/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/130501.mbx T R O U B L E D C O M P A N Y R E P O R T E R Wednesday, May 1, 2013, Vol. 17, No. 119 Headlines 22ND CENTURY: Amends 6.2 Million Shares Resale Prospectus 250 AZ: Can Hire David Knapper for Hearing on Stay Relief 710 LONG RIDGE: NLRB, Unions Hit Bankruptcy Court Ruling ADAMS PRODUCE: Wins Confirmation of Liquidating Plan ADVANCED MEDICAL: Sells 2.8 Million Common Shares to Brookline AEMETIS INC: Issues 1.8 Million Common Shares to Satisfy Debts AFFIRMATIVE INSURANCE: A.M. Best Cuts Credit Rating to 'cc' AGFEED INDUSTRIES: Forbearance Ends July, May File for Bankruptcy ALLIED IRISH: To Issue Bonus Shares to NPRFC ALLSCRIPTS HEALTHCARE: Software Maker Downgraded to BB ALLY FINANCIAL: 11 Directors Elected at Annual Meeting ALLY FINANCIAL: Copy of Presentation to Shareholders AMBAC FINANCIAL: Expects to Exit Bankruptcy with IRS Deal AMBAC FINANCIAL: Lemonides Won't Sit as Director AMERICAN AIRLINES: Disclosure Statement Hearing Moved to June 4 AMERICAN AIRLINES: Arranging $3.25-Bil. Bankruptcy Exit Loan AMERICAN AIRLINES: Seeks Approval of $130MM Aircraft Financing AMERICAN COMMERCE: Amends 2012 Periodic Reports with SEC AMERICAN RESIDENTIAL: S&P Revises Ratings Outlook to Negative ANTIOCH COMPANY: Meeting of Creditors on May 20 ANTIOCH COMPANY: May 9 Hearing on Use of Rabbi Trust Funds ANTIOCH COMPANY: Asks for Approval of Attorneys, CRO ARTE SENIOR LIVING: Retirement Community Selling for $31-Mil. ATARI INC: Bonuses Prompt Opposition From U.S. Trustee ATLANTIC AVIATION: Moody's Rates $535-Mil. Credit Facility 'Ba3' ATLANTIC COAST: Amin Ali Held 9.5% Stake as of March 11 ATLANTIC COAST: 2 Directors Still Oppose Bond Street Merger ATP OIL: Macquarie, Keba Trial Seems Headed to District Court ATP OIL: Auction Moved to May 7; Lenders to Credit Bid AVANTAIR INC: Bret Holmes Named Chief Financial Officer BBX CAPITAL: Amends 2012 Annual Report BEALL CORP: Wabash Incurs $0.6MM Cost on Bankruptcy Asset Buyout BILL BARRETT: S&P Lowers Unsecured Debt Rating to 'B+' BIOFUELS POWER: Reports $342,400 Net Income in 2012 BRAVO REALTY: Case Summary & 20 Largest Unsecured Creditors BROWN PUBLISHING: K&L Gates Facing Sanctions BUILDERS FIRSTSOURCE: Incurs $11.8 Million Net Loss in Q1 CALPINE CONSTRUCTION: S&P Rates $1.05BB Secured Term Loan 'BB' CATALENT PHARMA: Moody's Rates Proposed $275MM Term Loan 'Caa1' CHATHAM PARKWAY: May Use Ameris Collateral to Pay Legal Fees CICERO INC: John Stefens Held 44.2% Equity Stake at March 21 CIRCLE STAR: Chief Financial Officer Resigns CLAIRE'S STORES: Amends Fiscal 2012 Annual Report CNL LIFESTYLE: Downgraded Two Years in a Row by S&P COATES INTERNATIONAL: Amends 17.5 Million Shares Prospectus COINMACH SERVICE: S&P Puts 'B-' CCR on CreditWatch Positive COMMUNITY WEST: Earns $1.1 Million in First Quarter COMPREHENSIVE CARE: President Retires for Health Reasons COMSTOCK MINING: Judd Merrill Succeeds Mark Jewett as CAO COPANO ENERGY: S&P Retains 'B+' CCR on CreditWatch Positive COPYTELE INC: Has 57.4 Million Common Shares Resale Prospectus CUBIC ENERGY: To Acquire East Texas EagleBine Assets for $46MM CUI GLOBAL: Acquires Orbital-UK for $26.2 Million DEE ALLEN: Chapter 11 Trustee Files Liquidating Plan DENNY'S CORP: Obtains New $250 Million Credit Facility DEX ONE: Completes SuperMedia Merger, Exits Chapter 11 DIGITAL DOMAIN: Has Exclusive Plan Rights Until July 8 DIMMITT CORN: Files List of Top 20 Unsecured Creditors EDISON MISSION: Amends 2012 Annual Report to Add Info ELEPHANT TALK: Amends 2012 Annual Report ELITE PHARMACEUTICALS: Lincoln Park to Resell 80.8MM Shares EMISPHERE TECHNOLOGIES: Enters Into MHR Debt Restructuring Deal EMPIRE RESORTS: Amends 6.3 Million Shares Prospectus EXIDE TECH: Lazard, Akin Gump Hired for Restructuring Advice FAIRWEST ENERGY: Gets CCAA Extension; Fails to File Financials FIRST BANKS: Earned $6.7 Million in First Quarter FIRST SECURITY: Offering 60.7 Million Common Shares FLORIDA GAMING: Silvermak Stock Purchase Agreement Expires May 10 FREESEAS INC: Issues Add'l 300,000 Settlement Shares to Hanover FUELSTREAM INC: Amends 2012 Annual Report to Include Exhibit FUSION TELECOMMUNICATIONS: Amends 2012 Annual Report GABRIEL TECHNOLOGIES: May 5 Hearing on Chapin Fitzgerald Hiring GABRIEL TECHNOLOGIES: U.S. Trustee Names 3-Member Creditors Panel GABRIEL TECHNOLOGIES: Can Hire HHR as Special Litigation Counsel GABRIEL TECHNOLOGIES: Panel Hires Pachulski Stang as Counsel GASCO ENERGY: Common Stock Delisted From NYSE MKT GENWORTH MORTGAGE: S&P Affirms 'B' Issuer Credit Rating GEOKINETICS INC: Prepackaged Reorganization Plan Approved GLOBALSTAR INC: Forbearance with Noteholders Extended to May 6 GLOBUS MARITIME: Reaches Agreement with Commerzbank to Prepay Loan GOLF CLUB OF KANSAS: Files Chapter 11 with Lower Revenue GROVES IN LINCOLN: Court OKs Benchmark-Led Auction on June 12 GROVES IN LINCOLN: Has Final Authority to Use Cash Collateral HALCON RESOURCES: Moody's Lowers CFR to 'B3', Stable Outlook HAMPTON LAKE: South Carolina Subdivision Owner in Chapter 11 HAMPTON LAKE: Sec. 341 Meeting of Creditors on May 24 HAMPTON LAKE: Seeks to Use Crimson's Cash Collateral HARVEST NATURAL: Cohen Milsten Probes Financial Statements HERCULES OFFSHORE: Posts $35.2-Mil. Net Income in First Quarter HERCULES OFFSHORE: Fleet Status Report as of April 24 HMX ACQUISITION: Wins Confirmation of Liquidating Plan HOSTESS BRANDS: Bakers Union Invokes Labor Law HUSTAD INVESTMENT: Court OKs Hiring of Attorneys, Accountant HUSTAD INVESTMENT: Files Schedules of Assets and Liabilities HUSTAD INVESTMENT: Wants to Incur $37,000 Unsecured Loan from Trek INFOGROUP INC: Downgraded to B- Corporate by S&P INNOVATIVE COMMS: Prosser & Cambell Fails to Dismiss Suit INSPIREMD INC: Hikes Annual Salary of CFO to $175,000 INSPIREMD INC: Sol Barer Held 6.9% Stake as of April 16 INTELLICELL BIOSCIENCES: John Pavia Quits as Director INTERSTATE BANKERS: A.M. Best Cuts Finc'l. Strength Rating to 'B' IOWORLDMEDIA INC: Z. McAdoo Held 15.4% Stake as of April 19 ISC8 INC: Issues 9.4 Million Shares of Common Stock ISTAR FINANCIAL: Completes Sale of 24% Stake in LNR J.C. PENNEY: Plans to Sell Combination of Securities J.C. PENNEY: Soros Fund Held 7.9% Equity Stake as of April 15 JACKSONVILLE BANCORP: Has New Chairman of the Board JACKSONVILLE BANCORP: Has $5 Million Rights Offering JAYHAWK ENERGY: Resets Conversion Price of Debentures K-V PHARMACEUTICAL: Conv. Holders Deserve Nothing, Seniors Say K-V PHARMACEUTICAL: Has Court OK to Employ W&C as Counsel KIT DIGITAL: Can Tap Its Bankruptcy Loan, Judge Says KRATOS DEFENSE: S&P Revises Outlook to Stable & Affirms 'B' CCR LA FRONTERA: S&P Assigns Prelim. 'BB-' Rating to $1BB Term Loan LBC TANK: S&P Assigns 'B+' CCR & Rates $396MM Facilities 'BB' LDK SOLAR: Signs Second Shares Purchase Agreement with Fulai LEE'S FORD: Can Access BB&T's Cash Collateral Until May 10 LEHMAN BROTHERS: Court Approves Settlement With Swiss Unit LEVEL 3: Incurs $78 Million Net Loss in First Quarter LIBERTY HARBOR: Exclusive Plan Filing Date Extended Until July 22 LIBERTY MEDICAL: Keeps Insulin Pump Business in Alere Deal LIBERTY MEDICAL: Aims to Stop June Trial in Fla. Qui Tam Suit LIFECARE HOLDINGS: Unsecured Creditors Estimate 7.5% Recovery LINDSAY GENERAL: Files List of Top Unsecured Creditors LKQ CORP: Moody's Assigns 'Ba3' Rating to New $500MM Senior Notes LKQ CORP: S&P Affirms 'BB+' CCR & Rates $500MM Notes 'BB-' MAUI LAND: Shareholders Elect Five Directors MAXCOM TELECOMUNICACIONES: Fails to Complete Exchange Offer MAXCOM TELECOMUNICACIONES: Posts Ps.51.6MM Net Income in Q1 MCCLATCHY CO: Incurs $12.7 Million Net Loss in First Quarter MEDIA GENERAL: Incurs $17.7 Million Net Loss in First Quarter MMRGLOBAL INC: Investors Can Access Info Thru Twitter, Facebook MPG OFFICE: To Be Acquired by Brookfield for $3.15 Apiece NAKNEK ELECTRIC: Court Confirms Reorganization Plan NATIVE WHOLESALE: May 20 Hearing on Trustee's Case Conversion Plea NEOGENIX ONCOLOGY: Plan Confirmation Hearing Tomorrow NORSE ENERGY: Has $3.8 Million Final Loan Approval NUVILEX INC: Clarifies that It's Not a Shell Company NYTEX ENERGY: To Buy Back 2.7 Million Common Shares OLD SECOND: Reports $5.5 Million Net Income in First Quarter ORCHARD BRANDS: S&P Assigns 'B' CCR; Outlook Stable ORCHARD SUPPLY: Amends Waiver Agreement with Term Loan Lenders OSAGE EXPLORATION: P. Hoffman Held 5.3% Stake as of Jan. 22 OVERSEAS SHIPHOLDING: Enters Into Charter Deal with Capital PEACHTREE CASUALTY: A.M. Best Affirms 'B' Finc'l. Strength Rating PEAK RESORTS: Has Until July 27 to File a Chapter 11 Plan PENSON WORLDWIDE: S&P Withdraws 'D' Ratings PHILADELPHIA HOUSING: Returns to Local Control After 2 Years PHOENIX COS: S&P Keeps 'B-' Rating on CreditWatch Negative POSITIVEID CORP: Copy of Certificate of Incorporation POWER BUYER: Moody's Rates 'B2' Rating to $495-Mil. Debt Facility POWERWAVE TECHNOLOGIES: Has OK to Tap DIP Loans/Cash Collateral POWERWAVE TECHNOLOGIES: Hires Hilco as Receivables Servicer POWERWAVE TECHNOLOGIES: Houlihan Lokey Replaces Sandler as Banker POWERWAVE TECHNOLOGIES: Rejects Steven Global Logistics Agreement RADIOSHACK CORP: Amends First Quarter Form 10-Q RANCHER ENERGY: Evaluating Opportunities for Expansion READER'S DIGEST: Enters Into European Licensing Deals with Tarsago REALOGY CORP: Issues $500 Million Senior Notes REGIONS FINANCIAL: Moody's Assigns Shelf Ratings to Three Trusts RENT-A-CENTER INC: New $250MM Senior Notes Get Moody's Ba3 Rating RENT-A-CENTER INC: S&P Cuts CCR to 'BB' & Rates $250MM Notes 'BB-' RESIDENTIAL CAPITAL: Wants Plan Exclusivity Until July 10 RESIDENTIAL CAPITAL: May 14 Hearing on AFI Cash Collateral RESIDENTIAL CAPITAL: Wilmington Seeks to Pursue HoldCo Claims REVOLUTION DAIRY: Associates and Erkelens OK'd as Appraisers ROTECH HEALTHCARE: Official Equity Committee Appointed SBM CERTIFICATE: Case Summary & 20 Largest Unsecured Creditors SEDONA DEVELOPMENT: Court Confirms Plan of Reorganization SEMINOLE HARD: Moody's Raises Corp. Family Rating to 'B1' SHAMROCK-HOSTMARK: Has Interim Access to Cash Until May 31 SHAMROCK-HOSTMARK: May 8 Hearing on Ch. 11 Trustee Appointment SHAMROCK-HOSTMARK: May 30 Hearing on Adequacy of Plan Outline SNOKIST GROWERS: Unsecureds to Receive 20% Initial Distribution SPIN HOLDCO: S&P Assigns 'B' CCR & Rates $845MM Facilities 'B+' STEREOTAXIS INC: Martin Stammer Named Chief Financial Officer STOCKTON, CA: U.S. Trustee Appoints Retirees' Committee STRATA TITLE: Buyout of Santerra Stake Subject to Automatic Stay STRATUS MEDIA: Amends Annual and Quarterly Reports STRIKE MINERALS: Enters Into Forbearance & Standstill Agreement SUPERCOM LTD: Reports $4.8 Million Net Income in 2012 SUPERMEDIA INC: Completes Dex One Merger, Exits Chapter 11 SURGICAL CARE: Moody's Rates Proposed $291MM Debt Add-On 'B1' SYNAGRO TECHNOLOGIES: Proposes $2.1-Mil. Senior Executive Bonuses SYNAGRO TECHNOLOGIES: Sets May 13 Bid Procedures Hearing SYNAGRO TECHNOLOGIES: S&P Reinstates 'CCC-' Rating on $100MM Loan SYNAGRO TECHNOLOGIES: S&P Lowers Corporate Credit Rating to 'D' T-MOBILE USA: S&P Assigns 'BB' Rating to $11.2BB Unsecured Notes T3 MOTION: Electric Police-Vehicle Maker Running Out of Cash THERMOENERGY CORP: Dileep Agnihotri Resigns as Director TOMSTEN INC: In Chapter 11; Creditors' Meeting May 30 TRICORBRAUN INC: S&P Assigns 'B+' Rating to $75MM Credit Facility TRITON CONTAINER: S&P Assigns 'BB+' Corporate Credit Rating TRUCEPT INC: Appeals Issuance of One-Time Bank Levy by the IRS TWIN RIVER: Amended Refinancing Terms No Impact on B1 CFR UNI-PIXEL INC: Shareholders Elect Seven Directors UNIQUE BROADBAND: Still Under CCAA, Reports Q2 Results UNIV. OF NORTH CAROLINA: S&P Removes 'BB' Rating from Watch Neg. USA UNITED FLEET: Court Rules on Insurance Tax Liability Dispute USG CORP: Reports $2 Million Net Income in First Quarter USHEALTH GROUP: A.M. Best Affirms 'B-' Financial Strength Rating UTSTARCOM INC: Incurs $35.6 Million Net Loss in 2012 VHGI HOLDINGS: Unit Has $65MM Credit Pact with Ariana Turquoise VIASYSTEMS GROUP: S&P Revises Outlook to Neg. & Affirms 'BB-' CCR VTE PHILADELPHIA: Creditor Seeks Dismissal of Ch. 11 Case WARNER MUSIC: Amends 2012 Credit Agreement with Credit Suisse WEST CORP: Reports $3 Million Net Income in First Quarter WEST PENN: Fitch Places 'C' Bonds Rating on Rating Watch Evolving WESTINGHOUSE SOLAR: Amends 2012 Annual Report WIZARD WORLD: Enters Into Lease with Bristol Capital WOODCREST COUNTRY CLUB: Sets May 24 Plan Confirmation Hearing XZERES CORP: Hires Consultant and Advisor for Possible Sale YARWAY CORP: Wins Approval for Logan as Claims Agent YARWAY CORP: List of Creditors Holding Non-Asbestos Claims YARWAY CORP: Proposes James Patton as Future Claimants' Rep * Fitch Says Home Equity Credit Quality Likely to Worsen in 2014 * Circuit Panel Divides on Employment Claim Ownership * Cramdown Approved, Mobile Home Not Considered Real Estate * No Homestead Exemption Without Equity in Property * GASB Publishes Statement for Nonexchange Financial Guarantees * Rating Cuts Continue for Public Finance Sector in 1st Quarter * More Companies Feeling Stress of Slow Economy, April CMI Shows * Two Bank Failures Bring Total in 2013 to Ten * Deloitte Unveils Poll Data on Executive Management in Turnaround * Keith Phillips to Succeed Tice as Judge in Richmond * Theodore Laufik Joins Resilience Capital as CFO * Upcoming Meetings, Conferences and Seminars ********* 22ND CENTURY: Amends 6.2 Million Shares Resale Prospectus --------------------------------------------------------- 22nd Century Group, Inc., has amended its Form S-1 relating to the resale at various times by Sabby Volatility Warrant Master Fund, Ltd., and Sabby Healthcare Volatility Master Fund, Ltd., of up to 6,250,000 shares of common stock, par value $0.00001 per share, issuable (i) upon conversion of the Company's Series A-1 Preferred Stock and (ii) upon the exercise of Series B Warrants. These shares were privately issued to the selling stockholders in connection with a private placement transaction. The Company will not receive any proceeds from the sale of common stock by the selling stockholders, but the Company will receive funds from the exercise of the Series B Warrants, if exercised. The Company's common stock is traded on the OTC Bulletin Board under the symbol "XXII.OB". On March 15, 2013, the closing sale price of the Company's common stock was $0.99 per share. A copy of the Amended Prospectus is available for free at: http://is.gd/jo2Jdj About 22nd Century Clarence, New York-based 22nd Century Group, Inc., through its wholly-owned subsidiary, 22nd Century Ltd, is a plant biotechnology company using technology that allows for the level of nicotine and other nicotinic alkaloids (e.g., nornicotine, anatabine and anabasine) in tobacco plants to be decreased or increased through genetic engineering and plant breeding. 22nd Century incurred a net loss of $6.73 million in 2012, as compared with a net loss of $1.34 million in 2011. The Company's balance sheet at Dec. 31, 2012, showed $2.64 million in total assets, $8.77 million in total liabilities, and a $6.13 million total shareholders' deficit. Freed Maxick CPAs, P.C., in Buffalo, New York, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2012. The independent auditors noted that 22nd Century has suffered recurring losses from operations and as of Dec. 31, 2012, has negative working capital of $3.3 million and a shareholders' deficit of $6.1 million. Additional capital will be required during 2013 in order to satisfy existing current obligations and finance working capital needs as well as additional losses from operations that are expected in 2013. 250 AZ: Can Hire David Knapper for Hearing on Stay Relief --------------------------------------------------------- The U.S. Bankruptcy Court for the District of Arizona early this month entered an order authorizing 250 AZ, LLC to employ the Law Offices of David L. Knapper to conduct a hearing on a motion to lift stay where Breen, Olson & Trenton, LLP, counsel for the Debtor, will be a witness at the hearing. Mr. Knapper will be charging the Debtor for his time at the rate of $250 per hour. Mr. Knapper has requested an initial retainer of $5,000 to commence with the action. The estimate for total services rendered is not more than $7,500. To the best of the Debtor's knowledge, Knapper Law has no connection with any of the parties in interest or their respective attorneys in this proceeding. About 250 AZ, LLC 250 AZ, LLC, filed a Chapter 11 petition (Bankr. D. Ariz. Case No. 13-00851) in Tucson, Arizona, on Jan. 22, 2013. In its schedules, the Debtor disclosed $25 million in assets and $70.8 million in liabilities. 250 AZ owns an 84.70818% tenant in common interest in a 29-story office building located at 250 East Fifth Street, in Cincinnati, Ohio. Breen Olson & Trenton, LLP, serves as counsel to the Debtor. The U.S. Trustee advised the Court that an official committee of unsecured creditors has not been appointed because an insufficient number of persons holding unsecured claims against the company have expressed interest in serving on a committee. 710 LONG RIDGE: NLRB, Unions Hit Bankruptcy Court Ruling -------------------------------------------------------- Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that the outcome of the appeal by Five Connecticut nursing homes managed by HealthBridge Management LLC will show whether bankruptcy is a viable strategy for a company to sidestep unfavorable labor law rulings by the National Labor Relations Board or federal district courts. The report recounts that after the union contract expired by its terms before bankruptcy, the nursing homes declared there was an impasse in negotiations and unilaterally imposed new terms of employment. The New England Health Care Employees Union, District 1199, went on strike and sued. The NLRB ruled there was no impasse and consequently directed the homes to reinstate higher wages and benefits under an expired union contract. The nursing homes unsuccessfully appealed to a federal district judge in Connecticut who declined to bar the NLRB from implementing its decision. Losing in district court, the homes couldn't persuade the U.S. Court of Appeals in Manhattan to intercede and allow payment of lower wages or benefits. Defeated in higher federal courts, the facilities filed for Chapter 11 protection in Newark, New Jersey, in late February. The nursing homes, the report discloses, explained to the bankruptcy court how the union contract was causing unsustainable losses of $1.3 million a month. In early March, U.S. Bankruptcy Judge Donald Steckroth allowed the facilities to reduce wages and benefits temporarily. According to the report, appealing to a federal district judge in New Jersey, the union and the NLRB argue that a bankruptcy court has no right in substance to act as an appellate court and set aside a ruling by a federal district court. They say the ability to reverse the ruling of the Connecticut district court is lodged solely in federal appellate courts. Because the contract had expired, they take the position that the NLRB has sole jurisdiction to decide the terms on which workers can be employed until there is an impasse in negotiations. Judge Steckroth "did the exact right thing," according to Michael Sirota, a lawyer with Cole Schotz Meisel Forman & Leonard PA in New York, attorneys for the nursing homes. The judge "applied the unrefuted facts," Mr. Sirota said. Mr. Rochelle notes that it isn't entirely clear whether the rulings by the bankruptcy court are so-called final rulings where there is a right to appeal. Just in case, the union and the NLRB are asking the New Jersey district court for permission to appeal. 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. An Official Committee of Unsecured Creditors has been appointed in the case. Kevin P. Lombardo also has been named patient care ombudsman for the Debtors. ADAMS PRODUCE: Wins Confirmation of Liquidating Plan ---------------------------------------------------- Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that the U.S. Bankruptcy Court in Birmingham, Alabama, signed a confirmation order approving a liquidating plan for what's left of Adams Produce Company LLC. According to the report, the Plan in substance distributes assets in the order of priority laid out in bankruptcy law. There is no estimate for how much unsecured creditors will receive on about $25 million in claims. About Adams Produce Adams Produce Company, LLC, filed a Chapter 11 petition (Bankr. N.D. Ala. Case No. 12-02036) on April 27, 2012, in its home-town in Birmingham, Alabama. Privately held Adams Produce was a distributor of fresh fruits and vegetables to restaurants, government and hospitality establishments across the Southeastern United States. Adams Produce disclosed $19,545,473 in assets and $41,569,039 and liabilities as of the Chapter 11 filing. A debtor-affiliate, Adams Clinton Business Park, LLC, estimated up to $10 million in assets and liabilities. The Debtors owe PNC Bank, National Association, $750,000 under a term loan, $1.35 million under a real estate loan, and $3.4 million under a revolver. The Debtors are also indebted $2 million under promissory notes. Adams owes $4.4 million in accounts payable to trade and other creditors, and $10.2 million to agricultural commodity suppliers. The Debtors tapped Burr & Forman as attorneys; CRG Partners Group LLC as financial advisor; and CRG's Thomas S. O'Donoghue, Jr. as chief restructuring officer; and Donlin Recano & Company Inc. as the claims and notice agent. Brian R. Walding, Esq., at Walding LLC, in Birmingham, Alabama, represents the Ad Hoc Committee of Non-Insider Employees as counsel. Adams Produce halted operations after filing for bankruptcy. It sold off the perishable inventory with court approval to former company managers for about half cost. ADVANCED MEDICAL: Sells 2.8 Million Common Shares to Brookline -------------------------------------------------------------- Advanced Medical Isotope Corporation sold and issued 2,857,142 shares of the Company's common stock at $0.105 per share to Brookline Special Situations Fund pursuant to the terms of a Stock Purchase Agreement. The Agreement contains customary representations, warranties and agreements by the Company. The Investor also received warrants, exercisable until Oct. 18, 2015, to purchase up to 7,142,855 shares of the Company's common stock at $0.15 per share in cash. In connection with this offering, the Company entered into a Registration Rights Agreement and agreed to file a Form S-1 within 60 days of the Closing Date to register the Common Stock issued to the Investor, the shares of Common Stock issuable upon exercise of the Warrants, and the Common Stock issued to the placement agent, as well as the common stock and common stock underlying warrants issued in the offering that was completed on March 1, 2013, that was previously reported on a Form 8-K. At the closing, the Company received gross proceeds of $300,000 and net proceeds of $270,000 after brokerage commissions. The Company also issued 285,714 warrants as part of the payment to the placement agent. The proceeds from the sale of the securities shall be used for working capital purposes. The securities offered and described above have not been registered under the Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. The issuance of the securities in the transaction will be effected without registration under the Securities Act in reliance on Section 4(2) thereof or Rule 506 of Regulation D thereunder based on the status of the Investor as an accredited investor as defined under the Securities Act, and such transaction will be effected without using any form of general advertising or general solicitation as those terms are used in Regulation D. 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. HJ & Associates, LLC, in Salt Lake City, Utah, expressed substantial doubt about Advanced Medical's ability to continue as a going concern following the annual results for the year ended Dec. 31, 2012. 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. AEMETIS INC: Issues 1.8 Million Common Shares to Satisfy Debts -------------------------------------------------------------- Aemetis International, Inc., entered into an Agreement for Satisfaction of Note by Share and Note Issuance with Laird Q. Cagan for himself and as agent for other holders of interests in Borrowers Revolving Line of Credit Agreement dated Aug. 17, 2009, amended Oct. 15, 2012. Pursuant to the Satisfaction Agreement, the Company issued to the Holders an aggregate of 1,826,547 shares of common stock in payment for $991,946 of interest and fees outstanding under the Credit Agreement, collection of a deposit in the amount of $170,000 and the issuance of new Notes in the aggregate amount of $560,612 in payment of the remaining principal, interest and fees. As of April 18, 2013, all obligations of both parties pursuant to the Credit Agreement have been met and fully discharged. The issuance of these shares was made in reliance on Rule 506 of Regulation D, as promulgated by the Securities and Exchange Commission under the Securities Act. The Holders have each represented that they are "accredited investors" as defined in the Securities Act of 1933 and are acquiring the Shares for investment only and not with a view towards, or for resale in connection with, the public sale or distribution thereof. A copy of the Agreement for Satisfaction is available at: http://is.gd/XisQoO Cupertino, Calif.-based Aemetis, Inc., is an international renewable fuels and specialty chemical company focused on the production of advanced fuels and chemicals and the acquisition, development and commercialization of innovative technologies that replace traditional petroleum-based products and convert first- generation ethanol and biodiesel plants into advanced biorefineries. McGladrey LLP, in Des Moines, Iowa, expressed substantial doubt about Aemetis, Inc.'s ability to continue as a going concern following the annual results for the year ended Dec. 31, 2012. The independent auditors noted that the Company has suffered recurring losses from operations and its cash flows from operations are not sufficient to cover debt service requirements. The Company reported a net loss of $4.3 million on $189.0 million of revenues in 2012, compared with a net loss of $18.3 million on $141.9 million of revenues in 2011. The Company's balance sheet at Dec. 31, 2012, showed $96.9 million in total assets, $93.4 million in total liabilities, and stockholders' equity of $3.5 million. AFFIRMATIVE INSURANCE: A.M. Best Cuts Credit Rating to 'cc' ----------------------------------------------------------- A.M. Best Co. has downgraded the financial strength rating to C- (Weak) from C (Weak) and the issuer credit ratings (ICR) to "cc" from "ccc" of Affirmative Insurance Company (Affirmative) (Burr Ridge, IL) and its wholly owned subsidiary, USAgencies Casualty Insurance Company, Inc. (Baton Rouge, LA). In addition, A.M. Best has affirmed the ICR of "c" of the publicly traded parent, Affirmative Insurance Holdings, Inc. (headquartered in Addison, TX) [NASDAQ: AFFM]. The outlook for all ratings is negative. Concurrently, A.M. Best has withdrawn the ratings as the parent has requested to no longer participate in A.M. Best's interactive rating process. These rating actions are a result of the organization's continued loss of policyholders' surplus, weakened risk-adjusted capitalization, unfavorable operating performance and solvency issues due to failure to meet financial debt covenants and regulatory reserve funding requirements. In addition, there are serious concerns regarding the parent's ability to repay senior debt due January 30, 2014. AGFEED INDUSTRIES: Forbearance Ends July, May File for Bankruptcy ----------------------------------------------------------------- AgFeed USA, LLC, a wholly owned subsidiary of AgFeed Industries, Inc., and certain of its subsidiaries entered into a forbearance agreement with Farm Credit Services of America, FLCA, and Farm Credit Services of America, PCA. In the Forbearance Agreement, Farm Credit agreed that it will extend the period during which it will take no action to enforce its default remedies under the 2006 Credit Agreement and related security and other agreements until the earlier of (1) violation of the Forbearance Agreement and (2) July 1, 2013. The Forbearance Agreement further provides that advances of cash that the Borrowers make to the Company may not exceed (1) $967,788 during the Forbearance Period or (2) $365,000 during any calendar month during the Forbearance Period. AgFeed USA has committed to complete by July 1, 2013, a transaction that will result in the satisfaction in full of Farm Credit's claims. As required under the Forbearance Agreement and to facilitate this process, the Company approved an amendment to the AgFeed USA, LLC, limited liability company agreement to provide for and appoint a board of managers of AgFeed USA, LLC, and that board of managers appointed a Chief Restructuring Officer of AgFeed USA, LLC. AgFeed USA, LLC, has engaged BDA Advisors Inc. as its financial advisors with respect to the Transaction process. In addition to pursuing a Transaction, the Company, with the assistance of its financial adviser, Business Development Asia LLC, is actively pursuing sales of its Chinese subsidiaries and assets, an investment of capital and bridge financing to provide the Company with additional liquidity. Also on April 18, 2013, the Company entered into a Guaranty of the obligations of the Borrowers under the Credit Agreement. The Company's obligations under the Guaranty will not exceed the sum of $1,406,250, which represents cash amounts previously advanced from the Borrowers to the Company, plus the aggregate amount of advances to the Company during the Forbearance Period. The Company is a holding company and conducts all of its business through its operating subsidiaries. It relies on cash distributions, advances and disbursements paid by its direct or indirect subsidiaries for its cash needs, including to pay its operating expenses. After the Forbearance Period, when a Transaction is complete, it is likely that the Company will have no subsidiaries that continue to operate in the United States from which the Company could receive continued funding. Distributions and other cash payments from the Company's Chinese subsidiaries to the Company are subject to several significant limitations and are not sufficient to fund the expenses of the Company. For these reasons and the impact to liquidity of having paid the previously announced adverse arbitration decision and award against AgFeed USA in favor of Hormel, the Company has only a de minimis amount of cash and no immediately available sources of liquidity, other than the limited advances permitted under the Forbearance Agreement during the Forbearance Period. "If the Company cannot secure a source of adequate liquidity, then the Company would need to further curtail its operations and may seek relief under the United States Bankruptcy Code or under applicable state receivership law," according to the Company's regulatory filing. Major Customer Matters AgFeed USA, LLC, and certain of its subsidiaries sell hogs to Hormel Foods Corporation and its subsidiaries under supply agreements. Sales of hogs to Hormel under the Supply Agreements account for substantially all of AgFeed USA's revenues and a majority of the Company's revenues. On April 18, 2013, AgFeed USA entered into a settlement with Hormel. Under the terms of the Settlement, Hormel agreed to dismiss its previously disclosed pending arbitration proceeding and AgFeed USA and Hormel will wind down and terminate their commercial relationship by Dec. 31, 2013. Hog Procurement Agreements In connection with the Settlement, on April 18, 2013, certain of AgFeed USA, LLC's wholly owned subsidiaries entered into new Supply Agreements to replace certain existing Supply Agreements with Hormel and change the pricing under the Supply Agreements to a cost-plus basis. Also in connection with the Settlement, on April 18, 2013, certain of AgFeed USA, LLC's wholly owned subsidiaries entered into amendments to existing Supply Agreements with Hormel providing that Hormel will cease supplying weanling pigs to AgFeed USA after June 30, 2013. A copy of the Form 8-K is available for free at: http://is.gd/M1VyRi About Agfeed Industries NASDAQ Global Market Listed AgFeed Industries is an international agribusiness with operations in the U.S. and China. AgFeed has two business lines: animal nutrition in premix, concentrates and complete feeds and hog production. In the U.S., AgFeed's hog production unit, M2P2, is a market leader in setting new standards for production efficiency and productivity. AgFeed believes the transfer of these processes, procedures and techniques will allow its new Western-style Chinese hog production units to set new standards for production in China. China is the world's largest pork market consuming 50% of global production and over 62% of total protein consumed in China is pork. Hog production in China currently enjoys income tax free status. ALLIED IRISH: To Issue Bonus Shares to NPRFC -------------------------------------------- Allied Irish Banks, p.l.c., announced that the annual cash dividend of EUR280 million on the EUR3.5 billion 2009 Non Cumulative Preference Shares held by the National Pensions Reserve Fund Commission (NPRFC), on behalf of the Irish State, due May 13, 2013, will not be paid. As a result AIB becomes obliged to issue and allot ordinary shares to the NPRFC in accordance with AIB's Articles of Association. The number of Bonus Shares to be issued will be calculated by dividing the unpaid dividend amount on the 2009 Preference Shares by the average price on an ordinary share over the period of 30 days trading immediately preceding the annual dividend date. The final amount of Bonus Issue of ordinary shares will therefore be announced in due course. The Irish State, through the NPRFC, owns 99.8% of the ordinary shares of AIB. About Allied Irish Banks Allied Irish Banks, p.l.c. -- http://www.aibgroup.com/-- is a major commercial bank based in Ireland. It has an extensive branch network across the country, a head office in Dublin and a capital markets operation based in the International Financial Services Centre in Dublin. AIB also has retail and corporate businesses in the UK, offices in Europe and a subsidiary company in the Isle of Man and Jersey (Channel Islands). Since the onset of the global and Irish financial crisis, AIB's relationship with the Irish Government has changed significantly. As at Dec. 31, 2010, the Government, through the National Pension Reserve Fund Commission ("NPRFC"), held 49.9% of the ordinary shares of the Company (the share of the voting rights at shareholders' general meetings), 10,489,899,564 convertible non- voting ("CNV") shares and 3.5 billion 2009 Preference Shares. On April 8, 2011, the NPRFC converted the total outstanding amount of CNV shares into 10,489,899,564 ordinary shares of AIB, thereby increasing its holding to 92.8% of the ordinary share capital. In addition to its shareholders' interests, the Government's relationship with AIB is reflected through formal and informal oversight by the Minister and the Department of Finance and the Central Bank of Ireland, representation on the Board of Directors (three non-executive directors are Government nominees), participation in NAMA, and otherwise. Allied Irish disclosed a loss of EUR3.64 billion on EUR1.10 billion of net interest income for the year ended Dec. 31, 2012, as compared with a loss of EUR2.29 million on EUR1.35 billion of net interest income in 2011. Allied Irish's consolidated balance sheet at Dec. 31, 2012, showed EUR122.51 billion in total assets, EUR111.27 billion in total liabilities and EUR11.24 billion in total shareholders' equity. ALLSCRIPTS HEALTHCARE: Software Maker Downgraded to BB ------------------------------------------------------ Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that Allscripts Healthcare Solutions Inc., a health-care software provider, was downgraded Monday by Standard & Poor's in view of "weak financial performance, management turnover, and higher debt load to support share repurchases and acquisitions." The corporate rating went down one step to BB, the second-highest junk rating. The Chicago-based company's liquidity is "adequate," S&P said. The stock rose 4 cents April 29 to $13.83 in Nasdaq Stock Market trading. The high for the stock in the last three years was $22.71 on April 5, 2011. The low in the period was $8.99 on July 26. ALLY FINANCIAL: 11 Directors Elected at Annual Meeting ------------------------------------------------------ In connection with its annual meeting on April 25, 2013, Ally Financial Inc. announced several governance changes. The U.S. Treasury Department appointed Mathew Pendo to Ally's Board of Directors, replacing Kim S. Fennebresque who was previously appointed by the Treasury. John J. Stack, who had previously served on both the Board of Directors of Ally and Ally Bank, has determined not to stand for re-election to the Ally Board in order to focus on Ally Bank matters. Mr. Fennebresque was asked by the Board to stand for election to the Board of Ally in lieu of Mr. Stack. Mr. Pendo recently served as Chief Investment Officer for Treasury, leaving in March of this year. The following individuals were elected to the Ally Board of Directors at the Annual Meeting: * Robert T. Blakely * Michael A. Carpenter * Mayree C. Clark * John D. Durrett, Jr. * Stephen A. Feinberg * Kim S. Fennebresque * Gerald Greenwald * Franklin W. Hobbs * Marjorie Magner * Henry S. Miller * Mathew Pendo About Ally Financial Ally Financial Inc., formerly GMAC Inc. -- http://www.ally.com/-- is one of the world's largest automotive financial services companies. The company offers a full suite of automotive financing products and services in key markets around the world. Ally's other business units include mortgage operations and commercial finance, and the company's subsidiary, Ally Bank, offers online retail banking products. Ally operates as a bank holding company. GMAC obtained a $17 billion bailout from the U.S. government in exchange for a 56.3% stake. Private equity firm Cerberus Capital Management LP keeps 14.9%, while General Motors Co. owns 6.7%. The Company's balance sheet at Dec. 31, 2012, showed $182.34 billion in total assets, $162.44 billion in total liabilities, and $19.89 billion in total equity. Ally Financial Inc. reported net income of $1.19 billion for the year ended Dec. 31, 2012, as compared with a net loss of $157 million during the prior year. * * * As reported by the TCR on Feb. 27, 2013, Moody's Investors Service confirmed the B1 corporate family and senior unsecured ratings of Ally Financial, Inc. and supported subsidiaries and assigned a positive rating outlook. In February 2012, Fitch Ratings downgraded the long-term Issuer Default Rating (IDR) and the senior unsecured debt rating of Ally Financial and its subsidiaries to 'BB-' from 'BB'. The Rating Outlook is Negative. The downgrade primarily reflects deteriorating operating trends in ResCap, which has continued to be a drag on Ally's consolidated credit profile, as well as exposure to contingent mortgage-related rep and warranty and litigation issues tied to ResCap, which could potentially impact Ally's capital and liquidity levels. In the Feb. 13, 2013, edition of the TCR, Fitch Ratings has maintained the Rating Watch Negative on Ally Financial Inc. including the Long-term IDR 'BB-'. As reported by the Troubled Company Reporter on May 22, 2012, Standard & Poor's Ratings Services revised its outlook on Ally Financial Inc. to positive from stable. At the same time, Standard & Poor's affirmed its ratings, including its 'B+' long- term counterparty credit and 'C' short-term ratings, on Ally. "The outlook revision reflects our view of potentially favorable implications for Ally's credit profile arising from measures the company announced May 14, 2012, designed to resolve issues relating to Residential Capital LLC, Ally's troubled mortgage subsidiary," said Standard & Poor's credit analyst Tom Connell. In the May 28, 2012 edition of the TCR, DBRS, Inc., has placed the ratings of Ally and certain related subsidiaries, including its Issuer and Long-Term Debt rating of BB (low), Under Review Developing. This rating action follows the decision by Ally's wholly owned mortgage subsidiary, Residential Capital to file a pre-packaged bankruptcy plan under Chapter 11 of the U.S. Bankruptcy Code. ALLY FINANCIAL: Copy of Presentation to Shareholders ---------------------------------------------------- Ally Financial Inc. furnished a presentation to shareholders on April 24, 2013. The presentation discussed about, among other things, the Company's 2012 key accomplishments, international sale update, mortgage update and financial results. A copy of the presentation is available for free at http://is.gd/2q5WTk About Ally Financial Ally Financial Inc., formerly GMAC Inc. -- http://www.ally.com/-- is one of the world's largest automotive financial services companies. The company offers a full suite of automotive financing products and services in key markets around the world. Ally's other business units include mortgage operations and commercial finance, and the company's subsidiary, Ally Bank, offers online retail banking products. Ally operates as a bank holding company. GMAC obtained a $17 billion bailout from the U.S. government in exchange for a 56.3% stake. Private equity firm Cerberus Capital Management LP keeps 14.9%, while General Motors Co. owns 6.7%. The Company's balance sheet at Dec. 31, 2012, showed $182.34 billion in total assets, $162.44 billion in total liabilities, and $19.89 billion in total equity. Ally Financial Inc. reported net income of $1.19 billion for the year ended Dec. 31, 2012, as compared with a net loss of $157 million during the prior year. * * * As reported by the TCR on Feb. 27, 2013, Moody's Investors Service confirmed the B1 corporate family and senior unsecured ratings of Ally Financial, Inc. and supported subsidiaries and assigned a positive rating outlook. In February 2012, Fitch Ratings downgraded the long-term Issuer Default Rating (IDR) and the senior unsecured debt rating of Ally Financial and its subsidiaries to 'BB-' from 'BB'. The Rating Outlook is Negative. The downgrade primarily reflects deteriorating operating trends in ResCap, which has continued to be a drag on Ally's consolidated credit profile, as well as exposure to contingent mortgage-related rep and warranty and litigation issues tied to ResCap, which could potentially impact Ally's capital and liquidity levels. In the Feb. 13, 2013, edition of the TCR, Fitch Ratings has maintained the Rating Watch Negative on Ally Financial Inc. including the Long-term IDR 'BB-'. As reported by the Troubled Company Reporter on May 22, 2012, Standard & Poor's Ratings Services revised its outlook on Ally Financial Inc. to positive from stable. At the same time, Standard & Poor's affirmed its ratings, including its 'B+' long- term counterparty credit and 'C' short-term ratings, on Ally. "The outlook revision reflects our view of potentially favorable implications for Ally's credit profile arising from measures the company announced May 14, 2012, designed to resolve issues relating to Residential Capital LLC, Ally's troubled mortgage subsidiary," said Standard & Poor's credit analyst Tom Connell. In the May 28, 2012 edition of the TCR, DBRS, Inc., has placed the ratings of Ally and certain related subsidiaries, including its Issuer and Long-Term Debt rating of BB (low), Under Review Developing. This rating action follows the decision by Ally's wholly owned mortgage subsidiary, Residential Capital to file a pre-packaged bankruptcy plan under Chapter 11 of the U.S. Bankruptcy Code. AMBAC FINANCIAL: Expects to Exit Bankruptcy with IRS Deal --------------------------------------------------------- Ambac Financial Group, Inc. on April 29 disclosed that the United States Bankruptcy Court for the Southern District of New York approved a settlement with the United States of America that brings resolution to claims filed against Ambac by the Internal Revenue Service and related litigation. Additionally, the Bankruptcy Court approved Ambac's entry into an amendment to the existing tax sharing agreement with Ambac Assurance Corporation as well as certain modifications to Ambac's Fifth Amended Plan of Reorganization. Ambac was scheduled to execute a closing agreement with the IRS on April 30, 2013, concurrent with its payment of $1.9 million, and the Segregated Account of Ambac Assurance Corporation's payment of $100 million, to the United States. Ambac expects to fulfill the remaining conditions to the effectiveness of the Plan on or before May 1, 2013. Pursuant to the Plan, Ambac will distribute 45,000,000 new common shares and 5,047,138 new warrants to holders of allowed claims, in full and final satisfaction of such claims, on the Effective Date. In addition, all existing common stock of the company will be cancelled on the Effective Date and the holders of such stock will not receive any distributions under the Plan. Ambac has received approval from the NASDAQ OMX Group to list the New Common and New Warrants on the NASDAQ Global Select Market, as of the Effective Date, under the ticker symbols AMBC and AMBCW, respectively. About Ambac On November 8, 2010, Ambac Financial Group, Inc. filed for a voluntary petition for relief under Chapter 11 of the United States Bankruptcy Code. The Bankruptcy Court entered an order confirming Ambac's plan of reorganization on March 14, 2012. Until the plan of reorganization is consummated and Ambac emerges from bankruptcy, it will continue to operate in the ordinary course of business as "debtor-in-possession" in accordance with the applicable provisions of the Bankruptcy Code and the orders of the Bankruptcy Court. Ambac's principal operating subsidiary, Ambac Assurance Corporation, is a guarantor of public finance and structured finance obligations. About Ambac Financial Ambac Financial Group, Inc., headquartered in New York City, is a holding company whose affiliates provided financial guarantees and financial services to clients in both the public and private sectors around the world. Ambac Financial filed a voluntary petition for relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Case No. 10-15973) in Manhattan on Nov. 8, 2010. Ambac's bond insurance unit, Ambac Assurance Corp., is being restructured by state regulators in Wisconsin. AAC is domiciled in Wisconsin and regulated by the Office of the Commissioner of Insurance of the State of Wisconsin. The parent company is not regulated by the OCI. Bank of New York Mellon Corp., as trustee to seven different types of notes, is listed as the largest unsecured creditor, with claims totaling about US$1.62 billion. The Blackstone Group LP is the Debtor's financial advisor. Kurtzman Carson Consultants LLC is the claims and notice agent. KPMG LLP is tax consultant to the Debtor. Anthony Princi, Esq., Gary S. Lee, Esq., and Brett H. Miller, Esq., at Morrison & Foerster LLP, in New York, serve as counsel to the Official Committee of Unsecured Creditors. Lazard Freres & Co. LLC is the Committee's financial advisor. Bankruptcy Judge Shelley C. Chapman entered an order confirming the Fifth Amended Plan of Reorganization of Ambac Financial Group, Inc. on March 14, 2012. The Plan provides for the full payment of secured claims and 8.5% to 13.2% recovery for general unsecured claims. Bankruptcy Creditors' Service, Inc., publishes AMBAC BANKRUPTCY NEWS. The newsletter tracks the Chapter 11 proceeding undertaken by Ambac Financial Group and the restructuring proceedings of Ambac Assurance Corp. (http://bankrupt.com/newsstand/or 215/945- 7000). AMBAC FINANCIAL: Lemonides Won't Sit as Director ------------------------------------------------ Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that Charles Lemonides, selected by the creditors' committee to serve on the board of reorganized Ambac Financial Group Inc., won't be a director after all, as part of a settlement with the committee. The report recounts that in March Ambac filed papers with the U.S. Bankruptcy Court in New York saying that Mr. Lemonides, portfolio manager of Valueworks LLC, was urging Chief Financial Officer David Trick to select one of Mr. Lemonides' friends to serve as Ambac's chief investment officer. Mr. Lemonides was to be one of the initial board members the committee is entitled to name under Ambac's reorganization plan scheduled for implementation soon. When Mr. Trick told Mr. Lemonides that the friend didn't seem qualified, Mr. Lemonides told Mr. Trick that his compensation would be affected by whether or not the friend became the CIO, according to company court filing. Ambac followed up with a motion to preclude Mr. Lemonides from serving on the board. There was a hearing in bankruptcy court on April 18. According to the report, last week Ambac and Mr. Lemonides settled their dispute, which the bankruptcy judge approved on April 25. Mr. Lemonides said in an interview that he won't be on the board. The committee hasn't selected a replacement as yet, he said. Other terms of the settlement are unknown because the entire document is under seal. Mr. Lemonides said the Ambac reorganization was a "tremendous success." He said he's "confident in remaining leadership the committee has put in place." About Ambac Financial Ambac Financial Group, Inc., headquartered in New York City, is a holding company whose affiliates provided financial guarantees and financial services to clients in both the public and private sectors around the world. Ambac Financial filed a voluntary petition for relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Case No. 10-15973) in Manhattan on Nov. 8, 2010. Ambac's bond insurance unit, Ambac Assurance Corp., is being restructured by state regulators in Wisconsin. AAC is domiciled in Wisconsin and regulated by the Office of the Commissioner of Insurance of the State of Wisconsin. The parent company is not regulated by the OCI. Bank of New York Mellon Corp., as trustee to seven different types of notes, is listed as the largest unsecured creditor, with claims totaling about US$1.62 billion. The Blackstone Group LP is the Debtor's financial advisor. Kurtzman Carson Consultants LLC is the claims and notice agent. KPMG LLP is tax consultant to the Debtor. Anthony Princi, Esq., Gary S. Lee, Esq., and Brett H. Miller, Esq., at Morrison & Foerster LLP, in New York, serve as counsel to the Official Committee of Unsecured Creditors. Lazard Freres & Co. LLC is the Committee's financial advisor. Bankruptcy Judge Shelley C. Chapman entered an order confirming the Fifth Amended Plan of Reorganization of Ambac Financial Group, Inc. on March 14, 2012. The Plan provides for the full payment of secured claims and 8.5% to 13.2% recovery for general unsecured claims. Claims from the Internal Revenue Service prevented the company from implementing the plan and emerging from bankruptcy. Ambac said emergence from bankruptcy will occur "shortly after" the IRS settlement is completed. Bankruptcy Creditors' Service, Inc., publishes AMBAC BANKRUPTCY NEWS. The newsletter tracks the Chapter 11 proceeding undertaken by Ambac Financial Group and the restructuring proceedings of Ambac Assurance Corp. (http://bankrupt.com/newsstand/or 215/945- 7000). AMERICAN AIRLINES: Disclosure Statement Hearing Moved to June 4 --------------------------------------------------------------- Judge Sean Lane of the U.S. Bankruptcy Court for the Southern District of New York moved the hearing to consider approval of the disclosure statement explaining the Plan of Reorganization filed by AMR Corp. and its debtor affiliates to June 4, at 11:00 a.m. (Eastern Time). Creditors and other parties have until May 24, at 12:00 noon (Eastern Time), to file objections to the disclosure statement. The bankruptcy court must approve the outline of AMR's Chapter 11 plan of reorganization before the company can solicit votes from creditors. A majority must vote to accept the plan before the court can hold a hearing on the plan. The proposed plan is based on AMR's $11 billion merger with US Airways Group Inc., which was formally approved on April 11 by the bankruptcy court. The plan sets out how much creditors will recover on their claims. Under the plan, unsecured creditors of AMR, Americas Ground Services Inc., PMA Investment Subsidiary Inc. and SC Investment Inc. will recover their claims in full. Unsecured creditors of AMR's subsidiaries, including American Airlines and American Eagle Airlines Inc., will also get 100% recovery on their claims. Shares of common stock of the new company will be distributed to workers, including pilots and flight attendants, at American Airlines. According to the outline, the plan will be implemented and become effective in conjunction with the consummation of the merger. Execs Reveal Plans to Integrate AA, US Airways Executives of American Airlines and US Airways said the carriers are in a planning phase but won't be able to execute any changes until the merger is officially closed. Bev Goulet, American Airlines' senior vice-president, and Robert Isom, US Airways' chief operations officer, said that 29 employee teams are analyzing differences between the two carriers in an array of areas ranging from airport operations to maintenance and pricing. This work will help the carriers plan how to sequence the steps they will take to harmonize their operations, according to a Wall Street Journal article dated April 25. Mr. Isom said the new American Airlines wants to have a few things ready to go the day after the deal closes, which include training workers on the other airlines' policies and having a single crisis plan in place in case of an accident, according to the article. Within six months, the two carriers hope to start moving their planes around. They also want to let passengers earn and redeem miles on the other carrier's frequent-flier plan, harmonize some product offerings and align some passenger processing procedures. By a year after the closing, the two carriers plan to move to one computer system and a single website, combine their operations centers and align employee procedures and manuals. The carriers have to win a single operating certificate from the Federal Aviation Administration so that they can join their workforces, mix and match aircraft, and offer a single passenger experience, according to the Wall Street Journal article. About American Airlines AMR Corp. and its subsidiaries including American Airlines, the third largest airline in the United States, filed for bankruptcy protection (Bankr. S.D.N.Y. Lead Case No. 11-15463) in Manhattan on Nov. 29, 2011, after failing to secure cost-cutting labor agreements. AMR, previously the world's largest airline prior to mergers by other airlines, is the last of the so-called U.S. legacy airlines to seek court protection from creditors. Weil, Gotshal & Manges LLP serves as bankruptcy counsel to the Debtors. Paul Hastings LLP and Debevoise & Plimpton LLP Groom Law Group, Chartered, are on board as special counsel. Rothschild Inc., is the financial advisor. Garden City Group Inc. is the claims and notice agent. Jack Butler, Esq., John Lyons, Esq., Felecia Perlman, Esq., and Jay Goffman, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP serve as counsel to the Official Committee of Unsecured Creditors in AMR's chapter 11 proceedings. Togut, Segal & Segal LLP is the co-counsel for conflicts and other matters; Moelis & Company LLC is the investment banker, and Mesirow Financial Consulting, LLC, is the financial advisor. AMR and US Airways Group, Inc., on Feb. 14, 2013 announced a definitive merger agreement under which the companies will combine to create a premier global carrier, which will have an implied combined equity value of approximately $11 billion. The deal is subject to clearance by U.S. and foreign regulators and by the bankruptcy judge overseeing AMR's bankruptcy case. Bankruptcy Creditors' Service, Inc., publishes AMERICAN AIRLINES BANKRUPTCY NEWS. The newsletter tracks the Chapter 11 proceeding undertaken by AMR Corp. and its affiliates. (http://bankrupt.com/newsstand/or 215/945-7000). AMERICAN AIRLINES: Arranging $3.25-Bil. Bankruptcy Exit Loan ------------------------------------------------------------ AMR Corp., the parent of American Airlines Inc., filed a motion seeking approval from U.S. Bankruptcy Judge Sean Lane to borrow up to $3.25 billion. The financing includes a $2.25 billion term loan that would be available to American Airlines during and after its Chapter 11 case, and another $1 billion revolving loan that would only be available after the airline's emergence from bankruptcy protection. American Airlines can borrow on the term loan for up to six years and the other loan for up to five years. The loans would be secured by its airport slots in the U.S. and South America, and its right to operate direct flights between those countries. The collateral includes slots, gates and routes in Argentina, Bolivia, Brazil, Chile, Colombia, Ecuador, Paraguay, Peru, Uruguay and Venezuela, and any other South American country where American Airlines operates non-stop scheduled air carrier service to the U.S. Major banks that committed to provide the financing include Barclays Bank PLC, Deutsche Bank Trust Co. Americas, JPMorgan Chase Bank N.A. and Morgan Stanley Senior Funding Inc. Each will provide $150 million revolving loan. A copy of the commitment letter and the term sheet is available for free at http://is.gd/eGxFCK A court hearing to consider approval of the proposed financing is scheduled for May 9. Objections are due by May 2. American Airlines increased the capacity of its flights to South America by nearly 9% between 2011 and 2012, and by nearly 46% between 2002 and 2012, Fox Business News reported, citing data from airline consulting firm ICF International. South America has been a key target for the airline's expansion in recent months, particularly Brazil, which is the host country for next year's FIFA World Cup. It has an existing alliance with Latam Airlines Group SA (LFL), Latin America's largest carrier, providing access to domestic markets in Brazil and Chile, according to the Fox Business report. Repayment of Senior Secured Notes In the same filing, AMR also seeks approval to use cash on hand, including proceeds from the $3.25 billion loan, to repay pre-bankruptcy obligations under the 10.5% senior secured notes due in 2012 issued under a 2009 agreement between American Airlines and U.S. Bank Trust N.A. American Airlines owes $523.4 million under the notes as of March 31, 2013. The notes, which matured in October 2012, are secured by collateral that includes aircraft parts and $41.5 million of cash. About American Airlines AMR Corp. and its subsidiaries including American Airlines, the third largest airline in the United States, filed for bankruptcy protection (Bankr. S.D.N.Y. Lead Case No. 11-15463) in Manhattan on Nov. 29, 2011, after failing to secure cost-cutting labor agreements. AMR, previously the world's largest airline prior to mergers by other airlines, is the last of the so-called U.S. legacy airlines to seek court protection from creditors. Weil, Gotshal & Manges LLP serves as bankruptcy counsel to the Debtors. Paul Hastings LLP and Debevoise & Plimpton LLP Groom Law Group, Chartered, are on board as special counsel. Rothschild Inc., is the financial advisor. Garden City Group Inc. is the claims and notice agent. Jack Butler, Esq., John Lyons, Esq., Felecia Perlman, Esq., and Jay Goffman, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP serve as counsel to the Official Committee of Unsecured Creditors in AMR's chapter 11 proceedings. Togut, Segal & Segal LLP is the co-counsel for conflicts and other matters; Moelis & Company LLC is the investment banker, and Mesirow Financial Consulting, LLC, is the financial advisor. AMR and US Airways Group, Inc., on Feb. 14, 2013 announced a definitive merger agreement under which the companies will combine to create a premier global carrier, which will have an implied combined equity value of approximately $11 billion. The deal is subject to clearance by U.S. and foreign regulators and by the bankruptcy judge overseeing AMR's bankruptcy case. Bankruptcy Creditors' Service, Inc., publishes AMERICAN AIRLINES BANKRUPTCY NEWS. The newsletter tracks the Chapter 11 proceeding undertaken by AMR Corp. and its affiliates. (http://bankrupt.com/newsstand/or 215/945-7000). AMERICAN AIRLINES: Seeks Approval of $130MM Aircraft Financing -------------------------------------------------------------- AMR Corp. is seeking approval from the U.S. Bankruptcy Court in Manhattan to obtain as much as $130 million in financing. The loan would be secured by nine Boeing aircraft owned by the company, and four new Boeing aircraft, which are scheduled to be delivered between April and July 2013. AMR will get the funding under a subordinated tranche of enhanced equipment trust certificates to be issued in connection with the American Airlines Pass Through Certificates, Series 2013-1. In court papers, AMR said the funding will allow it to acquire new aircraft, take advantage of low interest rates in the EETC financing market, and increase the company's liquidity. A court hearing is scheduled for May 9. Objections are due by May 2. 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 COMMERCE: Amends 2012 Periodic Reports with SEC -------------------------------------------------------- American Commerce Solutions, Inc., has filed an amendment to its quarterly reports for the periods ended May 31, 2012, Aug. 31, 2012, and Nov. 30, 2012, to amend Item 4(T) Controls and Procedures. Copies of the Amendments are available at: http://is.gd/xN3wJP http://is.gd/Rai6TH http://is.gd/wwGAtD About American Commerce American Commerce Solutions, Inc., headquartered in Bartow, Florida, is primarily a holding company with one wholly owned subsidiary; International Machine and Welding, Inc., is engaged in the machining and fabrication of parts used in heavy industry, and parts sales and service for heavy construction equipment. As reported in the TCR on May 28, 2012, Peter Messineo, CPA, of Palm Harbor, Florida, expressed substantial doubt about American Commerce's ability to continue as a going concern, following its audit of the Company's financial position and results of operations for the fiscal year ended Feb. 29, 2012. The independent auditors noted that the Company has incurred recurring losses from continuing operations, has negative working capital and has used significant cash in support of its operating activities. Additionally, as of Feb. 29, 2012 the Company is in default of several notes payable. The Company's balance sheet at Nov. 30, 2012, showed $4.93 million in total assets, $4.38 million in total liabilities and $556,410 in total stockholders' equity. AMERICAN RESIDENTIAL: S&P Revises Ratings Outlook to Negative ------------------------------------------------------------- Standard & Poor's Ratings Services affirmed its 'B-' corporate credit rating on Memphis-based American Residential Services LLC (ARS), and revised its outlook to negative from stable. In addition, S&P affirmed its issue-level rating on the company's $165 million senior secured second-lien notes due 2015 at 'B-', and S&P's rating on the company's $50 million senior secured holding company notes at 'CCC'. The recovery rating on the second-lien notes is unchanged at '4', indicating S&P's expectation of average (30% to 50%) recovery for noteholders in the event of a payment default. The recovery rating on the holdco notes remains '6', indicating S&P's expectation of negligible (0% to 10%) recovery in the event of a default. The outlook revision reflects the further weakening in ARS' credit measures as a result of poor operating performance for full year 2012, and S&P's expectation that weakness will continue into 2013. The company's leverage has increased and its liquidity continues to be "less than adequate," given its very tight covenant compliance cushion. S&P's ratings on ARS reflect its view that the company's financial risk profile will remain "highly leveraged," which incorporates a very aggressive financial policy, given the company's history of debt-financed shareholder distributions. S&P characterizes ARS' business risk profile as "vulnerable" because of its narrow product focus, the seasonality of its business, and its susceptibility to weather and economic cycles. "The company's operating performance deteriorated as a result of operational and weather-related difficulties in 2012, and its credit measures weakened accordingly," said Standard & Poor's credit analyst Linda Phelps. (ARS is a privately held corporation and does not publicly disclose its financial statements.) Standard & Poor's believes the company's credit measures will remain weak but could improve modestly with the sale of its Arizona business and the recent operational changes. However, S&P could lower its ratings if operating performance does not improve such that covenant compliance cushion increases to the 10% area and EBITDA-to-interest coverage improves the 1.5x area, possibly as a result of a further decline in operating performance. Alternatively, S&P could revise its outlook to stable if the company is able to reduce leverage to the mid-7x area, likely through improved operating performance and modest debt reduction. With modest debt reduction, EBITDA would need to rise about 6% from current levels for this to occur. ANTIOCH COMPANY: Meeting of Creditors on May 20 ----------------------------------------------- There'll be a meeting of creditors of The Antioch Company and its debtor-affiliates on May 20, 2013 at 1:30 p.m. at Mtg Minneapolis - US Courthouse, 300 S 4th St, Room 1017 (10th Floor). 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. The last day to object to discharge of claims is on July 19, 2013. Proofs of claims are due by Aug. 19. About The Antioch Company St. Cloud, Minn.-based scrapbook company The Antioch Company and six affiliates filed for Chapter 11 bankruptcy (Bankr. D. Minn. Case No. 13-41898) in Minneapolis on April 16, 2013. Antioch disclosed $10 million to $50 million in both assets and debts. The affiliates that separate filed for Chapter 11 are Antioch International-Canada LLC, Antioch International LLC, zeBlooms LLC, Antioch Framers Supply LLC, Antioch International-New Zealand LLC, and Creative Memories Puerto Rico, LLC. Founded in 1926, Antioch and its affiliates make up one of the world's preeminent suppliers of scrapbooks, related accessories, and photo solutions for memory preservation through the direct sales channel. The Debtors also go by business names Creative Memories, Antioch, Agenda, Antioch Publishing, Cottage Arts, Frame of Mind and Webway. Antioch has 200 employees and currently has operations through the Debtor companies and foreign subsidiaries in the United States, Canada, Japan, Australia, and New Zealand. In 2012, the Company's net revenue was approximately $93.8 million and it had a net loss of $3.7 million. Antioch previously sought bankruptcy protection in 2008 (Bankr. S.D. Ohio Case No. 08-35741). ANTIOCH COMPANY: May 9 Hearing on Use of Rabbi Trust Funds ---------------------------------------------------------- Bankruptcy Judge Dennis D. O'Brien will convene a hearing May 9, 2013, at 2013 at 2:30 p.m. to consider approval of The Antioch Company's motion for an order directing the trustees of the Debtors' rabbi trust to deliver the Debtors' trust assets to the estates and authorizing the use of such funds in the ordinary course of business. At the May 9 hearing, the Debtors will also seek final approval of their request to pay prepetition claims of up to $680,000 to shippers and warehousemen, $70,000 to customs brokers and up to $1.3 million to critical vendors. The Debtors said that they only included in the list of critical vendors those vendors and supplier that are truly "critical" to the Debtors' immediate business needs. The Debtors have obtained interim approval of the critical vendor motion at the April 18 hearing. Following the April 18 hearing, the bankruptcy judge also approved the Debtors' request to honor certain consultant obligations, pay prepetition wages of employees, enjoin utilities from discontinuing service. As to the bid to use funds from the rabbi trust, certain creditors, namely Karis Bellisario, Meda Branwell, Christy Keyton, Lynelle S Johnson, Madelyn Sturgeon, Donna Baker, conveyed objections to the proposal. "Those of us who have invested decades with this company and been the key builders and leaders deserve to have the funds that were deferred from our checks for retirement years and funds that were invested and matched for the retirement years protected and preserved for their intended use, and have Creative Memories officers and board resolve their current financial issues in some other way than resorting to tapping into these monies," Ms. Bellisario wrote in her letter objection. Rabbi Trust In 1998, the Company established a rabbi trust, a tool companies use to pre-fund deferred compensation obligations. The Debtors' rabbi trust was established to set aside certain assets to use as a funding mechanism to meet the Company's obligations under its deferred compensation plans. The trust currently has assets of $2.0 million. The Debtors note that while the rabbi trust was intended to provide a potential mechanism for payment of the unfunded deferred compensation benefits of participants of the plans, the rights of the participants to the funds in the trust do not exceed those of a general creditor of the Debtors. The Debtors assert that the terms of the rabbi trust provide that the trust assets belong to the Debtors and that, upon insolvency, no creditor (including the participants) has any senior right to the funds. The Debtors aver that all of their creditors will benefit from use of the funds. "Obviously, the Debtors' cash assets are fungible and, therefore, use of the assets during the cases will not only directly satisfy certain creditor claims, but will also increase the ultimate distributions to unsecured creditors dollar for dollar because other assets of the Debtors will not be consumed during the cases," the Debtors' counsel, Douglas W. Kassebaum, Esq., at Fredrikson & Byron, P.A., asserts in court filings. About The Antioch Company St. Cloud, Minn.-based scrapbook company The Antioch Company and six affiliates filed for Chapter 11 bankruptcy (Bankr. D. Minn. Case No. 13-41898) in Minneapolis on April 16, 2013. Antioch disclosed $10 million to $50 million in both assets and debts. The affiliates that separate filed for Chapter 11 are Antioch International-Canada LLC, Antioch International LLC, zeBlooms LLC, Antioch Framers Supply LLC, Antioch International-New Zealand LLC, and Creative Memories Puerto Rico, LLC. Founded in 1926, Antioch and its affiliates make up one of the world's preeminent suppliers of scrapbooks, related accessories, and photo solutions for memory preservation through the direct sales channel. The Debtors also go by business names Creative Memories, Antioch, Agenda, Antioch Publishing, Cottage Arts, Frame of Mind and Webway. Antioch has 200 employees and currently has operations through the Debtor companies and foreign subsidiaries in the United States, Canada, Japan, Australia, and New Zealand. In 2012, the Company's net revenue was approximately $93.8 million and it had a net loss of $3.7 million. Antioch previously sought bankruptcy protection in 2008 (Bankr. S.D. Ohio Case No. 08-35741). ANTIOCH COMPANY: Asks for Approval of Attorneys, CRO ---------------------------------------------------- The Antioch Company and its debtor-affiliates are asking the Bankruptcy Court for approval to employ the law firm of McDonald Hopkins LLC as lead Chapter 11 counsel, the law firm of Fredrikson & Byron, P.A., as local counsel, and Stoneleigh Group Holdings LLC to provide the services of Kevin Willis as chief restructuring officer. The Debtors wish to employ the law firm of McDonald Hopkins LLC, including lawyers in its Business Restructuring Services Department, to represent or to assist the Debtors in carrying out their duties under title 11 of the Bankruptcy Code, and to perform other legal services necessary to the Debtors' continuing operations. The lawyers expected to be primarily involved in the Debtors' cases and their respective hourly rates are: Sean Malloy, Member, $530; Michael Kaczka, Member, $370; Manju Gupta, Associate, $285. The Debtors wish to employ the law firm of Fredrikson & Byron, including lawyers in its bankruptcy group, to, among other things, provide the lead Chapter 11 counsel advice and guidance on compliance with local rules and practices. The firm agreed to charge the Debtors at its customary hourly rates, plus consideration for any risk that there may not be funds available to pay fees, any delay in payment of fees, and other factors, plus reimbursable expenses. The Debtors first contacted Fredrikson six days prior to the bankruptcy filing. The Debtors seek to retain Stoneleigh because, among other things, the turnaround firm has an excellent reputation for providing high quality services to debtors and creditors in bankruptcy reorganizations. The Debtors anticipate that Mr. Willis' efforts as CRO will be supported by John Andrew of Stoneleigh as Restructuring Officer who will have the primary responsibility for the Company's human resources function. Mr. Willis and Mr. Andrew will report to the Debtors' CEO, Chris Veit, and provide various services, including providing overall management and leadership to the Debtors. The Debtors negotiated a "discounted daily rate" of each consultant: (i) a daily rate of $3,250 for the services of Mr. Willis; and (ii) a daily rate of $2,750 for the services of Mr. Andrew. The Debtors believe the each of the firms does not hold or represent any interest adverse to the estate. The Debtors believe that McDonald Hopkins and Fredrikson are "disinterested persons" within the meaning of 11 U.S.C. Sec. 327(a). A hearing is scheduled May 9. About The Antioch Company St. Cloud, Minn.-based scrapbook company The Antioch Company and six affiliates filed for Chapter 11 bankruptcy (Bankr. D. Minn. Case No. 13-41898) in Minneapolis on April 16, 2013. Antioch disclosed $10 million to $50 million in both assets and debts. The affiliates that separate filed for Chapter 11 are Antioch International-Canada LLC, Antioch International LLC, zeBlooms LLC, Antioch Framers Supply LLC, Antioch International-New Zealand LLC, and Creative Memories Puerto Rico, LLC. Founded in 1926, Antioch and its affiliates make up one of the world's preeminent suppliers of scrapbooks, related accessories, and photo solutions for memory preservation through the direct sales channel. The Debtors also go by business names Creative Memories, Antioch, Agenda, Antioch Publishing, Cottage Arts, Frame of Mind and Webway. Antioch has 200 employees and currently has operations through the Debtor companies and foreign subsidiaries in the United States, Canada, Japan, Australia, and New Zealand. In 2012, the Company's net revenue was approximately $93.8 million and it had a net loss of $3.7 million. Antioch previously sought bankruptcy protection in 2008 (Bankr. S.D. Ohio Case No. 08-35741). ARTE SENIOR LIVING: Retirement Community Selling for $31-Mil. ------------------------------------------------------------- Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that the 170-unit Arte Resort retirement community in Scottsdale, Arizona, will be sold for $30 million, under a settlement between the owner and the secured lender owed $37 million. The report notes that the owner had a confirmation hearing on the court's schedule late in April for approval of a Chapter 11 reorganization plan. Were it approved, the lender would have received a new lien equal to the value of the property as determined by the bankruptcy court. Any shortfall would have become an unsecured claim in a separate unsecured class for the lender alone. According to the report, in settlement, the lender SMA Issuer I LLC agreed to take $31 million and release the mortgage. The additional $1 million will come from principals of the community's owner. The buyer is the Reliant Group, which is currently undertaking financial investigations. The sale is to be completed by mid- June. At a hearing April 25 the bankruptcy judge said that he in substance will dismiss the case when the sale is completed. Unsecured claims, small in amount, are to be paid in full outside of the bankruptcy. The sale will be completed without an auction. If the sale isn't completed, the bankruptcy will be reinstated. About Arte Senior Living Arte Senior Living L.L.C. owns and operates an independent and assisted living facility, known generally as the Arte Resort retirement community, located at 11415 North 114th Street, in Scottsdale, Arizona. The Property consists of 128,514 square feet of rentable living space. The Property is managed by Encore Senior Living. Arte Senior Living filed a Chapter 11 petition (Bankr. D. Ariz. Case No. 12-14993) in Phoenix on July 5, 2012. The Debtor estimated assets and liabilities of $10 million to $50 million. Judge George B. Nielsen Jr. oversees the case. John J. Hebert, Esq., at Polsinelli Shughart, P.C., serves as counsel to the Debtor. Syble Oliver appointed as patient care ombudsman. SMA Portfolio Owner L.L.C. is represented by lawyers at Greenberg Traurig, LLP. The Debtor disclosed $52,317,766 in assets and $34,411,296 in liabilities as of the Chapter 11 filing. ATARI INC: Bonuses Prompt Opposition From U.S. Trustee ------------------------------------------------------ Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that Atari Inc. must overcome opposition from the U.S. Trustee at a May 9 hearing for approval of bonus programs for nine executives. According to the report, for the top three executives whom the company concedes are "insiders," they would be collectively paid $72,000 upon repayment of the $5.25 million loan financing the bankruptcy. The U.S. Trustee, the report discloses, said the top executives' bonuses are "primarily retentive" and thus are banned by Congress. The other program, covering the top three and six other executives, has not been shown to be "reasonable," according to the U.S. Trustee. To qualify for the second round of bonuses, the assets must be sold for specified amounts. The U.S. Trustee says the targets aren't sufficiently "challenging." About Atari Atari -- http://www.atari.com-- is a multi-platform, global interactive entertainment and licensing company. Atari owns and/or manages a portfolio of more than 200 games and franchises, including world renowned brands like Asteroids(R), Centipede(R), Missile Command(R), Pong(R), Test Drive(R), Backyard Sports(R), and Rollercoaster Tycoon(R). Atari Inc. and its U.S. affiliates filed for Chapter 11 bankruptcy (Bankr. S.D.N.Y. Lead Case No. 13-10176) on Jan. 21, 2013, to break away from their unprofitable French parent company and secure independent capital. A day after its American unit filed for Chapter 11 bankruptcy protection, Paris-based Atari S.A. took a similar measure under Book 6 of that country's commercial code. Atari S.A. said it was filing for legal protection because its longtime backer BlueBay has sought to sell its 29% stake and demanded repayment by March 31 on a credit line of $28 million that it cut off in December. Peter S. Partee, Sr. and Michael P. Richman of Hunton & Williams LLP are proposed to serve as lead counsel for the U.S. companies in their Chapter 11 cases. BMC Group is the claims and notice agent. Protiviti Inc. is the financial advisor. The Official Committee of Unsecured Creditors is seeking Court permission to retain Duff & Phelps Securities LLC as its financial advisor. The Committee sought and obtained authority to retain Cooley LLP as its counsel. DIP financing is being provided by funds affiliated with Alden Global Capital Ltd. The loan requires filing a Chapter 11 plan or selling the business. ATLANTIC AVIATION: Moody's Rates $535-Mil. Credit Facility 'Ba3' ---------------------------------------------------------------- Moody's Investors Service assigned first time Ba3 corporate family and B1-PD probability of default ratings to Atlantic Aviation FBO, Inc. and Ba3 instrument ratings to its proposed $70 million first lien revolver and $465 million term loan. Moody's has also assigned a SGL-3 speculative grade liquidity rating reflecting AA's adequate liquidity profile. The rating outlook is stable. Proceeds from the proposed term loan combined with an equity contribution of roughly $275 million from its owner, Macquarie Infrastructure Company LLC, will be used to refinance all existing debt of AA. The revolver is expected to remain undrawn at close. The following ratings have been assigned to AA: Ba3 corporate family rating; B1-PD probability of default rating; Ba3 (LGD3, 33%) to the proposed $70 million first lien revolving credit facility due 2018; and Ba3 (LGD3, 33%) to the proposed $465 million first lien term loan due 2020. Ratings Rationale: The Ba3 CFR balances AA's lower leverage (debt-to-EBITDA of 4.0x at close, inclusive of Moody's adjustment for operating leases) following the refinancing, solid interest coverage metrics and its strong cash flow generation against its policy to distribute effectively all available cash on an ongoing basis to fund a dividend at MIC. The refinancing establishes a more conservative capital structure at AA than had historically existed which should provide the operator of fixed base operations (FBO) at general aviation airports in the US the ability to better manage the inherent cyclicality in its operations over the long term. AA's credit profile is supported by its leadership position as a FBO service provider at general aviation airports with an industry-leading 62 locations typically in high-population areas. AA benefits from high barriers to entry, including its long-term lease arrangements with local airport authorities (currently averages around 19 years) as well as its position as a sole FBO provider or single competitor status at over 85% of its existing FBO's. Over 80% of AA's sales are driven by its stable-margin fueling operations. Moody's believes that AA's prudent jet fuel inventory management was a key driver in its consistent fuel margins and solid cash generation in the most recent economic downturn. While Moody's views AA's market presence positively, FBO operations are dependent on general aviation take-offs and landings as well as jet fuel consumption, both of which are sensitive to North American macroeconomic conditions. Accordingly, Moody's expects AA's operating performance to directionally correlate with the broad economy. The stable outlook reflects Moody's expectation that AA will benefit from a relatively stable operating environment over the next 12-18 months which will be supportive of modest earnings growth and consistent cash generation. Further, the outlook reflects Moody's expectation that the proposed capital structure will afford flexibility to AA to manage through future cyclical downturns. The SGL-3 rating reflects Moody's expectation for an adequate liquidity profile over the next 12-18 months. Cash flow from operations should be meaningful but is not expected to result in either debt reduction or the accumulation of meaningful cash balances due to the aforementioned dividend policy and ongoing capital spending requirements. As a result, the $70 million of revolver availability would be the principal source of liquidity if free cash flow generation were to deteriorate. Moody's expects the credit facility to include a cash flow sweep if leverage is 4.25x or greater, a restriction on dividends if leverage exceeds 4.5x, and a leverage covenant initially set at 4.75x maximum. The Ba3 rating on the credit facilities reflects an overall family recovery of 65%, a first lien on substantially all assets and the fact that it comprises the preponderance of the capital structure. The debt at AA will not be guaranteed by MIC nor will AA provide guarantees to any obligations of MIC or its other businesses. The ratings are not expected to be upgraded over the next 12-18 months due to AA's aggressive dividend policy. Moody's would expect leverage of roughly 3.0x on an adjusted basis prior to a ratings upgrade. Conversely, a ratings downgrade would likely occur if leverage were to deteriorate such that it would be maintained at or above 4.5x for an extended period. Further, maintenance of the distribution during a period of negative free cash flow or revolver borrowings would pressure the ratings. The principal methodology used in this rating was the Global Aerospace and Defense Industry Methodology published in June 2010. Other methodologies used include Loss Given Default for Speculative-Grade Non-Financial Companies in the U.S., Canada and EMEA published in June 2009. Atlantic Aviation, headquartered in Plano, Texas, operates FBO's at 62 general aviation airports in the US providing fueling and fuel related services, aircraft parking, and hangar services to owners/operators of jet aircraft, primarily in the general aviation sector of the air transportation industry, but also commercial, military, freight and government aviation customers. Revenue for 2012 was approximately $720 million. ATLANTIC COAST: Amin Ali Held 9.5% Stake as of March 11 ------------------------------------------------------- In a Schedule 13D filing with the U.S. Securities and Exchange Commission, Mr. Amin Fadul Ali disclosed that, as of March 11, 2013, he beneficially owned 250,000 shares of common stock of Atlantic Coast Financial Corporation representing 9.5% of the shares outstanding. A copy of the regulatory filing is available for free at http://is.gd/UyMSQM About Atlantic Coast Jacksonville, Florida-based Atlantic Coast Financial Corporation is the holding company for Atlantic Coast Bank, a federally chartered and insured stock savings bank. It is a community- oriented financial institution serving northeastern Florida and southeastern Georgia markets through 12 locations, with a focus on the Jacksonville metropolitan area. Atlantic Coast disclosed a net loss of $6.66 million in 2012, as compared with a net loss of $10.28 million in 2011. The Company's balance sheet at Dec. 31, 2012, showed $772.61 million in total assets, $732.35 million in total liabilities and $40.26 million in total stockholders' equity. McGladrey LLP, in Jacksonville, Florida, 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 suffered recurring losses from operations that have adversely impacted capital at Atlantic Coast Bank. The failure to comply with the regulatory consent order may result in Atlantic Coast Bank being deemed undercapitalized for purposes of the consent order and additional corrective actions being imposed that could adversely impact the Company's operations. This raises substantial doubt about the Company's ability to continue as a going concern. ATLANTIC COAST: 2 Directors Still Oppose Bond Street Merger ----------------------------------------------------------- Jay S. Sidhu and Bhanu Choudhrie, two of the Company's directors, reaffirmed their opposition to Atlantic Coast's proposed merger with Bond Street Holdings, Inc., notwithstanding the recent amendment to the Merger Agreement. The amendment eliminated the escrow arrangement that had made $2.00 of the $5.00 per share offered consideration contingent. In a letter dated April 24, 2013, Messrs. Sidhu and Choudhrie made known their continuing intention to vote against the Merger because of the inadequacy of the price, and reiterated their concerns about the Company's disclosure regarding the alternative proposal made by them. Messrs. Sidhu and Choudhrie previously expressed their concerns with the direction of the Company under the stewardship of the current Board of Directors and the Company's current Chief Executive Officer. They believe that the Merger is not in the best interest of stockholders, the financial terms of the Merger are unfair and the process undertaken by the Board of Directors in considering and approving the Merger and Merger Agreement was lacking. Messrs. Sidhu and Choudhrie believe that the Board of Directors has consistently failed to act to mitigate or significantly reduce the risks facing the Company and follow prudent safety and sound banking practices, in spite of several plans put forward by certain directors. A copy of the April 24 Letter is available for free at: http://is.gd/nGjTfZ About Atlantic Coast Jacksonville, Florida-based Atlantic Coast Financial Corporation is the holding company for Atlantic Coast Bank, a federally chartered and insured stock savings bank. It is a community- oriented financial institution serving northeastern Florida and southeastern Georgia markets through 12 locations, with a focus on the Jacksonville metropolitan area. The Company reported a net loss of $6.66 million on $33.50 million of total interest and dividend income for the year ended Dec. 31, 2012, as compared with a net loss of $10.28 million on $38.28 million of total interest and dividend income in 2011. The Company's balance sheet at Dec. 31, 2012, showed $772.61 million in total assets, $732.35 million in total liabilities and $40.26 million in total stockholders' equity. McGladrey LLP, in Jacksonville, Florida, 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 suffered recurring losses from operations that have adversely impacted capital at Atlantic Coast Bank. The failure to comply with the regulatory consent order may result in Atlantic Coast Bank being deemed undercapitalized for purposes of the consent order and additional corrective actions being imposed that could adversely impact the Company's operations. This raises substantial doubt about the Company's ability to continue as a going concern. ATP OIL: Macquarie, Keba Trial Seems Headed to District Court ------------------------------------------------------------- Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that Macquarie Investments LLC and Keba Energy LLC appear headed for a trial in U.S. District Court regarding disputes with ATP Oil & Gas Corp. In the meantime, pre-trial proceeding will take place in the U.S. Bankruptcy Court in Houston, assuming the district judge accepts last week's recommendation from Bankruptcy Judge Marvin Isgur, according to the report. ATP had at least 16 pre-bankruptcy transactions generating $700 million where the offshore oil and gas producer transferred so- called overriding royalty interests. Before bankruptcy, Macquarie sued for non-payment. Ten days later in August 2012, ATP filed for Chapter 11 protection. In bankruptcy, ATP took the position that the royalty interests were disguised financings, not outright sales. Macquarie and Keba filed identical lawsuits in bankruptcy court, seeking a declaration that proceeds from the royalty interests weren't ATP's property, or, if they were, the two had liens and ATP wasn't permitted to use the income. They also want all the income paid to them directly. In response to a request for moving the suit to federal district court, Judge Isgur handed down his 37-page opinion last week where he concluded that the suits involve non-bankruptcy federal law. Therefore, trial should be held in district court. Following what he said were "normal procedures" and given his "extensive familiarity with the disputes," Judge Isgur recommended that the suits remain in bankruptcy court until ready for trial. Mr. Rochelle notes that the district judge isn't required to accept Judge Isgur's recommendation. About ATP Oil Houston, Tex.-based ATP Oil & Gas Corporation is an international offshore oil and gas development and production company focused in the Gulf of Mexico, Mediterranean Sea and North Sea. ATP Oil & Gas filed a Chapter 11 petition (Bankr. S.D. Tex. Case No. 12-36187) on Aug. 17, 2012. Attorneys at Mayer Brown LLP, serve as bankruptcy counsel. Munsch Hardt Kopf & Harr, P.C., is the conflicts counsel. Motley Rice LLC and Fayard & Honeycutt, APC serve as special counsel. Opportune LLP is the financial advisor and Jefferies & Company is the investment banker. Kurtzman Carson Consultants LLC is the claims and notice agent. ATP disclosed assets of $3.6 billion and $3.5 billion of liabilities as of March 31, 2012. Debt includes $365 million on a first-lien loan where Credit Suisse AG serves as agent. There is $1.5 billion on second-lien notes with Bank of New York Mellon Trust Co. as agent. ATP's other debt includes $35 million on convertible notes and $23.4 million owing to third parties for their shares of production revenue. Trade suppliers have claims for $147 million, ATP said in a court filing. An official committee of unsecured creditors has been appointed in the case. Evan R. Fleck, Esq., at Milbank, Tweed, Hadley & McCloy, in New York, represents the Creditors Committee as counsel. A 7-member panel of equity security holders has also been appointed in the case. Kyung S. Lee, Esq., and Charles M. Rubio, Esq. of Diamond McCarthy LLP, in Houston, Texas, serve as counsel to the Equity Committee. ATP is seeking court approval to sell substantially all of its Deepwater Assets and Shelf Property Assets. ATP OIL: Auction Moved to May 7; Lenders to Credit Bid ------------------------------------------------------ Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that producing wells and leases owned by ATP Oil & Gas Corp. will finally go up for auction on May 7, assuming there is an offer to compete with lenders who gave notice of their intention to bid using secured debt rather than cash. The report recounts that ATP's shallow-water properties were to have been sold at auction in February. For lack of bids, the auction was rescheduled to take place alongside the deep-water auction late in April. The combined auction was rescheduled officially this week. Bids to compete with the lenders' credit bid were due April 30. The auction, if there is one, will take place May 7. A hearing to approve sale is now set for May 9. ATP must sell the assets as the result of violations of covenants in the loan agreement financing the Chapter 11 reorganization. About ATP Oil Houston, Tex.-based ATP Oil & Gas Corporation is an international offshore oil and gas development and production company focused in the Gulf of Mexico, Mediterranean Sea and North Sea. ATP Oil & Gas filed a Chapter 11 petition (Bankr. S.D. Tex. Case No. 12-36187) on Aug. 17, 2012. Attorneys at Mayer Brown LLP, serve as bankruptcy counsel. Munsch Hardt Kopf & Harr, P.C., is the conflicts counsel. Motley Rice LLC and Fayard & Honeycutt, APC serve as special counsel. Opportune LLP is the financial advisor and Jefferies & Company is the investment banker. Kurtzman Carson Consultants LLC is the claims and notice agent. ATP disclosed assets of $3.6 billion and $3.5 billion of liabilities as of March 31, 2012. Debt includes $365 million on a first-lien loan where Credit Suisse AG serves as agent. There is $1.5 billion on second-lien notes with Bank of New York Mellon Trust Co. as agent. ATP's other debt includes $35 million on convertible notes and $23.4 million owing to third parties for their shares of production revenue. Trade suppliers have claims for $147 million, ATP said in a court filing. An official committee of unsecured creditors has been appointed in the case. Evan R. Fleck, Esq., at Milbank, Tweed, Hadley & McCloy, in New York, represents the Creditors Committee as counsel. A 7-member panel of equity security holders has also been appointed in the case. Kyung S. Lee, Esq., and Charles M. Rubio, Esq. of Diamond McCarthy LLP, in Houston, Texas, serve as counsel to the Equity Committee. ATP is seeking court approval to sell substantially all of its Deepwater Assets and Shelf Property Assets. AVANTAIR INC: Bret Holmes Named Chief Financial Officer ------------------------------------------------------- Bret A. Holmes, age 48, was appointed Chief Financial Officer of Avantair, Inc., effective April 19, 2013. Prior to joining the Company, Mr. Holmes was the Chief Financial Officer at Eleets Transportation Co., Inc., and related entities from June 2009 through December 2012. Mr. Holmes served as Chief Financial Officer for Aslan Development from March 2006 to June 2009 and Chief Financial Officer at Watson Custom Home Builders from October 2004 to March 2006. About Avantair Inc. Headquartered in Clearwater, Fla., Avantair, Inc. (OTC BB: AAIR) -- http://www.avantair.com/-- sells fractional ownership interests in, and flight hour card usage of, professionally piloted aircraft for personal and business use, and the management of its aircraft fleet. According to AvData, Avantair is the fifth largest company in the North American fractional aircraft industry. Avantair also operates fixed flight based operations (FBO) in Camarillo, California and in Caldwell, New Jersey. Through these FBOs and its headquarters in Clearwater, Florida, Avantair provides aircraft maintenance, concierge and other services to its customers as well as to the Avantair fleet. The Company's balance sheet at Dec. 31, 2012, showed $81.56 million in total assets, $120.25 million in total liabilities, $14.84 million in series a convertible preferred stock, and a $53.53 million total stockholders' deficit. BBX CAPITAL: Amends 2012 Annual Report -------------------------------------- BBX Capital Corporation has amended its annual report on Form 10-K for the year ended Dec. 31, 2012, as filed with the Securities and Exchange Commission on April 1, 2013, to include the information required by Items 10-14 of Part III of Form 10-K. In addition, as required by Rule 12b-15 under the Securities Exchange Act of 1934, certifications by the Company's Chief Executive Officer and Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 are filed as Exhibit 31.1 and Exhibit 31.2, respectively, to the Amendment. A copy of the Amended Form 10-K is available for free at http://is.gd/8VKhGU BBX Capital BBX Capital (NYSE: BBX), formerly known as BankAtlantic Bancorp,is a diversified investment and asset management company. The business of BBX Capital includes real estate ownership, direct acquisition and joint venture equity in real estate, specialty finance, and the acquisition of controlling and non controlling investments in operating businesses. BankAtlantic reported a net loss of $28.74 million in 2011, a net loss of $143.25 million in 2010, and a net loss of $185.82 million in 2009. The Company's balance sheet at Sept. 30, 2012, showed $488.35 million in total assets, $233.62 million in total liabilities and $254.72 million in total stockholders' equity. * * * As reported by the TCR on March 1, 2011, Fitch has affirmed its current Issuer Default Ratings for BankAtlantic Bancorp and its main subsidiary, BankAtlantic FSB at 'CC'/'C' following the announcement regarding the regulatory order with the Office of Thrift Supervision. BankAtlantic has announced that it has entered into a Cease and Desist Order with the OTS at both the bank and holding company level. The regulatory order includes increased regulatory capital requirements, limits to the size of the balance sheet, no new commercial real estate lending and improvements to its credit risk and administration areas. Furthermore, the holding company must also submit a capital plan to maintain and enhance its capital position. BEALL CORP: Wabash Incurs $0.6MM Cost on Bankruptcy Asset Buyout ---------------------------------------------------------------- Wabash National Corporation on April 30 disclosed that the Company's first quarter results include the impact of one-time costs related to the acquisition of Walker and of certain bankruptcy assets of Beall Corporation acquired on February 4, 2013, totaling $0.6 million, or $0.01 per diluted share. Excluding the impact of these items, non-GAAP adjusted earnings for the quarter ended March 31, 2013 were $6.1 million, or $0.09 per diluted share. The disclosure was made in Wabash National's earnings release for the for the three month period ended March 31, 2013, a copy of which is available for free at http://is.gd/lqaFG8v About Beall Corporation Portland, Oregon-based Beall Corporation, a manufacturer of lightweight, efficient, and durable tanker trucks, trailers and related products, filed a Chapter 11 bankruptcy petition (Bankr. D. Ore. Case No. 12-37291) on Sept. 24, 2012, estimating at least $10 million in assets and liabilities. Founded in 1905, Beall has four factories and nine sale branches across the U.S. The Debtor has 285 employees, with an average weekly payroll of $300,000. Judge Elizabeth L. Perris presides over the case. The Debtor has tapped Tonkon Torp LLP as counsel. The Debtor disclosed $14,015,232 in assets and $28,791,683 in liabilities as of the Chapter 11 filing. Wabash National Corporation on Feb. 4 successfully closed on its acquisition of certain assets of Beall's tank and trailer business for $15 million. Robert D. Miller Jr., the U.S. Trustee for Region 18, appointed six members to the official committee of unsecured creditors. Ball Janik LLP represents the Committee. BILL BARRETT: S&P Lowers Unsecured Debt Rating to 'B+' ------------------------------------------------------ Standard & Poor's Ratings Services said that it lowered its unsecured debt rating on Denver, Co.-based exploration and production (E&P) company Bill Barrett Corp. to 'B+' (one notch lower than the corporate credit rating) from 'BB-'. At the same time, S&P revised the recovery rating on this debt to '5' from '4', indicating its expectation of modest (10% to 30%) recovery in the event of a payment default. The revised recovery rating on Bill Barrett's unsecured debt reflects changes to its reserve valuation following a company- provided PV-10 report based on year-end 2012 proven reserve values at S&P's recovery price deck assumptions of $50 per barrel for West Texas Intermediate crude oil and $3.50 per million British thermal units for Henry Hub natural gas. The updated (lower) valuation also incorporates the company's divestitures of assets in the Wind River, Powder River, and Piceance Basins completed during the fourth quarter of 2012. The 'BB-' corporate credit rating on Bill Barrett reflects S&P's assessment of the company's "weak" business risk profile and "aggressive" financial risk profile. The rating incorporates Bill Barrett's record of delivering strong reserves and production growth; increasing oil volumes as a percentage of its production base; adequate liquidity; and still moderate, though increasing, debt leverage. S&P's rating also reflects the company's participation in the volatile and capital-intensive oil and gas E&P industry, its limited scale and significant concentration in the Rocky Mountain region, and S&P's estimate that the company will have negative free operating cash flow for the next two years. Ratings List Downgraded To From Bill Barrett Corp. Unsecured debt rating B+ BB- Recovery rating 5 4 BIOFUELS POWER: Reports $342,400 Net Income in 2012 --------------------------------------------------- Biofuels Power Corporation filed with the U.S. Securities and Exchange Commission its annual report on Form 10-K disclosing net income of $342,456 on $0 of revenue for the year ended Dec. 31, 2012, as compared with a net loss of $1.28 million on $0 of revenue during the prior year. The Company's balance sheet at Dec. 31, 2012, showed $1.23 million in total assets, $5.47 million in total liabilities and a $4.24 million total stockholders' deficit. Clay Thomas, P.C., 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 has suffered significant losses and will require additional capital to develop its business until the Company either (1) achieves a level of revenues adequate to generate sufficient cash flows from operations; or (2) obtains additional financing necessary to support its working capital requirements. These conditions raise substantial doubt about the Company's ability to continue as a going concern. A copy of the Form 10-K is available for free at: http://is.gd/PSYJ4Y Biofuels Power Humble, Tex.-based Biofuels Power Corporation is a distributed energy company that is pioneering the use of biodiesel to fuel small electric generating facilities that are located in close proximity to end-users. BPC's first power plant is currently located near Houston, Texas in the city of Oak Ridge North. BRAVO REALTY: Case Summary & 20 Largest Unsecured Creditors ----------------------------------------------------------- Debtor: The Bravo Realty Group, LLC 1374 First Avenue Suite 1A New York, NY 10021 Bankruptcy Case No.: 13-11330 Chapter 11 Petition Date: April 28, 2013 Court: United States Bankruptcy Court Southern District of New York (Manhattan) Debtor's Counsel: Gabriel Del Virginia, Esq. LAW OFFICES OF GABRIEL DEL VIRGINIA 880 Third Avenue, 13th Floor New York, NY 10022 Tel: (212) 371-5478 Fax: (212) 371-0460 E-mail: gabriel.delvirginia@verizon.net Scheduled Assets: $4,957,224 Scheduled Liabilities: $6,327,475 A copy of the Company's list of its 20 largest unsecured creditors, filed together with the petition, is available for free at http://bankrupt.com/misc/nysb13-11330.pdf The petition was signed by Frank Pecora, manager/member. BROWN PUBLISHING: K&L Gates Facing Sanctions -------------------------------------------- Bankruptcy Judge Dorothy T. Eisenberg will hold a hearing May 16 to consider whether to impose sanctions against the law firm of K&L Gates, which had been counsel to The Brown Publishing Company and its affiliated debtor and is currently representing the liquidating trust established under the plan of liquidation confirmed in the Debtors' cases. On June 16, 2011, pursuant to the plan of liquidation, the liquidating trust was established to succeed to all assets and causes of action of the bankruptcy estates of the above-captioned debtors. The liquidating trust has commenced adversary proceedings against certain former officers, directors, shareholders, and affiliates of the debtors, by and through K&L Gates as special counsel. Roy E. Brown, former CEO, shareholder, and director of each of the debtors, and one of the primary defendants in the adversary proceedings, has made various motions, with the ultimate objectives being (1) to disqualify K&L Gates as counsel to the liquidating trust, and (2) to force K&L Gates to disgorge all legal fees it has been paid in the case. Mr. Brown asserts that a conflict of interest arose, due to the fact that, pre-petition, K&L Gates, rather than acting exclusively for the benefit of its "official" clients, the Debtors, was really acting for the benefit of Roy Brown and other insiders, to help them to obtain the Debtors' assets in bankruptcy; and that K&L Gates failed to fully disclose the nature of its representation of PNC Bank, the successor administrative and collateral agent for the First Lien Lenders, and Wilmington Trust, the successor administrative and collateral agent for the Second Lien Lenders. KLG and the liquidating trust have vigorously opposed Mr. Brown's motions. "KLG filed a general statement indicating that they may or may not have been retained by certain creditors of the debtor and, to the best of their knowledge, they did not know of any conflict. This statement did not point out which of the 483 creditors, attorneys or parties in this case it had had specific dealings with or which ones the firm had a continued legal relationship with at or about the time of the filing of this debtor's case. At a minimum, it is incomplete. It did not set forth any circumstances that might have any adverse interest in connection with the present representation of the Debtor. KLG's failure to point out its prior relationship to significant creditors, and to its prior relation with the insiders, belies the spirit of [Fed.R.Bankr.P.] 2014," the Court said. The Court held that any party who wishes to be heard regarding the sanctions issue must file its written comments with the Court by May 10. A copy of the Court's April 29, 2013 Memorandum Decision is available at http://is.gd/unQdQXfrom Leagle.com. Kenneth A. Reynolds, Esq., and Evan Gewirtz, Esq., at McBreen & Kopko, in Jericho, New York, argue for Roy E. Brown. About Brown Publishing The Brown Publishing Company, Brown Media Holdings Company and their subsidiaries filed for Chapter 11 bankruptcy (Bankr. E.D.N.Y. Lead Case No. 10-73295) on April 30, 2010 and May 1, 2010. BPC estimated $10 million to $50 million in assets and debts in its Chapter 11 petition. Edward M. Fox, Esq., and Eric T. Moser, Esq., at K&L Gates LLP, served as counsel for the Debtors. BPC is a privately held community news and information corporation, organized under the laws of the State of Ohio that, prior to the sale of its assets, had been one of the largest newspaper publishers in Ohio, and also operated publications in Illinois, South Carolina, Texas and Utah. Roy E. Brown, former CEO, shareholder, and director of each of the debtors, and other insiders of the Debtors formed Brown Media Corporation to acquire the assets and serve as stalking horse bidder. BMC offered a stalking horse bid of $15.3 million cash plus additional consideration. The auction commenced July 19, 2010 and lasted into the early morning hours of July 20. With the exception of certain assets of the Debtors located in Van Wert, Ada and Putnam, Ohio that were sold to Delphos Herald, Inc., BMC was the successful bidder with respect to substantially all of the Debtors's remaining assets after making the highest and best offer for $22.4 million cash plus additional consideration. PNC Bank, N.A., a secured creditor of the Debtors, was the next successful bidder after BMC. BMC, however, lost financing and failed to close on the sale. The insiders had obtained a commitment from Guggenheim Corporate Funding, LLC and/or one of its affiliates for financing. Subsequently, the Court approved the asset purchase agreements for the sale of the Debtors' assets to PNC's assignee, Ohio Community Media LLC, and to ISIS Ventures Partners LLC pursuant to orders dated Sept. 3, 2010. ISIS formed Dan's Papers Holdings LLC to purchase the assets of one of the Debtors, Dan's Papers, for $1,750,000. PNC agreed to pay $21,750,000 for substantially all of the Debtors remaining assets. The total purchase price tendered for the Debtors' assets, including cash and debt forgiveness, was about $27.09 million. On June 16, 2011, the Court entered an order confirming the Debtors' chapter 11 plan which provided that any remaining assets of the Debtors' bankruptcy estate that were not sold pursuant to the Auction Sale, including all claims and causes of action, would vest in a trust. BUILDERS FIRSTSOURCE: Incurs $11.8 Million Net Loss in Q1 --------------------------------------------------------- Builders FirstSource, Inc., reported a net loss of $11.81 million on $319.70 million of sales for the three months ended March 31, 2013, as compared with a net loss of $19.18 million on $219.38 million of sales for the same period a year ago. Builders FirstSource reported a net loss of $56.85 million in 2012, a net loss of $64.99 million in 2011 and a $95.50 million in 2010. The Company's balance sheet at March 31, 2013, showed $563.49 million in total assets, $526.43 million in total liabilities and $37.06 million in total stockholders' equity. Commenting on the company's results, Floyd Sherman, Builders FirstSource chief executive officer said, "I am very pleased to start our fiscal year with such strong financial results, as we ended the first quarter with over $319 million in sales and improved our Adjusted EBITDA by $7.5 million. We were able to achieve topline growth of greater than 30 percent for a sixth consecutive quarter." Mr. Sherman added, "Our sales increase once again exceeded the increase in residential construction activity, as actual single-family housing starts in the South Region increased 27.4 percent and single-family units under construction increased 23.2 percent." Chad Crow, Builders FirstSource senior vice president and chief financial officer, added, "Though our sales growth for the quarter was very positive, the commodity lumber price inflation we experienced during the quarter once again placed significant downward pressure on gross margins. Subsequent to setting first quarter customer pricing in late December, commodity lumber prices increased 20 percent through the end of the first quarter. While we were able to obtain price increases from many of our customers during the quarter, they were not enough to offset the continued commodity price inflation. For the quarter, we estimate commodity lumber inflation negatively impacted gross margin by 1.8 percentage points." A copy of the press release is available for free at: http://is.gd/ngBisz About Builders FirstSource Headquartered in Dallas, Texas, Builders FirstSource Inc. -- http://www.bldr.com/-- supplies and manufactures building products for residential new construction. The Company operates in 9 states, principally in the southern and eastern United States, and has 55 distribution centers and 51 manufacturing facilities, many of which are located on the same premises as its distribution facilities. * * * In December 2012, Standard & Poor's Ratings Services revised its outlook on Dallas-based Builders FirstSource Inc. to negative from positive. "At the same time, we affirmed our 'CCC' corporate credit rating and affirmed our 'CC' issue rating on Builder FirstSource's $140 million second lien notes due 2016. The recovery rating is '6', which indicates our expectation for negligible (0% to 10%) recovery in the event of a default," S&P said. CALPINE CONSTRUCTION: S&P Rates $1.05BB Secured Term Loan 'BB' -------------------------------------------------------------- Standard & Poor's Ratings Services said it assigned its 'BB' issue rating and '1' recovery rating to Calpine Construction Finance Co. L.P.'s (CCFC) planned $1.055 billion senior secured term loan B due 2020. CCFC will use the proceeds to retire existing debt related to CCFC, issued by CCFC Finance Corp. and Calpine CCFC Holdings LLC. The stable outlook on this rating is the same as the outlook on Calpine. Ratings are subject to final documentation. S&P rates the CCFC debt on a consolidated basis with Calpine. The CCFC assets earn most of their cash flow through intercompany tolling agreement with Calpine Energy Services and are also operated by Calpine Operating Services Co. Inc. The terms of the new debt are similar to the debt that will retire, but at a lower interest rate, so this refinancing does not alter S&P's forward view of Calpine's financial performance. Favorably, the transaction moves $1 billion of debt maturities from 2016 to 2020. Under the proposed structure, CCFC will own six natural gas-fueled power plants in various regions that are 10 to 12 years old. The plants total 3,846 megawatts (MW), or about 14% of Calpine's operational capacity. The proposed CCFC debt represents about 10% of consolidated Calpine debt. "Although the CCFC debt is nonrecourse to Calpine, again, our rating approach consolidates the CCFC cash flow into our view of Calpine's business risk profile and financial performance over the approximate two-year forward look," said Standard & Poor's credit analyst Terry Pratt. The stable outlook reflects that of Calpine. It reflects S&P's view that Calpine's business risk profile is not likely to change and that financial performance will likely remain in the mid- highly leveraged range over the next two years. Higher-than- historic capacity factors at most Calpine units are likely over the next year or two given the currently low natural gas prices, resulting in a continuation of its recent relatively favorable results. Factors that would likely lead to a downgrade would be a deterioration in Calpine's financial performance of FFO to debt of below about 4% or a large reduction in liquidity. Developments that could lead to an upgrade in Calpine's creditworthiness would be improved financial performance, with FFO to debt closer to around 12% and debt to EBITDA below about 5x, and sound liquidity. CATALENT PHARMA: Moody's Rates Proposed $275MM Term Loan 'Caa1' --------------------------------------------------------------- Moody's Investors Service assigned a Caa1 rating to the proposed senior unsecured term loan facility of Catalent Pharma Solutions, Inc. The proceeds of the term loan will be used to redeem the outstanding $269.1 million senior PIK-Election notes due 2015. There are no changes to any other ratings, including the B2 Corporate Family Rating or the negative outlook. Rating Assigned: Proposed $275 million Senior Unsecured Term Loan due 2017, Caa1 (LGD5, 80%) Ratings Rationale: The B2 CFR rating continues to be constrained by the company's very high financial leverage, modest interest coverage and negligible free cash flow. While leverage has improved over the past year, deleveraging through EBITDA expansion has been slower than expected due to soft performance in the company's largest business segment - Oral Technologies. The credit profile is supported by the company's large scale, diversified customer base and position as one of the leading global providers of drug delivery and outsourced services to the healthcare industry. In particular, the company is a leader in development and manufacturing of softgels and other oral drug delivery technologies and commands a large library of patents, knowhow, and other intellectual properties that create a barrier to entry. The negative outlook reflects Moody's expectation that Catalent's financial leverage will likely remain high (currently around 7.4x debt/EBITDA per Moody's estimate) and the deleveraging pace will be slower than expected principally due to weaker than expected EBITDA growth. In addition, Moody's is concerned about the weak free cash flow trend. The outlook considers the possibility of rating downgrade should the company fail to delever to below 6.5x or reverse negative free cash flow in the next few quarters. Moody's could downgrade the ratings if the Oral Technologies business fails to resume its revenue growth to at least low-mid single digit and grow EBITDA at mid-high single digit on a sustained basis, resulting in a leverage at or above 7.0 times. Any weakness in liquidity such as persistent negative free cash flow would also exert negative pressure on the ratings. Given the very high leverage and limited free cash flow expectations, Moody's does not foresee an upgrade in the near- term. Longer-term, if the company reduces adjusted debt to EBITDA to 5.0 times the rating agency could upgrade the ratings. An upgrade would also require free cash flow to debt to be sustained above 5%. The principal methodology used in rating Catalent was the Global Business & Consumer Service Industry Rating Methodology published in October 2010. Other methodologies used include Loss Given Default for Speculative-Grade Non-Financial Companies in the U.S., Canada and EMEA published in June 2009. Catalent Pharma Solutions, Inc., based in Somerset, New Jersey, is a leading provider of advanced dose form and packaging technologies, and development, manufacturing and packaging services for pharmaceutical, biotechnology, and consumer healthcare companies. The company reported revenue of approximately $1.77 billion for the twelve months ended December 31, 2012. Catalent is a privately held company, owned by affiliates of The Blackstone Group. CHATHAM PARKWAY: May Use Ameris Collateral to Pay Legal Fees ------------------------------------------------------------ Bankruptcy Judge Lamar W. Davis, Jr., in Savannah, Georgia, authorized Chatham Parkway Self Storage, LLC, to use cash collateral for payment of professionals' fees on an interim basis up to $5,000 each. Ameris Bank, successor in interest to Darby Bank & Trust Co., holds a first-priority security interest in the Debtor's property. Ameris filed a proof of claim asserting that the Debtor owed Ameris $7,600,000 as of the petition date. Interest on the Note is accruing at a rate of approximately $34,000 per month. The parties have stipulated that the Property is worth $6,000,000. Accordingly, there is no equity in the Property. The Debtor has hired Coastal Capital Advisor, Inc., as financial advisor, and Merrill & Stone, LLC, as counsel. On April 1, 2013, the Debtor filed the Motion to Use Cash Collateral for Payment of Professionals, requesting the ability to pay, out of Ameris's cash collateral, professional expenses to M&S and CCA up to $5,000 to each professional each month for actual expenses incurred for the previous calendar month. The Debtor proposes to grant Ameris a replacement lien on present and future rents from its self-storage facility as adequate protection for Ameris. Ameris argued that the professional fees are of no benefit to Ameris, and so the Debtor cannot surcharge Ameris's collateral against these payments. Ameris also contended that a replacement lien in rents is insufficient adequate protection because Ameris's lien already extends to post-petition rents. According to Judge Davis, "I find that Debtor has met its burden of establishing adequate protection of Ameris's interest in cash collateral for the interim period before the Court can rule on confirmation and/or Ameris's stay relief motion. Debtor will be permitted to pay professional fees of up to $5,000.00 per month each for M&S and CCA out of Ameris's cash collateral, subject to Court review of any objection on a ground other than adequate protection. Such allowance will continue as appropriate until confirmation and/or Ameris's stay relief motion is resolved, or until further Order of this Court." A copy of the Court's April 25, 2013 Opinion and Order is available at http://is.gd/ruhiWDfrom Leagle.com. The Debtor filed a Chapter 11 Plan and Disclosure Statement on Feb. 6, 2013. On March 12, Ameris objected to the Plan and Disclosure Statement. The Debtor filed an amended Plan and Disclosure Statement on April 19. Chatham Parkway Self Storage, LLC, filed for Chapter 11 (Bankr. S.D. Ga. Case No. 12-42153) on Nov. 2, 2012. The Debtor is a Georgia limited liability company owned by Ben and Julie Farmer. A consent order confirming the Debtor's status as a single asset real estate debtor was entered on Jan. 24, 2013. The Debtor owns a 4.92 acre tract of land in Chatham County, Georgia, upon which the Debtor operates a self-storage facility. The Debtor's principal source of revenue consists of receipts from the rental of self-storage units. In its petition, the Debtor estimated $1 million to $10 million in both assets and debts. A list of the Company's eight largest unsecured creditors filed with the petition is available for free at http://bankrupt.com/misc/gasb12-42153.pdf The petition was signed by Ben G. Farmer, manager. The Debtor is represented in the case by: Jesse C. Stone, Esq. MERRILL & STONE, LLC P.O. Box 129 Swainsboro, GA 30401 Tel: (478) 237-7029 Fax: (478) 237-9211 E-mail: bkymail@merrillstonehamilton.com - and - Jon A. Levis, Esq. MERRILL & STONE, LLC P.O. Box 129 Swainsboro, GA 30401 Tel: (478) 237-7029 Fax: (478) 237-9211 E-mail: bkymail@merrillstonehamilton.com CICERO INC: John Stefens Held 44.2% Equity Stake at March 21 ------------------------------------------------------------ In an amended Schedule 13D filing with the U.S. Securities and Exchange Commission, John L. Stefens disclosed that, as of March 21, 2013, he beneficially owned 41,933,646 shares of common stock of Cicero, Inc., representing 44.2% of the shares outstanding. A copy of the regulatory filing is available at: http://is.gd/8dBY4y About Cicero Inc. Cary, N.C.-based Cicero, Inc., provides business integration software solutions and also provides technical support, training and consulting services as part of its commitment to providing customers with industry-leading solutions. The Company focuses on the customer experience management market with emphasis on desktop integration and business process automation with its Cicero XM(TM) products. Cicero XM enables the flow of data between different applications, regardless of the type and source of the application, eliminating redundant entry and costly mistakes. The Company has extended the maturity dates of several debt obligations that were due in 2011 to 2012, to assist with liquidity and may attempt to extend these maturities again if necessary. Despite the recent additions of several new clients, the Company continues to struggle to gain additional sources of liquidity on terms that are acceptable to the Company. Cicero disclosed a net loss applicable to common stockholders of $315,000 on $5.99 million of total operating revenue for the year ended Dec. 31, 2012, as compared with a net loss applicable to common stockholders of $3.09 million on $3.25 million of total operating revenue during the prior year. The Company's balance sheet at Dec. 31, 2012, showed $4.51 million in total assets, $10 million in total liabilities and a $5.48 million total stockholders' deficit. Cherry Bekaert LLP, in Raleigh, North Carolina, 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 suffered recurring losses from operations and has a working capital deficiency as of Dec. 31, 2012. These conditions raise substantial doubt about the Company's ability to continue as a going concern. CIRCLE STAR: Chief Financial Officer Resigns -------------------------------------------- Jonathan Pina resigned as Chief Financial Officer (principal financial and accounting officer) and Secretary of Circle Star Energy Corp. Mr. Pina's resignation was effective as of April 23, 2013. On April 25, 2013, the sole director of the Company, Jeffrey Johnson, appointed himself as Interim Chief Financial Officer (principal financial and accounting officer) and Interim Secretary, until a permanent successor is named. Mr. Johnson, has served as a director of the Company since June 16, 2011, as Chairman since July 6, 2011, and as Chief Executive Officer since Oct. 11, 2011. About Circle Star Fort Worth, Tex.-based Circle Star Energy Corp. (OTC BB: CRCL) owns royalty, leasehold, operating, net revenue, net profit, reversionary and other mineral rights and interests in certain oil and gas properties in Texas. The Company's properties are in Crane, Scurry, Victoria, Dimmit, Zavala, Grimes, Madison, Robertson, Fayette, and Lee Counties. As reported by the Troubled Company Reporter on Aug. 17, 2012, Hein & Associates LLP, in Dallas, Texas, expressed substantial doubt about Circle Star's ability to continue as a going concern its report on the Company's financial statements for the fiscal year ended April 30, 2012. The independent auditors noted that the Company has suffered recurring losses from operations and has a working capital deficit. The Company's balance sheet at Jan. 31, 2013, showed $4.74 million in total assets, $5.49 million in total liabilities and a $754,119 total stockholders' deficit. CLAIRE'S STORES: Amends Fiscal 2012 Annual Report ------------------------------------------------- Claire's Stores, Inc., has amended its annual report for the year ended Feb. 2, 2013, for the purposes of including the information in Part III of the Form 10-K, as permitted under General Instruction G(3) to Form 10-K. In connection with the filing of the Amendment and pursuant to the rules of the SEC, the Company included with the Amendment certain currently dated certifications of the Chief Executive Officer and Chief Financial Officer. In May 2007, the Company was acquired by investment funds and certain co-investment vehicles managed by Apollo Management VI, L.P., an affiliate of Apollo Global Management, LLC, through a merger and Claire's Stores, Inc., became a wholly-owned subsidiary of Claire's Inc. In the Amendment, the Company refers to its fiscal year ended Feb. 2, 2013, as Fiscal 2012 or FY 2012, its fiscal year ended Jan. 28, 2012, as Fiscal 2011 or FY 2011, and its fiscal year ended Jan. 29, 2011, as Fiscal 2010 or FY 2010 A copy of the Form 10-K, as amended, is available at: http://is.gd/93qYyg About Claire's Stores Claire's Stores, Inc. -- http://www.clairestores.com/-- operates as a specialty retailer of fashion accessories and jewelry for preteens and teenagers, as well as for young adults in North America and internationally. It offers jewelry products that comprise costume jewelry, earrings, and ear piercing services; and accessories, including fashion accessories, hair ornaments, handbags, and novelty items. Based in Pembroke Pines, Florida, Claire's Stores operates under two brands: Claire's(R), which operates worldwide and Icing(R), which operates only in North America. As of Jan. 31, 2009, Claire's Stores, Inc., operated 2,969 stores in North America and Europe. Claire's Stores also operates through its subsidiary, Claire's Nippon, Co., Ltd., 213 stores in Japan as a 50:50 joint venture with AEON, Co., Ltd. The Company also franchises 198 stores in the Middle East, Turkey, Russia, South Africa, Poland and Guatemala. Claire's Stores disclosed net income of $1.28 million on $1.55 billion of net sales for the fiscal year ended Feb. 2, 2013, as compared with net income of $11.63 million on $1.49 billion of net sales for the fiscal year ended Jan. 28, 2012. The Company's balance sheet at Feb. 2, 2013, showed $2.79 billion in total assets, $2.81 billion in total liabilities, and a $14.44 million stockholders' deficit. Bankruptcy Warning "If we are unable to generate sufficient cash flow and are otherwise unable to obtain funds necessary to meet required payments of principal, premium, if any, and interest on our indebtedness, or if we otherwise fail to comply with the various covenants, including financial and operating covenants in the instruments governing our indebtedness, we could be in default under the terms of the agreements governing such indebtedness. In the event of such default: * the holders of such indebtedness may be able to cause all of our available cash flow to be used to pay such indebtedness and, in any event, could elect to declare all the funds borrowed thereunder to be due and payable, together with accrued and unpaid interest; * the lenders under our Credit Facility could elect to terminate their commitments thereunder, cease making further loans and institute foreclosure proceedings against our assets; and * we could be forced into bankruptcy or liquidation," according to the Company's annual report for the fiscal year ended Feb. 2, 2013. * * * As reported by the TCR on Oct. 1, 2012, Moody's Investors Service upgraded Claire's Stores, Inc.'s Corporate Family and Probability of Default ratings to Caa1 from Caa2. The upgrade of Claire's Corporate Family Rating to Caa1 reflects its ability to address its substantial term loan maturity in 2014 by refinancing it with a $625 million add-on to its existing senior secured first lien notes due 2019. Claire's Stores, Inc., carries a 'B-' Corporate Credit Rating from Standard & Poor's Ratings Services. CNL LIFESTYLE: Downgraded Two Years in a Row by S&P --------------------------------------------------- Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that downgraded 13 months ago, real estate investment trust CNL Lifestyle Properties Inc. was lowered again Monday when Standard & Poor's dropped the corporate grade another level to B. S&P said this year's downgrade was the result of taking on debt to fund growth and "burdensome dividend distributions." Liquidity, in S&P's opinion, is "less than adequate." Orlando, Florida-based CNL, according to S&P, has a $2.9 billion portfolio of 179 properties, including 62 senior housing facilities, 49 golf courses, 23 ski areas, 20 attractions, 17 marinas, eight other lifestyle properties, and $125 million in mortgage receivables. COATES INTERNATIONAL: Amends 17.5 Million Shares Prospectus ----------------------------------------------------------- Coates International, Ltd., filed with the U.S. Securities and Exchange Commission a post-effective amendment no.1 to the Form S-1 registration statement for the purpose of including the Company's financial statements for the fiscal year ended Dec. 31, 2012, contained in the Company's annual report on Form 10-K filed with the SEC on April 16, 2013, and include those financial statements formatted in XBRL (eXtensible Business Reporting Language) and to update this registration statement for certain disclosures contained in the Form 10-K. The prospectus relates to the resale of up to 17,500,000 shares of the Company's common stock, par value $0.0001 per share issuable to Dutchess Opportunity Fund, II, LP, a Delaware limited partnership, a selling stockholder pursuant to a "put right" under an investment agreement that the Company entered into with Dutchess. The Investment Agreement permits the Company to "put" up to $20,000,000 in shares of its common stock to Dutchess over a period of up to 36 months. The Company will not receive any proceeds from the sale of these shares of common stock. However, the Company will receive proceeds from the sale of securities pursuant to its exercise of this put right offered by Dutchess. The Company's Common Stock is quoted on the Over-the-Counter Bulletin Board under the ticker symbol "COTE." Only a limited public market currently exists for the Company's Common Stock. On April 12, 2013, the closing price of the Company's common stock was $0.027 per share. A copy of the Amended Prospectus is available for free at: http://is.gd/FqhcTy About Coates International Based in Wall Township, N.J., Coates International, Ltd. (OTC BB: COTE) -- http://www.coatesengine.com/-- was incorporated on August 31, 1988, for the purpose of researching, patenting and manufacturing technology associated with a spherical rotary valve system for internal combustion engines. This technology was developed over a period of 15 years by Mr. George J. Coates, who is the President and Chairman of the Board of the Company. The Coates Spherical Rotary Valve System (CSRV) represents a revolutionary departure from the conventional poppet valve. It changes the means of delivering the air and fuel mixture to the firing chamber of an internal combustion engine and of expelling the exhaust produced when the mixture ignites. Coates International disclosed a net loss of $4.53 million on $0 of sales for the year ended Dec. 31, 2012, as compared with a net loss of $2.99 million on $125,000 of sales for the year ended Dec. 31, 2011. The Company's balance sheet at Dec. 31, 2012, showed $2.43 million in total assets, $6.37 million in total liabilities and a $3.93 million total stockholders' deficiency. Cowan, Gunteski & Co., P.A., in Tinton Falls, New Jersey, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2012, citing negative cash flows from operations, recurring losses from operations, and a stockholders' deficiency that raise substantial doubt about the Company's ability to continue as a going concern. COINMACH SERVICE: S&P Puts 'B-' CCR on CreditWatch Positive ----------------------------------------------------------- Standard & Poor's Ratings Services placed its 'B-' corporate credit ratings on Coinmach Service Corp. and Coinmach Corp. on CreditWatch with positive implications. As of Dec. 31, 2012, about $1.03 billion of total debt was outstanding. S&P also separately assigned its 'B' corporate credit rating to Spin Holdco Inc. doing business as CSC ServiceWorks (which S&P understands will be the group's primary borrower going forward), and S&P's 'B+' issue-level and '2' recovery rating to the proposed $845 million first-lien credit facilities. The '2' recovery rating indicates S&P's expectation of substantial recovery (70%- 90%) in the event of a default. "The CreditWatch placement reflects the potential for the group to maintain adequate liquidity and improved, albeit still highly leveraged, credit ratios if the acquisition and closing of the proposed credit facilities are consummated as planned," said Standard & Poor's credit analyst Jerry Phelan. If the transactions are consummated as planned, Standard & Poor's would raise the corporate credit ratings on Coinmach Service Corp. and Coinmach Corp. to 'B', and would subsequently withdraw those ratings since S&P understands that Spin Holdco Inc. will be the group's primary borrower going forward. S&P would also withdraw the issue-level ratings on Coinmach's existing $825 million senior secured bank credit facilities upon repayment. COMMUNITY WEST: Earns $1.1 Million in First Quarter --------------------------------------------------- Community West Bancshares reported net income of $1.08 million on $6.96 million of total interest income for the three months ended March 31, 2013, as compared with net income of $819,000 on $8.32 million of total interest income for the same period during the prior year. Community West disclosed net income of $3.17 million in 2012, as compared with a net loss of $10.48 million in 2011. The Company's balance sheet at March 31, 2013, showed $533.12 million in total assets, $479.05 million in total liabilities and $54.07 million in stockholders' equity. "We were profitable for the third consecutive quarter and have worked diligently, doing what we set out to do, to improve the overall health of the Company," stated Martin E. Plourd, president and chief executive officer. "Credit quality metrics improved substantially, with total nonaccrual loans at nearly half the levels that they were a year ago, and our capital ratios continue to improve. Now that profitability appears sustainable, we can sharpen our focus on responsible balance sheet growth." A copy of the press release is available for free at: http://is.gd/9EbFqI 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. 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. COMPREHENSIVE CARE: President Retires for Health Reasons -------------------------------------------------------- Comprehensive Care Corporation was notified by its President, Robert R. Kulbick, that he was retiring for medical reasons effective May 1, 2013. Mr. Kulbick was originally hired to head up the Company's pharmacy program. The Company has named Ramon Martinez to head up the pharmacy program as President of CompCare Pharmacy Solutions, Inc., a wholly-owned subsidiary dedicated to marketing CompCare's pharmacy savings program. Mr. Martinez, a retired U.S. Air Force Lieutenant Colonel, has been working with the Company on its new, innovative pharmacy savings program as a Senior Management Advisor since August 2012. About Comprehensive Care Tampa, Fla.-based Comprehensive Care Corporation provides managed care services in the behavioral health, substance abuse, and psychotropic pharmacy management fields. Comprehensive Care disclosed a net loss attributable to common stockholders of $6.99 million in 2012, as compared with a net loss attributable to common stockholders of $14.08 million in 2011. The Company's balance sheet at Dec. 31, 2012, showed $6.12 million in total assets, $29.06 million in total liabilities and a $22.94 million total stockholders' deficiency. Mayer Hoffman McCann P.C., in Clearwater, Florida, 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 suffered recurring losses from operations and has not generated sufficient cash flows from operations to fund its working capital requirements. This raises substantial doubt about the Company's ability to continue as a going concern. COMSTOCK MINING: Judd Merrill Succeeds Mark Jewett as CAO --------------------------------------------------------- Comstock Mining Inc. accepted the resignation of Mark Jewett, the Chief Accounting Officer of the Company, effective April 26, 2013. Mr. Jewett and the Company entered into a severance agreement pursuant to which Mr. Jewett executed a release in favor of the Company in exchange for which Mr. Jewett is entitled to continue receiving payments equal to his base salary through Aug. 2, 2013. Pursuant to his severance agreement, 20,000 restricted shares granted to Mr. Jewett in 2011 may vest on July 25, 2013, if he complies with the terms of his severance agreement. The remaining unvested restricted shares will be forfeited. Judd Merrill, the Controller of the Company has assumed Mr. Jewett's responsibilities. About Comstock Mining Virginia City, Nev.-based Comstock Mining Inc. is a Nevada-based, gold and silver mining company with extensive, contiguous property in the historic Comstock district. The Company began acquiring properties in the Comstock in 2003. Since then, the Company has consolidated a substantial portion of the Comstock district, secured permits, built an infrastructure and brought the exploration project into test mining production. The Company continues acquiring additional properties in the Comstock district, expanding its footprint and creating opportunities for exploration and mining. The goal of the Company's strategic plan is to deliver stockholder value by validating qualified resources (measured and indicated) and reserves (probable and proven) of 3,250,000 gold equivalent ounces by 2013, and commencing commercial mining and processing operations by 2011, with annual production rates of 20,000 gold equivalent ounces. Comstock Mining disclosed a net loss of $30.76 million in 2012, a net loss of $11.60 million in 2011 and a net loss of $60.32 million in 2010. The Company's balance sheet at Dec. 31, 2012, showed $47.86 million in total assets, $29.46 million in total liabilities and $18.39 million in total stockholders' equity. COPANO ENERGY: S&P Retains 'B+' CCR on CreditWatch Positive ----------------------------------------------------------- Standard & Poor's Ratings Services said its 'B+' corporate credit rating on Copano Energy LLC continues to be on CreditWatch with positive implications. S&P believes the $5 billion unit-for-unit transaction broadly represents a strategic acquisition for KMP and is highly favorable for Copano's credit. Copano's size is relatively small compared with KMP, whose credit measures are broadly unchanged pro forma. These positive factors are somewhat offset by Copano's commodity price exposure, but Copano has a sizable fee-based business and KMP's commodity price sensitivity pro forma for the transaction is broadly in line with S&P's expectations. The trailing 12-month EBITDA multiple being paid is also notably high at about 20x, but could move much lower if Copano successfully completes its expected projects on time and on budget. The Copano acquisition will also extend KMP's scale and enhance its midstream footprint, especially in the burgeoning Eagle Ford shale gas-gathering region. "The positive CreditWatch reflects our expectation that the rating will be near or in line with that of KMP. We rate Copano 'B+', so its stand-alone credit quality is significantly weaker than KMP's," said Standard & Poor's credit analyst Manish Consul. S&P expects Copano will be a wholly owned subsidiary of KMP, with KMP assuming Copano's adjusted debt of about $1.4 billion (this includes the 100% debt treatment to Copano's $300 million preferred issuance to an affiliate of TPG Capital as per S&P's criteria). Before the acquisition, S&P expected Copano's debt to EBITDA to be about 5.25x in 2013, down from 6.2x for year-end 2012. S&P expects Copano's fee-based cash flow to be about 60% by 2013. Copano operates about 6,900 miles of pipelines with 2.7 billion cubic feet per day (bcf/d) of natural gas throughput capacity and nine processing plants with more than 1 bcf/d of processing capacity and 315 million cubic feet per day of treating capacity. S&P expects to resolve the positive CreditWatch status of the Copano rating when the transaction is complete in the second quarter of 2013. Although Copano will be a wholly owned subsidiary of KMP, S&P considers it to be considerably weaker on a stand-alone basis. As a result, S&P expects to raise the corporate credit rating of Copano to near or in line with that of KMP when the acquisition is complete. COPYTELE INC: Has 57.4 Million Common Shares Resale Prospectus -------------------------------------------------------------- CopyTele, Inc., filed with the U.S. Securities and Exchange Commission a Form S-1 registration statement relating to the resale of up to 57,400,130 shares of common stock, par value $0.01 per share, of the Company held by certain selling stockholders, consisting of the following: * 9,380,000 shares of Common Stock issued or issuable upon exercise of common stock purchase warrants issued to 10 accredited investors in our February 2011 private placement; * 8,252,895 shares of Common Stock issued upon conversion of $750,000 principal amount of 8% convertible debentures plus accrued interest thereon issued to five accredited investors in the Company's September 2012 private placement; * 19,267,235 shares of Common Stock issuable upon conversion of $1,765,000 principal amount of 8% convertible debentures plus accrued interest thereon and exercise of common stock purchase warrants issued to 20 accredited investors and the placement agent in the Company's January 2013 private placement; * 500,000 shares of Common Stock issuable upon exercise of common stock purchase warrants issued to ZQX Advisors, LLC, in connection with a consulting agreement we entered into with them in August 2009; and * 20,000,000 shares of Common Stock in the aggregate issued or issuable to Aspire Capital Fund, LLC, pursuant to a common stock purchase agreement between the Company and Aspire Capital, dated April 23, 2013. The Company will not receive any proceeds from the resale of any of the shares of Common Stock. However, the Company has received $500,000 in gross proceeds, and in the future may receive up to an aggregate of $9.5 million in additional gross proceeds, from the sale of its Common Stock to Aspire Capital, pursuant to the Purchase Agreement once the registration statement, of which this prospectus is a part, is declared effective. The Company may also receive proceeds from the sale of securities upon the exercise of the warrants issued in its January 2013 and February 2011 private placements and the exercise of warrants issued to ZQX Advisors, LLC (to the extent the registration statement of which this prospectus is a part is then effective and, if applicable, the "cashless exercise" provision is not utilized by the holder). The Company's common stock is quoted on the OTC Bulletin Board under the symbol "COPY." A copy of the Form S-1 Prospectus is available for free at: http://is.gd/PGtXjk About CopyTele Melville, N.Y.-based CopyTele, Inc.'s principal operations include the development, production and marketing of thin flat display technologies, including low-voltage phosphor color displays and low-power passive E-Paper(R) displays, and the development, production and marketing of multi-functional encryption products that provide information security for domestic and international users over several communications media. Copytele Inc. incurred a net loss of $4.25 million for the year ended Oct. 31, 2012, compared with a net loss of $7.37 million during the prior fiscal year. KPMG LLP, in Melville, New York, issued a "going concern" qualification on the consolidated financial statements for the fiscal year ended Oct. 31, 2012. The independent auditors noted that the Company has suffered recurring losses from operations, has negative working capital, and has a shareholders' deficiency that raise substantial doubt about its ability to continue as a going concern. The Company's balance sheet at Jan. 31, 2013, showed $7.52 million in total assets, $8.84 million in total liabilities and a $1.32 million total shareholders' deficiency. CUBIC ENERGY: To Acquire East Texas EagleBine Assets for $46MM -------------------------------------------------------------- Cubic Energy, Inc., has entered into a definitive agreement to acquire proven reserves, oil & natural gas production and undeveloped leasehold interest in Leon and Robertson Counties, Texas from Gastar Exploration Texas, LP. The acquisition price to be paid by Cubic is $46,000,000 and includes drilling rights on approximately 16,300 net acres and production of approximately 2,050 boepd (97% gas: 3% oil) using a 6:1 conversion rate. The transaction is expected to close on or before June 5, 2013, subject to customary due diligence and closing adjustments, and with a property purchase price effective Jan. 1, 2013, for purposes of allocating revenues and expenses and capital costs between GETLP and Cubic. Calvin A. Wallen III, Cubic's chairman, CEO & president stated, "We are excited to take the first step in transitioning Cubic to a diversified oil & natural gas company. As Cubic moves forward with additional acquisitions, the East Texas EagleBine Assets will prove to be a critical first step with its upside in the oil rich Cretaceous Zone, including the Eagleford & Woodbine intervals. The asset also gives us great flexibility with the deeper Bossier, a prolific and highly commercial play that we have the option to develop as natural gas pricing improves." A copy of the Purchase and Sale Agreement is available at: http://is.gd/9uX10K About Cubic Energy Cubic Energy, Inc., headquartered in Dallas, Tex., is an independent upstream energy company engaged in the development and production of, and exploration for, crude oil and natural gas. Its oil and gas assets and activities are concentrated in Louisiana. Philip Vogel & Co. PC, in Dallas, Texas, issued a "going concern" qualification on the consolidated financial statements for the year ended June 30, 2012. The independent auditors noted that the Company has experienced recurring net losses from operations and has uncertainty regarding its ability to meet its loan obligations which raise substantial doubt about its ability to continue as a going concern. The Company's balance sheet at Dec. 31, 2012, showed $18.48 million in total assets, $28.85 million in total liabilities, all current, and a $10.36 million total stockholders' deficit. Bankruptcy Warning "Our debt to Wells Fargo, with a principal amount of $25,865,110, is due on March 31, 2013, and the Wallen Note, with a principle amount of $2,000,000, is due April 1, 2013, and both are classified as current debt. As of December 31, 2012, we had a working capital deficit of $26,312,271. Our ability to make scheduled payments of the principal of, to pay interest on or to refinance our indebtedness depends on our ability to obtain additional debt and/or equity financing, which is subject to economic and financial factors beyond our control. Our business will not generate cash flow from operations sufficient to pay our obligations to Wells Fargo and under the Wallen Note. We may be required to adopt one or more alternatives, such as selling assets, restructuring debt or obtaining additional equity capital on terms that may be onerous or highly dilutive. Our ability to refinance our indebtedness will depend on the capital markets and our financial condition in the immediate future, as well as the value of our properties. We may not be able to engage in any of these activities or engage in these activities on desirable terms, which could result in a default on our debt and have an adverse effect on the market price of our common stock. "We may not be able to secure additional funds to make the required payments to Wells Fargo. If we are not successful, Wells Fargo may pursue all remedies available to it under the terms of the Credit Facility including but not limited to foreclosure on our assets or force the Company to seek protection under applicable bankruptcy laws. If either of those were to occur, our shareholders might lose their entire investment," the Company said in its quarterly report for the period ended Dec. 31, 2012. CUI GLOBAL: Acquires Orbital-UK for $26.2 Million ------------------------------------------------- CUI Global, Inc., has closed on its acquisition of 100% of the capital stock of Orbital Gas Systems Limited, a United Kingdom- based provider of natural gas infra-structure and advanced technology, including metering, odorization, remote telemetry units and a diverse range of personalized gas engineering solutions to the gas utilities, power generation, emissions, manufacturing and automotive industries. The purchase price for the acquisition of Orbital was GBP17,000,000, subject to purchase price adjustments, 100% of the purchase price was paid in cash. Effective immediately, Orbital-UK will become a wholly owned subsidiary of CUI Global. Andrew Ridge will continue as the managing director of Orbital-UK. William Clough will remain as president and CEO of CUI Global, and assume the role of CEO of Orbital-UK. CUI Global does not expect any organizational changes to Orbital-UK's operations in the United Kingdom or elsewhere. The acquisition offers significant synergies for revenue growth. Orbital-UK's internationally recognized expertise in the natural gas industry, including bringing together the patented VE- technology with the Vergence(R) GasPT2 device from CUI Global offer natural gas operators/users a comprehensive solution set for the next generation of energy metering systems. In addition, Orbital-UK's in-house engineering capabilities, manufacturing relationships, and R&D infrastructure are expected to accelerate the adoption of the GasPTi device, while allowing the company to control all calibration, packaging, delivery, engineering support and more within the Orbital-UK facilities; thus allowing CUI Global to capture an even larger percentage of operating margins from the final, packaged device - Anticipated cost synergies include leveraging existing sales and distribution infrastructure for cross-selling opportunities. The acquisition will also immediately add significant revenues and earnings to CUI Global. The acquisition was concluded with a portion of the proceeds of a $48.3 million follow-on offering the company recently completed with the assistance of Craig-Hallum Capital Group LLC (acting as sole book-running manager of the offering) and Merriman Capital, Inc. (acting as co-manager of the offering). Following the acquisition and associated costs of the raise, the company will have more than $20,000,000 or $1.00 per share in cash and cash equivalents available for marketing, sales, R&D, and other working capital needs. "This transaction effectively positions CUI Global for even more accelerated growth," explained William Clough, CUI Global's president & CEO. "Orbital-UK's talent base of technical employees and their world-class engineering and support team, not to mention their sterling reputation within the natural gas industry, will enable us to speed market adoption of our combined GasPTi device; while CUI Global's established network of global distributors will allow Orbital-UK to market its broad portfolio of natural gas products to a much larger audience." "This is a very significant company milestone for Orbital," explained Orbital-UK's managing director, Andy Ridge. "With the combination of these two companies we will now be able to expand our programs and services for our existing customer base, as well as pursue growth opportunities across a much broader market. As part of a global entity, we expect enhanced visibility in the market and heightened awareness for our company offerings. Further, the addition of the Vergence GasPT2 technology to our current product line is expected to increase our ability to penetrate new markets and thereby grow our core business." Since it was formed in 1984, Orbital-UK has focused its attention on providing superior customer service, advanced technology solutions and a dedication to product quality unequaled in the natural gas industry. Orbital-UK's customers, including National Grid (the national gas transmission company for the UK), all of the UK's gas distribution networks, and others such as Jaguar Motor Cars, BMW, and more, have come to rely on its team of talented and knowledgeable employees for crucial engineering support and specialized knowledge. Its value-added services and innovative products reduce the time it takes to identify, design and begin cost effective delivery of new technology to the natural gas and other industries. "The acquisition of Orbital-UK, with the associated increase in revenues, earnings and working capital, and the dramatic increase in our ability to penetrate the natural gas market, while capturing even more operational margin, all combine to further our strategy of making opportunistic, synergistic acquisitions of either technology, personnel, or companies that will increase our growth and, thereby, enhance our shareholder value - this transaction certainly encapsulates all of those positive elements," Clough concluded. About CUI Global Tualatin, Ore.-based CUI Global, Inc., formerly known as Waytronx, Inc., is a platform company dedicated to maximizing shareholder value through the acquisition, development and commercialization of new, innovative technologies. CUI Global reported a net loss allocable to common stockholders of $48,763 in 2011, compared with a net loss allocable to common stockholders of $7.01 million in 2010. As reported by the TCR on April 8, 2011, Webb & Company, in Boynton Beach, Florida, expressed substantial doubt about CUI Global's ability to continue as a going concern. The independent auditors noted that the Company has a net loss of $7,015,896, a working capital deficiency of $675,936 and an accumulated deficit of $73,596,738 at Dec. 31, 2010. Webb & Company did not include a "going cocern qualification" in its report on the Company's 2011 financial results. The Company's balance sheet at Sept. 30, 2012, showed $36.61 million in total assets, $11.79 million in total liabilities and $24.82 million in total stockholders' equity. DEE ALLEN: Chapter 11 Trustee Files Liquidating Plan ---------------------------------------------------- Gil A. Miller, the duly-appointed Chapter 11 Trustee for Dee Allen Randall, et al., has filed with the U.S. Bankruptcy Court for the District of Utah a proposed Chapter 11 Trustee's Liquidating Plan of Reorganization under Section 1121 of the Bankruptcy Code. Pursuant to the proposed Trustee Plan, all holders of Allowed Claims are to be paid from the assets of the Consolidated Estate as provided for in the Plan. Holders of equity interests, if any, in Class 18 are not entitled to receive or retain any property under the Plan and, therefore, under Section 1126(g) of the Bankruptcy Code, holders of Equity Interests in Class 18 are deemed to have rejected the Plan. The Trustee has segregated the various claims against and Interests in the Consolidated Debtors as shown below: * Class 1 consists of all Allowed Secured Claims on the 1505 N. 1200 W. Property. * Class 2 consists of all Allowed Secured Claims on Randall's 71.9% undivided interest in the 811 S. Main Property. * Class 3 consists of all Allowed Secured Claims on Horizon Mortgage's 39% undivided interest in the 87 N. Adamswood Property, * Class 4 consists of all Allowed Secured Claims on Randall's interest in the 990 N. Rainbow Drive Property * Class 5 consists of all Allowed Secured Claims on Randall's interest in Parcel 1 of the 1072 S. Lloyd Property and/or on Horizon Financial's interest in Parcel 2 of the 1072 S. Lloyd Property. * Class 6 consists of all Allowed Secured Claims on Horizon Mortgage's 50% undivided interest in the two parcels of the Sunset Property at the addresses of 124 West 800 North and 116 West 800 North, Sunset, Utah. * Class 7 consists of all Allowed Secured Claims on Randall's interest in the third parcel of the Sunset Property at the addresses of 78 West 800 North, Sunset, Utah. * Class 8 consists of all Allowed Secured Claims on Horizon Mortgage's 58% undivided interest in the 715 - 721 N. 400 W. Property. * Class 9 consists of all Allowed Secured Claims on Horizon Mortgage's interests in Lot 2 (768 Fort Lane) and Lot 3 (790 Fort Lane) of the Fort Lane Property. * Class 10 consists of all Allowed Secured Claims on Horizon Mortgage's 60% undivided interest in Lot 4 (812 Fort Lane) of the Fort Lane Property. * Class 11 consists of all Allowed Secured Claims on Horizon Mortgage's interest in Units 101-104, 701-704, 801-804, and 1101- 1104 of the 1427 W. 1650 N. Property. * Class 12 consists of all Allowed Secured Claims on Randall's interest in Units 901-904 of the 1427 W. 1650 N. Property. * Class 13 consists of all Allowed Secured Claims on Randall's interest in the 1634 N. Angel St. Property. * Class 14 consists of all Allowed Secured Claims on Horizon Financial's interest in the Sandy Office Building Property. * Class 15 consists of all Allowed Priority Unsecured Claims, if any. * Class 16 consists of all Allowed Non-Investor Trade Creditor Unsecured Claims. * Class 17 consists of all Allowed Victim Claims. * Class 18 consists of all Equity Interests in the Debtors. Treatment of First Lien Holders The holders of the Secured Claims in Class 1(A), Class 2(A), Class 3(A), Class 4(A), Class 6(A), Class 7(A), Class 8(A), Class 9(A), Class 9(B), Class 10(A), Class 11(A), Class 11(B), Class 11(C), Class 11(D), Class 12(A), Class 13(A), and Class 14(A) (collectively the "First Lien Holders") have been paid in full on all of their claims against the Debtors from the sale proceeds that they received pursuant to Bankruptcy Court Final Orders from the sales of their respective Collateral. Such payments to the First Lien Holders will be in full satisfaction of their Secured Claims and in full satisfaction of any indebtedness and any other obligations owed by any of the Debtors to the First Lien Holders. Treatment of Other Secured Claims Each holder of all other Allowed Secured Claims other than the Secured Claims of the First Lien Holders will receive Cash in an amount equal to such Allowed Secured Claim, including any interest thereon required to be paid pursuant to Section 506(b) of the Bankruptcy Code. For those Allowed Secured Claims that were secured by Collateral on multiple real properties, the holders of such Allowed Secured Claims will only receive one satisfaction of their Allowed Secured Claims, and the Trustee will retain the discretion to determine which proceeds from which real properties secured by such Allowed Secured Claims will be used to satisfy such Allowed Secured Claims in full. To the extent that the proceeds from the sale of the Collateral securing any asserted Secured Claim are insufficient to pay any portion or all of such asserted Secured Claim, after the priority of such asserted Secured Claim to the sale proceeds has been determined, the unpaid deficiency balance of such asserted Secured Claim will be Allowed as an Allowed Victim Claim (but only if the holder of such asserted Secured Claim is also a Victim) or otherwise as a Non-Investor Trade Creditor Unsecured Claim, to the extent that the Trustee has not otherwise objected to such Claim. Treatment of Allowed Priority Unsecured Claims Each holder of an Allowed Priority Unsecured Claim, if any, will be paid in full on the later of (i) the Effective Date, or (ii) within five (5) Business Days of the date that the holder's Priority Unsecured Claim is an Allowed Claim. Treatment of Non-Investor Trade Creditor Unsecured Claims Each holder of an Allowed Non-Investor Trade Creditor Unsecured Claim, if any, will be paid ten percent (10.0%) of the Allowed Claim on the later of (i) the Effective Date, or (ii) within five (5) Business Days of the date that the holder's Non-Investor Trade Creditor Unsecured Claim is an Allowed Claim, in full satisfaction of such Allowed Claim. Treatment of Victim Claims Each holder of an Allowed Victim Claim will be paid from the Victim Funds as follows: (i) on the Initial Distribution Date, such holder will receive a distribution of available Victim Funds pursuant to the Rising Tide Distribution Method; and (ii) any subsequent distribution on account of Allowed Victim Claims will be made, when appropriate in the Trustee's sole discretion, using the same Rising Tide Distribution Method. In addition, each holder of an Allowed Victim Claim that has made a timely Private Actions Trust Election and thereby assigned his or her Victim Causes of Action to the Private Actions Trust will receive outside of the Plan the additional distributions (if any) to which such holder of any Allowed Victim Claim becomes entitled pursuant to the terms of the Private Actions Trust. A copy of the proposed Chapter 11 Trustee Liquidating Plan is available at http://bankrupt.com/misc/deeallen.doc1070.pdf About Dee Allen Randall Dee Allen Randall in Kaysville, Utah, filed for Chapter 11 bankruptcy (Bankr. D. Utah Case No. 10-37546) on Dec. 20, 2010, to forestall creditors while he reorganized his finances. His companies include Horizon Mortgage & Investment, Horizon Financial & Insurance Group and Horizon Auto Funding. Judge Joel T. Marker presides over the bankruptcy case. In his petition, Mr. Randall estimated $10 million to $50 million in assets and $1 million to $10 million in debts. Mr. Randall claims he was conducting a "legal Ponzi scheme," but authorities are investigating him for possible violations of the law in an operation that took in $65 million from 700 or so investors. Gil A. Miller was appointed as Chapter 11 trustee for Mr. Randall's bankruptcy estate. On Oct. 12, 2011, Mr. Miller placed Mr. Randall's corporate entities -- Horizon Auto Funding, LLC, Independent Commercial Lending LLC, Horizon Financial Center I LLC, Horizon Mortgage and Investment Inc. and Horizon Financial & Insurance Group Inc. -- in bankruptcy by filing separate Chapter 11 petitions (Bankr. D. Utah Case Nos. 11-34826, 11-34830, 11-34831, 11-34833 and 11-34834). Judge Joel T. Marker presides over the 2010 and 2011 cases. Michael R. Johnson, Esq., Brent D. Wride, Esq., and David H. Leigh, Esq., at Ray Quinney & Nebeker P.C., serve as counsel to the Chapter 11 Trustee. The cases are substantively consolidated under Case No. 10-37546. The trustee hired Fabian & Clendenin as special counsel. DENNY'S CORP: Obtains New $250 Million Credit Facility ------------------------------------------------------ Denny's Corporation has entered into a new five-year $250 million senior secured bank credit facility, comprised of a $60 million term loan and a $190 million revolving line of credit. At the time of closing there were $105 million of borrowings under the new revolving line of credit. The refinanced facility has a reduced interest rate starting at LIBOR plus 200 basis points for the term loan and revolver compared to the prior facility which had an interest rate of LIBOR plus 275 basis points. The term loan will be amortized 5% per year in the first two years, 7.5% in the subsequent two years and 10% in the fifth year with the balance due at maturity. This translates to minimum payments of $3 million to $6 million per year, compared to its old facility which had a $19 million per year amortization requirement. In addition, the Company will have the opportunity to further reduce the interest rates on the facility by achieving lower leverage ratios which would also result in further enhancing its financial flexibility. The refinancing is expected to result in annualized interest expense savings of approximately $1.3 million. The Company estimates that the closing of its new bank facility will result in a one-time charge to other nonoperating expense of approximately $1.2 million in the second quarter of 2013, as a result of charges for the unamortized portion of deferred financing costs related to the prior facility and portion of the fees related to the new facility. New Share Repurchase Authorization The Company's Board of Directors approved a new share repurchase program authorizing the repurchase of an additional 10 million shares of its common stock, in addition to repurchases previously authorized. Under this authorization, the Company may purchase its Common Stock from time to time in the open market or in privately negotiated transactions. The amount and timing of any purchases will depend upon a number of factors, including the price and availability of the Company's shares, trading volume and general market conditions Mark Wolfinger, executive vice president, chief administrative officer and chief financial officer, stated, "Our new credit facility and share repurchase authorization are testaments to the tremendous progress Denny's has made over the past several years with its franchise-focused business model, resulting in a much stronger balance sheet, supported by growing profitability and free cash flow. In addition to reducing interest costs, this refinancing provides increased flexibility for the Company to continue to return cash to shareholders while also enhancing our ability to make appropriate investments in the brand to facilitate franchisee growth." Wells Fargo Securities, LLC, Regions Capital Markets, a division of Regions Bank, and GE Capital Markets, Inc., served as the Joint Lead Arrangers and Joint Bookrunners for the new credit facility with Wells Fargo Bank, N. A., serving as Administrative Agent and L/C Issuer, and Cadence Bank, Fifth Third Bank, and RBS Citizens, N.A. serving as Co-Documentation Agents. The Company, as of April 24, 2013, has repurchased a total of 12.6 million shares since initiating its share repurchase program and has 2.4 million shares remaining to be purchased under its current six million share stock repurchase program announced in May 2012. As of March 27, 2013, the Company had 92,464,275 shares of common stock outstanding. About Denny's Corporation Based in Spartanburg, South Carolina, Denny's Corporation (NASDAQ: DENN) -- http://www.dennys.com/-- Denny's is one of America's largest full-service family restaurant chains, consisting of 1,348 franchised and licensed units and 232 company-owned units, with operations in the United States, Canada, Costa Rica, Guam, Mexico, New Zealand and Puerto Rico. The Company said in its annual report for the year ended Dec. 28, 2011, that as the Company is heavily franchised, its financial results are contingent upon the operational and financial success of its franchisees. The Company receives royalties, contributions to advertising and, in some cases, lease payments from its franchisees. The Company has established operational standards, guidelines and strategic plans for its franchisees; however, the Company has limited control over how its franchisees' businesses are run. While the Company is responsible for ensuring the success of its entire chain of restaurants and for taking a longer term view with respect to system improvements, the Company's franchisees have individual business strategies and objectives, which might conflict with the Company's interests. The Company's franchisees may not be able to secure adequate financing to open or continue operating their Denny's restaurants. If they incur too much debt or if economic or sales trends deteriorate such that they are unable to repay existing debt, it could result in financial distress or even bankruptcy. If a significant number of franchisees become financially distressed, it could harm the Company's operating results through reduced royalties and lease income. The Company's balance sheet at Sept. 26, 2012, showed $325.85 million in total assets, $325.29 million in total liabilities and $563,000 in total shareholders' equity. * * * Denny's carries 'B2' corporate family and probability of default ratings from Moody's Investors Service. DEX ONE: Completes SuperMedia Merger, Exits Chapter 11 ------------------------------------------------------ Dex One Corporation and SuperMedia Inc. on April 30 announced the completion of their merger, creating Dex Media, Inc. -- one of the largest national providers of social, local and mobile marketing solutions through direct relationships with local businesses. The common stock of Dex Media will begin trading May 1, 2013 on the NASDAQ stock exchange under the symbol: DXM. Completion of the merger occurred simultaneously with each company's emergence from Chapter 11 bankruptcy protection on April 30. Each of Dex One Corporation's and SuperMedia Inc.'s "pre-packaged" Plans of Reorganization became effective following confirmation of the plans by the United States Bankruptcy Court for the District of Delaware on April 29, 2013. "Dex Media is positioned to help businesses across the country grow, with over 2,700 marketing consultants already advising approximately 665,000 local businesses across social, local and mobile media," said Peter McDonald, president and CEO of Dex Media. "We intend to seize the opportunity to create additional value for existing and new clients, employees and investors. I want to recognize the outstanding performance of Dex One and SuperMedia employees over the past few years to transform the companies and make the merger and creation of Dex Media possible." "This combination establishes Dex Media as a powerful marketing services company with digital revenue approaching $500 million and a near national footprint," said Alan Schultz, chairman of the board of directors of Dex Media. "The company plans to leverage its strong free cash flow generation, expense synergies and tax assets to build on its offline foundation to offer effective marketing solutions and reduce debt." Dex Media estimates it will realize approximately $150-$175 million of annual run rate cost synergies by 2015, and expects to preserve access to Dex One's remaining tax attributes and generate future attributes, in aggregate totaling as much as $1.8 billion, to offset income attributable to the combined company following the completion of the transaction. Under the terms of the agreement, legacy Dex One shareholders received 0.20 shares for each Dex One share they owned, and legacy SuperMedia shareholders received 0.4386 shares for each SuperMedia share they owned. Dex One shareholders now own approximately 60 percent and SuperMedia shareholders now own approximately 40 percent of Dex Media's newly issued common stock. While the corporate entity will be called Dex Media, the Dex One and SuperMedia brands, client-facing operations and communications will continue under the Dex One and SuperMedia brand names. Dex Media headquarters are in Dallas. Dex Media Investor Call - Tuesday, May 7 Dex Media welcomes investors, media and other interested parties to join McDonald and Samuel D. Jones, executive vice president, chief financial officer and treasurer of Dex Media, in a discussion via a webcast and teleconference on Tuesday, May 7, beginning at 10 a.m. (EDT). Individuals within the United States can access the call by dialing 888/603-6873. International participants should dial 973/582-2706. The pass code for the call is: 46200966. In order to ensure a prompt start time, please dial into the call by 9:50 a.m. (EDT). A replay of the teleconference will be available at 800/585-8367. International callers can access the replay by calling 404/537-3406. The replay pass code is: 46200966. The replay will be available through May 21, 2013. In addition, a live Web cast will be available on Dex Media's Web site in the Investor Relations section at www.DexMedia.com. About Dex One Dex One Corp., headquartered in Cary, North Carolina, is a local business marketing services company that includes print directories and online voice and mobile search. The company employs 2,200 people across the United States. Dex One provides print yellow pages directors, which it co-brands with other recognizable brands in the industry, including Century Link and AT&T. It also provides the yellow pages websites DexKnows.com and DexPages.com, as well as mobile apps Dex Mobile, Dex CityCentral. Dex One and 11 affiliates sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 13-10534) on March 17 and 18, 2013, with a prepackaged plan of reorganization designed to effectuate a merger with SuperMedia Inc. Dex One disclosed total assets of $2.84 billion and total liabilities of $2.79 billion as of Dec. 31, 2012. Houlihan Lokey is acting as financial advisor to Dex One, and Kirkland & Ellis LLP is acting as its legal counsel. Pachulski Stang Ziehl & Jones LLP is co-counsel. Epiq Systems serves as claims agent. This is Dex One's second stint in Chapter 11. Its predecessor, R.H. Donnelley Corp., sought Chapter 11 protection in May 2009 (Bankr. Bank. D. Del. Case No. 09-11833 through 09-11852) and changed its name to Dex One Corp. after emerging from bankruptcy in January 2010. As of Dec. 31, 2012, persons or entities directly or indirectly own, control, or hold 5% or more of the voting securities of Dex One are Franklin Advisers, Inc., Hayman Capital Management LP, Robert E. Mead, Restructuring Capital Associates LP, Paulson & Co., Inc., and Mittleman Investment Management LLC. DIGITAL DOMAIN: Has Exclusive Plan Rights Until July 8 ------------------------------------------------------ Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that Digital Domain Media Group Inc. faced no opposition and consequently was given an extension until July 8 of the exclusive rights to propose a Chapter 11 plan. The report relates that DDMG, calling itself a "liquidating shell company," said in papers filed with the U.S. Bankruptcy Court in Delaware that it needs more time to "finalize ongoing litigation investigations." DDMG said it has "liquidated the vast majority of non-litigation assets." Most of the business was purchased for $36.7 million 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 report notes that there should be some recovery for the unsecured creditors as the result of a settlement negotiated by the unsecured creditors' committee with secured lenders. 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 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. DIMMITT CORN: Files List of Top 20 Unsecured Creditors ------------------------------------------------------ Dimmitt Corn Mill, LLC submitted a list that identifies the top 20 unsecured creditors. Creditors with the three largest claims are: Entity Nature of Claim Claim Amount ------ --------------- ------------ A R Insulation, Inc. $317,764 1209 W. 19th Street Odessa, TX 79763 Arthur J. Gallanger Risk $193,539 Management Serv 3000 Kilpatrick Boulevard Suite 100 Atmos Energy $24,468 P.O. Box 790311 Saint Louis, MO 63179-0311 A copy of the creditors' list is available for free at: http://bankrupt.com/misc/DIMMITT_CORN_creditors.pdf Dimmit, Texas-based Dimmitt Corn Mill, LLC, filed a Chapter 11 petition (Bankr. N.D. Tex. Case No. 13-20055) in Amarillo, Texas, on Feb. 15, 2013. The Debtor estimated assets and debts in excess of $10 million. David R. Langston, Esq., at Mullin, Hoard & Brown, in Lubbock, Texas, serves as counsel. The petition was signed by Richard Bell as president. Judge Robert L. Jones presides over the case. EDISON MISSION: Amends 2012 Annual Report to Add Info ----------------------------------------------------- Edison Mission Energy Inc. has amended its annual report on Form 10-K for the year ended Dec. 31, 2012, which was originally filed with the Securities and Exchange Commission on March 18, 2013. EME and Midwest Generation filed the Amendment No. 1 to provide the information required by Part III of that Form 10-K, Items 10, 11, 12 and 13. The Amendment does not update any other disclosures in the Original Filing to reflect developments since the original date of filing. The following items of the Original Filing on the annual report on Form 10-K are amended and restated in their entirety by this Amendment No. 1: Item 10. Directors, Executive Officers and Corporate Governance Item 11. Executive Compensation Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters; and Item 13. Certain Relationships and Related Transactions, and Director Independence. This Amendment No. 1 also sets forth an amended "Item 15. Exhibits and Financial Schedules" in its entirety and includes the new certifications from EME's and Midwest Generation's principal executive officer and principal financial officer. Unaffected items have not been repeated in this Amendment No. 1. A copy of the Amended Form 10-K is available for free at: http://is.gd/R7WI6t 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. ELEPHANT TALK: Amends 2012 Annual Report ---------------------------------------- Elephant Talk Communications Corp. has amended its annual report for the period ended Dec. 31, 2012, to include reference to certain registration statements on Form S-8 and Form S-3 in the Consent of Independent Registered Public Accounting Firm filed as Exhibit 23.1. The Amendment No. 1 amends and restates in its entirety Item 15 "Exhibits, Financial Statement Schedules". This Amendment does not affect any other parts of, or exhibits to, the Original Filing. A copy of the Amended Form 10-K is available for free at: http://is.gd/0rztRS About Elephant Talk Lutz, Fla.-based Elephant Talk Communications, Inc. (OTC BB: ETAK) -- http://www.elephanttalk.com/-- is an international provider of business software and services to the telecommunications and financial services industry. Elephant Talk disclosed a net loss attributable to the Company of $23.13 million in 2012, a net loss attributable to the Company of $25.31 million in 2011 and a net loss attributable to the Company of $92.48 million in 2010. The Company's balance sheet at Dec. 31, 2012, showed $37.47 million in total assets, $17.32 million in total liabilities and $20.14 million in total stockholders' equity. BDO USA, LLP, 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 suffered recurring losses from operations has an accumulated deficit of $203.3 million and continues to generate negative cash flows that raise substantial doubt about its ability to continue as a going concern. ELITE PHARMACEUTICALS: Lincoln Park to Resell 80.8MM Shares ------------------------------------------------------------ Elite Pharmaceuticals, Inc., filed with the U.S. Securities and Exchange Commission a Form S-1 registration statement relating to the offer and sale of up to 80,858,230 shares of common stock, par value $0.001, of the Company by Lincoln Park Capital Fund, LLC. The shares of common stock being offered by Lincoln Park have been or may be issued pursuant to the purchase agreement dated April 19, 2013, that the Company entered into with Lincoln Park. The Company is not selling any securities under this prospectus and will not receive any of the proceeds from the sale of shares by Lincoln Park. The Company will pay the expenses incurred in registering the shares, including legal and accounting fees. The Company's common stock is currently quoted on the Over-the- Counter Bulletin Board under the symbol "ELTP". On April 18, 2013, the last reported sale price of the Company's common stock on the OTCBB was $0.07. A copy of the Form S-1 is available for free at: http://is.gd/TaaHtW About Elite Pharmaceuticals Northvale, New Jersey-based Elite Pharmaceuticals, Inc., is a specialty pharmaceutical company principally engaged in the development and manufacture of oral, controlled-release products, using proprietary technology and the development and manufacture of generic pharmaceuticals. The Company has one product, Phentermine 37.5mg tablets, currently being sold commercially. Elite Pharmaceuticals reported a net loss attributable to common shareholders of $15.05 million for the year ended March 31, 2012, compared with a net loss attributable to common shareholders of $13.58 million during the prior year. Demetrius & Company, L.L.C., in Wayne, New Jersey, issued a "going concern" qualification on the consolidated financial statements for the year ended March 31, 2012, citing significant losses resulting in a working capital deficiency and shareholders' deficit, which raise substantial doubt about the Company's ability to continue as a going concern. The Company's balance sheet at Dec. 31, 2012, showed $10.37 million in total assets, $22.72 million in total liabilities and a $12.35 million total stockholders' deficit. EMISPHERE TECHNOLOGIES: Enters Into MHR Debt Restructuring Deal --------------------------------------------------------------- Emisphere Technologies, Inc. on April 29 disclosed that it has reached agreement with MHR Fund Management LLC and its various affiliated funds to restructure the terms of its obligations under various promissory notes issued to MHR. Under the terms of its obligations to MHR, the Company currently owes MHR approximately $35 million, all of which was either past due or payable on demand. These obligations include approximately $32.9 million due and payable under the 11% senior secured convertible notes issued to MHR in 2006, approximately $0.6 million due and payable under certain promissory notes issued to MHR in 2010, and approximately $1.5 million due and payable under certain promissory notes issued to MHR in 2012. Under the terms of the restructuring agreement entered into with MHR, upon the closing of the transactions contemplated by the Restructuring Agreement, the MHR Convertible Notes, which matured under their original terms on September 26, 2012, will mature on September 26, 2017 (subject to acceleration upon the occurrence of certain specified events of default), the interest rate of the MHR Convertible Notes will be increased from 11% to 13% (the interest rate that has been applicable to the notes since September 26, 2012), and will continue to be payable in the form of additional MHR Convertible Notes rather than in cash. The restructured MHR Convertible Notes will continue to be collateralized by a first priority lien in favor of MHR on substantially all of the Company's assets, and must be redeemed from time to time pursuant to a cash sweep of approximately 40% of the Company's Consolidated Free Cash Flow (as defined in the amended and restated MHR Convertible Notes). The closing of the transactions contemplated by the Restructuring Agreement is subject to various conditions, including the receipt by Emisphere of $10 million pursuant to the amendment to the GLP-1 Development Agreement with Novo Nordisk announced today by the Company. Under the terms of the restructuring agreed with MHR, this $10 million will not be subject to the cash flow sweep and will be available to the Company to fund its operations. In addition, under the terms of the Restructuring Agreement, the Company and MHR agreed at closing, to, among other things: -- Re-price the conversion rate for the restructured MHR Convertible Notes from $3.78 to $1.25 per share of common stock (subject to adjustment as described in the amended and restated MHR Convertible Notes); -- Re-price warrants currently held by MHR to purchase approximately 12 million shares of the Company's common stock from an average exercise price of $1.15 to $0.50 per share, and extend the expiration date of such warrants to July 6, 2019; -- Issue to MHR additional warrants to purchase approximately 10 million shares of the Company's common stock at an exercise price of $0.50 per share, which warrants will expire in July 6, 2019; -- Amend and restate the Bridge Notes, formerly due on demand, to provide for a maturity date of September 26, 2017 and for such Bridge Notes to be convertible, at the option of the holder, into the Company's common stock at a conversion rate of $0.50 per share of common stock (subject to adjustment as described in the amended and restated Bridge Notes); and -- Amend and restate the Reimbursement Notes, formerly due on September 26, 2012, to provide for a maturity date of April 26, 2014 and for such Reimbursement Notes to be convertible, at the option of the holder, into the Company's common stock at a conversion rate of $0.50 per share of common stock (subject to adjustment as described in the amended and restated Reimbursement Notes). A special committee of the Company's board of directors, composed of independent directors, negotiated the terms of the Restructuring Agreement and the transactions contemplated thereby with the advice of its legal and financial advisors, and the Restructuring Agreement was unanimously approved by the disinterested members of the board of directors with the unanimous affirmative recommendation of the special committee. "MHR's continuing support and vote of confidence remains vital to the Company's interests," said Alan L. Rubino, President and Chief Executive Officer of Emisphere. "The Restructuring Agreement will allow the Company to build sustainable momentum with a stronger runway on which to create greater value for all shareholders," added Mr. Rubino. Emisphere's broad-based drug delivery technology platform, known as the Eligen Technology, uses proprietary, synthetic chemical compounds, known as Emisphere delivery agents and often referred to as "carriers". Emisphere's Eligen Technology makes it possible to effectively deliver an active therapeutic molecule, large and small, without altering its chemical form or biological integrity. About Emisphere Cedar Knolls, N.J.-based Emisphere Technologies, Inc., is a biopharmaceutical company that focuses on a unique and improved delivery of therapeutic molecules or nutritional supplements using its Eligen(R) Technology. These molecules are currently available or are under development. Emisphere Technologies, Inc., filed with the U.S. Securities and Exchange Commission its annual report on Form 10-K disclosing a net loss of $1.92 million on $0 of revenue for the year ended Dec. 31, 2012, as compared with net income of $15.05 million on $0 of revenue during the prior year. For the three months ended Dec. 31, 2012, the Company reported net income of $627,000 on $0 of revenue, as compared with net income of $19.81 million on $0 of revenue for the same period a year ago. The Company's balance sheet at Dec. 31, 2012, showed $2.17 million in total assets, $68.24 million in total liabilities and a $66.06 million total stockholders' deficit. Going Concern Doubt McGladrey 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 suffered recurring losses from operations, has a significant working capital deficiency, has limited cash availability and is in default under certain promissory notes. This raises substantial doubt about the Company's ability to continue as a going concern. EMPIRE RESORTS: Amends 6.3 Million Shares Prospectus ---------------------------------------------------- Empire Resorts, Inc., filed with the U.S. Securities and Exchange Commission amendment no.1 to the Form S-1 registration statement relating to the registration of 6,032,153 shares of common stock of the Company issuable upon exercise of subscription rights. Empire Resorts is granting at no charge to the holders of the Company's common stock, par value $0.01 per share, and Series B Preferred Stock, par value $0.01 per share, non-transferable subscription rights to purchase one share of the Company's common stock at a subscription price of $1.8901 per share. Each holder will receive one subscription right for each five shares of common stock owned, or into which the Series B Preferred Stock was convertible, on April 8, 2013. Each subscription right will entitle its holder to purchase one share of the Company's common stock at the subscription price. The purpose of this rights offering is to raise equity capital in a cost-effective manner that allows current holders to participate. The net proceeds will be used to fund the expenses of the Company's new development project, which may include permitting, infrastructure and shared master planning costs and expenses, and for general working capital purposes. The Company has entered into a standby purchase agreement with Kien Huat Realty III Limited, the Company's largest stockholder, whereby Kien Huat has agreed to exercise in full its basic subscription rights. A copy of the Amended Prospectus is available for free at: http://is.gd/fuQOkG About Empire Resorts Based in Monticello, New York, Empire Resorts, Inc. (NASDAQ: NYNY) -- http://www.empireresorts.com/-- owns and operates Monticello Casino & Raceway, a video gaming machine and harness racing track and casino located in Monticello, New York, 90 miles northwest of New York City. Empire Resorts reported a net loss applicable to common shares of $2.26 million in 2012, as compared with a net loss applicable to common shares of $1.57 million in 2011. The Company's balance sheet at Dec. 31, 2012, showed $52.44 million in total assets, $27.63 million in total liabilities and $24.81 million in total stockholders' equity. EXIDE TECH: Lazard, Akin Gump Hired for Restructuring Advice ------------------------------------------------------------ Debtwire.com published a report early last month that Exide Technologies had hired financial advisory firm Lazard and the law firm of Akin Gump LLP to advise on the Company's financial restructuring after prior restructuring efforts stalled. On this news, Exide's shares fell $1.24 a share to $1.37 a share, a 46% drop on April 4, before trading in the stock was halted. That month, law firms including Glancy Binkow & Goldberg LLP and Pomerantz Grossman Hufford Dahlstrom & Gross LLP launched class action lawsuits against Exide and certain of its officers in the U.S. District Court for the Central District of California on behalf of a class comprising all purchasers of Exide common stock between February 9, 2012 and April 3, 2013, inclusive. The Complaint alleges that throughout the Class Period the Company and certain of its executive officers issued false or misleading statements or failed to disclose material adverse facts concerning the Company's operations and financial prospects. The Complaint alleges that during the Class Period defendants knew but misrepresented or failed to disclose to the investing public that: (a) Exide was exposing residents near its Vernon, California, battery recycling facility to dangerously high levels of arsenic and other pollutants; (b) Exide knew, based on actual and projected revenues and expenses, that the Company would not be able to meet its debt repayment obligations and other pledges and promises under a $200 million revolving facility, a $675 million bond, and a $55.7 million floating rate convertible note due in September 2013; and (c) as a result, Exide knew its environmental liabilities, debt obligations and potential insolvency supported neither Exide's statements to investors that the Company was solvent, its quarterly guidance, nor the inflated share price targets the investment community was modeling based on defendants' Class Period statements and guidance. On March 22, 2013, the Company's recycling facility in Vernon was cited by the South Coast Air Quality Management District (AQMD) as posing a greater cancer risk to residents of Southern California than any of the more than 450 facilities the agency has regulated in the last 25 years. Then, on April 3, Los Angeles City Council members held a public hearing asking the government to press charges against the Company to correct the health risk posed by the Company's environmental contamination. No class has yet been certified yet. About Exide Technologies Headquartered in Princeton, New Jersey, Exide Technologies (NASDAQ: XIDE) -- http://www.exide.com/-- manufactures and distributes lead acid batteries and other related electrical energy storage products. The Company filed for Chapter 11 protection (Bankr. Del. Case No. 02-11125) on April 14, 2002. Matthew N. Kleiman, Esq., and Kirk A. Kennedy, Esq., at Kirkland & Ellis, and James E. O'Neill, Esq., at Pachulski Stang Ziehl & Jones LLP represented the Debtors in their successful restructuring. The Court confirmed Exide's Amended Joint Chapter 11 Plan on April 20, 2004. The plan took effect on May 5, 2004. While it has emerged from bankruptcy, reorganized Exide continues to resolve claims filed against it in the Bankruptcy Court. FAIRWEST ENERGY: Gets CCAA Extension; Fails to File Financials -------------------------------------------------------------- FairWest Energy Corporation on April 29 disclosed that it has obtained an Order on April 26, 2013 from the Court of Queen's Bench of Alberta extending the stay of proceedings granted to FairWest under the Companies' Creditors Arrangement Act to May 31, 2013. The April 26 Order also provides for an increase in maximum amount available under the debtor-in-possession financing facility with Supreme Group Inc. to $1,600,000. FairWest also disclosed that it will not be in a position to file its annual financial statements and corresponding management discussion and analysis for the year ended December 31, 2012. In anticipation of FairWest's failure to file, FairWest notified each of securities commissions or similar regulators in each of the provinces of Canada in which FairWest is a reporting issuer. FairWest does not anticipate being in a position to file the Annual Financials at any time in the future. The failure to file the Annual Financials may result in the issuance of a cease trade order by the Alberta Securities Commission and the other Commissions prohibiting the trading of all securities of FairWest. A cease trade order, if issued, would remain in effect until such time as FairWest filed its Annual Financials. FairWest has also advised the TSX Venture Exchange that it will not be in a position to pay the annual listing fees of the TSXV. Pursuant to the policies of the TSXV, non-payment of annual listing fees will result in the eventual delisting of FairWest common shares from the TSXV. About FairWest Energy FairWest is a Calgary, Alberta based junior oil and gas company engaged in the acquisition, exploration, development and production of crude oil, natural gas and natural gas liquids in the provinces of Alberta and Saskatchewan. FairWest an Initial Order on Dec. 12, 2012 from the Court of Queen's Bench of Alberta granting relief to FairWest under the Companies' Creditors Arrangement Act ("CCAA") and appointing PricewaterhouseCoopers Inc. as the monitor. FIRST BANKS: Earned $6.7 Million in First Quarter ------------------------------------------------- First Banks, Inc., reported net income of $6.75 million on $37.92 million of net interest income for the three months ended March 31, 2013, as compared with net income of $6.83 million on $43.77 million of net interest income for the same period a year ago. Terrance M. McCarthy, president and chief executive officer of the Company, said, "We are very pleased to report continued positive earnings and growth in key capital ratios. Our financial performance reflects continued improvement in asset quality, including reductions in related expenses such as provision for loan losses and write-downs and other expenses on other real estate properties. Those improvements were somewhat offset by a decline in net interest income resulting from a decrease in loans and the challenging interest rate environment facing the banking industry. We are actively developing and implementing strategies to improve new loan origination and noninterest income levels throughout the remainder of 2013." A copy of the press release is available for free at: http://is.gd/qSHsfW About First Banks First Banks, Inc., is a registered bank holding company incorporated in Missouri in 1978 and headquartered in St. Louis, Missouri. The Company operates through its wholly owned subsidiary bank holding company, The San Francisco Company, or SFC, headquartered in St. Louis, Missouri, and SFC's wholly owned subsidiary bank, First Bank, also headquartered in St. Louis, Missouri. First Banks disclosed net income of $25.98 million in 2012, as compared with a net loss of $44.10 million in 2011. The Company's balance sheet at Dec. 31, 2012, showed $6.50 billion in total assets, $6.20 billion in total liabilities and $299.95 million in total stockholders' equity. Regulatory Agreements On March 24, 2010, the Company, SFC and First Bank entered into a Written Agreement with the FRB requiring the Company and First Bank to take certain steps intended to improve their overall financial condition. Pursuant to the Agreement, the Company prepared and filed with the FRB a number of specific plans designed to strengthen and address the following matters: (i) board oversight over the management and operations of the Company and First Bank; (ii) credit risk management practices; (iii) lending and credit administration policies and procedures; (iv) asset improvement; (v) capital; (vi) earnings and overall financial condition; and (vii) liquidity and funds management. "While the Company and First Bank intend to take such actions as may be necessary to comply with the requirements of the Agreement with the FRB and informal agreement with the MDOF, there can be no assurance that the Company and First Bank will be able to comply fully with the requirements of the Agreement or that First Bank will be able to comply fully with the provisions of the informal agreement, that compliance with the Agreement and the informal agreement will not be more time consuming or more expensive than anticipated, that compliance with the Agreement and the informal agreement will enable the Company and First Bank to maintain profitable operations, or that efforts to comply with the Agreement and the informal agreement will not have adverse effects on the operations and financial condition of the Company or First Bank. If the Company or First Bank is unable to comply with the terms of the Agreement or the informal agreement, respectively, the Company and First Bank could become subject to various requirements limiting the ability to develop new business lines, mandating additional capital, and/or requiring the sale of certain assets and liabilities. Failure of the Company or First Bank to meet these conditions could lead to further enforcement action by the regulatory agencies. The terms of any such additional regulatory actions, orders or agreements could have a materially adverse effect on the Company's business, financial condition or results of operations," according to the Company's annual report for the year ended Dec. 31, 2012. FIRST SECURITY: Offering 60.7 Million Common Shares --------------------------------------------------- First Security Group, Inc., filed with the U.S. Securities and Exchange Commission a Form S-1 registration statement to register 60,735,000 shares of common stock for a proposed maximum aggregate offering price of $169.4 million. Shares of the Company's common stock are traded on the NASDAQ Capital Market under the symbol "FSGI". The closing sale price of the Company's common stock as reported on the NASDAQ Capital Market on April 24, 2013, was $3.15 per share. A copy of the prospectus is available for free at: http://is.gd/Wm6Ji9 About First Security Group First Security Group, Inc., is a bank holding company headquartered in Chattanooga, Tennessee, with $1.2 billion in assets as of Sept. 30, 2010. Founded in 1999, First Security's community bank subsidiary, FSGBank, N.A., has 37 full- service banking offices, including the headquarters, along the interstate corridors of eastern and middle Tennessee and northern Georgia and 325 full-time equivalent employees. In Dalton, Georgia, FSGBank operates under the name of Dalton Whitfield Bank; along the Interstate 40 corridor in Tennessee, FSGBank operates under the name of Jackson Bank & Trust. In the auditors' report accompanying the financial statements for year ended Dec. 31, 2011, Joseph Decosimo and Company, PLLC, in Chattanooga, Tennessee, expressed substantial doubt about the Company's ability to continue as a going concern. The independent auditors noted that the Company has recently incurred substantial losses. The Company is also operating under formal supervisory agreements with the Federal Reserve Bank of Atlanta and the Office of the Comptroller of the Currency and is not in compliance with all provisions of the Agreements. Failure to achieve all of the Agreements' requirements may lead to additional regulatory actions. The Company reported a net loss of $23.06 million in 2011, a net loss of $44.34 million in 2010, and a net loss of $33.45 million in 2009. The Company's balance sheet at Sept. 30, 2012, showed $1.11 billion in total assets, $1.07 billion in total liabilities and $44.72 million in total shareholders' equity. FLORIDA GAMING: Silvermak Stock Purchase Agreement Expires May 10 ----------------------------------------------------------------- Florida Gaming Corporation and its wholly owned subsidiary, Florida Gaming Centers, Inc., entered into a Second Amendment to the Stock Purchase Agreement with Silvermark LLC pursuant to which the parties agreed to amend the Stock Purchase Agreement dated as of Nov. 25, 2012, to extend the agreement's expiration time until 4:00 P.M., E.T., on May 10, 2013. Before the amendment, the agreement's stated expiration time was 11:59 P.M., E.T., on April 30, 2013. About Florida Gaming Florida Gaming Corporation operates live Jai Alai games at frontons in Ft. Pierce, and Miami, Florida through its Florida Gaming Centers, Inc. subsidiary. The Company also conducts intertrack wagering (ITW) on jai alai, horse racing and dog racing from its facilities. Poker is played at the Miami and Ft. Pierce Jai-Alai, and dominoes are played at the Miami Jai-Alai. In addition, the Company operates Tara Club Estates, Inc., a residential real estate development located near Atlanta in Walton County, Georgia. Approximately 46.2% of the Company's common stock is controlled by the Company's Chairman and CEO either directly or beneficially through his ownership of Freedom Holding, Inc. The Company is based in Miami, Florida. Florida Gaming disclosed a net loss of $22.69 million in 2012, as compared with a net loss of $21.76 million in 2011. The Company's balance sheet at Dec. 31, 2012, showed $75.09 million in total assets, $125.48 million in total liabilities and $50.39 million total stockholders' deficiency. Morrison, Brown, Argiz & Farra, LLC, in Miami, Florida, 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 experienced recurring losses from operations, cash flow deficiencies, and is in default of certain credit facilities, all of which raise substantial doubt about its ability to continue as a going concern. FREESEAS INC: Issues Add'l 300,000 Settlement Shares to Hanover --------------------------------------------------------------- The Supreme Court of the State of New York, County of New York, on April 17, 2013, entered an order approving, among other things, the fairness of the terms and conditions of an exchange pursuant to Section 3(a)(10) of the Securities Act of 1933, as amended, in accordance with a stipulation of settlement between FreeSeas Inc., and Hanover Holdings I, LLC, in the matter entitled Hanover Holdings I, LLC v. FreeSeas Inc., Case No. 153183/2013. Hanover commenced the Action against the Company on April 8, 2013, to recover an aggregate of $1,792,416 of past-due accounts payable of the Company, plus fees and costs. The Order provides for the full and final settlement of the Claim and the Action. The Settlement Agreement became effective and binding upon the Company and Hanover upon execution of the Order by the Court on April 17, 2013. Pursuant to the terms of the Settlement Agreement approved by the Order, on April 17, 2013, the Company issued and delivered to Hanover 560,000 shares of the Company's common stock, $0.001 par value. The Settlement Agreement provides that the Initial Settlement Shares will be subject to adjustment on the trading day immediately following the Calculation Period to reflect the intention of the parties that the total number of shares of Common Stock to be issued to Hanover pursuant to the Settlement Agreement be based upon a specified discount to the trading volume weighted average price of the Common Stock for a specified period of time subsequent to the Court's entry of the Order. Since the issuance of the Initial Settlement Shares and Additional Settlement Shares described above, Hanover demonstrated to the Company's satisfaction that it was entitled to receive 300,000 Additional Settlement Shares based on the adjustment formula described above, and that the issuance of that Additional Settlement Shares to Hanover would not result in Hanover exceeding the beneficial ownership limitation. Accordingly, on April 22, 2013, the Company issued and delivered to Hanover 300,000 Additional Settlement Shares pursuant to the terms of the Settlement Agreement approved by the Order. The issuance of Common Stock to Hanover pursuant to the terms of the Settlement Agreement approved by the Order is exempt from the registration requirements of the Securities Act pursuant to Section 3(a)(10) thereof, as an issuance of securities in exchange for bona fide outstanding claims, where the terms and conditions of such issuance are approved by a court after a hearing upon the fairness of those terms and conditions at which all persons to whom it is proposed to issue securities in such exchange shall have the right to appear. A copy of the Form 8-K is available for free at: http://is.gd/Od0LGK About FreeSeas Inc. Headquartered in Athens, Greece, FreeSeas Inc., formerly known as Adventure Holdings S.A., was incorporated in the Marshall Islands on April 23, 2004, for the purpose of being the ultimate holding company of ship-owning companies. The management of FreeSeas' vessels is performed by Free Bulkers S.A., a Marshall Islands company that is controlled by Ion G. Varouxakis, the Company's Chairman, President and CEO, and one of the Company's principal shareholders. The Company's fleet consists of six Handysize vessels and one Handymax vessel that carry a variety of drybulk commodities, including iron ore, grain and coal, which are referred to as "major bulks," as well as bauxite, phosphate, fertilizers, steel products, cement, sugar and rice, or "minor bulks." As of Oct. 12, 2012, the aggregate dwt of the Company's operational fleet is approximately 197,200 dwt and the average age of its fleet is 15 years. Freeseas disclosed a net loss of US$30.88 million in 2012, a net loss of US$88.19 million in 2011, and a net loss of US$21.82 million in 2010. The Company's balance sheet at Dec. 31, 2012, showed $114.35 million in total assets, $106.55 million in total liabilities and $7.80 million in total shareholders' equity. RBSM 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 recurring operating losses and has a working capital deficiency. In addition, the Company has failed to meet scheduled payment obligations under its loan facilities and has not complied with certain covenants included in its loan agreements. It has also failed to make required payments to Deutsche Bank Nederland as agreed to in its Sept. 7, 2012, amended and restated facility agreement and received notices of default from First Business Bank. Furthermore, the vast majority of the Company's assets are considered to be highly illiquid and if the Company were forced to liquidate, the amount realized by the Company could be substantially lower that the carrying value of these assets. These conditions among others raise substantial doubt about the Company's ability to continue as a going concern. FUELSTREAM INC: Amends 2012 Annual Report to Include Exhibit ------------------------------------------------------------ Fuelstream, Inc., has amended its annual report on Form 10-K for the period ended Dec. 31, 2012, for the sole purpose of furnishing Exhibit 101 to the Form 10-K. Exhibit 101 provides the financial statements and related notes from the Form 10-K formatted in XBRL (Extensible Business Reporting Language). No other changes have been made to the Form 10-K. A copy of the Amended Form 10-K is available for free at http://is.gd/UwNzN5 About Fuelstream Draper, Utah-based Fuelstream, Inc., is an in-wing and on-location supplier and distributor of aviation fuel to corporate, commercial, military, and privately-owned aircraft throughout the world. The Company also provides a variety of ground services either directly or through its affiliates, including concierge services, passenger andbaggage handling, landing rights, coordination with local aviation authorities, aircraft maintenance services, catering, cabin cleaning, customsapprovals, and third- party invoice reconciliation. The Company's personnel assist customers in flight planning and aircraft routing aircraft, obtaining permits, arranging overflies, and flight follow services. Fuelstream disclosed a net loss of $19.73 million on $1.05 million of net sales for the year ended Dec. 31, 2012, as compared with a net loss of $2.46 million on $0 of net sales for the year ended Dec. 31, 2011. The Company's balance sheet at Dec. 31, 2012, showed $223,159 in total assets, $5.65 million in total liabilities and a $5.42 million total stockholders' deficit. RBSM 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 sustained substantial net losses and stockholders' deficit. These conditions raise substantial doubt about its ability to continue as a going concern. FUSION TELECOMMUNICATIONS: Amends 2012 Annual Report ---------------------------------------------------- Fusion Telecommunications International, Inc., has amended its annual report on Form 10-K for the fiscal year ended Dec. 31, 2012, originally filed with the Securities and Exchange Commission on April 1, 2013, to include the information required by Part III (Items 10, 11, 12, 13 and 14). Except for Items 10, 11, 12, 13 and 14 of Part III and Item 15 of Part IV, no other information included in the Original Report is changed by the Amendment. A copy of the Amended Form 10-K is available at http://is.gd/4b7Kg6 About Fusion Telecommunications New York City-based Fusion Telecommunications International, Inc. (OTC BB: FSNN) is a provider of Internet Protocol ("IP") based digital voice and data communications services to corporations and carriers worldwide. The Company reported a net loss of $5.20 million in 2012, as compared with a net loss of $4.45 million in 2011. The Company's balance sheet at Dec. 31, 2012, showed $27.06 million in total assets, $33.18 million in total liabilities and a $6.11 million total stockholders' deficit. Rothstein Kass, in Roseland, New Jersey, 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 had negative working capital balances, incurred negative cash flows from operations and net losses since inception, and has limited capital to fund future operations that raises a substantial doubt about their ability to continue as a going concern. GABRIEL TECHNOLOGIES: May 5 Hearing on Chapin Fitzgerald Hiring --------------------------------------------------------------- A hearing on a request filed by Gabriel Technologies Corporation, et al., to employ Chapin Fitzgerald LLP as Special Counsel is set for May 15, 2013, at 10:00 a.m. Gabriel Technologies Corporation and one subsidiary filed separate Chapter 11 petitions (Bankr. N.D. Cal. Case No. 13-30340 and 13-30341) on Feb. 14, 2013, in San Francisco, after losing in a patent dispute with smartphone chips maker Qualcomm Inc. Gabriel Technologies, through its debtor-subsidiary Trace Technologies, LLC, holds significant intellectual property assets directed toward location-based products and services through global positioning systems. Gabriel Technologies disclosed $15 million in assets and $15 million in liabilities as of Jan. 31, 2013. The Debtors tapped the law firm of Meyers Law Group, P.C. as general bankruptcy counsel. GABRIEL TECHNOLOGIES: U.S. Trustee Names 3-Member Creditors Panel ----------------------------------------------------------------- The U.S. Trustee appointed three members to the official committee of unsecured creditors in the Chapter 11 cases of Gabriel Technologies Corporation. The Creditors Committee members are: 1. Gary D. Elliston DeHay & Elliston, LLP 3500 Bank of America Plaza 901 Main Street Dallas, TX 75202 Tel: (214) 210-2400 E-mail: gelliston@dehay.com 2. DVQ, LLC Thomas P. Lawler, Manager 800 Highland Ave, Suite 200 Orlando, FL 32803 Tel: (407) 367-0920 x 227 E-mail: tlawler@lsgorlando.com 3. Robert Lamse 6205 Chapel Hill Blvd, Suite 400 Plano, TX 75093 Phone: (972) 378-1796 E-mail: boblamse@hotmail.com Gabriel Technologies Corporation and one subsidiary filed separate Chapter 11 petitions (Bankr. N.D. Cal. Case No. 13-30340 and 13-30341) on Feb. 14, 2013, in San Francisco, after losing in a patent dispute with smartphone chips maker Qualcomm Inc. Gabriel Technologies, through its debtor-subsidiary Trace Technologies, LLC, holds significant intellectual property assets directed toward location-based products and services through global positioning systems. Gabriel Technologies disclosed $15 million in assets and $15 million in liabilities as of Jan. 31, 2013. The Debtors tapped the law firm of Meyers Law Group, P.C. as general bankruptcy counsel. GABRIEL TECHNOLOGIES: Can Hire HHR as Special Litigation Counsel ---------------------------------------------------------------- Gabriel Technologies Corporation, et al., sought and obtained approval from the U.S. Bankruptcy Court to employ Hughes Hubbard & Reed LLP as special litigation counsel to the Debtors. The firm attests it is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. Gabriel Technologies Corporation and one subsidiary filed separate Chapter 11 petitions (Bankr. N.D. Cal. Case No. 13-30340 and 13-30341) on Feb. 14, 2013, in San Francisco,, after losing in a patent dispute with smartphone chips maker Qualcomm Inc. Gabriel Technologies, through its debtor-subsidiary Trace Technologies, LLC, holds significant intellectual property assets directed toward location-based products and services through global positioning systems. Gabriel Technologies disclosed $15 million in assets and $15 million in liabilities as of Jan. 31, 2013. The Debtors tapped the law firm of Meyers Law Group, P.C. as general bankruptcy counsel. GABRIEL TECHNOLOGIES: Panel Hires Pachulski Stang as Counsel ------------------------------------------------------------ The Official Committee of Unsecured Creditors of Gabriel Technologies Corporation and Trace Technologies LLC ask the U.S. Bankruptcy Court for permission to employ Pachulski Stang Ziehl & Jones LLP as counsel. The Committee attests that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. PSZ&J expects to receive a retainer of $20,000. The firm's rates are: Professional Rates ------------ ----- Maxim B. Litvak $750/hr Patricia Jeffries $295/hr Kati Suk $235/hr Gabriel Technologies Corporation and one subsidiary filed separate Chapter 11 petitions (Bankr. N.D. Cal. Case No. 13-30340 and 13-30341) on Feb. 14, 2013, in San Francisco,, after losing in a patent dispute with smartphone chips maker Qualcomm Inc. Gabriel Technologies, through its debtor-subsidiary Trace Technologies, LLC, holds significant intellectual property assets directed toward location-based products and services through global positioning systems. Gabriel Technologies disclosed $15 million in assets and $15 million in liabilities as of Jan. 31, 2013. The Debtors tapped the law firm of Meyers Law Group, P.C. as general bankruptcy counsel. GASCO ENERGY: Common Stock Delisted From NYSE MKT ------------------------------------------------- Gasco Energy, Inc., received notice from the NYSE MKT LLC on March 27, 2013, indicating that the Exchange intended to initiate delisting proceedings against the Company by filing a delisting application with the Securities and Exchange Commission pursuant to Section 1009(d) of the NYSE MKT LLC Company Guide. In the notice, the Exchange notified the Company that in accordance with Sections 1203 and 1009(d) of the Company Guide, the Company had a limited right to appeal the Exchange's determination by requesting an oral hearing or a hearing based on a written submission before the Exchange's Listing Qualifications Panel. The Company has determined not to proceed with an appeal of the Exchange's determination to delist the Company's common stock, and the Company notified the Exchange of its decision on April 23, 2013. Accordingly, the Exchange is expected to have begun the process to delist the Company's common stock and trading on the Exchange of the Company's common stock is expected to be suspended at the opening of business on April 26, 2013. The Company expects that its common stock will immediately become eligible to begin trading on the OTCQB Marketplace on April 26, 2013. However, the Company can give no assurance that its common stock will become or continue to be eligible to trade on the OTCQB Marketplace or on any other securities exchange or quotation medium. About Gasco Energy Denver-based Gasco Energy, Inc. -- http://www.gascoenergy.com-- is a natural gas and petroleum exploitation, development and production company engaged in locating and developing hydrocarbon resources, primarily in the Rocky Mountain region and in California's San Joaquin Basin. Gasco's principal business is the acquisition of leasehold interests in petroleum and natural gas rights, either directly or indirectly, and the exploitation and development of properties subject to these leases. Gasco focuses its drilling efforts in the Riverbend Project located in the Uinta Basin of northeastern Utah, targeting the oil-bearing Green River Formation and the natural gas-prone Wasatch, Mesaverde, Blackhawk, Mancos, Dakota and Morrison formations. In its auditors' report on the consolidated financial statements for the year ended Dec. 31, 2012, KPMG LLP, in Denver, Colorado, expressed substantial doubt about Gasco Energy's ability to continue as a going concern. The independent auditors noted that the Company has suffered recurring losses and negative cash flows from operations. The Company reported a net loss of $22.2 million on $8.9 million of revenues in 2012, compared with a net loss of $7.3 million on $18.3 million of revenues in 2011. The Company's balance sheet at Dec. 31, 2012, showed $53.9 million in total assets, $36.2 million in total liabilities, and stockholders' equity of $17.7 million. According to the annual report for the year ended Dec. 31, 2012, to continue as a going concern, the Company must generate sufficient operating cash flows, secure additional capital or otherwise pursue a strategic restructuring, refinancing or other transaction to provide it with additional liquidity. "The Company has engaged a financial advisor to assist it in evaluating such potential strategic alternatives. It is possible these strategic alternatives will require the Company to make a pre-package, pre- arranged or other type of filing for protection under Chapter 11 of the U.S. Bankruptcy Code." GENWORTH MORTGAGE: S&P Affirms 'B' Issuer Credit Rating ------------------------------------------------------- Standard & Poor's Rating Services said that it affirmed its 'B' long-term insurer financial strength rating and issuer credit rating on Genworth Mortgage Insurance Corp. (GMICO) and its 'B' long-term financial strength rating on Genworth Residential Mortgage Insurance Corp. of North Carolina. S&P revised the outlooks on these entities to stable from negative. S&P also affirmed the 'BBB-/A-3' counterparty credit rating on Genworth Holdings Inc. (formerly Genworth Financial Inc.). The outlook is negative. At the same time, S&P assigned identical counterparty credit ratings to the new parent, Genworth Financial Inc. following the legal reorganization announced in January and completed this month. S&P has also updated its existing preliminary ratings related to the organization's universal shelf filing to include both new parent Genworth Financial Inc. and intermediary holding company Genworth Holdings Inc. in line with the organization's recently amended S-3 filing. On Jan. 16, 2013, GMICO entered into a capital plan with Genworth Financial Inc. to reduce its risk-to-capital (RTC) ratio by transferring ownership of its European mortgage insurance subsidiaries with approximately $230 million of capital to GMICO (completed Jan.31), contributing $100 million in cash (completed April 1, 2013), and guaranteeing $150 million in dividends from affiliate securities and deferred tax assets through June 30, 2017. In addition, as part of the plan Genworth obtained government-sponsored entity approval for the option to create a new company to continue writing business in all 50 states if conditions deteriorate sufficiently. With these capital transactions, GMICO anticipates a reduction in its RTC ratio by 10-12 points for the combined entities and 12-15 points for the flagship writer from 30.4 and 36.9, respectively, as of year-end 2012. S&P believes this capital injection will allow GMICO to finance new business while maintaining a risk-to-capital ratio at or less than 25:1 for its flagship entity as required by the North Carolina Department of Insurance. Although the operating results were negative in 2012, S&P has seen signs of improvement, including the absence of adverse reserve development in 2012, better notice of default statistics, and profitable new business written. In addition, most macroeconomic variables affecting mortgage insurers are improving and S&P expects the Federal Housing Authority to continue withdrawing from the sector, creating more market opportunity for GMICO. Although the company is still at risk for adverse reserve development, S&P believes that the risk for GMICO is more muted than for peers. In particular, S&P is focused on the quarterly late-stage bucket cure rate, which decreased to an average of 4% for 2012 from an average of 5.8% in 2011. The rating affirmation on Genworth Holdings Inc. (old Genworth Financial Inc.) and the assignment of identical ratings to Genworth Financial Inc. (new parent company) reflects the consolidated organization's good financial performance and continued progress in executing its strategic plans as well as the group's legal reorganization as previously announced. In addition, Genworth announced the pending sale of its wealth management business on March 27, 2013. Although S&P has revised its rating outlook on GMICO to stable from negative, S&P maintains a negative outlook for the parent and intermediary holding companies. The organization is still susceptible to strategic and operational execution risk, operating performance among the operating subsidiaries is highly uneven and susceptible to above- average variance, and fixed-charge coverage is somewhat less than average for sustaining a stable outlook at the current rating level. For full-year 2012, net income attributable to Genworth Financial Inc.'s stockholders improved to $323 million from $49 million in 2011. Total equity attributable to Genworth Financial stockholders also improved to $16.5 billion from $15.1 billion. Consolidated financial leverage totaled 29%, while consolidated fixed-charge coverage was approximately 2.3x, and 2.9x excluding the U.S. mortgage insurance business. The stable outlook on GMICO reflects its increased competitive position following the execution of the capital plan and resulting reduction in the RTC, allowing GMICO to continue to write new profitable business as macroeconomic conditions improve. In 2013, S&P expects lower losses than in prior years, with an annual profit in 2014 likely as new notices of delinquencies continue to decline. Although they would likely increase again if the economy enters another downturn and employment figures decline, S&P do not foresees this in its baseline scenario. S&P expects GMICO to be able to meet all of its financial obligations in the coming year. S&P also expects its risk-to-capital ratio to remain less than 25x for the foreseeable future, satisfying regulatory capital requirements to continue writing new business. S&P could raise the ratings in the future with greater evidence that these projections will materialize. S&P could lower the ratings if GMICO's future results reflect further reserve strengthening and call the company's reserve adequacy into question. Also, S&P could lower the ratings as a result of operating performance that differs significantly from its expectations. S&P expects Genworth Financial to continue to improve earnings in 2013 from 2012. S&P expects total financial leverage for the year to be slightly more than 30%, with fixed-charge coverage less than 3x at both the parent and intermediate holding companies. S&P expects the organization to maintain approximately two years of fixed-charge coverage at the holding company. A revision of the outlook on the parent and intermediary holding companies to stable is subject to continued strategic execution success, improving financial profiles of the primary operating subsidiaries, and improving coverage of fixed obligations. A rating upgrade of the holding companies is highly unlikely over the near to medium term. A rating upgrade of Genworth Holdings Inc. depends largely on an upgrade of the core U.S. life companies that are currently rated 'A-/Stable/--'. A rating upgrade for Genworth Financial Inc. depends on improved fundamentals at both the core U.S. life companies and USMI. Although the organization has demonstrated good strategic execution to-date, any material inability to execute strategically, including completing the sale of the wealth-management business later in 2013, would warrant further review. Moreover, erosion of the financial profiles of the operating units that result in reduced dividends, cash-flow, and/or fixed-charge coverage would lead S&P to consider a downgrade. GEOKINETICS INC: Prepackaged Reorganization Plan Approved --------------------------------------------------------- Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that Geokinetics Inc. has an approved Chapter 11 plan. The bankruptcy court in Delaware signed a confirmation order on April 25, allowing the world's second-largest provider of seismic data to exit the prepackaged bankruptcy reorganization. According to the report, holders of $300 million in 9.75 percent senior secured notes take ownership in exchange for debt, for a predicted 70 percent recovery. Before bankruptcy, holders of 85 percent of the notes voted for the plan as did holders of all the preferred stock. Holders of $141 million in preferred stock receive $6 million in cash for a 4 percent recovery, according to the disclosure statement. Unsecured creditors with as much as $13.2 million in claims will be paid in full. 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. The Debtors also obtained approavbl to employ Ernst & Young LLP. Geokinetics Inc. incurred a net loss applicable to common stockholders of $93.06 million in 2012, a net loss applicable to common stockholders of $231.25 million in 2011 and a net loss applicable to common stockholders of $147.53 million in 2010. The Company's balance sheet at Dec. 31, 2012, showed $392.89 million in total assets, $593.53 million in total liabilities, $93.31 million in preferred stock, Series B-1 Senior Convertible, and a $293.94 million total stockholders' deficit. GLOBALSTAR INC: Forbearance with Noteholders Extended to May 6 -------------------------------------------------------------- Globalstar, Inc. on April 29 disclosed that the forbearance agreement with respect to the Company's 5.75% Convertible Senior Notes due 2028 has been amended to extend the forbearance period through 11:59 p.m. (ET) on May 6, 2013 as negotiations with the forbearing noteholders continue. In addition, the extension will allow additional time as the Company seeks to obtain the required consents from the Company's senior secured lenders with respect to an exchange transaction. To the extent this process is not complete by May 6, 2013, the forbearance agreement may be extended further by agreement of the parties; however, there is no assurance any further extension will be provided. Jay Monroe, Globalstar's Chairman and CEO, said, "We continue to work with the noteholders to finalize the terms of an exchange transaction and with the Company's secured lenders to seek their approvals regarding the proposed exchange. We have made significant progress over the past week and look forward to being able to complete the process in the near-term." As described in the Company's Current Reports on Form 8-K filed on April 1, 2013 and April 23, 2013, pursuant to the forbearance agreement, the forbearing note holders have agreed, during the forbearance period, not to exercise any rights or remedies under the Existing Notes on account of the failure by the Company either to repurchase the Existing Notes upon the April 1, 2013 put date or to make its regularly scheduled April 1, 2013 interest payment, including without limitation, taking any action to accelerate the Existing Notes. The forbearing note holders have also directed the trustee not to take any action on account of the Specified Defaults. Any exchange arrangement for the Existing Notes is subject to final negotiation and execution of definitive agreements. Globalstar is seeking the consent of the lenders under its senior secured credit facility to the restructuring; however, there is no assurance such consent will be obtained. Until definitive agreements are negotiated in their entirety and executed, and the transactions contemplated thereby are consummated, there can be no assurance that any debt restructuring will be completed by the end of the forbearance period or at all. About Globalstar Covington, Louisiana-based Globalstar Inc. provides mobile satellite voice and data services. Globalstar offers these services to commercial and recreational users in more than 120 countries around the world. The Company's products include mobile and fixed satellite telephones, simplex and duplex satellite data modems and flexible service packages. * * * As reported by the Troubled Company Reporter on June 13, 2012, Globalstar Inc. announced on May 16, 2012, the decision of the arbitrators in the commercial arbitration concerning its 2009 satellite manufacturing contract with Thales Alenia Space France. Although the Company and Thales may agree to other terms, the arbitrators' ruling requires Globalstar to pay Thales approximately EUR53 million in Phase 3 termination charges by June 9, 2012. The Company disputes the merits of the Award and is currently considering its options to oppose, seek to vacate, or otherwise challenge the Award. On June 11, Globalstar said it did not make payment of the Award to Thales on or prior to June 9. As a result, among other things, the Award has begun to accrue simple interest. The Company continues to engage in discussions with Thales in an effort to reach a consensual resolution. On May 23, 2012, Thales commenced an action in the District Court for the Southern District of New York by filing a petition to affirm the Award. The Company is currently in negotiations with Thales in an effort to reach an amicable resolution of their disputes. In the event the parties fail to reach such an agreement, the Company currently intends to move to vacate the Award. On the same date that Thales commenced the New York Proceeding, Thales sent a notice to the agent under the Company's secured bank facility, pursuant to section 2.3 of a Direct Agreement between Thales, Globalstar, and the Agent, dated June 5, 2009, notifying the Agent, among other things, of the Award, that it deems the failure to pay the Award a default under the Construction Agreement, and that it is reserving all of its rights under the Direct Agreement and the Construction Agreement, including the right to suspend performance under the Direct Agreement, if the Company's default is not cured within 30 days of receipt of the Notice. Pursuant to section 2.3 of the Direct Agreement, Thales must wait 30 days from the date of notice to the Agent before suspending performance under the Construction Agreement and, if the default is not cured 30 days after the date of suspension of performance, Thales may terminate the Construction Agreement in accordance with its terms. There can be no assurance that Thales will not seek to terminate the Construction Agreement before the requisite periods expire. Should Thales seek to terminate the Construction Agreement prematurely, the Company would pursue all of its rights and remedies, but there can be no assurance that the Company's interpretation would prevail. Globalstar and Thales have initiated post-ruling discussions to seek mutually agreeable solutions on all aspects of the Construction Agreement and the Award. No assurance can be given that the Company will be successful in reaching agreement with Thales as to the Construction Agreement or the Award. If the parties are not able to reach a mutually agreeable resolution, if the Award is confirmed, final, and non-appealable and thereafter remains unpaid without resolution, or if Thales terminates the Construction Agreement, there are likely to be materially negative consequences to Globalstar, including with respect to its debt agreements, ongoing work with Thales, and business operations, and Globalstar may be required to consider strategic alternatives, including, without limitation, seeking protection under Chapter 11 of the U.S. Bankruptcy Code. GLOBUS MARITIME: Reaches Agreement with Commerzbank to Prepay Loan ------------------------------------------------------------------ Globus Maritime Limited on April 29 disclosed that in December 2012, the Company reached an agreement with Credit Suisse and DVB Bank on certain amendments and waivers to the terms of the Credit Facility and the DVB Loan agreement, respectively, which were signed in April and March 2013, respectively. These agreements applied to the period commencing on December 28, 2012 (relating to our credit facility) and December 31, 2012 (relating to the DVB Loan Agreement), in each case until March 31, 2014. As of December 31, 2012, Globus was not in compliance with the security value ratio requirement of the Kelty Loan Agreement that requires the market value of the mortgaged vessel and any additional security provided, including the minimum liquidity maintained with Commerzbank, to equal or exceed 130% of the aggregate principal amount of debt outstanding under the Kelty Loan Agreement. On April 29, 2013 with reference to the Kelty Loan Agreement, the Company reached an agreement with Commerzbank to prepay $3.0 million together with the next scheduled instalment due on June 28, 2013 for the Company to be fully compliant with the provisions of the Loan Agreement. Fourth Quarter 2012 and 2011 Results Total comprehensive loss for the fourth quarter 2012 amounted to $81.2 million or $8.00 basic loss per share based on 10,166,377 weighted average number of shares. Revenues for the three month periods ended December 31, 2012 and 2011 were approximately $7.7 million and $10.1 million respectively. Years ended December 31, 2012 and 2011 Results Total comprehensive loss for the year ended December 31, 2012 amounted to $82.8 million or $8.22 basic loss per share based on 10,142,979 weight average number of shares. Revenue decreased by $3.4 million, or 10%, to $32.2 million in 2012, compared to $35.6 million in 2011. Net revenues decreased by $4.6 million, or 14%, to $27.7 million in 2012, from $32.3 million in 2011. Liquidity and Capital Resources As of December 31, 2012, the Company's cash and bank balances and bank deposits were $11.7 million and its outstanding debt was $105.9 million. A copy of Globus Maritime's unaudited consolidated operating and financial results for the fourth quarter and year ended December 31, 2012 is available for free at http://is.gd/QSnJKB Headquartered in Athens, Greece, Globus Maritime Limited (Globus) is an integrated dry bulk shipping company. The Company provides marine transportation services on a worldwide basis. It owns, operates and manages a fleet of dry bulk vessels that transport iron ore, coal, grain, steel products, cement, alumina and other dry bulk cargoes internationally. Its operations are managed by its wholly owned subsidiary, Globus Shipmanagement Corp. ,which provides in-house commercial and technical management for Globus vessels. As of December 31, 2010, its fleet consisted of a total of five dry bulk vessels, consisting of one Panamax, three Supramaxes and one Kamsarmax, with a weighted average age of approximately four years and a total carrying capacity of 319,913 deadweight tonnages. During the year ended December 31, 2010, it acquired three vessels motor vessel (m/v) Sky Globe, m/v Star Globe and m/v Jin Star. GOLF CLUB OF KANSAS: Files Chapter 11 with Lower Revenue -------------------------------------------------------- The Golf Club of Kansas LLC in Lenexa, Kansas, filed a petition for Chapter 11 protection last week in Kansas City. Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that the club is in Lenexa, Kansas, about 15 miles (25 kilometers) from Kansas City. The club is near Overland Park and Shawnee-Mission, Kansas. The club generated $1.2 million in revenue in 2012, down from almost $1.9 million in 2011. The club scheduled assets of $4.9 million against debt totaling $10.2 million, including $6.8 million in secured debt. CoreFirst Bank & Trust is owed $6.3 million on a mortgage. A case summary and list of creditors for Golf Club was in the April 30, 2013 edition of the TCR. The Golf Club of Kansas LLC filed a Chapter 11 petition (Bankr. D. Kan. Case No. 13-21032) in Kansas City on April 26, 2013. Erlene W. Krigel, Esq., at Krigel & Krigel, serves as counsel. GROVES IN LINCOLN: Court OKs Benchmark-Led Auction on June 12 ------------------------------------------------------------- The U.S. Bankruptcy Court for the District of Massachusetts, Eastern Division, approved the bidding procedures governing the proposed sale of The Groves in Lincoln, Inc., and The Apartments at the Groves, Inc.'s senior living facility in Lincoln, Massachusetts, and related assets. The deadline for submitting bids for the assets and objections to the proposed sale is on June 3, 2013. An auction will be held on June 12. A sale hearing will immediately follow the auction. The Debtors have executed an asset purchase agreement with BSL Lincoln LLC, an affiliate of Benchmark Assisted Living, LLC, for the assets for an aggregate purchase price of $30 million in cash, subject to adjustments, plus an additional payment up to $5 millon in cash contingent upon the success and timing of the Stalking Horse Bidder's receipt of approvals to construct an Assisted Living/Alzheimer's Care facility at the Debtors' site in addition to the already-existing facility. Bill Rochelle, the bankruptcy columnist for Bloomberg News, pointed out that at the outset of the bankruptcy, the company said the sale should result in a 51% recovery on $88.4 million in Massachusetts Development Finance Agency bonds sold in 2009 to finance the project. Together with reserve funds, bondholders are expected to receive $45.3 million from the sale. About Groves in Lincoln The Groves in Lincoln Inc., along with affiliate The Apartments of the Grove Inc., sought Chapter 11 protection (Bankr. D. Mass. Case No. 13-11329) in Boston on March 11, 2013. David C. Turner signed the petition as president and CEO. Groves is a Massachusetts not-for-profit corporation organized in 2006 for the purpose of developing and operating a senior independent living facility in Lincoln, Massachusetts to be known as The Groves in Lincoln. This facility now consists of 168 independent living units on a 34-acre campus with a mix of apartments, cottages, and related common areas including community center, dining rooms, lounges, barbershop/beauty salon, library, fitness center and pool. Groves has 26 full-time employees and 22 part-time employees as of the bankruptcy filing. The Debtors tapped Murtha Cullina LLP as counsel, Verdolino & Lowey, P.C. as accountants and financial advisors, and RBC Capital Markets LLC as investment banker. GROVES IN LINCOLN: Has Final Authority to Use Cash Collateral ------------------------------------------------------------- The U.S. Bankruptcy Court for the District of Massachusetts, Eastern Division, signed off an order giving The Groves in Lincoln, Inc., and The Apartments at the Groves, Inc., final authority to use the cash collateral securing their prepetition indebtedness from Wells Fargo Bank, National Association, as indenture trustee for issues bonds, and Masonic Health System of Massachusetts, Inc. The Cash Collateral will be used to preserve the value of the Debtors' business. The Bond Trustee will be granted a valid, perfected and enforceable replacement lien in and security interest in all assets of the Debtors existing before the Petition Date as adequate protection for any diminution in the value of the Cash Collateral and other Prepetition Bond Collateral. The Roll- Over Lien is subject only to a carve-out. About Groves in Lincoln The Groves in Lincoln Inc., along with affiliate The Apartments of the Grove Inc., sought Chapter 11 protection (Bankr. D. Mass. Case No. 13-11329) in Boston on March 11, 2013. David C. Turner signed the petition as president and CEO. Groves is a Massachusetts not-for-profit corporation organized in 2006 for the purpose of developing and operating a senior independent living facility in Lincoln, Massachusetts to be known as The Groves in Lincoln. This facility now consists of 168 independent living units on a 34-acre campus with a mix of apartments, cottages, and related common areas including community center, dining rooms, lounges, barbershop/beauty salon, library, fitness center and pool. Groves has 26 full-time employees and 22 part-time employees as of the bankruptcy filing. The Debtors tapped Murtha Cullina LLP as counsel, Verdolino & Lowey, P.C. as accountants and financial advisors, and RBC Capital Markets LLC as investment banker. HALCON RESOURCES: Moody's Lowers CFR to 'B3', Stable Outlook ------------------------------------------------------------ Moody's downgraded Halcon Resources Corporation's Corporate Family Rating to B3 from B2 and the Probability of Default Rating to B3- PD from B2-PD. Moody's also downgraded the senior unsecured note rating to Caa1 (LGD4-64%) from B3. Halcon's liquidity appears adequate and Moody's affirmed the Speculative Grade Liquidity rating of SGL-3 reflecting the company's significant reliance on external sources to fund its capital spending plans. These actions conclude Halcon's review for downgrade that was initiated in January 2013. "The downgrade of Halcon's ratings reflects a much more aggressive financial profile than was expected," said Stuart Miller, Moody's Vice President. "The rapid ramp up in spending by a company with limited scale has resulted in leverage that is off the scale by a wide margin compared to other B2 and B3 rated E&P companies. Management's operating track record and the apparent quality of the non-producing acreage help to offset the very high leverage." Downgrades: Probability of Default Rating, Downgraded to B3-PD from B2-PD Corporate Family Rating, Downgraded to B3 from B2 Senior Unsecured Regular Bond/Debenture Jul 15, 2020, Downgraded to Caa1 from B3 Senior Unsecured Regular Bond/Debenture May 15, 2021, Downgraded to Caa1 from B3 Outlook Actions: Outlook, Changed To Stable from Rating under Review Liquidity Rating: Speculative Grade Liquidity Rating of SGL-3 affirmed Ratings Rationale: At year end 2012 and pro-forma for the January 2013 add-on bond offering, Halcon's debt to average daily production was over $80,000 per Boe and debt to proved developed reserves was over $40 per Boe. Both metrics are well in excess of the levels reported by every B2 and B3 exploration and production company in Moody's rated universe. When Moody's assigned Halcon's initial B2 rating in June 2012, Moody's expected leverage by mid-2013 to be less than half its current reported level. Spending has been more front-ended, far out-pacing reserve and production growth. Management's more aggressive financial policies, in combination with the elevated leverage and the execution risk associated with the company's business plan, are the main reasons for the rating downgrade to B3. Halcon's financial profile suggests that an even lower rating could be considered. However, the track record of value creation by the management and technical teams, and the quality of the asset base, help to support the rating at the B3 level. Halcon has a highly prospective acreage position in some of the best resource plays in the US and could support a higher rating in the future, once spending and internally generated cash flow become more closely aligned. Halcon has adequate liquidity to finance its negative free cash flow of roughly $1 billion over the next twelve months. As of December 2012, and pro-forma for the January 2013 add-on notes offering, Halcon had approximately $350 million of cash on hand and $850 million of borrowing base availability under its $1.5 billion credit facility. The credit facility matures in Feb 2017 and has two financial covenants: a minimum interest coverage ratio of 2.5x and a minimum current ration of 1.0x. Moody's projects Halcon to have adequate headroom on these two covenants in the next 12 months. While asset sales are subject to certain restrictions, proceeds could be used to provide secondary liquidity to fund cash flow deficits when and if necessary. The rating outlook is stable. An upgrade would be considered when debt to average daily production declines below $60,000 per Boe and debt to proved developed reserves falls below $30 per Boe. A downgrade is possible if liquidity deteriorates and is considered weak, or if debt to average daily production is sustained over $100,000 per Boe. Halcon Resources Corporation is an independent exploration & production company based in Houston, Texas. The principal methodology used in this rating was Independent Exploration & Production Industry published in December 2011. Other methodologies used include Loss Given Default for Speculative-Grade Non-Financial Companies in the U.S., Canada and EMEA published in June 2009. HAMPTON LAKE: South Carolina Subdivision Owner in Chapter 11 ------------------------------------------------------------ Hampton Lake, LLC, operator of the Hampton Lake Subdivision in Bluffton, South Carolina, filed a Chapter 11 petition (Bankr. D. S.C. Case No. 13-02482) in Charleston on April 29, 2013. The Debtor owns 250 lots in the subdivision and owns and operates other subdivision common property, including a lake house, boathouse, spa and fitness center, and a 165-acre freshwater lake. There are approximately 650 homeowners currently living at the development. The Debtor on the Petition Date filed motions to grant adequate assurance of payment to utilities, pay prepetition claims of seven employees, use cash collateral, and assume sales contracts with lot purchasers. The Debtor is seeking an expedited hearing on the "first day" motions. The Debtor disclosed $23.4 million in total assets, with the real estate property valued at $22.8 million. Liabilities total $48.4 million, which include: * $19.4 million owed to Crimson Portfolio, LLC, through its authorized agent Sabal Financial, which asserts a first priority mortgage on the real property. * $2.29 million owed to Hampton Lake Funding, LLC, which asserts a second priority mortgage on the property. * $26.3 million in unsecured debt, which is primarily comprised of loans and accrued interest owing to the charter note holders of the Hampton Lake subdivision. A copy of the Debtor's schedules is available for free at http://bankrupt.com/misc/scb13-2482.pdf Sale of Lots The Debtor is seeking Bankruptcy Court approval to assume contracts of sale on seven real property lots with various purchasers. The gross proceeds from the sale would total $1.03 million, with commissions of $81,000 and attorneys' fees of $5,700. Prior to filing its bankruptcy case, the Debtor attempted to negotiate with Sabal regarding a carve-out of sales proceeds for unsecured creditors, however these negotiations remain unresolved. Prepetition, the Debtor would transfer 100% of the net sales proceeds, which is calculated as 100% of the proceeds remaining after payment of all commissions, attorney's fees, and other closing costs and payment of the Debtor's management and operational expenses. From the sales of seven lots, the Debtor proposes to give Sabal 90% of the net sales proceeds, which would be 90% of the proceeds remaining after payment of all commissions, attorney's fees, and other closing costs and payment of the Debtor's management and operational expenses. From the sales, the Debtor proposes to pay Sabal approximately $327,184. The Debtor says that if it is required to wait until a plan is confirmed before it can sell the seven lots, it may lose the potential lot sales, and its business and real property would be worth less. HAMPTON LAKE: Sec. 341 Meeting of Creditors on May 24 ----------------------------------------------------- There's a meeting of creditors of Hampton Lake, LLC on May 24, 2013 at 11:30 a.m. in Charleston, South Carolina. The deadline for creditors to file proofs of claim is Aug. 22, 2013. Governmental entities are required to file proofs of claim by Oct. 28. The deadline for objecting to the dischargeability of claims is July 23. The May 24 meeting 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. About Hampton Lake Hampton Lake, LLC, filed a Chapter 11 petition (Bankr. D. S.C. Case No. 13-02482) in Charleston, South Carolina on April 29, 2013. G. William McCarthy, Jr., Esq. and Daniel J. Reynolds, Jr., Esq., at McCarthy Law Firm, LLC, serve as counsel to the Debtor. The Debtor operates the Hampton Lake Subdivision in Bluffton, South Carolina. The Debtor disclosed $23.4 million in total assets and $48.4 million in liabilities in its schedules. HAMPTON LAKE: Seeks to Use Crimson's Cash Collateral ---------------------------------------------------- Hampton Lake, LLC, is asking approval from the bankruptcy court in Charleston, South Carolina, to use cash collateral on which Crimson Portfolio LLC -- through its authorized agent Sabal Financial Group LP -- asserts security interests and liens. Crimson asserts a $19.4 million claim, secured by a perfected first priority mortgage on the Debtor's property. Crimson has not consented to the Debtor's use of cash collateral. The Debtor said the use of cash collateral is necessary for the continued operation of its business. The Debtor needs to pay operational expenses, such as payroll, utilities, and insurance. The Debtor intends to use cash in accordance with a budget. As adequate protection, the Debtor will provide Crimson with replacement liens on postpetition cash collateral to the same extent and priority as its prepetition liens, for the extent of any postpetition diminution in the prepetition cash collateral as well as replacement liens on all other property that may be acquired postpetition by the Debtor with such replacement liens having the same extent and priority as Crimson's prepetition liens on such property. About Hampton Lake Hampton Lake, LLC, filed a Chapter 11 petition (Bankr. D. S.C. Case No. 13-02482) in Charleston, South Carolina on April 29, 2013. G. William McCarthy, Jr., Esq. and Daniel J. Reynolds, Jr., Esq., at McCarthy Law Firm, LLC, serve as counsel to the Debtor. The Debtor operates the Hampton Lake Subdivision in Bluffton, South Carolina. The Debtor disclosed $23.4 million in total assets and $48.4 million in liabilities in its schedules. HARVEST NATURAL: Cohen Milsten Probes Financial Statements ---------------------------------------------------------- Cohen Milstein Sellers & Toll PLLC announced it is conducting an investigation to determine whether Harvest Natural Resources, Inc. and certain of its officers and directors made false and misleading statements and/or omissions in violation of Sections 10(b) and 20(a) of the Securities Exchange Act of 1934. Several class action lawsuits were filed in the U.S. District Court for the Southern District of Texas by other law firms on behalf of purchasers of the common stock of Harvest Natural Resources, Inc. between May 7, 2010 and March 19, 2013, inclusive. The complaint alleges that Harvest and certain of its officers and directors misrepresented and/or failed to disclose that: (1) Harvest incorrectly capitalized certain lease maintenance costs and certain internal selling, general and administrative costs; (2) Harvest improperly presented certain cash flow items and caused certain long-lived assets to be impaired; (3) Harvest would be unable to sell its interests in Venezuela; (4) Harvest lacked adequate internal and financial controls; and (5) as a result of the foregoing, the Company's statements were materially false and misleading at all relevant times. On March 19, 2013, the Company disclosed that there were certain errors in its financial statements related to the capitalization of certain lease maintenance costs and certain internal selling, general and administrative costs. It also reported that there was a material weakness in its internal controls over the accuracy and presentation of its accounting for certain long-lived assets and that it would "revise and possibly restate its financial statements for certain periods in 2010, 2011 and 2012." The price of Harvest shares fell from $5.49 to $3.70 on March 19. On April 4, 2013, Harvest issued a press release in which it reported the following concerning the accounting issues and planned restatement: The Company intends to file amendments to its quarterly reports on Form 10-Q/A for each fiscal quarter ended March 31, 2012, June 30, 2012 and September 30, 2012, which will also include amendments to the quarters ended March 31, 2011, June 30, 2011, and September 30, 2011. The Company intends to restate its financial statements for the Restated Periods in the 2012 Form 10-K which the Company currently expects to file with the Securities and Exchange Commission as soon as reasonably practicable to correct the accounting treatment for the items discussed above. Harvest also disclosed that its audit report would express "substantial doubt" about the company's ability to continue as a going concern. On April 10, 2013, the Company reported that it had received a delisting notice from the NYSE due to its failure to timely file its 2012 Form 10-K. Cohen Milstein encourages all investors who purchased Harvest common stock between May 7, 2010 and March 19, 2013 or former employees with information concerning this matter to contact the firm. There's a May 21 deadline for requests to be appointed as lead plaintiff. A lead plaintiff is a representative party acting on behalf of other class members in directing the litigation. Cohen Milstein may be reached at: Steven J. Toll, Esq. Asha Williams Cohen Milstein Sellers & Toll PLLC 1100 New York Avenue, N.W. West Tower, Suite 500 Washington, DC 20005 Telephone: (888) 240-0775 or (202) 408-4600 E-mail: stoll@cohenmilstein.com awilliams@cohenmilstein.com Headquartered in Houston, Texas, Harvest Natural Resources, Inc. (NYSE: HNR) -- http://www.harvestnr.com/-- is an independent energy company engaged in the acquisition, exploration, development, production and disposition of oil and natural gas properties. The company has acquired and developed significant interests in the Venezuela, Russia and has also undeveloped acreage offshore of China. The company's only producing assets are in Venezuela. Its subsidiary, Harvest Vinccler S.C.A. has been providing operating services to Petroleos de Venezuela SA (PDVSA). HERCULES OFFSHORE: Posts $35.2-Mil. Net Income in First Quarter --------------------------------------------------------------- Hercules Offshore, Inc., filed with the U.S. Securities and Exchange Commission its quarterly report on Form 10-Q disclosing net income of $35.16 million on $205.32 million of revenue for the three months ended March 31, 2013, as compared with a net loss of $38.34 million on $143.31 million of revenue for the same period a year ago. The Company's balance sheet at March 31, 2013, showed $2 billion in total assets, $1.08 billion in total liabilities and $919.58 million in stockholders' equity. John T. Rynd, chief executive officer and president of Hercules Offshore stated, "Market conditions in the U.S. Gulf of Mexico remain strong, as dayrates continue to trend higher and contract backlog stays near record levels. Our first rig reactivation, the Hercules 209, is nearing completion, and we are assessing market demand for a second reactivation. Internationally, we continue to add scale and upgrade our global fleet. We recently commenced operations on the Hercules 266 under its long term contract, and closed on the acquisitions of the Hercules 267 (formerly Ben Avon) and the White Shark (formerly Titan 2). These acquisitions demonstrate our ability to successfully deploy capital toward high return opportunities, while de-risking the investments with assets that have strong long term demand prospects and through long term contracts. We continue to look for acquisition opportunities to enhance our international footprint and high-grade our asset base." A copy of the Form 10-Q is available for free at: http://is.gd/krZ4Zb About Hercules Offshore Hercules Offshore Inc. (NASDAQ: HERO) -- http://www.herculesoffshore.com/-- provides shallow-water drilling and marine services to the oil and natural gas exploration and production industry in the United States, Gulf of Mexico and internationally. The Company provides these services to integrated energy companies, independent oil and natural gas operators and national oil companies. The Company operates in six business segments: Domestic Offshore, International Offshore, Inland, Domestic Liftboats, International Liftboats and Delta Towing. Hercules incurred a net loss of $127 million in 2012, a net loss of $76.12 million in 2011, and a net loss of $134.59 million in 2010. * * * The Troubled Company Reporter said on April 11, 2013, that Moody's Investors Service upgraded Hercules Offshore, Inc.'s Corporate Family Rating to B2 from B3. Hercules' B2 CFR is supported by its improved cash flow and lower leverage on the back of increased drilling activity and higher day-rates in the Gulf of Mexico (GOM) As reported by the TCR on Nov. 6, 2012, Standard & Poor's Ratings Services raised its corporate credit rating on Houston-based Hercules Offshore Inc. to 'B' from 'B-'. "The upgrade reflects the improving market conditions in the Gulf of Mexico and our expectations that Hercules' fleet will continue to benefit," said Standard & Poor's credit analyst Stephen Scovotti. HERCULES OFFSHORE: Fleet Status Report as of April 24 ----------------------------------------------------- Hercules Offshore, Inc., posted on its Web site at http://www.herculesoffshore.com/a report entitled "Hercules Offshore Fleet Status Report". The Fleet Status Report includes the Hercules Offshore Rig Fleet Status (as of April 24, 2013), which contains information for each of the Company's drilling rigs, including contract dayrate and duration. The Fleet Status Report also includes the Hercules Offshore Liftboat Fleet Status Report, which contains information by liftboat class for March 2013, including revenue per day and operating days. The Fleet Status Report is available for free at http://is.gd/51jHBo About Hercules Offshore Hercules Offshore Inc. (NASDAQ: HERO) -- http://www.herculesoffshore.com/-- provides shallow-water drilling and marine services to the oil and natural gas exploration and production industry in the United States, Gulf of Mexico and internationally. The Company provides these services to integrated energy companies, independent oil and natural gas operators and national oil companies. The Company operates in six business segments: Domestic Offshore, International Offshore, Inland, Domestic Liftboats, International Liftboats and Delta Towing. Hercules incurred a net loss of $127 million in 2012, a net loss of $76.12 million in 2011, and a net loss of $134.59 million in 2010. The Company's balance sheet at Dec. 31, 2012, showed $2.01 billion in total assets, $1.13 billion in total liabiities, and $882.76 million in stockholders' equity. * * * As reported by the TCR on April 11, 2013, Moody's Investors Service upgraded Hercules Offshore, Inc.'s Corporate Family Rating to B2 from B3. Hercules' B2 CFR is supported by its improved cash flow and lower leverage on the back of increased drilling activity and higher day-rates in the Gulf of Mexico (GOM). As reported by the TCR on Nov. 6, 2012, Standard & Poor's Ratings Services raised its corporate credit rating on Houston-based Hercules Offshore Inc. to 'B' from 'B-'. "The upgrade reflects the improving market conditions in the Gulf of Mexico and our expectations that Hercules' fleet will continue to benefit," said Standard & Poor's credit analyst Stephen Scovotti. HMX ACQUISITION: Wins Confirmation of Liquidating Plan ------------------------------------------------------ Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that HMX Acquisition Corp. received a confirmation order signed by the bankruptcy judge approving a liquidating Chapter 11 plan. According to the disclosure statement explaining the plan, unsecured creditors in two classes with about $42 million in claims stand to recover as much as 5 percent. The creditors' committee supported plan approval. There was only one objection to the plan, which was resolved before confirmation. About HMX Acquisition HMX Acquisition Corp. and HMX Poland Sp. z o. o. filed for Chapter 11 bankruptcy protection (Bankr. S.D.N.Y. Case Nos. 12-14300 and 12-14301) on Oct. 19, 2012. Two days later, affiliates HMX, LLC, Quartet Real Estate, LLC, and HMX, DTC Co. filed for Chapter 11 bankruptcy protection (Bankr. S.D.N.Y. Cases Nos. 12-14327 to 12-14329). Judge Allan L. Gropper presides over the cases. Based in New York, the Debtors are leading American designers, manufacturers, licensors, and licensees of men's and women's business and leisure apparel. The Debtors are the largest manufacturer and marketer of U.S.-made men's tailored clothing, with an attractive portfolio of owned and licensed brands sold primarily through upscale department stores, specialty stores, and boutiques. As of Oct. 12, 2012, the Debtors had consolidated assets of $153.6 million and total liabilities of $119.5 million. Jared D. Zajac, Esq., at Proskauer Rose LLP, in New York; and Mark K. Thomas, Esq., and Peter J. Young, Esq., in Proskauer Rose LLP, in Chicago, represent the Debtors as counsel. The Debtors' investment banker is William Blair & Company, L.L.C. CDG Group, LLC, is the Debtors' financial advisor. Epiq Bankruptcy Solutions, LLC is the Debtors' claims agent. Tracy Hope Davis, the U.S. Trustee for Region 2, appointed five members to the official committee of unsecured creditors. Leonard, Street and Deinard Professional Association, in Minneapolis, Minnesota, represents the Committee as lead counsel. ASK LLP, in New York, represents the Committee as local counsel. On Dec. 20, 2012, the Bankruptcy Court approved the sale of substantially all of the Debtors' assets to Authentic Brands Group LLC. The sale closed the following day. As of that date, the Debtors ceased all operations and terminated all of their remaining employees. The remaining assets of the Debtors' estates are comprised of (1) the remaining proceeds from the sale in the amount of $10.4 million, after the pay down of the DIP Facility, indebtedness owed to the Prepetition Lender, and certain other parties in accordance with the Sale Order, and (2) causes of action. HOSTESS BRANDS: Bakers Union Invokes Labor Law ---------------------------------------------- Rachel Feintzeig at Daily Bankruptcy Review reports that the union whose nationwide strike sparked Hostess Brands Inc.'s decision to liquidate in bankruptcy said its workers are "inextricably linked" to the future of snacks such as Twinkies and Ho Hos and hinted that the law is on its side when it comes to hiring practices. David Durkee, the president of the Bakery, Confectionery, Tobacco Workers & Grain Millers International Union, said his workers are "eager and willing" to return to the four plants that Apollo Global Management LLC and Metropoulos & Co .---the private-equity firms that bought most of Hostess's cake business---are relaunching over the next eight to 10 weeks, according to Daily Bankruptcy Review. About Hostess Brands Founded in 1930, Irving, Texas-based Hostess Brands Inc., is known for iconic brands such as Butternut, Ding Dongs, Dolly Madison, Drake's, Home Pride, Ho Hos, Hostess, Merita, Nature's Pride, Twinkies and Wonder. Hostess has 36 bakeries, 565 distribution centers and 570 outlets in 49 states. Hostess filed for Chapter 11 bankruptcy protection early morning on Jan. 11, 2011 (Bankr. S.D.N.Y. Case Nos. 12-22051 through 12-22056) in White Plains, New York. Hostess Brands disclosed assets of $982 million and liabilities of $1.43 billion as of the Chapter 11 filing. The bankruptcy filing was made two years after predecessors Interstate Bakeries Corp. and its affiliates emerged from bankruptcy (Bankr. W.D. Mo. Case No. 04-45814). In the new Chapter 11 case, Hostess has hired Jones Day as bankruptcy counsel; Stinson Morrison Hecker LLP as general corporate counsel and conflicts counsel; Perella Weinberg Partners LP as investment bankers, FTI Consulting, Inc. to provide an interim treasurer and additional personnel for the Debtors, and Kurtzman Carson Consultants LLC as administrative agent. Matthew Feldman, Esq., at Willkie Farr & Gallagher, and Harry Wilson, the head of turnaround and restructuring firm MAEVA Advisors, are representing the Teamsters union. Attorneys for The Bakery, Confectionery, Tobacco Workers and Grain Millers International Union and Bakery & Confectionery Union & Industry International Pension Fund are Jeffrey R. Freund, Esq., at Bredhoff & Kaiser, P.L.L.C.; and Ancela R. Nastasi, Esq., David A. Rosenzweig, Esq., and Camisha L. Simmons, Esq., at Fulbright & Jaworski L.L.P. The official committee of unsecured creditors selected New York law firm Kramer Levin Naftalis & Frankel LLP as its counsel. Tom Mayer and Ken Eckstein head the legal team for the committee. Hostess Brands in mid-November 2012 opted to pursue the orderly wind down of its business and sale of its assets after the Bakery, Confectionery, Tobacco and Grain Millers Union (BCTGM) commenced a nationwide strike. The Debtor failed to reach an agreement with BCTGM on contract changes. Hostess Brands said it intends to retain approximately 3,200 employees to assist with the initial phase of the wind down. Employee headcount is expected to decrease by 94% within the first 16 weeks of the wind down. The entire process is expected to be completed in one year. Hostess has received court approval for sales raising about $800 million. Apollo Global Management LLC and C. Dean Metropoulos & Co. are buying the snack cake business for $410 million. Flowers Foods Inc. is taking most of the bread business, including the Wonder bread brand for $360 million. Neither of the sales attracted competitive bidding. After an auction with competitive bidding, Mexican baker Grupo Bimbo SAB was given a green light to buy the Beefsteak rye bread business for $31.9 million. HUSTAD INVESTMENT: Court OKs Hiring of Attorneys, Accountant ------------------------------------------------------------ The U.S. Bankruptcy Court for the District of Minnesota last month entered orders authorizing Hustad Investment Corporation, et al., to employ: * Anderson ZurMuehlen & Co., P.C., as accountant. * Ravich Meyer Kirkman McGrath Nauman & Tansey as counsel. * Law Offices of Jay F. Cook, P.A., as special counsel. The accounting firm of Anderson ZurMuehlen will represent the Debtors in connection with tax and accounting matters. The firm's hourly billing rates for its services range from $150 to $270 per hour. The Court approved the amended application to hire Anderson. Ravich will represent the Debtors in connection with all matters relating to their chapter 11 cases at these rates: Hourly Rate ----------- Michael L. Meyer $475 Michael F. McGrath $400 Will Tansey $320 Michael Howard $275 Jay F. Cook will represent the Debtor in connection with real estate matters. The firm's Jay Cook will charge the Debtor at a rate of $375 per hour. About Hustad Investment Hustad Investment Corp., Hustad Investments LP, and Hustad Real Estate Company sought Chapter 11 protection (Bankr. D. Minn. Lead Case No. 13-40789) in Minneapolis on Feb. 20, 2013. The Debtors are engaged in the business of real estate investment. The Debtors own, among others, a commercial development consisting of 8 acres in Eden Prairie, Minnesota, called Bluff Country Village, and a mixed-use development consisting of 110+/- acres in Maple Grove, Minnesota. The majority of Bluff Country Village is owned by HIC, but some of that property is owned by HRE. The Maple Grove Property is owned by HILP. Both Bluff Country Village and the Maple Grove Property are subject to a first mortgage in favor of BMO Harris Bank, N.A. securing a debt of approximately $12.4 million. The Chapter 11 cases were filed on the eve of a sheriff's sale scheduled by BMO in connection with foreclosure of its mortgage. HILP estimated less than $50 million in assets and liabilities. HRE estimated less than $10 million in assets and less than $50 million in liabilities. HIC disclosed $12,941,736 in assets and $15,022,204 in liabilities as of the Chapter 11 filing. The Debtors are represented by Michael L. Meyer, Esq., at Ravich Meyer Kirkman McGrath Nauman, in Minneapolis. HUSTAD INVESTMENT: Files Schedules of Assets and Liabilities ------------------------------------------------------------ Hustad Investment Corporation filed with the U.S. Bankruptcy Court District of Minnesota its schedules of assets and liabilities, disclosing: Name of Schedule Assets Liabilities ---------------- ----------- ----------- A. Real Property $4,045,984 B. Personal Property $8,895,752 C. Property Claimed as Exempt D. Creditors Holding Secured Claims $13,560,249 E. Creditors Holding Unsecured Priority Claims $47,560 F. Creditors Holding Unsecured Non-priority Claims $1,414,395 ----------- ----------- TOTAL $12,941,736 $15,022,204 A copy of the schedules is available for free at http://bankrupt.com/misc/HUSTAD_INVESTMENT_sal.pdf About Hustad Investment Hustad Investment Corp., Hustad Investments LP, and Hustad Real Estate Company sought Chapter 11 protection (Bankr. D. Minn. Lead Case No. 13-40789) in Minneapolis on Feb. 20, 2013. The Debtors are engaged in the business of real estate investment. The Debtors own, among others, a commercial development consisting of 8 acres in Eden Prairie, Minnesota, called Bluff Country Village, and a mixed-use development consisting of 110+/- acres in Maple Grove, Minnesota. The majority of Bluff Country Village is owned by HIC, but some of that property is owned by HRE. The Maple Grove Property is owned by HILP. Both Bluff Country Village and the Maple Grove Property are subject to a first mortgage in favor of BMO Harris Bank, N.A. securing a debt of approximately $12.4 million. The Chapter 11 cases were filed on the eve of a sheriff's sale scheduled by BMO in connection with foreclosure of its mortgage. HILP estimated less than $50 million in assets and liabilities. HRE estimated less than $10 million in assets and less than $50 million in liabilities. HIC disclosed $12,941,736 in assets and $15,022,204 in liabilities as of the Chapter 11 filing. The Debtors are represented by Michael L. Meyer, Esq., at Ravich Meyer Kirkman McGrath Nauman, in Minneapolis. HUSTAD INVESTMENT: Wants to Incur $37,000 Unsecured Loan from Trek ------------------------------------------------------------------ The U.S. Bankruptcy Court for the District of Minnesota will convene a hearing on May 8, 2013, at 9 a.m., to consider Hustad Investment Corporation, et al.'s request to obtain postpetition financing amounting to $37,000. Objections, if any, are due May 3. The Debtors related that the unsecured loan from Trek Development, Inc. is allowable under Section 503(b)(1) as an administrative expense. The Debtors informed the Court that it does not have sufficient cash resources to pay administrative expenses incurred in the ordinary course of business. The Debtors expect to close the first sale of property of the estate by the end of May 2013. The Debtor expects to repay the loan from proceeds of the sale of property of the estate. Trek, according to the Debtors, is owned by Elisabeth Hustad, the president of HRE and HIC. About Hustad Investment Hustad Investment Corp., Hustad Investments LP, and Hustad Real Estate Company sought Chapter 11 protection (Bankr. D. Minn. Lead Case No. 13-40789) in Minneapolis on Feb. 20, 2013. The Debtors are engaged in the business of real estate investment. The Debtors own, among others, a commercial development consisting of 8 acres in Eden Prairie, Minnesota, called Bluff Country Village, and a mixed-use development consisting of 110+/- acres in Maple Grove, Minnesota. The majority of Bluff Country Village is owned by HIC, but some of that property is owned by HRE. The Maple Grove Property is owned by HILP. Both Bluff Country Village and the Maple Grove Property are subject to a first mortgage in favor of BMO Harris Bank, N.A. securing a debt of approximately $12.4 million. The Chapter 11 cases were filed on the eve of a sheriff's sale scheduled by BMO in connection with foreclosure of its mortgage. HILP estimated less than $50 million in assets and liabilities. HRE estimated less than $10 million in assets and less than $50 million in liabilities. HIC disclosed $12,941,736 in assets and $15,022,204 in liabilities as of the Chapter 11 filing. The Debtors are represented by Michael L. Meyer, Esq., at Ravich Meyer Kirkman McGrath Nauman, in Minneapolis. INFOGROUP INC: Downgraded to B- Corporate by S&P ------------------------------------------------ Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that Infogroup Inc., a database provider for direct marketers, received a downgrade Monday from Standard & Poor's to B-, one grade below the reduction issued in February by Moody's Investors Service. S&P based the downgrade on competition and "highly cyclical direct marketing spending." S&P views liquidity as "less than adequate." Revenue for the Papillion, Nebraska-based company declined 7.5 percent during the last quarter of 2012, S&P said. Infogroup was acquired in April 2010 by private-equity investor CCMP Capital Advisors LLC. INNOVATIVE COMMS: Prosser & Cambell Fails to Dismiss Suit --------------------------------------------------------- Bankruptcy Judge Mary F. Walrath denied the request of Prosser & Cambell P.C. to dismiss the complaint filed by Stan Springel, the chapter 11 trustee of the bankruptcy estate of Innovative Communication Corporation. On July 17, 2009, the Trustee commenced the adversary proceeding by filing a complaint against the Defendant to recover alleged pre-petition fraudulent transfers, preferential transfers, and unauthorized postpetition transfers, under sections 544, 547, 548, and 549 of the Bankruptcy Code. The Defendant is a Nebraska professional corporation that provides accounting services. The case is, STAN SPRINGEL, TRUSTEE Plaintiff, v. PROSSER & CAMBELL, P.C. Defendant, Adv. Proc. No. 09-3009 (D. Virgin Islands). A copy of the Court's April 29, 2013 Memorandum Opinion is available at http://is.gd/KOFFV9from Leagle.com. About Prosser & Innovative Communication Headquartered in St. Thomas, Virgin Islands, Innovative Communication Company, LLC -- http://www.iccvi.com/-- and Emerging Communications, Inc., are diversified telecommunications and media companies operating mainly in the U.S. Virgin Islands. Jeffrey J. Prosser owns Emerging Communications and Innovative Communications. Innovative and Emerging filed for Chapter 11 protection (D.V.I. Case Nos. 06-30007 and 06-30008) on July 31, 2006. When the Debtors filed for protection from their creditors, they estimated assets and debts of more than $100 million. Mr. Prosser and his wife, Dawn Prosser, each claimed an interest in wines, eventually valued at over $2 million, located at a number of locations including 252 El Bravo Way, Palm Beach, Florida; the Shoys Estate, St. Croix, Plots 4, 4A, 5, 10A, and 10AA, Christiansted, St. Croix, U.S. Virgin Islands; 89 Victor Herbert Road, Lake Placid, New York; Park Avenue Liquor Shop, 292 Madison Avenue, New York; Zachy's Wine and Liquor, Inc.; and a storage facility called The Store Room. Mr. Prosser filed for personal chapter 11 protection (D. V.I. Case No. 06-10006) on July 31, 2006. According to The (Virgin Islands) Source, he was fired in October 2007 for failing to make payments into the company pension funds. The case was later converted to Chapter 7 liquidation. James P. Carroll was named Chapter 7 Trustee. Greenlight Capital Qualified, L.P., Greenlight Capital, L.P., and Greenlight Capital Offshore, Ltd. -- which held an $18,780,614 claim against Mr. Prosser -- had filed an involuntary chapter 11 against Innovative Communication, Emerging Communications, and Mr. Prosser on Feb. 10, 2006 (Bankr. D. Del. Case Nos. 06-10133, 06-10134, and 06-10135). Mr. Prosser argued that the Greenlight entities, the former shareholders of Innovative Communications, and Rural Telephone Finance Cooperative, Mr. Prosser's lender, conspired to take down his companies into bankruptcy and collect millions in claims. The U.S. District Court of the Virgin Islands, Bankruptcy Division, approved the U.S. Trustee for Region 21's appointment of Stan Springel of Alvarez & Marsal as Chapter 11 Trustee of Innovative and Emerging Communications. INSPIREMD INC: Hikes Annual Salary of CFO to $175,000 ----------------------------------------------------- InspireMD, Inc., modified the compensation packages of Craig Shore, its chief financial officer, and Eli Bar, the senior vice president of research and development and chief technical officer of InspireMD Ltd., the Company's wholly-owned subsidiary, in order to: (i) increase the base salaries of each of Mr. Shore and Mr. Bar to $175,000 per annum; (ii) provide that each of Mr. Shore and Mr. Bar will be eligible to receive an annual bonus equal to up to 30 percent of his base salary, at the sole discretion of the compensation committee of the Company, in consultation with the Company's chief executive officer; and (iii) provide termination benefits upon either of Messrs. Bar's or Shore's termination of service as a result of death, disability, resignation for "good reason" or termination by the Company without "cause". In connection with these modifications, the Company has amended each of Mr. Shore's and Mr. Bar's outstanding options to provide that, upon a termination of service as a result of death, disability, resignation by either Mr. Shore or Mr. Bar for "good reason", or by the Company without "cause," (i) 50 percent of the remaining unvested portion of the Prior Equity Awards will vest, and (ii) the holder has a period equal to the lesser of (A) two years from the date of termination of service, or (B) the period remaining until the original expiration date of that Prior Equity Award, to exercise the Prior Equity Award. The Company intends to enter into new employment agreements with each of Mr. Shore and Mr. Bar memorializing these new compensation terms. On April 24, 2013, the Company and Mr. Alan Milinazzo amended each of Mr. Milinazzo's (i) Employment Agreement, dated Jan. 3, 2013, and (ii) Restricted Stock Award Agreement, dated Jan. 3, 2013, in order to change the vesting of the restricted stock awarded to Mr. Milinazzo thereunder from monthly vesting to annual vesting. On April 25, 2013, in recognition of the significant contributions to the Company by Mr. Milinazzo since his joining the Company in January 2013, the Company granted to Mr. Milinazzo (i) options to purchase 297,447 shares of common stock of Common Stock, with an exercise price of $2.05 per share and (ii) 179,866 restricted shares of Common Stock. The April Option Grant vests in three equal annual installments, with 1/3 vesting and becoming exercisable on each of April 25, 2014, April 25, 2015, and April 25, 2016, subject to Mr. Milinazzo's "continued service" with the Company. The April RS Grant is subject to forfeiture until vested. This award vests in three equal annual installments, with 1/3 vesting on each of April 25, 2014, April 25, 2015 and April 25, 2016, subject to Mr. Milinazzo's "continued service" with the Company. About InspireMD InspireMD, Inc., was organized in the State of Delaware on Feb. 29, 2008, as Saguaro Resources, Inc., to engage in the acquisition, exploration and development of natural resource properties. On March 28, 2011, the Company changed its name from "Saguaro Resources, Inc." to "InspireMD, Inc." Headquartered in Tel Aviv, Israel, InspireMD, Inc., is a medical device company focusing on the development and commercialization of its proprietary stent platform technology, Mguard. MGuard provides embolic protection in stenting procedures by placing a micron mesh sleeve over a stent. The Company's initial products are marketed for use mainly in patients with acute coronary syndromes, notably acute myocardial infarction (heart attack) and saphenous vein graft coronary interventions (bypass surgery). The Company's balance sheet at Dec. 31, 2012, showed US$11.59 million in total assets, US$11.39 million in total liabilities and a US$204,000 in total equity. InspireMD reported a net loss of US$17.59 million on US$5.35 million of revenue for the year ended June 30, 2012, compared with a net loss of US$6.17 million on US$4.67 million of revenue during the prior year. Kesselman & Kesselman, in Tel Aviv, Israel, issued a "going concern" qualification on the consolidated financial statements for the year ended June 30, 2012. The independent auditors noted that the Company has had recurring losses, negative cash flows from operating activities and has significant future commitments that raise substantial doubt about its ability to continue as a going concern. The Company said the following statement in its quarterly report for the period ended Dec. 31, 2012: "The Company has had recurring losses and negative cash flows from operating activities and has significant future commitments. For the six months ended December 31, 2012, the Company had losses of approximately $9.4 million and negative cash flows from operating activities of approximately $5.8 million. The Company's management believes that its financial resources as of December 31, 2012 should enable it to continue funding the negative cash flows from operating activities through the three months ended September 30, 2013. Furthermore, commencing October 2013, the Company's senior secured convertible debentures (the "2012 Convertible Debentures") are subject to a non-contingent redemption option that could require the Company to make a payment of $13.3 million, including accrued interest. Since the Company expects to continue incurring negative cash flows from operations and in light of the cash requirement in connection with the 2012 Convertible Debentures, there is substantial doubt about the Company's ability to continue operating as a going concern. These financial statements include no adjustments of the values of assets and liabilities and the classification thereof, if any, that will apply if the Company is unable to continue operating as a going concern." INSPIREMD INC: Sol Barer Held 6.9% Stake as of April 16 ------------------------------------------------------- In an amended Schedule 13D filing with the U.S. Securities and Exchange Commission, Sol J. Barer disclosed that, as of April 16, 2013, he beneficially owned 2,334,896 shares of common stock of InspireMD, Inc., representing 6.9% of the shares outstanding. A copy of the regulatory filing is available at http://is.gd/UtK268 About InspireMD InspireMD, Inc., was organized in the State of Delaware on Feb. 29, 2008, as Saguaro Resources, Inc., to engage in the acquisition, exploration and development of natural resource properties. On March 28, 2011, the Company changed its name from "Saguaro Resources, Inc." to "InspireMD, Inc." Headquartered in Tel Aviv, Israel, InspireMD, Inc., is a medical device company focusing on the development and commercialization of its proprietary stent platform technology, Mguard. MGuard provides embolic protection in stenting procedures by placing a micron mesh sleeve over a stent. The Company's initial products are marketed for use mainly in patients with acute coronary syndromes, notably acute myocardial infarction (heart attack) and saphenous vein graft coronary interventions (bypass surgery). The Company's balance sheet at Dec. 31, 2012, showed US$11.59 million in total assets, US$11.39 million in total liabilities and a US$204,000 in total equity. InspireMD reported a net loss of US$17.59 million on US$5.35 million of revenue for the year ended June 30, 2012, compared with a net loss of US$6.17 million on US$4.67 million of revenue during the prior year. Kesselman & Kesselman, in Tel Aviv, Israel, issued a "going concern" qualification on the consolidated financial statements for the year ended June 30, 2012. The independent auditors noted that the Company has had recurring losses, negative cash flows from operating activities and has significant future commitments that raise substantial doubt about its ability to continue as a going concern. The Company said the following statement in its quarterly report for the period ended Dec. 31, 2012: "The Company has had recurring losses and negative cash flows from operating activities and has significant future commitments. For the six months ended December 31, 2012, the Company had losses of approximately $9.4 million and negative cash flows from operating activities of approximately $5.8 million. The Company's management believes that its financial resources as of December 31, 2012 should enable it to continue funding the negative cash flows from operating activities through the three months ended September 30, 2013. Furthermore, commencing October 2013, the Company's senior secured convertible debentures (the "2012 Convertible Debentures") are subject to a non-contingent redemption option that could require the Company to make a payment of $13.3 million, including accrued interest. Since the Company expects to continue incurring negative cash flows from operations and in light of the cash requirement in connection with the 2012 Convertible Debentures, there is substantial doubt about the Company's ability to continue operating as a going concern. These financial statements include no adjustments of the values of assets and liabilities and the classification thereof, if any, that will apply if the Company is unable to continue operating as a going concern." INTELLICELL BIOSCIENCES: John Pavia Quits as Director ----------------------------------------------------- John Pavia resigned as a director of Intellicell Biosciences, Inc., effective April 12, 2013. There was no disagreement or dispute between Mr. Pavia and the Company which led to his resignation. In Default Under Corcon Lease On April 5, 2013, a company owned by Dr. Steven Victor, the Company's chief executive officer, who is the primary tenant on the lease for the Company's offices located at 460 Park Avenue, 17th Floor, New York, New York 10022, received a notice from the owner and landlord of the Property that it is in default under the terms of the lease since it has failed to cause the discharge of the mechanic's liens filed by JKT Construction Inc. d/b/a/ Corcon on the Property. As previously disclosed, the Company and Dr. Victor were served with notice that on Feb. 27, 2013, Corcon filed a complaint against, among other parties, Tenant, the Company and Dr. Victor, in the Supreme Court of the State of New York, Case No. 151778/2013, alleging, among other things, breach of contract, unjust enrichment, quantum meruit and foreclosure on a mechanics lien related to work performed in the build out of the Property. Corcon is seeking, among other things, that their claims be determined to be a valid lien against the Property and that they be able to foreclose on and sell the Property, a judgment for any deficiency against, among other parties, the Company and Dr. Victor and an amount of compensatory damages not less than $442,334, plus interest, costs, attorneys' fees and expenses. Pursuant to the terms of the Notice, if the Tenant failed to discharge all of the mechanics liens by April 9, 2013, the Landlord may give to Tenant a written five days' notice of termination of the lease for the Property. As of April 24, 2013, the Company has not received a notice of termination of the lease from the Landlord. The Tenant has been in continuous discussions with the Landlord and is currently continuing to work on making further arrangements to honor the remaining obligations under the lease. There can be no assurance that any such arrangements will ever materialize or be permissible or sufficient to cover any or all of the obligations under the lease or that the Landlord will not exercise its rights under the lease or termination notice, including but not limited to, terminating the lease. About Intellicell Biosciences Intellicell BioSciences, Inc., headquartered in New York, N.Y., was formed on Aug. 13, 2010, under the name "Regen Biosciences, Inc." as a pioneering regenerative medicine company to develop and commercialize regenerative medical technologies in large markets with unmet clinical needs. On Feb. 17, 2011, the company changed its name from "Regen Biosciences, Inc." to "IntelliCell BioSciences Inc". To date, IntelliCell has developed proprietary technologies that allow for the efficient and reproducible separation of stromal vascular fraction (branded "IntelliCell(TM)") containing adipose stem cells that can be performed in tissue processing centers and in doctors' offices. The Company has incurred losses since inception resulting in an accumulated deficit of $43,079,590 and a working capital deficit of $3,811,024 as of March 31, 2012, respectively. However, if the non-cash expense related to the Company's change in fair value of derivative liability and stock based compensation is excluded then the accumulated deficit amounted to $4,121,538. Further losses are anticipated in the continued development of its business, raising substantial doubt about the Company's ability to continue as a going concern. The Company's balance sheet at Sept. 30, 2012, showed $4.15 million in total assets, $7.31 million in total liabilities and a $3.16 million total stockholders' deficit. INTERSTATE BANKERS: A.M. Best Cuts Finc'l. Strength Rating to 'B' ----------------------------------------------------------------- A.M. Best Co. has downgraded the financial strength rating to B (Fair) from B+ (Good) and issuer credit rating to "bb" from "bbb-" of Interstate Bankers Casualty Company (Interstate Bankers) (Chicago, IL). The outlook for both ratings is negative. The rating actions reflect the continuing deterioration in Interstate Bankers' operating results, which resulted in a significant decline in capitalization in 2012, as shown by a nearly 30% drop in surplus levels during the past year. The company's poor operating performance was driven by underwriting losses, as it strengthened reserves in its auto liability book of business. This follows rapid premium growth in this segment in 2008 and 2009, which is a line of coverage that Interstate Bankers began writing in late 2007. The company's recent decline in capitalization has further resulted in highly elevated premium and underwriting leverage ratios. Consequently, Interstate Bankers' risk-adjusted capitalization has deteriorated. However, the company has recently begun taking actions to improve its underwriting performance including taking indicated rate increases and increasing reserves. Going forward, the negative outlook reflects the possibility of future rating downgrades should there be continued deterioration in Interstate Bankers' operating results, underwriting leverage and risk-adjusted capitalization. Also, while near-to-medium term improvements in the company's current rating level are not likely, sustained improvement in its risk-adjusted capitalization and operating results may result in A.M. Best re-evaluating the current outlook. IOWORLDMEDIA INC: Z. McAdoo Held 15.4% Stake as of April 19 ----------------------------------------------------------- In an amended Schedule 13G filing with the U.S. Securities and Exchange Commission, Zachary McAdoo and his affiliates disclosed that, as of April 19, 2013, they beneficially owned 35,045,950 shares of common stock of ioWorldMedia, Incorporated, representing 15.4% of the shares outstanding. Mr. McAdoo previously reported beneficial ownership of 29,045,950 common shares or a 12.8% equity stake as of Dec. 31, 2012. A copy of the amended filing is available for free at http://is.gd/4QT206 About ioWorldMedia Tampa, Fla.-based ioWorldMedia, Incorporated, operates three primary internet media subsidiaries: Radioio, ioBusinessMusic, and RadioioLive. ioWorldMedia disclosed a net loss of $746,619 in 2012, as compared with a net loss of $954,652 in 2011. The Company's balance sheet at Dec. 31, 2012, showed $1.88 million in total assets, $1.58 million in total liabilities, $5.77 million in preferred stock, and a $5.47 million total stockholders' deficit. Patrick Rodgers, CPA, PA, in Altamonte Springs, FL, 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 a minimum cash balance available for payment of ongoing expenses, a negative working capital balance, has incurred losses and negative cash flow from operations for the past two years, and it does not have a source of revenue sufficient to cover its operating costs. These factors raise substantial doubt about the Company's ability to continue as a going concern. ISC8 INC: Issues 9.4 Million Shares of Common Stock --------------------------------------------------- ISC8 Inc. issued an aggregate of 9,463,608 shares of the Company's common stock to 25 accredited investors pursuant to the Company's election, according to the terms and conditions of those certain 12% Subordinated Secured Convertible Notes issued by the Company to those investors on various dates between Dec. 23, 2010, and July 19, 2011. These shares were issued in lieu of cash in order to pay the interest accrued on the Notes for the fiscal quarters ended Dec. 31, 2012, and March 31, 2013, respectively. In addition, on or about Jan. 31, 2013, the Company issued an aggregate of 1,111,112 shares of Common Stock to two accredited investors as payment in full of obligations due from the Company for contract performance. The issuances of Common Stock described in this Current Report on Form 8-K have been determined to be exempt from registration under the Securities Act of 1933, as amended, in reliance on Section 4(2) of the Securities Act as transactions by an issuer not involving a public offering. When the Notes were issued, those transactions were determined to be exempt from registration under the Securities Act, in reliance on Section 4(2) of the Securities Act and Rule 506 of Regulation D promulgated thereunder as transactions by an issuer not involving a public offering. These determinations were based in part on the respective representations by the investors that they were accredited investors, as that term is defined in Regulation D, and that they were acquiring the securities for investment purposes only and not with a view to any distribution or for sale in connection with any distribution. About ISC8 Inc. Costa Mesa, California-based ISC8 Inc. is engaged in the design, development, manufacture and sale of a family of security products, consisting of cyber security solutions for commercial and U.S. government applications, secure memory products, some of which utilize technologies that the Company has pioneered for three-dimensional ("3-D") stacking of semiconductors, systems in a package ("Systems in a Package" or "SIP"), and anti-tamper systems. Squar, Milner, Peterson, Miranda & Williamson, LLP, in Newport Beach, California, expressed substantial doubt about ISC8 Inc.'s ability to continue as a going concern. The independent auditors noted that as of Sept. 30, 2012. the Company has negative working capital of $10.1 million and a stockholders? deficit of $35.4 million. The Company reported a net loss of $19.7 million on $4.2 million of revenues in fiscal 2012, compared with a net loss of $15.8 million on $5.2 million of revenues in fiscal 2011. The Company's balance sheet at Sept. 30, 2012, showed $6.1 million in total assets, $41.5 million in total liabilities, and a stockholders' deficit of $35.4 million. ISTAR FINANCIAL: Completes Sale of 24% Stake in LNR --------------------------------------------------- iStar Financial Inc. has completed the sale of its 24% equity interest in LNR Property LLC and received $220 million in net proceeds. The sale was part of a larger transaction whereby the Company and LNR's other co-owners sold 100% of LNR to Starwood Property Trust Inc. and investment firm Starwood Capital Group for an aggregate purchase price of $1.05 billion. The Company said that it intends to utilize the net proceeds from the sale of LNR to grow its investment originations activity. About iStar Financial New York-based iStar Financial Inc. (NYSE: SFI) provides custom- tailored investment capital to high-end private and corporate owners of real estate, including senior and mezzanine real estate debt, senior and mezzanine corporate capital, as well as corporate net lease financing and equity. The Company, which is taxed as a real estate investment trust, provides innovative and value added financing solutions to its customers. iStar Financial incurred a net loss of $241.43 million in 2012, and a net loss of $25.69 million in 2011. The Company's balance sheet at Dec. 31, 2012, showed $6.15 billion in total assets, $4.82 billion in total liabilities, $13.68 million in redeemable noncontrolling interests, and $1.31 billion in total equity. * * * In March 2012, Fitch affirmed the company's 'B-' issuer default rating. The IDR affirmation is based on a manageable debt maturity profile of the company, pro forma for the recently- consummated secured financing that extends certain of the company's debt maturities, relieving the overhang of significant unsecured debt maturities in 2012 and 2013. While this 2012 financing does not reduce the amount of total debt outstanding, the company's debt maturity profile is more manageable over the next two years, with only 48% of debt maturing pro forma, down from 61%. Given the mild improvement in commercial real estate fundamentals and value stabilization, the company's loan and real estate owned portfolio performance will likely improve going forward, which should increase the company's ability to repay upcoming indebtedness. As reported by the TCR on Oct. 5, 2012, Standard & Poor's Ratings Services affirmed its 'B+' long-term issuer credit rating on iStar Financial Inc. In October 2012, Moody's Investors Service upgraded the corporate family rating to B2 from B3. The current rating reflects the REIT's success in extending near term debt maturities and improving fundamentals in commercial real estate. The ratings on the October 2012 senior secured credit facility takes into account the asset coverage, the size and quality of the collateral pool, and the term of facility. J.C. PENNEY: Plans to Sell Combination of Securities ---------------------------------------------------- J. C. Penney Company, Inc., and wholly owned subsidiary J. C. Penney Corporation, Inc. may offer from time to time to sell, in one or more series, any combination of common stock preferred stock depositary shares, debt securities, guarantees of debt securities of J.C. Penney Corporation, Inc., warrants, stock purchase warrants, stock purchase units, guarantees of debt securities of J.C. Penney Company. J.C. Penney's common stock trades on the New York Stock Exchange under the symbol "JCP." On April 22, 2013, the last reported sale price of the shares of the Company's common stock on the NYSE was $15.54. A copy of the Form S-3 prospectus is available at http://is.gd/sTWeHF 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. J.C. Penney disclosed a net loss of $985 million in 2012, as compared with a net loss of $152 million in 2011. The Company's balance sheet at Feb. 2, 2013, showed $9.78 billion in total assets, $6.61 billion in total liabilities and $3.17 billion in total stockholders' equity. * * * 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. In March 2013, Penney received a letter from bondholders withdrawing and rescinding the Notice of Default. On April 12, 2013, Penney borrowed $850 million out of its $1.85 billion committed revolving credit facility with JPMorgan Chase Bank, N.A., as Administrative Agent, and Wells Fargo Bank, National Association, as LC Agent. Penney said the move was to enhance the Company's financial flexibility and position. J.C. PENNEY: Soros Fund Held 7.9% Equity Stake as of April 15 ------------------------------------------------------------- In a Schedule 13G filing with the U.S. Securities and Exchange Commission, Soros Fund Management LLC and its affiliates disclosed that, as of April 15, 2013, they beneficially owned 17,386,361 shares of common stock of J.C. Penney Company, Inc., representing 7.91% of the shares outstanding. A copy of the filing is available for free at http://is.gd/8WKhah 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. J.C. Penney disclosed a net loss of $985 million in 2012, as compared with a net loss of $152 million in 2011. The Company's balance sheet at Feb. 2, 2013, showed $9.78 billion in total assets, $6.61 billion in total liabilities and $3.17 billion in total stockholders' equity. * * * 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. In March 2013, Penney received a letter from bondholders withdrawing and rescinding the Notice of Default. On April 12, 2013, Penney borrowed $850 million out of its $1.85 billion committed revolving credit facility with JPMorgan Chase Bank, N.A., as Administrative Agent, and Wells Fargo Bank, National Association, as LC Agent. Penney said the move was to enhance the Company's financial flexibility and position. JACKSONVILLE BANCORP: Has New Chairman of the Board --------------------------------------------------- Jacksonville Bancorp, Inc., said that Donald F. Glisson, Jr., was named as Chairman of the Board of Bancorp effective April 23, 2013. Mr. Glisson has been a director of Bancorp and its subsidiary, The Jacksonville Bank, since November 2010, when Bancorp acquired by merger Atlantic BancGroup, Inc., and its banking subsidiary, Oceanside Bank. Mr. Glisson had served as Chairman of the Board of Atlantic BancGroup, Inc., and Oceanside Bank from 1996 through the merger. Mr. Glisson is the chairman and chief executive officer of Triad Financial Services Inc., a consumer finance company based in Jacksonville, with five other offices across the country. Triad is the second largest originator of manufactured housing loans in the U.S. Mr. Glisson is very active in a host of civic and economic endeavors, including serving on the Board of Directors of the Florida State University Alumni Association and the Board of Governors of the Florida State University College of Business. In April 2012, Mr. Glisson was appointed by the CFO of the State of Florida to the Board of Governors of Citizens Insurance Company, the property insurance company created by the State of Florida to provide homeowners insurance to Floridians. Mr. Glisson received his Bachelor of Science degree in Finance from Florida State University. Mr. Glisson succeeds Gary L. Winfield, M.D. as Chairman of the Board, who served in that capacity since July 2012. During the last year, Dr. Winfield was promoted within the Hospital Corporation of America (HCA) and moved to Roanoke, Virginia, to become the Chief Medical Officer of the LewisGale Regional Health System, which is comprised of four hospitals. Stephen C. Green, President and Chief Executive Officer of the Company, stated that, "The Company wishes to express its gratitude to Dr. Winfield for his leadership as Chairman since last July, and we look forward to having Mr. Glisson serve in this capacity as well." Dr. Winfield will continue to serve on the boards of directors of the Company and the Bank, which he has done since their inception. Annual Meeting Results At the annual meeting of shareholders held on April 23, 2013, the Company's shareholders: (a) elected John W. Rose, Price W. Schwenck and Gary L. Winfield, M.D., as directors to serve a three-year term; (b) approved the amendment to the Articles to declassify the Board of Directors; (c) ratified the appointment of Crowe Horwath LLP as the Company's independent auditors for 2013; (d) approved the Company's executive compensation, on a non -binding advisory basis; and (e) approved one year as the frequency of the Say-on-Pay vote, on a non-binding advisory basis. About Jacksonville Bancorp Jacksonville Bancorp, Inc., a bank holding company, is the parent of The Jacksonville Bank, a Florida state-chartered bank focusing on the Northeast Florida market with approximately $583 million in assets and eight full-service branches in Jacksonville, Duval County, Florida, as well as the Company's virtual branch. The Jacksonville Bank opened for business on May 28, 1999, and provides a variety of community banking services to businesses and individuals in Jacksonville, Florida. According to the Form 10-Q for the period ended June 30, 2012, the Bank was adequately capitalized at June 30, 2012. Depository institutions that are no longer "well capitalized" for bank regulatory purposes must receive a waiver from the FDIC prior to accepting or renewing brokered deposits. The Federal Deposit Insurance Corporation Improvement Act of 1991 ("FDICIA") generally prohibits a depository institution from making any capital distribution (including paying dividends) or paying any management fee to its holding company, if the depository institution would thereafter be undercapitalized. The Bank had a Memorandum of Understanding ("MoU") with the FDIC and the Florida Office of Financial Regulation that was entered into in 2008, which required the Bank to have a total risk-based capital of at least 10% and a Tier 1 leverage capital ratio of at least 8%. Recently, on July 13, 2012, the 2008 MoU was replaced by a new MoU, which, among other things, requires the Bank to have a total risk-based capital of at least 12% and a Tier 1 leverage capital ratio of at least 8%. "We did not meet the minimum capital requirements of these MOUs at June 30, 2012, and Dec. 31, 2011, when the Bank had total risk-based capital of 8.09% and 9.85% and Tier 1 leverage capital of 5.26% and 6.88%, respectively." Jacksonville's balance sheet at Sept. 30, 2012, showed $551.55 million in total assets, $537.97 million in total liabilities and $13.57 million in total shareholders' equity. JACKSONVILLE BANCORP: Has $5 Million Rights Offering ---------------------------------------------------- Jacksonville Bancorp, Inc., holding company for The Jacksonville Bank, intends to conduct a rights offering to existing shareholders of up to $5 million. The proposed rights offering would be made through the distribution of nontransferable subscription rights to all eligible shareholders as of a record date, which has yet to be determined. Certain shareholders who were offerees in the Company's December 2012 private placement will not be eligible to receive rights. The Company has filed a registration statement on Form S-1 with the Securities and Exchange Commission to register the 10 million shares of common stock underlying the rights. The Company intends to distribute the rights, and commence the offering, promptly after its registration statement is declared effective by the SEC. A copy of the registration statement is available at http://is.gd/vPD7qS Under the terms of the proposed rights offering, eligible shareholders will receive, at no charge, one right for each share of common stock held as of the record date. The number of shares of common stock for which each right is exercisable has yet to be determined. The exercise price of the rights will be $0.50 per whole share of common stock, which is the same price, on an as- converted basis, at which shares of the Company's Series A Preferred Stock were sold in the Company's December 2012 private placement. The Company will provide notice of the record date and subscription ratio in the future, when they are determined. The proposed rights offering will also include an oversubscription privilege, which will entitle a shareholder who exercises its entire basic subscription privilege the right to purchase additional shares of common stock that are not purchased by other shareholders through the exercise of their basic subscription privileges, subject to the availability and pro rata allocation of shares among persons exercising this oversubscription privilege, and other limitations described in the registration statement. The Company intends to offer any shares not subscribed for in the rights offering through a subsequent public offering, at the same subscription price of $0.50 per share of common stock. The proceeds from the rights offering and public offering are expected to provide additional liquidity for working capital and general corporate purposes, mainly for the subsidiary bank. The rights offering will be made only by means of a prospectus, copies of which will be mailed to all eligible record date shareholders. When available, copies of the prospectus relating to the rights offering may be obtained from the subscription agent for the rights offering: Registrar and Transfer Company (800) 368-5948 or info@rtco.com About Jacksonville Bancorp Jacksonville Bancorp, Inc., a bank holding company, is the parent of The Jacksonville Bank, a Florida state-chartered bank focusing on the Northeast Florida market with approximately $583 million in assets and eight full-service branches in Jacksonville, Duval County, Florida, as well as the Company's virtual branch. The Jacksonville Bank opened for business on May 28, 1999, and provides a variety of community banking services to businesses and individuals in Jacksonville, Florida. Jacksonville Bancorp disclosed a net loss of $43.04 million in 2012, a net loss of $24.05 million in 2011 and a $11.44 million net loss in 2010. The Company's balance sheet at Dec. 31, 2012, showed $565.05 million in total assets, $531.48 million in total liabilities and $33.57 million in total shareholders' equity. "Both Bancorp and the Bank must meet regulatory capital requirements and maintain sufficient capital and liquidity and our regulators may modify and adjust such requirements in the future. The Bank's Board of Directors has agreed to a Memorandum of Understanding (the "2012 MoU") with the FDIC and the OFR for the Bank to maintain a total risk-based capital ratio of 12.00% and a Tier 1 leverage ratio of 8.00%. As of December 31, 2012, the Bank was well capitalized for regulatory purposes and met the capital requirements of the 2012 MoU. If noncompliance or other events cause the Bank to become subject to formal enforcement action, the FDIC could determine that the Bank is no longer "adequately capitalized" for regulatory purposes. Failure to remain adequately capitalized for regulatory purposes could affect customer confidence, our ability to grow, our costs of funds and FDIC insurance costs, our ability to make distributions on our trust preferred securities, and our business, results of operation, liquidity and financial condition, generally," according to the Company's annual report for the year ended Dec. 31, 2012. JAYHAWK ENERGY: Resets Conversion Price of Debentures ----------------------------------------------------- Jayhawk Energy, Inc., in 2009, entered into a securities purchase agreement with certain institutional investors pursuant to which the Company sold to the Investors, in three tranches, convertible debentures and warrants. On April 23, 2013, the Company entered into a Partial Reset of Conversion Price agreement with the Investors. Under the terms of the Partial Reset, the Investors and the Company agreed to the following terms: * Investors have the right to convert, into common stock of the Company, up to 25 percent of the principal amount outstanding, as of April 12, 2013, of each Debenture held by each Investor, at a Conversion Price equal to $0.01 per share; * Each Investor will convert up to 25 percent of the amount of the outstanding principal amount, as of April 12, 2013, of each Debenture, provided that such conversion will not cause the Investor to own more than 9.99% of the outstanding shares of the Company's common stock; * The Maturity Dates of all outstanding Debentures shall be extended to Dec. 31, 2013; * The Expiration Date of all of the remaining outstanding Warrants issued pursuant to the 2009 Transactions will be extended to July 21, 2014; and * The Expiration Date of all of the remaining outstanding Warrants issued pursuant to the 2010 Transactions, will be extended to Jan. 26, 2015. About JayHawk Energy Coeur d'Alene, Idaho-based JayHawk Energy, Inc., is an early stage oil and gas company. The Company's immediate business plan is to focus its efforts on further developing the as yet undeveloped acreage in Southeast Kansas and to expand its oil production on its Crosby (f/k/a Candak), North Dakota properties. Following the financial results for the fiscal year ended Sept. 30, 2012, DeCoria, Maichel and Teague, P.S., in Spokane, Washington, expressed substantial doubt about JayHawk Energy's ability to continue as a going concern, noting that the Company has incurred substantial losses, has negative working capital and has an accumulated deficit. The Company reported a net loss of $4.3 million on $663,229 of total revenue in fiscal 2012 as compared to a net loss of $4.3 million on $363,122 of total revenue in fiscal 2011. The Company's balance sheet at Dec. 31, 2012, showed $1.09 million in total assets, $2.64 million in total liabilities and a $1.55 million total stockholders' deficit. K-V PHARMACEUTICAL: Conv. Holders Deserve Nothing, Seniors Say -------------------------------------------------------------- Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that holders of 75 percent of $225 million in senior secured notes issued by K-V Pharmaceutical Co. say the creditors' committee is serving the interest of the "out-of-the-money convertible noteholders" who are trying to "extract whatever value they can get." The statements were made to support the approval of disclosure materials explaining the K-V reorganization plan coming up for hearing on May 1 in U.S. Bankruptcy Court in Manhattan. The report notes that the disclosure hearing had been set for April 23 until it was postponed so the committee could work on a commitment for replacement financing to underpin a different reorganization plan. The noteholders said there is "no reason" to believe that commitments for alternative financing are "real." Under the Chapter 11 reorganization originally plan filed in January and most recently revised in April, first-lien noteholders would receive 97 percent of the stock along with a $50 million second-lien term loan. General unsecured creditors are being offered $1.7 million to cover $18.8 million in claims, for a predicted 9.05 percent recovery. Previously, they were being offered less than $1.5 million. The convertible noteholders are being offered 3 percent of the new stock for a projected 1.9 percent recovery. About K-V Pharmaceutical K-V Pharmaceutical Company (NYSE: KVa/KVb) -- http://www.kvpharmaceutical.com/-- is a fully integrated specialty pharmaceutical company that develops, manufactures, markets, and acquires technology-distinguished branded and generic/non-branded prescription pharmaceutical products. The Company markets its technology distinguished products through ETHEX Corporation, a subsidiary that competes with branded products, and Ther-Rx Corporation, the company's branded drug subsidiary. K-V Pharmaceutical Company and certain domestic subsidiaries on Aug. 4, 2012, filed voluntary Chapter 11 petitions (Bankr. S.D.N.Y. Lead Case No. 12-13346, under K-V Discovery Solutions Inc.) to restructure their financial obligations. K-V employed Willkie Farr & Gallagher LLP as bankruptcy counsel, Williams & Connolly LLP as special litigation counsel, and SNR Denton as special litigation counsel. In addition, K-V tapped Jefferies & Co., Inc., as financial advisor and investment banker. Epiq Bankruptcy Solutions LLC is the claims and notice agent. The U.S. Trustee appointed five members to serve in the Official Committee of Unsecured Creditors. Kristopher M. Hansen, Esq., Erez E. Gilad, Esq., and Matthew G. Garofalo, Esq., at Stroock & Stroock & Lavan LLP, represent the Creditors Committee. Weil, Gotshal & Manges LLP's Robert J. Lemons, Esq., and Lori R. Fife, Esq., represent an Ad Hoc Senior Noteholders Group. K-V PHARMACEUTICAL: Has Court OK to Employ W&C as Counsel --------------------------------------------------------- Judge Allan L. Gropper of the U.S. Bankruptcy Court for the Southern District of New York authorized K-V Pharmaceutical Company and its debtor affiliates to employ Williams & Connolly LLP as special litigation counsel, nunc pro tunc to March 14, 2013. About K-V Pharmaceutical K-V Pharmaceutical Company (NYSE: KVa/KVb) -- http://www.kvpharmaceutical.com/-- is a fully integrated specialty pharmaceutical company that develops, manufactures, markets, and acquires technology-distinguished branded and generic/non-branded prescription pharmaceutical products. The Company markets its technology distinguished products through ETHEX Corporation, a subsidiary that competes with branded products, and Ther-Rx Corporation, the company's branded drug subsidiary. K-V Pharmaceutical Company and certain domestic subsidiaries on Aug. 4, 2012, filed voluntary Chapter 11 petitions (Bankr. S.D.N.Y. Lead Case No. 12-13346, under K-V Discovery Solutions Inc.) to restructure their financial obligations. K-V employed Willkie Farr & Gallagher LLP as bankruptcy counsel, Williams & Connolly LLP as special litigation counsel, and SNR Denton as special litigation counsel. In addition, K-V tapped Jefferies & Co., Inc., as financial advisor and investment banker. Epiq Bankruptcy Solutions LLC is the claims and notice agent. The U.S. Trustee appointed five members to serve in the Official Committee of Unsecured Creditors. Kristopher M. Hansen, Esq., Erez E. Gilad, Esq., and Matthew G. Garofalo, Esq., at Stroock & Stroock & Lavan LLP, represent the Creditors Committee. Weil, Gotshal & Manges LLP's Robert J. Lemons, Esq., and Lori R. Fife, Esq., represent an Ad Hoc Senior Noteholders Group. KIT DIGITAL: Can Tap Its Bankruptcy Loan, Judge Says ---------------------------------------------------- Dow Jones' DBR Small Cap reports that KIT digital Inc. won court approval for $1.2 million in interim financing from an investment firm which would take a stake in the video streaming services provider after it emerges from bankruptcy. As reported in the April 29, 2013 edition of the TCR, KIT digital has arranged $3 million of postpetition financing from an affiliate of JEC Capital Partners LLC, one of the members of the plan sponsor group. Pursuant to the terms of the Debtor-In-Possession Credit Agreement, dated April 25, 2013, JEC II Associates, LLC, has agreed to provide the Debtor with a $3 million super priority loan, secured by a lien on all of the assets of the Debtor that is junior to the Debtor's valid prepetition secured debt. Upon confirmation of the Plan, the DIP Financing will be satisfied by (i) payment of all accrued interest in cash and (ii) equitization of the outstanding principal into 10.71% of the total outstanding shares of common stock of the Reorganized Debtor. The DIP loan will bear interest at 13% per annum and mature on July 29, 2013. The DIP lender has agreed to provide $1.2 million upon interim approval of the DIP financing. About KIT digital New York-based KIT digital Inc. -- http://www.kitd.com/-- is a video management software and services company. KIT digital services nearly 2,500 clients in 50+ countries including some of the world's biggest brands, such as Airbus, The Associated Press, AT&T, BBC, BSkyB, Disney-ABC, Google, HP, MTV, News Corp, Sky Deutschland, Sky Italia, Telecom Argentina, Telecom Italia, Telefonica, Universal Studios, Verizon, Vodafone VRT and Volkswagen. KIT digital filed for Chapter 11 bankruptcy (Bankr. S.D.N.Y. Case No. 13-11298) in Manhattan on April 25, 2013k, estimating more than $10 million in both assets and debts. KIT's operating subsidiaries, including Ioko 365, Polymedia, Kewego, Multicast and Megahertz are not included in the Chapter 11 filing. Jennifer Feldsher, Esq., and Anna Rozin, Esq., at Bracewell & Giuliani LLP, in New York, serve as counsel to the Debtor. American Legal Claims Services LLC is the claims and noticing agent and the administrative agent. KRATOS DEFENSE: S&P Revises Outlook to Stable & Affirms 'B' CCR --------------------------------------------------------------- Standard & Poor's Ratings Services said that it revised its outlook on San Diego, Calif.-based Kratos Defense & Security Solutions Inc. to stable from positive. At the same time, S&P affirmed all other ratings, including the 'B' corporate credit rating. "The outlook revision reflects our expectation that credit metrics will not approach levels that we believe could warrant an upgrade in the next 12 months, including debt to EBITDA below 4.5x," said Standard & Poor's credit analyst Chris Mooney. "We expect that U.S. defense spending reductions and continued budget uncertainty will result in relatively flat sales and earnings over the next year compared with prior expectations of modest growth. While we believe debt reduction is possible over time, we do not expect a material reduction over the next year because the company's only outstanding debt is not callable until mid-2014. Therefore, we expect debt to EBITDA to remain about 6x (5x-5.5x net of cash in excess of $10 million) over the next year, compared with prior expectations of about 5x in 2013". Kratos provides specialized products, mission-critical engineering, information technology (IT) services, and war fighter solutions to the U.S. military, intelligence, homeland security, and public safety markets. S&P's "weak" business risk profile assessment incorporates Kratos' modest size compared with some competitors and exposure to declining defense budgets and possible changes in military spending priorities. Good program and customer diversity partially offset these factors. S&P views Kratos' financial risk profile as "highly leveraged" because of the company's weak credit protection measures arising from high debt leverage to fund acquisitions in recent years, which S&P's expectation of good free cash flow generation somewhat tempers. While small bolt-on acquisitions are possible, S&P do not expect large debt-financed acquisitions over the next two years. The outlook is stable. Although future defense spending levels are highly uncertain, S&P believes that most of the company's programs are in areas that will continue to receive solid funding, which should result in relatively flat revenues and earnings over the next year. As the company is not able to easily pay down debt until its notes become callable in mid-2014, debt to EBITDA is likely to remain about 6x in 2013. However, S&P could lower the rating if debt to EBITDA were to rise above 7x for an extended period of time, which would most likely be the result of reduced funding for Kratos' programs. S&P could raise the rating if debt to EBITDA were to fall below 4.5x, which would most likely be because of significant debt reduction. LA FRONTERA: S&P Assigns Prelim. 'BB-' Rating to $1BB Term Loan --------------------------------------------------------------- Standard & Poor's Ratings Services said it assigned its preliminary 'BB-' senior secured rating and preliminary '2' recovery rating to La Frontera Generation LLC's proposed first- lien senior secured $1 billion term loan B. The '2' recovery rating indicates substantial recovery (70% to 90%) of principal in a default scenario. The outlook is stable. La Frontera is a single-purpose entity issuing project finance debt that owns two combined-cycle natural gas turbine facilitates with total operating capacity of 3,000 megawatts in ERCOT North. While S&P considerz La Frontera's obligations to be non-recourse to that of ultimate parent NextEra Energy Inc., the lack of certain structural features such as an independent director and a nonconsolidation opinion prevents S&P from treating those obligations as bankruptcy remote, and as a result, the rating is weak-linked to the parent company. The project will initially be capitalized with $1 billion of debt and it will use initial term loan proceeds to fund a $869 million dividend to NextEra. The rating is preliminary, subject to final documentation and a transaction structure review under Standard & Poor's project finance criteria. "The 'BB-' rating mainly reflects the volatility of cash flows due to merchant power market conditions, partially offset by commodity hedges that cover about 72% of gross margin in 2013-2015," said Standard & Poor's credit analyst Nora Pickens. While S&P's base case cash flow is healthy and results in no refinancing risk at maturity in Sept. 2020, there is still considerable downside risk, as volatile merchant revenue will be required to amortize debt to a manageable level upon maturity. The commodity hedges do, however, provide the project with a base level of cash flow (around $175 million in 2014 and $160 million in 2015, which compares with roughly $60 million in debt service) while introducing only modest differences between the realized power price and the index that determines its payment from Merrill Lynch Commodities. The stable outlook on La Frontera reflects S&P's expectations of low refinancing risk at maturity due to improving, albeit likely volatile, power market conditions in ERCOT. S&P would consider a downgrade if it expected debt service to fall substantially below 2x or if forecast refinancing risk increased to more than $100 per kilowatt. Such a scenario would most likely happen due to lower merchant power revenues or unanticipated operational difficulties. An upgrade is unlikely at this time, but could occur if the project mitigates its exposure to merchant market risk by entering into new hedging agreements that increase cash flow predictability, or if S&P has higher confidence in ERCOT market conditions such that energy prices there rise and stabilize for an extended period of time. As such, S&P could consider an upgrade if it expected debt service coverage to rise above 5x and refinancing risk to remain minimal in 2020. LBC TANK: S&P Assigns 'B+' CCR & Rates $396MM Facilities 'BB' ------------------------------------------------------------- Standard & Poor's Ratings Services assigned its 'B+' corporate credit rating to LBC Tank Terminals Holdings Netherlands BV. At the same time, S&P assigned a 'BB' issue-level rating and a '1' recovery rating to LBC's $396 million senior secured credit facilities due 2020, and a 'B' issue-level rating and a '5' recovery rating to the company's $350 million senior unsecured notes due 2023. The outlook is stable. The ratings on LBC reflect a "satisfactory" business risk profile and a "highly leveraged" financial risk profile. Factors that influence the ratings include the company's aggressive financial leverage, limited scale and its short weighted-average contract life, which expose the company to changing end-user demand and competition. Partially offsetting these weaknesses are the general cash flow stability associated with LBC's storage assets and its globally diverse footprint. The stable ratings outlook reflects S&P's expectation that the market for LBC's storage products will remain healthy and the company will successfully execute its expansion plans in the short term. "Although higher ratings are unlikely during the next 12 to 24 months, we could consider them if LBC increases its scale and reduces financial leverage to less than 5x. We could lower the rating if sector fundamentals deteriorate, competition from U.S. or overseas facilities erodes storage pricing significantly, or the planned expansions are delayed, such that financial leverage approaches 7x," said Standard & Poor's credit analyst Michael Grande. LDK SOLAR: Signs Second Shares Purchase Agreement with Fulai ------------------------------------------------------------ LDK Solar Co., Ltd., has entered into a share purchase agreement dated April 25, 2013, with Fulai Investments Limited, which has agreed to purchase additional 25,000,000 newly issued ordinary shares of LDK Solar, at a purchase price of US$1.03 per share with an aggregate purchase price of US$25,750,000, subject to the terms and conditions of the share purchase agreement, including a lock- up for 180 days from the closing date of the contemplated transactions. The share purchase price reflects an 8% discount to the five-day average share price. Pursuant to the share purchase agreement, the parties will endeavor to fulfill the closing conditions to consummate the transactions prior to June 28, 2013. Fulai Investments has agreed to pay LDK Solar in two installments prior to the closing: the first in May for US$15,000,000 and the second in June for US$10,750,000. Fulai Investments also has the right to designate two non-executive directors to the LDK Solar board upon consummation of the transaction. The net proceeds will be used for general corporate purposes in LDK Solar's operations. Fulai Investments Limited is company incorporated and existing under the laws of the British Virgin Islands wholly owned by Mr. Cheng Kin Ming, a Chinese merchant conducting business in Hong Kong. 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 reported a net loss of $514.74 million on $135.89 million of net sales for the three months ended Dec. 31, 2012, as compared with a net loss of $95.93 million on $291.52 million of net sales for the three months ended Sept. 30, 2012. LDK Solar's balance sheet at Dec. 31, 2012, showed $5.27 billion in total assets, $5.41 billion in total liabilities, $323.29 million in redeemable non-controlling interests, and a $466.79 million total deficit. LEE'S FORD: Can Access BB&T's Cash Collateral Until May 10 ---------------------------------------------------------- The U.S. Bankruptcy Court for the Eastern District of Kentucky authorized Lee's Ford Dock, Inc., et al.'s continued use of Branch Banking & Trust Company's cash collateral until May 10, 2013. The Court has already entered 12 interim orders allowing the Debtor to use cash collateral. As adequate protection for the use of BB&T's cash collateral, the Debtors will make a monthly adequate protection payment to BB&T in the amount of $15,000. The parties reserve all claims and arguments related to the entitlement or amount of adequate protection payments from May 11, 2013 forward. All other terms of the prior interim orders will remain in full force and effect through May 10, 2013. The Court also ordered that if the Debtors and the cash collateral creditors are unable to reach an agreement as to the terms of a final order by May 10, 2013, they may tender further interim orders. A final hearing has been set for May 29, at 9:30 a.m. About Lee's Ford Dock Lee's Ford Dock Inc., Hamilton Brokerage LLC, Hamilton Capital LLC, Lee's Ford Hotels LLC, Lee's Ford Woods LLC, and Top Shelf Marine Sales Inc., filed for Chapter 11 bankruptcy (Bankr. E.D. Ky. Case Nos. 12-60818 to 12-60823) on July 4, 2008. The Debtors collectively operate as "Lee's Ford Resort & Marina" -- http://www.leesfordmarina.com/-- which consists of a boat dock, lodging facilities, the Harbor Restaurant & Tavern, a retail store, and a boat brokerage business and Web site located at http://www.buyaboat.neton Lake Cumberland in Nancy, Kentucky. Hamilton Brokerage LLC and Hamilton Capital LLC are not actively involved in the Debtors' operations, but are holding companies set up as part of the structure of the original purchase transactions which began in 2003. The Debtors' revenues were adversely impacted by the lowering of the water level of Lake Cumberland in January 2007 to allow for repairs to Wolf Creek Dam. The Debtors were forced to incur extraordinary costs to relocate the Dock and related facilities in accordance with the new water level. DelCotto Law Group PLLC serves as the Debtors' counsel. In its petition, Lee's Ford Dock estimated $10 million to $50 million in assets and debt. The petition was signed by James D. Hamilton, president. Mr. Hamilton has been designated as the individual responsible for performing the duties of the Debtors. LEHMAN BROTHERS: Court Approves Settlement With Swiss Unit ---------------------------------------------------------- Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that reorganized Lehman Brothers Holdings Inc. received bankruptcy court approval last week for what had been a $59.3 billion claim from Swiss affiliate Lehman Brothers Finance AG. The settlement gives the Swiss subsidiary's liquidators an unsecured claim for $942 million. The report recounts that the Lehman brokerage subsidiary settled last year with the liquidators for the Swiss affiliate. The controversy surrounded Lehman's decision not long before bankruptcy in 2008 to grant guarantees on behalf of subsidiaries like the Swiss affiliate. After bankruptcy, the Lehman parent contended guarantees weren't enforceable. The settlement gives the Swiss affiliate an approved unsecured claim for $942 million against the U.S. parent on account of the guarantee. The Lehman parent in return has a claim of about 9.55 billion Swiss francs ($10.15 billion). The claim will be partly subordinated so non-affiliated creditors recover $1.275 billion before the parent begins receiving payment on its claim. About Lehman Brothers Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was the fourth largest investment bank in the United States. For more than 150 years, Lehman Brothers has been a leader in the global financial markets by serving the financial needs of corporations, governmental units, institutional clients and individuals worldwide. Lehman Brothers filed for Chapter 11 bankruptcy Sept. 15, 2008 (Bankr. S.D.N.Y. Case No. 08-13555). Lehman's bankruptcy petition disclosed US$639 billion in assets and US$613 billion in debts, effectively making the firm's bankruptcy filing the largest in U.S. history. Several other affiliates followed thereafter. Affiliates Merit LLC, LB Somerset LLC and LB Preferred Somerset LLC sought for bankruptcy protection in December 2009. The Debtors' bankruptcy cases are handled by Judge James M. Peck. Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife, Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil, Gotshal & Manges, LLP, in New York, represent Lehman. Epiq Bankruptcy Solutions serves as claims and noticing agent. Dennis F. Dunne, Esq., Evan Fleck, Esq., and Dennis O'Donnell, Esq., at Milbank, Tweed, Hadley & McCloy LLP, in New York, serve as counsel to the Official Committee of Unsecured Creditors. Houlihan Lokey Howard & Zukin Capital, Inc., is the Committee's investment banker. On Sept. 19, 2008, the Honorable Gerard E. Lynch of the U.S. District Court for the Southern District of New York, entered an order commencing liquidation of Lehman Brothers, Inc., pursuant to the provisions of the Securities Investor Protection Act (Case No. 08-CIV-8119 (GEL)). James W. Giddens has been appointed as trustee for the SIPA liquidation of the business of LBI. The Bankruptcy Court approved Barclays Bank Plc's purchase of Lehman Brothers' North American investment banking and capital markets operations and supporting infrastructure for US$1.75 billion. Nomura Holdings Inc., the largest brokerage house in Japan, purchased LBHI's operations in Europe for US$2 plus the retention of most of employees. Nomura also bought Lehman's operations in the Asia Pacific for US$225 million. Lehman emerged from bankruptcy protection on March 6, 2012, more than three years after it filed the largest bankruptcy in U.S. history. The Chapter 11 plan for the Lehman companies other than the broker was confirmed in December 2011. Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by Lehman Brothers Holdings, Inc., and other insolvency and bankruptcy proceedings undertaken by its affiliates. LEVEL 3: Incurs $78 Million Net Loss in First Quarter ----------------------------------------------------- Level 3 Communications, Inc., reported a net loss of $78 million on $1.57 billion of revenue for the three months ended March 31, 2013, as compared with a net loss of $138 million on $1.58 billion of revenue for the same period a year ago. The Company's balance sheet at March 31, 2013, showed $12.88 billion in total assets, $11.77 billion in total liabilities and $1.10 billion in stockholders' equity. "I am excited to be leading Level 3 at a time when we have a great opportunity to expand our market position in the enterprise business," said Jeff Storey, president and CEO of Level 3. "We intend to continue our focus on providing outstanding service to our customers, and believe that will help us deliver profitable revenue growth, margin expansion and free cash flow generation." A copy of the press release is available at: http://is.gd/v1nDg2 About Level 3 Communications Headquartered in Broomfield, Colorado, Level 3 Communications, Inc., is a publicly traded international communications company with one of the world's largest communications and Internet backbones. Level 3 incurred a net loss of $422 million in 2012, a net loss of $756 million in 2011, and a $622 net loss in 2010. * * * In October 2012, Fitch Ratings affirmed the 'B' Issuer Default Ratings (IDRs) assigned to Level 3. Fitch's ratings incorporate LVLT's highly levered balance sheet, its weaker competitive position and lack of s Level 3 carries a 'B-' corporate credit rating, with positive outlook, from Standard & Poor's Ratings Services. LIBERTY HARBOR: Exclusive Plan Filing Date Extended Until July 22 ----------------------------------------------------------------- Judge Novalyn L. Winfield of the U.S. Bankruptcy Court for the District of New Jersey further extended Liberty Harbor Holding, LLC, Liberty Harbor North II Urban Renewal Company, L.L.C. and Liberty Harbor North, Inc.'s exclusive period for filing a Plan of Reorganization, through and including July 22, 2013, and exclusive period in which to obtain confirmation of a Plan of Reorganization through and including September 23. About Liberty Harbor Jersey City, New Jersey-based Liberty Harbor Holding, LLC, along with two affiliates, sought Chapter 11 protection (Banrk. D.N.J. Lead Case No. 12-19958) in Newark on April 17, 2012. Each of the Debtors is solely owned by Peter Mocco. Liberty, as of April 16, 2012, had total assets of $350.08 million, comprising of $350 million of land, $75,000 in accounts receivable and $458 cash. The Debtor says that it has $3.62 million of debt, consisting of accounts payable of $73,500 and unsecured non-priority claims of $3,540,000. The Debtor's real property consists of Block 60, Jersey City, NJ 100% ownership Lots 60, 70, 69.26, 61, 62, 63, 64, 65, 25H, 26A, 26B, 27B, 27D. Affiliates that filed separate petitions are: Liberty Harbor II Urban Renewal Co., LLC (Case No. 12-19961) and Liberty Harbor North, Inc. (Case No. 12-19964). The three cases are administratively consolidated. Judge Novalyn L. Winfield presides over the case. Wasserman, Jurista & Stolz, P.C. srves as insolvency counsel and Scarpone & Vargo as special litigation counsel. The petition was signed by Peter Mocco, managing member. Roberta A. DeAngelis, U.S. Trustee for Region 3, appointed three creditors to the Official Committee of Unsecured Creditors in the Chapter 11 cases of the Debtor. LIBERTY MEDICAL: Keeps Insulin Pump Business in Alere Deal ---------------------------------------------------------- Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that Liberty Medical Supply Inc. won bankruptcy court approval of a settlement with secured lender Alere Inc. allowing Liberty to retain the Medicare insulin-pump business. The report recounts that Liberty was purchased in April 2012 by St. Louis-based Express Scripts Inc., which announced in August that it would divest the diabetic-supply business. Financed with a $40 million loan from Alere, management completed the acquisition because Alere wouldn't buy the business directly, according to a court filing. Disputes arose regarding the portions of the business Alere could buy under an option agreement connected with the loan. The Chapter 11 filing was intended partly to bar Alere from exercising the option. According to the report, the settlement, approved by the bankruptcy court on April 26, allows Alere to purchase part of the business in exchange for $17.5 million of the $40 million loan. Liberty will pay off the remaining $22.5 million together with accrued interest. About Liberty Medical Entities that own diabetics supply provider Liberty Medical led by ATLS Acquisition, LLC, sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 13-10262) on Feb. 15, 2013, just less than three months after a management buy-out and amid a notice by the lender who financed the transaction that it's exercising an option to acquire the business. Liberty has been in business for 22 years serving the needs of both type 1 and type 2 diabetic patients. Liberty is a mail order provider of diabetes testing supplies. In addition to diabetes testing supplies, the Debtors also sell insulin pumps and insulin pump supplies, ostomy, catheter and CPAP supplies and operate a large mail order pharmacy. Liberty operates in seven different locations and has 1,684 employees. The Debtors have tapped Greenberg Traurig, LLP as counsel; Ernst & Young LLP to provide investment banking advice; and Epiq Bankruptcy Solutions, LLC, as claims and noticing agent for the Clerk of the Bankruptcy Court. LIBERTY MEDICAL: Aims to Stop June Trial in Fla. Qui Tam Suit ------------------------------------------------------------- Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that Liberty Medical Supply Inc. wants the bankruptcy court to halt a trial in a federal district court alleging the company overcharged the government and made false certifications. According to the report, the case in Florida to be halted is known as a qui tam suit, where an individual sues on behalf of the government alleging claims under the False Claims Act. The government declined to participate in this particular case, which is scheduled for trial in June. The suit is automatically halted against Liberty as a result of the company's Chapter 11 filing in mid-February. The suit isn't automatically stopped against other defendants, such as a shareholder, present and former officers, and former owners. The bankruptcy court scheduled a hearing on May 10 to decide whether the suit should stop against non-bankrupt third parties. LIFECARE HOLDINGS: Unsecured Creditors Estimate 7.5% Recovery ------------------------------------------------------------- Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that LifeCare Holdings Inc. cobbled together a settlement allowing the business to be sold to senior lenders in exchange for $320 million in secured debt. The settlement will come to court for approval at a May 7 hearing. The report relates that the settlement gives $1.5 million in cash to general unsecured creditors other than subordinated noteholders, plus a waiver of lawsuits against unsecured creditors. Unsecured creditors estimate they will have a 7.5 percent cash recovery. The settlement also gives $2 million in cash to the subordinated noteholders, for a 1.7 percent recovery. They take home less than general unsecured creditors in view of the subordination agreement with senior lenders. The senior lenders are providing another $150,000 for the creditors' lawyers. The bankruptcy court in Delaware approved the sale to the lenders early in April, subject to subsequent approval of the settlement. 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, to sell the 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. LINDSAY GENERAL: Files List of Top Unsecured Creditors ------------------------------------------------------ Lindsay General Insurance Agency LLC submitted to the Bankruptcy Court a list identifying its largest unsecured creditors. Creditors with the three largest claims are: Entity Nature of Claim Claim Amount ------ --------------- ------------ Drivers Insurance Company $4,000,000 1855 Satellite Blvd. Ste. 100 Duluth, GA 30097 First United Bank and Trust $3,060,000 PO Box 636 Oakland, MD 21550 National Guaranty Insurance $2,300,000 Company 1855 Satellite Blvd. Ste. 100 Duluth, GA 30097 A copy of the creditors' list is available for free at: http://bankrupt.com/misc/LINDSAY_GENERAL_creditors_list.pdf About Lindsay General Duluth, Georgia-based Lindsay General Insurance Agency, LLC, filed a bare-bones Chapter 11 bankruptcy petition (Bankr. N.D. Ga. Case No. 13-52732) in Atlanta on Feb. 7, 2013. The Debtor estimated assets and debts of $10 million to $50 million. The Debtor is represented by Evan M. Altman, Esq., and George Geeslin, Esq., in Atlanta. LKQ CORP: Moody's Assigns 'Ba3' Rating to New $500MM Senior Notes ----------------------------------------------------------------- Moody's Investors Service assigned a Ba3 rating to LKQ Corporation's new $500 million senior unsecured notes. In a related action, Moody's affirmed LKQ's Corporate Family and Probability of Default ratings at Ba2, and Ba2-PD, respectively, and raised the rating of the existing senior secured bank credit facilities to Ba1 from Ba2. LKQ's rating outlook was changed to positive from stable. LKQ's Speculative Grade Liquidity Rating of SGL-2 was affirmed. LKQ recently announced that it has agreed to acquire Sator Beheer, a leading distributor of automotive aftermarket parts in the Netherlands, Belgium, Luxembourg and northern France, for approximately EUR210.0 million. The acquisition will be funded under the existing revolving credit facility. The new $500 million of senior unsecured notes will then be used to pay down amounts outstanding under the existing revolving credit facility. LKQ also recently announced that it is in discussions to amend its existing credit facility. Ratings Assigned: Ba3 (LGD5, 82%) to the new $500 million senior unsecured notes Ratings Affirmed: Corporate Family Rating, Ba2; Probability of Default, Ba2-PD; Speculative Grade Liquidity Rating, SGL-2 Ratings Upgraded: $950 million senior secured revolving credit facility, to Ba1 (LGD3, 31%) from Ba2 (LGD4, 50%); $250 million senior secured term loan due 2016, to Ba1 (LGD3, 31%) from Ba2 (LGD4, 50%); $200 million senior secured term loan due 2016, to Ba1 (LGD3, 31%) from Ba2 (LGD4, 50%); Ratings Rationale: LKQ's Ba2 Corporate Family Rating incorporates the company's acquisitive history combined with the company's ability to maintain strong credit metrics for the assigned rating. In addition to the announced European acquisition, the company's third largest, LKQ completed 30 acquisitions in 2012, the largest annual number in recent years. Pro forma for the Sator acquisition, LKQ's debt/EBITDA is estimated to modestly increase to 3.1x (including Moody's standard adjustments) from 2.8x. LKQ has a strong history of acquiring and integrating "bolt-on" acquisitions, including Euro Car Parts Ltd. in 2011, which has increased the company's geographic reach and product offerings. Yet, the current transaction continues LKQ's trend of increasing debt levels to support growth. The positive outlook considers LKQ's historical success at integrating both domestic and international acquisitions over the past several years and Moody's expectation that the company's EBIT margins and EBIT/interest coverage will continue in the range consistent with higher ratings. Moody's will look for LKQ to continue to sustain its achievement of previously established credit metric targets over the near- term, including EBIT margins (as adjusted by Moody's) of over 10%, and EBIT/Interest at or above 5x. While the company continues to lag Moody's previously established debt/revenues target of approaching 30%, the company's debt/EBITDA ratio is expected to continue to be supportive of ratings in the Ba range, and the ratings could be upgraded if the company successfully integrates Sator while meeting the aforementioned EBIT margin and EBIT/Interest levels. While not currently contemplated, future events that have the potential to drive LKQ's outlook or ratings lower include: significant customer attrition, complications in the integration of acquisitions, a significant deterioration in liquidity, or additional debt financed acquisitions which increase leverage above current levels. Consideration for a lower outlook or rating could arise if any combination of these factors results in debt/EBITDA being maintained at or above 3.5x or EBIT/interest coverage below 3.0x. LKQ is anticipated to have a good liquidity profile following the acquisition, supported by revolver availability and free cash flow generation. The $1.25 billion revolving credit facility is expected to have about $288 million drawn, following the Sator acquisition, and about $50 million of letters of credit outstanding. Moody's expects LKQ's historical ability to generate positive free cash flow will continue over the near-term as the company integrates its recent acquisitions. The primary financial covenants under the senior secured facilities are a maximum Net Debt/EBITDA test and a minimum interest coverage test. Alternative liquidity is limited as essentially all of the company's domestic assets secure the bank credit facilities. Sator, headquartered in Schiedam, the Netherlands, is the parent company of eight operating subsidiaries. The group has over 800 employees serving a diverse base of more than 6,000 customers and offers a broad product line of over 150,000 SKUs from eleven distribution centers. In 2012, Sator reported revenue of EUR288.0 million and EBITDA of EUR24.0 million. The principal methodology used in this rating was the Global Automotive Supplier Industry Methodology published in January 2009. Other methodologies used include Loss Given Default for Speculative-Grade Non-Financial Companies in the U.S., Canada and EMEA published in June 2009. LKQ Corporation, headquartered in Chicago, Illinois, is the largest nationwide provider of aftermarket, recycled, and refurbished collision replacement parts and a leading provider of recycled transmissions and remanufactured engines, all in connection with the repair of automobiles and other vehicles. LKQ also has operations in the United Kingdom, Canada, Mexico and Central America. LKQ operates more than 500 facilities, offering its customers a broad range of replacement systems, components and parts to repair automobiles and light, medium and heavy-duty trucks. Revenues in 2012 were approximately $4.1 billion. LKQ CORP: S&P Affirms 'BB+' CCR & Rates $500MM Notes 'BB-' ---------------------------------------------------------- Standard & Poor's Ratings Services said it affirmed its 'BB+' corporate credit rating on Chicago-based replacement auto parts provider LKQ Corp. The outlook is stable. "We assigned our senior secured 'BB+' issue rating and '3' recovery rating to the proposed $1.25 billion revolving credit facility due May 2018 and $450 million term loan A due May 2018. The '3' recovery rating indicates our expectation of meaningful (50% to 70%) recovery in a payment default scenario. The revolving facility will consist of a $1.15 billion multicurrency tranche and a $100 million U.S. tranche. LKQ will use the new credit facility to pay down the $225 million balance on its $250 million term loan A (unrated) and $190 million balance on its $200 million delayed draw term loan A (unrated)," S&P said. "At the same time, we assigned our 'BB-' debt issue rating and '6' recovery rating to LKQ's proposed $500 million senior unsecured notes due 2023. The '6' recovery rating indicates our expectation of negligible (0% to 10%) recovery in a payment default scenario. LKQ will use note proceeds to repay borrowings on its existing 950 million revolving facility (unrated) that totaled $508 million as of March 31, 2013," S&P added. LKQ will use proceeds of the new unsecured notes to repay a portion of its existing revolving credit facility borrowings which will be drawn to acquire Netherlands-based Sator Beheer BV, an automotive aftermarket parts distributor in the Netherlands, Belgium, Luxembourg, and France for an amount estimated at about EUR210 million. S&P bases the ratings affirmation on its expectation that LKQ's profitability will continue at current levels, with EBITDA margin at about 13% or better by S&P's calculation and return on capital of 14% or better. LKQ had EBITDA margin of 13.4% and return on capital of 14.1% as of Dec. 31, 2012. These credit measures are appropriate for the "fair" business risk profile. The stable outlook reflects S&P's opinion that LKQ's resilient business model will support continuing organic EBITDA expansion and free cash generation, despite weak economies in the U.S. and Europe. It also reflects S&P's belief that LKQ will continue to expand through debt-financed acquisitions, but that management will pace the acquisitions so that credit measures, on average, will align with S&P's expectations for the intermediate financial profile which S&P now describez for LKQ as debt leverage in the range of 2x to 3x, or lower, and FFO to total debt of 25% to 35%, or higher. The likelihood of an upgrade is limited by LKQ's business risk profile, including its ongoing business strategy of rapid growth through acquisitions. For an upgrade to an investment-grade rating, S&P would need to reassess LKQ's business risk profile as "satisfactory." Absent an improvement in the business risk assessment, S&P is less likely to raise the rating, since it would need to come to believe that LKQ's credit measures would improve such that lease-adjusted leverage falls to 1.5x and FFO to total debt reaches 45% or more on a sustainable basis. For the year ended Dec. 31, 2012, debt leverage stood at 2.8x and FFO to total debt was 26.3%. To raise the rating from the current level, S&P would also need to believe LKQ's strategic business and financial policies, governance structure, and capital structure would be consistent with an investment-grade rating. S&P could lower the ratings if LKQ's credit measures fail to reach the targets required for the intermediate financial profile assessment for leverage and cash flow. For example, debt leverage could exceed 3x if 2013 EBITDA, by S&P's calculation, were to be flat, year over year, at about $550 million--because of operating problems, loss of business, inability to efficiently integrate its new acquisition, or other adverse market conditions such as an unfavorable change in how the auto insurance industry chooses to fulfill collision claims. This circumstance could also materially reduce free operating cash flow. S&P could also lower the ratings if LKQ undertakes another material debt-financed acquisition in the year ahead, or if there was a change in financial policy because of an altered strategy for business operations or shareholder value creation. MAUI LAND: Shareholders Elect Five Directors -------------------------------------------- At the annual meeting of shareholders held on April 22, 2013, Maui Land & Pineapple Company, Inc.'s shareholders elected Stephen M. Case, Warren H. Haruki, David A. Heenan, Duncan MacNaughton, and Arthur C. Tokin as directors to serve for one-year terms or until their successors are elected and qualified. Shareholders approved, on a non-binding advisory basis, the compensation paid to the Company's named executive officers and approved, on a non-binding advisory basis, the holding of annual future votes on the compensation paid to the Company's named executive officers. Deloitte & Touche LLP was ratified as the Company's independent registered public accounting firm for the fiscal year 2013. About Maui Land & Pineapple Co. Maui Land & Pineapple Company, Inc. (NYSE: MLP) -- http://mauiland.com/-- develops, sells, and manages residential, resort, commercial, and industrial real estate. The Company owns approximately 23,000 acres of land on Maui and operates retail, utility operations, and a nature preserve at the Kapalua Resort. The Company's principal subsidiary is Kapalua Land Company, Ltd., the operator and developer of Kapalua Resort, a master-planned community in West Maui. Maui Land incurred a net loss of $4.60 million in 2012, as compared with net income of $5.07 million in 2011. The Company's balance sheet at Dec. 31, 2012, showed $61.48 million in total assets, $95.84 million in total liabilities and a $34.36 million stockholders' deficiency. Deloitte & Touche LLP, in Honolulu, Hawaii, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2012, citing recurring negative cash flows from operations and deficiency in stockholders' equity which raise substantial doubt about the Company's ability to continue as a going concern. MAXCOM TELECOMUNICACIONES: Fails to Complete Exchange Offer ----------------------------------------------------------- Maxcom Telecomunicaciones, S.A.B. de C.V. announced that the exchange offer for any and all of its outstanding 11% Senior Notes due 2014 for its Step-Up Senior Notes due 2020 expired at 5:00 p.m. New York City time on April 24, 2013. The exchange agent for the Exchange Offer has advised Maxcom that as of 5:00 p.m., New York City time, on April 24, 2013, approximately US$123,856,000 or 61.93%, of the Old Notes had been validly tendered and not withdrawn in the Exchange Offer. Maxcom announced that since the conditions for the consummation of the Exchange Offer and the consent solicitation were not satisfied or waived, including the minimum tender condition, the Exchange Offer will not be consummated. Any notes tendered in the Exchange Offer will be returned promptly without expense to the noteholders. In addition, Maxcom also announced that the related equity tender offer for all of its Series A Common Stock and related Ordinary Participation Certificates and American Depository Shares, which was conditioned upon the Exchange Offer, will not be consummated. Based on the preliminary count by the depositary for the Equity Tender Offer, securities representing approximately 354,540,391 shares of Maxcom's Series A Common Stock (including 39,318 ADSs), or approximately 44.9% of the total outstanding Series A Common Stock, had been tendered prior to the expiration of the Equity Tender Offer. Because the Exchange Offer and the concurrent Equity Tender Offer have not been consummated, Maxcom has not received the capital contribution Ventura Capital Privado S.A. de C.V. agreed to make. In light of this outcome, Maxcom is considering all of its alternatives including, but not limited to, commencement of a Chapter 11 case or other restructuring proceeding. 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. * * * Maxcom carries a 'Ca' corporate credit rating from Moody's Investors Service. Moody's said at the end of April 2012 that Maxcom's current weak liquidity position (as of March 31, 2013 the company held only about $8.5 million in readily available cash) and the limited prospects of a short-term solution increases the probability that the company misses its next interest payment due on June 15th for about $ 11 million. Maxcom said in April 2013 it's considering operational and financial alternatives, including a Chapter 11 bankruptcy filing, after a takeover deal with Ventura Capital Privado SA collapsed. MAXCOM TELECOMUNICACIONES: Posts Ps.51.6MM Net Income in Q1 ----------------------------------------------------------- Maxcom Telecomunicaciones, S.A.B. de C.V., reported net income of Ps.51.58 million on Ps.582.35 million of revenues for the three months ended March 31, 2013, as compared with net income of Ps.76.63 million on Ps.547.26 million of total revenues for the same peiod during the prior year. The Company's balance sheet at March 31, 2013, showed Ps.4.97 billion in total assets, Ps.2.75 billion in total liabilities and Ps.2.22 billion in total shareholders' equity. Cash and cash equivalents were down to Ps.105 million as of March 31, 2013, compared to Ps.492 million as of March 31, 2012. A copy of the press release is available for free at: http://is.gd/slxPVZ 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. * * * Maxcom carries a 'Ca' corporate credit rating from Moody's Investors Service. Moody's said at the end of April 2012 that Maxcom's current weak liquidity position (as of March 31, 2013 the company held only about $8.5 million in readily available cash) and the limited prospects of a short-term solution increases the probability that the company misses its next interest payment due on June 15th for about $ 11 million. Maxcom said in April 2013 it's considering operational and financial alternatives, including a Chapter 11 bankruptcy filing, after a takeover deal with Ventura Capital Privado SA collapsed. MCCLATCHY CO: Incurs $12.7 Million Net Loss in First Quarter ------------------------------------------------------------ The McClatchy Company reported a net loss of $12.74 million on $276.73 million of net revenues for the three months ended March 30, 2013, as compared with a net loss of $2.08 million on $288.30 million of net revenues for the three months ended March 25, 2012. Commenting on McClatchy's first quarter results, Pat Talamantes, McClatchy's president and CEO, said, "We were pleased to see growth in circulation revenues in the first quarter and sequential improvement in total revenues compared to the last quarter of 2012. Total company revenues were down 4.0% this quarter compared to down 5.3% in the fourth quarter of 2012 on a comparable 13-week basis and down 5.1% in the first quarter of 2012. "For the quarter, total advertising revenues were down 6.0% compared to the first quarter of 2012. Total digital advertising revenues grew again, up 1.5%, compared to the same quarter last year while digital-only revenues were up 8.9%. Digital advertising represented 24.0% of McClatchy's total advertising revenues in the first quarter compared to 22.2% in the first quarter of 2012." A copy of the press release is available for free at: http://is.gd/dbPloQ About The McClatchy Company Sacramento, Cal.-based The McClatchy Company (NYSE: MNI) -- http://www.mcclatchy.com/-- is the third largest newspaper company in the United States, publishing 30 daily newspapers, 43 non-dailies, and direct marketing and direct mail operations. McClatchy also operates leading local Web sites in each of its markets which extend its audience reach. The Web sites offer users comprehensive news and information, advertising, e-commerce and other services. Together with its newspapers and direct marketing products, these interactive operations make McClatchy the leading local media company in each of its premium high growth markets. McClatchy-owned newspapers include The Miami Herald, The Sacramento Bee, the Fort Worth Star-Telegram, The Kansas City Star, The Charlotte Observer, and The News & Observer (Raleigh). The McClatchy incurred a net loss of $144,000 in 2012, as compared with net income of $54.38 million in 2011. The Company's balance sheet at Dec. 30, 2012, showed $3 billion in total assets, $2.96 billion in total liabilities, and $42.50 million in stockholders' equity. * * * McClatchy carries a 'Caa1' corporate family rating from Moody's Investors Service. In May 2011, Moody's changed the rating outlook from stable to positive following the company's announcement that it closed on the sale of land in Miami for $236 million. The outlook change reflects Moody's expectation that McClatchy will utilize the net proceeds to reduce debt, including its underfunded pension position, which will reduce leverage by approximately half a turn and lower required contributions to the pension plan over the next few years. McClatchy Co. carries a 'B-' Corporate Credit Rating from Standard & Poor's Ratings Services. MEDIA GENERAL: Incurs $17.7 Million Net Loss in First Quarter ------------------------------------------------------------- Media General, Inc., reported a net loss of $17.69 million on $73.94 million of station revenue (less agency commissions) for the three months ended March 31, 2013, as compared with a net loss of $34.42 million on $74.21 million of Station revenue (less agency commissions) for the three months ended March 25, 2012. The Company reported first-quarter 2013 operating income of $5.8 million increased by 28%, compared with $4.5 million in the first- quarter of 2012. The Company's balance sheet at March 31, 2013, showed $734.70 million in total assets, $928.35 million in total liabilities, and a $193.65 million stockholders' deficit. George L. Mahoney, president and chief executive officer of Media General, said, "The increase in operating income in the first quarter reflected a 35% reduction in corporate and other expenses, as well as disciplined expense management by our stations. After becoming a pure-play broadcaster last year, one of the significant, very early steps we took was to reduce the size of our corporate structure, which had been scaled to serve both newspapers and television stations. On the revenue side, the near absence of last year's $6.2 million in Political revenues was mostly offset by higher Retransmission revenues, which have increased 55% so far this year, and Digital revenues increased 18%." A copy of the press release is available for free at: http://is.gd/S5XSwU About Media General Richmond, Virginia-based Media General Inc. (NYSE: MEG) -- http://www.mediageneral.com/-- is an independent communications company with interests in newspapers, television stations and interactive media in the United States. The Company incurred a net loss of $193.41 million in for the year ended Dec. 31, 2012, a net loss of $74.32 million for the year ended Dec. 25, 2011, and a net loss of $22.63 million for the fiscal year ended Dec. 26, 2010. * * * As reported by the Troubled Company Reporter on April 12, 2012, Moody's Investors Service downgraded, among other things, Media General's Corporate Family Rating (CFR) and Probability of Default Rating (PDR) to Caa1 from B3, concluding the review for downgrade initiated on Feb. 13, 2012. The downgrade reflects the significant increase in interest expense associated with the company's credit facility amend and extend transaction and an assumed issuance of at least $225 million of new notes, which will result in limited free cash flow generation and constrain Media General's capacity to reduce its very high leverage. The weak free cash flow and high leverage create vulnerability to changes in the company's highly cyclical revenue and EBITDA generation. In the Oct. 10, 2012, edition of the TCR, Standard & Poor's Ratings Services raised its rating on Richmond, Va.-based Media General Inc. to 'B-' from 'CCC+' and removed it from CreditWatch, where it was placed with positive implications on May 18, 2012. "The corporate credit rating on Media General is based on our expectation that the company will be able to maintain adequate liquidity despite its very high leverage," noted Standard & Poor's credit analyst Jeanne Shoesmith. MMRGLOBAL INC: Investors Can Access Info Thru Twitter, Facebook --------------------------------------------------------------- MMRGlobal, Inc., provides material information to its investors using Securities and Exchange Commission filings, press releases, public conference calls and webcasts. The Company uses these channels as well as social media to communicate with its investors and the public. It is possible that the information the Company posts on social media could be deemed to be material information. The SEC recently provided guidance to issuers regarding the use of social media to disclose material non-public information. In light of the SEC's guidance, the Company encourages investors, the media, and others interested to review the information the Company posts on the U.S. social media channels. The MMRGlobal Facebook Page (https://www.facebook.com/mmrglobal) The MMRGlobal Twitter Account (https://twitter.com/mmrglobal) About MMRGlobal Los Angeles, Calif.-based MMR Global, Inc. (OTC BB: MMRF) -- http://www.mmrglobal.com/-- through its wholly-owned operating subsidiary, MyMedicalRecords, Inc., provides secure and easy-to- use online Personal Health Records (PHRs) and electronic safe deposit box storage solutions, serving consumers, healthcare professionals, employers, insurance companies, financial institutions, and professional organizations and affinity groups. In the auditors' report accompanying the financial statements for year ended Dec. 31, 2011, Rose, Snyder & Jacobs LLP, in Encino, California, expressed substantial doubt about the Company's ability to continue as a going concern. The independent auditors noted that the Company has incurred significant operating losses and negative cash flows from operations during the years ended Dec. 31, 2011, and 2010. The Company reported a net loss of $8.88 million in 2011, compared with a net loss of $17.90 million in 2010. The Company reported a net loss of $10.3 million in 2009. The Company's balance sheet at Sept. 30, 2012, showed $2.02 million in total assets, $8.48 million in total liabilities, and a $6.45 million total stockholders' deficit. MPG OFFICE: To Be Acquired by Brookfield for $3.15 Apiece --------------------------------------------------------- MPG Office Trust, Inc., has entered into a definitive merger agreement pursuant to which a newly formed fund ("DTLA Holdings") controlled by Brookfield Office Properties Inc. will acquire the Company. Under the terms of the merger agreement, the holders of MPG's common shares will receive $3.15 per share in cash at the closing of the merger. The per share price represents a 21% premium to MPG's closing share price of $2.60 on April 24, 2013. In connection with the merger agreement, Brookfield has entered into a guarantee with respect to obligations of its affiliates under the merger agreement. The merger agreement and the transactions contemplated thereby have been unanimously approved by the Company's Board of Directors. The merger agreement also provides that a subsidiary of Brookfield will commence a tender offer to purchase, subject to the offer conditions, all of the Company's outstanding preferred shares for $25.00 per share in cash, without interest. Brookfield is expected to commence the tender offer in early May, and will distribute offering materials to the Company's preferred stockholders which will describe the tender offer. Any preferred shares that are not tendered will be converted in the merger into new preferred shares with rights, terms and conditions substantially identical to the rights, terms and conditions of the outstanding preferred shares. If more than 66.6% of the outstanding preferred shares are tendered, then Brookfield will have the right to convert all of the untendered preferred shares at the price in cash offered in the tender offer, without interest, but only if that conversion complies with applicable law and the Company's charter in all respects at the time of conversion. "Following a lengthy and exhaustive search, we have found a strategic buyer who has the capital and the market presence to appreciate the potential long-term value of our assets," said David Weinstein, president & chief executive officer of MPG. "This transaction potentially offers both our common and preferred shareholders a liquidity event that would remain uncertain if the Company were to continue on as an independent entity." "This proposed transaction provides the opportunity to combine and operate a sizeable portfolio of the highest quality assets in a major U.S. gateway city," said Dennis Friedrich, chief executive officer of Brookfield Office Properties. "Downtown Los Angeles has all the attributes of a dynamic urban market, including modern transportation infrastructure, a growing residential population and access to a diverse labor pool." The merger is expected to close in the third quarter of 2013. The completion of the merger transaction is subject to approval of the Company's common stockholders, receipt of certain consents from the Company's lenders and other customary closing conditions. The Company will file a proxy statement on Schedule 14A with the Securities and Exchange Commission, which will describe the proposed acquisition. DTLA Holdings will be sponsored and managed by Brookfield, which will own approximately 47% of the fund and include institutional partners who will hold the remaining approximately 53% interest. At the closing of the merger, it is expected that the fund's portfolio will consist principally of seven class A office properties, totaling 8.3 million square feet. The assets are: * Bank of America Plaza (BPO) * 601 S. Figueroa (BPO) * Ernst & Young Tower (BPO) * Wells Fargo Tower (MPG) * Gas Company Tower (MPG) * KPMG Tower (MPG) * 777 Tower (MPG) Under the newly formed fund, BPO's investment in the Downtown Los Angeles office market will be converted from an 83% interest in three office properties to an approximately 47% interest in an expanded portfolio of seven office assets. The fund will also acquire two additional assets in Downtown Los Angeles: FIG@7th, BPO's newly redeveloped retail complex, as well as a strategically located development site. Brookfield's contribution to DTLA Holdings will total approximately $550 million, which consists of equity in its existing Downtown Los Angeles assets totaling $410 million as well as an additional investment of $140 million. The institutional investor partners have collectively pledged approximately $600 million to DTLA Holdings. The $1.15 billion committed to the fund provides sufficient available cash to cover anticipated future capital required by the underlying portfolio for capital expenditures, leasing costs and refinancing needs. The Eastdil Secured group of Wells Fargo Securities, LLC, and BofA Merrill Lynch served as financial advisors to MPG, and Latham & Watkins LLP and Venable LLP served as legal advisors to MPG. Fried, Frank, Harris, Shriver & Jacobson LLP and Goodwin Procter LLP served as legal advisors to Brookfield. A copy of the Agreement and Plan of Merger is available at: http://is.gd/0OCj50 A copy of the Tender Offer Statement on Schedule TO is available for free at http://is.gd/48W9yA About Brookfield Office Properties Brookfield Office Properties owns, develops and manages premier office properties in the United States, Canada, Australia and the United Kingdom. Its portfolio is comprised of interests in 109 properties totaling 66 million leasable square feet in the downtown cores of New York, Washington, D.C., Houston, Los Angeles, Denver, Seattle, Toronto, Calgary, Ottawa, London, Sydney, Melbourne and Perth, making it the global leader in the ownership and management of office assets. Landmark properties include Brookfield Places in New York City, Toronto and Perth, Bank of America Plaza in Los Angeles, Bankers Hall in Calgary, and Darling Park in Sydney. The company's common shares trade on the NYSE and TSX under the symbol BPO. For more information, visit www.brookfieldofficeproperties.com. About MPG Office Trust MPG Office Trust, Inc., fka Maguire Properties Inc. -- http://www.mpgoffice.com/-- owns and operates Class A office properties in the Los Angeles central business district and is primarily focused on owning and operating high-quality office properties in the Southern California market. MPG Office Trust is a full-service real estate company with substantial in-house expertise and resources in property management, marketing, leasing, acquisitions, development and financing. For the year ended Dec. 31, 2012, the Company reported net income of $396.11 million, as compared with net income of $98.22 million on $234.96 million of total revenue during the prior year. The Company's balance sheet at Dec. 31, 2012, showed $1.46 billion in total assets, $1.98 billion in total liabilities and a $518.32 million total deficit. In its Form 10-K filing with the Securities and Exchange Commission for the fiscal year ended Dec. 31, 2012, the Company said it is working to address challenges to its liquidity position, particularly debt maturities, leasing costs and capital expenditures. The Company said, "We do not currently have committed sources of cash adequate to fund all of our potential needs, including our 2013 debt maturities. If we are unable to raise additional capital or sell assets, we may face challenges in repaying, extending or refinancing our existing debt on favorable terms or at all, and we may be forced to give back assets to the relevant mortgage lenders. While we believe that access to future sources of significant cash will be challenging, we believe that we will have access to some of the liquidity sources identified above and that those sources will be sufficient to meet our near- term liquidity needs." On March 11, 2013, the Company entered into an agreement to sell US Bank Tower and the Westlawn off-site parking garage. The transaction is expected to close June 28, 2013, subject to customary closing conditions. The net proceeds from the transaction are expected to be roughly $103 million, a portion of which may potentially be used to make loan re-balancing payments on the Company's upcoming 2013 debt maturities at KPMG Tower and 777 Tower. Roughly $898 million of the company's debt matures in 2013. "Our ability to access the capital markets to raise capital is highly uncertain. Our substantial indebtedness may prevent us from being able to raise debt financing on acceptable terms or at all. We believe we are unlikely to be able to raise equity capital in the capital markets," the Company said. "Future sources of significant cash are essential to our liquidity and financial position, and if we are unable to generate adequate cash from these sources we will have liquidity-related problems and will be exposed to material risks. In addition, our inability to secure adequate sources of liquidity could lead to our eventual insolvency." NAKNEK ELECTRIC: Court Confirms Reorganization Plan --------------------------------------------------- The U.S. Bankruptcy Court for the District of Alaska entered on April 1, 2013, an order confirming the Second Amended Plan of Reorganization, as modified, of Naknek Electric Association, Inc. The Effective Date of the Plan will occur upon such date as designated by the Reorganized Debtor, but not earlier than the date upon which distribution of the Class 10, Option 3 Notes commences in accordance with the Plan. Substantial consummation of the Plan will be deemed to have occurred upon commencement of distribution of the Class 10, Option 3 Notes. A copy of the Confirming Order is available at: http://bankrupt.com/misc/naknekelectiic.doc538.pdf As reported in the TCR on March 19, 2013, according to the Debtor's Second Amended Disclosure Statement dated Jan. 25, 2013, the Plan is summarized as: 1. The Debtor will use cash on hand and current revenues to satisfy claims required by law to be paid on the Effective Date of the Plan, including administrative and priority expenses (other than certain postpetition financing which will be paid out over time by agreement of the lender, the National Rural Utilities Cooperative Finance Corporation. 2. The Debtor will honor its remaining secured financing obligations to the Rural Utilities Services. All other secured claims have been resolved in accordance with the Geothermal Assets Transaction. 3. The Debtor will dedicate a portion of the utility rates it recovers from its members over the next 20 years to satisfy its unsecured creditors' claims or afford them an opportunity for a one-time payment on or before Aug. 31, 2014, as follows: i) Receive on a date no later than Aug. 31, 2013, 50% of the allowed amount of its Claim in cash up to a maximum of $12,500; ii) Receive on a date no later than Aug. 31, 2014, 5% on the allowed amount of its claim in cash; or iii) Receive its pro rata share (among all allowed unsecured claims selecting this treatment) of the cash payments to be made by the Debtor over 20 years. 4. The Debtor will preserve the interests of its members, subject to the terms and conditions of the Plan. Under the Plan, the Debtor will raise rates approximately $.07 per kWh to pay its Plan payments. Additionally, rates will also be adjusted to address other factors not part of the Plan such as inflation, plant and distribution improvements and fuel costs. A copy of the Second Amended DS is available for free at http://bankrupt.com/misc/NAKNEK_ELECTRIC_ds_2amended.pdf On Feb. 4, the Debtor sought clarification that it is not required to serve a copy of the Second Amended Disclosure Statement on its members. The grounds for NEA's motion are that its members are not entitled to vote because they do not hold a "cognizable interest" in the Debtor, and the members have already been mailed a copy of its earlier Amended Disclosure Statement, which is substantially identical to one which has been approved by the court. About Naknek Electric Association Naknek, Alaska-based Naknek Electric Association, Inc., operates a diesel power generation plant, storage and distribution system on approximately 9.34 acres of land it owns in Naknek, Alaska. It provides electricity to 591 members of the cooperative. It also is developing a geothermal well. Naknek Electric filed for Chapter 11 bankruptcy protection (Bankr. D. Alaska Case No. 10-00824) on Sept. 29, 2010. Erik LeRoy, Esq., at Erik Leroy P.C., assists the Debtor in its restructuring effort. The Debtor disclosed $21,459,632 in assets and $7,523,708 as of the Chapter 11 filing. The Debtor filed with the Court a plan of reorganization and an accompanying disclosure statement on Sept. 15, 2011. The Plan proposed that the Debtor will pay Class 13, unsecured creditors, $3 million over 60 months commencing on the Effective Date. Based on the current claims filed in the case, the proposed payment will pay unsecured creditors a dividend of about $0.10 on each dollar of claim. A committee of unsecured creditors has been appointed by the United States Trustee. NATIVE WHOLESALE: May 20 Hearing on Trustee's Case Conversion Plea ------------------------------------------------------------------ The U.S. Bankruptcy Court for the Western District of New York will convene a hearing on May 20, 2013, at 10 a.m., to consider the U.S. Trustee's motion to convert Native Wholesale Supply Company's case to one under Chapter 7 of the Bankruptcy Code. According to Tracy Hope Davis, the U.S. Trustee for Region 2: 1. the Debtor has an inability to perform the statutory duties of a debtor-in-possession and to comply with the requirements of the Chapter 11 Operating Guidelines; 2. the Debtor has failed to file monthly financial reports for the months of February and March 2013. About Native Wholesale Native Wholesale Supply Company is engaged in the business of importing cigarettes and other tobacco products from Canada and selling them to third parties within the United States. It purchases the products from Grand River Enterprises Six Nations, Ltd., a Canadian corporation and the Debtor's only secured creditor. Native is an entity organized under the Sac and Fox Nation and has its principal place of business at 10955 Logan Road in Perrysburg, New York. Native filed for Chapter 11 bankruptcy (Bankr. W.D.N.Y. Case No. 11-14009) on Nov. 21, 2011. The Chapter 11 filing was triggered to resolve an ongoing dispute with the United States government regarding up to $43 million in assessments made by the government against the Debtor pursuant to the Fair and Equitable Tobacco Reform Act of 2004 and the Tobacco Transition Payment Program and to restructure the terms of payment of any obligation determined to be owing by the Debtor to the U.S. under the Disputed Assessment. The issues pertaining to the Disputed Assessment resulted in two lawsuits, subsequently consolidated, now pending in the Federal District Court. Robert J. Feldman, Esq., and Janet G. Burhyte, Esq., at Gross, Shuman, Brizdle & Gilfillan, P.C., in Buffalo, N.Y., represent the Debtor as counsel. The Company disclosed $30,022,315 in assets and $70,590,564 in liabilities as of the Chapter 11 filing. The States of California, New Mexico, Oklahoma and Idaho have appeared in the case and are represented by Garry M. Graber, Esq., at Hodgson Russ LLP. No trustee, examiner or creditors' committee has been appointed in the case. NEOGENIX ONCOLOGY: Plan Confirmation Hearing Tomorrow ----------------------------------------------------- The U.S. Bankruptcy Court for the District of Maryland will convene a hearing May 2, 2013, at 11:00 a.m. to consider confirmation of Neogenix Oncology, Inc.'s First Amended Plan of Liquidation. The explanatory disclosure statement was earlier approved by the bankruptcy judge. According to the document, the Plan contemplates a liquidation of the Debtor's assets and a distribution of cash, provision of a D&O Release, or distribution of PB Stock to holders of allowed claims and allowed interests consistent with applicable provisions of the Plan and the Bankruptcy Code. Upon the Effective Date, (a) the Debtor will cause all of its assets and the assets of its estate to be transferred to the liquidating trust in accordance with the Plan; and (b) the members of the Debtor's board of directors will be deemed to have resigned. All cash necessary for the Liquidating Trustee to make payments of cash pursuant to the Plan will be obtained from: (a) the Debtor's cash on hand, (b) cash received in liquidation of the remaining assets, and (c) net proceeds of the causes of action. On the effective date, the Debtor will transfer with the help of Precision Biologics the PB Stock to the liquidating trust. The Plan contemplates the full payment of Allowed Administrative Expense Claims, Allowed Priority Tax Claims, Allowed Secured Claims, Allowed Non-Tax Priority Claims, and Allowed General Unsecured Claims. In addition, the Plan also contemplates a significant distribution to Allowed Interests (Common Stock). On the Effective Date, the Debtor's Directors and Officers will receive the D&O Releases in full and final satisfaction of the Allowed Director and Officer Indemnification Claims. All Unexercised Stock Options will be cancelled on the Effective Date and shall be of no further force or effect. A copy of the First Amended Disclosure Statement is available for free at http://bankrupt.com/misc/neogenix.doc280.pdf About Neogenix Oncology Neogenix Oncology Inc. in Rockville, Maryland, filed a Chapter 11 petition (Bankr. D. Md. Case No. 12-23557) on July 23, 2012, in Greenbelt with a deal to sell the assets to Precision Biologics Inc., absent higher and better offers. Founded in December 2003, Neogenix is a clinical stage, pre- revenue generating, biotechnology company focused on developing therapeutic and diagnostic products for the early detection and treatment of cancer. Neogenix, which has 10 employees, says it its approach and portfolio of three unique monoclonal antibody therapeutics -- mAb -- hold the potential for novel and targeted therapeutics and diagnostics for the treatment of a broad range of tumor malignancies. Thomas J. McKee, Jr., Esq., at Greenberg Traurig, LLP, in McLean, Virginia, serves as counsel. Kurtzman Carson Consultants LLC is the claims and notice agent. The Debtor estimated assets of $10 million to $50 million and debts of $1 million to $10 million. W. Clarkson McDow, Jr., U.S. Trustee for Region 4, appointed seven members to the committee of equity security holders. Sands Anderson PC represents the Official Committee of Equity Security Holders. The Committee tapped FTI Consulting, Inc., as its financial advisor. NORSE ENERGY: Has $3.8 Million Final Loan Approval -------------------------------------------------- Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that Norse Energy Corp. USA, the holder of oil and gas leases on 130,000 acres in central and western New York, received final approval from the bankruptcy court for $3.8 million in secured financing. The loan requires proposing a reorganization plan or beginning to sell the assets by July. About Norse Energy Norse Energy Corp. USA filed a Chapter 11 bankruptcy petition (Bankr. W.D.N.Y. Case No. 12-13685) on Dec. 7, 2012. The Debtor is the U.S. subsidiary of Norse Energy Corp. ASA from Lysaker, Norway. The Debtor is the holder of oil and gas leases on 130,000 acres in central and western New York. The oil and gas exploration and production company said financial problems were the result of a moratorium on drilling in New York. The Debtor disclosed $12.6 million in assets and $36 million in liabilities in its schedules. The Debtor is represented by Janet G. Burhyte, Esq., at Gross, Shuman, Brizdle & Gilfillan, P.C., in Buffalo, New York. NUVILEX INC: Clarifies that It's Not a Shell Company ---------------------------------------------------- Nuvilex, Inc., has amended its quarterly report for the period ended July 31, 2011, solely to change the mistaken shell company box to correctly state: "No." This indicates the Company is NOT a shell company as defined in Rule 12b-2 of the Exchange Act. Nuvilex was not in 2011, and is not today, a shell company. The Yes box was inadvertently and inappropriately marked when the 10Q submission was filed in 2011 and this error is now corrected as a result of this Amendment #2. The telephone number has also been updated to the correct present number for the company. No other changes have been made to the Form 10-Q that was originally filed in September 2011 for the period ended July 31, 2011, and thus no additional pages are submitted herewith. A copy of the Amended Form 10-Q is available for free at: http://is.gd/RRWGvs About Nuvilex Inc. Silver Spring, Md.-based Nuvilex, Inc.'s current strategy is to focus on developing and marketing products designed to improve the health and well-being of those who use them. The Company reported a net loss of $1.89 million on $66,558 of total revenue for the year ended April 30, 2012, compared with a net loss of $1.39 million on $125,997 of total revenue during the prior year. The Company's balance sheet at Jan. 31, 2013, showed $2.45 million in total assets, $3.90 million in total liabilities, $580,000 in preferred stock, and a $2.02 million total stockholders' deficit. Robison, Hill & Co., issued a "going concern" qualification on the consolidated financial statements for the year ended April 30, 2012, citing recurring losses from operations which raises substantial doubt about the Company's ability to continue as a going concern. NYTEX ENERGY: To Buy Back 2.7 Million Common Shares --------------------------------------------------- NYTEX Energy Holdings, Inc.'s Board of Directors has approved the repurchase of up to an aggregate of 2.7 million shares of its common stock, or approximately 10% of outstanding common shares. The repurchases will be made from time-to-time on the open market at prevailing market prices. The repurchase program is expected to continue over the next 12 months unless extended or shortened by the Board of Directors. The timing and amount of any repurchase will depend on economic and market conditions, the trading price and other factors and any purchases will be executed in compliance with applicable laws and regulations. The plan does not obligate the Company to acquire any particular amount of common stock and can be implemented, suspended or discontinued at any time without prior notice at the Company's sole discretion. The share repurchase program will be funded with the Company's available working capital. Michael Galvis, NYTEX President and CEO, commented, "Based on current market prices, we believe that the repurchase program is in the best interests of our stockholders." Mr. Galvis added, "Our share repurchase program reflects the Board's continued confidence in the Company's future performance and underscores our continued commitment to delivering increased value to shareowners." About NYTEX Energy Located in Dallas, Texas, Nytex Energy Holdings, Inc., is an energy holding company with operations centralized in two subsidiaries, Francis Drilling Fluids, Ltd. ("FDF") and NYTEX Petroleum, Inc. ("NYTEX Petroleum"). FDF is a 35 year old full- service provider of drilling, completion and specialized fluids and specialty additives; technical and environmental support services; industrial cleaning services; equipment rentals; and transportation, handling and storage of fluids and dry products for the oil and gas industry. NYTEX Petroleum, Inc., is an exploration and production company focusing on early stage development of minor oil and gas resource plays within the United States. NYTEX Energy disclosed a net loss of $5.15 million in 31, 2012, as compared with net income of $16.75 million in 2011. The Company's balance sheet at Dec. 31, 2012, showed $9.67 million in total assets, $1.69 million in total liabilities, $5.76 million in preferred stock, Series A convertible, and $2.21 million in total stockholders' equity. OLD SECOND: Reports $5.5 Million Net Income in First Quarter ------------------------------------------------------------ Old Second Bancorp, Inc., reported net income of $5.47 million on $17.49 million of total interest and dividend income for the three months ended March 31, 2013, as compared with a net loss of $2.96 million on $19.45 million of total interest and dividend income for the same period a year ago. The Company's balance sheet at March 31, 2013, showed $1.95 billion in total assets, $1.87 billion in total liabilities and $75.85 million in total stockholders' equity. Bill Skoglund, Chairman and CEO said, "First quarter results depict a once again profitable organization transitioning through an improving but still challenging marketplace. Our businesses are working through difficult issues in an environment of historically low interest rates while facing intense competition from both smaller scale community banking entities as well as much larger financial entities. We also continue to make great progress in putting legacy asset quality issues behind us." A copy of the press release is available for free at: http://is.gd/EOsPm4 About Old Second Old Second Bancorp, Inc., is a financial services company with its main headquarters located in Aurora, Illinois. The Company is the holding company of Old Second National Bank, a national banking organization headquartered in Aurora, Illinois and provides commercial and retail banking services, as well as a full complement of trust and wealth management services. The Company has offices located in Cook, Kane, Kendall, DeKalb, DuPage, LaSalle and Will counties in Illinois. Old Second reported a net loss available to common stockholders of $5.05 million in 2012, as compared with a net loss available to common stockholders of $11.22 million in 2011. ORCHARD BRANDS: S&P Assigns 'B' CCR; Outlook Stable --------------------------------------------------- Standard & Poor's Ratings Services said it assigned its 'B' corporate credit rating to Beverly, Mass.-based Orchard Brands Corp. The outlook is stable. At the same time, S&P assigned its 'B' issue-level rating and a '4' recovery rating to the company's proposed $180 million first- lien term facility. The '4' recovery rating indicates S&P's expectation of an average (30% to 50%) recovery of principal for first lien creditors in the event of default. S&P also assigned its 'CCC+' issue-level rating and a '6' recovery rating to the Orchard Brands' proposed $50 million second-lien term facility. The '6' recovery rating indicates S&P's expectation of negligible recovery (0% to 10%) for second-lien creditors in the event of a payment default or bankruptcy. "We expect the company to use proceeds from the new facilities and cash on its balance sheet to refinance all of its existing debt," said credit analyst Kristina Koltunicki. "The ratings on Orchard Brands reflect our assessment of the company's "vulnerable" business risk profile and "highly leveraged" financial risk profile." The stable outlook reflects S&P's view that the company will grow revenues, which will benefit EBITDA as it leverages its highly fixed cost structure. S&P believes that circulation levels of the catalog will increase, driving costs up; however, continued infrastructure and cost savings initiatives will offset the potential for margin declines. Due to the high fixed costs associated with this business, S&P expects significant quarter to quarter volatility. S&P could lower the ratings on Orchard Brands if operating performance deteriorates as a result of a weakening top line coupled with increasing costs, leading to a decline in profitability. Under this scenario, revenues would be about 1% below S&P's forecasted levels and selling, general, and administrative costs would be higher by approximately 1%. This would lead to a leverage increase of about 6.0x. A lower rating is also possible if liquidity becomes "less than adequate" or "weak" as a result of covenant cushion declining below 15% due to lower EBITDA generation. Alternatively, S&P could raise the ratings on Orchard Brands if the company is able to improve credit protection measures as a result of higher revenue growth or lower costs. Under this scenario, consumers would gravitate to the Internet rather than catalog purchases faster than S&P anticipates, leading to revenue growth of about 2% ahead of its projections. At that time, debt- to-EBITDA would decrease to approximately 4.0x. In order for an upgrade to occur, the company would need to maintain these metrics on a sustained basis. ORCHARD SUPPLY: Amends Waiver Agreement with Term Loan Lenders -------------------------------------------------------------- In connection with a waiver dated Feb. 14, 2013, to the Amended and Restated Senior Secured Term Loan Agreement, dated as of Dec. 22, 2011, with Gleacher Products Corp. as Term Administrative Agent, as Collateral Agent, and as Sole Bookrunning Manager and Sole Lead Arranger, the Company and the Lenders amended certain undertakings required of the Company in connection with the Waiver, including extending the May 1, 2013, requirement to achieve a mutually acceptable agreement with the Term Loan lenders such that an agreement with respect to a transaction to deleverage, or modify or otherwise address the Company's capital structure is required to be agreed to by June 30, 2013. While the Company anticipates continued compliance with the terms and conditions of the Waiver, including reaching a mutually acceptable agreement with the Term Loan lenders by June 30, 2013, with regard to a transaction to deleverage, or modify or otherwise address the Company's capital structure, failure to comply with the terms and conditions of the Waiver could cause the effectiveness of the Waiver to terminate. Upon such a termination, there would be a default under the Term Loan and, as a result, the lenders under the Term Loan could declare the outstanding indebtedness to be due and payable, in acceleration of the current maturity dates of Dec. 21, 2013, and Dec. 21, 2015. As a result of the cross-default provisions in the Company's debt agreements, a default under the Term Loan could result in a default under, and the acceleration of, payments in the Credit Agreement. There is no assurance that the Company will be able to comply with all of the terms and conditions of the Waiver, including reaching the above-referenced agreement with the Term Loan lenders, and any such agreement is likely to be significantly dilutive to the Company's stockholders or even lead to a complete loss of their investment. 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. OSAGE EXPLORATION: P. Hoffman Held 5.3% Stake as of Jan. 22 ----------------------------------------------------------- In an amended Schedule 13D filing with the U.S. Securities and Exchange Commission, Peter Hoffman, Jr., disclosed that, as of Jan. 22, 2013, he beneficially owned 2,639,119 shares of common stock of Osage Exploration and Development, Inc., representing 5.3% of the shares outstanding. Mr. Hoffman previously reported beneficial ownership of 3,871,741 common shares or 8% equity as of Oct. 4, 2012. A copy of the amended filing is available at: http://is.gd/eMy5mv About Osage Exploration Based in San Diego, California with production offices in Oklahoma City, Oklahoma, and executive offices in Bogota, Colombia, Osage Exploration and Development, Inc. (OTC BB: OEDV) -- http://www.osageexploration.com/-- is an independent exploration and production company with interests in oil and gas wells and prospects in the US and Colombia. GKM, LLP, in Encino, California, expressed substantial doubt about the Company's ability to continue as a going concern following the Company's 2011 financial results. The independent auditors noted that the Company has suffered recurring losses from operations and has an accumulated deficit as of Dec 31, 2011. The Company's balance sheet at Sept. 30, 2012, showed $13.19 million in total assets, $5.16 million in total liabilities and $8.03 million in total stockholders' equity. Bankruptcy Warning "Management of the Company has undertaken steps as part of a plan to improve operations with the goal of sustaining the Company's operations for the next 12 months and beyond. These steps include (a) assigning a portion of the Company's oil and gas leases in Logan County, Oklahoma (b) participating in drilling of wells in Logan County, Oklahoma within the next 12 months, (c) controlling overhead and expenses and (d) raising additional equity or debt. There is no assurance the Company can accomplish these steps and it is uncertain the Company will achieve profitable operations and obtain additional financing. There is no assurance additional financings will be available to the Company on satisfactory terms and conditions, if at all. If the Company is unable to continue as a going concern, the Company may elect or be required to seek protection from its creditors by filing a voluntary petition in bankruptcy or may be subject to an involuntary petition in bankruptcy," according to the Company's annual report for the year ended Dec. 31, 2012. OVERSEAS SHIPHOLDING: Enters Into Charter Deal with Capital ----------------------------------------------------------- Capital Product Partners L.P. on April 30 disclosed that it reached an agreement with Overseas Shipholding Group Inc. and certain of OSG's subsidiaries regarding the long term bareboat charters of three of the Company's product tanker vessels. On November 14, 2012, OSG made a voluntary filing for relief under Chapter 11 of the U.S. Bankruptcy Code in the U.S. Bankruptcy Court for the District of Delaware, and it is currently subject to bankruptcy proceedings. CPLP had fixed three IMO II/III Chemical/Product tankers (M/T Alexandros II, M/T Aristotelis II and M/T Aris II, all built in 2008 by STX Offshore & Shipbuilding Co. Ltd.) with long term bareboat charters, to subsidiaries of OSG. These bareboat charters had scheduled terminations in February, July and September of 2018, respectively, and had rates ($13,000 per day) that were substantially above current market rates. CPLP has agreed to enter into new charters with OSG on substantially the same terms as the prior charters but at a bareboat rate of $6,250 per day. OSG has the option of extending the employment of each vessel following the completion of the bareboat charters for an additional two years on a time chartered basis at a rate of $16,500 per day. The new charters were approved by the Bankruptcy Court on March 21, 2013. The new charters are effective as of March 1, 2013 (provided that in the case of the M/T Alexandros II, which was delivered back to CPLP on January 22, 2013, no payment and guarantee obligations shall arise prior to the completion of its dry docking and re-delivery to OSG, which is expected to take place between March 1 and May 15, 2013). On the same date, the Bankruptcy Court also rejected the previous charters as of March 1, 2013. Rejection of each charter constitutes a material breach of such charter, and CPLP is reserving its rights to make claims as a result of this breach for the difference between the reduced amount of the new charters and the amount due under each of the rejected charters. No assurance can be given that the Company will be successful in pursuing its claims in the bankruptcy proceedings. The disclosure was made in Capital Product's earnings release for the first quarter ended March 31, 2013, a copy of which is available for free at http://is.gd/hoKHL7 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. PEACHTREE CASUALTY: A.M. Best Affirms 'B' Finc'l. Strength Rating ----------------------------------------------------------------- A.M. Best Co. has revised the outlook to negative from stable and affirmed the financial strength rating of B (Fair) and the issuer credit rating of "bb" of Peachtree Casualty Insurance Company (Peachtree) (Longwood, FL). The revised outlook reflects Peachtree's unprofitable operating performance in recent years, as a result of the loss trends in the personal injury protection and bodily injury coverages' that are part of the non-standard automobile lines of business it writes exclusively in Florida. Contributing to the underwriting losses was the strengthening of reserve levels in prior accident years following a comprehensive review of all claim files. It is anticipated that future reserve development trends will improve as a result of current management's more conservative reserving practices. The ratings reflect the elevated financial leverage at PGIA Holdings LLC, Peachtree's ultimate parent. The negative rating factors are partially offset by the aggressive actions being taken by the current management team to improve profitability through the implementation of underwriting and operational strategies as well as more refined pricing segmentation. Negative rating actions could result if the company's operating performance were to continue to deteriorate or there was an unexpected material decline in risk-adjusted capitalization. PEAK RESORTS: Has Until July 27 to File a Chapter 11 Plan --------------------------------------------------------- The Hon. Margaret Cangilos-Ruiz of the U.S. Bankruptcy Court for the Northern District of New York early last month extended Peak Resorts, Inc. et al.'s exclusive periods to propose a Chapter 11 Plan until July 27, 2013, and solicit acceptances for that plan until Sept. 25, respectively. About Peak Resorts Peak Resorts, Inc., dba Greek Peak Mountain Resort, and four affiliates filed for Chapter 11 bankruptcy (Bankr. N.D.N.Y. Case Nos. 12-31471 to 12-31473, 12-31475 and 12-31476) in Syracuse on Aug. 1, 2012. The affiliates are Hope Lake Investors LLC, V.R.P.D. II L.P., REDI LLC, and A.R.K. Enterprises Inc. Peak Resorts owns 888.5 acres of real estate, including the "Greek Peak Mountain Resort", a four-season resort development located in Virgil, New York. The 888.5-acre property is located 8 miles from Cortland, New York and has the largest day trip area in Central New York state. REDI LLC owns 402.7 acres of adjacent property. Hope Lake Investors owns the Hope Lake Lodge & Cascades Indoor Water Park, a 151-room hotel and resort facility in Virgil, Cortland County. The Debtors have a total of 264 employees. Chief Bankruptcy Judge Robert E. Littlefield Jr. presides over the case. Lawyers at Harris Beach PLLC serve as the Debtors' counsel. The Debtors scheduled these assets and debts: Scheduled Assets Scheduled Liabilities ---------------- --------------------- Hope Lake $27,180,635 $48,800,528 Peak Resorts $12,991,230 $26,558,438 REDI, LLC $1,298,401 $3,851,808 The petitions were signed by Allen R. Kryger, president. PENSON WORLDWIDE: S&P Withdraws 'D' Ratings ------------------------------------------- Standard & Poor's Ratings Services said it withdrew its 'D' counterparty credit and issue ratings on Penson Worldwide Inc. The 'D' ratings on Penson reflected its filing for Chapter 11 bankruptcy protection on Jan. 11, 2013. S&P withdrew the ratings because the company is in liquidation. PHILADELPHIA HOUSING: Returns to Local Control After 2 Years ------------------------------------------------------------ After two years under federal receivership, U.S. Housing and Urban Development (HUD) Assistant Secretary Sandra Henriquez officially returned the Philadelphia Housing Authority (PHA) to the City of Philadelphia and welcomed the newly appointed 9-member Board of Commissioners. "We are here because of the untiring efforts of HUD's receivership team, in particular Estelle Richman, and a new management team at PHA to restore the credibility of this agency for the citizens of Philadelphia," said Henriquez. "It's a great day for the City, the housing authority, HUD, and most importantly, the residents who rely on the housing and services PHA provides." In a ceremony at the housing authority's board meeting, Henriquez presented a declaration to the City releasing PHA from federal control. Joining Henriquez was Suzanne Biemiller, First Deputy Chief of Staff to Mayor Michael Nutter, former HUD Senior Advisor Estelle Richman, who served as Chairman of the PHA Board during the receivership, and PHA President and CEO Kelvin Jeremiah. "I want to thank U.S. Department of Housing and Urban Development Secretary Shaun Donovan, Assistant Secretary Sandra Henriquez and Estelle Richman, the Secretary's senior advisor who acted as PHA's sole board member through this time of transition. I deeply appreciate their cooperation and support. Now, with PHA's return to local control, the City of Philadelphia has the opportunity to better coordinate housing policy, related investment decisions and neighborhood revitalization in a transparent and coherent manner that involves all housing agencies and stakeholders for the benefit of the people who live in PHA housing and all Philadelphians," said Mayor Michael A. Nutter. "Equally important, the re-establishment of local control with a new governance structure means real accountability. The Authority in all its actions is responsible to the Mayor who, in turn, is answerable to the voters. This significant reform could not have been achieved without the strong support of the Philadelphia City Council, the Pennsylvania House of Representatives, the Pennsylvania Senate and Gov. Corbett. Under PHA President Kelvin Jeremiah's leadership, PHA has instituted strong internal controls, and now with a talented PHA Board of Commissioners prepared to carry out its duties, a new era of accountability, responsibility and transparency begins that will benefit PHA residents and staff and all Philadelphians." "I take pride and pleasure in having this opportunity to leave this agency with the team we have in place," said Richman. "The time has come for HUD to step aside and allow this agency to continue the progress it has made independent of the federal government. "Thanks to the collective leadership and the support of HUD, Mayor Nutter and Council President Darrell Clarke, PHA is ready to revert to local control after more than two years in receivership. This, along with strong internal controls, an experienced executive staff and a dedicated board, has truly equipped the agency to operate efficiently and effectively for years to come." said Jeremiah. "I believe this committed board, with its wide range of experiences in the community, can govern the agency in a thoughtful and highly ethical manner. Today marks an important achievement for PHA and its staff. We are no longer looking to the past with regret and disappointment. Instead, we are looking forward to the future, to seize the opportunities it holds, and to take back PHA's good name and reclaim its legacy." HUD took over PHA in March 2011 and named Richman PHA Board Chair to oversee operations of the agency as the one-member Board. A new management team was put in place and successfully established policies and procedures that moved the agency forward that restored credibility to the agency. Over the last two years, PHA has put in place stricter internal controls, a stronger management structure, and a robust audit and compliance department. The agency also has a fully functional Human Resources Department and Office of General Counsel. The Human Resources staff has trained all employees on the rules of engagement, including, but not limited to, standards of ethical conduct and Equal Employment Opportunity policies. In 2012, the Pennsylvania General Assembly passed a measure to increase the number of board members from five to nine and gave the Mayor the authority to appoint all Commissioners with City Council approval. Two of the Commissioners are PHA residents. In the same year, Mayor Nutter appointed the following individuals to serve on the PHA Board of Commissioners: Lynette M. Brown-Sow, Vice President of Marketing and Communications Community College of Philadelphia; Leslie D. Callahan, PhD, Pastor of St. Paul's Baptist Church in North Philadelphia; Rev. Bonnie Camarda, Director of Partnerships for the Salvation Army of Eastern Pennsylvania and Delaware; Hon. Nelson A. Diaz, partner at Dilworth Paxson, LLP; Shellie R. Jackson, PHA resident; Joan Markman, Esq., Chief Integrity Officer for the City of Philadelphia; Kenneth A. Murphy, Esq. partner at Drinker Biddle & Reath, LLP; Vernell Tate, PHA resident and president of the resident council at Spring Garden Apartments; Herbert Wetzel, former Executive Director of the Redevelopment Authority, housing expert for the Philadelphia City Council. The new board, which over the past few months have attended board and residents meetings, has received extensive training from PHA and HUD, including sessions on Ethical Conduct, Conflict of Interest, EEO and the Fair Housing Act. Last month, Richman appointed Jeremiah, an expert in compliance and investigations, the president and CEO of PHA. PHOENIX COS: S&P Keeps 'B-' Rating on CreditWatch Negative ---------------------------------------------------------- Standard & Poor's Ratings Services said that it was keeping its 'B-' long-term counterparty credit rating on The Phoenix Cos. (Phoenix) on CreditWatch with negative implications, where S&P initially placed it on March 8, 2013. "The CreditWatch listing reflects the risks associated with a potential acceleration of principal due to a technical breach of a reporting covenant on Phoenix's $252.7 million 7.45% quarterly interest bonds due 2032 should investors chose to move forward with that action," said Standard & Poor's credit analyst Patrick Wong. In November 2012, Phoenix disclosed that it will restate its generally accepted accounting principles (GAAP) financial statements for the years ended December 2011, 2010, and 2009, as well as the certain interim periods through second-quarter 2012. The restatement will correct certain errors related to the classification of items on the consolidated statement of cash flows in these periods. As a result of the delayed financial filings, Phoenix entered into a technical breach of a reporting covenant and offered a solicitation to bondholders to avoid an event of default by extending the reporting deadline. Phoenix successfully attained the waiver, but does not expect to complete its restatement within the cure period that ends on May 31, 2013. Failure to remedy the current restatement within 60 days of notice from the trustee would constitute an event of default and would allow the holders of not less than 25%, in aggregate principal amount, of the outstanding bonds to declare the principal of all related bonds outstanding to be due and payable immediately. While Phoenix has announced that it will seek to obtain a second reporting covenant waiver, thus amending the indenture governing the bonds, the CreditWatch listing reflects the potential capital strain and S&P's concerns surrounding holding company liquidity if acceleration of the $252.7 million of outstanding principal were payable immediately. As Phoenix has publically stated, the consent solicitation would allow the company to extend the date for providing the bond trustee with its third-quarter 2012 Form 10-Q, 2012 Form 10-K, and its quarterly reports on Form 10-Q for the first, second, and third quarters of 2013 through Dec. 31, 2013. The solicitation follows management's conclusion that it requires additional time to provide the 2012 reports and its belief that this extension provides adequate time to resume a timely filing schedule. As of year-end 2012, Phoenix has reported estimates of $144.5 million in cash and marketable securities at the holding company, and its regulated insurance operating subsidiary dividend capacity of about $78 million for 2013. Phoenix is now showing continued improvement in its overall holding company liquidity position, financial flexibility, and relative strength in its statutory earnings from new business and run-off regulatory closed block. Phoenix Life Insurance Co. (PLIC) continues to perform within S&P's rating expectations earning net gains from operations of $160.5 million, as well as net income of $156 million. "The CreditWatch indicates that we could lower our ratings on Phoenix if we believe it's increasingly unlikely that the company will meet its filing deadline or if it seems unable to remedy potential noteholder acceleration," Mr. Wong continued. "On the other hand, we may resolve the CreditWatch and affirm the ratings if Phoenix files all restated and up-to-date 10-K/Q before its stated goal of Dec. 31, 2013." POSITIVEID CORP: Copy of Certificate of Incorporation ----------------------------------------------------- PositiveID Corporation has amended its report with the U.S. Securities and Exchange Commission to file a complete copy of the Company's Certificate of Incorporation, including the Certificate of Amendment, and to correct a typographical error with respect to the effective date and record date for the Reverse Stock Split. The effective date and record date for the Reverse Stock split was April 23, 2013. A copy of the Amended Certificate of Incorporation is available for free at http://is.gd/112X1G About PositiveID Delray Beach, Fla.-based PositiveID Corporation has historically developed, marketed and sold RFID systems used for the identification of people in the healthcare market. Beginning in early 2011, the Company has focused its strategy on the growth of its HealthID business, including the continued development of its GlucoChip, its Easy Check breath glucose detection device, its iglucose wireless communication system, and potential strategic acquisition opportunities of businesses that are complementary to its HealthID business. PositiveID incurred a net loss of $7.99 million on $0 of revenue for the year ended Dec. 31, 2012, as compared with a net loss of $16.48 million on $0 of revenue for the year ended Dec. 31, 2011. The Company's balance sheet at Dec. 31, 2012, showed $2.41 million in total assets, $6.17 million in total liabilities and a $3.76 million total stockholders' deficit. EisnerAmper 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 at Dec. 31, 2012, the Company has a working capital deficiency and an accumulated deficit. Additionally, the Company has incurred operating losses since its inception and expects operating losses to continue during 2013. These conditions raise substantial doubt about its ability to continue as a going concern. POWER BUYER: Moody's Rates 'B2' Rating to $495-Mil. Debt Facility ----------------------------------------------------------------- Moody's Investors Service assigned a B3 corporate family rating and B3-PD probability of default rating to Power Buyer, LLC. In addition, Moody's assigned a B2 rating to the company's proposed $495 million first lien senior secured credit facility. This facility will include a $60 million senior secured revolving credit facility, a $385 million senior secured first lien term loan, and a $50 million delayed draw senior secured first lien term loan. Moody's also assigned a Caa2 rating to the anticipated $140 million second lien senior secured term loan. The proceeds from the credit facility and term loans will be used to complete the acquisition of PowerTeam Services and to refinance existing debt. A stable rating outlook was assigned. The following ratings were assigned in this rating action: Corporate Family Rating B3; Probability of Default Rating B3-PD; $60 million senior secured revolving credit facility B2 (LGD3, 39%); $385 million senior secured first lien term loan B2 (LGD3, 39%); $50 million delayed draw senior secured credit facility B2 (LGD3, 39%); $140 million senior secured second lien term loan Caa2 (LGD6, 90%). This is a newly initiated rating and this is Moody's first press release on this issuer. Ratings Rationale: The B3 corporate family rating reflects Power Buyer's elevated financial leverage, acquisitive history, small size, and lack of geographic and end-market diversification versus other rated engineering and construction companies. The company is primarily focused on providing services to one industry, gas and electric utilities, and its operations are concentrated in the southeastern and central US. The company has no exposure to other end-markets and geographic regions. The rating also reflects the risks associated with combining two recently acquired businesses and the lack of operating history in the current business configuration. Power Buyer's ratings are supported by the recurring nature of the repair and maintenance services it provides and its above average industry margins. The company's rating also benefits from favorable industry dynamics due to the aging of pipelines, power lines and other transmission infrastructure, and the trend towards outsourcing of maintenance work by gas and electric utilities. Moody's expects Power Buyer to maintain strong profitability and to generate revenue of approximately $515 million over the next 12 months. The company's operating results will continue to be supported by its master service agreements (MSA's) and blanket contracts with long-term utility customers and its track record of timely project execution. This should enable the company to generate positive free cash flow and pay down a modest amount of debt. However, the company is expected to maintain an elevated leverage ratio of approximately 5.5x including Moody's standard adjustments excluding potential further acquisition activity. Power Buyer's pro forma liquidity should be adequate since the company has no plans to draw on the $60 million revolver and will have no near-term debt maturities. The stable outlook presumes the company's operating results will modestly improve over the next 12 to 18 months and result in gradually improved credit metrics. It also assumes the company will carefully balance its leverage with its growth strategy. The ratings could experience upward pressure if the company maintains stable margins, generates positive free cash flow and reduces its leverage ratio below 5.0x. Negative rating pressure could develop if deteriorating operating results, debt financed acquisitions or shareholder dividends result in funds from operations (CF from operations before working capital changes) declining below 10% of outstanding debt or the leverage ratio rising above 6.0x. A significant reduction in borrowing availability or liquidity could also result in a downgrade. The principal methodology used in rating Power Buyer was the Global Construction Industry Methodology published in November 2010. Other methodologies used include Loss Given Default for Speculative-Grade Non-Financial Companies in the U.S., Canada and EMEA published in June 2009. Headquartered in Plymouth, Michigan, Power Buyer, LLC is a domestically focused utility transmission and distribution infrastructure services company, offering natural gas and electric utilities a wide array of services that help to maintain and upgrade their infrastructure and operate more efficiently and reliably. The company generated pro form revenue of approximately $486M for the trailing 12-month period ended December 31, 2012. Kelso & Company is the majority owner of Power Buyer, LLC. POWERWAVE TECHNOLOGIES: Has OK to Tap DIP Loans/Cash Collateral --------------------------------------------------------------- The U.S. Bankruptcy Court for the District of Delaware gave final authority for Powerwave Technologies, Inc., to obtain postpetition financing and access cash collateral. The DIP Facility provides the Debtors a $5.0 million senior secured priming term loan. P-Wave Holdings, LLC, as agent for the DIP Lenders, will be granted valid priming first priority perfected liens, subject only to a carve-out on substantially all of the Debtor's assets to secure the Debtor's obligations under the DIP Documents. P-Wave is also granted superpriority administrative claim, subject only to the carve-out. The Debtor's cash collateral secures its prepetition indebtedness to P-Wave. The cash collateral will be used to continue operations and to administer and preserve the value of the Debtor's estate. As a result of the Debtor's authorization to use the Cash Collateral, P-Wave is granted adequate protection for any diminution in the value of its interest in the prepetition collateral. The Cash Collateral will be used in accordance to a four-week budget commencing with the week ending April 26, 2013. The Debtor's authority to use the Cash Collateral and the DIP Facility automatically and immediately terminates upon the occurrence and continuation of certain "termination events" enumerated in loan documents. Among other things, the Debtor is required to follow milestones with respect to the sale of all or substantially all of its assets or equity. The Debtor is required to conduct an auction no later than May 13, 2013. A final order of the Court approving the sale must be entered no later than May 17, and the closing of the sale must occur no later than the earlier of (A) five days after entry of the Sale Order, if the purchaser waives the requirement that the Sale Order become a final order, and (B) 15 days after entry of the Sale Order, if the purchaser does not waive the requirement that the Sale Order become a final order. 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. POWERWAVE TECHNOLOGIES: Hires Hilco as Receivables Servicer ----------------------------------------------------------- Powerwave Technologies, Inc., sought and obtained permission from the U.S. Bankruptcy Court for the District of Delaware to employ Hilco Receivables, LLC, as receivables servicer, to collect outstanding trade accounts due and owing to the Debtor. For its services, Hilco will be entitled to receive 4% of the "gross cash receipts," which means all payments received, regardless of source, which apply to an account, whether by cash, check, wire transfer, or credit card, or as a result of suit. Eric W. Kaup, principal of Hilco Receivables, LLC, assured 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 Debtor and its estate. 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. POWERWAVE TECHNOLOGIES: Houlihan Lokey Replaces Sandler as Banker ----------------------------------------------------------------- Powerwave Technologies, Inc., obtained authority from the U.S. Bankruptcy Court for the District of Delaware to employ Houlihan Lokey Capital, Inc., as investment banker, replacing Sandler O'Neill & Partners, L.P. Sandler is directed to transfer to the Debtor $37,500, which represents one-half of the firm's retainer fee. 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. POWERWAVE TECHNOLOGIES: Rejects Steven Global Logistics Agreement ----------------------------------------------------------------- Powerwave Technologies, Inc., sought and obtained authority from the U.S. Bankruptcy Court for the District of Delaware to reject its logistics agreement with Stevens Global Logistics, Inc., effective as of March 1, 2013. 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. RADIOSHACK CORP: Amends First Quarter Form 10-Q ----------------------------------------------- Radioshack Corporation filed an amendment to its quarterly report for the period ended March 31, 2013, solely to correct certain amounts included in a table under the heading "Comparative Information" on page 22. The table was included to present the Company's results from continuing operations in a manner that reflects the reclassification of the Company's Target Mobile centers to discontinued operations. The annual amounts in the table labeled as gross profit for the years ended Dec. 31, 2011, 2010, and 2009, have been corrected. A copy of the Amended Quarterly Report is available for free at http://is.gd/bsUhP0 About Radioshack RadioShack sells consumer electronics and peripherals, including cellular phones. It operates roughly 4,700 stores in the U.S. and Mexico. It also operates about 1,500 wireless phone kiosks in Target stores. The company also generates sales through a network of 1,100 dealer outlets worldwide. Revenues for the last 12 months' period ending June 30, 2012, were roughly $4.4 billion. Radioshack disclosed a net loss of $139.4 million in 2012, as compared with net income of $72.2 million in 2011. Radioshack's balance sheet at Dec. 31, 2012, showed $2.29 billion in total assets, $1.70 billion in total liabilities and $598.7 million in total stockholders' equity. * * * As reported by the TCR on Nov. 23, 2012, Standard & Poor's Ratings Services lowered its corporate credit and senior unsecured debt ratings on Fort Worth, Texas-based RadioShack Corp. to 'CCC+' from 'B-'. "The downgrade of RadioShack reflects our view that it will be very difficult for the company to improve its gross margin in the fourth quarter of this year, given the highly promotional nature of year-end holiday retailing in the wireless and consumer electronic categories," said Standard & Poor's credit analyst Jayne Ross. In the July 27, 2012, edition of the TCR, Fitch Ratings has downgraded its long-term Issuer Default Rating (IDR) for RadioShack Corporation to 'CCC' from 'B-'. The downgrade reflects the significant decline in RadioShack's profitability, which has become progressively more pronounced over the past four quarters. As reported by the TCR on March 6, 2013, Moody's Investors Service downgraded RadioShack Corporation's corporate family rating to Caa1 from B3 and probability of default rating to Caa1-PD from B3- PD. RadioShack's Caa1 Corporate Family Rating reflects Moody's opinion that the overall business strategy of the company to reverse the decline in profitability has not gained any traction. RANCHER ENERGY: Evaluating Opportunities for Expansion ------------------------------------------------------ Rancher Energy Corp. mailed a letter to its shareholders regarding the Company's status. As of March 31, 2013, the Company had cash balances in its bank accounts of approximately $2,126,000, and a nominal amount of other assets valued at $250,000. The Company's liabilities at March 31, 2013, were approximately $100,000. "We are evaluating opportunities that range from expansion of our business through the acquisition of oil and gas properties to acquiring companies or entering into some form of a business combination, which we believe will result in substantially enhanced shareholder value," said Jon Nicolaysen, president of Rancher Energy Corporation. "Our business objective is to either acquire or acquire control of one or more businesses or assets through a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination." The text of the correspondence is available for free at: http://is.gd/qva8A3 About Rancher Energy Denver, Colorado-based Rancher Energy Corp. (OTC BB: RNCHQ) -- http://www.rancherenergy.com/-- is an independent energy company that explores for and develops produces, and markets oil and gas in North America. Through March 2011, the Company operated four oil fields in the Powder River Basin, Wyoming. Effective March 1, 2011, the Company sold all of its oil and gas properties, which has allowed it to eliminate the majority of its debt and also provide financial resources during its continuing reorganization. The Company was formerly known as Metalex Resources, Inc., and changed its name to Rancher Energy Corp. in 2006. Rancher Energy Corp. was incorporated in the State of Nevada on Feb. 4, 2004. Rancher Energy filed for Chapter 11 bankruptcy protection (Bankr. D. Colo. Case No. 09-32943) on Oct. 28, 2009. In its petition, the Company estimated assets and debts of between $10 million and $50 million each. The Debtor is represented by lawyers at Onsager, Staelin & Guyerson, LLC. The Company sold substantially all of its assets effective March 1, 2011, to Linc Energy Petroleum (Wyoming), Inc. in exchange for cash of $20 million plus other potential future consideration up to $825,000, and subject to other adjustments. The deal was approved Feb. 24, 2011. As reported in the Troubled Company Reporter on March 25, 2011, the Company delivered to the Bankruptcy Court a first amended Chapter 11 plan of reorganization, and first amended disclosure statement explaining that plan. The Bankruptcy Court approved the Second Amended Plan of Reorganization and accompanying Disclosure Statement of Rancher Energy Corporation on Sept. 10, 2012. The Plan became effective on Oct. 10, 2012. The Company's balance sheet at Dec. 31, 2012, showed $2.65 million in total assets, $109,760 in total liabilities and $2.54 million in total stockholders' equity. READER'S DIGEST: Enters Into European Licensing Deals with Tarsago ------------------------------------------------------------------ The Reader's Digest Association, Inc. on April 30 disclosed that it has licensed its operations in France, Belgium and the Nordic region to SAPE, and in Poland, Romania and Hungary to Tarsago Media Group. Both of these agreements required US Bankruptcy Court approval, which the Company previously received. The partnerships took effect on April 30. The Company's licensing initiative is one of the core pillars of its transformation plan. Last summer, the Company licensed its businesses in Spain and Portugal to SAPE. The Company continues to pursue licensing agreements for its international business in other regions. "[Tues]day marks a big step in Reader's Digest Association's plan to transform our international business by enabling us to reduce corporate overhead to achieve a sustainable debt structure and to simplify our business," said Robert E. Guth, CEO of Reader's Digest Association. "While we still have more to do, we believe that these licensing transactions will provide the Company with steady revenue streams and enable us to maintain our global footprint without the costs associated with running these businesses. In addition, both of our licensees are excellent strategic partners for Reader's Digest and know our business well." Both SAPE and Tarsago have extensive understanding of the Reader's Digest business. SAPE is a leader in Spain and Portugal in mail order and direct selling, and last year began a partnership with RD through the licensing of the Iberia business. Tarsago is co- owned by a former RD Central Europe executive. Mr. Guth continued, "I would like to thank the France, Nordic, Poland, Romania and Hungary teams for their significant contributions to Reader's Digest International and for everyone's efforts in making these transactions possible. I look forward to a close working relationship and successful partnership with these teams in the future." The Company expects all affected RDA employees will transition with the businesses to the new owners. 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. REALOGY CORP: Issues $500 Million Senior Notes ---------------------------------------------- Realogy Group LLC together with The Sunshine Group (Florida) Ltd. Corp, issued $500 million aggregate principal amount of 3.375% senior notes due 2016, under an indenture, dated as of April 26, 2013, with The Bank of New York Mellon Trust Company, N.A., as trustee for the Notes. The Notes were issued in a private offering exempt from the registration requirements of the Securities Act of 1933, as amended, to qualified institutional buyers in accordance with Rule 144A and to persons outside of the United States pursuant to Regulation S under the Securities Act. The Company will use the net proceeds from the offering of the Notes of approximately $494.5 million, along with borrowings under its revolving credit facility, to redeem all of the $492 million aggregate outstanding principal amount of its 11.50% Senior Notes due 2017 at a redemption premium of 105.75%, plus accrued and unpaid interest to the redemption date. The Notes are unsecured senior obligations of the Company and will mature on May 1, 2016. The Notes bear interest at a rate of 3.375% per annum. Interest on the Notes will be payable semiannually to holders of record at the close of business on April 15 or October 15 immediately preceding the interest payment date on May 1 and November 1 of each year, commencing Nov. 1, 2013. At any time prior to maturity, the Company may redeem all or a portion of the Notes at a price equal to 100% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest, plus a "make-whole" premium. The Company may also redeem up to 40% of the aggregate principal amount of the Notes at any time and from time to time prior to maturity, with the net cash proceeds of certain equity offerings at a price equal to 103.375% of the principal amount thereof, plus accrued and unpaid interest to the date of redemption. If the Company experiences certain kinds of changes in control, it must offer to purchase the Notes at a price equal to 101% of the principal amount, plus accrued and unpaid interest. If the Company sells certain assets, it must offer to repurchase the Notes at 100% of the principal amount, plus accrued and unpaid interest. A copy of the Form 8-K is available for free at: http://is.gd/VeNipc About Realogy Corp. Realogy Corp. -- http://www.realogy.com/-- a global provider of real estate and relocation services with a diversified business model that includes real estate franchising, brokerage, relocation and title services. Realogy's world-renowned brands and business units include Better Homes and Gardens Real Estate, CENTURY 21, Coldwell Banker, Coldwell Banker Commercial, The Corcoran Group, ERA, Sotheby's International Realty, NRT LLC, Cartus and Title Resource Group. Collectively, Realogy's franchise systems have around 15,000 offices and 270,000 sales associates doing business in 92 countries around the world. Headquartered in Parsippany, N.J., Realogy is owned by affiliates of Apollo Management, L.P., a leading private equity and capital markets investor. Realogy fully supports the principles of the Fair Housing Act. Realogy Holdings Corp. and Realogy Group LLC reported a net loss attributable to the Companies of $543 million on $4.67 billion of net revenues for the year ended Dec. 31, 2012. Realogy Holdings and Realogy Group incurred a net loss of $441 million on $4.09 billion of net revenues in 2011, following a net loss of $99 million on $4.09 billion of net revenues for 2010. The Company's consolidated balance sheets at Dec. 31, 2012, showed $7.44 billion in total assets, $5.92 billion in total liabilities and $1.51 billion in total equity. Bankruptcy Warning "Our ability to make scheduled payments or to refinance our debt obligations depends on our financial and operating performance, which is subject to prevailing economic and competitive conditions and to certain financial, business and other factors beyond our control. We cannot assure you that we will maintain a level of cash flows from operating activities and from drawings on our revolving credit facilities sufficient to permit us to pay the principal, premium, if any, and interest on our indebtedness or meet our operating expenses. If our cash flows and capital resources are insufficient to fund our debt service obligations, we may be forced to reduce or delay capital expenditures, sell assets or operations, seek additional debt or equity capital or restructure or refinance our indebtedness. We cannot assure you that we would be able to take any of these actions, that these actions would be successful and permit us to meet our scheduled debt service obligations or that these actions would be permitted under the terms of our existing or future debt agreements. If we cannot make scheduled payments on our debt, we will be in default and, as a result: * our debt holders could declare all outstanding principal and interest to be due and payable; * the lenders under our senior secured credit facility could terminate their commitments to lend us money and foreclose against the assets securing their borrowings; and * we could be forced into bankruptcy or liquidation," the Company said in its annual report for the period ended Dec. 31, 2012. * * * In the Dec. 12, 2012, edition of the TCR, Moody's Investors Service upgraded Realogy Group LLC's Corporate Family and Probability of Default ratings to B3. The B3 Corporate Family rating (CFR) incorporates Moody's view that Realogy's capital structure has made meaningful progress towards being stabilized following the issuance of primary equity, and is therefore more sustainable although still highly leveraged. As reported by the TCR on Feb. 18, 2013, Standard & Poor's Ratings Services raised its corporate credit rating on Realogy Corp. to 'B+' from 'B'. "The one notch upgrade in the corporate credit rating to 'B+' reflects an increase in our expectation for operating performance at Realogy in 2013, and S&P's expectation that total lease adjusted debt to EBITDA will improve to the low-6x area and funds from operations (FFO) to total adjusted debt will be improve to the high-single-digits percentage area in 2013, mostly due to EBITDA growth in the low- to mid-teens percentage area in 2013," S&P said. REGIONS FINANCIAL: Moody's Assigns Shelf Ratings to Three Trusts ---------------------------------------------------------------- Moody's Investors Service assigned shelf ratings to Regions Financial Corporation (senior unsecured of Ba1 stable). The following shelf ratings were assigned: senior unsecured of (P)Ba1, subordinate of (P)Ba2, junior subordinate of (P)Ba3, cumulative preferred stock of (P)Ba3, and non-cumulative preferred stock of (P)B1. In the same rating action, Moody's assigned a shelf rating for backed preferred stock of (P)Ba3 to the following trusts: Regions Financing Trust IV, Regions Financing Trust V, and Regions Financing Trust VI. Ratings Rationale: Moody's said that Regions' shelf ratings reflect the rating agency's normal notching practices. Regions Financial Corporation headquartered in Birmingham, Alabama, reported total assets of $119.7 billion at March 31, 2013. The principal methodology used in this rating was Moody's Consolidated Global Bank Rating Methodology published in June 2012. RENT-A-CENTER INC: New $250MM Senior Notes Get Moody's Ba3 Rating ----------------------------------------------------------------- Moody's Investors Service assigned a Ba3 rating to Rent-A-Center, Inc.'s proposed $250 million guaranteed senior unsecured notes due 2021. Moody's also revised Rent-A-Center's ratings outlook to stable from positive. The company's Ba2 Corporate Family Rating, Ba2-PD Probability of Default Rating and Ba3 rating on its existing $300 million senior unsecured notes due 2020 were affirmed. Rent-A-Center intends to use proceeds from the proposed notes to repay $46 million of revolving loans outstanding under its credit facility, with the remaining net proceeds to be used for share repurchases and for general corporate purposes. As of March 31, 2013, Rent-A-Center had approximately $205.2 million remaining under its $1.0 billion authorized share repurchase program. On April 26, 2013 the company announced it had increased the authorization by an additional $250 million to $1.25 billion resulting in pro forma availability (as of March 31, 2013) of approximately $455.2 million. Ratings assigned: $250 million guaranteed senior unsecured notes due 2021 at Ba3 (LGD 5, 74%) Ratings affirmed (and LGD assessment updated): Corporate Family Rating at Ba2 Probability of Default Rating at Ba2-PD $300 million guaranteed senior unsecured notes due 2020 at Ba3 (LGD 5, 74%) Ratings Rationale: The change in outlook to stable reflects the proposed $204 million increase in debt coupled with the company's announcement that 2013 operating performance will be weaker than originally expected as delayed federal income tax refunds, rising fuel prices and higher taxes led to a decline in the portfolio of core rental agreements in the first quarter -- resulting in reduced earnings guidance for 2013. Rent-A-Center's pro forma leverage, as measured by lease-adjusted debt/EBITDA for the twelve months ended March 31, 2013 will increase to about 4.4 times from about 4.1 times. When considering the company's revised EBITDA guidance of $400 million, which is only slightly above 2012 levels, metrics will not improve to levels consistent with a higher rating over the near-to- intermediate term. Rent-A-Center's Ba2 Corporate Family Rating continues to reflect the company's relatively strong and stable debt protection measures, leading position in the consumer rent-to-own industry, moderate business risk, balanced financial policy, and good liquidity. The rating also reflects potential challenges inherent with planned expansion of its rent-to-own stores in Mexico, significant growth of RAC Acceptance units in the US, and potential impact from new government legislation that may occur from time-to-time. The stable outlook reflects Moody's expectation for continued profitable growth over the longer term, particularly through ongoing expansion and maturity of rent-to-own stores in Mexico and RAC Acceptance in the US. The outlook also reflects Moody's view that liquidity will remain good. While acknowledging that pro forma financial covenant cushion will modestly tighten due to the proposed debt issuance and reduced earnings guidance, further contraction could begin to pressure this view. The outlook also assumes that management will maintain a balanced financial policy and the regulatory and litigation environment will remain stable. A ratings downgrade could result from a sustained decline in same store sales or profitability, particularly if new store investment does not achieve expected returns. A downgrade could also stem from a deterioration in liquidity or any adverse changes in the regulatory or legal environment. Specific metrics include debt/EBITDA rising above 4.5 times or EBITA/Interest falling below 2.75 times on a sustained basis. Demonstrating that new unit growth is achieving a good rate of return while sustainably improving credit metrics could lead to a ratings upgrade. Other considerations include continued good liquidity, balanced financial policies, and a stable regulatory environment. Quantitatively, debt/EBITDA would need to approach 3.5 times and EBITA/Interest should be sustained above 3.5 times. 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. Rent-A-Center, Inc., with headquarters in Plano, Texas operates the largest chain of consumer rent-to-own stores in the U.S. with 4,164 company operated stores and kiosks located in the U.S., Canada, Mexico and Puerto Rico. Rent-A-Center also franchises 224 rent-to-own stores that operate under the "ColorTyme" and "Rent-A- Center" banners. Latest twelve month revenue approached $3.1 billion. RENT-A-CENTER INC: S&P Cuts CCR to 'BB' & Rates $250MM Notes 'BB-' ------------------------------------------------------------------ Standard & Poor's Ratings Services said it lowered its corporate credit rating on Plano, Texas-based Rent-A-Center Inc. to 'BB' from 'BB+'. The outlook is stable. At the same time, S&P assigned a 'BB-' issue-level rating and a '5' recovery rating to the proposed $250 million senior unsecured notes. The '5' recovery rating indicates S&P's expectation for modest (10% to 30%) recovery of principal in the event of a payment default. S&P also lowered the issue-level rating on the company's existing 6.625% senior notes to 'BB-' from 'BB', also with a '5' recovery rating. Rent-A-Center is issuing the notes to fund a $200 million accelerated share repurchase, repay $46 million of existing revolver borrowing, and fund other expenses related to the transaction. "The rating on North American rent-to-own retailer Rent-A-Center Inc. reflects Standard & Poor's Ratings Services' assessment that while the company's business risk profile will remain "fair" in the coming year, the financial risk profile will return to "significant" from "intermediate" due to higher-than-expected debt levels," said credit analyst Diya Iyer. "We had expected Rent-A-Center to maintain a moderate financial policy, funding dividends, share repurchases, and potential acquisitions mainly with internally-generated cash, while sustaining debt leverage below 3.0x. This proposed debt-funded share repurchase increases lease-adjusted debt-to-EBITDA from 2.8x through the first quarter of 2013 to 3.3x pro forma, and reduces interest coverage from 6.2x from 5.1x pro forma." The outlook is stable, reflecting S&P's expectation for limited improvement in credit protection measures in the coming year while maintaining credit ratios indicative of a significant financial risk profile. S&P could lower its ratings if the company's credit ratios deteriorate beyond its expectations due to slower-than-expected growth both domestically and abroad. This would lead to low- single-digit revenue growth and a 100-bp decline in gross margin, resulting in flat EBITDA. It could also occur if Rent-A-Center completed additional debt-financed share repurchases of $100 million or more in the coming year following this transaction. In these scenarios, leverage would approach the mid- 3.0x area and coverage would fall below 5.0x. Though unlikely, S&P would upgrade Rent-a-Center if it can demonstrate growth ahead of S&P's expectations, with a 20% sales increase and 100 bps in gross margin expansion. At that time, leverage would decline below 3.0x and coverage would approach 6.0x. RESIDENTIAL CAPITAL: Wants Plan Exclusivity Until July 10 --------------------------------------------------------- Judge Martin Glenn has entered a bridge order extending Residential Capital, LLC, and its debtor affiliates' exclusive plan filing deadline through and until May 7. A hearing on the Debtors' exclusivity extension request will also be held on that date. Objections were due April 29. The Debtors are asking Judge Glenn to further extend the exclusive period during which only the Debtors may file a Chapter 11 plan through and including July 10, 2013, and the period during which they have the exclusive right to solicit acceptances of that plan through and including September 9. Lewis Kruger, the chief restructuring officer of the Debtors, said he has devised a work plan aimed toward resolving important plan issues. The Work Plan has the following objectives: (a) to provide updated business and financial information to Creditors; (b) to engage each of the Debtors' key stakeholders in substantive negotiations regarding major plan issues; and (c) to make progress in mediation. Mr. Kruger relates that he made the negotiations concerning the proposed settlement with residential mortgage-backed securities trusts a priority because the costs to the Debtors if the RMBS Settlement is not approved -- up to $600 million in additional cure costs and a $44 billion unsecured claim -- could far exceed the economic outcome if the settlement is resolved. Mr. Kruger specifies that the Debtors are satisfying each of the Work Plan objectives by providing updated business and financial information, engaging all key stakeholders in both formal and informal discussions concerning major plan issues, and pursuing the mediation with key parties. Mr. Kruger says mediation under Judge Peck's guidance has been productive and that progress has been made in mediation. Since the March 5, 2013 Hearing, he relates, negotiations have also been bilateral and the parties have addressed the intercreditor issues, in addition to the settlement with Ally Financial Inc. He adds that in consultation with the Mediator and at the request of parties-in-interest, the Debtors have delayed filing certain pleadings seeking to resolve certain of the Intercreditor Issues. If the global mediation session does not result in consensus, the Debtors intend to file promptly those pleadings to request that the Court adjudicate the Intercreditor Issues. The Debtors assert that allowing the Exclusive Plan Period to terminate at this time would almost certainly set back the plan process. Thus, in order to achieve the best result, the Debtors maintain that they need additional time to negotiate, document, and file a Chapter 11 plan. 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. ResCap sold most of the businesses for a combined $4.5 billion. 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: May 14 Hearing on AFI Cash Collateral ---------------------------------------------------------- Judge Martin Glenn approved on April 17 a stipulation entered into among Residential Capital LLC, Ally Financial Inc., and holders of Junior Secured Notes, amending the AFI DIP and Cash Collateral Order to provide that the parties, together with the Official Committee of Unsecured Creditors, will continue to negotiate in good faith to enter in an agreement, to be subject to Court approval, by April 30, 2013 or as soon as practicable thereafter on a revised expense allocation methodology that will become effective following April 30, 2013. The AFI DIP and Cash Collateral Order is also amended to provide that the termination of the Debtors' right to use the Prepetition Collateral, including Cash Collateral, will automatically terminate (i) on the effective date of a Plan for any Debtor, (ii) April 30, 2013, or (iii) upon written notice by the AFI Lender. The April 17 stipulation was superseded by an April 24 stipulation whereby the parties informed the Court that they intend to engage in discussions regarding the terms governing the ongoing use of Cash Collateral following the Termination Date. They have agreed to consensually amend the AFI DIP and Cash Collateral Order so that the Cash Collateral Motion can be heard at the May 14, 2013, hearing. Accordingly, the parties agreed, under the April 24 stipulation, that the "termination date" is further extended (i) on the effective date of a Plan for any Debtor, (ii) May 14, 2013, or (iii) upon written notice by the AFI Lender to the Borrowers after the occurrence and during the continuance of any of the termination events. Statements re Continued Cash Collateral Use Citibank, N.A., and UMB Bank, N.A., as successor indenture trustee with respect to the 9.625% Junior Secured Guaranteed Notes due 2015, filed statements in relation to the Debtors' motion for continued use of the AFI Cash Collateral. Citibank does not object to the Debtors' continued use of the AFI Cash Collateral but wants to correct an erroneous allegation in the Cash Collateral Continuation Motion and to make clear that Citibank is reserving all of its rights and remedies with regard to the unpaid balance of its claims under the Citibank MSR Facility. Specifically, the Cash Collateral Continuation Motion states that the Citibank MSR Facility was "paid off in full." However, Citibank stresses that -- pending a resolution of the outstanding issue of default interest, it has not been paid off in full, and the Debtors agreed that pending resolution of that claim they are required to continue abiding by the terms of the Final Citibank Cash Collateral Order. Citibank related that the sale of the Debtors' mortgage originations and servicing portfolio to Walter Investment Management Corp., included the Fannie Mae mortgage servicing rights portion of the Debtors' servicing portfolio. The Debtors' prepetition indebtedness with Citibank was secured by certain MSRs with respect to mortgage loans in Freddie Mac and Fannie Mae securitization pools and their proceeds. At the time of the closing of the Walter Sale, Citibank advised the Debtors that in addition to the $152 million principal balance of its claim and the accrued and unpaid non-default interest of $1,102,684, it was entitled to receive default interest, as of January 31, 2013, in the amount of $4,498,698. In order to avoid any interference with the closing of the Walter Sale or any related activities, the Debtors and Citibank agreed that Citibank would be paid the principal balance and accrued non-default interest relating to the Citibank MSR Facility at the closing, and the default interest issue would be left for later determination or resolution. At the Debtors' request, Citibank has temporarily held off on seeking to collect on that portion of its claim, with the agreement that the Debtors would continue to abide by all terms of the Final Citibank Cash Collateral Order. UMB Bank, for its part, objects to the Motion asserting that the Debtors have a contractual obligation to pay it fees and expenses under the indenture and those payments should continue to be made in the Debtors' Chapter 11 cases. UMB Bank contends that the Motion, as currently written, is in blatant disregard of the Debtors' obligations under the Indenture and in contravention of the Trustee's right to be paid its fees and expenses. 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. ResCap sold most of the businesses for a combined $4.5 billion. 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: Wilmington Seeks to Pursue HoldCo Claims ------------------------------------------------------------- Wilmington Trust, National Association -- solely in its capacity as indenture trustee for various series of senior unsecured notes in the outstanding aggregate principal amount of roughly $1 billion issued by Residential Capital, LLC, ("HoldCo") under the indenture dated as of June 24, 2005 -- seeks authority from the Court to prosecute, and if appropriate, settle certain claims and causes of action belonging to HoldCo in conjunction with certain third-party claims of the Trustee. Wilmington states in court documents that it filed the motion to ensure that the third-party claims and the HoldCo claims, which collectively are worth several billion dollars, are pursued by an entity whose interests align fully with the HoldCo estate. Wilmington adds that if its relief is granted, it will pursue the Claims in a coordinated fashion with any litigation that may be pursued by the Official Committee of Unsecured Creditors. Wilmington tells the Court that although it generally supports the Committee's motion seeking standing to pursue certain estate claims, it believes the Committee motion does not adequately protect the rights of the Noteholders and other HoldCo creditors. Wilmington adds that the Committee and its counsel and advisors have performed admirably, but unless and until there has been substantive consolidation, the Committee cannot represent the interest of all creditors simultaneously either in litigating or settling any claims of HoldCo, particularly given that some of these claims are against HoldCo's direct and indirect subsidiaries. According to Thomas J. Moloney, Esq., at Cleary Gottlieb Steen & Hamilton LLP, in New York, the HoldCo Claims are unique because only HoldCo can assert fraudulent conveyance claims for the loss of its interest in Ally Bank. He asserts that the Committee is conflicted from brining fraudulent transfer claims of the HoldCo estate against Ally Financial and the OpCos relating to HoldCo's forgiveness of billions of dollars of OpCo intercompany debt at a time when both the OpCos and HoldCo were insolvent. Moreover, Mr. Moloney says the Noteholders have unique Third-Party Claims arising from their rights under the Indenture that cannot be asserted by the Committee. Under various legal theories, including, but not limited to, alter ego and successor liability, Ally Financial is responsible for HoldCo's breach of the Indenture's prohibition against a transfer of "all or substantially all" of HoldCo's assets to an entity that did not assume the obligation to repay the Noteholders, he tells the Court. The hearing on Wilmington's motion will be held on May 14, 2013, at 10:00 a.m. Objections were due April 30. 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. ResCap sold most of the businesses for a combined $4.5 billion. 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). REVOLUTION DAIRY: Associates and Erkelens OK'd as Appraisers ------------------------------------------------------------ The U.S. Bankruptcy Court for the District of Utah in mid-April entered an order authorizing Revolution Dairy LLC to employ Professional, Free and Associates and Erkelens & Olson as appraisers. About Revolution Dairy Revolution Dairy LLC is one of the largest dairy farms in Utah. Revolution Dairy and affiliate Highline Dairy, LLC, filed bare- bones Chapter 11 petitions (Bankr. D. Utah Case Nos. 13-20770 and 13-20771) in Salt Lake City on Jan. 27, 2013. Each of the Debtors estimated $10 million to $50 million in assets and liabilities. Managers of Revolution and Highline -- Robert and Judith Bliss -- also sought Chapter 11 protection (Case No. 13-20772). Revolution Dairy, LLC, is represented by Prince, Yeates & Geldzahler. Highline Dairy is represented by Parsons Kinghorn & Harris. Robert and Judith Bliss are represented by Berry & Tripp. The Debtors have sought joint administration of their cases. The Official Committee of Unsecured Creditors tapped to retain Snell & Wilmer L.L.P. as its counsel. ROTECH HEALTHCARE: Official Equity Committee Appointed ------------------------------------------------------ Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that Rotech Healthcare Inc. has an official shareholders' committee to complement the creditors' committee appointed earlier in the case. The three-member equity committee appointed April 24 by the U.S. Trustee in Delaware includes Alden Global Recovery Master Fund LP, Varana Capital Master LP and Wynnefield Partners Small Cap Value LP I. Mr. Rochelle notes that equity committees are appointed when there is a reasonable chance stockholders will receive a distribution in bankruptcy. The Rotech reorganization plan, worked out before the Chapter 11 filing on April 8, is offering 10 cents a share for existing stock. There is to be a hearing on May 16 for approval of disclosure materials explaining the plan. It is supported by holders of a majority of the first- and second-lien secured notes. The $290 million in 10.5 percent second-lien notes are to be exchanged for the new equity. Trade suppliers are to be paid in full, if they agree to continue providing credit. The existing $23.5 million term loan would be paid in full, and the $230 million in 10.75 percent first-lien notes will be amended. The bankruptcy judge already gave interim approval for what is designed to be a $30 million secured loan after a final hearing April 25. The loan is from Silver Point Finance LLC, a lender on an existing term loan. 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. SBM CERTIFICATE: Case Summary & 20 Largest Unsecured Creditors -------------------------------------------------------------- Lead Debtor: SBM Certificate Company 14805 Village Gate Drive Silver Spring, MD 20906 Bankruptcy Case No.: 13-17282 Chapter 11 Petition Date: April 26, 2013 Court: U.S. Bankruptcy Court District of Maryland (Greenbelt) Debtor's Counsel: Lawrence A. Katz, Esq. LEACH TRAVELL BRITT, P.C. 8270 Greensboro Drive, Suite 700 Tysons Corner, VA 22102 Tel: (703) 584-8362 Fax: (703) 584-8901 E-mail: lkatz@ltblaw.com Estimated Assets: $10,000,001 to $50,000,000 Estimated Debts: $10,000,001 to $50,000,000 The petition was signed by Eric W. Westbury, Sr., director. Affiliates that simultaneously filed for Chapter 11: Debtor Case No. ------ -------- SBM Investments Certificates, Inc. 13-17288 fka 1st Atlantic Guaranty Corporation Assets: $1,000,001 to $10,000,000 Debts: $1,000,001 to $10,000,000 SBM Financial, LLC 13-17294 fka State Bond & Mortgage, LLC Assets: $0 to $50,000 Debts: $1,000,001 to $10,000,000 A. A copy of SBM Investment's list of 20 largest unsecured creditors is available for free at http://bankrupt.com/misc/mdb13-17288.pdf B. A copy of SBM Financial's list of three largest unsecured creditors is available for free at http://bankrupt.com/misc/mdb13-17294.pdf C. SBM Certificate Company's List of Its 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ The Rotbert Law Group -- $648,723 13640 Valley Oak Circle Rockville, MD 20850 RBSM, LLP -- $355,102 1360 Beverly Road, Suite 103 McLean, VA 22101 Melvin White, Esq. -- $256,444 1747 Pennsylvania Avenue NW, Suite 200 Washington, DC 20006 Miller, Thomas -- $253,968 353 23rd Street NW Cedar Rapids, IA 52405 Sherman, Robert -- $225,730 Sudheimer, Mary -- $202,453 Berg, Laverna -- $185,762 Harris, Judith -- $178,575 Hammers, Francis -- $173,854 POC Investments, LLC -- $173,827 Bethel Missionary Baptist -- $173,804 Lang, Rose Mary -- $157,900 Ernst, Dorothy -- $151,134 Ronald Flygare Trust -- $150,493 Gaikowsky, Pamela -- $146,559 Bielke, Richard -- $138,778 Lilley, Betty -- $126,162 Roiger, Lorraine -- $121,536 Christon, Christopher -- $116,634 Callen, Paulette -- $113,032 SEDONA DEVELOPMENT: Court Confirms Plan of Reorganization --------------------------------------------------------- Judge Eddward P. Ballinger of the U.S. Bankruptcy Court for the District of Arizona confirmed the Joint Plan of Reorganization proposed by Sedona Development Partners, LLC, and The Club at Seven Canyons, LLC, together with Specialty Mortgage Corp., as loan servicer. After the effective date of the Plan, all rights of the Debtors will be deemed transferred to the entity known as Villa Renaissance LLC. The Plan provides for the following: * All transfers of real property will be subject to existing real property tax claims. With respect to all real property transferred under the Plan, including all property and interests as to Parcel A to be transferred to the Reorganized Debtor, all tax obligations owed to Yavapai County, which are due and owing as of Dec. 31, 2013, will be paid within 10 days after the Effective Date. * Any claims resulting from rejection of leases modified by a stipulation with General Electric Capital Corporation and Colonial Pacific Leasing Corporation will be treated as an administrative claim. * Specialty will purchase the William Scotsman modular units currently used as the "Clubhouse" buildings for $66,000. Specialty will also purchase the Scotsman modular units currently used as the VOA Operations-Housekeeping UNits for $54,700. In full satisfaction of any claim of William Scotsman, the Debtor will pay $19,129. * $250,000 will be set aside to fund completion and refurbishment of the Villas Spa Units. A full-text copy of the Plan Confirmation Order dated April 23, 2013, is available for free at: http://bankrupt.com/misc/SEDONAplanord0423.pdf About Sedona Development Partners Sedona Development Partners owns an 18-hole golf course and related properties, including luxury villas, a practice park, range house, tennis courts and related facilities in Sedona, Arizona, known generally as Seven Canyons. The Club at Seven Canyons, LLC, operates the golf course and related facilities for SDP. SDP is the manager and sole member of the Club. Sedona Development Partners filed for Chapter 11 bankruptcy protection (Bankr. D. Ariz. Case No. 10-16711) on May 27, 2010. The Club at Seven Canyons filed a separate Chapter 11 petition (Bankr. D. Ariz. Case No. 10-16714). John J. Hebert, Esq., Philip R. Rudd, Esq., and Wesley D. Ray, Es., at Polsinelli Shughart PC, in Phoenix, Ariz., assist the Debtors in their restructuring efforts. Lender Specialty Trust is represented by Joseph E. Cotterman, Esq., and Nathan W. Blackburn, Esq., at Gallagher & Kennedy, P.A. Sedona disclosed $29,171,168 in assets and $121,679,994 in liabilities. Sedona Development Partners, LLC, and The Club at Seven Canyons, LLC, filed with the U.S. Bankruptcy Court for the District of Arizona on June 17, 2011, a second amended joint disclosure statement in support of their second amended joint pan of reorganization. The Debtors' disclosure statement was approved on June 28, 2011. A Sept. 4 hearing has been set to consider approval of the disclosure statements explaining the competing plans for debtors Sedona Development Partners, LLC, and The Club at Seven Canyons, LLC. One plan was filed by Specialty Mortgage and the second was filed by the Debtors. SEMINOLE HARD: Moody's Raises Corp. Family Rating to 'B1' --------------------------------------------------------- Moody's Investors Service raised Seminole Hard Rock Entertainment, Inc.'s Corporate Family Rating to B1 from B2. The company's Probability of Default rating was also raised, to B1-PD from B2- PD, along with the rating on its existing $525 million senior secured floating rate notes due 2014, to B1 from B2. At the same time, Moody's assigned a Ba1 rating to SHRE's proposed $240 million term loan B due 2020, and a B2 rating to its proposed $350 million senior unsecured notes due 2021. Proceeds from the proposed debt offerings will be used to refinance its existing $525 million senior secured floating rate notes, and to pre-fund $50 million for future investments and acquisitions. Moody's will withdraw the rating on SHRE's $525 million senior secured notes once the proposed refinancing closes. The rating outlook is stable. The upgrade of SHRE's Corporate Family Rating to B1 reflects the Seminole Tribe of Florida's recent upgrade to Baa3 from Ba1. SHRE is 100% wholly-owned by the Seminole Tribe. Despite the fact that SHRE's debt is structured on a non-recourse basis, and that there is no formal support agreement between the company and the Tribe, Moody's believes the Tribe has the motivation and financial resources to support SHRE if it ran into financial difficulties given the Hard Rock brand's strategic importance to the Tribe in terms of growth and diversification. The B2 rating on the proposed $350 million senior unsecured notes due 2021 reflects the fact that it will account for a majority of SHRE's pro forma debt capitalization. The Ba1 rating on the proposed $240 million term loan B considers the credit support it receives from the $350 million of senior unsecured notes below it in the pro forma capital structure. Ratings upgraded: Corporate Family Rating, to B1 from B2 Probability of Default Rating, to B1-PD from B2-PD $525 million senior secured floating rate notes due 2014, to B1 (LGD 4, 50%) from B2 (LGD 4, 50%) Ratings assigned to proposed debt offering: $240 million term loan B due 2020 at Ba1 (LGD 2, 14%) $350 million senior unsecured notes due 2021 at B2 (LGD 5, 70%) Ratings Rationale: SHRE's B1 Corporate Family Rating reflects the company's modest size in terms number of restaurants, 61 owned and 79 franchised cafes at the end of 2012, and earnings concentration. SHRE's reported consolidated EBITDA after corporate allocations for the 12-month period ended December 30, 2012 was about $94 million, a majority of which comes from a single segment -- company-owned cafes. These risks are compounded by what Moody's considers to be high leverage for a company of SHRE's size and asset profile. Moody's adjusted debt/EBITDA for the fiscal year ended December 30, 2012 was 5.7 times. Leverage is about a half turn higher at 6.1 times pro forma for the company's proposed refinancing of its $525 million senior secured notes. The ratings also consider the company's continued exposure to soft consumer spending trends on leisure and entertainment in Europe and North America which will likely continue to affect overall growth rates through 2013 and 2014 for SHRE and the casual dining segment overall. Positive rating consideration is given to SHRE's significant geographic diversification -- the company has a presence in over 50 countries - and the potential growth from fees coming from new branded casinos and hotels with the globally recognized Hard Rock name which Moody's expects will contribute to consolidated EBITDA growth going forward. Also considered is Moody's view that SHRE benefits from its ownership by its larger and higher rated sole owner, the Seminole Tribe of Florida (Baa3, stable). The stable rating outlook considers that despite the increase in gross leverage and decrease in interest coverage resulting from the proposed refinancing transaction, Moody's expects SHRE will continue to generate positive cash flow over the next two years after about $40 million of pro forma annual interest and about $25 million of annual maintenance capital expenditures. The stable rating outlook also incorporates the additional liquidity provided by the proposed transaction which will pre-fund $50 million of future capital expenditures and investments along with the significant extension of SHRE's debt maturity profile from the repayment of those notes due March 2014. The stable rating outlook also incorporates Moody's view that SHRE's revenue and earnings will continue to benefit from the Hard Rock brand and operating improvements that have occurred since the Tribe acquired it in 2007. Despite a difficult global operating environment for the restaurant business overall, SHRE has grown revenue and earnings each and every year since the acquisition. A higher rating would require the achievement and maintenance of debt/EBITDA at no higher than 5.0 times, along with maintenance of EBITA/interest at or above 2.0 and a continued high degree of comfort that the Tribe would provide financial support to SHRE if it ran into financial difficulties. Ratings could be lowered if the Tribe's ratings are lowered for any reason. Independent of any change in the Tribe's ratings, a negative rating action could occur if debt/EBITDA approaches 7.0 times and EBITA/interest drops below 1.2 times for any reason, and/or Moody's change its view regarding the Tribe's willingness to support SHRE if it ran into financial difficulties. The principal methodology used in this rating was the Global Gaming published in December 2009. Seminole Hard Rock Entertainment, Inc. is an owner-operator and franchisor of Hard Rock cafes, casinos and hotels throughout the world. The company is a wholly-owned subsidiary of the Seminole Tribe of Florida and generates annual revenues of approximately $640 million. SHRE is private and does not publicly disclose detailed financial information. SHAMROCK-HOSTMARK: Has Interim Access to Cash Until May 31 ---------------------------------------------------------- The U.S. Bankruptcy Court for the Northern District of Illinois authorized Shamrock-Hostmark Princeton Hotel LLC to continue using General Electric Capital Corporation's cash collateral until May 31, 2013. The Court has already entered six interim orders allowing the Debtor to use cash collateral. As adequate protection from any diminution in value of the lender's collateral, the Debtor will grant the lender replacement liens on owned or hereafter acquired property and assets. A further hearing is scheduled for May 8, 2013, at 2 p.m. G.E. Capital has a lien on substantially all of the Debtor's assets, including all cash generated by the operation of the DoubleTree by Hilton Hotel Princeton hotel located in Princeton, New Jersey. About Shamrock-Hostmark Schaumburg, Ill.-based Shamrock-Hostmark Princeton Hotel, LLC, filed for Chapter 11 protection (Bank. N.D. Ill. Case No. 12-25860) on June 27, 2012. William Gingrich signed the petition as vice president-CFO, of Hostmark Hospitality Group. Shamrock- Hostmark Princeton Hotel disclosed $522,413 in assets and $15,457,812 in liabilities as of the Chapter 11 filing. Judge Jacqueline P. Cox presides over the case. Shamrock-Hostmark Andover and four affiliates are units of investment fund Shamrock-Hostmark Hotel Fund that own hotels. Shamrock-Hostmark Princeton owns the DoubleTree by Hilton Hotel Princeton located in Princeton, New Jersey. Shamrock-Hostmark Texas owns Crowne Plaza Hotel in San Antonio, TX. Shamrock- Hostmark Palm owns Embassy Suites Palm Desert in Palm Desert, CA. Shamrock-Hostmark Andover owns the Wyndham Boston Andover in Andover, MA. Shamrock-Hostmark Tampa owns the DoubleTree by Hilton Hotel Tampa Airport - Westshore in Tampa, FL. The Debtors are represented by David M. Neff, Esq., at Perkins Coie LLP, in Chicago, Illinois. SHAMROCK-HOSTMARK: May 8 Hearing on Ch. 11 Trustee Appointment -------------------------------------------------------------- The U.S. Bankruptcy Court for the Northern District of Illinois continued until May 8, 2013, at 2 p.m., the hearing to consider secured lender General Electric Capital Corporation's motion to appoint a Chapter 11 trustee for Shamrock-Hostmark Princeton Hotel, LLC. In its motion for a Chapter 11 trustee to take over management of the Debtors, GECC said the Debtors had no reasonable prospect for confirming a plan without GECC's support. GECC recognized that the Debtors would be afforded some period of time to let The Plasencia Group, Inc. explore the market to see if a confirmable plan could be proposed. About Shamrock-Hostmark Schaumburg, Ill.-based Shamrock-Hostmark Princeton Hotel, LLC, filed for Chapter 11 protection (Bank. N.D. Ill. Case No. 12-25860) on June 27, 2012. William Gingrich signed the petition as vice president-CFO, of Hostmark Hospitality Group. Shamrock- Hostmark Princeton Hotel disclosed $522,413 in assets and $15,457,812 in liabilities as of the Chapter 11 filing. Judge Jacqueline P. Cox presides over the case. Shamrock-Hostmark Andover and four affiliates are units of investment fund Shamrock-Hostmark Hotel Fund that own hotels. Shamrock-Hostmark Princeton owns the DoubleTree by Hilton Hotel Princeton located in Princeton, New Jersey. Shamrock-Hostmark Texas owns Crowne Plaza Hotel in San Antonio, TX. Shamrock- Hostmark Palm owns Embassy Suites Palm Desert in Palm Desert, CA. Shamrock-Hostmark Andover owns the Wyndham Boston Andover in Andover, MA. Shamrock-Hostmark Tampa owns the DoubleTree by Hilton Hotel Tampa Airport - Westshore in Tampa, FL. The Debtors are represented by David M. Neff, Esq., at Perkins Coie LLP, in Chicago, Illinois. SHAMROCK-HOSTMARK: May 30 Hearing on Adequacy of Plan Outline ------------------------------------------------------------- The U.S. Bankruptcy Court for the Northern District of Illinois will convene a hearing on May 30, 2013, at 1 p.m., to consider adequacy of information in the Disclosure Statement explaining Shamrock-Hostmark Princeton Hotel, LLC's Chapter 11 Plan. According to the Disclosure Statement, the Debtors intend to emerge from bankruptcy by restructuring their debts and ownership through an equity commitment from the venture. The Debtors' interests and properties will vest 100 percent in the venture, which will be comprised of equity investor and the fund and which will repay lender's secured claims over seven years pursuant to modified loan terms. Payments to creditors will be funded from the equity contribution. A copy of the Disclosure Statement is available for free at http://bankrupt.com/misc/SHAMROCK-HOSTMARK_ds.pdf Claim Valuation The Bankruptcy Court will convene a hearing on May 30, 2013, and May 31, at 1 p.m., to consider motion to determine value of claim secured by a lien. The Debtor moved for the entry of an order determining the value of GECC's secured claim because determining the amount of lender's secured claim is critical to the Debtors because each of them is collectively liable for lender's loan to Debtor. About Shamrock-Hostmark Schaumburg, Ill.-based Shamrock-Hostmark Princeton Hotel, LLC, filed for Chapter 11 protection (Bank. N.D. Ill. Case No. 12-25860) on June 27, 2012. William Gingrich signed the petition as vice president-CFO, of Hostmark Hospitality Group. Shamrock- Hostmark Princeton Hotel disclosed $522,413 in assets and $15,457,812 in liabilities as of the Chapter 11 filing. Judge Jacqueline P. Cox presides over the case. Shamrock-Hostmark Andover and four affiliates are units of investment fund Shamrock-Hostmark Hotel Fund that own hotels. Shamrock-Hostmark Princeton owns the DoubleTree by Hilton Hotel Princeton located in Princeton, New Jersey. Shamrock-Hostmark Texas owns Crowne Plaza Hotel in San Antonio, TX. Shamrock- Hostmark Palm owns Embassy Suites Palm Desert in Palm Desert, CA. Shamrock-Hostmark Andover owns the Wyndham Boston Andover in Andover, MA. Shamrock-Hostmark Tampa owns the DoubleTree by Hilton Hotel Tampa Airport - Westshore in Tampa, FL. The Debtors are represented by David M. Neff, Esq., at Perkins Coie LLP, in Chicago, Illinois. SNOKIST GROWERS: Unsecureds to Receive 20% Initial Distribution --------------------------------------------------------------- According to the disclosure statement explaining Snokist Growers' Chapter 11 Plan dated 18, 2013, the Debtor has a plan that involves liquidating its remaining assets and distributing funds to the Debtor's creditors in accordance with the priorities established by the Bankruptcy Code. The Debtor previously sold the substantial majority of its assets to Del Monte/PCP. According to the Disclosure Statement, Class 1 (Administrative Claims - Lease Rejection Claims), Class 2 (Administrative Claims ? Professionals), Class 3 (Administrative Claims - U.S. Trustee Fees), Class 4 (Priority Wage Claims) and Class 5 (Secured Claims) will receive payment of one hundred percent (100%) of their allowed claims if the Debtor's Plan is confirmed. Unsecured claims in Class 6 will receive a pro-rata distribution based upon the amount their claim bears to the total claims in Class 6. Based upon the information now available, the Debtor believes the Initial Distribution to Class 6 claimants will be approximately twenty percent (20%). No distribution will be made to creditors holding Class 7 Equity Claims Under the Plan, the Debtor will retain Jim Davis, the Debtor's former President, as the Plan Administrative Agent. The Plan Administrative Agent will be paid on an hourly basis, at the rate of $125. A copy of the Disclosure Statement is available at: http://bankrupt.com/misc/snokist.doc1063.pdf About Snokist Growers Headquartered in Terrace Heights, in Yakima, Washington, Snokist Growers is a non-profit cooperative association organized under the laws of the State of Washington. Snokist is governed by a Board of Directors who are elected by Snokist's members. Snokist focuses on the cannery business under which it purchases fresh fruit from both member and non-member growers and processes that fruit into a variety of different products, including applesauce and canned pears. Snokist did not purchase or take delivery of any fruit in 2012 and 2013. Snokist Growers filed for Chapter 11 bankruptcy (Bankr. E.D. Wash. Case No. 11-05868) on Dec. 7, 2011, with plans to liquidate after sales couldn't recover from allegations that it violated food- safety rules. Judge Frank L. Kurtz presides over the case. Lawyers at Bailey & Busey LLC serve as the Debtor's counsel. In its petition, the Debtor scheduled $69,567,846 in assets and $73,392,906 in liabilities. The petition was signed by Jim Davis, president. Robert D. Miller Jr., the United States Trustee for Region 14, appointed three unsecured creditors to serve on the Official Committee of Unsecured Creditors of Snokist Growers. The Committee is represented by Metiner G. Kimel, Esq., at Kimel Law Offices. SPIN HOLDCO: S&P Assigns 'B' CCR & Rates $845MM Facilities 'B+' --------------------------------------------------------------- Standard & Poor's Ratings Services assigned its 'B' corporate credit rating to Spin Holdco Inc. (doing business as CSC ServiceWorks). The outlook is stable. At the same time, S&P assigned its 'B+' issue-level rating to the company's proposed $845 million first-lien credit facilities. The recovery rating on the proposed facilities is '2', indicating S&P's belief that lenders could expect substantial (70% to 90%) recovery in the event of a payment default or bankruptcy. The ratings are based on the proposed terms and are subject to review upon receipt of final documentation. Total debt pro forma for the proposed transaction is about $1.1 billion. The ratings on Spin Holdco reflect S&P's assessment that the proposed transactions result in a more sustainable, albeit still "highly leveraged," financial risk profile, including pro forma leverage in the high-5x area, and S&P's forecast for adequate liquidity. It also reflects S&P's view that its new private equity financial sponsor will maintain a very aggressive financial policy based on Spin Holdco's pro forma capital structure and potential for moderate bolt-on acquisition activity. The ratings also incorporate S&P's view that Spin Holdco Inc. will maintain a "weak" business risk profile, reflecting the high capital expenditure requirements inherent in the outsourced laundry equipment services business; an end-user customer base that S&P believes is susceptible to high inflation and unemployment; and a pay air vending business that could see demand weaken if fuel costs escalate, thereby reducing driving levels that have been about flat since 2008. The business risk assessment also recognizes the company's solid market share in the niche outsourced laundry equipment services industry, the long- term nature of the majority of its contracts, good customer and geographic diversification, and potential acquisition synergies. S&P expects the laundry industry to continue to consolidate. "We expect Spin Holdco Inc. to maintain adequate liquidity and improve its credit ratios moderately over the next year," said Standard & Poor's credit analyst Jerry Phelan. "This includes reducing leverage to below 5.5x through a combination of mid- to high-single-digit EBITDA growth and debt repayment." STEREOTAXIS INC: Martin Stammer Named Chief Financial Officer ------------------------------------------------------------- The Board of Directors of Stereotaxis, Inc., named Martin C. Stammer the Chief Financial Officer of the Company. Mr. Stammer had been serving as the Company's interim Chief Financial Officer, and assumed the duties of principal financial officer and principal accounting officer of the Company as of Feb. 28, 2013. Meanwhile, Stereotaxis entered into retention agreements with Frank Cheng, Karen Duros, David Giffin and Martin Stammer in order to provide incentives to the Executives, and align the interests of the Executives with those of the Company and its stockholders. If the Executive is continuously employed by the Company through March 31, 2014, the Executive will receive a cash, lump sum payment of 50% of his or her base salary and up to an additional 50% of base salary if the Executive has achieved one or more of the performance objectives to be established by the interim Chief Executive Officer. The agreements also provide for payment of certain portions of the retention payments if the Executive is terminated under certain circumstances described in the agreements. About Stereotaxis Based in St. Louis, Mo., Stereotaxis, Inc., designs, manufactures and markets the Epoch Solution, which is an advanced remote robotic navigation system for use in a hospital's interventional surgical suite, or "interventional lab", that the Company believes revolutionizes the treatment of arrhythmias and coronary artery disease by enabling enhanced safety, efficiency and efficacy for catheter-based, or interventional, procedures. For the year ended Dec. 31, 2011, Ernst & Young LLP, in St. Louis, Missouri, expressed substantial doubt about Stereotaxis' ability to continue as a going concern. The independent auditors noted that the Company has incurred recurring operating losses and has a working capital deficiency. The Company incurred a net loss of $9.23 million in 2012, as compared with a net loss of $32.03 million in 2011. The Company's balance sheet at Dec. 31, 2012, showed $32.16 million in total assets, $50.95 million in total liabilities and a $18.79 million total stockholders' deficit. STOCKTON, CA: U.S. Trustee Appoints Retirees' Committee ------------------------------------------------------- August B. Landis, Acting U.S. Trustee for Region 17, notified the U.S. Bankruptcy Court for the Eastern District of California, Sacramento Division, that a 13-member official committee of retires has been appointed in the Chapter 9 case of the City of Stockton. The Committee members are: 1. Dwane Milnes Email: dwane.milnes@sbcglobal.net 2. Robert Sivell Email: sivellfarms@msn.com 3. L. Patrick Samsell Email: psamsell@comcast.net 4. Mark Anderson Email: andrsnz@aol.com 5. Larry Long Email: llong0858@sbcglobal.net 6. Mary Morley Email: m5122@sbcglobal.net 7. Cynthia Neely Email: love2gallivant@yahoo.com 8. Morris Allen Email: mlaciveng@comcast.net 9. Rick Butterworth Email: rbutterworth52@hotmail.com 10. Anthony Delgado Email: bmradct@yahoo.com 11. Shelley Green Email: shelly2500@sbcglobal.net 12. Gary Ingraham Email: gcingraham@comcast.net 13. Frank Johnston Email: frank.johnston@gmail.com About Stockton, Calif. The City of Stockton, California, filed a Chapter 9 petition (Bankr. E.D. Cal. Case No. 12-32118) in Sacramento on June 28, 2012, becoming the largest city to seek creditor protection in U.S. history. The city was forced to file for bankruptcy after talks with bondholders and labor unions failed. Stockton estimated more than $1 billion in assets and in excess of $500 million in liabilities. The city, with a population of about 300,000, identified the California Public Employees Retirement System as the largest unsecured creditor with a claim of $147.5 million for unfunded pension costs. In second place is Wells Fargo Bank NA as trustee for $124.3 million in pension obligation bonds. The list of largest creditors includes $119.2 million owing on four other series of bonds. The city is being represented by Marc A. Levinson, Esq., and John W. Killeen, Esq., at Orrick, Herrington & Sutcliffe LLP. The petition was signed by Robert Deis, city manager. Mr. Levinson also represented the city of Vallejo, Cal. in its 2008 bankruptcy. Vallejo filed for protection under Chapter 9 (Bankr. E.D. Cal. Case No. 08-26813) on May 23, 2008, estimating $500 million to $1 billion in assets and $100 million to $500 million in debts in its petition. In August 2011, Vallejo was given green light to exit the municipal reorganization. The Vallejo Chapter 9 plan restructures $50 million of publicly held debt secured by leases on public buildings. Although the Plan doesn't affect pensions, it adjusts the claims and benefits of current and former city employees. Bankruptcy Judge Michael McManus released Vallejo from bankruptcy on Nov. 1, 2011. The bankruptcy judge on April 1, 2013, ruled that the city of Stockton is eligible for municipal bankruptcy in Chapter 9. STRATA TITLE: Buyout of Santerra Stake Subject to Automatic Stay ---------------------------------------------------------------- Bankruptcy Judge Daniel P. Collins last week ruled on the interpretation and enforceability of the operating agreement for Santerra Apartments, LLC. Debtor Strata Title LLC holds a 45% interest in Santerra. The rest is owned by non-debtors SAM REI, LLC (45%); and SAM III, LLC (10%). The stated purpose of Santerra is to acquire, own, and operate a 128 unit apartment complex located at 3434 E. McDowell Road, Phoenix, Arizona. The Property is the sole asset of Santerra. There is a $2,540,000 loan on the Property, which matures in June 2013. Santerra is a manager managed limited liability company. John Lupypciw serves as Santerra's manager. Certain actions of Santerra require the approval of a "Super Majority in Interest" under Section 5.44 of the Operating Agreement, including borrowing money or selling substantially all of Santerra's property. Further, the removal and replacement of Santerra's manager requires a determination that removal is warranted by a super majority under Section 5.75 and 5.86 of the Operating Agreement. Additionally, Section 7.67 and Exhibit B in the agreement, when read together, purport to give Santerra's members the ability to buyout the interest of another member if that member or interest holder files bankruptcy. Strata Title, LLC, filed for Chapter 11 bankruptcy (Bankr. D. Ariz. Case No. 12-24242) on Nov. 6, 2012. The Debtor listed a 45% interest in Santerra and a 75% interest in Studio City Lofts, LLC on Schedule B of its bankruptcy schedules. On its original Schedule G the Debtor did not list any executory contracts. On Feb. 12, 2013, the SAM Parties -- SAM REI and SAM III -- sent a letter to the Debtor's counsel indicating: -- The filing of the Debtor's bankruptcy was an event of withdrawal under the Operating Agreement; -- The SAM Parties are not currently exercising the right to remove Mr. Lupypciw as Santerra's manager, but reserved the right to do so; -- The SAM Parties were giving notice of their intention to exercise the Purchase Option; and -- There was a current letter of intent [presumably for the purchase of the Property] for $4,375,000. The Debtor quickly replied to the letter demanding withdrawal of the notice exercising the Purchase Option as a violation of the stay. According to the Debtor, the SAM Parties did not cure the alleged stay violation, but instead insisted on the ability to proceed with the Purchase Option. On Feb. 18, 2013, the SAM Parties filed a motion seeking the Court's order declaring that the Operating Agreement is not an executory contract, that the Purchase Option is enforceable, and that the exercise of the Purchase Option is not stayed under Sec. 362. Alternatively, the SAM Parties requested stay relief to pursue the Purchase Option and requested a Court order requiring the Debtor to assume or reject the Operating Agreement. On Feb. 21, 2013, the Debtor filed an amended Schedule G listing the Operating Agreement as one of Debtor's executory contracts. On Feb. 25, the Debtor filed a complaint (13-ap-00221) against the SAM Parties and their counsel alleging violations of the stay. On March 6, 2013, the Debtor filed its motion in the Adversary Proceeding seeking a temporary restraining order and preliminary injunction. On April 23, 2013, the SAM Parties notified the Court that, on April 8, the buyer cancelled its offer. At no time during this chapter 11 case has the Debtor filed a motion under 11 U.S.C. Sec. 363 seeking the Court's approval of a sale of the Debtor's interest in Santerra or a filed a notice that Mr. Lupypciw was selling Santerra's apartment complex. In an April 25, 2013 Order available at http://is.gd/LCpIGyfrom Leagle.com, Judge Colllins ruled that: -- the operating agreement of Santerra is an executory contract, -- a purchase option within the Operating Agreement was triggered by an unenforceable ipso facto clause, and -- Strata Title's membership interests in Santerra cannot be forcibly purchased absent a Court order lifting the automatic stay, which relief is not presently warranted. The Court, however, directs the Debtor to file its disclosure statement and plan of reorganization no later than June 3, 2013. That plan shall contain, among other things, provisions calling for the assumption or rejection of its executory contracts effective as of June 3, 2013. Tempe, Arizona-based Strata Title, LLC, filed for Chapter 11 bankruptcy (Bankr. D. Ariz. Case No. 12-24242) on Nov. 6, 2012. Ronald J. Ellett, Esq. -- rjellett@ellettlaw.phxcoxmail.com -- at Ellett Law Offices, P.C., serves as the Debtor's counsel. In its petition, the Debtor estimated $1 million to $10 million in both assets and debts. A list of the two largest unsecured creditors is available for free at http://bankrupt.com/misc/azb12-24242.pdf The petition was signed by John Lupypciw, managing member. STRATUS MEDIA: Amends Annual and Quarterly Reports -------------------------------------------------- Stratus Media Group, Inc., has amended its annual report on Form 10-K for the year ended Dec. 31, 2012, which was originally filed with the Securities and Exchange Commission on April 16, 2013. The purposes of the Amendment were to furnish the Interactive Data files as Exhibit 101 and to correct a number of typographical errors and internal inconsistencies. Revenues, net loss, net loss per share, total assets, total liabilities, total equity are unchanged from the Form 10-K, but the presentation of basic and diluted net loss per share has been changed to include the diluted number of shares outstanding and related disclosure has been added. A copy of the Amended Form 10-K is available for free at: http://is.gd/0E5sDb On April 16, 2013, the Company's Chief Financial Officer concluded that the following financial statements of the Company cannot be relied on for the reasons set forth below: * for the year ended Dec. 31, 2011, included in the Company's Form 10-K that was filed on May 21, 2012; * for the period ended March 31, 2012, included in the Company's Form 10-Q that was filed on May 21, 2012; * for the period ended June 30, 2012, included in the Company's Form 10-Q and Form 10-Q/A that were filed on Aug. 17, 2012, and and Sept. 7, 2012, respectively; and * for the period ended Sept. 30, 2012, included in the Company's Form 10-Q that was filed on Nov. 19, 2012. On May 24, 2011, the Company entered into a Securities Purchase Agreement with eight investors pursuant to which the Company sold 8,700 shares of a new series of convertible preferred stock designated as Series E Convertible Preferred Stock, the terms of which are set forth in the Certificate of Designations of Series E Preferred Stock, for $1,000 per share, or $8,700,000 in the aggregate. In October 2012, the Company sold 1,000 shares of Series E for $1,000,000. The Original Series E and New Series E together are referred to herein as "Series E." As part of the financings related to the Series E, the Company issued warrants to purchase shares of the Company's Common Stock. These Series E and the Warrants contain "full ratchet-down" liquidity protection that provides that if the Company issues securities for less than the existing conversion price for the Series E or the exercise price of the Warrants, then the conversion price for Series E Preferred Stock will be lowered to that lower price. Also, the exercise price for the Warrants will be decreased to that lower price and the number of shares issuable pursuant to the exercise of the Warrants will be increased such that the product of the original exercise price times the original quantity equals the lower exercise price times the higher quantity. In preparing the financial statements for 2012, the Company has determined that the Warrants included certain embedded derivative features as set forth in ASC 815, "Derivatives and Hedging," and that the conversion feature of the Series E was not an embedded derivative because this feature was clearly and closely related to the host (Series E) as defined in ASC 815. These derivative liabilities were initially recorded at their estimated fair value on the date of issuance and are subsequently adjusted each quarter to reflect the estimated fair value at the end of each period, with any decrease or increase in the estimated fair value of the derivative liability for each period being recorded as other income or expense. Since the value of the embedded derivative feature for the Warrants was higher than the value of both Series E transactions, there was no beneficial conversion feature recorded for either transaction, and the excess of the value of the embedded derivative feature over the value of the transaction was recorded in each year on the Statement of Operations as a separate line item for each year presented. As the result of this determination, the Company had incorrectly accounted for the derivative liabilities embedded in the Series E and the Warrants issued in the year 2011. The consolidated balance sheet as of Dec. 31, 2011, and the related consolidated statements of operations for the year then ended were restated to reflect the correct treatment. A copy of the Form 8-K disclosure is available at: http://is.gd/K5mvXh About Stratus Media Santa Barbara, Calif.-based Stratus Media Group, Inc., is an owner, operator and marketer of live sports and entertainment events. Subject to the availability of capital, the Company intends to aggregate a large number of complementary live sports and entertainment events across North America and internationally. Stratus Media disclosed a net loss of $6.84 million on $374,542 of total revenues for the year ended Dec. 31, 2012, as compared with a net loss of $23.63 million on $570,476 of total revenues for the year ended Dec. 31, 2011. The Company's balance sheet at Dec. 31, 2012, showed $2.44 million in total assets, $20.85 million in total liabilities, all current, and a $18.40 million total shareholders' deficit. Goldman Kurland and Mohidin LLP, in Encino, California, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2012. The independent auditors noted that Stratus Media has suffered recurring losses and has negative cash flow from operations which conditions raise substantial doubt as to the ability of the Company to continue as a going concern. STRIKE MINERALS: Enters Into Forbearance & Standstill Agreement --------------------------------------------------------------- Strike Minerals Inc. on April 30 disclosed that it has entered into a Forbearance Agreement with Waterton Global Value (Luxembourg) S.A.R.L., under which Waterton has agreed to forbear from exercising its rights and remedies under the Senior Secured Gold Stream Credit Agreement dated February 21, 2012, as amended by a letter agreement dated February 21, 2013, security that Strike has provided in favor of Waterton to secure the Company's obligations arising under the Credit Agreement, the PPSA and other applicable law, until the earlier of (i) May 22, 2013; and (ii) the occurrence of an Intervening Event. The full amount of the Facility was $3.5 million. As of close of business on April 4, 2013, the outstanding indebtedness was approximately $2.9 million plus accrued interest, costs and fees. Pursuant to the terms of the Forbearance Agreement, Strike is obliged to seek an offer of financing from a third party lender, pursuant to which a new lender shall advance sufficient funds to the Company on or before the expiration of the Forbearance Period to permanently repay or cancel the Facility. The Forbearance Agreement shall terminate upon the happening of any of a number of intervening events, which includes the failure of Strike to deliver a binding commitment letter (subject to usual due diligence conditions), setting out the terms of the Refinancing by April 22, 2013. Strike has not yet delivered such commitment letter. Despite the occurrence of this Intervening Event, Waterton has not, to date, exercised its rights under the Forbearance Agreement (while reserving all of its rights to do so) and continues to work closely with Strike in its effort to secure financing and complete the Refinancing. The Company is currently engaged in negotiations with prospective investors and lenders in order to secure the Refinancing and to come to a settlement of this matter. In addition and in connection with execution of the Forbearance Agreement, Strike has entered into a standstill agreement with Waterton and 161229 Canada Inc. carrying on business as Whelan Mining Contractors. Pursuant to the Standstill Agreement, Whelan has agreed not to take any action against the Company, Waterton or any other party in respect of the Services, including all claims and allegations Whelan has raised in the Lien Action (see press release dated March 28, 2013). Unless otherwise agreed upon by the parties in writing, the termination date of the Standstill Agreement will be the earlier of: (a) May 22, 2013; or (b) the automatic termination of the Standstill Period if the Company (i) takes any action or commences any proceeding or any action or proceeding is taken or commenced by another person or persons against the Company, relating to the reorganization, readjustment, compromise, enforcement or settlement of the debts owed by Strike to its creditors, including, without limitation, the filing of a Notice of Intention to Make a Proposal under the Bankruptcy and Insolvency Act, the making of an order under the Companies' Creditors Arrangement Act, the filing of an application for a bankruptcy order or receivership order against the Company pursuant to the provisions of the BIA, or the commencement of any similar action or proceeding, (ii) Waterton takes any actions against the Company pursuant to the Credit Agreement or otherwise, or (c) Strike informs Waterton and Whelan that the Refinancing is not proceeding. About Strike Headquartered in Toronto, Ontario, Strike Minerals is a TSX-V listed company that is engaged in the exploration and development of precious metal properties in Canada. Its primary property is the former producing Edwards Gold Mine property in the Goudreau - Lochalsh Gold Camp near Wawa, Ontario. SUPERCOM LTD: Reports $4.8 Million Net Income in 2012 ----------------------------------------------------- Supercom Ltd. filed with the U.S. Securities and Exchange Commission its annual report on Form 20-F disclosing net income of US$4.81 million on US$8.94 million of revenue for the year ended Dec. 31, 2012, as compared with net income of US$1.02 million on US$7.92 million of revenue during the prior year. The Company's balance sheet at Dec. 31, 2012, showed US$3.74 million in total assets, US$3.03 million in total liabilities and US$711,000 in total shareholders' equity. Brightman Almagor Zohar & Co. did not issue a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2012. In the auditors report accompanying the consolidated financial statements for the year ended Dec. 31, 2011, Fahn Kanne & Co. Grant Thornton Israel expressed substantial doubt about Vuance Ltd's ability to continue as a going concern. The independent auditors noted that the Company has incurred substantial recurring losses and negative cash flows from operations and, as of Dec. 31, 2011, the Company had a working capital deficit and total shareholders' deficit. A copy of the Form 20-F is available for free at: http://is.gd/2S7Py9 About SuperCom Herzliya, Israel-based SuperCom Ltd., formerly Vuance Ltd. (Vuance) is a radio frequency identification (RFID) management solution provider. SuperCom's PureRFid Suite contains an active tag with a microchip equipped transmitter and identifies, locate, track, monitor, count and protect people and objects, including inventory and vehicles. * * * This concludes the Troubled Company Reporter's coverage of SuperCom until facts and circumstances, if any, emerge that demonstrate financial or operational strain or difficulty at a level sufficient to warrant renewed coverage. SUPERMEDIA INC: Completes Dex One Merger, Exits Chapter 11 ---------------------------------------------------------- Dex One Corporation and SuperMedia Inc. on April 30 announced the completion of their merger, creating Dex Media, Inc. -- one of the largest national providers of social, local and mobile marketing solutions through direct relationships with local businesses. The common stock of Dex Media will begin trading May 1, 2013 on the NASDAQ stock exchange under the symbol: DXM. Completion of the merger occurred simultaneously with each company's emergence from Chapter 11 bankruptcy protection on April 30. Each of Dex One Corporation's and SuperMedia Inc.'s "pre-packaged" Plans of Reorganization became effective following confirmation of the plans by the United States Bankruptcy Court for the District of Delaware on April 29, 2013. "Dex Media is positioned to help businesses across the country grow, with over 2,700 marketing consultants already advising approximately 665,000 local businesses across social, local and mobile media," said Peter McDonald, president and CEO of Dex Media. "We intend to seize the opportunity to create additional value for existing and new clients, employees and investors. I want to recognize the outstanding performance of Dex One and SuperMedia employees over the past few years to transform the companies and make the merger and creation of Dex Media possible." "This combination establishes Dex Media as a powerful marketing services company with digital revenue approaching $500 million and a near national footprint," said Alan Schultz, chairman of the board of directors of Dex Media. "The company plans to leverage its strong free cash flow generation, expense synergies and tax assets to build on its offline foundation to offer effective marketing solutions and reduce debt." Dex Media estimates it will realize approximately $150-$175 million of annual run rate cost synergies by 2015, and expects to preserve access to Dex One's remaining tax attributes and generate future attributes, in aggregate totaling as much as $1.8 billion, to offset income attributable to the combined company following the completion of the transaction. Under the terms of the agreement, legacy Dex One shareholders received 0.20 shares for each Dex One share they owned, and legacy SuperMedia shareholders received 0.4386 shares for each SuperMedia share they owned. Dex One shareholders now own approximately 60 percent and SuperMedia shareholders now own approximately 40 percent of Dex Media's newly issued common stock. While the corporate entity will be called Dex Media, the Dex One and SuperMedia brands, client-facing operations and communications will continue under the Dex One and SuperMedia brand names. Dex Media headquarters are in Dallas. Dex Media Investor Call - Tuesday, May 7 Dex Media welcomes investors, media and other interested parties to join McDonald and Samuel D. Jones, executive vice president, chief financial officer and treasurer of Dex Media, in a discussion via a webcast and teleconference on Tuesday, May 7, beginning at 10 a.m. (EDT). Individuals within the United States can access the call by dialing 888/603-6873. International participants should dial 973/582-2706. The pass code for the call is: 46200966. In order to ensure a prompt start time, please dial into the call by 9:50 a.m. (EDT). A replay of the teleconference will be available at 800/585-8367. International callers can access the replay by calling 404/537-3406. The replay pass code is: 46200966. The replay will be available through May 21, 2013. In addition, a live Web cast will be available on Dex Media's Web site in the Investor Relations section at www.DexMedia.com. About SuperMedia Headquartered in D/FW Airport, Texas, SuperMedia Inc., formerly known as Idearc, Inc., is a yellow pages directory publisher in the United States. Its portfolio includes the Superpages directories, Superpages.com, digital local search resource on both desktop and mobile devices, the Superpages.com network, which is a digital syndication network, and its Superpages direct mailers. SuperMedia is the official publisher of Verizon, FairPoint and Frontier print directories in the markets in which these companies are the incumbent local telephone exchange carriers. Idearc was spun off from Verizon Communications, Inc., in 2006. At Dec. 31, 2012, SuperMedia had approximately 3,200 employees, of which approximately 950 or 30% were represented by unions. SuperMedia and three affiliates sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 13-10545) on March 18, 2013, to effectuate a merger of equals with Dex One Corp. SuperMedia disclosed total assets of $1.4 billion and total debt of $1.9 billion. Morgan Stanley & Co. LLC is acting as financial advisors to SuperMedia, and Cleary Gottlieb Steen & Hamilton LLP and Young Conaway Stargatt & Taylor, LLP are acting as its legal counsel. Fulbright & Jaworski L.L.P is special counsel. Chilmark Partners Is acting as financial advisor to SuperMedia's board of directors. Epiq Systems serves as claims agent. This is also SuperMedia's second stint in Chapter 11. Idearc and its affiliates filed for Chapter 11 protection (Bankr. N.D. Tex. Lead Case No. 09-31828) in March 2009 and emerged from bankruptcy in December 2009, reducing debt from more than $9 billion to $2.75 billion. SURGICAL CARE: Moody's Rates Proposed $291MM Debt Add-On 'B1' ------------------------------------------------------------- Moody's Investors Service assigned a B1 rating to Surgical Care Affiliates, LLC's proposed $291 million senior secured term loan B add-on due 2018 (the add-on will be funded in two separate tranches; $126 million term loan B and a $165 million delayed drawn term loan B, expected to be issued on June 14, 2013). In addition, Moody's lowered the ratings on its exiting senior secured credit facilities to B1 from Ba3. Furthermore, the Corporate Family Rating at B2, the Probability of Default Rating at B2-PD and the Speculative Grade Liquidity Rating at SGL-2 have been affirmed. The outlook is stable. The proceeds will be used to refinance SCA's existing $119 million term loan B due 2014 and repay the $165 million senior PIK toggle notes due 2015. The ratings on the senior secured credit facilities were lowered to B1 from Ba3 due to the greater amount of senior secured debt within the capital structure, which is in accordance with Moody's Loss Given Default (LGD) Methodology. Following is a summary of Moody's rating actions for Surgical Care Affiliates, LLC: Ratings assigned: $126 million senior secured term loan B due 2018 at B1 (LGD 3, 39%) $165 million senior secured term loan B due 2018 at B1 (LGD 3, 39%) Ratings lowered: $22 million senior secured revolver expiring 2013 at B1 (LGD 3, 39%) from Ba3 (LGD 3, 31%) $132 million senior secured revolver expiring 2016 at B1 (LGD 3, 39%) from Ba3 (LGD 3, 31%) $217 million senior secured term loan B due 2017 at B1 (LGD 3, 39%) from Ba3 (LGD 3, 31%) $99 million senior secured term loan B due 2018 at B1 (LGD 3, 39%) from Ba3 (LGD 3, 31%) Ratings affirmed: Corporate Family Rating at B2 Probability of Default Rating at B2-PD $150 million senior subordinated notes due 2017 at Caa1 (LGD 6, 92%) Speculative Grade Liquidity Rating at SGL-2 Ratings to be withdrawn at closing: $120 million senior secured term loan A due 2014 at Ba3 (LGD 3, 31%) $164 million PIK toggle notes due 2015 at B3 (LGD 5, 77%) Ratings Rationale: SCA's B2 Corporate Family Rating reflects the company's high leverage, limited interest coverage and modest free cash flow. While Moody's expects acquisitions to contribute to the company's growth trajectory, they are likely to limit significant de- leveraging in the near term. Although patient volumes have begun to show improvement, it remains too early to determine if the reversal is sustainable given the weak economic environment. The rating also reflects favorable industry fundamentals over the long-term. Moody's expects insurance payers, including Medicare, to continue driving patients to less expensive providers, such as ASCs. The rating also considers the company's strong market position, improving case mix, and good liquidity. The stable rating outlook reflects Moody's expectation that the company will continue to enter into joint-ventures with physician groups, which should drive patient volumes and top line growth; however, it will also constrain the majority of available free cash flow. The stable outlook also encompasses Moody's expectation that the company will delever to about 6.0 times by the end of fiscal 2013. Moody's could downgrade the rating should the company take on additional debt to fund an acquisition or if debt to EBITDA is expected to be sustained above 7.0 times. Additionally, Moody's could downgrade the ratings if it anticipates that the company will have negative free cash flow coverage of debt for a sustained period of time. Moody's does not expect to upgrade the ratings in the near-term, given the company's high leverage. However, Moody's could change the outlook to positive if SCA can decrease financial leverage through a combination of debt repayment or an increase in operating profits resulting from margin expansion and volume growth. Moody's would consider an upgrade to the rating if the company can sustain free cash flow to debt above 5% and demonstrate a sustained ability to maintain debt in the 5 times range. The principal methodology used in rating Surgical Care was the Global Healthcare Service Providers Industry Methodology published in December 2011. Other methodologies used include Loss Given Default for Speculative-Grade Non-Financial Companies in the U.S., Canada and EMEA published in June 2009. Surgical Care Affiliates is headquartered in Birmingham, Alabama, operates one of the largest networks of surgical facilities in the US, comprised of 144 ambulatory surgery centers and four surgical hospitals at December 31, 2012. SCA is owned by TPG Partners V, L.P., management and other investors. SYNAGRO TECHNOLOGIES: Proposes $2.1-Mil. Senior Executive Bonuses ----------------------------------------------------------------- Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that Synagro Technologies Inc. is proposing two bonus programs for executives that could cost as much as $2.64 million. Incentive bonuses for seven top executives are designed to encourage their efforts to maximize the company's sale price. If the sale brings a valuation of $412 million, the top managers will share $850,000. If the sale valuation is $442 million, they carve up $1.48 million. The top bonuses of $2.1 million are earned for a $512 million sale valuation. Twenty-two other executives and managers will earn between $10,000 and $50,000 each for remaining on the job. The total cost of the retention bonuses would be $540,000. There will be a May 13 hearing in U.S. Bankruptcy Court in Delaware for approval of the bonuses. About Synagro Technologies Synagro Technologies, Inc., based in Houston, Texas, is the recycler of bio-solids and other organic residuals in the U.S. and is one of the largest national companies focused exclusivity on biosolids recycling, which has a market size of $2 billion. The Company was formed in 1986, under the name RPM Marketing, Inc. Synagro's corporate headquarters is currently located in Houston, Texas but is in the process of being transferred to White Marsh, Maryland. The Company also has offices in Lansdale, Pennsylvania, Rayne, Louisiana, and Watertown, Connecticut. Synagro Technologies and 29 affiliates sought Chapter 11 protection (Bankr. D. Del. Case no. 13-11041) on April 24, 2013. Synagro is being advised by the law firm of Skadden Arps Slate Meagher & Flom, along with financial adviser AlixPartners and investment bankers Evercore Partners. Kurtzman Carson & Consultants serves as notice and claims agent. Synagro was owned by The Carlyle Group at the time of the bankruptcy filing. The Debtor has a deal to sell the assets to private-equity investor EQT Partners AB for $455 million, absent higher and better offers in a bankruptcy court-sanctioned auction. SYNAGRO TECHNOLOGIES: Sets May 13 Bid Procedures Hearing -------------------------------------------------------- Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that the U.S. Bankruptcy Court in Delaware scheduled a hearing on May 13 to settle on auction and sale procedures for Synagro Technologies Inc. The Carlyle Group's Synagro Technologies proposed sale procedures where EQT Infrastructure II Limited Partnership will open the auction with a $455 million offer. As reported in the April 26, 2013 edition of the TCR, the salient terms of the deal with EQT are: * EQT will purchase the assets for $455 million, subject to adjustments. * EQT will provide a deposit of $23 million. * EQT will receive a break-up fee of $13.8 million (3% of the purchase price) and expense reimbursement of up to $4.5 million in the event it is outbid at the auction. * All avoidance actions are excluded from the assets sold to EQT. The sale to EQT will be subject to higher and better offers. The Debtors propose this timeline: i. Potential bidders must submit confidentiality agreements and letters of indication to sign a sale agreement not later than May 20, 2013. ii. Initial bids must be at least $20 million higher than EQT's stalking horse offer and must be submitted by June 3, 2013 in order to participate in the auction. iii. If qualified bids are received, an auction will be conducted June 10, 2013, at 10:00 a.m. iv. If there is no auction, a hearing to consider approval of the sale to EQT will be held on June 10, and if an auction is conducted, the sale hearing will take place June 20. Objections are due a week before the sale hearing. About Synagro Technologies Synagro Technologies, Inc., based in Houston, Texas, is the recycler of bio-solids and other organic residuals in the U.S. and is one of the largest national companies focused exclusivity on biosolids recycling, which has a market size of $2 billion. The Company was formed in 1986, under the name RPM Marketing, Inc. Synagro's corporate headquarters is currently located in Houston, Texas but is in the process of being transferred to White Marsh, Maryland. The Company also has offices in Lansdale, Pennsylvania, Rayne, Louisiana, and Watertown, Connecticut. Synagro Technologies and 29 affiliates sought Chapter 11 protection (Bankr. D. Del. Case no. 13-11041) on April 24, 2013. Synagro is being advised by the law firm of Skadden Arps Slate Meagher & Flom, along with financial adviser AlixPartners and investment bankers Evercore Partners. Kurtzman Carson & Consultants serves as notice and claims agent. Synagro was owned by The Carlyle Group at the time of the bankruptcy filing. SYNAGRO TECHNOLOGIES: S&P Reinstates 'CCC-' Rating on $100MM Loan ----------------------------------------------------------------- Standard & Poor's Ratings Services corrected and reinstated its rating on Synagro Technologies Inc.'s $100 million revolving credit facility due Sept. 30, 2013. Ratings List Reinstated To From Synagro Technologies Inc. $100 million 1st-lien sr secured CCC- NR Recovery rating 4 NR SYNAGRO TECHNOLOGIES: S&P Lowers Corporate Credit Rating to 'D' --------------------------------------------------------------- Standard & Poor's Ratings Services lowered its corporate credit rating on Synagro Technologies Inc. to 'D' from 'CCC-'. S&P reinstated, then subsequently lowered its issue-level ratings on the $100 million first-lien revolving facility due Sept. 2013 to 'D' from 'CCC-' with a recovery rating of '4'. S&P lowered the issue-level rating on the company's $290 million first-lien term loan due April 2014 to 'D' from 'CCC-' with a recovery rating of '4'. S&P also lowered the issue-level rating on the $150 million second-lien term loan to 'D' from 'C' with a recovery rating of '6'. "We subsequently withdrew our issue-level ratings and intend to withdraw our corporate credit rating in the near term, as we believe there will be a lack of adequate information to maintain surveillance during the bankruptcy process," said Standard & Poor's credit analyst James Siahaan. The rating actions follow the company's announcement that it filed voluntary petitions for reorganization under Chapter 11 of the U.S. Bankruptcy Code. Synagro, which is a portfolio company of Carlyle Group LP, has agreed to sell substantially all of its assets to EQT Infrastructure II, an investment fund of private equity group EQT Partners, for $455 million. The company plans to implement the sale pursuant to Section 363 of the U.S. Bankruptcy code and expects the sale will be completed in about 60 to 90 days. S&P notes that the company's special purpose entities, which includes its biosolids pelletization facilities in Philadelphia, Baltimore, and Sacramento, are included in the sale of assets, but are not part of the Chapter 11 filing. T-MOBILE USA: S&P Assigns 'BB' Rating to $11.2BB Unsecured Notes ---------------------------------------------------------------- Standard & Poor's Ratings Services assigned its 'BB' issue-level rating and '3' recovery rating to T-Mobile USA Inc.'s $11.2 billion in aggregate unsecured notes. Of this amount, $5.6 billion has fixed coupons through the life of the debt (permanent notes) while $5.6 billion is subject to a reset of the coupon for periods varying from two to three years (reset notes). The notes have five different maturities ranging from 2019 to 2023. These notes are currently issued on an intercompany basis to Deutsche Telecom AG and will be part of the capitalization of T-Mobile following the pending merger with MetroPCS Communications Inc., which is expected to close by early May 2013. MetroPCS shareholders' approved the transaction on April 24. Deutsche Telekom will own 74% of the combined company when the transaction closes, with MetroPCS shareholders owning the remaining 26%. RATINGS LIST MetroPCS Communications Inc. Corporate credit rating B+/Watch Pos/-- New Rating T-Mobile USA Inc. $11.2 bil. aggregate unsecured notes BB Recovery Rating 3 T3 MOTION: Electric Police-Vehicle Maker Running Out of Cash ------------------------------------------------------------ Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that T3 Motion Inc., which has generated losses since its inception in 2006, said in a regulatory filing that it will need additional debt or equity financing this year. The company said it has enough cash to continue operations through the end of June. About T3 Motion Costa Mesa, Calif.-based T3 Motion, Inc., develops and manufactures T3 Series vehicles, which are electric three-wheel stand-up vehicles that are directly targeted to the public safety and private security markets. T3 Motion reported a net loss of $21.52 million on $4.51 million of net revenues for the year ended Dec. 31, 2012, as compared with a net loss of $5.50 million on $5.29 million of net revenues during the prior year. The Company's balance sheet at Dec. 31, 2012, showed $3.75 million in total assets, $20.01 million in total liabilities and a $16.26 million total stockholders' deficit. T3'S auditors have "substantial concern" about T3's ability to continue as a going concern. THERMOENERGY CORP: Dileep Agnihotri Resigns as Director ------------------------------------------------------- Dileep Agnihotri resigned as a member of the Board of Directors ThermoEnergy Corporation and the Company's subdisiary, CASTion Corporation. Dr. Agnihotri had been a member of the Company's Board since January 2012. Dr. Agnihotri served as one of the four directors elected by the holders of the Company's Series B Convertible Preferred Stock, Series B-1 Convertible Preferred Stock and Series C Convertible Preferred Stock (voting together as a single class). Dr. Agnihotri's resignation is not due to a disagreement with the Company's Board of Directors or the Company's management on any matter relating to the Company's operations, policies or practices. About ThermoEnergy Corporation Little Rock, Ark.-based ThermoEnergy Corporation is a clean technologies company engaged in the worldwide development of advanced municipal and industrial wastewater treatment systems and carbon reducing clean energy technologies. The Company incurred a net loss of $7.38 million for the year ended Dec. 31, 2012, as compared with a net loss of $17.38 million on $5.58 million of revenue in 2011. The Company's balance sheet at Dec. 31, 2012, showed $9.03 million in total assets, $19.64 million in total liabilities and a $10.61 million total stockholders' deficiency. Grant Thornton LLP, in Westborough, Massachusetts, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2012. The independent auditors noted that the Company incurred a net loss of $7,382,000 during the year ended Dec. 31, 2012, and, as of that date, the Company's current liabilities exceeded its current assets by $7,094,000 and its total liabilities exceeded its total assets by $10,611,000. These conditions, among other factors, raise substantial doubt about the Company's ability to continue as a going concern. TOMSTEN INC: In Chapter 11; Creditors' Meeting May 30 ----------------------------------------------------- Tomsten, Inc., doing business as Archiver's, filed a bare-bones Chapter 11 petition (Bankr. D. Minn. Case No. 13-42153) in Minneapolis on April 29, 2013. Hennepin, Minnesota-based Tomsten estimated assets of at least $10 million and liabilities of at least $1 million as of the Chapter 11 filing. The Debtor has tapped Jann Olsten and the law firm of Ravich Meyer Kirkman McGrath Nauman & Tansey as counsel. According of the docket, creditors are required to submit proofs of claim by Aug. 28, 2013. Governmental entities are required to file claims by Oct. 28. The deadline to file objections to discharge is July 29. There's a meeting of creditors slated for May 30, 2013, at 2:00 p.m. at Mtg Minneapolis - US Courthouse, 300 S 4th St, Room 1017 (10th Floor). 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. TRICORBRAUN INC: S&P Assigns 'B+' Rating to $75MM Credit Facility ----------------------------------------------------------------- Standard & Poor's Ratings Services said it assigned a 'B+' issue- level rating and a '2' recovery rating to TricorBraun Inc.'s proposed $75 million revolving credit facility due 2018 and $476.4 million term loan B due 2018. The '2' recovery rating indicates S&P's expectation of substantial recovery (70% to 90%) in the event of a payment default. At the same time, S&P affirmed its 'B' corporate credit rating. The outlook is stable. The proposed transaction is leverage neutral and S&P expects total leverage will be in the high 6x area and funds from operations (FFO)-to-total adjusted debt will be in the mid-single-digit percentage area. S&P expects the repricing of these facilities will benefit the company through improved cash flow in future years. S&P includes about $127 million in payment-in-kind (PIK) preferred equity as debt based on its criteria. The $153 million in senior subordinated mezzanine notes (unrated) will remain in the capital structure. "Standard & Poor's Ratings Services' ratings on TricorBraun Inc. reflect its "highly leveraged" financial risk profile and supplier concentration, along with the fragmented and highly competitive structure of the rigid-plastic packaging industry," said credit analyst Henry Fukuchi. "Partially offsetting these factors are the company's position as the largest participant in the distribution segment of the U.S. glass and plastic packaging industry, its relatively stable end markets, with good customer diversity, its stable EBITDA margins, and its consistent annual free cash generation. The ratings also reflect gradually improving operating trends, which should continue to support an improving financial risk profile in the next few years." The outlook is stable. Although S&P expects TricorBraun to remain highly leveraged, the company's defensible position as the leading distribution company in its sector support the ratings, as well as a track record of annual free cash flow generation that should underpin liquidity over the business cycle. S&P expects the company to integrate any midsize acquisitions smoothly. Despite S&P's expectation of gradually improving operating trends, it believes that TricorBraun's credit metrics could weaken if debt-funded acquisitions or another dividend weaken its financial profile. S&P could lower the ratings if such a transaction is material enough or if a deterioration in operating conditions, such as less-favorable working capital management or cash flow generation, causes the company's results to be lower than S&P's expectations. Based on the downside scenario S&P is forecasting, it could lower the ratings if operating margins weaken more than 2%, or if volumes decline 15% or more, from current levels. In S&P's downside scenario (PIK preferred treated as debt), total adjusted debt-to-EBITDA would deteriorate toward 8x and FFO-to-total adjusted debt would decrease to about 5%. S&P could also lower the ratings if unexpected cash outlays or business challenges reduce the company's liquidity position, or if covenant cushions tighten to less than 10%. Although S&P do not expect to do so, it could raise the ratings slightly over the intermediate term if the company's profitability continues to improve while its liquidity remains healthy. This would also require that financial policies appear supportive of a higher rating. TRITON CONTAINER: S&P Assigns 'BB+' Corporate Credit Rating ----------------------------------------------------------- Standard & Poor's Ratings Services said that its rating on Triton Container International Ltd.'s (Triton) proposed senior secured term loan remains unchanged at 'BBB' after the company upsized the loan to $425 million from $400 million. The recovery rating is '1', indicating S&P's expectation that lenders would receive a very high (90% to 100%) recovery in the event of a payment default is unchanged. The 'BB+' corporate credit rating on San Francisco-based Triton reflects the company's significant position within the marine cargo container leasing industry and the relatively stable earnings and cash flow generated from a substantial proportion of its long-term leases. The ratings also incorporate the cyclicality and capital intensity of the marine cargo container leasing industry. RATINGS LIST Triton Container International Ltd. Corporate Credit Rating BB+/Stable/-- Ratings Remain Unchanged Triton Container International Ltd. Senior Secured $425 mil. term loan* BBB Recovery Rating 1 *Including upsize. TRUCEPT INC: Appeals Issuance of One-Time Bank Levy by the IRS -------------------------------------------------------------- Trucept Inc. has been engaged in a dispute with the Internal Revenue Service regarding amounts owed to the government for past Federal income tax withholding which the IRS has tied into a dispute regarding what they claim are alter ego entities. Trucept has strongly disagreed through legal counsel. However, on April 16, 2013, the IRS issued a one-time levy on the Company's bank accounts and sent Notice of Levy statements to some clients. In addition, the Company lost a significant amount of business as result of its workers compensation insurance company exiting the California market. The Company intends to maintain its remaining operations and build from that point. In the meantime the Company's legal counsel is filing appropriate appeals on the IRS action. About Trucept Inc. Trucept Inc. provides staffing and employment services, relieving its clients from many of the day-to-day tasks that may detract their core business operations , such as payroll processing, human resources support, workers' compensation insurance, safety programs, employee benefits, and other administrative and aftermarket services predominantly related to staffing. The company also operates the Solvis brand of nurse staffing in both Michigan and California. Trucept Inc. disclosed a net loss of $7.85 million in 2012, as compared with a net loss of $8.12 million in 2011. The Company's balance sheet at Dec. 31, 2012, showed $8.17 million in total assets, $22.93 million in total liabilities and a $14.75 million total stockholders' deficit. PMB Helin Donovan, LLP, in Dallas, 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 has sustained recurring losses from operations and has an accumulated deficit of approximately $22 million at Dec. 31, 2012. These factors raise substantial doubt about the Company's ability to continue as a going concern. TWIN RIVER: Amended Refinancing Terms No Impact on B1 CFR --------------------------------------------------------- Moody's Investors Service commented that Twin River's planned March 2013 transaction to refinance its bank term loan and pay a debt-financed dividend to its owners will not close under the expected terms. The amended terms are a credit positive, but not significant enough to affect the company's B1 Corporate Family Rating and stable rating outlook. Twin River Management Group, Inc.'s (formerly known as BLB Management Services, Inc.) operating subsidiary, UTGR, Inc., owns and operates the Twin River casino located near Providence, Rhode Island. The Twin River casino operates approximately 4,750 video lottery terminals (VLTs) on behalf of the State of Rhode Island. Twin River is entitled to a 27.8% share of the VLT income. The company is private and does not disclose public financials. UNI-PIXEL INC: Shareholders Elect Seven Directors ------------------------------------------------- At the annual meeting held on April 26, 2013, the shareholders: (1) elected Reed J. Killion, Bernard T. Marren, Carl J. Yankowski, Bruce I. Berkoff, Ross A. Young, William Wayne Patterson and Anthony J. LeVecchio as directors; (2) approved, on an advisory basis, the holding of an advisory vote on executive compensation every year; (3) approved, on advisory basis, the compensation of the Company's named executive officers; (4) ratified the appointment of PMB Helin Donovan as the Company's independent registered public accounting firm for the year ending Dec. 31, 2013; and (5) approved an amendment to the Uni-Pixel, Inc. 2011 Stock Incentive Plan. About Uni-Pixel Inc. The Woodlands, Tex.-based Uni-Pixel, Inc. (OTC BB: UNXL) -- http://www.unipixel.com/-- is a production stage company delivering its Clearly Superior(TM) Performance Engineered Films to the Lighting & Display, Solar and Flexible Electronics market segments. Uni-Pixel incurred a net loss of $9.01 million in 2012, as compared with a net loss of $8.56 million in 2011. The Company's balance sheet at Dec. 31, 2012, showed $14.71 million in total assets, $348,683 in total liabilities and $14.36 million in total shareholders' equity. "As of December 31, 2012, we had a cash balance of approximately $13.0 million and working capital of $12.8 million. We project that current cash reserves will sustain our operations through at least December 31, 2013, and we are not aware of any trends or potential events that are likely to adversely impact our short term liquidity through this term. We expect to fund our operations with our net product revenues from our commercial products, cash and cash equivalents supplemented by proceeds from equity or debt financings, and loans or collaborative agreements with corporate partners, each to the extent necessary," according to the Company's annual report for the year ended Dec. 31, 2012. UNIQUE BROADBAND: Still Under CCAA, Reports Q2 Results ------------------------------------------------------ Unique Broadband Systems, Inc. on April 29 reported its operating and financial results for the second quarter of fiscal 2013, ended February 28, 2013. Recent operating and financial highlights (in thousands, except per share amounts) include: -- UBS continues to operate under the court approved Company Creditors Arrangement Act ("CCAA"). A trial was held in the Ontario Superior Court of Justice between UBS and the Jolian Parties, which was completed on March 1, 2013. The Court decision has not been issued. -- On February 19, 2013, UBS sold 12,430 multiple voting shares and 14,630 subordinate voting shares in Look to 2092390 Ontario Inc. for $0.14 per share, or $3,788. This transaction reduced the Company's holdings to a 19.8% economic interest in Look and, upon determination that the Company no longer has significant influence, effective February 20, 2013, accounts for its investment in Look using the fair value method. -- UBS recorded a loss from operations of $1,454 for the three months ended February 28, 2013, compared to $847 for the three months ended February 29, 2012. The 71.7% increase in 2013 resulted from, among other things, the expiration of the Management Services Agreement with Look on May 19, 2012, and costs associated with advancing the CCAA claims process. About Unique Broadband Systems, Inc. Unique Broadband Systems, Inc. -- http://www.uniquebroadband.com/ -- is a Canadian-based company with holdings in Look Communications and a continuing business interest with Unique Broadband Systems Ltd. At November 30, 2003, the Company's balance sheet shows that its total current liabilities exceeded its total current assets by about $1 million, while total shareholders' equity shrank to about $15 million, from about $23 million six months ago. UNIV. OF NORTH CAROLINA: S&P Removes 'BB' Rating from Watch Neg. ---------------------------------------------------------------- Standard & Poor's Ratings Services said that it removed from CreditWatch with negative implications its 'BB' long-term rating on the University of North Carolina at Pembroke's (UNCP) series 2010A and 2010B limited-obligation bonds, secured by dormitory system rental revenues. At the same time, Standard & Poor's affirmed the rating. The outlook on the bonds is now stable. "The removal from CreditWatch reflects the refinancing of certain outstanding dormitory revenue bonds which is likely to improve debt service coverage (DSC) for the series 2010 bonds," said Standard & Poor's credit analyst Jonathan Volkmann. At the same time, Standard & Poor's affirmed its 'A' issuer credit rating (ICR) on the university. The outlook remains negative. The negative outlook reflects Standard & Poor's opinion that if, over the two-year outlook horizon, enrollment does not stabilize and the financial operations of the university deteriorate as a result, the university will no longer have the credit quality of its 'A' rated peers. S&P had placed the rating on UNCP's series 2010A and 2010B limited-obligation bonds on CreditWatch with negative implications on Dec. 28, 2012, due to a fiscal 2012 DSC violation. Dormitory system rental revenues provided DSC of only 1.08x in fiscal 2012, while the bond documents covenant that DSC remain at or above 1.10x annually. Violation of the 1.1x DSC covenant for a second consecutive year (fiscal 2013) would result in an event of default. Also, Standard & Poor's would consider DSC below 1x in any given year an event of default, as stated in the bond documents. The university reports that it has recently refinanced its series 1998B dormitory system revenue bonds to be included under its general revenue pledge. The university's bond counsel reports that, as a result of the refinancing, operating expenses related to the housing facilities by the series 1998B bonds are no longer included in the DSC covenant stated in the series 2010A and 2010B bond documents. University management currently projects DSC of 1.57x for fiscal 2013, well above the covenanted level of 1.1x. As a result of refinancing of the series 1998B bonds, there is currently no dormitory system debt outstanding. General revenue debt of about $8.2 million was outstanding as of June 30, 2012. UNCP has covenanted not to issue any additional dormitory system debt, but may issue additional general revenue debt in the future. UNCP is a master's level degree-granting university in the University of North Carolina system with a total enrollment of 6,269. It is approximately 10 miles from Lumberton and around 105 miles south of Raleigh. USA UNITED FLEET: Court Rules on Insurance Tax Liability Dispute ---------------------------------------------------------------- Following a sale pursuant to 11 U.S.C. Sec. 363(b) of certain assets of USA United Fleet Inc., a/k/a Shoreline Fleet, Inc., et al., the New York State Department of Labor used the Debtors' prepetition unemployment insurance experience rate to calculate the post-petition unemployment insurance tax liability of the purchaser, Reliant Transportation, Inc. (f/k/a MV Transportation, Inc.) Reliant seeks a determination that under the sale order and Section 363(f), its purchase of the Debtors' assets was free and clear of successor liability for the Debtors' experience rating. The DOL argues the Bankruptcy Court lacks subject-matter jurisdiction under 11 U.S.C. Sec. 505(a)(1) and/or the Tax Injunction Act, 28 U.S.C. Sec. 1341; and, even if it did have jurisdiction, it should find that a rating associated with an employer account is a computational device used to determine prospective tax rates, and not an "interest" of the DOL in property within the meaning of Section 363(f). In an April 29 Decision and Order available at http://is.gd/zJcUYu from Leagle.com, Bankruptcy Judge Jerome Feller ruled that the Bankruptcy Court (i) has subject-matter jurisdiction to interpret and enforce the sale order; (ii) the DOL has an interest in the assets purchased by Reliant within the meaning of Section 363(f); and (iii) this interest -- that is, its right to transfer the unemployment experience rating of the Debtors to the purchaser of the Debtors' assets -- was subject to the "free and clear" provisions of the sale order and Section 363(f). USA United Fleet, Inc., aka Shoreline Fleet, Inc., and seven affiliates filed for Chapter 11 bankruptcy protection (Bank. E.D. N.Y. Case No. 11-45867) on July 6, 2011. Judge Jerome Feller presides over the cases. Todd E. Duffy, Esq., at Anderson Kill & Olick, P.C., represents the Debtor. The Debtor estimated both assets and debts of between $10 million and $50 million. Based in Staten Island, New York, USA United operated more than 400 buses under several affiliates and provided New York City school bus transportation services pursuant to six contracts with the City's Department of Education. On July 29, 2011, the Debtors' cases were converted to Chapter 7 liquidation at the behest of the United States Trustee. One of the grounds was the United Debtors' failure to disclose their transfer of the DOE Contracts to certain non-debtor affiliates. A Chapter 7 trustee was appointed to administer their estates. On Aug. 10, 2011, the so-called Northeast Debtors filed petitions for relief under Chapter 7 of the Bankruptcy Code, and the same Chapter 7 trustee was appointed to their cases. That same day, the Chapter 7 trustee sought an expedited hearing on the approval of a $12 million sale to Reliant Transportation, Inc. of the United Debtors' 400 or more buses and the Northeast Debtors' DOE Contracts. The trustee requested shortened notice on grounds that "the DOE Contracts will lose their value within the next few weeks unless a purchaser can come in and immediately utilize the Buses to perform under the DOE Contracts." Andrew Goldman, Esq., Craig Goldblatt, Esq., and Nancy Manzer, Esq., at Wilmer Cutler Pickering Hale and Dorr, represent Reliant. USG CORP: Reports $2 Million Net Income in First Quarter -------------------------------------------------------- USG Corporation filed with the U.S. Securities and Exchange Commission its quarterly report on Form 10-Q disclosing net income of $2 million on $814 million of net sales for the three months ended March 31, 2013, as compared with a net loss of $27 million on $783 million of net sales for the same period a year ago. The Company's balance sheet at March 31, 2013, showed $3.67 billion in total assets, $3.63 billion in total liabilities and $40 million of total stockholders' equity including noncontrolling interest. "We are pleased to report our first quarter of net income in more than five years," said James S. Metcalf, chairman, president and CEO. "All segments showed improved results in the period, and our commitment to innovation and lowering our break-even are evident in our results." A copy of the Form 10-Q is available for free at: http://is.gd/2vin0x About USG Corporation Based in Chicago, Ill., USG Corporation -- http://www.usg.com/-- through its subsidiaries, manufactures and distributes building materials producing a wide range of products for use in new residential, new nonresidential and repair and remodel construction, as well as products used in certain industrial processes. The company filed for Chapter 11 protection on June 25, 2001 (Bankr. Del. Case No. 01-02094). When the Debtors filed for protection from their creditors, they disclosed $3.252 billion in assets and $2.739 billion in liabilities. The Debtors emerged from bankruptcy protection on June 20, 2006. For the 12 months ended Dec. 31, 2012, the Company incurred a net loss of $125 million on $3.22 billion of net sales, as compared with a net loss of $390 million on $2.91 billion of net sales during the prior year. * * * As reported by the TCR on Aug. 15, 2011, Standard & Poor's Ratings Services lowered its corporate credit rating on USG Corp. to 'B' from 'B+'. "The downgrade reflects our expectation that USG's operating results and cash flow are likely to be strained over the next year due to the ongoing depressed level of housing starts and still- weak commercial construction activity," said Standard & Poor's credit analyst Thomas Nadramia. "It is now more likely, in our view, that any meaningful recovery in housing starts may be deferred until late 2012 or into 2013. As a result, the risk that USG's liquidity in the next 12 to 24 months will continue to erode (and be less than we incorporated into our prior ratings) has increased. The ratings previously incorporated a greater improvement in housing starts, which would have enabled USG to reduce its negative operating cash flow in 2012 and achieve breakeven cash flow or better by 2013." In the Sept. 11, 2012, edition of the TCR, Fitch Ratings has affirmed USG Corporation's (NYSE: USG) ratings, including the company's Issuer Default Rating (IDR) at 'B-'. The Rating Outlook has been revised to Stable from Negative. The ratings for USG reflect the company's leading market position in all of its businesses, strong brand recognition, its large manufacturing network and sizeable gypsum reserves. Risks include the cyclicality of the company's end-markets, excess capacity currently in place in the U.S. wallboard industry, volatility of wallboard pricing and shipments and the company's high leverage. As reported by the TCR on Dec. 5, 2012, Moody's Investors Service affirmed USG Corporation's Caa1 Corporate Family Rating and Caa1 Probability of Default Rating. USG's Caa1 Corporate Family Rating reflects its high debt leverage characteristics, despite Moody's expectation of improving operating performance. USHEALTH GROUP: A.M. Best Affirms 'B-' Financial Strength Rating ---------------------------------------------------------------- A.M. Best Co. has revised the outlook to positive from stable and affirmed the financial strength rating of B- (Fair) and the issuer credit ratings of "bb-" for the subsidiaries of USHEALTH Group, Inc., which include Freedom Life Insurance Company of America (Freedom Life) and National Foundation Life Insurance Company (NFL), commonly known as USHEALTH Group. All companies are domiciled in Fort Worth, TX. The rating affirmations and revised outlook reflect USHEALTH Group's improved operating results reported more recently, continued adequate capitalization, effective expense management and the group's innovative and value-added approach to product design. In prior years, USHEALTH Group's operating results had been adversely impacted by several sizable legal settlements; however, beginning in 2011, no material litigation expenses have been incurred. Additionally, USHEALTH Group has reported improved underwriting results in its core health lines of business over the past few years. The group has been focused on implementing various operating efficiencies throughout the organization in an effort to offset the impact of The Patient Protection and Affordable Care Act's (PPACA) regulations on its business model. Historically, USHEALTH Group has been quick to market with innovative products, which are well serving of its target individual and small employer demographic. Most recently, USHEALTH Group has diversified its product portfolio by offering "excepted benefit" fixed indemnity health products, which are exempt from PPACA, and complementary supplemental coverages. Partially offsetting these positive rating factors is USHEALTH Group's need to service the sizable debt payable by USHEALTH Group, Inc. to its majority stockholder. The payment-in-kind (PIK) note matures in March 2014; however, several extensions of the maturity date have been granted by the majority stockholder over the past few years. The group recently made a principal payment of $2.5 million and plans to continue to make material principal payments over the next few years or potentially take advantage of other financing options to completely pay off the note. A.M. Best believes the repayment of the debt may continue to hinder USHEALTH Group's surplus growth in the near to medium term. Future positive rating actions may result from sustained earnings growth, continued reduction in leverage throughout the organization and enhanced risk-adjusted capitalization levels. Negative rating actions could result from a decline in risk- adjusted capitalization, a return to operating losses, an increase in premium leverage or if USHEALTH Group, Inc. is unable to extend or refinance its existing PIK note payable prior to its maturity. UTSTARCOM INC: Incurs $35.6 Million Net Loss in 2012 ---------------------------------------------------- UTStarcom Holdings Corp. filed with the U.S. Securities and Exchange Commission its annual report on Form 20-F disclosing a net loss of $35.57 million on $186.72 million of net sales for the year ended Dec. 31, 2012, as compared with net income of $11.77 million on $320.57 million of net sales for the year ended Dec. 31, 2011. The Company's balance sheet at Dec. 31, 2012, showed $488.09 million in total assets, $271.43 million in total liabilities and $216.65 million in total equity. A copy of the Form 20-F is available for free at: http://is.gd/QOyQdM A special committee of independent directors of the Company's board of directors has selected Citigroup Global Markets Inc. as its financial advisor. As previously announced, the Company's board of directors formed the Special Committee to consider a "going-private" transaction for $3.20 in cash per ordinary share, proposed by one of the directors of the Company, Mr. Hong Liang Lu and his affiliates, and Shah Capital Opportunity Fund LP and Himanshu H. Shah, in a preliminary non-binding proposal letter, dated March 27, 2013. Citigroup Global Markets Inc. will assist the Special Committee in its work in connection with the Transaction. No decisions have been made by the Special Committee with respect to the Company's response to the Transaction. There can be no assurance that any definitive offer will be made, that any agreement will be executed or that this or any other transaction will be approved or consummated. The Company does not undertake any obligation to provide any updates with respect to this or any other transaction, except as required under applicable law. About UTStarcom, Inc. UTStarcom, Inc. (Nasdaq: UTSI) -- http://www.utstar.com/-- is a global leader in IP-based, end-to-end networking solutions and international service and support. The Company sells its solutions to operators in both emerging and established telecommunications markets around the world. UTStarcom enables its customers to rapidly deploy revenue-generating access services using their existing infrastructure, while providing a migration path to cost-efficient, end-to-end IP networks. The Company's headquarters are currently in Alameda, California, with its research and design operations primarily in China. VHGI HOLDINGS: Unit Has $65MM Credit Pact with Ariana Turquoise --------------------------------------------------------------- VHGI Holdings, Inc., Lily Group Inc., an indirect wholly-owned subsidiary of the Company, and Ariana Turquoise Investment AS, entered into a loan agreement under which Ariana Turquoise agrees to lend to Lily a total of $65,047,083, subject to certain terms and conditions. The Loan would have a term of 10 years and accrue interest at a rate of 4.25 percent per annum, with payments of interest being made annually in advance. In addition to Ariana Turquoise's completion of additional diligence and other closing conditions, the Lender's obligation to make disbursements under the Loan is expressly conditioned upon the Company's securing of a $13 million letter of credit. A copy of the Loan Agreement is available for free at: http://is.gd/7gjtgl About VHGI Holdings Fort Worth, Tex.-based VHGI Holdings, Inc., is a holding company with revenue streams from these business segments: (a) precious metals (b) oil and gas (c) coal and (d) medical technology. In its report on the Company's consolidated financial statements for the year ended Dec. 31, 2011, Pritchett, Siler & Hardy, P.C., in Salt Lake City, Utah, expressed substantial doubt about VHGI Holdings' ability to continue as a going concern. The independent auditors noted that the Company has incurred substantial losses and has a working capital deficit. The Company reported a net loss of $5.43 million in 2011, compared with a net loss of $1.67 million in 2010. The Company's balance sheet at Sept. 30, 2012, showed $49.07 million in total assets, $54.61 million in total liabilities and a $5.53 million total stockholders' deficit. VIASYSTEMS GROUP: S&P Revises Outlook to Neg. & Affirms 'BB-' CCR ----------------------------------------------------------------- Standard & Poor's Ratings Services said it revised its outlook on St. Louis, Mo.-based Viasystems Group Inc. to negative from stable. In addition, S&P affirmed its 'BB-' corporate credit rating on the company. At the same time, S&P affirmed the 'BB-' issue-level rating on the company's $550 million senior secured notes due 2019. The '4' recovery rating indicates S&P's expectation for average recovery (30% to 50%) in the event of payment default. "The outlook revision reflects our expectation that delays in the recovery of revenue lost due to the fire in Viasystems' Guangzhou facility could result in EBITDA remaining below pre-fire levels such that the company sustains leverage above 4x," said Standard & Poor's credit analyst Christian Frank. The ratings on Viasystems reflect the company's "weak" business risk profile, resulting from its highly competitive and cyclical industry, and its "significant" financial risk profile with pro forma leverage in the high-3x area. S&P expects that the company is likely to see improved operating performance in the second half of 2013 as it recovers from the Guangzhou fire but that delays in its recovery could result in leverage sustained above 4x. VTE PHILADELPHIA: Creditor Seeks Dismissal of Ch. 11 Case --------------------------------------------------------- Stephanie Gleason at Dow Jones' DBR Small Cap reports less than a month after the waterfront property intended for Trump Towers Philadelphia was allowed to keep Chapter 11 protection, its secured creditor has renewed a request to have the case thrown out. About VTE Philadelphia VTE Philadelphia, LP, filed a Chapter 11 petition (Bankr. S.D.N.Y. Case No. 13-10058) in Manhattan on Jan. 7, 2013. The Debtor is a single asset real estate case consisting of a vacant land located at 709-717 North Penn Street, in Philadelphia, Pennsylvania. The Chapter 11 petition was filed on the eve of a sheriff's sale scheduled by the secured creditor, U.S. Bank National Association, which has obtained judgment for foreclosure from the Court of Common Please of Philadelphia County. The judgment amount owed to the bank is $16.9 million. WARNER MUSIC: Amends 2012 Credit Agreement with Credit Suisse ------------------------------------------------------------- WMG Acquisition Corp. has entered into an amendment, dated April 23, 2013, to its senior secured revolving credit agreement, dated Nov. 1, 2012, among WMG, as borrower, Credit Suisse AG, as administrative agent, and the other financial institutions and certain lenders. The Revolving Credit Agreement Amendment reduces the applicable interest rate margin under the Revolving Credit Agreement to reflect current market pricing upon the closing of the Incremental Credit Facility and increases flexibility under the Revolving Credit Agreement to make investments in non-guarantors so as to permit internal reorganizations and optimization of ownership structure in foreign subsidiaries. Proposed Financing In connection with certain proposed debt financing transactions by WMG and the Company's acquisition of Parlophone Label Group from Universal Music Group, a subsidiary of Vivendi, the Company provided certain information to potential lenders under a under a proposed Incremental Credit Facility, a copy of which is available for free at http://is.gd/uBZpn7 In connection with the PLG Acquisition, WMG is seeking a new $820 million delayed draw senior secured term loan to finance the PLG Acquisition, pay related fees and expenses, and for general corporate purposes. The Incremental Credit Facility will be an incremental term loan facility under WMG's existing term loan credit agreement. Proposed Debt Repayment WMG currently intends to use approximately $175 million of available cash (i) to redeem approximately $72 million in aggregate principal amount of WMG's 6.000% Senior Secured Notes due 2021 and 6.250% Senior Secured Notes due 2021 and to pay related call premiums of 3 percent and (ii) prior to the completion of the Incremental Credit Facility financing, to repay approximately $100 million in aggregate principal amount of borrowings under WMG's existing senior secured term loan facility. The amount and timing of any such redemption or repayment, and the indebtedness to be repaid, will depend on the amount of cash available and other circumstances at the time WMG elects to make any such redemption or repayment. Recent Developments The Company has presented certain preliminary estimated financial information of Parent for the three months ended March 31, 2013, based on currently available information. The Company has also presented a preliminary estimate of WMG's Covenant EBITDA for the 12 months ended March 31, 2013. Neither Parent nor WMG has finalized its results for the periods. For the three months ended March 31, 2013, the Company's consolidated revenue is estimated to have been in a range of approximately $665 million to $685 million, compared to $623 million for the combined three months ended March 31, 2012. The Company estimates revenue of its Recorded Music business, prior to intersegment eliminations, to have been in a range of approximately $546 million to $562 million, compared to $499 million for the combined three months ended March 31, 2012, and revenue of its Music Publishing business, prior to intersegment eliminations, to have been in a range of approximately $125 million to $129 million, compared to $127 million for the combined three months ended March 31, 2012. Reported OIBDA for the Company is estimated to have been in a range of approximately $111 million to $121 million, compared to $85 million for the combined three months ended March 31, 2012. The Company's Covenant EBITDA is estimated to have been in a range of approximately $483 million to $493 million for the last twelve months ended March 31, 2013, as compared to $454 million for the last twelve months ended March 31, 2012. The Company also estimates its cash and cash equivalents as of March 31, 2013, to have been approximately $295 million, which amount does not reflect its payment of interest of approximately $54 million on April 1, 2013. About Warner Music Group Based in New York, Warner Music Group Corp. (NYSE: WMG) -- http://www.wmg.com/-- was formed by a private equity consortium of investors on Nov. 21, 2003. The Company is the direct parent of WMG Holdings Corp., which is the direct parent of WMG Acquisition Corp. WMG Acquisition Corp. is one of the world's major music-based content companies and the successor to substantially all of the interests of the recorded music and music publishing businesses of Time Warner Inc. The Company classifies its business interests into two fundamental operations: Recorded Music and Music Publishing. The Company's Recorded Music business primarily consists of the discovery and development of artists and the related marketing, distribution and licensing of recorded music produced by such artists. The Company's Music Publishing operations include Warner/Chappell, its global Music Publishing company, headquartered in New York with operations in over 50 countries through various subsidiaries, affiliates and non-affiliated licensees. In May 2011, Warner Music Group Corp. and Access Industries, the U.S.-based industrial group, announced the execution of a definitive merger agreement under which Access Industries will acquire WMG in an all-cash transaction valued at $3.3 billion. The purchase includes WMG's entire recorded music and music publishing businesses. On July 20, 2011, the Company notified the New York Stock Exchange, Inc., of its intent to remove the Company's common stock from listing on the NYSE and requested that the NYSE file with the SEC an application on Form 25 to report the delisting of the Company's common stock from the NYSE. On July 21, 2011, in accordance with the Company's request, the NYSE filed the Form 25 with the SEC in order to provide notification of that delisting and to effect the deregistration of the Company's common stock under Section 12(b) of the Securities Exchange Act of 1934, as amended. On August 2, 2011, the Company filed a Form 15 with the SEC in order to provide notification of a suspension of its duty to file reports under Section 15(d) of the Exchange Act. The Company continues to file reports with the SEC pursuant to the Exchange Act in accordance with certain covenants contained in the instruments governing the Company's outstanding indebtedness. Warner Music incurred a net loss attributable to the Company of $112 million for the fiscal year ended Sept. 30, 2012, compared with a net loss attributable to the Company of $31 million for the period from July 20, 2011, through Sept. 30, 2011. The Company's balance sheet at Dec. 31, 2012, showed $5.19 billion in total assets, $4.33 billion in total liabilities and $864 million in total equity. * * * As reported by the TCR on Feb. 13, 2013, Standard & Poor's Ratings Services placed its ratings on New York City-based recorded music and music publishing company Warner Music Group (WMG) on CreditWatch with negative implications. This action follows the company's announcement that it has entered into a definitive agreement to acquire U.K.-based Parlophone Label Group for about $765 million in cash. WEST CORP: Reports $3 Million Net Income in First Quarter --------------------------------------------------------- West Corporation reported net income of $3.05 million on $660.22 million of revenue for the three months ended March 31, 2013, as compared with net income of $34.04 million on $639.06 million of revenue for the same period during the prior year. The Company's balance sheet at March 31, 2013, showed $3.94 billion in total assets, $4.79 billion in total liabilities and a $850.15 million stockholders' deficit. "West Corporation started 2013 on a positive note, re-entering the public equity markets and delivering growth in consolidated revenue, platform-based revenue, adjusted operating income and adjusted EBITDA. With our stable operating model and healthy margins, we generated strong free cash flow and are announcing a quarterly dividend of $0.225 per share. We see future growth opportunities as we continue to develop and manage large-scale, complex, mission-critical transactions for our clients' constantly evolving communications needs," stated Tom Barker, CEO. A copy of the press release is available for free at: http://is.gd/5bWQLV About West Corporation Founded in 1986 and headquartered in Omaha, Nebraska, West Corporation -- http://www.west.com/-- provides outsourced communication solutions to many of the world's largest companies, organizations and government agencies. West Corporation has a team of 41,000 employees based in North America, Europe and Asia. West Corporation reported net income of $125.54 million in 2012, net income of $127.49 million in 2011, and net income of $60.30 million in 2010. Bankruptcy Warning The Company said the following statement in its 2012 Annual Report: "If our cash flows and capital resources are insufficient to fund our debt service obligations and to fund our other liquidity needs, we may be forced to reduce or delay capital expenditures or declared dividends, sell assets or operations, seek additional capital or restructure or refinance our indebtedness. We cannot make assurances that we would be able to take any of these actions, that these actions would be successful and permit us to meet our scheduled debt service obligations or that these actions would be permitted under the terms of our existing or future debt agreements, including our senior secured credit facilities or the indentures that govern our outstanding notes. Our senior secured credit facilities documentation and the indentures that govern the notes restrict our ability to dispose of assets and use the proceeds from the disposition. As a result, we may not be able to consummate those dispositions or use the proceeds to meet our debt service or other obligations, and any proceeds that are available may not be adequate to meet any debt service or other obligations then due. If we cannot make scheduled payments on our debt, we will be in default of such debt and, as a result: * our debt holders could declare all outstanding principal and interest to be due and payable; * our debt holders under other debt subject to cross default provisions could declare all outstanding principal and interest on such other debt to be due and payable; * the lenders under our senior secured credit facilities could terminate their commitments to lend us money and foreclose against the assets securing our borrowings; and * we could be forced into bankruptcy or liquidation." * * * West Corp. carries a 'B2' corporate rating from Moody's and 'B+' corporate rating from Standard & Poor's. Moody's Investors Service upgraded the ratings on West Corporation's existing senior secured term loan to Ba3 from B1 and the rating on $650 million of existing senior notes due 2014 to B3 from Caa1 upon the closing of its recent refinancing transactions. Concurrently, Moody's affirmed all other credit ratings including the B2 Corporate Family Rating and B2 Probability of Default Rating. The rating outlook is stable. Standard & Poor's Ratings Services assigned Omaha, Neb.-based business process outsourcer West Corp.'s proposed $650 million senior unsecured notes due 2019 its 'B' issue-level rating (one notch lower than the 'B+' corporate credit rating on the company). The recovery rating on this debt is '5', indicating S&P's expectation of modest (10% to 30%) recovery in the event of a payment default. The company will use proceeds from the proposed transaction and some cash on the balance sheet to redeem its $650 million 9.5% senior notes due 2014. As reported by the TCR on March 21, 2013, Standard & Poor's Ratings Services placed its 'B+' corporate credit rating on Omaha, Neb.-based business process outsourcer West Corp., along with all issue-level ratings on the company's debt, on CreditWatch with positive implications. The CreditWatch placement is based on West Corp.'s announcement that it will raise about $500 million through an initial public offering and use most of the proceeds to repay debt. Pro forma for the debt repayment, lease-adjusted leverage is 5.3x, compared with 5.9x at Dec. 31, 2012. WEST PENN: Fitch Places 'C' Bonds Rating on Rating Watch Evolving ----------------------------------------------------------------- Fitch Ratings has placed on Rating Watch Evolving the 'C' rating on West Penn Allegheny Health System's (WPAHS) series 2007A bonds, issued by the Allegheny County Hospital Development Authority (PA). Fitch's action follows the completion of a tender offer by insurer Highmark Inc., which resulted in the purchase of approximately 85% ($604.2 million par value) of the outstanding bonds. The transaction follows the approval by the Pennsylvania Department of Insurance of the affiliation between WPAHS and Highmark and the creation of an integrated delivery network by the two entities. As part of the tender offer, bondholders consented to material amendments to the bonds' legal provisions and covenants, as well as a reduction in continuing disclosure requirements, although security for the bonds remains a pledge of the gross revenues of the 2007 obligated group. Fitch is evaluating the transaction, the merged entity's development plans, and the terms of the Department of Insurance's approval, and will also assess whether future disclosure content and practice will be sufficient to maintain a rating. Fitch will update the rating following the conclusion of the review. WESTINGHOUSE SOLAR: Amends 2012 Annual Report --------------------------------------------- Westinghouse Solar, Inc., has amended its annual report for the fiscal year ended Dec. 31, 2012, to amend Part III of the original filing to include the information required by and not included in Part III of the Original Filing. The Company also included as an exhibit the current certification required under Section 302 of the Sarbanes-Oxley Act of 2002. A copy of the Amended Form 10-K is available for free at http://is.gd/D9YaPG About Westinghouse Campbell, Calif.-based Westinghouse Solar, Inc., is a designer and manufacturer of solar power systems and solar panels with integrated microinverters. The Company designs, markets and sells these solar power systems to solar installers, trade workers and do-it-yourself customers in the United States and Canada through distribution partnerships, the Company's dealer network and retail outlets. Westinghouse Solar disclosed a net loss of $8.62 million on $5.22 million of net revenue in 2012, as compared with a net loss of $4.63 million on $11.42 million of net revenue in 2011. The Company's balance sheet at Dec. 31, 2012, showed $3.80 million in total assets, $5.20 million in total liabilities, $983,747 in series C convertible redeemable preferred stock, and a $2.38 million total stockholders' deficit. Burr Pilger Mayer, Inc., in San Francisco, California, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2012, citing significant operating losses and negative cash flow from operations that raise substantial doubt about its ability to continue as a going concern. WIZARD WORLD: Enters Into Lease with Bristol Capital ---------------------------------------------------- Wizard World, Inc., entered into a commercial real estate lease, as lessee, with Bristol Capital, LLC, and 225 California Street, LLC, as lessors, for new office space located in El Segundo, California, with each of Bristol and 225 California holding an undivided 50% tenant-in-common interest. The initial term of the Lease is for seven years ending on March 31, 2020. Pursuant to the Lease, the Company will pay base rent of $6,900 per month and an initial security deposit of $13,800 is required. This transaction constitutes a related party transaction under Item 404(a) of Regulation S-K on the basis that Bristol and 225 California are managed by a member of the board of directors of the Company and the Company's Chief Executive Officer, respectively. The Company's entering into the Lease was approved by the disinterested members of the Board. On April 23, 2013, John Macaluso, chief executive office of the Company, issued a letter to shareholders. "I write to you at an exciting and important time for Wizard World, Inc. ... and would like to offer my most sincere thank you for your continued and amazing support over the past year. We have experienced a number of recent positive developments that I would like to share with you as we continue to grow as a company and as the leading presenter of Comic Con touring exhibitions around the country. A full-text copy of the Letter is available for free at: http://is.gd/iULzw6 About Wizard World Based in New York, N.Y., Wizard World, Inc., is a producer of pop culture and multimedia conventions ("Comic Cons") across North America that markets movies, TV shows, video games, technology, toys, social networking/gaming platforms, comic books and graphic novels. These Comic Cons provide sales, marketing, promotions, public relations, advertising and sponsorship opportunities for entertainment companies, toy companies, gaming companies, publishing companies, marketers, corporate sponsors and retailers. Wizard World disclosed a net loss of $1.02 million on $6.74 million of convention revenue for the year ended Dec. 31, 2012, as compared with a net loss of $2.01 million on $3.78 million of convention revenue during the prior year. The Company's balance sheet at Dec. 31, 2012, showed $2.27 million in total assets, $6.03 million in total liabilities and a $3.75 million total stockholders' deficit. WOODCREST COUNTRY CLUB: Sets May 24 Plan Confirmation Hearing ------------------------------------------------------------- Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that Woodcrest Country Club will be sold at auction on May 20. Unless there is a higher offer or the bank exercises its right to buy the club with secured debt, a group of investors named Cherry Hill Land Associates LLC will buy the operation for $6.25 million. The club's Chapter 11 trustee believes the $6.25 million price represents market value. The report adds that on May 24, the trustee will be in bankruptcy court in pursuit of approval of a liquidating Chapter 11 plan where unsecured creditors with $1.6 million in claims are projected for a 6 percent recovery. The plan was made possible by a settlement between the trustee and secured lender Sun National Bank of Vineland, New Jersey, owed $11.6 million. The bank will receive proceeds from the club's sale after setting aside $1.6 million for costs of the Chapter 11 case, $315,000 to repay financing for the bankruptcy, and $100,000 for unsecured creditors. About Woodcrest Country Club Woodcrest Country Club, a member-owned golf club in Cherry Hill, New Jersey, filed for Chapter 11 protection (Bankr. D.N.J. Case No. 12-22055) on May 9, 2012, in Camden, New Jersey. The Debtor estimated up to $10 million in assets and liabilities in excess of $10 million. The golf course, which opened in the early 1930s, has $10.7 million in secured debt mostly owed on mortgages to Sun National Bank of Vineland, New Jersey. About $6.37 million of those claims are unsecured. There is another $1.5 million owing to trade suppliers. XZERES CORP: Hires Consultant and Advisor for Possible Sale ----------------------------------------------------------- Xzeres Corp., on April 5, 2013, entered into consulting agreement with Hofflich & Associates, Inc., to provide the Company with management support services including that related to financial reporting, budgeting, and general financing strategy. The Company has agreed to pay Hofflich Value a weekly fee in the amount of $17,500. Also on April 5, the Company also entered into an advisory agreement with Max Value Advisors, LLC, to provide the Company with strategic financial advice. The Company has agreed to pay Max Value a monthly fee in the amount of $40,000. The financial advisor will, among other things: * evaluate the Company's strategic options, including a possible sale or disposition of the Company's assets, the Company's debt capacity and alternative capital structures, and the Company's ability to raise additional equity capital; * advise the Company as its exclusive financial advisor on all aspects of a potential transaction, including timing, structure and terms; * assist the Company, if required, to draft an informational offering memorandum, and to solicit, coordinate and evaluate indications of interest regarding a Transaction; and * assist the Company with the design of any debt and equity securities or other consideration to be issued in connection with a transaction. These agreements were required by the terms of the Company's senior secured lending facility loan funded by Renewable Power Resources, LLC. Copies of the Agreements are available for free at: http://is.gd/5sX8iV http://is.gd/vTdPFD About XZERES Corp. Headquartered in Wilsonville, Oregon, XZERES Corp. designs, develops, and markets distributed generation, wind power systems for the small wind (2.5kW-100kW) market as well as power management solutions. As reported by the Troubled Company Reporter on July 3, 2012, Silberstein Ungar, PLLC, in Bingham Farms, Michigan, expressed substantial doubt about XZERES' ability to continue as a going concern, following its audit of the Company's financial position and results of operations for the fiscal year ended Feb. 29, 2012. The independent auditors noted that the Company has incurred losses from operations, has negative working capital, and is in need of additional capital to grow its operations so that it can become profitable. The Company's balance sheet at Nov. 30, 2012, showed $4.11 million in total assets, $5.13 million in total liabilities and a $1.02 million total stockholders' deficit. YARWAY CORP: Wins Approval for Logan as Claims Agent ---------------------------------------------------- Yarway Corporation obtained Court approval to employ Logan & Company, Inc., as claims and notice agent. Logan will send out certain designated notices, to maintain claims files, and maintain a claims register. Logan will be compensated in accordance with the pricing schedule agreed by the parties. For monthly storage, Logan will charge the Debtor $0.10 per creditor name per month. Logan will charge $205 per hour for Web site design and maintenance. For consulting services, professionals at Logan will charge at these hourly rates: Category Rate -------- ---------- Principal $297 Court Testimony $325 Senior Consultant $225 Statement & Schedule Preparation $220 Account Executive Support $205 Public Wesbiste Design and Maintenance $205 Data & File Conversion/Programming Support $165 Project Coordinator $140 Analyst $125 Quality Control and Audit $77 Data Entry & Other Admin. Tasks $77 Clerical Support $50 The Debtor has made an advance payment to Logan in the amount of $5,000. About Yarway Corporation Yarway Corporation sought Chapter 11 protection (Bankr. D. Del. Case No. 13-11025) on April 22, 2013, to deal with claims arising from asbestos containing products it allegedly sold as early as the 1920s. Yarway was founded in 1908 by Robert Yarnall and Bernard Waring as the Simplex Engineering Company and originally manufactured pipe clamps, steam traps, valves and controls. Based in Pennsylvania, Yarway was a privately-owned company until 1986 when KeyStone International, Inc. bought equity in the company. Yarway became a unit of Tyco International Ltd. when Tyco purchased KeyStone in 1997. Yarway's asbestos-related liabilities derive from Yarway's (i) purported use of asbestos-containing gaskets and packing, manufactured by others, in its production of steam valves and traps from the 1920s to 1970s, and (ii) alleged manufacture of expansion joint packing that was allegedly made up of a compound of Teflon and asbestos from the 1940s to the 1970s. Over the past five years, about 10,021 new asbestos claims have been asserted against Yarway, including 1,014 in Yarway's 2013 fiscal year ending March 31, 2013. The Debtor estimated assets and debts in excess of $100 million as of the Chapter 11 filing. Attorneys at Cole, Schotz, Meisel, Forman & Leonard, P.A. and Sidley Austin LLP serve as the Debtor's counsel in the Chapter 11 case. Logan and Co. is the claims and notice agent. YARWAY CORP: List of Creditors Holding Non-Asbestos Claims ---------------------------------------------------------- Yarway Corp. on April 24 filed a list of known creditors potentially holding unsecured claims, other than asbestos related claims: Entity Nature of Claim Claim Amount ------ --------------- ------------ Citrine Pool LLC Intercompany Claim $155,634,903 9 Roszel Road Princeton, NJ c/o Lars E. Neverdal Tel: (609) 720-4530 Fax: (609) 806-2290 State of Delaware Tax Liability Unknown Georgia Department of Revenue Tax Liability Unknown Iowa Dept. of Revenue Tax Liability Unknown Missouri Department of Revenue Tax Liability Unknown North Carolina Department of Revenue Tax Liability Unknown Pennsylvania Dept. Of Revenue Tax Liability Unknown The Debtor obtained approval from the Bankruptcy Court to file a list of 20 law firms representing the largest numbers of asbestos plaintiffs asserting claims against the Debtor in lieu of a list of the individual holders of the 20 largest unsecured claims. The list of the law firms representing the asbestos claimants was reprinted in the April 29, 2013 edition of the TCR. About Yarway Corporation Yarway Corporation sought Chapter 11 protection (Bankr. D. Del. Case No. 13-11025) on April 22, 2013, to deal with claims arising from asbestos containing products it allegedly sold as early as the 1920s. Yarway was founded in 1908 by Robert Yarnall and Bernard Waring as the Simplex Engineering Company and originally manufactured pipe clamps, steam traps, valves and controls. Based in Pennsylvania, Yarway was a privately-owned company until 1986 when KeyStone International, Inc. bought equity in the company. Yarway became a unit of Tyco International Ltd. when Tyco purchased KeyStone in 1997. Yarway's asbestos-related liabilities derive from Yarway's (i) purported use of asbestos-containing gaskets and packing, manufactured by others, in its production of steam valves and traps from the 1920s to 1970s, and (ii) alleged manufacture of expansion joint packing that was allegedly made up of a compound of Teflon and asbestos from the 1940s to the 1970s. Over the past five years, about 10,021 new asbestos claims have been asserted against Yarway, including 1,014 in Yarway's 2013 fiscal year ending March 31, 2013. The Debtor estimated assets and debts in excess of $100 million as of the Chapter 11 filing. Attorneys at Cole, Schotz, Meisel, Forman & Leonard, P.A. and Sidley Austin LLP serve as the Debtor's counsel in the Chapter 11 case. Logan and Co. is the claims and notice agent. YARWAY CORP: Proposes James Patton as Future Claimants' Rep ----------------------------------------------------------- Yarway Corporation is asking for an order authorizing the appointment of James L. Patton, Jr., Esq., as legal representative for future asbestos-related claimants. A hearing on the application is scheduled for May 29, 2013 at 11:00 a.m. Objections are due May 16. The Debtor presently anticipates that key elements of its plan of reorganization will be the establishment of a trust for the purpose of liquidating and paying all asbestos-related claims against the Debtor. The Debtor says the interest of current and future asbestos-related claimants must accordingly be assessed and accommodated in the Debtor's reorganization proceedings. The future claimants are persons and entities that have not yet asserted an asbestos-related personal injury claim against the Debtor but may in the future assert such a claim. Prepetition, the Debtor engaged in discussions with an ad hoc committee of five law firms representing asbestos plaintiffs asserting claims against the Debtor. Recognizing potential conflicts of interests between future claimants and those asbestos claimants who have pending claims, the Debtor engaged Mr. Patton to act as future claimants' representative effective November 2011. For his work prepetition, Mr. Patton was paid by the Debtor an hourly rate of $900 plus reimbursement of reasonable fees and expenses. Mr. Patton is chairman of Young Conaway Stargatt & Taylor, LLP and a partner in the Bankruptcy and Corporate Restructuring section of the firm. The Debtor asks the Court that the appointment of Mr. Patton be made on these terms and conditions: * The future claimants' representative will have standing to be heard as a party-in-interest in the Chapter 11 case; * Mr. Patton may retain attorneys and other professionals with prior approval from the Bankruptcy Court; and * Mr. Patton will be paid in his current hourly rate of $975, subject to filing fee applications for the allowance of compensation. About Yarway Corporation Yarway Corporation sought Chapter 11 protection (Bankr. D. Del. Case No. 13-11025) on April 22, 2013, to deal with claims arising from asbestos containing products it allegedly sold as early as the 1920s. Yarway was founded in 1908 by Robert Yarnall and Bernard Waring as the Simplex Engineering Company and originally manufactured pipe clamps, steam traps, valves and controls. Based in Pennsylvania, Yarway was a privately-owned company until 1986 when KeyStone International, Inc. bought equity in the company. Yarway became a unit of Tyco International Ltd. when Tyco purchased KeyStone in 1997. Yarway's asbestos-related liabilities derive from Yarway's (i) purported use of asbestos-containing gaskets and packing, manufactured by others, in its production of steam valves and traps from the 1920s to 1970s, and (ii) alleged manufacture of expansion joint packing that was allegedly made up of a compound of Teflon and asbestos from the 1940s to the 1970s. Over the past five years, about 10,021 new asbestos claims have been asserted against Yarway, including 1,014 in Yarway's 2013 fiscal year ending March 31, 2013. The Debtor estimated assets and debts in excess of $100 million as of the Chapter 11 filing. Attorneys at Cole, Schotz, Meisel, Forman & Leonard, P.A. and Sidley Austin LLP serve as the Debtor's counsel in the Chapter 11 case. Logan and Co. is the claims and notice agent. * Fitch Says Home Equity Credit Quality Likely to Worsen in 2014 ---------------------------------------------------------------- U.S. banks with large home equity books will face increasing credit risk next year as 10-year interest-only draw periods for many home equity line of credit (HELOC) borrowers come to an end, according to Fitch Ratings. "We regard the level of individual bank disclosure on home equity payment reset risk as generally inadequate. For those banks with relatively large home equity portfolios, disclosures were only made by a handful of rated banks in recent 10-K filings," Fitch says. HELOC borrowers generally face a reset of payment terms after 10 years, when the line of credit matures or converts to an amortizing loan requiring payments of both principal and interest. The need to fund balloon payments at maturity or increased monthly payments will lead to rising defaults when draw periods on 2004- originated HELOCs end next year. Home equity lending surged in 2004 as rapidly rising home prices led to a sharp easing of credit conditions. In 2004 alone, HELOC loans outstanding rose by 42%. Since home prices remain below 2004 levels in most parts of the country, refinancing opportunities for those borrowers are limited. Home equity loan losses have been improving since hitting a peak in late 2009, but net chargeoffs remain high. Further, ratios of loans that are either seriously delinquent or on non-accrual status continue to rise. For a detailed review of these issues and the potential credit implications for large U.S. lenders, see the special report, "U.S. Banks -- Home Equity ReSet Risk Hitting the ReSet Button in 2014," at www.fitchratings.com. * Circuit Panel Divides on Employment Claim Ownership ----------------------------------------------------- Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that a divided panel from the U.S. Court of Appeals in St. Louis ruled that damages from an employer's breach of an employment contract belong to the employee's bankrupt estate, not to the employee who had filed Chapter 7 bankruptcy. The report recounts that the employee had a contract guaranteeing three years of employment. Two days after filing bankruptcy, he was fired. He later sued. The district court dismissed the suit, concluding that the prospective wages he was suing to recover belong to the bankrupt estate, not the fired employee. According to the report, two judges on the U.S. Court of Appeals in St. Louis agreed with the district court. The majority reasoned that the guaranteed salary was a contingent property right at the time of bankruptcy and therefore belonged to the bankrupt estate. The majority reasoned that the damages weren't post-bankruptcy because they were not earned by any labor performed after bankruptcy. The report notes that Circuit Judge Kermit E. Bye dissented. He believes the damages would be related to post-bankruptcy services and thus should fall into the category of future wages belonging to a bankrupt in Chapter 7. The case is Longaker v. Boston Scientific Corp., 12-02482, 8th U.S. Circuit Court of Appeals (St. Louis). * Cramdown Approved, Mobile Home Not Considered Real Estate ----------------------------------------------------------- Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that the U.S. Court of Appeals in Cincinnati barred a lender from characterizing a mobile home as real property absent compliance with technical requirements of Ohio law. The report notes that because the Sixth Circuit in Cincinnati said the home is personal property, the bankrupt home owners were able to "cram down" on the lender. If it were real property, Section 1322 of the U.S. Bankruptcy Code would have precluded cramming down a home-mortgage lender. The report recounts that the homeowners bought the land together with a mobile home situated there. When they filed bankruptcy, about $100,000 was owed. The bankruptcy judge precluded cramdown, using a common-law theory that the improvements became affixed to the land. A district judge reversed. According to the report, the circuit court found failure to comply with Ohio law requiring the home be affixed to a permanent foundation and the title surrendered to the county clerk. The title never had been surrendered. The appeals court ruled that a common-law fixture analysis could not be used to make up for a failure to follow Ohio law on mobile homes. The case is Wallingford v. Green Tree Servicing LLC (In re Wallingford), 12-04174, 6th U.S. Circuit Court of Appeals (Cincinnati). * No Homestead Exemption Without Equity in Property --------------------------------------------------- Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that a bankrupt couple with no equity in a home weren't entitled to claim a homestead exemption when an underwater, second-lien lender carved out $28,000 for the bankruptcy trustee. The report recounts that the couple owned a home encumbered with two mortgages totaling $670,000. The trustee found a buyer to pay about $500,000. The second-lien lender objected to the sale and reached a settlement where the junior mortgagee received the surplus after paying off the first mortgage, less the brokerage fee, closing costs and $28,000 going to the trustee as carve-out under Section 506(c) of the Bankruptcy Code. The bankrupts claimed a $21,600 homestead exemption in the carve-out. The bankruptcy judge denied the exemption. According to the report, on appeal, U.S. District Judge Robert H. Cleland in Detroit upheld the bankruptcy court, relying on hornbook law that exemptions are subordinate to valid liens on the property. Since the second lien wasn't satisfied, Judge Cleland said there was no property to which the homestead exemption could attach. The case is Baldridge v. Ellman (In re Baldridge), 12-14612, U.S. District Court, Eastern District of Michigan (Detroit). * GASB Publishes Statement for Nonexchange Financial Guarantees --------------------------------------------------------------- The Governmental Accounting Standards Board (GASB) on April 30 published a new Statement that provides accounting and financial reporting guidance to state and local governments that offer nonexchange financial guarantees and for governments that receive nonexchange financial guarantees on their obligations. The pronouncement, which was approved on April 22, is available to download at no charge on the GASB website. GASB Statement No. 70, Accounting and Financial Reporting for Nonexchange Financial Guarantees, requires a state or local government guarantor that offers a nonexchange financial guarantee to another government, organization, or individual to recognize a liability on its financial statements when it is more likely than not that the guarantor will be required to make a payment to the obligation holders under the agreement. Statement 70 also requires: -- A government guarantor to consider qualitative factors when determining if a payment on its guarantee is more likely than not to be required. Such factors may include whether the issuer of the guaranteed obligation is experiencing significant financial difficulty or initiating the process of entering into bankruptcy or financial reorganization. -- An issuer government that is required to repay a guarantor for guarantee payments made to continue to report a liability unless legally released. When a government is released, the government would recognize revenue as a result of being relieved of the obligation. -- A government guarantor or issuer to disclose information about the amounts and nature of nonexchange financial guarantees. The requirements of this Statement are effective for reporting periods beginning after June 15, 2013. Early application of the standard is encouraged. Bound copies of the Statement will be available for purchase on May 9 via the GASB Store. About the Governmental Accounting Standards Board The GASB is the independent, not-for-profit organization formed in 1984 that establishes and improves financial accounting and reporting standards for state and local governments. Those standards govern the preparation of financial reports and are officially recognized as authoritative by U.S. state and local governments and the American Institute of Certified Public Accountants. Its seven members are drawn from the Board's diverse constituency, including preparers and auditors of government financial statements, users of those statements, and members of the academic community. More information about the GASB can be found at its website, http://www.gasb.org * Rating Cuts Continue for Public Finance Sector in 1st Quarter --------------------------------------------------------------- Downgrades continued to prevail among US public finance rating actions in the first quarter of 2013, making up 83% of the rating changes, says Moody's Investors Service. The total par amount of debt downgraded, however, dropped from $95 billion the previous quarter to $27 billion, the lowest amount since the fourth quarter of 2011. Upgraded debt in the first quarter increased from $4.2 billion in fourth quarter 2012 to $10 billion, the highest quarterly total since the fourth quarter of 2010, according to Moody's "US Public Finance Rating Revisions for Q1 2013: High Pace Of Downgrades Continues, Though Par Amount Is Lowest Since Q4 2011." Local governments dominated both upgrades and downgrades during the first quarter, with 26 upgrades on $7.4 billion in debt and 144 downgrades on $18.7 billion in debt. Eighty-five percent of rating actions during the quarter were downgrades. In the final quarter of 2012 there were 21 local government upgrades on $2.0 billion in debt and 104 local government downgrades on $15.6 billion in debt. "We expect rating activity to continue to be skewed toward downgrades over 2013 as local governments continue to struggle with increasing pension and health care costs and constraints on key property tax and state aid revenue sources," says Moody's Assistant Vice President and Analyst Eileen Hawes. "Sluggish economic and revenue growth persist in other sectors, including state governments, infrastructure enterprises, and not-for-profit organizations." Moody's review of the ratings of California's cities and counties dictated much of the rating activity during the first quarter, resulting in approximately $19 billion in downgrades and over $7 billion in upgrades. The downgrade of six issuers with large amounts of debt made up over 53% of the first-quarter downgrades. The largest downgrade during the quarter was on revenue bonds of the Dallas Fort Worth International Airport Board, TX, which Moody's downgraded to A2/Stable from A1/Negative, affecting $4.9 in total debt. Approximately 55% of the first-quarter upgrades affected two issuers in California, the City of Los Angeles (CA)'s general obligation bonds to Aa2 from Aa3 ($3.3 billion), and the City and County of San Francisco to Aa1 from Aa2 ($2.2 billion). Moody's continues to have a negative outlook on most public finance sectors. "Despite first quarter real GDP growth and a recovering housing market, the economy has not experienced enough sustained growth to reverse the negative trend in the US public finance sector," says Moody's Hawes. * More Companies Feeling Stress of Slow Economy, April CMI Shows ---------------------------------------------------------------- The Credit Managers' Index (CMI) from the National Association of Credit Management (NACM) for April fell to levels not seen in over a year, reflecting the sluggishness of the overall economy. The 53.3 mark is the lowest in over 16 months, the same weak levels seen in the "spring swoon" of 2012. The reading is still in expansion territory, but it is certainly heading in the wrong direction. There are some positive notes, but for the most part the data shows an economy struggling with dual issues: the favorable factors, which signal growth, are not offering encouragement, and the unfavorable factors, which indicate whether companies are in a credit crisis, are exhibiting weakness. For the favorable factor index, the sales number was a potential bright spot, gaining slightly over last month (from 57.4 to 58.3). In general, the data over the last 12 months was relatively consistent, ranging from a high of 62 in August 2012 to a low of 56.7 in December. The bad news is that those readings of 60 and above were from the beginning of last year until the end of summer. Since then, they have slipped into the high to mid-50s. New credit applications changed very little from last month (from 56.9 to 56.5). This suggests that companies are still seeking to expand and are asking for credit, and the data is consistent with other data emerging on capital expenditure decisions since the first of the year. Most of the organizations that track capital expenditure report a steady increase, but no spectacular expansion thus far. Dollar collections also remained relatively stable (from 57.7 to 57.2). The most significant drop in favorable factors was in amount of credit extended (from 61.6 to 60.8). Although nearly a one-point decline, the more important point is that the category remains above 60, and thus far is the only factor consistently in this range. It has not dipped below 60 in over a year, indicating that plenty of companies are extending credit to creditworthy applicants. The overall favorable factor index retreated only slightly (from 58.4 to 58.2), but is one of the lower readings from the past year. The only month with a weaker performance was October, which saw a rebound back above 60 in November. Few expect to see that development this time. "The real damage to the CMI came from the unfavorable factors," said NACM Economist Chris Kuehl, PhD. "Many companies are now feeling the stress of the slow economy this year." The index of unfavorable factors fell more than a point (from 51.4 to 50), and is dangerously close to slipping into contraction territory. The index has not been this low since July 2012. Accounts placed for collection actually improved (from 49.7 to 50.1), as did disputes (from 48.3 to 48.5), which counts as stable even though the reading is below 50. On the reverse side, rejections of credit applications slipped (from 51.9 to 51.6), but not dramatically. Filings for bankruptcy also slipped (from 57.3 to 56), but remains firmly in the mid-50s. The most dramatic declines were in dollar amount beyond terms (from 51.2 to 47) and amount of customer deductions (from 49.9 to 46.8). "The collapse in dollar amount beyond terms signals that many companies have entered the danger zone," said Mr. Kuehl. "The sense is that many companies are now on the brink of real trouble, and if the economy continues to stall, there will be some overt business collapse in the next quarter or two." The complete CMI report for April 2013 contains more commentary, complete with tables and graphs. CMI archives may also be viewed on NACM's website. About the National Association of Credit Management NACM, headquartered in Columbia, Maryland, supports more than 15,000 business credit and financial professionals worldwide with premier industry services, tools and information. NACM and its network of affiliated associations are the leading resource for credit and financial management information, education, products and services designed to improve the management of business credit and accounts receivable. NACM's collective voice has influenced federal legislative policy results concerning commercial business and trade credit to our nation's policy makers for more than 100 years, and continues to play an active part in legislative issues pertaining to business credit and corporate bankruptcy. Its annual Credit Congress is the largest gathering of credit professionals in the world. * Two Bank Failures Bring Total in 2013 to Ten ---------------------------------------------- Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that banks in Georgia and North Carolina were taken over by regulators on April 26, bringing total bank failures so far this year to 10. The branches and deposits were transferred to other banks. Douglas Bank from Douglas, Georgia, failed with four branches and $314.3 million in deposits. The failure cost the Federal Deposit Insurance Corp. $86.4 million. Parkway Bank in Lenoir, North Carolina, also failed. It had $103.7 million in deposits. The failure cost the FDIC $18.1 million. List of Failed Banks In 2012, there were 51 bank failures compared to 92 failed banks in 2011, 157 in 2010, 140 in 2009 and just 25 for 2008. The failures in 2010 were the most since 1992, when 179 institutions were taken over by regulators. For 2013, the failed banks are: Loss-Share Transaction Party FDIC Cost Assets of Bank That Assumed to Insurance Closed Bank Deposits & Bought Fund Closed Bank (millions) Certain Assets (millions) ----------- ----------- ----------------- ------------ Douglas County Bank $316.5 Hamilton State Bank $86.4 Parkway Bank $108.6 CertusBank, N.A. $18.1 Chipola Community Bank $39.2 First Federal Bank $10.3 Heritage Bank of N Fla. $110.9 FirstAtlantic Bank $30.2 First Federal Bank $100.1 Your Community Bank $9.7 Gold Canyon Bank $45.2 First Scottsdale Bank $11.2 Frontier Bank $258.8 HeritageBank of the S. $51.6 Covenant Bank $58.4 Liberty Bank and Trust $21.8 1st Regents Bank $50.2 First Minnesota Bank $10.5 Westside Community Bank $97.7 Sunwest Bank $20.3 A complete list of banks that failed since 2000 is available at: http://www.fdic.gov/bank/individual/failed/banklist.html 694 Banks in Problem List The FDIC's Quarterly Banking Profile for the quarter ended Sept. 30, 2012, says that the number of institutions on the FDIC's "Problem List" declined to 694 from 732, and total assets of "problem" institutions fell from $282.4 billion to $262.2 billion. This is the smallest number of "problem" institutions since third quarter 2009. The FDIC defines "problem" institutions as those with financial, operational or managerial weaknesses that threaten their viability. The Deposit Insurance Fund (DIF) increased by $2.5 billion to $25.2 billion during the third quarter. Estimated insured deposits increased by 2.3%. The DIF reserve ratio was 0.35% at Sept. 30, 2012, up from 0.32% at June 30, 2012, and 0.12% at Sept. 30, 2011. Problem Institutions Failed Institutions -------------------- ------------------- Year Number Assets (Mil) Number Assets (Mil) ---- ------ ------------ ------ ------------ As of Q3 of 2012 694 $262,000 43 $9,500 2011 813 $319,432 92 $34,923 2010 884 $390,017 157 $92,085 2009 702 $402,800 140 $169,700 2008 252 $159,405 25 $371,945 2007 76 $22,189 3 $2,615 2006 50 $8,265 0 $0 2005 52 $6,607 0 $0 2004 80 $28,250 4 $170 Federal regulators assign a composite rating to each financial institution, based upon an evaluation of financial and operational criteria. The rating is based on a scale of 1 to 5 in ascending order of supervisory concern. "Problem" institutions are those institutions with financial, operational, or managerial weaknesses that threaten their continued financial viability. Depending upon the degree of risk and supervisory concern, they are rated either a "4" or "5." The number and assets of "problem" institutions are based on FDIC composite ratings. Prior to March 31, 2008, for institutions whose primary federal regulator was the OTS, the OTS composite rating was used. * Deloitte Unveils Poll Data on Executive Management in Turnaround ------------------------------------------------------------------ Deloitte released poll data gathered on the subject of executive management during a turnaround or bankruptcy. The poll results show that communication is overwhelmingly ranked as the most important leadership principle during a time of change (43 percent), yet that corporate leadership teams are reluctant to update employees during crises (25.6 percent). The poll was conducted among 1,200 professionals from industries including financial services; consumer and industrial products; and technology, media and telecommunications. A copy of the full results of the poll is available at: http://is.gd/ljScZo About Deloitte CRG Deloitte Corporate Restructuring Group (Deloitte CRG) is a provider of financial and operational restructuring services, turnaround and performance management, trustee services and bankruptcy support services to underperforming companies and their advisors, lenders, investors, courts and other stakeholders. * Keith Phillips to Succeed Tice as Judge in Richmond ----------------------------------------------------- Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that U.S. Bankruptcy Judge Douglas O. Tice Jr. in Richmond, Virginia, will retire from the bench on June 30 after serving 26 years. Keith L. Phillips, a Richmond bankruptcy lawyer, was named last week by the U.S. Court of Appeals in Richmond to replace Tice. Phillips is expected to assume the bench several months after Tice steps down, the circuit court said in a statement. * Theodore Laufik Joins Resilience Capital as CFO ------------------------------------------------- Private equity firm Resilience Capital Partners on Tuesday announced the addition of Theodore Laufik, as Chief Financial Officer and Chief Compliance Officer, Robert Northrop, as Senior Vice President - Operations Group, and the promotions of Michael Cavanaugh to Partner and Megan McPherson to Vice President. Ted Laufik joins Resilience with more than 25 years of private equity experience with Morgenthaler and Foundation Medical Partners. Ted began his career with Deloitte LLP and is a Certified Public Accountant. During his career Ted has helped raise $3.0 Billion of investment capital and has provided financing to over 350 companies across several industries. Ted was responsible for deal structuring and execution, investor relations, strategic planning, financial reporting, management information systems and other administrative functions at Morgenthaler. Ted has been both an officer and board member of several private companies. Ted holds an MBA and BBA from Cleveland State University. "Ted's tremendous background and depth of experience will be an invaluable asset to our Firm. His experience in both private equity administration and investor relations positions us very well as we continue to focus on our long term growth plans," said Bassem Mansour, Co-CEO, Resilience. Rob Northrop joins Resilience's Operations Team as Senior Vice President focused on supporting the implementation of value creation plans and operational support across Resilience's portfolio companies. Prior to joining Resilience, Rob was an Associate Partner with McKinsey & Company in Cleveland, Ohio. Rob has specialized in serving industrial companies in pricing and sales; lean operations and supply chain; and strategy engagements. Prior to McKinsey, Rob served as the Director of Client Services for Tallan, an information technology consulting firm that specializes in developing custom software solutions for businesses. In this capacity, Robert was responsible for running Tallan's Midwest division. Robert holds his MBA from the University of Virginia Darden Graduate School of Business, and his BS from Northwestern University. "Rob's expertise and experience at McKinsey will be a valuable resource to the Firm as it performs due diligence and underwriting support on new investment opportunities and as an interim support resource to Resilience portfolio companies," said Ulf Buergel, Operating Partner, Resilience. "As our Firm has grown over the past 12 years we would also like to recognize the tremendous contributions made by Mike Cavanaugh and Megan McPherson. Both have played key roles on our investment team," said Steven Rosen, Co-CEO, Resilience. "Mike's leadership and experience in evaluating new investment opportunities and working with management teams as well as Megan's comprehensive support and keen analytical skills have contributed to our success," added Steve Rosen. Michael Cavanaugh first joined Resilience in 2006 and is responsible for deal origination, investment due diligence and portfolio company oversight. Prior to joining Resilience, Michael was a turnaround consultant at Conway MacKenzie, an M&A attorney at Kaye Scholer and a distressed securities trader and investment banker at Merrill Lynch. Michael earned a J.D. from the University of Michigan Law School, an M.B.A. from the University of Michigan Business School and a B.A. from Columbia University. Michael also holds the CPA/ABV and CTP designations. Megan McPherson joined Resilience in 2007. Her responsibilities include investment due diligence, transaction execution, and monitoring of portfolio companies. Prior to Resilience, Megan worked in corporate and investment banking at KeyBanc Capital Markets. Megan received a Bachelor of Business Administration from the University of Notre Dame. Megan is active with several nonprofit organizations in Cleveland. Headquartered in Cleveland, Ohio, Resilience Capital Partners -- http://www.resiliencecapital.com/-- invests in niche-oriented manufacturing, distribution and business service companies with sustainable market positions and a clear path to cash flow improvement. Resilience targets platform businesses with $25 million to $250 million in revenues across a broad range of industries where it can improve a company's operations, competitive positioning and profitability. Since its inception in 2001, Resilience has invested in 28 companies under 20 platforms. Its portfolio companies today employ more than 5,000 people in 14 states and collectively represent over $2 billion in revenues. Resilience manages in excess of $320 million for its global investor base which includes pension funds, insurance companies, foundations and endowments, fund of funds, wealth managers, and investment consultants. * Upcoming Meetings, Conferences and Seminars --------------------------------------------- June 13-16, 2013 AMERICAN BANKRUPTCY INSTITUTE Central States Bankruptcy Workshop Grand Traverse Resort, Traverse City, Mich. Contact: 1-703-739-0800; http://www.abiworld.org/ July 11-13, 2013 AMERICAN BANKRUPTCY INSTITUTE Northeast Bankruptcy Conference Hyatt Regency Newport, Newport, R.I. Contact: 1-703-739-0800; http://www.abiworld.org/ July 18-21, 2013 AMERICAN BANKRUPTCY INSTITUTE Southeast Bankruptcy Workshop The Ritz-Carlton Amelia Island, Amelia Island, Fla. Contact: 1-703-739-0800; http://www.abiworld.org/ Aug. 8-10, 2013 AMERICAN BANKRUPTCY INSTITUTE Mid-Atlantic Bankruptcy Workshop Hotel Hershey, Hershey, Pa. Contact: 1-703-739-0800; http://www.abiworld.org/ Aug. 22-24, 2013 AMERICAN BANKRUPTCY INSTITUTE Southwest Bankruptcy Conference Hyatt Regency Lake Tahoe, Incline Village, Nev. Contact: 1-703-739-0800; http://www.abiworld.org/ Oct. 3-5, 2013 TURNAROUND MANAGEMENT ASSOCIATION TMA Annual Convention Marriott Wardman Park, Washington, D.C. Contact: http://www.turnaround.org/ Nov. 1, 2013 AMERICAN BANKRUPTCY INSTITUTE NCBJ/ABI Educational Program Atlanta Marriott Marquis, Atlanta, Ga. Contact: 1-703-739-0800; http://www.abiworld.org/ Dec. 2, 2013 BEARD GROUP, INC. 20th Annual Distressed Investing Conference The Helmsley Park Lane Hotel, New York, N.Y. Contact: 240-629-3300 or http://bankrupt.com/ Dec. 5-7, 2013 AMERICAN BANKRUPTCY INSTITUTE Winter Leadership Conference Terranea Resort, Rancho Palos Verdes, Calif. Contact: 1-703-739-0800; http://www.abiworld.org/ The Meetings, Conferences and Seminars column appears in the Troubled Company Reporter each Wednesday. Submissions via e-mail to conferences@bankrupt.com are encouraged. ********* 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 ***