc., is the investment banker. OVERSEAS SHIPHOLDING: Joyce Car Files Schedules of Assets & Debts ----------------------------------------------------------------- Joyce Car Carrier Corporation, an affiliate of Overseas Shipholding Group, Inc., filed with the U.S. Bankruptcy Court for the District of Delaware its schedules of assets and liabilities, disclosing: Name of Schedule Assets Liabilities ---------------- ------ ----------- A. Real Property B. Personal Property $27,329,704.44 C. Property Claimed as Exempt D. Creditors Holding Secured Claims $0.00 E. Creditors Holding Unsecured Priority Claims $0.00 F. Creditors Holding Unsecured Non-priority Claims $5,558,443.86 -------------- -------------- TOTAL $27,329,704.44 $5,558,443.86 About Overseas Shipholding Overseas Shipholding Group, Inc., headquartered in New York, is one of the largest publicly traded tanker companies in the world, engaged primarily in the ocean transportation of crude oil and petroleum products. OSG owns or operates 111 vessels that transport oil and petroleum products throughout the world. Overseas Shipholding Group and 180 affiliates filed voluntary Chapter 11 petitions (Bankr. D. Del. Lead Case No. 12-20000) on Nov. 14, 2012, disclosing $4.15 billion in assets and $2.67 billion in liabilities. Greylock Partners LLC Chief Executive John Ray serves as chief reorganization officer. Cleary Gottlieb Steen & Hamilton LLP serves as OSG's Chapter 11 counsel, while Chilmark Partners LLC serves as financial adviser. Kurtzman Carson Consultants LLC is the claims and notice agent. The Export-Import Bank of China, owed $312 million used for the construction of five tankers, is represented by Louis R. Strubeck, Jr., Esq., and Kristian W. Gluck, Esq., at Fulbright & Jaworski LLP in Dallas; David L. Barrack, Esq., and Beret Flom, Esq., at Fulbright & Jaworski in New York; and John Knight, Esq., and Christopher Samis, Esq., at Richards Layton & Finger PA. Chilmark Partners, LLC serves as financial and restructuring advisor. Akin Gump Strauss Hauer & Feld LLP, and Pepper Hamilton LLP, serve as co-counsel to the official committee of unsecured creditors. FTI Consulting, Inc., is the financial advisor and Houlihan Lokey Capital, Inc., is the investment banker. OVERSEAS SHIPHOLDING: Juneau Tanker Files Assets, Debts Schedules ----------------------------------------------------------------- Juneau Tanker Corporation, an affiliate of Overseas Shipholding Group, Inc., filed with the U.S. Bankruptcy Court for the District of Delaware its schedules of assets and liabilities, disclosing: Name of Schedule Assets Liabilities ---------------- ------ ----------- A. Real Property B. Personal Property $2,000,000.00 C. Property Claimed as Exempt D. Creditors Holding Secured Claims $0.00 E. Creditors Holding Unsecured Priority Claims $0.00 F. Creditors Holding Unsecured Non-priority Claims $0.00 -------------- -------------- TOTAL $2,000,000.00 $0.00 About Overseas Shipholding Overseas Shipholding Group, Inc., headquartered in New York, is one of the largest publicly traded tanker companies in the world, engaged primarily in the ocean transportation of crude oil and petroleum products. OSG owns or operates 111 vessels that transport oil and petroleum products throughout the world. Overseas Shipholding Group and 180 affiliates filed voluntary Chapter 11 petitions (Bankr. D. Del. Lead Case No. 12-20000) on Nov. 14, 2012, disclosing $4.15 billion in assets and $2.67 billion in liabilities. Greylock Partners LLC Chief Executive John Ray serves as chief reorganization officer. Cleary Gottlieb Steen & Hamilton LLP serves as OSG's Chapter 11 counsel, while Chilmark Partners LLC serves as financial adviser. Kurtzman Carson Consultants LLC is the claims and notice agent. The Export-Import Bank of China, owed $312 million used for the construction of five tankers, is represented by Louis R. Strubeck, Jr., Esq., and Kristian W. Gluck, Esq., at Fulbright & Jaworski LLP in Dallas; David L. Barrack, Esq., and Beret Flom, Esq., at Fulbright & Jaworski in New York; and John Knight, Esq., and Christopher Samis, Esq., at Richards Layton & Finger PA. Chilmark Partners, LLC serves as financial and restructuring advisor. Akin Gump Strauss Hauer & Feld LLP, and Pepper Hamilton LLP, serve as co-counsel to the official committee of unsecured creditors. FTI Consulting, Inc., is the financial advisor and Houlihan Lokey Capital, Inc., is the investment banker. OVERSEAS SHIPHOLDING: Kimolos Tanker Files Assets, Debts Schedules ------------------------------------------------------------------ Kimolos Tanker Corporation, an affiliate of Overseas Shipholding Group, Inc., filed with the U.S. Bankruptcy Court for the District of Delaware its schedules of assets and liabilities, disclosing: Name of Schedule Assets Liabilities ---------------- ------ ----------- A. Real Property B. Personal Property $17,462,834.51 C. Property Claimed as Exempt D. Creditors Holding Secured Claims $0.00 E. Creditors Holding Unsecured Priority Claims $0.00 F. Creditors Holding Unsecured Non-priority Claims $23,417,960.93 -------------- -------------- TOTAL $17,462,834.51 $23,417,960.93 About Overseas Shipholding Overseas Shipholding Group, Inc., headquartered in New York, is one of the largest publicly traded tanker companies in the world, engaged primarily in the ocean transportation of crude oil and petroleum products. OSG owns or operates 111 vessels that transport oil and petroleum products throughout the world. Overseas Shipholding Group and 180 affiliates filed voluntary Chapter 11 petitions (Bankr. D. Del. Lead Case No. 12-20000) on Nov. 14, 2012, disclosing $4.15 billion in assets and $2.67 billion in liabilities. Greylock Partners LLC Chief Executive John Ray serves as chief reorganization officer. Cleary Gottlieb Steen & Hamilton LLP serves as OSG's Chapter 11 counsel, while Chilmark Partners LLC serves as financial adviser. Kurtzman Carson Consultants LLC is the claims and notice agent. The Export-Import Bank of China, owed $312 million used for the construction of five tankers, is represented by Louis R. Strubeck, Jr., Esq., and Kristian W. Gluck, Esq., at Fulbright & Jaworski LLP in Dallas; David L. Barrack, Esq., and Beret Flom, Esq., at Fulbright & Jaworski in New York; and John Knight, Esq., and Christopher Samis, Esq., at Richards Layton & Finger PA. Chilmark Partners, LLC serves as financial and restructuring advisor. Akin Gump Strauss Hauer & Feld LLP, and Pepper Hamilton LLP, serve as co-counsel to the official committee of unsecured creditors. FTI Consulting, Inc., is the financial advisor and Houlihan Lokey Capital, Inc., is the investment banker. OZ GAS: Court Okays Joel M. Walker as Mediator ---------------------------------------------- The Hon. Thomas P. Agresti, Chief Judge of the U.S. Bankruptcy Court for the Western District of Pennsylvania appointed Joel M. Walker, Esq., of the law firm Duane Morris LLP to act as mediator in the Chapter 11 cases of Oz Gas, Ltd., Great Plains Exploration, LLC, and John D. Oil and Gas Company. On March 15, 2013, the Debtors and RBS Citizens, N.A. d/b/a Charter One, filed a joint motion for mediator appointment, selecting Mr. Walker as mediator. Mr. Walker will be paid $625 per hour for his services. The Court, on March 13, 2013, ordered that the Debtors' motion to extend exclusive solicitation period is denied as moot, in light of the order dated March 7, 2013, denying upon consent of the counsel for the Debtors the disclosure statements and proposed Chapter 11 plans, without prejudice to refiling. As reported by the Troubled Company Reporter on March 26, 2013, the Court denied approval of the disclosure statements. The counsel for the Debtors then asked for an additional period of time to allow for the possibility of reaching a meeting of the minds with RBS, the Debtors' largest secured creditor. The Debtor's counsel raised the possibility of a mediation as a means to that end. RBS was initially skeptical of the idea but became more receptive after the Court suggested that the principal of the Debtors, Richard Osborne, who is a guarantor of the Debtors' debt, would be required to provide an audited individual net worth statement. Accordingly, the Court extended the exclusive period for the Debtors to propose and solicit acceptances of their plan until April 22. RBS is represented by: Frederick D. Rapone, Jr. CAMPBELL & LEVINE, LLC 310 Grant Street, Suite 1700 Pittsburgh, PA 15219 Tel: (412) 261-0310 Fax: (412) 261-5066 E-mail: fdr@camlev.com and Andrew C. Kassner Andrew J. Flame DRINKER BIDDLE & REATH LLP One Logan Square, Suite 2000 Philadelphia, PA 19103-6996 Tel: (215) 988-2700 Fax: (215) 988-2757 E-mail: Andrew.Kassner@dbr.com Andrew.Flame@dbr.com About John D. Oil, Great Plains Exploration and Oz Gas Mentor, Ohio-based John D. Oil & Gas Co., is in the business of acquiring, exploring, developing, and producing oil and natural gas in Northeast Ohio. The Company has 58 producing wells. The Company also has one self storage facility located in Painesville, Ohio. The self-storage facility is operated through a partnership agreement between Liberty Self-Stor Ltd. and the Company. John D. Oil's affiliated entities -- Oz Gas, LTD. and Great Plains Exploration LLC -- filed voluntary Chapter 11 petitions (Bankr. W.D. Pa. Case Nos. 12-10057 and 12-10058) on Jan. 11, 2012. Two days later, John D. Oil filed its own Chapter 11 petition (Bankr. W.D. Pa. Case No. 12-10063). On Nov. 21, 2011, at the request of the lender RBS Citizens, N.A., dba Charter One, a receiver was appointed for all three corporate Debtors, in the United States District Court for the Northern District of Ohio at case No. 11-cv-2089-CAB. District Judge Christopher A. Boyko issued an order appointing Mark E. Dottore as receiver. The Receivership Order was appealed to the Sixth Circuit Court of Appeals on Dec. 19, 2011 and the appeal is currently pending. Judge Thomas P. Agresti oversees the Chapter 11 cases. Robert S. Bernstein, Esq., at Bernstein Law Firm P.C., serves as counsel to the Debtors. Each of Great Plains and Oz Gas estimated $10 million to $50 million in assets and debts. John D. Oil's balance sheet at Sept. 30, 2011, showed $8.12 million in total assets, $12.92 million in total liabilities and a $4.79 million total deficit. The petitions were signed by Richard M. Osborne, CEO. The United States Trustee said a committee under 11 U.S.C. Sec. 1102 has not been appointed because no unsecured creditor responded to the U.S. Trustee's communication for service on the committee. OZ GAS: PCO-Mayfield Withdraws Motion for Trustee Appointment ------------------------------------------------------------- PCO-Mayfield, Ltd., has withdrawn its motion for the appointment of a Chapter 11 trustee in the Chapter 11 cases of Oz Gas, Ltd., Great Plains Exploration, LLC, and John D. Oil and Gas Company. On June 27, 2008, Great Plains entered into an operating agreement with PCO, by and among the Debtor, Anthony Panzica, and J&J Caputo Limited, wherein the parties associated themselves as an Ohio limited liability company known as PCO. On that same date, Great Plains entered into Well Operating Agreement, pursuant to which Great Plains agreed to operate certain gas wells for the benefit of PCO. Certain postpetition amounts were due to PCO, causing it to file a motion for relief from automatic stay on May 25, 2012. After hearing on that relief on Aug. 14, 2012, the Court entered an order that, inter alia, established certain payment terms and set forth a procedure in the event of a default under the terms thereof. On Jan. 18, 2013, the Debtor filed a motion to assume executory contracts relating to PCO. Great Plains wanted to assume the Well Operating Agreement and the LLC Operating Agreement, but PCO claimed that the Debtor wasn't remitting 100% of the well proceeds to PCO, which constituted a default on the Wells Operating Agreement. On Feb. 14, 2013, PCO filed the objection to the motion to assume, after it filed on Feb. 8, 2013, a motion for the appointment of a Chapter 11 trustee. On Feb. 8, PCO also filed an affidavit of default claiming that Great Plains defaulted on its obligations under the stay order. Great Plains and PCO have agreed to resolve all disputes relating to the stay motion, the motion to assume, and the Chapter 11 trustee motion. On March 12, 2013, Great Plains paid PCO for all post-petition amounts due. Great Plains' managing member, Richard Osborne, paid PCO the entire amount of its pre-petition claim against the Debtor. The parties have agreed that the LLC Agreement and the Well Operating Agreement are assumed by Great Plains. In an order dated March 14, 2013, the Court approved an agreement reached between PCO and the Debtors to resolve the disputed matters. PCO is represented by: Harry W. Greenfield BUCKLEY KING LPA 1400 Fifth Third Center 600 Superior Avenue, East Cleveland, Ohio 44114 Tel: (216) 363-1400 Fax: (216) 579-1020 E-mail: greenfield@buckleyking.com About John D. Oil, Great Plains Exploration and Oz Gas Mentor, Ohio-based John D. Oil & Gas Co., is in the business of acquiring, exploring, developing, and producing oil and natural gas in Northeast Ohio. The Company has 58 producing wells. The Company also has one self storage facility located in Painesville, Ohio. The self-storage facility is operated through a partnership agreement between Liberty Self-Stor Ltd. and the Company. John D. Oil's affiliated entities -- Oz Gas, LTD. and Great Plains Exploration LLC -- filed voluntary Chapter 11 petitions (Bankr. W.D. Pa. Case Nos. 12-10057 and 12-10058) on Jan. 11, 2012. Two days later, John D. Oil filed its own Chapter 11 petition (Bankr. W.D. Pa. Case No. 12-10063). On Nov. 21, 2011, at the request of the lender RBS Citizens, N.A., dba Charter One, a receiver was appointed for all three corporate Debtors, in the United States District Court for the Northern District of Ohio at case No. 11-cv-2089-CAB. District Judge Christopher A. Boyko issued an order appointing Mark E. Dottore as receiver. The Receivership Order was appealed to the Sixth Circuit Court of Appeals on Dec. 19, 2011 and the appeal is currently pending. Judge Thomas P. Agresti oversees the Chapter 11 cases. Robert S. Bernstein, Esq., at Bernstein Law Firm P.C., serves as counsel to the Debtors. Each of Great Plains and Oz Gas estimated $10 million to $50 million in assets and debts. John D. Oil's balance sheet at Sept. 30, 2011, showed $8.12 million in total assets, $12.92 million in total liabilities and a $4.79 million total deficit. The petitions were signed by Richard M. Osborne, CEO. The United States Trustee said a committee under 11 U.S.C. Sec. 1102 has not been appointed because no unsecured creditor responded to the U.S. Trustee's communication for service on the committee. PARMALAT SPA: Grant Thornton Wins Dismissal of Case over Collapse ----------------------------------------------------------------- Tiffany Kary & William Rochelle, writing for Bloomberg News, reported that Grant Thornton LLP won dismissal of a lawsuit alleging accounting malpractice related to the 2003 bankruptcy of Parmalat SpA. (PLT). According to the Bloomberg report, U.S. Bankruptcy Judge John Darrah granted a summary judgment to the Chicago-based accounting firm in an order entered April 9 in Chicago district court. After a 10-year legal history involving several changes of venue, Darrah said he would retain jurisdiction over the case, and rule in favor of Grant Thornton for the same reason a prior court had. "These cases have remained unresolved for nearly ten years, and it is unlikely that a remand back to state court will result in more timely dispositions of the cases," Darrah wrote, Bloomberg related. Bloomberg related that U.S. District Judge Lewis Kaplan in Manhattan dismissed the suits in September 2009 based on a defense known as the in pari delicto doctrine. Under the theory, no one can sue to recover damages from a fraud in which it was a willing participant. Kaplan dismissed the suit on what's known as a motion for summary judgment. Bondi had appealed, contending there was no definitive ruling on whether Illinois law would impose the in pari delicto defense on a bankruptcy trustee. Grant Thornton asked the federal district court in Chicago to dismiss the suit rather than send it to state court. "Grant Thornton's motion to retain jurisdiction and enter judgment is granted," Darrah wrote, Bloomberg said. The case is Bondi v. Grant Thornton International, 04-6031, U.S. District Court, Northern District Illinois (Chicago). About Parmalat S.p.A. Headquartered in Milan, Italy, Parmalat S.p.A. -- http://www.parmalat.net/-- sells nameplate milk products that can be stored at room temperature for months. It also has about 40 brand product lines, which include yogurt, cheese, butter, cakes and cookies, breads, pizza, snack foods and vegetable sauces, soups and juices. Parmalat S.p.A. and its Italian affiliates filed separate petitions for Extraordinary Administration before the Italian Ministry of Productive Activities and the Civil and Criminal District Court of the City of Parma, Italy on Dec. 24, 2003. Dr. Enrico Bondi was appointed Extraordinary Commissioner in each of the cases. The Parma Court declared the units insolvent. On June 22, 2004, Dr. Bondi, on behalf of the Italian entities, sought protection from U.S. creditors by filing a petition under Sec. 304 of the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Case No. 04-14268). Parmalat's U.S. operations filed for Chapter 11 protection on Feb. 24, 2004 (Bankr. S.D.N.Y. Case No. 04-11139). Gary Holtzer, Esq., and Marcia L. Goldstein, Esq., at Weil Gotshal & Manges LLP, represented the U.S. Debtors. When the U.S. Debtors filed for bankruptcy protection, they reported more than US$200 million in assets and debts. The U.S. Debtors emerged from bankruptcy on April 13, 2005. Three special-purpose vehicles established by Parmalat S.p.A. -- Dairy Holdings Ltd., Parmalat Capital Finance Ltd., and Food Holdings Ltd. -- commenced separate winding up proceedings before the Grand Court of the Cayman Islands. Gordon I. MacRae and James Cleaver of Kroll (Cayman) Ltd. were appointed liquidators in the cases. On Jan. 20, 2004, the Liquidators filed a Sec. 304 petition (Bankr. S.D.N.Y. Case No. 04-10362). Gregory M. Petrick, Esq., at Cadwalader, Wickersham & Taft LLP, and Richard I. Janvey, Esq., at Janvey, Gordon, Herlands Randolph, represented the Finance Companies in the Sec. 304 case. The Honorable Robert D. Drain presided over the Parmalat Debtors' U.S. cases and Sec. 304 cases. In 2007, Parmalat obtained a permanent injunction in the Sec. 304 cases. PATRIOT COAL: Offers Mine Workers Union 35% Stake in Newco ---------------------------------------------------------- Patriot Coal Corp., facing protests as it seeks to cut benefits to union workers, revised its proposal and offered union workers an equity stake in a reorganized company. The St. Louis Post-Dispatch reports that Patriot Coal Corp. on April 10 submitted to the United Mine Workers of America a proposal: -- wherein the mine workers union would get a 35% stake in the reorganized company, stock which is estimated to be worth hundreds of millions of dollars; -- wherein the union may sell the shares to generate "a substantial cash contribution" for a trust fund to help pay its members' health care costs; -- extending for six months the date on which retiree health care funding is transitioned to the trust, allowing retirees and beneficiaries to keep their current benefits through the end of the year; -- accepting most terms of the union's proposal for a litigation trust that would be funded with $2 million from Patriot after its emergence from bankruptcy for the purpose of pursuing claims against Peabody Energy Corp., Arch Coal Inc. or other parties; and -- wherein the Company pledges to pursue "good faith" negotiations with the UMWA 1974 Pension Plan toward a mutually agreeable arrangement and avoid creation of a large unsecured claim that would hurt other creditors. St. Louis Post-Dispatch report notes the proposal is Patriot's fifth and latest offer. According to the report, the Company is seeking to obtain the union's support for cuts in benefits and wages that Company officials say are necessary for the company's survival. The offer was submitted less than three weeks before Patriot and the union are set to clash in a bankruptcy hearing over a previous proposal to cut back wages and benefits. Bloomberg News related that Patriot filed for bankruptcy in July, citing falling demand for coal and obligations to pay $1.6 billion in lifetime health care for its 8,100 retirees. Patriot is seeking to trim costs by negotiating with unionized employees, and the St. Louis-based company said it needs to shed at least $150 million more in labor expenses to avoid liquidating in bankruptcy, an outcome it says would be worse for retirees, employees and creditors. "Unfortunately, Patriot simply does not have the financial resources to support its current benefit levels and will not survive without substantial changes across its cost structure," the company said in a copy of the proposal, available on a website about the bankruptcy case, according to Bloomberg. Bloomberg further related that Patriot has proposed to reduce its obligations by creating a voluntary employees' beneficiary association, or VEBA, trust administered by the UMWA Health and Retirement Funds. The trust would get funding from Patriot in several ways, and the new proposal would include royalty contribution for every ton produced at all existing mining complexes. The new proposal also extends by six months the date on which retiree health care will be moved to the trust, giving retirees and beneficiaries more time to receive their current level of benefits, Bloomberg said. Obama Help Sought Mike Elk, reporting for In These Times, reports that Senator Joe Manchin (D-W.Va.) is calling upon President Obama to get involved in the fight to maintain the pension benefits of Patriot Coal retirees. "This country wasn't built on having laws on the books that basically protected those that don't need protection, by sacrificing those who basically have given their whole life to something," Senator Joe Manchin (D-W.Va.) told Working In These Times after the Charleston, W.Va., rally. "This is a national issue. The President is a leader. Leadership has got to start at the top." In These Times relates the UMWA is hoping to enlist some legislative pressure to create a failsafe to protect coal miners from future Patriot-style bankruptcies. Senator Jay Rockefeller (D-W.Va.) and Rep. Nick J. Rahall (D-W.Va.) have introduced the Coalfield Accountability and Retired Employee Act that would save the Patriot Coal retirees' benefits. The bill would make it tougher for coal companies to get out of obligations to retirees, extend retirement protections from the 1992 COAL Act to miners who retired after 1992, and transferred unused funds from the federal Abandoned Mine Land fund to shore up the insolvency. With Republicans controlling the House, the UMWA remains pessimistic that such a bill could pass, according to In These Times. About Patriot Coal St. Louis-based Patriot Coal Corporation (NYSE: PCX) is a producer and marketer of coal in the eastern United States, with 13 active mining complexes in Appalachia and the Illinois Basin. The Company ships to domestic and international electricity generators, industrial users and metallurgical coal customers, and controls roughly 1.9 billion tons of proven and probable coal reserves. Patriot Coal and nearly 100 affiliates filed voluntary Chapter 11 petitions in U.S. bankruptcy court in Manhattan (Bankr. S.D.N.Y. Lead Case No. 12-12900) on July 9, 2012. Patriot said it had $3.57 billion of assets and $3.07 billion of debts, and has arranged $802 million of financing to continue operations during the reorganization. Davis Polk & Wardwell LLP is serving as legal advisor, Blackstone Advisory Partners LP is serving as financial advisor, and AP Services, LLC is providing interim management services to Patriot in connection with the reorganization. Ted Stenger, a Managing Director at AlixPartners LLP, the parent company of AP Services, has been named Chief Restructuring Officer of Patriot, reporting to the Chairman and CEO. GCG, Inc. serves as claims and noticing agent. The U.S. Trustee appointed a seven-member creditors committee. Kramer Levin Naftalis & Frankel LLP serves as its counsel. Houlihan Lokey Capital, Inc., serves as its financial advisor and investment banker. Epiq Bankruptcy Solutions, LLC, serves as its information agent. On Nov. 27, 2012, the New York bankruptcy judge moved Patriot's bankruptcy case to St. Louis. The order formally sending the reorganization to Missouri was signed December 19 by the bankruptcy judge. The New York Judge in a Jan. 23, 2013 order denied motions to transfer the venue to the U.S. Bankruptcy Court for the Southern District of West Virginia. PATRIOT COAL: Survival Questionable at the Onset, CEO Says ---------------------------------------------------------- Patriot Coal CEO Mr. Ben Hatfield, who was not at the Company's helm when it filed Chapter 11 bankruptcy, said he has many of the same concerns as labor leaders, according to Coalguru.com, citing a statejournal.com article. According to the Coalguru.com report, Mr. Hatfield said "Frankly, as a competitor, we looked at that and said 'how could that work?' It looks like a bad balance here too many liabilities and not enough assets. Now, they were some good assets. These are coal mines that have a lot of potential and good people and good management but an inordinate amount of legacy liabilities disproportionate to the assets. As a competitor we were very suspect from the day the spin was announced as to whether this venture could survive." Mr. Hatfield joined Patriot from International Coal Group, where he was CEO. The report relates Mr. Hatfield said at that time, coal executives were scratching their heads about the formation of Patriot Coal. The report notes that when Mr. Hatfield joined Patriot Coal it was obviously struggling but he said that no one at that point -- just nine months before the filing -- was predicting bankruptcy. According to the report, Mr. Hatfield said that "Even if you go back to the public announcements at the time of the spin, Peabody proudly declared they had divested a significant, indeed the majority of their long term labor liabilities. They saw it as an opportunity to segregate Peabody going forward from liabilities that were sure to grow in an industry that is very challenged, particularly in Appalachia. So I think it was the plan." Mr. Hatfield continues that "I think it's a fair assessment to be honest. It's 1 of the areas where I frankly agree with many of things Mr Cecil Roberts has said that. Something doesn't quite smell right here." About Patriot Coal St. Louis-based Patriot Coal Corporation (NYSE: PCX) is a producer and marketer of coal in the eastern United States, with 13 active mining complexes in Appalachia and the Illinois Basin. The Company ships to domestic and international electricity generators, industrial users and metallurgical coal customers, and controls roughly 1.9 billion tons of proven and probable coal reserves. Patriot Coal and nearly 100 affiliates filed voluntary Chapter 11 petitions in U.S. bankruptcy court in Manhattan (Bankr. S.D.N.Y. Lead Case No. 12-12900) on July 9, 2012. Patriot said it had $3.57 billion of assets and $3.07 billion of debts, and has arranged $802 million of financing to continue operations during the reorganization. Davis Polk & Wardwell LLP is serving as legal advisor, Blackstone Advisory Partners LP is serving as financial advisor, and AP Services, LLC is providing interim management services to Patriot in connection with the reorganization. Ted Stenger, a Managing Director at AlixPartners LLP, the parent company of AP Services, has been named Chief Restructuring Officer of Patriot, reporting to the Chairman and CEO. GCG, Inc. serves as claims and noticing agent. The U.S. Trustee appointed a seven-member creditors committee. Kramer Levin Naftalis & Frankel LLP serves as its counsel. Houlihan Lokey Capital, Inc., serves as its financial advisor and investment banker. Epiq Bankruptcy Solutions, LLC, serves as its information agent. On Nov. 27, 2012, the New York bankruptcy judge moved Patriot's bankruptcy case to St. Louis. The order formally sending the reorganization to Missouri was signed December 19 by the bankruptcy judge. The New York Judge in a Jan. 23, 2013 order denied motions to transfer the venue to the U.S. Bankruptcy Court for the Southern District of West Virginia. PINNACLE AIRLINES: Honeywell Opposes Assumption of Contract ----------------------------------------------------------- Honeywell International asked U.S. Bankruptcy Judge Robert Gerber to deny the proposed assumption of its maintenance services agreement with Pinnacle Airlines Corp. Pinnacle proposed last month to take over the contract as part of its Chapter 11 plan of reorganization. In case the bankruptcy judge allows Pinnacle to assume the contract, the airline should be required to pay a cure of $86,210, Honeywell said in an April 10 filing. 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. PINNACLE FOODS: Moody's Rates $1.73 Billion Senior Loan 'Ba3' ------------------------------------------------------------- Moody's Investors Service assigned Ba3 ratings to $1.73 billion of senior secured loans being offered by Pinnacle Foods Finance LLC. The rating outlook is positive. The senior secured debt instruments being offered consist of a $1.58 billion seven-year term loan and a $150 million five-year revolving credit facility. Proceeds from the new loans will be used to primarily to refinance four existing senior secured term loans totaling $1.526 billion expiring between 2014 and 2018. The new revolving credit facility, which will be undrawn at closing, will replace an existing $150 million revolving credit facility that expires April 2017. The refinancing will generate approximately $20 million in annual cash interest savings for Pinnacle from reduced pricing and will extend the weighted average duration of its senior secured loans by about 3 years. Rating Rationale: Pinnacle's B1 Corporate Family Rating reflects the company's modest leverage and its portfolio of mature brands in the frozen and shelf-stable food categories that generate relatively stable operating performance, albeit with limited growth potential. Pinnacle competes directly against food companies with greater scale, capital resources and pricing power. The rating also reflects elevated event risk related to Pinnacle's still concentrated 68% ownership by private equity firm, The Blackstone Group, and its greater capacity to pursue mergers and acquisitions as a public company. Pinnacle's Corporate Family rating was upgraded to B1 from B2 on April 10, 2013 after the company successfully raised $667 million in an IPO and used the proceeds to make permanent reductions to its outstanding debt. The outlook was also revised to positive. Pinnacle Foods Finance LLC: Ratings Assigned $150 million proposed senior secured revolving loan expiring April 2018 at Ba3 LGD3 - 40%; $1,580 million proposed senior secured Term Loan G due April 2020 at Ba3 LGD3 - 40%. Ratings to Be Withdrawn Pending Repayment $150 million senior secured revolving loan expiring April 2017 at Ba3; $41 million senior secured Term Loan B due April 2014 at Ba3; $638 million senior secured Extended Term Loan B due October 2016 at Ba3; $398 million senior secured Term Loan E due October 2018 at Ba3; $449 million proposed senior secured Term Loan F, due 2018 at Ba3. The rating on the senior secured debt instruments is Ba3, one notch above the Corporate Family Rating, reflecting secured creditors' senior position in right of payment ahead of $400 million of unsecured debt which is rated B3. The senior unsecured debt is rated two notches below the Corporate Family Rating reflecting their junior position in the capital structure to $1,730 million of senior secured debt instruments. A ratings upgrade could occur if Moody's believes that Pinnacle is likely to reduce debt to EBITDA to below 4.0 times. Conversely, ratings could be lowered if weak operating performance or a leveraged acquisition causes Pinnacle's debt/EBITDA to rise above 6.0 times. The principal methodology used in this rating was the Global Packaged Goods published in December 2012. Other methodologies used include Loss Given Default for Speculative-Grade Non- Financial Companies in the U.S., Canada and EMEA published in June 2009. Headquartered in Parsippany, New Jersey, Pinnacle Foods Finance LLC -- through its wholly-owned operating company, Pinnacle Foods Group -- manufactures and markets branded convenience food products in the US and Canada. Its brands include Birds Eye, Voila, Hungry-Man and Swanson frozen dinners, Vlasic pickles, Mrs. Paul's and Van de Kamp's frozen prepared sea food, Aunt Jemima frozen breakfasts, Log Cabin and Mrs. Butterworth's syrup and Duncan Hines cake mixes. Annual net sales are approximately $2.5 billion. Pinnacle Foods Finance LLC is controlled by investment funds associated with or designated by The Blackstone Group, which following the IPO owns approximately 68% of the common shares. POWERWAVE TECHNOLOGIES: Secures DIP Financing, Appoints New CEO --------------------------------------------------------------- Powerwave Technologies, Inc. on April 12 disclosed that it has entered into a Debtor in Possession Credit and Security Agreement with P-Wave Holdings, LLC, an affiliate of The Gores Group. Under the agreement, P-Wave Holdings, LLC will make available to the Company a multiple draw senior secured priming term loan credit facility of up to $5,000,000 ("DIP Facility") for general corporate purposes and working capital during its bankruptcy case in support of the sales process the Company is undertaking. The Company's sales process has been extended by the Bankruptcy Court with bids due on May 9, 2013 and an auction date of May 13, 2013. The Bankruptcy Court has approved the Company's retention of Houlihan Lokey as its investment banker to assist in the sales process. In a separate matter, Powerwave also disclosed that Ronald J. Buschur has resigned from his positions as President and Chief Executive Officer. The Board of Directors of the Company has appointed Khurram Sheikh as Chief Executive Officer. Mr. Sheikh previously was the Company's Chief Technology Officer. "We appreciate the continued support of Gores in making the additional funds available to the Company which allows the Company and its investment banker to complete a more robust marketing and sale process," stated Khurram P. Sheikh, the Company's CEO. 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, Cal., 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. Prepetition secured lender, P-Wave Holdings LLC, is represented by Martin A. Sosland, Esq., and Joseph H. Smolinsky, Esq., at Weil Gotshal & Manges LLP; and Mark D. Collins, Esq., and John H. Knight, Esq., at Richards Layton & Finger. The Official Committee of Unsecured Creditors has retained Sidley Austin LLP; Young Conaway Stargatt & Taylor LLP; and Zolfo Cooper, LLC. PROTECTIVE LIFE: Fitch Affirms BB+ Ratings on 2 Sub. Debt Classes ----------------------------------------------------------------- Fitch Ratings has affirmed Protective Life Corp.'s (NYSE: PL) Issuer Default Rating (IDR) at 'BBB+' and senior debt ratings at 'BBB'. At the same time, Fitch has affirmed the 'A' Insurer Financial Strength (IFS) ratings of PL's primary life insurance subsidiaries. The Rating Outlook is Stable. Key Rating Drivers: The rating action follows PL's announcement that it plans to acquire MONY Life Ins. Co. from AXA Financial, Inc. for about $1 billion. As part of the transaction, PL will also acquire certain blocks of business via reinsurance from an affiliate of MONY Life, which will remain part of AXA Financial. The business to be acquired represents approximately $9.8 billion of statutory reserves and largely consists of legacy closed block individual participating life insurance business formed when MONY Life demutualized in 1998. The affirmation of PL's ratings reflects Fitch's view that the proposed transaction is consistent with the company's strategy to acquire blocks of life insurance business. Fitch believes that the acquisition of companies and life blocks is a core competency of PL, and anticipates that the company's expertise in this area will mitigate execution risk. Fitch expects the acquisition should provide the company with a stable source of earnings and cash flow from a relatively low risk block of life insurance business. The acquisition will be funded from existing sources of capital and liquidity. The bulk of the financing will come from capital at Protective Life Ins. Co. (PLICO), the group's primary operating company. The financing is expected to reduce PLICO's risk-based capital (RBC) ratio from 510% at year-end 2012 to closer to 400%. The RBC is expected to remain above 400% post-acquisition. PL's $750 million credit facility is expected to provide about $100 million of acquisition funding. This will take PL's financial leverage ratio from 29% at year-end 2012 to about 31% on a pro forma basis. This is somewhat above expectations for the rating level but within tolerances. Total leverage remains high driven by PL's reserve financing. PL has one of the highest total financing and commitments (TFC) ratios in the Fitch universe at 1.7x. Fitch views PL's full-year 2012 operating results as good and in line with expectations for the rating. Results were relatively flat with the prior year, as favorable factors, including good mortality and improved equity market performance, were offset by the impact of ongoing low interest rates, including lower lapses, and higher expenses in the asset protection segment. Fitch views PL's ability to service adjusted debt interest expense as solid based on GAAP earnings coverage in the 8x range. Cash interest coverage, which considers maximum statutory dividend capacity and committed cash at the holding company relative to adjusted interest expense, is also strong at about 6x. Key concerns include macroeconomic headwinds from low interest rates and financial market volatility. These conditions are expected to constrain PL's ability to improve earnings over the near term and could have a material negative effect on the company's earnings and capital in a severe, albeit unexpected, scenario. Rating Sensitivities: The key rating triggers that could result in an upgrade include continued good GAAP operating profitability and earnings-based coverage of interest expense; financial leverage below 25%; TFC below 1.0x range. The key rating triggers that could result in a downgrade include a material decline in GAAP equity that would drive financial leverage above 30% or a drop in statutory capital that would drive reported RBC below 300%, a downturn or weak growth in earnings, or a material reinsurance loss. Ratings could also be pressured if interest coverage fell below 5x or the TFC rises above 2.0x on a sustained basis. Fitch has affirmed the following ratings with a Stable Rating Outlook: Protective Life Corporation -- IDR at 'BBB+'; -- $250 million in senior notes due 2013 at 'BBB'; -- $150 million in senior notes due 2014 at 'BBB'; -- $150 million in senior notes due 2018 at 'BBB'; -- $400 million of 7.38% senior notes due 2019 at 'BBB'; -- $300 million of 8.45% senior notes due 2039 at 'BBB'; -- $100 million of 8.00% senior retail notes due 2024 at 'BBB'; -- $288 million of 6.25% subordinated debt due 2042' at 'BB+'; -- $150 million of 6.00% subordinated debt due 2042 at 'BB+'; -- $103 million of 6.13% trust preferreds issued through PLC -- Capital Trust V due 2034 at 'BB+'. Protective Life Insurance Company Protective Life and Annuity Insurance Company West Coast Life Insurance Company -- IFS at 'A'. Protective Life Secured Trust -- Medium-term notes at 'A'. QUIGLEY CO: Ends Appeal of $8.7MM Asbestos Verdict -------------------------------------------------- Jeremy Heallen of BankruptcyLaw360 reported that a Texas appeals court on Thursday overturned an $8.7 million judgment against Pfizer Inc. and its defunct subsidiary Quigley Co. Inc. after the company announced it had reached a settlement in bankruptcy court with a group of asbestos victims. According to the report, the Ninth District Court of Appeals vacated a 2003 judgment in favor of Sammy Ray Acker and others who had claimed they suffered asbestos exposure from coming in contact with Quigley's industrial products, removing a hurdle to the company's upcoming confirmation bid of its Chapter 11 reorganization. About Quigley Co. Quigley Co. was acquired by Pfizer in 1968 and sold small amounts of products containing asbestos until the early 1970s. In September 2004, Pfizer and Quigley took steps that were intended to resolve all pending and future claims against the Company and Quigley in which the claimants allege personal injury from exposure to Quigley products containing asbestos, silica or mixed dust. Quigley filed for bankruptcy in 2004 and has a Chapter 11 plan and a settlement with Chrysler. Quigley filed for Chapter 11 bankruptcy protection (Bankr. S.D.N.Y. Case No. 04-15739) on Sept. 3, 2004, to implement a proposed global resolution of all pending and future asbestos- related personal injury liabilities. Lawrence V. Gelber, Esq., and Michael L. Cook, Esq., at Schulte Roth & Zabel LLP, represent the Debtor in its restructuring efforts. Elihu Inselbuch Esq., at Caplin & Drysdale, Chartered, represents the Official Committee of Unsecured Creditors. When the Debtor filed for protection from its creditors, it disclosed $155,187,000 in total assets and $141,933,000 in total debts. In April 2011, the bankruptcy judge approved a plan-support agreement with Pfizer and an ad hoc committee representing 30,000 asbestos claimants. A May 20, 2011 opinion by District Judge Richard Holwell concluded that Pfizer was directly liable for some asbestos claims arising from products sold by its now non-operating subsidiary Quigley. RAHA LAKES: Plan Outline Hearing Continued Until April 30 --------------------------------------------------------- The U.S. Bankruptcy Court for the Central District of California continued until April 30, 2013, at 10 a.m., the hearing to consider adequacy of information in the Disclosure Statement explaining Raha Lakes Enterprises, LLC, et al.'s proposed Joint Plan of Reorganization. The Court also directed that the Debtors are to file an Amended disclosure statement by March 29. Objections, if any, to the Amended Disclosure Statement were due April 12, and any reply must be filed by April 26. The Debtors filed on Jan. 15, 2013, a joint disclosure statement describing their joint plan of reorganization dated Jan. 14, 2013. The Plan will be funded from the following sources and in the following order of priority: (1) the operation of the Debtors' real property at 900 South San Pedro Street, Los Angeles, in the South-East corner of 9th Street and San Pedro Street, in the Garment District in Downtown Los Angeles, (2) the refinance or sale of the Property, and (3) contributions from the Debtors' principal owner, Kayhan Shakib. Specifically, the Plan provides that: * San Pedro Investment, LLC's first priority secured claim (Class 1 - $6,144,820) will continue to be secured by the Property. The SPI Secured Claim will accrue interest after the Effective Date at a rate of 5 1/2% per year and will be due in 3 years with payments amortized over 360 months and paid in equal monthly installments of $30,000. The Principal balance will be due on the last day of the 36th month following the first month after the Effective Date. * San Pedro Investment's second priority secured claim (Class 2 - $2,563,570) will continue to be secured by the Property. The SPI Secured Claim will accrue interest after the Effective Date at a rate of 5 1/2% per year and will be due in 3 years with payments amortized over 360 months and paid in equal monthly installments of $30,000. The Principal balance will be due on the last day of the 36th month following the first month after the Effective Date. * Unsecured claims (Class 4) in the approximate amount of $369,597, to the extent not disputed, will be paid a total of 100% of the Allowed Claim on a monthly basis over 2 years from the Effective Date with the first payment on the 90th day after the Effective Date. Of the Class 4 claims, $250,000 is the claim of an insider. * Interest holders (Class 5) will retain their interests in the Reorganized Debtors. A copy of the Joint Disclosure Statement is available at: http://bankrupt.com/misc/rahalakes.doc88.pdf About Raha Lakes Raha Lakes Enterprises, LLC, filed a Chapter 11 petition (Bankr. C.D. Calif. Case No. 12-43422) on Oct. 3, 2012, in Los Angeles. Raha Lakes, a single-asset real estate company, estimated assets of at least $10 million and debt of at least $1 million. The company's principal asset is at 900 South San Pedro Street in Los Angeles. Raha Lakes estimated $10 million to $50 million in assets, and $1 million to $10 million in debts. The petition was signed by Kayhan Shakib, managing member. Mehr in Los Angeles Enterprises, LLC, filed a bare-bones Chapter 11 petition (Bankr. C.D. Calif. Case No. 12-43589) on Oct. 4, 2012, estimating assets of at least $10 million and liabilities of at least $1 million. The petition was signed by Yadollah Shakib, managing member. Judge Ernest M. Robles presides over the cases. The Debtors are represented by Michael S. Kogan, Esq., at Kogan Law Firm APC. John Choi, Esq., at Kim Park Choi, in Los Angeles, represents secured creditor San Pedro Investment, LLC, as counsel. RAPID-AMERICAN CORP: Committee Taps Caplin & Drysdale as Counsel ---------------------------------------------------------------- The Official Committee of Unsecured Creditors in the Chapter 11 case of Rapid-American Corp. seeks authorization from the Hon. Stuart M. Bernstein of the U.S. Bankruptcy Court of the Southern District of New York to retain Caplin & Drysdale, Chartered, as counsel. Caplin will, among other things, prepare on behalf of the Committee all necessary motions, applications, pleadings, memoranda, proposed orders, reports, and other legal documents, at these hourly rates: Elihu Inselbuch, Member $1,000 Ronald E. Reinsel, Member $730 Kevin C. Maclay, Member $565 Rita C. Tobin, Of Counsel $555 Sara Joy DelSavio, Paralegal $230 Eugenia Benetos, Paralegal $230 Ashley Hutton, Paralegal $215 To the best of the Committee's knowledge, Caplin does not hold or represent any interest adverse to the Debtor on any matters for which SNR Denton is to be engaged. A hearing on the Committee's employment of Caplin will be held on April 30, 2013, at 10:00 a.m. (Eastern Time). Caplin can be reached at: Elihu Inselbuch, Esq. Rita C. Tobin, Esq. 600 Lexington Avenue, 21st Floor New York, New York 10022 Tel: (212) 379-6000 Fax: (212) 644-6755 E-mail: einselbuch@capdale.com rtobin@capdale.com and Ronald E. Reinsel, Esq. Kevin C. Maclay, Esq. CAPLIN & DRYSDALE, CHARTERED One Thomas Circle, N.W., Suite 1100 Washington, D.C. 20005 Tel: (202) 862-5000 Fax: (202) 429-3301 E-mail: rreinsel@capdale.com kmaclay@capdale.com About Rapid-American Corp. Rapid-American Corp. filed for bankruptcy protection in Manhattan (Bankr. S.D.N.Y. Case No. 13-10687) on March 8, 2013, to deal with debt related to asbestos personal-injury claims. New York-based Rapid-American was formerly a holding company with subsidiaries primarily engaged in retail sales and consumer products and was never engaged in an asbestos business of any kind. Through a series of merger transactions going back more than 45 years, Rapid has nevertheless incurred successor liability for personal injury claims arising from plaintiffs' exposure to asbestos-containing products sold by The Philip Carey Manufacturing Company -- Old Carey -- as that entity existed prior to June 1, 1967. Attorneys at Reed Smith LLP serve as counsel to the Debtor. The Debtor estimated assets of at least $50 million and liabilities of up to $500 million. RAPID-AMERICAN CORP: Has Nod to Hire SNR Denton as Special Counsel ------------------------------------------------------------------ Rapid-American Corp. obtained permission from the Hon. Stuart M. Bernstein of the U.S. Bankruptcy Court of the Southern District of New York to employ SNR Denton US LLP as special counsel, nunc pro tunc to March 8, 2013. As reported by the Troubled Company Reporter on March 20, 2013, the Debtor requested that SNR Denton serve as special counsel because of that firm's extensive knowledge of the Debtor's corporate history and corporate transactions, and the involvement of that firm in the defense of the asbestos litigation confronting the Debtor and the transactions in which the Debtor has participated related thereto. About Rapid-American Corp. Rapid-American Corp. filed for bankruptcy protection in Manhattan (Bankr. S.D.N.Y. Case No. 13-10687) on March 8, 2013, to deal with debt related to asbestos personal-injury claims. New York-based Rapid-American was formerly a holding company with subsidiaries primarily engaged in retail sales and consumer products and was never engaged in an asbestos business of any kind. Through a series of merger transactions going back more than 45 years, Rapid has nevertheless incurred successor liability for personal injury claims arising from plaintiffs' exposure to asbestos-containing products sold by The Philip Carey Manufacturing Company -- Old Carey -- as that entity existed prior to June 1, 1967. Attorneys at Reed Smith LLP serve as counsel to the Debtor. The Debtor estimated assets of at least $50 million and liabilities of up to $500 million. READER'S DIGEST: Seeks OK of Deal With DirectSourcing Germany ------------------------------------------------------------- RDA Holding Co. and its affiliates seek entry of an order authorizing the Debtors to enter into and perform under a Termination and Transition Services Agreement, dated March 25, 2013, with DirectSourcing Germany GmbH. In October 2009, Reader's Digest and DirectSourcing entered into that certain Master Service Agreement (MSA), pursuant to which DirectSourcing agreed to provide certain services related to the sourcing and procurement of merchandise and promotional items. The MSA provided that DirectSourcing was entitled as a condition of its service to obtain certain insurance with respect to the receivables procured under the DSG Contracts. After entering into the MSA, however, it became apparent that the insurance product was not available. Due to DirectSourcing's inability to obtain such insurance, in or about June 2010, Reader's Digest agreed, as an alternative, to place into escrow $500,000 of cash collateral to secure all amounts owed to DirectSourcing under the DSG Contracts. The DSG Contracts provided that DirectSourcing could terminate the agreement in the event that annual purchase volumes for Asian procurement were below $16 million. Currently, annual purchase volumes are below the $16 million threshold. The Debtors have determined that maintaining the DSG Contracts in their current form is no longer cost-effective. The Debtors believe, however, that rejecting or terminating the DSG Contracts at this time would generate certain adverse consequences for the Debtors. For example, exercising the termination for convenience provision in the DSG Contracts would entitle the Debtors to transition services but would require the incurrence of severance obligations in an aggregate amount of approximately $300,000, and the need to make immediate payments for works-in-process totaling up to approximately $1.5 million in the aggregate. Rejection, on the other hand, would result in an abrupt termination that could risk significant disruption to the Debtors' operations. The Debtors further believe that these adverse consequences also would arise if DirectSourcing were to immediately terminate the DSG Contracts on the basis that annual purchase volumes are below the $16 million threshold, without an agreed upon transition arrangement. To avoid these and other negative consequences, the Debtors have engaged in negotiations with DirectSourcing to achieve a smooth and gradual exit from the existing arrangement on favorable terms. The Debtors and DirectSourcing have reached a mutual agreement that: 1) terminates the DSG Contracts, 2) ensures the orderly transition of works-in-process, the estimated value of which is approximately $1.5 million, and establishes procedures for continued sourcing and procurement services from DirectSourcing through the end of the current year, 3) enables the Debtors to recover the $500,000 cash collateral deposit currently held in escrow upon payment of amounts outstanding, 4) avoids the incurrence of most transition costs that the Debtors would otherwise incur if the Debtors were compelled to immediately replace DirectSourcing with one or more vendors, and 5) provides for a negotiated severance cap of $188,000. About Reader's Digest Reader's Digest is a global media and direct marketing company that educates, entertains and connects consumers around the world with products and services from trusted brands. For more than 90 years, the flagship brand and the world's most read magazine, Reader's Digest, has simplified and enriched consumers' lives by discovering and expertly selecting the most interesting ideas, stories, experiences and products in health, home, family, food, finance and humor. RDA Holding Co. and 30 affiliates (Bankr. S.D.N.Y. Lead Case No. 13-22233) filed for Chapter 11 protection on Feb. 17, 2013 with an agreement with major stakeholders for a pre-negotiated chapter 11 restructuring. Under the plan, the Debtor will issue the new stock to holders of senior secured notes. RDA Holding Co. listed total assets of $1,118,400,000 and total liabilities of $1,184,500,000 as of the Petition Date. Weil, Gotshal & Manges LLP serves as bankruptcy counsel to the Debtors. Evercore Group LLC is the investment banker. Epiq Bankruptcy Solutions LLC is the claims and notice agent. Reader's Digest, together with its 47 affiliates, first sought Chapter 11 protection (Bankr. S.D.N.Y. Case No. 09-23529) Aug. 24, 2009 and exited bankruptcy Feb. 19, 2010. READER'S DIGEST: Judge OKs $6M Sale of Nordic, French Units ----------------------------------------------------------- Maria Chutchian of BankruptcyLaw360 reported that a New York bankruptcy judge on Thursday signed off on Reader's Digest Association Inc.'s parent company's $5.8 million sale of its units in France, Sweden and Finland, but declined to set aside 35 percent of the proceeds for its unsecured creditors. According to the report, U.S. Bankruptcy Judge Robert D. Drain's ruling will allow RDA Holdings Co. to shed three of its underperforming European affiliates. The magazine publisher, now in the midst of its second bankruptcy in four years, has said that it believes regional companies will be more successful, the report related. About Reader's Digest Reader's Digest is a global media and direct marketing company that educates, entertains and connects consumers around the world with products and services from trusted brands. For more than 90 years, the flagship brand and the world's most read magazine, Reader's Digest, has simplified and enriched consumers' lives by discovering and expertly selecting the most interesting ideas, stories, experiences and products in health, home, family, food, finance and humor. RDA Holding Co. and 30 affiliates (Bankr. S.D.N.Y. Lead Case No. 13-22233) filed for Chapter 11 protection on Feb. 17, 2013 with an agreement with major stakeholders for a pre-negotiated chapter 11 restructuring. Under the plan, the Debtor will issue the new stock to holders of senior secured notes. RDA Holding Co. listed total assets of $1,118,400,000 and total liabilities of $1,184,500,000 as of the Petition Date. Weil, Gotshal & Manges LLP serves as bankruptcy counsel to the Debtors. Evercore Group LLC is the investment banker. Epiq Bankruptcy Solutions LLC is the claims and notice agent. Reader's Digest, together with its 47 affiliates, first sought Chapter 11 protection (Bankr. S.D.N.Y. Case No. 09-23529) Aug. 24, 2009 and exited bankruptcy Feb. 19, 2010. RESIDENTIAL CAPITAL: Judge Leaves $8MM in Bonuses Up In The Air --------------------------------------------------------------- Maria Chutchian of BankruptcyLaw360 reported that a New York bankruptcy judge on Thursday held off on approving nearly $8 million in bonuses for Residential Capital LLC employees and executives after questioning the fallen mortgage servicer's attorneys on whether the goals required for the recipients are challenging enough to warrant the pay. According to the report, the proposed bonuses prompted an objection from the U.S. Trustee, who is unconvinced that the standards the executives must meet in order to receive the money are difficult to achieve. 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. 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: Creditors Want to Sue Ally Financial --------------------------------------------------------- Joseph Checkler at Daily Bankruptcy Review reports thatResidential Capital LLC's creditors want the right to sue ResCap parent Ally Financial Inc. over dealings between the entities before and since ResCap's bankruptcy filing, which, if successful, could put government-controlled Ally on the hook for all $20 billion to $25 billion in ResCap's liabilities. 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. 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). REVEL AC: Mulls Adding Smoking Section at Resort ------------------------------------------------ Hoa Nguyen, writing for The Press of Atlantic City, in New Jersey, reports that Revel's bankruptcy documents say the resort intends to add a smoking section as part of its restructuring changes, but there are indications officials haven't made a definitive decision. The resort has not submitted plans showing how it would add a designated smoking area to the casino floor -- blueprint submissions are required of any property prior to adding a smoking section, according to the Atlantic City Health Department. Under the city's health codes, a casino can add smoking areas, but the space must encompass no more than 25 percent of the gambling floor. The report relates Jeffrey Hartmann, Revel's interim CEO, was not made available for an interview on the topic. However, he issued a statement in response to inquiries from The Press of Atlantic City saying the resort was "weighing the benefits." "As we evaluate our business model and look for ways to improve the long-term viability of Revel, we are carefully weighing the benefits of and how best to introduce a designated smoking area within the casino," he said, according to the report. "We aim to provide a wide array of amenities in order to cater to our guests' varying preferences, and a designated smoking area could further add to this offering." According to the report, some observers said the decision to add a smoking area is a difficult one because Revel, which was built on a model that promotes healthy living, stands to alienate patrons drawn to the resort for its smoke-free environment. About Revel AC Revel AC, Inc. -- http://www.revelresorts.com/-- owns and operates Revel, a Las Vegas-style, beachfront entertainment resort and casino located on the Boardwalk in the south inlet of Atlantic City, New Jersey. Revel AC Inc. along with four affiliates sought bankruptcy protection (Bankr. D.N.J. Lead Case No. 13-16253) on March 25, 2013, in Camden, New Jersey, with a prepackaged plan that reduces debt by $1.25 billion. Revel's legal advisor in connection with the restructuring is Kirkland & Ellis LLP. Alvarez & Marsal serves as its restructuring advisor and Moelis & Company serves as its investment banker for the restructuring. Epiq Bankruptcy Solutions is the claims and notice agent. Already accepted by creditors, Revel's reorganization plan is designed to reduce debt for borrowed money by 82 percent, from $1.52 billion to $272 million. For a projected 19 percent recovery, holders of an $896 million secured term loan are to receive all the new equity. General unsecured creditors are to be paid in full. RICEBRAN TECHNOLOGIES: Incurs $11.1-Mil. Net Loss in 2012 --------------------------------------------------------- RiceBran Technologies filed on April 1, 2013, its annual report on Form 10-K for the year ended Dec. 31, 2011. BDO USA, LLP, in Phoenix, Arizona, expressed substantial doubt about RiceBran Technologies' ability to continue as a going concern. The independent auditors noted that the Company has suffered recurring losses from operations resulting in an accumulated deficit of $204.4 million at Dec. 31, 2012. "Although the Company emerged from bankruptcy in November 2010, there continues to be substantial doubt about its ability to continue as a going concern." The Company reported a net loss of $11.1 million on $37.7 million of revenues in 2012, compared with a net loss of $10.9 million on $37.0 million of revenues in 2011. The Company's balance sheet at Dec. 31, 2012, showed $47.0 million in total assets, $33.3 million in total liabilities, $9.3 million in temporary equity, and equity attributable to RiceBran Technologies shareholders of $4.4 million. A copy of the Form 10-K is available at http://is.gd/vab8oi Scottsdale, Ariz.-based RiceBran Technologies, a California corporation, is a human food ingredient and animal nutrition company focused on the procurement, bio-refining and marketing of numerous products derived from rice bran. RODEO CREEK: Has Final Approval to Obtain $9MM of DIP Loans ----------------------------------------------------------- Judge Mike K. Nakagawa of the U.S. Bankruptcy Court for the District of Nevada entered a final order authorizing Rodeo Creek Gold Inc. and Antler Peak Gold Inc. to incur loans under a $9 million postpetition term credit facility and for the Debtors to use cash collateral securing their prepetition indebtedness. The DIP Facility is arranged by an affiliate of Credit Suisse Group AG, as agent. The DIP financing would mature on the earlier of three months after closing, and the consummation of the sale of substantially all of the assets of the Debtors. The maturity may, in the DIP Agent's sole discretion, be extended by one one-month extension, subject to an extension fee of 1% of the outstanding amount of the DIP loan. The interest rate will be the LIBOR rate plus 3.75% and a commitment fee in the amount of 1.25% of the commitment under the DIP facility would be payable monthly in arrears; As adequate protection for the use of cash collateral, the prepetition secured lenders would receive superpriority claims, replacement liens and payment of current interest and reasonable fees. The Debtors are expected to file a Chapter 11 plan in the form and substance satisfactory to the DIP Agent and related disclosure statement on or before April 22, 2013, and seek confirmation of the Plan on an expedited basis. The Plan is required to provide for the establishment of a liquidating trust and the appointment of a liquidating trustee. Prior to the Court's final approval of the DIP Motion, Caterpillar Financial Services Corporation, who has continued to raise concerns regarding the amount of the DIP Facility actually needed by the Debtors, consented to the increase in the interim DIP Facility until the sale and auction dates at which point the Debtors' budget and financial needs will be known. Caterpillar has also continued to assert that it holds a first priority lien on the Debtors' assets. In response, the Debtors argued that Caterpillar does not hold any lien on the Debtors' assets but instead is the smallest minority participant in the Existing Hollister Credit Facility for which Credit Suisse is the administrative and collateral agent. The hearing on the sale of the Debtors' assets is continued to May 2, 2013, at 1:30 p.m., according to an amended order. The auction will be conducted at the New York offices of Sidley Austin LLP on April 23, commencing at 9:00 a.m. when the Debtors have received qualified bids by the April 19 deadline. Objections to the sale must be filed by April 26. The Final DIP Order grants each of the DIP Lenders and the Existing Hollister Lenders the right to "credit bid" in full or in part the amount of their secured claims at the sale of the Debtors' assets. About Rodeo Creek and Great Basin Canada-based The Great Basin Gold Ltd and its subsidiaries are engaged in the exploration, development, and operation of high- quality gold properties. The GBG Group's primary projects are a trial mine and a recently constructed start-up mine, both of which are located in rich gold-producing regions: the Hollister trial mine in Nevada and the Burnstone start-up mine in South Africa. The GBG Group also holds interests in early-stage mineral prospects located in Canada and Mozambique. On Sept. 18, 2012, the GBG Group's primary South African operating subsidiary and owner of the Burnstone Start-up Mine, Southgold Exploration (Pty) Ltd., commenced business rescue proceedings under chapter 6 of the South African Companies Act, 2008. On Sept. 19, 2012, Great Basin Gold Ltd., the ultimate parent company, applied for protection from its creditors in Canada pursuant to the Companies' Creditors Arrangement Act, R.S.C. 1985, c. C-36 in the Supreme Court of British Columbia Vancouver Registry. GBG arranged -- and the U.S. debtors cross-guaranteed -- DIP financing from Credit Suisse and Standard Chartered Bank in the amount of $51 million, of which $10 million was made available to the U.S. subsidiaries and $25 million for South Africa. On Feb. 25, 2013, Rodeo Creek Gold Inc., which operates and owns the Hollister Trial-Mine, along with other U.S. subsidiaries of Great Basin, filed petitions for Chapter 11 protection (Bankr. D. Nev. Case No. 13-50301), in Reno, Nevada, as cash ran out before they could complete the sale of the mine. Rodeo Creek estimated assets worth less than $100 million and debt in excess of $100 million. Credit Suisse is the agent under the Debtors' secured prepetition credit facilities: (i) the Existing Hollister Credit Facility, under which the Debtors had $52.5 million outstanding at the end of 2012 and (ii) the Canadian DIP Facility, under which the Debtors had guaranteed $35 million outstanding as of the Petition Date. The Debtors also had $13.5 million in outstanding trade debt, in addition to certain intercompany obligations. ROTECH HEALTHCARE: Meeting to Form Creditors' Panel on April 18 --------------------------------------------------------------- Roberta A. DeAngelis, United States Trustee for Region 3, will hold an organizational meeting on April 18, 2013, at 10:00 a.m. in the bankruptcy case of Rotech Healthcare Inc., et al. The meeting will be held at: J. Caleb Boggs Federal Building 844 King Street, Room 5209 Wilmington, DE 19801 The sole purpose of the meeting will be to form a committee or committees of unsecured creditors in the Debtors' cases. The organizational meeting is not the meeting of creditors pursuant to Section 341 of the Bankruptcy Code. A representative of the Debtor, however, may attend the Organizational Meeting, and provide background information regarding the bankruptcy cases. To increase participation in the Chapter 11 proceeding, Section 1102 of the Bankruptcy Code requires that the United States Trustee appoint a committee of unsecured creditors as soon as practicable. The Committee ordinarily consists of the persons, willing to serve, that hold the seven largest unsecured claims against the debtor of the kinds represented on the committee. Section 1103 of the Bankruptcy Code provides that the Committee may consult with the debtor, investigate the debtor and its business operations and participate in the formulation of a plan of reorganization. The Committee may also perform other services as are in the interests of the unsecured creditors whom it represents. 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. On April 8, 2013, Rotech Healthcare and 114 subsidiary companies filed petitions seeking relief under chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No. 13-10741) to implement a pre- arranged plan negotiated with secured lenders. Attorneys at Proskauer Rose LLP, and Young, Conaway, Stargatt & Taylor serve as counsel to the Debtors; Foley & Lardner LLP is the healthcare regulatory counsel; Akin Gump Strauss Hauer & Feld LLP is the special healthcare regulatory counsel; Barclays Capital Inc. is the financial advisor; Alix Partners, LLP is the restructuring advisor; and Epiq Bankruptcy Solutions LLC is the claims agent. Prepetition term loan lender and DIP lender Silver Point Capital and other consenting noteholders are represented by Wachtell, Lipton, Rosen & Katz, and Richards Layton & Finger PA. ROTHSTEIN ROSENFELDT: Plan Outline Rejected; Case May Be Converted ------------------------------------------------------------------ Paul Brinkmann, writing for South Florida Business Journal, reports U.S. Bankruptcy Judge Raymond Ray on Friday morning denied approval of the disclosure statement explaining the exit plan for Rothstein Rosenfeldt Adler. The Plan, filed by retired judge Herbert Stettin, the defunct law firm's Chapter 11 trustee, proposes to wind down litigation connected to the law firm as well as grants releases to TD Bank, which is being sued by former RRA clients for its role in Scott Rothstein's $1.4 billion Ponzi scheme. The Business Journal report notes TD Bank has already paid more than $330 million in Rothstein-related settlements. The Plan would cut off further litigation in exchange for a final payment of up to $72.5 million. According to the report, Judge Ray made it clear Mr. Stettin can resubmit the disclosure statement, but there may be a hearing first on the motion to convert the case to a Chapter 7. The report also relates Judge Ray ordered that Mr. Settin and the attorneys working with him at Berger Singerman should no longer represent that the exit plan would pay all claims in full. The Business Journal notes the ruling was a big win for RRA creditors, especially for victims of the Ponzi scheme who are currently suing TD Bank. According to the report, the Plan drew broad criticism because it also gives TD Bank a role in deciding which claims would be paid in the future of the case. TD was Mr. Rothstein's biggest bank; a federal judge has ruled that the bank aided the fraud. The report also notes the case has racked up around $40 million in legal fees. The Business Journal report also relates Michael Goldberg, Esq., an attorney with Akerman Senterfitt who represents the creditors committee, said he would be considering his own plan. He filed a first draft of a plan last year that didn't proceed to confirmation. As reported by the Troubled Company Reporter, the official committee of unsecured creditors appointed in the case filed a bankruptcy plan and disclosure statement on Aug. 17. The plan was filed and signed by Mr. Goldberg. The plan called for the creation of a liquidating trust and four classes of claimants. Trustee Opposes Ch. 7 Brian Mahoney of BankruptcyLaw360 reported that the trustee for convicted Ponzi schemer Scott Rothstein's bankrupt law firm urged a Florida federal judge Wednesday not to convert the case to a Chapter 7 liquidation, saying the firm's creditors are trying to replace him with a fiduciary of their choosing who will "simply accede to any demand." According to the report, Herbert Stettin, the Chapter 11 trustee for Rothstein Rosenfeldt Adler PA, said the creditors failed to cite adequate law in seeking the conversion, fueling an ongoing battle over a controversial $72 million deal. About Rothstein Rosenfeldt Scott Rothstein, co-founder of law firm Rothstein Rosenfeldt Adler PA -- http://www.rra-law.com/-- was suspected of running a $1.2 billion Ponzi scheme. U.S. authorities claimed in a civil forfeiture lawsuit filed Nov. 9, 2009, that Mr. Rothstein, the firm's former chief executive officer, sold investments in non- existent legal settlements. Mr. Rothstein pleaded guilty to five counts of conspiracy and wire fraud on Jan. 27, 2010. Creditors of Rothstein Rosenfeldt Adler signed a petition sending the Florida law firm to bankruptcy (Bankr. S.D. Fla. Case No. 09-34791). The petitioners include Bonnie Barnett, who says she lost $500,000 in legal settlement investments; Aran Development, Inc., which said it lost $345,000 in investments; and trade creditor Universal Legal, identified as a recruitment firm, which said it is owed $7,800. The creditors alleged being owed money invested in lawsuit settlements. Herbert M. Stettin, the state-court appointed receiver for Rothstein Rosenfeldt, was officially carried over as the Chapter 11 trustee in the involuntary bankruptcy case. On June 10, 2010, Mr. Rothstein was sentenced to 50 years in prison. The official committee of unsecured creditors appointed in the case is represented by Michael Goldberg, Esq., at Akerman Senterfitt. RS TECHNOLOGIES: Alberta Court Extends CCAA Stay Until June 28 -------------------------------------------------------------- RS Technologies Inc. on April 12 disclosed that it has taken several important steps under its Companies' Creditors Arrangement Act (Canada) proceedings that were commenced on March 14, 2013. RS has obtained from the Alberta Court of Queen's Bench an extension of the stay of proceedings contained in the initial order until June 28, 2013. RS has also obtained an order authorizing it to commence a reverse claims procedure in order to identify all of its creditors and the amount of their claims against the Company arising prior to March 14, 2013. In conjunction with the application of RS, FTI Consulting Canada Inc., in its capacity as a court-appointed monitor, has obtained an order approving a sale and investor solicitation procedure, authorizing the Monitor to execute a form of a stalking horse credit bid agreement with Werklund Capital Corporation and Melbye Skandinavia AS and increasing the amount of interim financing available from WCC/Melbye. The interim financing the Company now has available under the interim financing credit agreement is up to a maximum amount of $2,750,000. The SISP will provide a procedure by which RS will solicit third party interest from persons or entities with respect to a sale of some or all of its assets or an equity investment with a restructuring of RS's outstanding indebtedness. The Monitor will now implement the procedures outlined in greater detail in the SISP. RS's ultimate goal in relation to the SISP is the completion of a transaction, which restructures its affairs in such a way so as to maximize its value to all of its stakeholders. Any such Transaction would need to be approved by the Court upon completion of the SISP. While under CCAA protection, the Company continues its operations in the normal course, under the supervision of the Monitor. The Monitor will also be responsible for implementing the SISP, reviewing RS's ongoing operations, liaising with creditors and other stakeholders and reporting to the Court. In addition, on March 27, 2013, RS obtained an order of the Court approving a key employee retention plan. Further details of the Stay Extension, Claims Procedure, SISP and the key employee retention plan can be obtained from the Monitor's Web site at: http://cfcanada.fticonsulting.com/RS/default.htm Since the commencement of the CCAA proceedings, RS has continued to run as a going concern and has been successful in receiving, processing and shipping orders on time to North American and international customers, including the ongoing fulfillment of two significant pole orders to utility companies in Norway. RS Technologies Inc. is an ISO 9001:2008 certified company that designs, engineers and manufactures composite utility poles. SAN BERNARDINO, CA: Will Not Resume Paying Bondholders ------------------------------------------------------ Tim Reid, writing for Reuters, reported that bankrupt San Bernardino will resume paying into the state pension fund on July 1, but the California city will continue to renege on other debts including payments to bondholders, according to a new budget released late Thursday. According to the Reuters report, nearly a year after it halted contributions to America's biggest pension fund, San Bernardino will resume payments to Calpers at the start of the new fiscal year -- but continue to not pay other creditors, according to the budget. San Bernardino will not make interest and principal payments on $50 million in pension bonds issued in 2005, according to the new budget, Reuters related. The city council on Monday will review the budget, a blueprint for how the city proposes to manage its finances since declaring bankruptcy last August. Reuters said San Bernardino's decision to resume its $1.2 million, bimonthly employer contributions to Calpers while continuing to defer pension bond debt will intensify the battle between the pension fund and Wall Street bondholders. Calpers, which manages $256 billion in assets, is San Bernardino's biggest creditor, with the holders of its $50 million in pension bonds its second-biggest creditor, the report said. Calpers is opposing San Bernardino's quest for bankruptcy, the only city to have ever halted payments to the fund. Reuters said there is no mention in the budget of how the city intends to repay its arrears to Calpers, and other creditors. In a letter attached to the new financial documents, officials say roughly $35 million has been "deferred" by the city -- that is, not paid to creditors, Reuters cited. About San Bernardino, Calif. San Bernardino, California, filed an emergency petition for municipal bankruptcy under Chapter 9 of the U.S. Bankruptcy Code (Bankr. C.D. Cal. Case No. 12-28006) on Aug. 1, 2012. San Bernardino, a city of about 210,000 residents roughly 65 miles (104 km) east of Los Angeles, estimated assets and debts of more than $1 billion in the bare-bones bankruptcy petition. The city council voted on July 10, 2012, to file for bankruptcy. The move lets San Bernardino bypass state-required mediation with creditors and proceed directly to U.S. Bankruptcy Court. The city is represented that Paul R. Glassman, Esq., at Stradling Yocca Carlson & Rauth. San Bernardino joined two other California cities in bankruptcy: Stockton, an agricultural center of 292,000 east of San Francisco, and Mammoth Lakes, a mountain resort town of 8,200 south of Yosemite National Park. SATCON TECHNOLOGY: Trustee Gets Nod to Jump-Start Operations ------------------------------------------------------------ Jamie Santo of BankruptcyLaw360 reported that a Delaware bankruptcy judge on Thursday gave Satcon Technology Corp.'s Chapter 7 trustee the green light to access cash collateral, which the trustee will use to restart operations at the shuttered solar energy firm on a limited basis. According to the report, Trustee Charles M. Forman, appointed in February after Satcon's sudden descent into Chapter 7, will use those funds to hire a skeleton crew of former employees and finish up a collection of contracts and orders which were nearly complete when the case was converted. The Chapter 7 trustee, filed papers seeking limited authority to operate the business and use cash while making another stab at selling. The bank and pre-bankruptcy customer Johnson Controls Inc. both objected. Silicon Valley Bank doesn't want its dwindling cash collateral used to defray the trustee's $3.1 million budget. The bank said three prior attempts at a sale failed, and there's "little meaningful interest in the debtor's assets by any significant players." The bank doesn't want cash used absent "rigorous oversight" of the trustee's budget. The bank said bankruptcy lender China Great Wall Computer Shenzhen Co. told the trustee of its interest in buying the assets through a so-called credit bid, where the purchase would be paid using $2.7 million in debt rather than cash. About SatCon Technology Based in Boston, SatCon Technology Corporation (NasdaqCM: SATC) -- http://www.satcon.com/-- and its wholly owned subsidiaries provide utility-grade power conversion solutions for the renewable energy market, primarily for large-scale commercial and utility- scale solar photovoltaic markets. Satcon Technology Corporation, along with six related entities, filed Chapter 11 petitions (Bankr. D. Del. Case No. 12-12869) on Oct. 17, 2012. Satcon disclosed assets of $92.3 million and liabilities totaling $121.9 million. Liabilities include $13.5 million in secured debt owing to Silicon Valley Bank. There is another $6.5 million in secured subordinated debt. Unsecured liabilities include $16 million on subordinated notes. The Hon. Kevin Gross presides over the case. Dennis A. Meloro, Esq., at Greenberg Traurig serves as the Debtors' counsel. Fraser Milner Casgrain LLP acts as the general Canadian counsel. Lazard Middle Market LLC serves as the Debtors' financial advisor and investment banker. Epiq Bankruptcy Solutions, LLC, serves as the Debtors' claims and noticing agent. The Official Committee of Unsecured Creditors tapped to retain Holland & Knight LLP as its counsel, Sullivan Hazeltine Allinson LLC as its co-counsel. The bankruptcy judge converted the Chapter 11 reorganization to a Chapter 7 liquidation at the company's request in February 2013 after there were no bids acceptable to lender Silicon Valley Bank and the bank refused to allow further use of cash. SCIENTIFIC LEARNING: Ernst & Young Raises Going Concern Doubt ------------------------------------------------------------- Scientific Learning Corporation filed on April 1, 2013, its annual report on Form 10-K for the year ended Dec. 31, 2012. Ernst & Young, LLP, in San Jose, Cal., expresses substantial doubt Scienfic Learning's ability to continue as a going concern, citing the Company's recurring losses from operations, deficiency in working capital and its need to raise additional capital. The Company reported a net loss of $9.7 million on 28.1 million of revenues in 2012, compared with a net loss of $6.5 million on $41.1 million of revenues in 2011. The Company's balance sheet at Dec. 31, 2012, showed $13.1 million in total assets, $18.3 million in total liabilities, and stockholders' deficit of $5.2 million. A copy of the Form 10-K is available at http://is.gd/xBeEah Oakland, Cal.-based Scientific Learning Corporation is an education company that accelerates learning by applying proven research on how the brain learns in online and on-premise software solutions. SENSATA TECHNOLOGIES: S&P Raises Sr. Unsecured Notes Rating to BB ------------------------------------------------------------------ Standard & Poor's Ratings Services said that it raised its issue- level rating on Netherlands-based manufacturer Sensata Technologies B.V.'s proposed senior unsecured notes due 2023 to 'BB' (the same level as the corporate credit rating) from 'BB-' and revised the recovery rating to '4' from '5'. The '4' recovery rating indicates S&P's expectation for average (30% to 50%) recovery in the event of a payment default. S&P also affirmed the senior secured issue ratings at 'BBB-', with a recovery rating of '1', indicating expectation of very high (90% to 100%) recovery in event of a payment default. The higher issue-level rating on the proposed notes reflects improved recovery prospects for the noteholders because the additional $100 million in proceeds will be used to repay an additional $100 million of priority secured term debt. S&P has not adjusted its estimate of net enterprise value at default (about $1.05 billion) as a result of the upsizing. The result is for the expected recovery on the proposed notes at the low end of S&P's '4' recovery rating range. If the company completes the transaction as S&P expects, it will raise the issue rating on the existing $700 million unsecured notes to 'BB' from 'B+', and revise the recovery rating on the notes to '4' from '6'. These notes remain on CreditWatch with positive implications. RATINGS LIST Sensata Technologies B.V. Corporate credit rating BB/Stable/-- Issue rating affirmed; recovery rating unchanged Sensata Technologies B.V. Senior secured BBB- Recovery rating 1 Issue ratings raised; recovery rating revised To From Sensata Technologies B.V. Senior unsecured Notes due 2023 BB BB- Recovery rating 4 5 SEVEN COUNTIES: Section 341(a) Meeting Scheduled on May 9 --------------------------------------------------------- A meeting of creditors in the bankruptcy case of Seven Counties Services Inc. will be held on May 9, 2013, at 3:30 p.m. at Rm. 509 (Use 6th Street Elevators), 601 West Broadway, Louisville, KY 40202. This is the first meeting of creditors required under Section 341(a) of the Bankruptcy Code in all bankruptcy cases. All creditors are invited, but not required, to attend. This meeting of creditors offers the one opportunity in a bankruptcy proceeding for creditors to question a responsible office of the Debtor under oath about the company's financial affairs and operations that would be of interest to the general body of creditors. Seven Counties Services Inc., a not-for-profit behavioural services provider from Louisville, Kentucky, filed for Chapter 11 protection (Bankr. W.D. Ky. Case No. 13-bk-31442) in the hometown on April 4, 2013. The petition was signed by Anthony M. Zipple as president/CEO. The Debtor scheduled assets of $45,603,716 and scheduled liabilities of $232,598,880. Seiller Waterman LLC serves as the Debtor's counsel. Judge Joan A. Lloyd presides over the case. The agency generates more than $100 million a year in revenue and employs a staff of 1,400 providing services at 21 locations and 120 schools and community centers. SK FOODS: Bankr. Court to Hear Fraudulent Transfer Claim v. SSC&L ----------------------------------------------------------------- In the lawsuit, BRADLEY D. SHARP, Chapter 11, Trustee, Plaintiff, v. SKPM CORP., et al., Defendants, Civ. No. S-11-2369 LKK (E.D. Cal.), District Judge Lawrence K. Karlton on Feb. 29, 2012, withdrew the reference for the Trustee's fraudulent transfer claim against SSC&L 2007 Trust, Count 1 of the adversary complaint. On Dec. 4, 2012, however, the Ninth Circuit made clear that the Bankruptcy Court is authorized to hear even those claims that it cannot decide to final judgment, so long as that court submits Findings and Recommendations for the district court's de novo review, citing Executive Benefits Ins. Agency v. Arkison (In re Bellingham Ins. Agency, Inc.), 702 F.3d 553 (9th Cir. 2012). In an April 3, 2013 Order available at http://is.gd/B80k98from Leagle.com, Judge Karlton said the previously withdrawn claim -- Count 1, as against SSC&L 2007 Trust -- is referred back to the Bankruptcy Court, for Findings and Recommendations. About SK Foods SK Foods LP ran a tomato processing facility. It filed for Chapter 11 bankruptcy protection after being dropped by its lending group. Creditors filed an involuntary Chapter 11 petition against SK Foods LP and affiliate RHM Supply/ Specialty Foods Inc. (Bankr. E.D. Cal. Case No. 09-29161) on May 8, 2009. SK Foods had said it was preparing to file a voluntary Chapter 11 petition when the creditors initiated the involuntary case. The Company later put itself into Chapter 11 and Bradley D. Sharp was appointed as Chapter 11 trustee. The Debtors were authorized on June 26, 2009, to sell the business for $39 million cash to a U.S. arm of Singapore food processor Olam International Ltd. The replacement cost for the assets is $139 million, according to Olam. In February 2010, a federal grand jury returned a seven-count indictment charging Frederick Scott Salyer, former owner and CEO of SK Foods, with violations of the Racketeer Influenced and Corrupt Organizations Act, in connection with his direction of various schemes to defraud SK Foods' corporate customers through bribery and food misbranding and adulteration, and with wire fraud and obstruction of justice. Salyer supporters launched a Web site which can be accessed from two addresses: http://www.operationrottentomato.com/and http://www.scott-salyer.com/ SOUTHERN BANCORP: Reports $172K Net Loss in 2012 ------------------------------------------------ Southern Connecticut Bancorp, Inc., reported a net loss of $172,493 on net interest income of $4.9 million for the year ended Dec. 31, 2012, compared with a net loss of $2.7 million on net interest income of $5.2 million for the year ended Dec. 31, 2011. Provisions for loan losses in 2012 and 2011 were $472,848 and $3.0 million, respectively. According to the Company, the decrease in the provision for loan losses was primarily due to a significant decrease in loan charge-offs in 2012 compared to 2011. Noninterest income increased by $60,000 during 2012 compared to 2011, while noninterest expenses decreased by $185,000 during 2012 compared to 2011. The Company's balance sheet at Dec. 31, 2012, showed $121.4 million in total assets, $109.9 million in total liabilities, and stockholders' equity of $11.5 million. Bank Currently Classified as "Adequately Capitalized" While the Bank met the capital ratio requirements to be classified as a "well capitalized" financial institution as of Dec. 31, 2012, the Bank is currently classified as "adequately capitalized" as a result of the Consent Order entered into by the Bank in July 2012 with the Federal Deposit Insurance Corporation and the State of Connecticut Department of Banking. As an "adequately capitalized" financial institution, the Bank may not accept brokered deposits without first obtaining a waiver from the Federal Deposit Insurance Corporation. Consent Order On July 2, 2012, the Bank entered into a stipulation and consent to the Issuance of a Consent Order with the FDIC and the State of Connecticut Department of Banking. Thereafter, on July 3, 2012, the Bank entered into a Consent Order with the FDIC and the Connecticut Department of Banking. The Consent Order requires the Bank to maintain a minimum Tier 1 leverage ratio of at least 8.0%, a Tier 1 risk-based capital ratio of at least 9% and a total risk-based capital ratio of at least 10%. At Dec. 31, 2012, the Bank's capital ratios exceeded such minimums set forth in the Consent Order. In September 2012, the Bank also submitted a revised capital plan outlining its strategy for increasing its capital amounts and ratios to the Federal Deposit Insurance Corporation and the State of Connecticut Department of Banking for their approval. The capital plan included a profit and budget plan and a plan to reduce classified assets. In October 2012, the Bank received regulatory approval for its revised capital plan. Further regulatory action is possible if the Bank does not continue to maintain the minimum capital ratios set forth in the Consent Order. A copy of the Form 10-K is available at http://is.gd/Clvs5z Southern Connecticut Bancorp, Inc. is a bank holding company headquartered in New Haven, Connecticut that was incorporated on Nov. 8, 2000. The Company owns 100% of the capital stock of The Bank of Southern Connecticut, a Connecticut-chartered bank with its headquarters in New Haven, Connecticut, and 100% of the capital stock of SCB Capital, Inc. The Bank serves New Haven, Connecticut and the surrounding communities. The Bank commenced operations on Oct. 1, 2001. SPINE PAIN: Incurs $430K Net Loss in 2012 ------------------------------------------ Spine Pain Management, Inc., filed on April 1, 2013, its annual report on Form 10-K for the year ended Dec. 31, 2012. Ham, Langston & Brezina, LLP, in Houston, Texas, expressed substantial doubt about Spine Pain's ability to continue as a going concern. The independent auditors noted that the Company has an ccumulated deficit of $13,018,362 and working capital of $3,632,469 as of Dec. 31, 2012. "Additionally, the Company is not generating sufficient cash flows to meet its regular working capital requirements," the auditors said. The Company reported a net loss of $430,218 on $3.5 million of net revenue in 2012, compared with net income of $1.3 million on $5.2 million of revenue in 2011. The Company's balance sheet at Dec. 31, 2012, showed $8.0 million in total assets, $2.2 million in total liabilities, and stockholders' equity of $5.8 million. A copy of the Form 10-K is available at http://is.gd/WOTTwW Houston, Texas-based Spine Pain Management, Inc., is a medical marketing, management, billing and collection company facilitating diagnostic services for patients who have sustained spine injuries resulting from traumatic accidents. SPIRE CORPORATION: McGladrey LLP Raises Going Concern Doubt ----------------------------------------------------------- Spire Corporation filed on March 29, 2012, its annual report on Form 10-K for the year ended Dec. 31, 2012. McGladrey LLP, in Boston, Massachusetts, expressed substantial doubt about Spire Corporation's ability to continue as a going concern. The independent auditors noted that during the year ended Dec. 31, 2012, the Company incurred a loss from continuing operations of $4.8 million and continuing operating cash flows used $6.9 million in cash. In addition, the independent auditors noted that the Company's credit agreements are due to expire on June 29, 2013. The Company reported a net loss of $1.9 million on total net sales and revenues of $22.1 million in 2012, compared with a net loss of $1.5 million on total net sales of $58.7 million in 2011. The Company's balance sheet at Dec. 31, 2012, showed $16.6 million in total assets, $9.2 million in total liabilities, and shareholders' equity of $7.4 million. A copy of the Form 10-K is available at http://is.gd/3J0vjN Bedford, Massachusetts-based Spire Corporation currently develops, manufactures and markets customized turn-key solutions for the solar industry, including individual pieces of manufacturing equipment and full turn-key lines for cell and module production and testing. SPRINT NEXTEL: Files Amended Papers Over Clearwire Transaction -------------------------------------------------------------- Amendment No. 2 to Rule 13E-3 Transaction Statement on Schedule 13E-3 was filed jointly by Clearwire Corporation, Sprint Nextel Corporation, Sprint HoldCo, LLC, SN UHC 1, Inc., SN UHC 4, Inc., and Collie Acquisition Corp. ("Merger Sub") in connection with the Agreement and Plan of Merger, dated as of Dec. 17, 2012, by and among Clearwire, Sprint and Merger Sub. If the Merger Agreement is adopted by Clearwire's stockholders, Merger Sub will merge with and into Clearwire, with Clearwire continuing as the surviving corporation. In the Merger, each issued and outstanding share of Class A common stock of Clearwire, par value $0.0001 per share will automatically be converted into the right to receive $2.97 per share in cash, without interest, less any applicable withholding taxes. In addition, Intel Capital Wireless Investment Corporation 2008A, the only holder of Class B common stock of Clearwire, other than Clearwire, Sprint and Sprint's affiliates, has elected to irrevocably exchange, immediately prior to the effective time of the Merger, all of its Class B Interests into shares of Class A Common Stock, which will then automatically convert into the right to receive the Merger Consideration at the effective time of the Merger. Concurrently with the filing of this Amendment No. 2 to Schedule 13E-3, Clearwire filed an amended preliminary proxy statement under Section 14(a) of the Securities Exchange Act of 1934, as amended, pursuant to the definitive version of which the Clearwire board of directors will be soliciting proxies from stockholders of Clearwire in connection with the Merger, including to adopt the Merger Agreement. A copy of the Amendment is available at http://is.gd/7nvCnj About Sprint Nextel Overland Park, Kan.-based Sprint Nextel Corp. (NYSE: S) -- http://www.sprint.com/-- is a communications company offering a comprehensive range of wireless and wireline communications products and services that are designed to meet the needs of individual consumers, businesses, government subscribers and resellers. Sprint Nextel incurred a net loss of $4.32 million in 2012, a net loss of $2.89 million in 2011, and a net loss of $3.46 million in 2010. The Company's balance sheet at Dec. 31, 2012, showed $51.57 million in total assets, $44.48 million in total liabilities and $7.08 million in total shareholders' equity. Bankruptcy Warning "If the Merger Agreement terminates and we are unable to raise sufficient additional capital to fulfill our funding needs in a timely manner, or we fail to generate sufficient additional revenue from our wholesale and retail businesses to meet our obligations beyond the next twelve months, our business prospects, financial condition and results of operations will likely be materially and adversely affected, substantial doubt may arise about our ability to continue as a going concern and we will be forced to consider all available alternatives, including a financial restructuring, which could include seeking protection under the provisions of the United States Bankruptcy Code," the Company said in its annual report for the period ended Dec. 31, 2012. On Dec. 17, 2012, the Company entered into an agreement and plan of merger pursuant to which Sprint agreed to acquire all of the outstanding shares of Clearwire Corporation Class A and Class B common stock not currently owned by Sprint, SOFTBANK CORP., which or their affiliates. At the closing, the outstanding shares of common stock will be cancelled and converted automatically into the right to receive $2.97 per share in cash, without interest. * * * Sprint Nextel continues to carry Standard & Poor's 'B+' corporate credit. As reported by the TCR on April 5, 2013, Sprint Nextel remain on S&P's CreditWatch, where they were placed with positive implications on Oct. 11, 2013. The company signed an agreement to sell a 70% stake to Japan-based SoftBank Corp. for about $20.1 billion, which would include an $8 billion cash infusion. The companies expect the transaction to close in the second quarter of 2013. The Company continues to carry Moody's Investors Service's B1 corporate family rating and B1 probability of default rating, and Fitch Ratings' 'B+' Issuer Default Rating. SPROUTS FARMERS: $75MM Loan Increase No Impact on Moody's B2 CFR ---------------------------------------------------------------- Moody's Investors Service said that Sprouts Farmers Market Holdings LLC's announcement that it is upsizing it's proposed senior secured term loan from $625 million to $700 million is credit negative but will not have any immediate impact on its B2 corporate family rating or its stable ratings outlook. The increase will also not affect the B2 rating on the company's proposed senior secured term loan or the B2 rating on its proposed senior secured revolving credit facility. The increase in the proceeds from the term loan will be used to increase the proposed shareholder distribution from $207 million to $282 million. 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. Sprouts Farmers Market, LLC ("Sprouts") is a specialty food retailer headquartered in Phoenix, Arizona. The company operates 154 stores in 8 states including Arizona, California, Texas, Colorado, New Mexico, Nevada, Oklahoma and Utah. An affiliate of Apollo Management owns about 52% of Sprouts with the rest owned by the founding family, private investors and management. STAMP FARMS: Sale Order Amended to Correct Clerical Errors ---------------------------------------------------------- The Hon. Scott W. Dales of the U.S. Bankruptcy Court for the Western District of Michigan issued an amended order approving the bulk sale of Stamp Farms, L.L.C. et al.'s assets. According to the Debtor, after the bulk sale auction, the Debtors and the purchaser -- Boersen Farms, Inc. or its permitted assignee, including Boersen Farms AG, LLC -- negotiated further amendments to the purchase agreement to reconcile the assets to be purchased and sold, which amendments are to be evidenced by a further amendment to the purchase agreement. The Debtors asserted that the modifications are clerical and non- substantive or have been approved by the affected parties. As reported in the Troubled Company Reporter on March 12, 2013, Stamp Farms was sold to Boersen Farms, Inc., early in February. According to an AgWeb.com report, a Feb. 5 auction failed to attract other bidders and, consequently, the bankruptcy judge in Grand Rapids, Michigan, approved the sale to Boersen Farms for $22.8 million. Northstar Grains, which is also owned by Stamp Farm owner Mike Stamp, was not a part of the purchase and continues to operate independently of Stamp Farms at this time, according to Ben Potter, Farm Journal Technology Editor for AgWeb.com. AgWeb.com also relates Neil Harl, co-owner of the Agricultural Law Press thinks the case may be converted to Chapter 7 liquidation. "With a Chapter 11 filing, the matter is really in the hands of the Bankruptcy Court," said Mr. Harl. "Judging from the amount of debt of record, it is relatively unlikely that the case will escape Chapter 7 status eventually. The outcome depends essentially upon the standing of the various creditors including the landowners in terms of being secured or unsecured creditors and the amount of collateral backing the claim." On Feb. 21, Bankruptcy Judge Scott W. Dales declined to sign on a proposed Amended Order Approving Bulk Sale, which was filed by the Debtor without an accompanying motion. Judge Dale's order recounts: "On February 20, 2013, evidently in anticipation of the closing of the transaction contemplated in the Order Approving Bulk Sale . . . the Debtors filed a proposed Amended Order Approving Bulk Sale . . . unaccompanied by any motion. Instead, representatives of the Debtors' law firm telephoned and emailed the court's staff to request entry of the Proposed Amended Order by noon today, and to advise the court, ex parte, that the changes reflect additions made at the request of the successful bidder, Boersen Farms, Inc." According to Judge Dales, "The court has reviewed the Proposed Amended Order and perceives that the changes generally address the rights of non-debtor parties to unexpired leases of real and personal property. Accordingly, the court is not satisfied that the Proposed Amended Order comes within the narrow class of amendments to orders that the court may make, sua sponte, under Fed. R. Civ. P. 60(a). More generally, without a motion, the court is unsure of the grounds for the amendments." "If the amendments are merely clerical, the court doubts their necessity; if, instead, they are substantive, the court doubts their propriety, at least without a motion on notice to affected parties and the United States Trustee. If the Debtors file a motion establishing to the court's satisfaction that the amendments are clerical and not substantive, and that the equipment lessors . . . have consented to the changes, the court would consider signing the Proposed Amended Order as drafted. On the other hand, given the time constraints, the parties may decide to rely on the Sale Order as originally entered. "Recognizing that the Debtors and the successful bidder may see matters differently, and that time is of the essence, the court is entering this Order promptly to advise all parties that it will not sign the Proposed Amended Order ex parte and without a motion." A copy of the Court's Feb. 21, 2013 Order is available at http://is.gd/YmBBTLfrom Leagle.com. As reported by the Troubled Company Reporter, the Bankruptcy Court also has rejected an attempt by the U.S. Trustee's office to appoint a Chapter 11 trustee for Stamp Farms. The Official Committee of Unsecured Creditors opposed. About Stamp Farms Stamp Farms, L.L.C., and three affiliates sought Chapter 11 protection (Bankr. W.D. Mich. Lead Case No. 12-10410) on Nov. 30, 2012, in Grand Rapids, Michigan. Stamp Farms began in 1968 with its purchase of 168 acres of farmland in Decatur, Michigan. The family was also heavily involved in the swine industry, operating a 500 sow swine operation until 1995. In 1997, Mike Stamp took over operations of Stamp Farms' 1500 acres and has grown the farm operation to cover 20,000+ acres across six southwestern Michigan counties. Stamp Farms sells its grain to Northstar Grain, L.L.C., solely owned by Mike Stamp, which conducts a grain elevator business on land it owns and leases and upon which buildings, grain storage bins, grain loading and related equipment and rail spurs are located. Stamp Farms estimated at least $10 million in assets and at least $50 million in liabilities in its bare-bones petition. Mr. Stamp also filed a Chapter 11 petition (Case No. 12-10430). Judge Scott W. Dales oversees the case. Stamp Farms has hired the law firm of Varnum LLP as counsel. O'Keefe & Associates Consulting, L.L.C. serves as financial restructuring advisors . The Official Committee of Unsecured Creditors tapped to retain Robbins, Salomon & Patt, Ltd., as its counsel, and Emerald Agriculture, LLC, as its financial consultant. SUPERCONDUCTOR TECHNOLOGIES: Amends Form 10-K for 2012 ------------------------------------------------------ Superconductor Technologies Inc. has filed Amendment No. 1 to its annual report on Form 10-K for the fiscal year ended Dec. 31, 2012, as filed with the Securities and Exchange Commission on March 8, 2013, to include certain information required by Part III of Form 10-K that was omitted from Part III of its Original 10-K Filing. A copy of the Form 10-K/A is available at http://is.gd/8eDsqV Santa Barbara, Cal.-based Superconductor Technologies Inc. develops and commercializes high temperature superconductor ("HTS") materials and related technologies. * * * As reported in the TCR on March 15, 2013, Marcum LLP, in Los Angeles, California, expressed substantial doubt about Superconductor Technologies' ability to continue as a going concern. The independent auditors noted that the Company has incurred significant net losses since its inception, has an accumulated deficit of $261,944,000, and expects to incur substantial additional losses and costs to sustain operations. TAYLOR MORRISON: New $500-Mil. Senior Notes Get Moody's B2 Rating ----------------------------------------------------------------- Moody's Investors Service assigned a B2 rating to Taylor Morrison's proposed $500 million senior unsecured notes due 2021, proceeds of which will be used for growth capital and general corporate purposes including land acquisition and development. At the same time, Moody's affirmed all other ratings of Taylor Morrison Communities, Inc. (a U.S. issuer) and of its Canadian co- issuer, Monarch Communities Inc. (collectively, "Taylor Morrison"), including the B1 corporate family rating, B1-PD probability of default rating, and B2 rating on the existing $675 million 7.75% senior unsecured notes due 2020. The rating outlook is being revised to positive from stable. The following rating actions were taken: Proposed $500 million senior unsecured notes due 2021, assigned a B2, (LGD4, 67%); Corporate family rating, affirmed at B1; Probability of default rating, affirmed at B1-PD; $675 million senior unsecured notes due 2020, affirmed at B2, (LGD4, 67%) vs.B2 (LGD5, 73%); SGL-2 speculative grade liquidity rating assigned; The rating outlook is positive. Ratings Rationale: The raising of the outlook to positive from stable acknowledges the company's achieving certain of the benchmarks that Moody's stated as upgrade triggers at the time of the last debt offering in August 2012, namely, surpassing $1 billion of tangible net worth and expanding its profitability. It also has made a good first move towards resolving its ultimate ownership, given its recent initial public stock offering. As noted at the time of the company's last debt offering, private equity-controlled companies (which applies to Taylor Morrison) typically do not achieve Ba rating status. The B1 corporate family rating reflects the company's track record of profitability and solid gross margin performance, moderate adjusted homebuilding debt leverage, geographic diversity including a strong presence in Canada, and a land position that appears to be realistically valued. At the same time, the rating incorporates the company's limited time as an independent, stand- alone entity, the short tenure of its top financial management, the negative cash flow from operations that Moody's is projecting for the coming year, the lumpiness in the company's projected revenues and earnings from its high-rise exposure in Toronto, the long land position, a U.S. housing market attempting to build on its 2012 gains despite the fiscal drag from federal fiscal policy, and the weakening Canadian housing market. The positive outlook reflects our expectation that the company will continue being profitable on a net income basis, generate solid gross margins, and gradually reduce its adjusted homebuilding debt to capitalization below 50%. The outlook also assumes that the company will maintain adequate liquidity and prudently manage its land spend. Moody's notes that concurrently with this note offering, the company will be increasing its revolver size to $400 million unsecured vs. $225 million secured. The SGL-2 liquidity rating, which indicates that the company's liquidity for the next 12-18 months is expected to be good, reflects the company's strong pro forma unrestricted cash balance of over $700 million, the lack of any material debt maturities before 2020, and the upsized and unsecured revolver of $400 million which is offset by its cash burn in 2012 and projected for 2013 and the requirement to comply with maintenance covenants in the revolver. The company's proposed new as well as existing senior unsecured notes are notched below the corporate family rating because of the sizable proportion of secured debt and debt-like obligations in the capital structure. The notes are guaranteed on a senior unsecured basis by Taylor Morrison Holdings, Inc., TMM Holdings Limited Partnership (the indirect parent of Taylor Morrison Communities, Inc. and direct parent of Monarch Communities, Inc.), Monarch Parent Inc., Monarch Corporation, and certain existing and future operating U.S. subsidiaries of Taylor Morrison Communities. The operating subsidiaries of Corporation are organized under Canadian law and will not guarantee the notes. The ratings could be considered for an upgrade if the company improves its scale and geographic diversity, reduces adjusted homebuilding debt to capitalization to below 50% on a sustained basis, and maintains good liquidity. Importantly, the company would also need to resolve its ultimate ownership, as private equity-owned companies typically do not achieve Ba rating status. The ratings could be pressured if the company becomes unprofitable, its adjusted homebuilding debt to capitalization rises above 60%, homebuilding interest coverage falls below 2.0x and remains there for an extended period of time, or if liquidity deteriorates. 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. TMM Holdings Limited Partnership was formed in July 2011 by the private equity companies, TPG Capital, Oaktree Capital Management, and JH Investments, when they acquired the North American operations of Taylor Wimpey plc., a UK homebuilder. The North American business of Taylor Wimpey plc. included Taylor Morrison Communities in the U.S. and Monarch Corporation in Canada. Taylor Morrison is headquartered in Scottsdale, Arizona and builds homes and develops master planned communities in the U.S. and engages in high-rise and low-rise residential development in Canada. In, 2012, the company generated approximately $1.4 billion in total revenues and $171 million of pretax income. TELIPHONE CORP: Incurs $363K Net Loss in Fiscal 2013 Q1 -------------------------------------------------------- Teliphone Corp. filed its quarterly report on Form 10-Q, reporting a net loss of US$363,092 on US$2.9 million of revenues for the three months ended Dec. 31, 2012, compared with a net loss of US$88,503 on US$1.2 million of revenues for the three months ended Dec. 31, 2011. The Company's balance sheet at Dec. 31, 2012, showed US$37.1 million in total assets, US$14.3 million in total liabilities, and stockholders' equity of US$22.8 million. The Company had a working capital deficit of US$4.2 million as of Dec. 31, 2012, and an accumulated deficit of US$3.4 million through Dec. 31, 2012. A copy of the Form 10-Q is available at http://is.gd/XqW4to The Company reported a net loss of US$2.8 million on US$8.8 million of revenues for the year ended Sept. 30, 2012, compared with net income of US$2.0 million on US$2.3 million of revenues for the year ended Sept. 30, 2011. Results for fiscal 2011 include net gain from discontinued operations of US$1.5 million. The Company sold its entire ownership holdings in its subsidiary, Teliphone Inc., on May 31, 2011, The Company's balance sheet at Sept. 30, 2012, showed US$8.1 million in total assets, US$3.5 million in total liabilities, and stockholders' equity of US$4.6 million. A copy of the Form 10-K is available at http://is.gd/4Wqe8k Vancouver, Columbia-based Teliphone Corp. is a telecommunications company engaged in the business of providing broadband telephone services utilizing its Voice over Internet Protocol ("VoIP") technology platform as well as re-selling traditional voice and data services of Tier-1 telecommunications providers to its customers. The Company's main geographic focus is within the target market of Canada. * * * KBL, LLP, in New York, N.Y., expressed substantial doubt about Teliphone Corp.'s ability to continue as a going concern in its report on the Company's financial statements for the fiscal year ended Sept. 30, 2012. The independent auditors noted that the Company has sustained operating losses and significant working capital deficits in the past few years, and has commenced profitable operations during this past year. "The lack of profitable operations in the past and the need to continue to raise funds raise substantial doubt about the Company's ability to continue as a going concern." TEMECULA MINING: Section 341(a) Meeting Set for May 15 ------------------------------------------------------ A meeting of creditors in the bankruptcy case of Temecula Mining Group and Water Rights, LLC, will be held on May 15, 2013, at 2:30 p.m. at RM 720, 3801 University Ave., Riverside, CA 92501. This is the first meeting of creditors required under Section 341(a) of the Bankruptcy Code in all bankruptcy cases. All creditors are invited, but not required, to attend. This Meeting of Creditors offers the one opportunity in a bankruptcy proceeding for creditors to question a responsible office of the Debtor under oath about the company's financial affairs and operations that would be of interest to the general body of creditors. Temecula Mining Group and Water Rights, LLC, filed a Chapter 11 bankruptcy petition (Bankr. C.D. Cal. Case No. 13-16153) on April 4, 2013. Mark Smith signed the petition as manager. The Debtor estimated assets and debts of at least $10 million. Socal Law Group PC serves as the Debtor's counsel. Judge Meredith A. Jury presides over the case. TMM HOLDINGS: S&P Raises Corporate Credit Rating to 'BB-' --------------------------------------------------------- Standard & Poor's Ratings Services said it removed from CreditWatch and raised its corporate credit rating on TMM Holdings L.P. to 'BB-' from 'B+' following the successful completion of the company's IPO. The ratings had been placed on CreditWatch with positive implications on Jan. 4, 2013. At the same time, S&P assigned a 'BB-'rating to TMM's newly formed parent, Taylor Morrison Home Corp. (together with TMM, referred to as Taylor Morrison). The outlook is stable. S&P also assigned a 'BB-' rating to the company's proposed senior unsecured note issue due 2021, with a recovery rating of '3'. S&P also revised its recovery rating on the company's existing senior unsecured notes to '3' from '2', reflecting its recovery criteria that generally limit recovery ratings on unsecured debt issued by corporate entities rated 'BB-' or higher to no higher than a '3' recovery rating. S&P's '3' recovery rating indicates its expectations for meaningful (50% to 70%) recovery in the event of a payment default. The issue-level rating on Taylor Morrison's existing senior unsecured notes remains unchanged at 'BB-'. "The rating upgrade reflects our view that enhanced transparency and improved governance following Taylor Morrison's successful completion of its IPO are positive for credit quality," said Standard & Poor's credit analyst Susan Madison. "We also view positively the company's larger scale, following significant capital investment over the past year, and its concentration in many of the stronger performing U.S. housing markets, and as a result have revised our business risk profile on the company to "fair" from "weak." As a public company, Taylor Morrison will be subject to SEC reporting requirements and disclosure regulations, which should bolster transparency, particularly surrounding financial policy. Longer term, completion of the IPO transaction could also provide a potential exit strategy for the company's current private equity sponsors that would not impair credit quality, and would bolster liquidity by providing access to additional capital sources. Following the IPO, we estimate public shareholders will have a roughly 23% stake and we believe the company's private equity sponsors (TPG Capital, Oaktree Capital, and JH Investments) intend to gradually reduce their stake over the medium term," S&P added. "Our stable outlook on Taylor Morrison reflects our expectation that meaningful volume growth in the U.S and high-rise deliveries in Canada will drive profitability higher in 2013 and 2014. This should result in a stable leverage profile in 2013 and an improvement by early 2014 (such that debt to EBITDA declines to about 4.0x with debt to capital remaining in the 45% area), assuming slower growth of debt-funded land acquisition and development. However, we could consider lowering our rating to 'B+' if growth is more heavily debt financed (such that debt to EBITDA approaches 6.0x) or if the company stumbles, either as they attempt to integrate a large acquisition, or as they continue to grow. Alternatively, we could consider revising the outlook to positive if U.S. housing demand and the company's EBITDA strengthens such that leverage improves to the low 3.0x area. However, we currently consider this outcome to be less likely, as we believe any additional upside in U.S. housing demand could potentially prod Taylor Morrison to raise additional debt capital in order to continue to grow," S&P noted. RATINGS LIST New Rating Taylor Morrison Home Corp. Corporate credit rating BB-/Stable/-- Taylor Morrison Communities Inc. Monarch Communities Inc. $500 mil notes due 2021 Senior Unsecured BB- Recovery Rating 3 Ratings Upgrade/Issue Rating Unchanged/Recovery Rating Revised TMM Holdings L.P. To From Corporate Credit Rating BB-/Stable/-- B+/Watch Pos Taylor Morrison Communities Inc. To From Monarch Communities Inc. Corporate Credit Rating BB-/Stable/-- B+/Watch Pos $675 mil. notes due 2020 Senior Unsecured BB- BB- Recovery Rating 3 2 TORM A/S: Provides Update on 2012 Operating Results at AGM ---------------------------------------------------------- TORM held an Extraordinary General Meeting on January 9, 2013 with the purpose of amending the Company's Articles of Association, including adopting certain minority-protecting rights, and electing members to the Board of Directors. At the Extraordinary General Meeting, the former chairman, N. E. Nielsen, gave a presentation of the restructuring of TORM completed on November 5, 2012 and the related transactions. In this report by the Board of Directors, focus will therefore be on TORM's results of operations in 2012. Operations in 2012 TORM incurred a clearly unsatisfactory loss before tax of USD579 million in 2012. The performance was in line with the revised forecast of February 27, 2013. The results include special items of USD210 million from the restructuring and recognized impairment losses of USD116 million related to FR8 and assets held for sale. The operating loss of USD253 million, before special items of USD-326 million, was driven by the adverse market conditions during 2012 in both the product tanker and dry bulk segments. In addition, the results of both the Bulk and Tanker Divisions were to a significant degree adversely affected by TORM's challenging financial position up until the completion of the restructuring towards the end of the year. The product tanker freight rates remained under pressure in 2012 as the markets continued to suffer from tonnage oversupply. Global growth indicators were sluggish, which negatively impacted the oil product transportation. Nevertheless, by leveraging strong customer relationships and scale benefits and despite the difficult market conditions, TORM achieved high fleet utilization as well as earnings above spot market benchmarks. The dry bulk market also suffered from a record-high tonnage influx and declining demand growth, especially in China. Freight rates were generally at a lower level than experienced in 2011. During 2012, TORM focused on strengthening its customer relations. Let me elaborate on the trends in the product tanker and bulk markets in order to put TORM's performance and situation into perspective. Tanker Division TORM's greatest exposure is to the product tanker market, and TORM's business model aims at maintaining a continued presence in the spot market -- i.e. without long-term coverage -- in order to be able to take advantage of the anticipated volatility and gradual market recovery. Short term, TORM will not seek higher coverage than the current levels, as the Company is of the opinion that there is an upside potential in the market. Product tanker freight rates continued to be under pressure in 2012, as the markets continued to suffer from an oversupply of tonnage, some of it ordered back in 2007-2008. 2012 saw a net fleet growth of approximately 2%. Global economic growth indicators were sluggish, which hampered the global oil consumption and subsequently the refined oil product transportation. Total demand growth measured in dead weight tons in 2012 is estimated at approximately 3%. In comparison, the net fleet growth was approximately 4% in 2011 and the total demand growth was approximately 1%. In the first quarter of 2012, the freight markets -- for especially the larger segments (LRs) -- continued at the low levels from end-2011. This was mainly due to reduced demand for naphtha in the East and temporary refinery closures in the Arabian Gulf. The freight rates for MR vessels were positively influenced by Brazilian imports and increasing ton-miles. In the second quarter of 2012, the jet oil arbitrage opened to Europe, increasing the freight rates for LRs in the East. The MR freight rates were negatively affected in the West by a lack of arbitrage as well as weaker US East Coast demand. In the third quarter of 2012, freight rates in the eastern market were stronger and LRs were supported by the increased amount of long haul cargo from the Arabian Gulf to Brazil and the naphtha trade in general, together with the distillate arbitrage from the Middle East to the West. The western market remained weak and MRs were impacted by planned refinery maintenance in Europe and continued limited diesel trade. A refinery explosion in Venezuela led to increased long haul trades from the US Gulf. MRs were positively impacted by new trades created by the permanent closures of refineries in Australia. The fourth quarter of 2012 showed a positive development in MR freight rates in the West triggered by hurricane Sandy and refinery outages on the US West Coast, which positively impacted the ton-miles factor through an increased product flow from the US Gulf and the Far East. The eastern market was positively impacted by increased naphtha and ethylene demand, distillate arbitrage to Europe and internal arbitrage in the Far East. Despite TORM's challenging financial position, TORM once again outperformed the commercial spot benchmarks by 12%, 10% and 32% for LR2, LR1 and MR, respectively. This was due to TORM's strong customer relations and the Company's scale effects. The Tanker Division's EBIT before restructuring effects was a loss for 2012 of USD156 million before impairment losses of USD74 million, compared to a loss of USD107 million before impairment losses in 2011. The loss for 2012 includes a net loss of USD16 million from the sale of two vessels and the cancellation of one newbuilding order. The result is clearly unsatisfactory. In 2012, the market conditions impacted both product tanker newbuilding prices and resale values, causing further pressure on vessel values. This was particularly the situation for LR2 vessels, with the estimated value of five-year-old second-hand vessels dropping by 28% during 2012. Prices generally stabilized in the fourth quarter of 2012. Bulk Division The dry bulk spot market was volatile during 2012 driven by seasonality and events like the drought in the US grain season, the Indonesian raw material export ban and the tropical storms Isaac and Sandy. The bulk fleet increased by approximately 10% net in 2012 despite considerable scrapping of older tonnage. In 2012, growth in trade volumes reached approximately 5% with increased Chinese iron ore imports as the primary driver. The freight rates in the Panamax segment moved between USD/day 3,500 and 13,000 with an average market level of approximately USD/day 7,679, or some 45% below 2011 levels. In fact, this was the lowest level recorded in the Baltic Freight Index since 1986. In the first quarter of 2012, freight rates were under pressure due to a large number of seasonal newbuilding deliveries -- a total of 69 Capesize, 111 Panamax and 85 Handymax vessels. Furthermore, the market was negatively influenced by slower growth in the Chinese commodity demand and a delay in the South American grain season. The second quarter of 2012, started with a positive sentiment as a result of South American grain coming into season. However, general macroeconomic uncertainty and events like the Indonesian export ban led to an overall negative development. Especially the larger segments suffered. In the third quarter of 2012, the Pacific market was impacted by the monsoon season, and in the Atlantic freight rates were adversely affected by drought, leading to the lowest North American grain yield in six years, as well as a logistical disruption caused by the tropical storm Isaac. The fourth quarter of 2012, was negatively affected by the seasonal decline in dry bulk freight rates for both the Atlantic and the Pacific markets. This occurred despite the fact that the demand for iron ore continued to be firm. TORM experienced an increasing number of waiting days and ballasting days due to adverse effects of the Company's financial situation. Despite this, TORM achieved average earnings of USD/day 10,248 in the Panamax segment, which was 33% higher than the average benchmark level. In the Handymax segment, TORM's average daily earnings were USD/day 10,481, which is 11% higher than the average benchmark level. The Bulk Division posted an operating loss (EBIT) for 2012 of USD27 million excluding restructuring effects, against an operating loss of USD68 million in 2011. This is highly unsatisfactory and is primarily due to the low bulk spot market level. During 2012, TORM focused on strengthening its customer relations, and the coverage for 2013 is thus entirely based on contracts of affreightment (COAs) with key customers. Bulk asset prices gradually decreased during 2012. For example, the estimated price of a five-year-old second-hand Panamax bulk carrier decreased by 30% during 2012. Piracy Unfortunately, international shipping is still faced with the challenge of piracy. TORM's response to piracy is founded in the Best Management Practice (BMP) developed by the International Chamber of Shipping, the International Shipping Federation and national navy forces. During 2012, TORM experienced two failed attempts of hijacking. The Company will continue to monitor the risk situation and preempt hijacking by following Company security procedures, which currently means engaging armed guards on all vessels passing through High Risk Areas. During 2012, TORM completed 271 voyages with armed guards. The international campaign against piracy is paying off, as is evidenced by the decline in the number of attempted hijackings in the Gulf of Aden area, which is down by two thirds compared with 2011. "I would like to highlight the efforts of the Danish forces on 15 December 2012, when the frigate Iver Huitfeldt came to TORM Krisitina's rescue following an attempt of hijacking. In March, TORM had the opportunity to honor the crew at a reception attended by the Minister of Defense along with representatives of TORM, the Armed Forces, the Danish Shipowners' Association and the Danish press. Financial statements "I will now go through the financial statements for 2012. The financial statements are extraordinary as they were materially impacted by the restructuring in a number of areas. The effects are described in detail in the listing prospectus dated December 7, 2012, as well as in the Annual Report, pp. 38 onward. In the income statement, the items charter hire, sale of vessels and financial expenses are impacted negatively by a total of USD210 million by the restructuring. The capital increase of USD200 million, effected by conversion of debt, was recognized as an increase in equity," Mr. Nielsen said. Income statement TORM's revenue for 2012 was USD1,121 million, compared to USD1,305 million in 2011. The weaker performance was primarily due to a 16% drop in the number of available earning days. Earnings at the so-called TCE (Time Charter Equivalent) level were USD466 million in 2012, against USD644 million in 2011. The mentioned decrease in available earning days corresponded to a reduction in TCE earnings of USD102 million and lower freight rates in both the Tanker and Bulk Divisions, corresponding to a reduction in TCE earnings of USD68 million. EBITDA, i.e. earnings before interest, depreciation, amortization and tax, was a loss of USD49 million excluding restructuring effects, compared to a loss of USD44 million in 2011. At an EBITDA level, the restructuring had an additional negative impact of USD 145 million on the financial statements for 2012. Total administrative expenses amounted to USD67 million, which was a decrease of USD4 million or 6% compared to the USD71 million in 2011, mainly due to a reduction in the number of employees and despite the inflationary pressure. Since 2008, TORM has cut its administrative expenses by 26% or USD23 million. TORM incurred a loss before tax of USD579 million in 2012, compared to a loss of USD451 million in 2011. This is in line with the revised forecast as of February 27, 2013. The results include special items of USD210 million from the restructuring and recognized impairment charges of USD116 million related to FR8 and the assets held for sale. The operating loss of USD253 million excluding special items of USD-326 million was driven by the adverse market conditions during 2012 in both the product tanker and dry bulk segments. As previously mentioned, the results of both the Bulk and Tanker Divisions were significantly adversely affected by TORM's challenging financial position until the completion of the restructuring towards the end of the year. TORM incurred a loss after tax of USD581 million, compared with a loss of USD453 million in 2011, resulting in negative earnings per share (EPS) of USD3.3 in 2012, against negative EPS of USD6.5 in 2011. The result for 2012 is clearly unsatisfactory. Balance sheet and cash flow TORM's total assets decreased by USD424 million to USD2,355 million from USD2,779 million in 2011. The decrease was primarily due to impairment losses of USD 116 million relating to FR8 and vessels held for sale, depreciation of USD138 million and a change in working capital. The Company's recorded equity decreased by USD377 million to USD267 million calculated according to a going concern assumption. The decrease in equity was mainly due to the loss for the year of USD581 million and the USD200 million capital increase in connection with the restructuring. The equity at December 31, 2012 gave TORM an equity ratio of 11%. TORM estimates the fleet's total long-term earning potential each quarter, based on discounted future cash flow, in accordance with IFRS requirements. The estimated value of the fleet as of December 31, 2012 supports the carrying amount. It should be emphasized that, in case of a forced sale, the recoverable amount of the fleet will be significantly lower (USD789 million at year end 2012) than under the going concern assumption, as stated in the Annual Report. The Group's net interest-bearing debt for 2012 was USD1,868 million, up 5% relative to 2011, when it stood at USD1,787 million. The increase was primarily a result of the new working capital facility (USD58 million) and the effects of the termination of swaps in connection with the restructuring (approximately USD30 million). TORM's operating activities in 2012 generated a cash flow of USD-100 million as compared to a cash flow of USD-75 million in 2011. The decline was due to the lower freight rates. Cash flow from investing activities amounted to USD 0 million, compared to a cash flow of USD168 million in 2011, affected by USD284 million from sales of vessels. Cash flow from financing activities was a cash flow of USD42 million in 2012, against a cash flow of USD-128 million in 2011. The change was explained by deferral of installments on mortgage debt as well as a new working capital facility. The Annual Report 2012 was provided with an independent auditors' report without any qualification. Share price development The average daily trading volumes in 2012 were approximately 113,000 on NASDAQ OMX and 31,000 American Depository Receipts (ADRs). The share price deteriorated from DKK 3.9 per share at the beginning of 2012 to DKK 1.7 per share at the end of 2012. At the Company's Extraordinary General Meeting on January 9, 2013 and in Company Announcement no. 1 of the same date, the former Board of Directors set out the changes in the share capital in detail. The current status is that TORM's issued share capital amounts to DKK 7,280,000 nominal value, equal to 728,000,000 shares of a nominal value of DKK 0.01 each. In 2012, TORM ensured continued compliance with the NASDAQ rules by changing the ratio of its ADRs to its Common Shares from 1:1 to 1:10. The present situation is that the ADR program represents approximately 0.5% of the Company's total share capital. The Board of Directors finds that it would be in the interest of the Company to delist the ADR program due to its limited size, and the costs involved with a listing on NASDAQ and the reporting and filing obligations under the U.S. Securities Exchange Act. The Annual General Meeting will consider this proposal under item 7.b. Dividend The Board of Directors proposes that no dividend be distributed for the financial year 2012. Market developments in 2013 In the product tanker segment, the first quarter is seasonally stronger than the following two quarters, and during the first months of 2013, average freight rates have exceeded the level obtained in the comparable periods since the onset of the crisis. Going forward, TORM expects increasing oil consumption and increased ton-mile effects from relocation of refinery capacity to increase demand. The supply side is still affected by the tonnage influx in 2008-2012, which resulted in ample tonnage supply. However, a moderate order book, scrapping of existing tonnage and possible postponement of newbuildings will reduce the increase in supply and impact rates positively. Freight rates are expected to be volatile, and the number of future newbuilding orders remains uncertain. In the bulk segment, the first quarter of 2013 began on a weaker note than the same period in 2012 for handymax and panamax. TORM remains cautious about the prospects for the dry bulk market in 2013 due to the relatively high level of newbuilding deliveries expected across all segments. Freight rates are expected to remain under pressure due to the oversupply of tonnage and the market's significant dependence on China coupled with seasonal demand fluctuations. TORM's outlook for 2013 TORM expects a loss before tax for 2013 of USD100-150 million excluding any vessel sales and impairment losses. Given that 24,676 earning days remained open at the end of 2012, profit/loss before tax would be impacted by USD25 million by a change in freight rates of USD/day 1,000. As described in the Annual Report, TORM expects to remain in compliance with the financial covenants in 2013. One TORM TORM has now succeeded in stabilizing the Company's situation and in strengthening the organization with fresh resources. Under the "One TORM" heading, the Company has launched a number of measures to support TORM's strong operational platform and ensure optimal value creation for all stakeholders. I will now briefly give some examples of these measures, focusing on four common goals. Customers first Even under difficult conditions, TORM has consistently generated earnings above market level. One reason for this is the Company's strong customer focus. In the period since the restructuring, the organization has managed to fully re-establish its close relations with all core customers. In order to strengthen the proximity to customers, TORM re- organized the structure of the Tanker Division into supporting all vessel segments depending on the geographical location of the customers. By doing so, the Company mirrors the organization of individual customers, thereby enhancing customer relationships. TORM has rejected the traditional pool models with their broadly based decision-making process in favor of strategic partnerships and so-called Revenue Sharing Schemes, which provide far greater flexibility and faster decision-making as well as a better cost structure. Ensuring quality in everything TORM handles the technical management of the Company's vessels itself, and with optimized processes and systems this provides an improved scope for technical and commercial action. For instance, TORM strives to be a quality carrier approved at all times by a pre-defined, representative group of oil majors, thus securing optimal trading flexibility and profitability. During 2012, TORM again improved its performance on this objective by 2 percentage points compared to 2011. TORM also made significant headway on the integration of the IT landscape, resulting in a number of efficiency enhancements across the value chain. Acting responsibly Acting responsibly is key to TORM's way of doing business, and TORM strives to uphold the highest safety, environment and CSR standards. For example, through training of officers TORM has managed to carry on the positive trend in central CSR key indicators in relation to environment, health, safety and security. TORM takes a proactive approach to fuel efficiency as it has a significant environmental and financial impact. The Company focuses on a combination of technical modifications of vessels, training in energy efficiency and addressing the mindset and behavior of the relevant stakeholders. TORM expects to be able to reduce the fuel consumption of the existing fleet by up to 10% over the coming years, which will lead to cheaper operations on full implementation of such measures. Accordingly, the difference between the latest, fuel-efficient vessel designs and older vessels can be minimized, thus retaining their competitiveness of older vessels. As in previous years, TORM has issued a separate CSR report for 2012, which details TORM's efforts and results in these areas. This report is available at TORM's website. Operating in a cost-efficient manner Among other measures, TORM has reduced administrative expenses from USD 90 million in 2008 to USD67 million in 2012. With the latest string of measures, TORM expects to be able to further cut administrative expenses significantly in 2013. The previously mentioned fuel initiatives are also expected to hold a major cost-saving potential. With a number of initiatives in such areas as procurement and crewing, TORM has also managed to keep OPEX significantly below the 2008 level despite the underlying inflationary pressure. TORM is well on the way to delivering on a cost program of USD 100 million in accumulated savings between 2012 and 2014. TORM has now created a financial and operational platform for the coming years, which will give the Company time to find a more permanent capital structure. The "One TORM" measures will strengthen TORM's long-term foundation. Proposals submitted by the Board of Directors "Finally, before rounding off my report, I would like to make a few comments on the remaining part of the notice to convene this meeting, which once again this year includes proposals from the Board of Directors. However, these are far less extensive than last year, when the proposals included a number of authorizations in connection with the restructuring process," Mr. Nielsen said. Proposal 7.a. is prompted by the existing Danish corporate governance recommendations issued in 2011 and, accordingly, the Board of Directors proposes that the shareholders at the General Meeting approve the level of remuneration for the Board of Directors for 2013. Proposal 7.b. concerns an authorization to terminate the Company's American Depositary Receipt program and in this connection allow the Company to acquire treasury shares as well as delist the Company's American Depository Shares from Nasdaq Capital Market, USA and deregister the Company's securities under the U.S. Securities Exchange Act of 1934. The Board of Directors finds that this would be in the interest of the Company due to the limited size of the ADR program and the costs involved with a listing on NASDAQ and the reporting and filing obligations under the U.S. Exchange Act. The ADR program represents approximately 0.5% of the Company's total share capital following the capital increase carried out in connection with TORM's restructuring in November 2012. Concluding remarks "2012 was a challenging year for the shipping industry in general, and for TORM in particular. In 2012, TORM succeeded in obtaining a financial restructuring agreement, which stabilizes the Company in the coming period. The Board of Directors is confident that, in collaboration with its most important stakeholders, TORM is on track to re-establish the foundations for a stronger company for the future," Mr. Nielsen said. About TORM With headquarters in Copenhagen, Denmark, TORM (NASDAQ: QMX) is one of the world's leading carriers of refined oil products as well as a significant player in the dry bulk market. The Company runs a fleet of approximately 110 modern vessels in cooperation with other respected shipping companies sharing TORM's commitment to safety, environmental responsibility and customer service. TORM A/S: Unveils Results of April 11 Annual General Meeting ------------------------------------------------------------ The Annual General Meeting of TORM A/S was held on April 11, 2013 at 10:00 am at Radisson Blu Falconer Hotel. At the Annual General Meeting the following took place: -- The Annual Report 2012 was approved, cf. item 2 of the agenda. -- The proposal that the net result for the year of USD -481 million be carried forward was adopted, cf. item 3 of the agenda. -- The proposal to discharge the members of the Board of Directors and the Executive Management from liability was adopted, cf. item 4 of the agenda. -- No members of the Board of Directors were up for re-election at the AGM, and no further members were proposed elected to the Board of Directors, cf. item 5 of the agenda. -- Deloitte Statsautoriseret Revisions partnerselskab was re- appointed as the Company's auditor, cf. item 6 of the agenda. -- The remuneration level of the Board of Directors for the year 2013 was approved, cf. item 7.a of the agenda. -- The Board of Directors was authorized to terminate the Company's American Depositary Receipts program and in this connection to request a delisting of the Company's American Depository Shares from Nasdaq Capital Market, USA, and deregistration of the Company's securities under the U.S. Securities Exchange Act of 1934, as amended. In this connection, the Board of Directors was authorized, in the period until the end of 2015, to permit the Company to acquire an amount of its own shares, up to a total nominal amount of DKK145.600, subject to a total holding limit of 3% of the share capital at a price equal to the share price quoted at the time of purchase, subject to a deviation of up to 10%, cf. item 7.b of the agenda. About TORM With headquarters in Copenhagen, Denmark, TORM (NASDAQ: QMX) is one of the world's leading carriers of refined oil products as well as a significant player in the dry bulk market. The Company runs a fleet of approximately 110 modern vessels in cooperation with other respected shipping companies sharing TORM's commitment to safety, environmental responsibility and customer service. TRAINOR GLASS: Miriam R. Stein Asks for OK to Withdraw as Counsel ----------------------------------------------------------------- Miriam R. Stein of Chuhak & Tecson P.C. seeks leave to withdraw as attorney for Trainor Glass Company. Ms. Stein has left the law firm of Arnstein & Lehr LLP. The Debtor is still being represented by Ms. Stein's former colleagues at Arnstein & Lehr LLP. The Debtor has been notified of Ms. Stein's request to withdraw and, upon information and belief, has asserted no objection. The Bankruptcy Court has scheduled a hearing for April 17, 2013, at 10:00 a.m. on Ms. Stein's request. About Trainor Glass Trainor Glass Company, doing business as Trainor Modular Walls, Trainor Solar, and Trainor Florida, filed for Chapter 11 bankruptcy (Bankr. N.D. Ill. Case No. 12-09458) on March 9, 2012. Trainor was founded in 1953 by Robert J. Trainor Sr. to pursue a residential glass business in Chicago, Illinois. Trainor's business model was focused on quality fabrication, design, engineering, and installation of glass products and framing systems in virtually every architectural application, including (a) new construction, (b) green-building solutions, (c) building rehabilitation, (d) storefronts and entrances, (e) tenant interiors, and (f) custom-specialty work. The Hon. Carol A. Doyle oversees the Chapter 11 case. David A. Golin, Esq., Michael L. Gesas, Esq., and Kevin H. Morse, Esq., at Arnstein & Lehr LLP, serve as the Debtor's counsel. High Ridge Partners, Inc., serves as its financial consultant. The Debtor has tapped Cole, Martin & Co., Ltd., to render certain auditing services related to the Debtor's 401(k) and profit sharing plan. The Debtor scheduled $14,276,745 in assets and $64,840,672 in liabilities. A three-member official committee of unsecured creditors has been appointed in the case. The committee retained Sugar Felsenthal Grais & Hammer LLP as counsel. TRAINOR GLASS: Court Extends Cash Collateral Use Until July 12 -------------------------------------------------------------- The Hon. Carol A. Doyle of the U.S. Bankruptcy Court for the Northern District of Illinois has extended to July 12, 2013, the termination date of the final order authorizing Trainor Glass Company to use cash collateral and incur postpetition debt. First Midwest Bank, in its capacity as postpetition lender, and the Official Committee of Unsecured Creditors have agreed to an amended and supplemental budget, a copy of which is available for free at http://bankrupt.com/misc/TRAINOR_GLASS_cashcbudget.pdf The Court previously extended the final order authorizing the Debtor to use the cash collateral and incur postpetition debt to April 12, 2013. Under the Final Cash Collateral/DIP Financing Order, dated April 20, 2012, as amended by order dated Oct. 4, 2012, the Debtor's authorization to use cash collateral was slated to expire Jan. 11, 2013. About Trainor Glass Trainor Glass Company, doing business as Trainor Modular Walls, Trainor Solar, and Trainor Florida, filed for Chapter 11 bankruptcy (Bankr. N.D. Ill. Case No. 12-09458) on March 9, 2012. Trainor was founded in 1953 by Robert J. Trainor Sr. to pursue a residential glass business in Chicago, Illinois. Trainor's business model was focused on quality fabrication, design, engineering, and installation of glass products and framing systems in virtually every architectural application, including (a) new construction, (b) green-building solutions, (c) building rehabilitation, (d) storefronts and entrances, (e) tenant interiors, and (f) custom-specialty work. The Hon. Carol A. Doyle oversees the Chapter 11 case. David A. Golin, Esq., Michael L. Gesas, Esq., and Kevin H. Morse, Esq., at Arnstein & Lehr LLP, serve as the Debtor's counsel. High Ridge Partners, Inc., serves as its financial consultant. The Debtor has tapped Cole, Martin & Co., Ltd., to render certain auditing services related to the Debtor's 401(k) and profit sharing plan. The Debtor scheduled $14,276,745 in assets and $64,840,672 in liabilities. A three-member official committee of unsecured creditors has been appointed in the case. The committee retained Sugar Felsenthal Grais & Hammer LLP as counsel. TRAVELPORT LIMITED: Unveils Final Results of Exchange Offers ------------------------------------------------------------ Travelport Limited and Travelport LLC, an indirect subsidiary of the Company, on April 11 announced the expiration of (i) the exchange offers and consent solicitations for the Issuer's Senior Notes and the Second Lien Notes, each as defined below, which occurred at 11:59 p.m., New York City time, on April 10, 2013, and (ii) the consent solicitation with respect to the Issuer's 11 7/8% Senior Dollar Subordinated Notes due 2016 and 10 7/8% Senior Euro Subordinated Notes due 2016, which occurred at 5:00 p.m., New York City time, on April 10, 2013. The Company, the Issuer and the Company's parent companies previously announced on March 27, 2013 that they met the minimum conditions with respect to the exchange offers and consent solicitations for the Issuer's Senior Notes, Series B Second Priority Senior Secured Notes due 2016, the consent solicitation with respect to the Senior Subordinated Notes and the waiver, exchange and cancellation offers with respect to Travelport Holdings Limited's Tranche A and Tranche B unsecured payment-in-kind loans due December 1, 2016 under the Amended and Restated Credit Agreement, dated as of October 3, 2011. The waiver, exchange and cancellation offers for the Tranche A and Tranche B PIK Loans expired on March 22, 2013. As of 11:59 p.m., New York City time, on April 10, 2013, the following consents and principal amount of notes or loans, as applicable, have been provided or tendered and not validly revoked or withdrawn in connection with the previously announced comprehensive capital refinancing plan: Title of Security/Loan Issuer(1) Principal Amount Outstanding(2) 2014 Senior Notes Total(3) LLC/HI $753,762,000 2016 Senior Notes LLC/INC $250,000,000 Second Lien Notes LLC $225,137,119 Senior Subordinated Notes(3) LLC/HI $433,207,250 Tranche A and Tranche B PIK Loans H $498,269,271.28 Principal Percentage of Amount Amount Tendered/Consented Outstanding Tendered/Consented $734,512,455 97.5% $249,880,000 99.9% $225,136,982 99.9% $416,606,570 96.2% $498,269,271.28 100% (1) The issuer designated as "LLC" is Travelport LLC, as "HI" is Travelport Holdings, Inc., as "INC" is Travelport Inc. and as "H" is Travelport Holdings Limited. (2) As of March 11, 2013. (3) The Senior Euro Floating Rate Notes and the 10 7/8% Senior Euro Subordinated Notes due 2016 were converted into U.S. Dollars based on the 30 business day average of the U.S. Dollar for Euro exchange rate reported by the European Central Bank prior to March 8, 2013 at 3:00 P.M. Central European Time, which was 1.331. In connection with the exchange offers and consent solicitations for the Senior Notes, the Issuer will issue new U.S. dollar- denominated 13.875% Senior Fixed Rate Notes due 2016 (144A CUSIP No. 89421E AF0, ISIN No. US89421EAF07; Reg S. CUSIP No. U17274 AA6, ISIN No. USU17274AA61) or Senior Floating Rate Notes due 2016 (LIBOR plus 8.625%) (144A CUSIP No. 89421E AG8/ISIN No. US89421EAG89; Reg S. CUSIP No. U17274 AB4/ISIN No. USU17274AB45) to holders of Senior Notes, as applicable, that validly tendered their Senior Notes pursuant to the terms set forth in the offering memorandum for the Senior Notes. Tranche 1 Loan Invitation Funding Instructions Eligible holders of the Issuer's outstanding 9 7/8% Senior Dollar Fixed Rate Notes due 2014, Senior Dollar Floating Rate Notes due 2014, Senior Euro Floating Rate Notes due 2014 and 9% Senior Notes due 2016 who are participating in the invitation to become a lender of the Issuer's Tranche 1 Loans in connection with the exchange offer and consent solicitation for the Senior Notes are required to deposit immediately available funds in an amount equal to the applicable purchase price of such Tranche 1 Loans into the escrow account with Wells Fargo Bank, National Association, by 9:00 am, New York City time, on Monday, April 15, 2013, in accordance with the wiring instructions provided to them in connection with the Loan Invitation. Any eligible holder of Senior Notes that does not deposit such funds into escrow by the Funding Time will not be permitted to participate as a lender of the Tranche 1 Loans. Additionally, eligible holders must clear customary account creation and administrative requirements and approvals by Credit Suisse AG in order to participate in the Loan Invitation. Please direct any questions regarding the deposit of funds into the escrow account for the Tranche 1 Loans to Credit Suisse AG via e-mail at list.travelport@credit-suisse.com or by calling +1 (212) 325-6098. About Travelport Holdings Headquartered in Atlanta, Georgia, Travelport provides transaction processing services to the travel industry through its global distribution system business, which includes the group's airline information technology solutions business. During FYE2011, the group reported revenues and adjusted EBITDA of US$2 billion and US$507 million, respectively. Travelport Limited incurred a net loss of $236 million in 2012, as compared with net income of $172 million in 2011. The Company's balance sheet at Dec. 31, 2012, showed $3.15 billion in total assets, $4.36 billion in total liabilities and a $1.20 billion total deficit. * * * As reported by the TCR on Oct. 10, 2011, Standard & Poor's Ratings Services lowered its long-term corporate credit ratings on travel services provider Travelport Holdings Limited (Travelport Holdings) and indirect subsidiary Travelport LLC (Travelport) to 'SD' (selective default) from 'CC'. The downgrades follow the implementation of a capital restructuring, which was necessary because of the Travelport group's high leverage, weak liquidity, and the upcoming maturity of its $693 million (as of end-June 2011) PIK loan in March 2012. "According to our criteria, we view this restructuring as a distressed exchange and tantamount to a default (see 'Rating Implications Of Exchange Offers And Similar Restructurings, Update,' published May 12, 2009, on RatingsDirect on the Global Credit Portal)," S&P related. In May 2012, Moody's Investors Service affirmed the Caa1 corporate family rating (CFR) and probability of default rating (PDR) of Travelport LLC. TRIBUNE CO: Bond Trustees Don't Deserve $13M in Fees, US Says ------------------------------------------------------------- Matt Chiappardi of BankruptcyLaw360 reported that the U.S. Trustee's Office objected Wednesday to more than $13 million in requests for administrative fees from two bondholders' trustees in media conglomerate Tribune Co.'s bankruptcy case, saying the companies' efforts did not make a substantial contribution to the case. According to the report, U.S. Trustee Roberta A. DeAngelis argues that the investigative work of both Wilmington Trust Co. and Law Debenture Trust Co. instead merely doubled up on contributions from other parties involved in the case, and the two bondholders, which together represent a $933 million claim against Tribune. About Tribune Co. Headquartered in Chicago, Illinois, Tribune Co. -- http://www.tribune.com/-- is a media company, operating businesses in publishing, interactive and broadcasting, including ten daily newspapers and commuter tabloids, 23 television stations, WGN America, WGN-AM and the Chicago Cubs baseball team. The Company and 110 of its affiliates filed for Chapter 11 protection (Bankr. D. Del. Lead Case No. 08-13141) on Dec. 8, 2008. The Debtors proposed Sidley Austin LLP as their counsel; Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware counsel; Lazard Ltd. and Alvarez & Marsal North America LLC as financial advisors; and Epiq Bankruptcy Solutions LLC as claims agent. As of Dec. 8, 2008, the Debtors have $7,604,195,000 in total assets and $12,972,541,148 in total debts. Chadbourne & Parke LLP and Landis Rath LLP serve as co-counsel to the Official Committee of Unsecured Creditors. AlixPartners LLP is the Committee's financial advisor. Landis Rath Moelis & Company serves as the Committee's investment banker. Thomas G. Macauley, Esq., at Zuckerman Spaeder LLP, in Wilmington, Delaware, represents the Committee in connection with the lawsuit filed against former officers and shareholders for the 2007 LBO of Tribune. Protracted negotiations and mediation efforts and numerous proposed plans of reorganization filed by Tribune Co. and competing creditor groups have delayed Tribune's emergence from bankruptcy. Many of the disputes among creditors center on the 2007 leveraged buyout fraudulence conveyance claims, the resolution of which is a key issue in the bankruptcy case. The bankruptcy court has scheduled a May 16 hearing on Tribune's plan. Judge Kevin J. Carey issued an order dated July 13, 2012, overruling objections to the confirmation of Tribune Co. and its debtor affiliates' Plan of Reorganization. In November 2012, Tribune received approval from the Federal Communications Commission to transfer media licenses, one of the hurdles to implementing the reorganization plan. Aurelius Capital Management LP failed in halting implementation of the plan pending appeal. Tribune Co. exited Chapter 11 protection Dec. 31, 2012, ending four years of reorganization. The reorganization allowed a group of banks and hedge funds, including Oaktree Capital Management and JPMorgan Chase & Co., to take over the media company. TRUE DRINKS: Squar Milnet Raises Going Concern Doubt ---------------------------------------------------- True Drinks, Inc., now known as True Drinks Holdings, Inc., filed on April 5, 2013, its annual report on Form 10-K for the year ended Dec. 31, 2012. Squar, Milner, Peterson, Miranda & Williamson, LLP, in Newport Beach, California, expressed substantial doubt about True Drinks' ability to continue as a going concern, citing the Company's loss from operations of approximately $3.1 million, negative working capital of approximately $827,000, and accumulated deficit of approximately $3.1 million. "A significant amount of additional capital will be necessary to advance the marketability of the Company's products to the point at which the Company can sustain operations, the Company's independent auditors said. The Company reported a net loss of $3.1 million on $1.0 million of net sales in 2012. The Company's balance sheet at Dec. 31, 2012, showed $6.4 million in total assets, $2.1 million in total liabilities, and stockholders' equity of $4.3 million. A copy of the Form 10-K is available at http://is.gd/g7hAUB Irvine, Cal.-based True Drinks, Inc., is a beverage company that specializes in all-natural, vitamin-enhanced drinks. Its primary business is the development, marketing, sale and distribution of its flagship product, AquaBall(TM) Naturally Flavored Water, a vitamin-enhanced, naturally flavored water drink packaged in the Company's patented stacking spherical bottles. The Company also markets and distributes Bazi(R) All Natural Energy, a liquid nutritional supplement drink, which is currently distributed online and through the Company's existing database of customers. The Company was originally incorporated in the state of Delaware in January 2012. TXU CORP: 2014 Loan Trades at 26% Off in Secondary Market --------------------------------------------------------- Participations in a syndicated loan under which TXU Corp., now known as Energy Future Holdings Corp., is a borrower traded in the secondary market at 73.63 cents-on-the-dollar during the week ended Friday, April 12, 2013, according to data compiled by LSTA/Thomson Reuters MTM Pricing and reported in The Wall Street Journal. This represents an increase of 0.29 percentage points from the previous week, the Journal relates. The loan matures on October 10, 2014. The Company pays 350 basis points above LIBOR to borrow under the facility. The loan is one of the biggest gainers and losers for the week ended April 12, among 238 widely quoted syndicated loans with five or more bids in secondary trading. About Energy Future Energy Future Holdings Corp., formerly known as TXU Corp., is a privately held diversified energy holding company with a portfolio of competitive and regulated energy businesses in Texas. Oncor, an 80%-owned entity within the EFH group, is the largest regulated transmission and distribution utility in Texas. The Company delivers electricity to roughly three million delivery points in and around Dallas-Fort Worth. EFH Corp. was created in October 2007 in a $45 billion leverage buyout of Texas power company TXU in a deal led by private-equity companies Kohlberg Kravis Roberts & Co. and TPG Inc. * * * As reported by the TCR on Aug. 15, 2012, Moody's downgraded the Corporate Family Rating (CFR) of EFH to Caa3 from Caa2 and affirmed its Caa3 Probability of Default Rating (PDR) and SGL-4 Speculative Grade Liquidity Rating. The downgrade of EFH's CFR to Caa3 from Caa2 reflects the company's financial distress and limited financial flexibility. In the Feb. 1, 2013, edition of the TCR, Fitch Ratings has lowered the Issuer Default Ratings (IDR) of Energy Future Holdings Corp (EFH) and Energy Future Intermediate Holding Company LLC (EFIH) to 'Restricted Default' (RD) from 'CCC' on the conclusion of the debt exchange and removed the Rating Watch Negative. As reported by the TCR on Feb. 4, 2013, Standard & Poor's Ratings Services said it raised its corporate credit ratings on EFH, EFIH, TCEH, and Energy Future Competitive Holdings Co. (EFCH) to 'CCC' from 'D' following the completion of several debt exchanges, each of which S&P considers distressed. UNIGENE LABORATORIES: Foreclosure Sale Scheduled Today ------------------------------------------------------ Unigene Laboratories, Inc., has entered into a second amendment to a financing agreement with affiliates of Victory Park Capital Advisors, LLC, whereby VPC has agreed to purchase an additional $750,000 senior secured note, providing Unigene with additional working capital. Under the terms of this financing, proceeds from the sale of the note, which is convertible into shares of UGNE common stock at a conversion price of $0.09 per share, will be used for working capital purposes. In an effort to conserve capital and further extend its cash runway, Unigene also announced a strategic reorganization and downsizing, which involved a reduction of approximately 40% of its workforce. The majority of employees impacted by the reduction in workforce supported Unigene's Fortical manufacturing and recombinant calcitonin production operations, which have been negatively impacted by regulatory recommendations in Europe and by an advisory committee to the U.S. Food and Drug Administration (FDA). The company also disclosed that certain of its assets primarily related to its Fortical(R) business, are impaired as a result of this regulatory activity and its related impact upon Fortical manufacturing revenues and royalties. The asset impairment charges will be further discussed within the Company's reported financial results for the first quarter 2013. Ashleigh Palmer, Unigene's chief executive officer, stated, "We value VPC's ongoing support and willingness to continue financing the company. Unigene remains focused on our efforts to conserve capital during these adverse conditions and challenging times. We view the reduction in workforce as an unfortunate, but necessary part of our path forward in continuing to explore and develop strategic options to protect and enhance shareholder value. On behalf of Unigene's Management and our Board of Directors, we thank our many dedicated colleagues and employees whose efforts have been instrumental to the success of our Fortical(R) business throughout the years." Unigene also has been notified by VPC that VPC has declared an event of default under certain loan documents, including approximately $55.8 million in notes issued to VPC by Unigene. VPC has further declared these notes (including principal and interest) due and payable. The declaration of default is based on, among other things, VPC's determination that a material default has occurred under various provisions of the loan documents. In connection with the existence and continuation of the default, VPC has notified Unigene that, pursuant to Article 9 of the Uniform Commercial Code (UCC), VPC has initiated a public disposition of certain of Unigene's assets that constitute VPC's collateral, including the Company's PeptelligenceTM Drug Delivery Platform and all other assets that are used or intended for use in connection with, or that are necessary or advisable to the continued conduct of, Unigene's biotechnology business (but excluding assets of the Company unrelated to such business). Those assets will be sold pursuant to public auction to be held at the offices of Katten Muchin Rosenman LLP, 525 West Monroe Street, Chicago, Illinois 60611 on April 15, 2013, at 11:00 a.m. Central time. About Unigene Unigene Laboratories, Inc. OTCBB: UGNE) -- http://www.unigene.com/ -- is a biopharmaceutical company focusing on the oral and nasal delivery of large-market peptide drugs. Unigene disclosed a net loss of $34.28 million on $9.43 million of total revenue for the year ended Dec. 31, 2012, as compared with a net loss of $7.09 million on $20.50 million of total revenue during the prior year. The Company incurred a $32.53 million net loss in 2010. The Company's balance sheet at Dec. 31, 2012, showed $11.31 million in total assets, $110.05 million in total liabilities and a $98.73 million total stockholders' deficit. Grant Thornton LLP, in New York, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2012. The independent auditors noted that the Company has incurred a net loss of $34,286,000 during the year ended Dec. 31, 2012, and, as of that date, has an accumulated deficit of approximately $216,627,000 and the Company's total liabilities exceeded total assets by $98,740,000. These conditions raise substantial doubt about the Company's ability to continue as a going concern. Bankruptcy Warning "We had cash flow deficits from operations of $3,177,000 for the year ended December 31, 2012, $6,766,000 for the year ended December 31, 2011 and $1,669,000 for the year ended December 31, 2010. Our cash and cash equivalents totaled approximately $3,813,000 on December 31, 2012. Based upon management's projections, we believe our current cash will only be sufficient to support our current operations through approximately March 31, 2013. Therefore, we need additional sources of cash in order to maintain all or a portion of our operations. We may be unable to raise, on acceptable terms, if at all, the substantial capital resources necessary to conduct our operations. If we are unable to raise the required capital, we may be forced to close our facilities and cease our operations. If we are unable to resolve outstanding creditor claims, we may have no other alternative than to seek protection under available bankruptcy laws. Even if we are able to raise additional capital, we will likely be required to limit some or all of our research and development programs and related operations, curtail development of our product candidates and our corporate function responsible for reviewing license opportunities for our technologies." VERIS GOLD: Obtains $10-Mil. Senior Unsecured Promissory Note ------------------------------------------------------------- Veris Gold Corp. on April 12 disclosed that the Company has secured financing in the form of an eight-month senior unsecured promissory note with a principal sum of US$10,000,000. In connection with the Note, the Company will issue 3,400,000 common share purchase warrants. The Warrants will have an exercise price of US$1.80 per Warrant and will expire five years from the date hereof. The Company intends to use the proceeds to complete development of the Starvation Canyon Mine and to start underground development of the Saval 4 portal, both located on its Jerritt Canyon property in Nevada. Starvation Canyon Mine commenced production on April 6, 2012 at approximately 300 tonnes per day; with funds from the Note, additional development will be completed to increase production to the targeted 600 tonnes per day by the end of June. Saval 4 development is scheduled to commence in May 2013 and this zone is expected to deliver an average of 300 tons per day in the second half of 2013, bringing the total for the SSX mining complex to 1,500 tons per day. Pre-production development is expected to be approximately $1 million. The increased production at Jerritt Canyon from Starvation Canyon and Saval 4 will provide additional revenues and cash flow to the Company. The Note will bear interest at a rate of 9% per annum and will mature eight months from the closing date. From and after the Maturity Date or at the election of the Lender after an Event of Default (as defined in the Note) whether or not the maturity has been accelerated, the Note will bear interest at a rate of 1.75% per month, and at the option of the Lender, the Principal may be converted into common shares of the Company based on a conversion price equal to the greater of (a) CDN$0.75 and (b) the Market Price (as defined in the TSX Company Manual) of the Company's common shares discounted by 5% per Conversion Share. The ability of the Lender to exercise its option to convert the Principal into common shares remains subject to TSX approval at the time of the Conversion. The Company also paid a finder's fee equal to 4% of the aggregate gross proceeds to Casimir Capital Ltd. in connection with the Note transaction, and also issued Casimir 100,000 common share purchase warrants with an exercise price of $1.85 and a term of two years from the closing date of the Note financing. This news release was reviewed and approved by the Company's COO, Randy Reichert, M.Sc. P.Eng., the Qualified Person under NI 43-101 for purposes of this release. About Veris Gold Corp. Veris Gold Corp. is a growing mid-tier North American gold producer in the business of developing and operating gold mines in geo-politically stable jurisdictions. The Company's primary assets are the permitted and operating Jerritt Canyon mill and gold mines located 50 miles north of Elko, Nevada, USA. The Company also holds a diverse portfolio of precious metals properties in British Columbia and the Yukon Territory, Canada, including the former producing Ketza River mine. The Company's focus has been on the re-development of the Jerritt Canyon mining and milling facility. Veris Gold reported a net loss of US$20.0 million on US$160.6 million of revenue in 2012, compared with net income of US$26.4 million on US$105.1 million of revenue in 2011. The Company's balance sheet at Dec. 31, 2012, showed US$348.5 million in total assets, US$249.8 million in total liabilities, and shareholders' equity of US$98.7 million. Going Concern Doubt Deloitte LLP, in Vancouver, Canada, noted that the Company has incurred net losses over the past several years and has a working capital deficit in the amount of US$34.3 million and has an accumulated deficit of US$379 million as at Dec. 31, 2012. "These conditions, along with other matters as set forth in Note 1, indicate the existence of material uncertainties that may cast substantial doubt about the Company's ability to continue as a going concern." VERISIGN INC: $150MM Notes Add-On No Impact on Moody's 'Ba2' CFR ---------------------------------------------------------------- Moody's Investors Service said VeriSign, Inc.'s increase of its proposed senior unsecured notes due 2023 to $750 million from $600 million does not impact the company's Ba2 Corporate Family Rating, Ba2-PD Probability of Default Rating or stable ratings outlook. The Baa3 rating for the proposed senior notes and the SGL-1 liquidity rating remain unchanged. Headquartered in Reston, VA, Verisign provides Internet infrastructure services. YOU ON DEMAND: UHY LLP Raises Going Concern Doubt ------------------------------------------------- YOU On Demand Holdings, Inc., and subsidiaries filed on April 8, 2013, their annual report on Form 10-K for the year ended Dec. 31, 2012. UHY LLP, in New York, N.Y., expressed substantial doubt about YOU On Demand's ability to continue as a going concern, citing the Company's significant losses during 2012 and 2011 and reliance on debt and equity financings to fund their operations. The Company reported a net loss of $16.3 million on $6.9 million of revenue in 2012, compared with a net loss of $12.6 million on $7.9 million of revenue in 2011. The Company's balance sheet at Dec. 31, 2012, showed $22.4 million in total assets, $13.1 million in total liabilities, $5.1 million of convertible redeemable preferred stock, and stockholders' equity of $4.2 million. A copy of the Form 10-K is available at http://is.gd/kFWEti New York, N.Y.-based YOU On Demand Holdings, Inc., operates in the Chinese media segment through its Chinese subsidiaries and variable interest entities: (1) a business which provides to cable providers both an integrated value-added service solution and platform for the delivery of pay-per-view ("PPV") and video on demand ("VOD") as well as enhanced premium content for cable providers and (2) a cable broadband business based in the Jinan region of China. ZOOM TELEPHONICS: Incurs $870K Net Loss in 2012 ----------------------------------------------- Zoom Telephonics, Inc., filed on March 29, 2013, its annual report on Form 10-K for the year ended Dec. 31, 2012. Marcum LLP, in Boston, Massachusetts, expressed substantial doubt about Zoom Telephonics' ability to continue as a going concern, citing the Company's recurring net losses and negative cash flows from operations. The Company reported a net loss of $870,054 on $12.7 million of net sales in 2012, compared with a net loss of $732,342 on $14.7 million of net sales in 2011. The Company's balance sheet at Dec. 31, 2012, showed $5.0 million in total assets, $1.4 million in total liabilities, and shareholders' equity of $3.6 million. A copy of the Form 10-K is available at http://is.gd/yMePy4 Boston, Massachusetts-based Zoom Telephonics, Inc., designs, produces, markets, sells, and supports broadband and dial-up modems, Wi-Fi(R) and Bluetooth(R) wireless products, and other communication-related products. * April 12 Bankruptcy Auction Set for 1941 Navy N3N-3 Biplane ------------------------------------------------------------- Iron Horse Auction Company, Inc. of Rockingham, N.C. on April 12 disclosed that it will conduct an online auction of a 1941 United States Navy N3N-3 Biplane for the United States Bankruptcy Court, Western District of North Carolina. The Navy N3N-3 was built by the Naval Aircraft Factory and was the last biplane in US Military Service. The original use of the N3N- 3 was for rescue missions as a seaplane. In its later years the N3N-3 was converted and used for WWII Naval Aviator Training. This N3N-3 bears the serial number 3033 and comes with the original Bill of Sale from the Reconstruction Finance Corporation (Surplus War Aircraft Division) to the first civilian owner. The auction, which includes additional aircraft, is an internet only auction, ends April 24th at 3:00 p.m. with extended bidding. This means that if a bid is received on any aircraft in the auction catalog, that bidding will be extended by 10 minutes for all aircraft. The N3N-3 is hangared in the Charlotte Metro Area. William B. Lilly, Jr. of Iron Horse states, "This is a rare opportunity to own a piece of WWII memorabilia. There are actual Navy Pilots that flew missions in WWII, that learned to fly using this very aircraft. There are approximately 30 N3N-3's still actively flying today and here is your opportunity to own one of them." * Moody's Notes Improving Performance of U.S. Credit Card Issuers ----------------------------------------------------------------- The outlook for the U.S. credit card industry remains stable, as card issuers' continued strong asset quality and profitability in an improved macroeconomic environment boost performance, says Moody's Investors Service in its new industry outlook "U.S. Card Issuers' Core Profitability to Rise Further in 2013." Moody's industry outlooks reflect the rating agency's expectations for fundamental business conditions in the industry over the next 12 to 18 months. The latest report discusses the Big 6 issuers -- American Express Company (AXP), Capital One Bank (COF), Chase Bank (JPM), Citibank, N.A. (C), Discover Financial Services (DFS), FIA Card Services (BAC ) -- and their performance amid a changing macroeconomic landscape. "Some positive elements, including improvement in asset quality and core profitability, helped the credit card industry in 2012," says Curt Beaudouin, a Moody's Vice President -- Senior Credit Officer. "But the industry faces some challenges in 2013. In particular, political and regulatory overhang persists, with the Consumer Financial Protection Bureau remaining in the forefront of regulatory action against the credit card banks." While asset quality has improved significantly for each of the main six credit card banks, it continues to vary widely among the individual issuers, says Moody's. In 2013, COF will likely be the worst performer, with an average net charge-off rate of about 4%, mainly reflecting its 2012 acquisition of HSBC's U.S. subprime credit and retail card portfolios which carry relatively high charge-off rates, says the rating agency. But AXP will lead the pack with an average net charge-off rate of about 2.0% due to the company's continued emphasis on premium quality lending customers and charge cards, says Moody's. The overall improvement in fundamental industry trends underpins Moody's stable outlook for the Big 6 card issuers' standalone bank financial strength ratings. Despite increased dividends and share buybacks, Moody's expects capital of the Big 6 issuers to be maintained at satisfactory levels in 2013, as core earnings continue to improve and risk-weighted assets tick up modestly. * Moody's Reports on NPV's Role in Determining Loss Mitigation -------------------------------------------------------------- Moody's Investors Service's Servicer Dashboard publication offers a timely look at the importance of net present value model as part of any loss mitigation process used by mortgage loan servicers in residential mortgage-backed securities. NPV has been in the news with a lawsuit filed last month by investors in New York State Supreme Court against Nationstar's practice of using note sales to liquidate seriously delinquent loans. The court has issued an injunction barring the practice pending resolution. "The NPV model and related assumptions used by mortgage loan servicers play a critical role in a servicer's decisions about defaulted loans," said Vice President Bill Fricke, who leads Moody's Servicer Quality team. "In this issue of Servicer Dashboard, we examine the components of the NPV model, which is key in determining the rate of return for investors." The Dashboard also reports that timelines for completed foreclosures continued to lengthen in the fourth quarter of last year as servicers worked their way through the aged pipeline. Court systems in judicial states such as New York, New Jersey and Florida remained overwhelmed by the sheer number of cases to be processed. REO sale timelines improved since third quarter, reflecting the improved housing market. The Dashboard provides four quarters of trustee-provided data comparing each of the major servicers of US residential mortgage loans across a range of performance metrics. The latest edition captures data through the fourth quarter of last year. The Dashboard also reports that current-to-worse roll rates continued to improve in the fourth quarter, especially for the Subprime and Alt-A product types. The improvement in the economy and the success of previous modifications resulted in the improved collections performance. Total cure and cash flowing rate performance was mixed in the fourth quarter, reports Moody's. Citi's performance in Alt-A continued to decline, driven by a reduction in modification volume. Chase's Jumbo and Alt-A performance decreased slightly as the servicer exhausted its eligible loan population for loss mitigation. Bank of America's numbers improved due to transfers of non-performing loans to special servicers as well as compliance with last year's state attorneys general settlement performance goals. Re-modification and re-default rates decreased in the fourth quarter for all product types. This indicates that previously done modifications are taking hold and performing better than modifications done in the past, says Moody's. Helping in this trend has been the implementation by servicers of single-point-of -contact procedures in loss mitigation and a trend of more principal forgiveness modifications. * Moody's Says NA Transaction Processors' Bonds Offer Average ------------------------------------------------------------- Covenant protections in the high-yield bonds issued by North American transaction processors are generally in line with those issued by other North American non-financial corporates, Moody's Investors Service says in a new report, "North American Transaction Processors' Bond Covenants Are Close to Average." Transaction processors include companies that process employee payrolls, credit card transactions and loan repayments. "Thirteen bonds from nine North American transaction processors have an average covenant quality score of 3.37, compared with 3.42 for a wider sample of 606 North American non-financial corporate bonds drawn from our High-Yield Covenant Database," says Vice President -- Senior Analyst Terrence Dennehy. Moody's uses a five- point scale to indicate covenant quality, with 1.0 representing the strongest investor protections and 5.0, the weakest. Among transaction processing companies, a bond from iPayment Inc. had the strongest covenant quality score in Moody's sample, at 2.50, while one from Fidelity National Information Services Inc. had the weakest score, at 4.21. And the transaction processor sector differs from many others in that sponsored bonds offer stronger-than-average protections against restricted payments and debt incurrence. This limits transaction processors' ability to execute debt-financed distributions to shareholders. Nonetheless, these strengths are offset by weaker change of control protections. "Weaker change of control protections give private equity firms more flexibility to exit their investments via an IPO or sale," Dennehy says, "thus the change of control provisions ultimately facilitate exit strategies that enable sponsors to show some return to investors." In addition, protections against risky investments are weaker in the transaction processor sector than in other North American non- financial sectors. This reflects higher-than-average investment carve-outs, Dennehy says, which increases transaction processors' flexibility to make acquisitions to fill out missing product segments or geographies. Transaction processors had an average score of 3.92 for investments, compared with 3.70 for the broader group. Excluding companies with private equity sponsors, however, the average scores for the two groups were comparable, at 3.61 and 3.62, respectively. * Americans Spending Larger Share of Annual Income on Homes ----------------------------------------------------------- Amrita Jayakumar, writing for The Washington Post, reported that as mortgage rates hover near historic lows, Americans are saving big on monthly mortgage payments. In the fourth quarter of 2012 alone, homeowners spent almost 37 percent less on the payments than they did in the years before the housing bubble, according to real estate tracking firm Zillow. But this saving has a flip side: As home values rise, paychecks aren't keeping up, the Post report noted. So, while average monthly payments are down, buyers are purchasing homes with a bigger price tag. At the end of 2012, buyers bought homes that were three times their annual income, up from 2.6 times before the housing bubble. According to the Post report, the disparity is stark in high- priced areas such as San Jose, where home buyers are purchasing homes for seven times their yearly salary. Meanwhile, in Detroit, the purchase price is typically just 1.5 times a buyer's salary. Homes appear more affordable because low mortgage rates are painting a distorted picture of the market, Stan Humphries, chief economist at Zillow, told the Post. The average rate for a 30-year fixed mortgage fell to 3.43 percent this week, compared with 3.88 percent a year ago, according to data released by mortgage giant Freddie Mac, the report said. That is not far from the historic low of 3.31 percent in November. * CASM Blames U.S. Solar Bankruptcies on China's Trade Aggression ----------------------------------------------------------------- The Coalition for American Solar Manufacturing (CASM) on April 11 disclosed that the U.S. Department of Commerce has taken the extraordinary measure of asking U.S. Customs and Border Protection (CBP) to undertake enhanced import reviews and potential enforcement based on federal data suggesting some manufacturers and importers of Chinese-made solar panels are misreporting and underreporting their imports to evade new tariffs on them. A memorandum from Commerce to CBP dated April 9, according to CASM, says a Commerce analysis of CBP import data revealed that some importers are evading import duties to counter illegal, export-intensive Chinese subsidies and U.S. price dumping by improperly declaring merchandise to be outside the scope of the duties or by understating its value. In particular, Commerce said, "The data suggest that some importers may either be improperly declaring merchandise as not subject to the AD/CVD [anti-dumping/countervailing duty] orders, or may be understating the value of the imported merchandise declared as subject to the relevant orders." The Commerce memo also states that as a result of the findings, Customs and Border Protection has initiated operations at "various ports throughout the country" that "have resulted in the collection of significant additional cash deposits on merchandise subject to the AD/CVD orders." "For U.S. manufacturing employees, this evasion adds insult to injury," said Gordon Brinser, president of SolarWorld Industries America Inc., based in Oregon. "The U.S. solar industry and its workforce have suffered profound, sustained harm from China's illegal trade practices. We alerted U.S. authorities and, over the course of 13-month investigations, we were proved right. Now the Chinese producers and their importers are apparently trying to sidestep the application of these lawfully determined trade remedies. We applaud the government for being alert to this new phase of cheating." CASM, comprised of about 240 solar installers, manufacturers and other U.S. employers, supports sustainable and domestic production as well as trade free of illegal foreign government interference. The coalition says more than 25 U.S. solar companies have downsized or shuttered plants, filed for bankruptcy protection or withdrawn from the industry as a result of China's state-directed trade aggression. In late 2012, coalition leader SolarWorld won trade cases to counter China's illegal trade practices. As a result, the U.S. government set anti-subsidy and anti-dumping duties at between 24 percent and 250 percent of import values. Founded by seven companies that manufacture solar cells and panels in the United States, CASM now includes 239 employers of more than 18,300 Americans; the employers' names, locations, businesses and statements are available on the CASM site's members page. * First Quarter Foreclosure Activity at Lowest Level Since 2007 --------------------------------------------------------------- RealtyTrac on April 11 released its U.S. Foreclosure Market Report for March and the first quarter of 2013, which shows foreclosure filings -- default notices, scheduled auctions and bank repossessions -- were reported on 152,500 U.S. properties in March, a decrease of 1 percent from the previous month and down 23 percent from March 2012. The decrease in March helped drop first quarter foreclosure numbers to the lowest level since the second quarter of 2007. Foreclosure filings were reported on 442,117 U.S. properties in the first quarter, down 12 percent from the previous quarter and down 23 percent from the first quarter of 2012. "Although the overall national foreclosure trend continues to head lower, late-blooming foreclosures are bolting higher in some local markets where aggressive foreclosure prevention efforts in previous years are wearing off," said Daren Blomquist, vice president at RealtyTrac. "Meanwhile, more recent foreclosure prevention efforts in other states have drastically increased the average time to foreclose, which could result in a similar outbreak of delayed foreclosures down the road in those states." High-level findings from the report: -- U.S. foreclosure starts increased 2 percent from February to March, the second straight monthly increase following three consecutive monthly decreases. There were a total of 73,113 foreclosure starts nationwide in March, still down 28 percent from a year ago. -- Foreclosure starts in March increased from the previous month in 23 states and were up annually in 12 states, led by New York (200 percent increase), Maryland (193 percent increase), Washington (154 percent increase), Arkansas (101 percent increase), and Nevada (88 percent increase). -- Lenders repossessed 43,597 properties nationwide in March, the lowest since September 2007. U.S. bank repossessions (REOs) in March decreased 3 percent from February and were down 21 percent from a year ago. -- A total of 34 states reported annual decreases in REO activity in March, including Oregon (down 72 percent), Utah (down 71 percent), Massachusetts (down 61 percent), Michigan (down 56 percent), and Nevada (down 55 percent). -- States bucking the national downward trend in REOs included Arkansas (up 121 percent annually in March), Maryland (up 114 percent), Washington (up 88 percent), Pennsylvania (up 41 percent), and Ohio (up 39 percent). -- Properties repossessed by lenders in the first quarter took an average of 477 days to complete the foreclosure process, up from 414 days in the previous quarter and a record high since RealtyTrac began tracking this metric in the first quarter of 2007. -- The average time to foreclose in the first quarter increased from the previous quarter in 39 states, led by Oregon (up 61 percent), Arkansas (up 42 percent), Texas (up 40 percent), Tennessee (up 37 percent), and Michigan (up 22 percent) -- all non-judicial foreclosure states. Divergent trends continue in judicial and non-judicial states First quarter foreclosure activity in the 26 judicial or quasi- judicial states combined increased 6 percent from the first quarter of 2012, while first quarter foreclosure activity in the 24 judicial states decreased 44 percent during the same time period. Similarly, March foreclosure activity increased 4 percent annually in the judicial states combined but decreased 44 percent annually in the non-judicial states combined. There were a total of 85,671 Florida properties with foreclosure filings in the first quarter, the most of any state and one in every 104 housing units -- the nation's highest state foreclosure rate and nearly three times the national average of one in every 296 housing units. Florida foreclosure activity in the first quarter increased 7 percent from the previous quarter and was up 17 percent from the first quarter of 2012. Nevada foreclosure activity increased 13 percent in the first quarter compared to the previous quarter, helping the state post the nation's second highest foreclosure rate. One in every 115 Nevada housing units had a foreclosure filing during the quarter. First quarter foreclosure activity in Nevada was still down 18 percent from a year ago, but the quarterly increase was driven largely by a recent uptick in foreclosure starts. Nevada foreclosure starts in March increased 88 percent from a year ago to an 18-month high. "We are seeing an uptick of foreclosure starts particularly in the Reno, Sparks MSA where they are up 100 percent from a year ago due to lenders gaining confidence around their strategies related to SB 284. That strategy development around filing notices of default has taken more than a year. Fortunately, we are seeing a significant drop in the number of scheduled foreclosure auctions and REO's in Nevada as lenders seek alternative ways to resolve the backlog of foreclosures through short sales or other methods," said Craig King, RealtyTrac Network member and COO of Chase International, one of the nation's premier real estate companies located in the Lake Tahoe/Reno region. Illinois foreclosure activity in the first quarter decreased 2 percent from the previous quarter and was down 5 percent from a year ago, but the state's foreclosure rate -- one in every 147 housing units with a foreclosure filing during the quarter -- still ranked third highest nationwide. The annual decrease in the first quarter followed four consecutive quarters with annual increases in Illinois foreclosure activity. Ohio foreclosure activity increased annually for the fourth consecutive quarter in the first quarter, helping the state post the nation's fourth highest foreclosure rate -- one in every 188 housing units with a foreclosure filing. Georgia foreclosure activity in the first quarter decreased annually for the third consecutive quarter, but the state still posted the nation's fifth highest foreclosure rate -- one in every 200 housing units with a foreclosure filing. Other states with foreclosure rates ranking among the top 10 were Arizona (one in every 202 housing units with a foreclosure filing), Washington (one in 220 housing units), Maryland (one in 254 housing units), South Carolina (one in 254 housing units), and California (one in 266 housing units). Florida cities account for seven of 10 highest metro foreclosure rates in first quarter One in every 79 housing units in the Miami metro area had a foreclosure filing in the first quarter of 2013, more than three times the national average and highest among metropolitan statistical areas with a population of 200,000 or more. Six other Florida metro areas documented foreclosure rates that ranked among the top 10: Orlando at No. 2 (one in every 86 housing units with a foreclosure filing); Ocala at No. 3 (one in 92 housing units); Tampa at No. 5 (one in 100 housing units); Jacksonville at No. 7 (one in 105 housing units); Palm Bay- Melbourne-Titusville at No. 8 (one in 109 housing units); and Lakeland at No. 10 (one in 128 housing units). Other cities with foreclosure rates in the top 10 were Las Vegas at No. 4 (one in 99 housing units); Rockford, Ill., at No. 6 (one in 102 housing units); and Chicago at No. 9 (one in 116 housing units). Days to foreclose at record 477 days, biggest increases in non- judicial states U.S. properties foreclosed in the first quarter took an average of 477 days to complete the foreclosure process, up from 414 days in the previous quarter and up from 370 days in the first quarter of 2012. It was the highest average number of days to foreclose going back to the first quarter of 2007. The average time to complete a foreclosure increased from the previous quarter in 39 states, led by Oregon (up 61 percent), Arkansas (up 42 percent), Texas (up 40 percent), Tennessee (up 37 percent), and Michigan (up 22 percent) -- all non-judicial foreclosure states. Despite a 4 percent decrease in the average time to complete a foreclosure from the previous quarter, New York continued to register the longest state foreclosure timeline at 1,049 days from foreclosure start to bank repossession (REO). New Jersey came in second highest at 1,002 days followed by Florida at 893 days, Hawaii at 824 days, and Illinois at 720 days. Texas documented the shortest time to complete a foreclosure at 159 days despite a 40 percent increase from the previous quarter. Virginia documented the second shortest foreclosure timeline at 166 days, followed by Delaware at 168 days, Maine at 182 days, and Alabama at 186 days. About RealtyTrac Inc. RealtyTrac -- http://www.realtytrac.com-- is an online marketplace for foreclosure properties and real estate data. * Visa, MasterCard Judge Orders Changes on Swipe-Fee Sites ---------------------------------------------------------- Christie Smythe, writing for Bloomberg News, reported that websites critical of a settlement that Visa Inc. (V) and MasterCard Inc. (MA) reached with retailers over so-called swipe fees are misleading and must be corrected, a federal judge ruled. According to the report, the sites contain "bad information" that may have caused some retailers to drop out of the settlement, U.S. District Judge John Gleeson said in Brooklyn, New York. He gave the parties a week to decide on changes. "I'm not going to belabor this with you," Gleeson told Jeffrey Shinder, a lawyer representing retail trade associations that established the sites and have opposed the settlement, Bloomberg said. "I'm just talking about basic fairness." Bloomberg noted that sites at issue include Merchantsobject.com and home sites for the trade groups National Community Pharmacists Association, National Grocers Association and the National Association of Convenience Stores, among others, according to court filings submitted by the plaintiffs' lawyers. The sites provide one-sided information encouraging retailers to object and opt out and don't fully explain consequences of those actions, the plaintiffs' lawyers said, according to Bloomberg. While opting out allows merchants to pursue their own lawsuits against the credit card firms, it deprives them of the ability to receive payments for damages under the settlement, the lawyers said. * JPMorgan Analysts Say Big Investment Banks Are "Uninvestable" --------------------------------------------------------------- Elisa Martinuzzi & Liam Vaughan, writing for Bloomberg News, reported that JPMorgan Chase & Co. (JPM), the largest U.S. bank by assets and the top investment bank by fees, is questioning the so- called universal bank model's future. According to the report, top-tier investment banks are "uninvestable at this point with a risk of spinoff from universal banks," JPMorgan analysts led by London-based Kian Abouhossein wrote in a research note on April 12. They cited potential rule changes and curbs on capital and funding. Investors should avoid Goldman Sachs Group Inc. (GS), once the world's most profitable securities firm, and Deutsche Bank AG (DBK), Germany's largest bank, because of pressure on earnings and the unknown impact of new regulations, according to the report, Bloomberg cited. Both firms rank among the biggest sales and trading rivals for New York-based JPMorgan, which isn't mentioned in the report. The bank is scheduled to report first-quarter results on April 13. Instead, the analysts favor UBS AG (UBSN) and Credit Suisse Group AG (CSGN), Switzerland's first and second-largest banks, and New York- based Morgan Stanley, owner of the world's biggest brokerage, because of their restructuring potential and ability to release capital, the report said, according to Bloomberg. Investment-banking revenue will continue at 2005 and 2006 levels and will be led by fixed-income, currencies and commodities, which will account for half of the industry's sales by 2015, JPMorgan's analysts said, Bloomberg related. Second-tier operators in that business, including Morgan Stanley (MS), Credit Suisse, UBS and Royal Bank of Scotland Group Plc, will have to restructure further because they lack scale, the analysts wrote, Bloomberg further related. Goldman Sachs, Barclays Plc (BARC), Deutsche Bank, Citigroup Inc. (C) and Bank of America Corp. (BAC) should gain market share, according to the note. * Attys Anxious for Clarity on Stern May Be in for Long Wait ------------------------------------------------------------ Lance Duroni of BankruptcyLaw360 reported that a recent petition to the U.S. Supreme Court could help alleviate widespread confusion about the scope of a bankruptcy judge's authority in the wake of Stern v. Marshall, experts say, but it may not be the ideal case to revisit the landmark decision. According to the report, the high court's ostensibly narrow 2011 Stern ruling has, in practice, called into question bankruptcy judges' authority to rule on a wide range of so-called "core" proceedings which they handled routinely prior to Stern. * Godwin Lewis Picks Up Glast Phillips Bankruptcy Pro ----------------------------------------------------- Ama Sarfo of BankruptcyLaw360 reported that Texas-based Godwin Lewis PC has boosted its bankruptcy practice with the addition of a Glast Phillips & Murray PC attorney whose clients have included banking heavyweights like Bank of America NA and Wells Fargo Acceptance Corp. According to the report, Sidney H. Scheinberg joined Godwin as a shareholder on April 8 and will operate out of its Dallas and Plano, Texas, offices and focus on growing the firm's bankruptcy practice, Godwin said. * Honorary Consul Appointment of KSIA's President Extended ---------------------------------------------------------- Kunjar Sharma & Associates Inc. on April 11 disclosed that its President, Dr. Kunjar Sharma, has been renewed as Honorary Consul General of Nepal through to March 8, 2015 by the Government of Nepal. This position, based in Toronto significantly contributes to the promoting of bilateral relations between Nepal and Canada. Dr. Sharma, who has held this position since 1993, is also a past recipient of the President's Award by the Sir Edmund Hillary Foundation of Canada for his work for the people of Nepal. About Kunjar Sharma & Associates Inc. KSAI -- http://www.kunjarsharma.com-- is a boutique Toronto insolvency firm whose focus is exclusively on helping individuals, families and business owners who need assistance in restructuring their finances or require the services of a Trustee in Bankruptcy. * Sheppard Mullin Re-Elects Chairman Guy Halgren to Fifth Term -------------------------------------------------------------- Sheppard, Mullin, Richter & Hampton LLP on April 12 disclosed that the firm's chairman of the executive committee, Guy N. Halgren, has been re-elected to a fifth consecutive, three-year term leading the firm. Mr. Halgren was first elected to this management role in 2001. Mr. Halgren is the first Sheppard Mullin chairman to hold this position for more than three terms. "Our partnership is very fortunate to have Guy at the helm for another term. He's smart, fair and forward-thinking," said Lawrence M. Braun, Los Angeles-based Corporate partner and member of the executive committee. "Guy has been instrumental in growing the firm in terms of size, locations, and practice areas, while preserving Sheppard Mullin's tradition of collegiality and entrepreneurship." Sheppard Mullin has experienced significant growth in the past twelve years. The number of attorneys is now more than 600, which is more than double the firm's attorney headcount in 2001. During the same time period, the firm has geographically grown from a California firm, to a national firm with locations in Chicago, New York and Washington, D.C., to an international firm with offices in Beijing, Shanghai, Seoul, Brussels and London. The firm currently has a total of sixteen offices, having significantly expanded from four locations in 2001. Comparing 2001 to 2012, gross revenue has climbed from $149 million to $438 million. Practice area growth has occurred in a number of ways, including the establishment of an institutional entertainment and media practice in 2003, the significant growth of the firm's Intellectual Property practice group in recent years, and the strengthening of signature practices: Antitrust, Corporate, Finance & Bankruptcy, Government Contracts, Labor & Employment, Litigation, Real Estate/Land Use and Tax. Additionally, Business Trial partner Robert S. Beall has been re-elected as the firm's managing partner for another three-year term. He has held this firm management position since 2005. Beall, based in the firm's Orange County office, has also been re-elected to the firm's executive committee for another three- year term. This year, Jon W. Newby has been elected to the newly created position of vice chairman. Mr. Newby, based in the firm's Century City office, is a Corporate partner, serves as the practice group co-chair and is a member of the executive committee. "I'm very pleased that Robert has agreed to serve for another term and welcome Jon in the role of vice chairman. Their talents complement each other, as well as mine, and I look forward to continued success and growth leading the firm with their support," Mr. Halgren commented. Partners Geraldine Ann Freeman, Jerry J. Gumpel and Hal Milstein have been elected to the executive committee. Freeman is based in the San Francisco office and is co-chair of the firm's Finance and Bankruptcy practice group. Mr. Gumpel is based in the firm's Del Mar office, is co-chair of the International practice and member of the Corporate practice group. Milstein is based in the firm's Palo-Alto office and is a member of the firm's IP practice group. About Sheppard, Mullin, Richter & Hampton LLP Sheppard Mullin -- http://www.sheppardmullin.com-- is a full service Global 100 firm with 630 attorneys in 16 offices located in the United States, Europe and Asia. Since 1927, companies have turned to Sheppard Mullin to handle corporate and technology matters, high stakes litigation and complex financial transactions. In the U.S., the firm's clients include more than half of the Fortune 100. * BOND PRICING: For Week From April 8 to 12, 2013 ------------------------------------------------- Company Coupon Maturity Bid Price ------- ------ -------- --------- AES EASTERN ENER 9.00 1/2/2017 1.750 AES EASTERN ENER 9.67 1/2/2029 4.125 AGY HOLDING COR 11.00 11/15/2014 50.500 AHERN RENTALS 9.25 8/15/2013 80.250 ALION SCIENCE 10.25 2/1/2015 56.875 ATP OIL & GAS 11.88 5/1/2015 5.500 ATP OIL & GAS 11.88 5/1/2015 5.750 ATP OIL & GAS 11.88 5/1/2015 5.500 BUFFALO THUNDER 9.38 12/15/2014 28.000 CATERPILLAR FINL 5.60 4/15/2013 100.000 CENGAGE LEARN 12.00 6/30/2019 24.500 CENGAGE LEARNING 13.75 7/15/2015 20.375 CHAMPION ENTERPR 2.75 11/1/2037 0.500 DELL INC 4.70 4/15/2013 100.375 DELTA AIR 1993A1 9.88 4/30/2049 21.750 DEX ONE CORP 14.00 1/29/2017 44.000 DOWNEY FINANCIAL 6.50 7/1/2014 56.000 DYN-RSTN/DNKM PT 7.67 11/8/2016 4.500 EASTMAN KODAK CO 7.00 4/1/2017 14.250 EASTMAN KODAK CO 9.20 6/1/2021 10.583 EASTMAN KODAK CO 9.95 7/1/2018 13.000 EDISON MISSION 7.50 6/15/2013 54.400 ELEC DATA SYSTEM 3.88 7/15/2023 97.000 FAIRPOINT COMMUN 13.13 4/1/2018 1.000 FAIRPOINT COMMUN 13.13 4/1/2018 1.000 FAIRPOINT COMMUN 13.13 4/2/2018 0.920 FDC-CALL04/13 9.88 9/24/2015 102.625 FIBERTOWER CORP 9.00 11/15/2012 3.000 FIBERTOWER CORP 9.00 1/1/2016 12.000 FULL GOSPEL FAM 8.40 6/17/2031 10.067 GEOKINETICS HLDG 9.75 12/15/2014 52.125 GEOKINETICS HLDG 9.75 12/15/2014 52.625 GLB AVTN HLDG IN 14.00 8/15/2013 21.000 GMX RESOURCES 4.50 5/1/2015 11.000 GMX RESOURCES 9.00 3/2/2018 19.550 HAWKER BEECHCRAF 8.50 4/1/2015 6.000 HAWKER BEECHCRAF 8.88 4/1/2015 1.750 HORIZON LINES 6.00 4/15/2017 30.480 JAMES RIVER COAL 3.13 3/15/2018 22.000 JAMES RIVER COAL 4.50 12/1/2015 25.000 LAS VEGAS MONO 5.50 7/15/2019 20.000 LBI MEDIA INC 8.50 8/1/2017 30.875 LEHMAN BROS HLDG 0.25 12/12/2013 20.125 LEHMAN BROS HLDG 0.25 1/26/2014 20.125 LEHMAN BROS HLDG 1.00 10/17/2013 20.125 LEHMAN BROS HLDG 1.00 3/29/2014 20.125 LEHMAN BROS HLDG 1.00 8/17/2014 20.125 LEHMAN BROS HLDG 1.00 8/17/2014 20.125 LEHMAN BROS HLDG 1.25 2/6/2014 20.125 MF GLOBAL LTD 9.00 6/20/2038 71.000 OVERSEAS SHIPHLD 8.75 12/1/2013 80.750 PENSON WORLDWIDE 12.50 5/15/2017 24.375 PENSON WORLDWIDE 12.50 5/15/2017 41.500 PLATINUM ENERGY 14.25 3/1/2015 51.500 PLATINUM ENERGY 14.25 3/1/2015 51.500 PMI CAPITAL I 8.31 2/1/2027 0.625 PMI GROUP INC 6.00 9/15/2016 27.750 POWERWAVE TECH 1.88 11/15/2024 0.750 POWERWAVE TECH 1.88 11/15/2024 0.750 POWERWAVE TECH 3.88 10/1/2027 1.000 POWERWAVE TECH 3.88 10/1/2027 0.750 RESIDENTIAL CAP 6.88 6/30/2015 33.750 SAVIENT PHARMA 4.75 2/1/2018 20.000 SCHOOL SPECIALTY 3.75 11/30/2026 53.000 TERRESTAR NETWOR 6.50 6/15/2014 10.000 TEXAS COMP/TCEH 10.25 11/1/2015 10.740 TEXAS COMP/TCEH 10.25 11/1/2015 10.625 TEXAS COMP/TCEH 10.25 11/1/2015 11.300 TEXAS COMP/TCEH 10.50 11/1/2016 9.750 TEXAS COMP/TCEH 10.50 11/1/2016 10.000 TEXAS COMP/TCEH 15.00 4/1/2021 27.575 TEXAS COMP/TCEH 15.00 4/1/2021 29.000 THQ INC 5.00 8/15/2014 47.250 TL ACQUISITIONS 10.50 1/15/2015 19.500 TL ACQUISITIONS 10.50 1/15/2015 19.500 USEC INC 3.00 10/1/2014 25.250 WCI COMMUNITIES 4.00 8/5/2023 0.375 WCI COMMUNITIES 4.00 8/5/2023 0.375 WCI COMMUNITIES 6.63 3/15/2015 0.375 ********* 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 ***