/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/130607.mbx T R O U B L E D C O M P A N Y R E P O R T E R Friday, June 7, 2013, Vol. 17, No. 156 Headlines 23 EAST: Plan of Liquidation Effective, Chapter 11 Case Closed 30DC INC: Late-Filed Fiscal 2012 Report Shows $32,000 Profit ALLIED SYSTEMS: Creditors in Mediation Over Sale Process AMARU INC: $102K Profit in 2012; Going Concern Doubt Raised AMERICAN AIRLINES: $1.6-Bil. Deal with Unsecureds Approved AMERICAN AIRLINES: Wins OK to Use Cash to Pay U.S. Bank AMERICAN AIRLINES: Agrees to Assume Citibank Contracts AMERICAN AIRLINES: Wants Jan. 28 Deadline for Nashville Pacts AMERICAN AIRLINES: Proposes Linklaters as Special Counsel AMERICAN AIRLINES: Seeks to Expand Ford Harrison Work AMERICAN GREETINGS: S&P Retains 'B+' CCR on CreditWatch Negative ARCHDIOCESE OF MILWAUKEE: Wis. DOT Allowed to Acquire Property ARCHDIOCESE OF MILWAUKEE: Reaches Deal on Docs Publication ARCHDIOCESE OF MILWAUKEE: Sex Abuse Victim Seeks Ruling Review ARROW ALUMINUM: Shots Back at IRS Objection to Cash Collateral Use ARROW ALUMINUM: Has Authority to Employ Harris Shelton as Counsel BERGENFIELD SENIOR: Files Schedules of Assets & Liabilities BIG M: U.S. Trustee Amends Composition of Creditors Panel BIG M: Gets Court's Nod to Sell Assets to YM LLC for $5 Million BOSTON BIOMEDICAL: Moody's Keeps Caa3 Bonds Rating under Review BOWLMOR AMF: S&P Assigns Prelim. 'B' Rating to $260MM Facilities BREF HR: Late-Filed 2011 Report Shows $66-Mil. Net Loss CALIBRE ACADEMY: Fitch Keeps Revenue Bonds on Rating Watch Neg. CAMCO FINANCIAL: CEO to Get Bonus for Regulatory Compliance CANCER GENETICS: Reports $2.4-Mil. Net Income in First Quarter CASCADE AG: Can Hire Don Gustafson as Real Estate Appraiser CELESTE MINING: Gets Formal Notice of Default on Behalf of CML CITYCENTER HOLDINGS: Moody's Raises Corp. Family Rating to Caa1 CLEAR CHANNEL: Term Lenders Extend Maturity of Loans to 2019 COLDWATER PORTFOLIO: Using Prepacked Procedure in Non-Prepack COLUMBUS EXPLORATION: Two Creditors Want Case Dismissed CONTOURGLOBAL POWER: Moody's Corrects May 30 Ratings Release CONVERTED ORGANICS: Completes Acquisition of Finjan CUMULUS MEDIA: No Amounts Outstanding Under 2011 Credit Pact DEAN FOODS: S&P Raises Rating on $1BB Sec. Revolver Debt to 'BB' DECISION DIAGNOSTICS: Incurs $932K Net Loss in First Quarter DETROIT PUBLIC SCHOOLS: Moody's Cuts Issuer rating to 'B2' DEX ONE: Suspending Filing of Reports with SEC DYNCORP INT'L: Moody's Rates Revised Bank Facility 'Ba2' DYNCORP INT'L: S&P Affirms 'B+' CCR & Revises Outlook EASTMAN KODAK: Seeks Approval to Hire Buck as Actuarial Consultant EASTMAN KODAK: Gets Approval to Reject Contracts With CSI, et al. EDISON MISSION: Sec. 341(a) Meeting Scheduled for June 20 EMERITO ESTRADA: Files Chapter 11 in Puerto Rico EPAZZ INC: Incurs $1.9 Million Net Loss in 2012 EVANS & SUTHERLAND: Shareholders Elect Two Directors EVERGREEN ACQCO1: S&P Corrects Rating; Rates $75MM Revolver 'B' EVERGREEN OIL: Files Schedules of Assets & Liabilities EXIDE TECHNOLOGIES: Said to Be Preparing Ch.11 Filing by September EXIDE TECHNOLOGIES: Director Dominic Pileggi Resigns FLUX POWER: CEO and CFO OK Temporary Salary Reduction FNBH BANCORP: Tim Westran a 5% Shareholder as of May 31 GMX RESOURCES: Kenworthy Out as CEO; Dave Baggett Takes Over GOOD SAMARITAN: Moody's Cuts Rating on $64.5MM Bonds to 'B1' HARRON COMMUNICATIONS: S&P Rates $465MM Sr. Secured Debt 'BB' HD SUPPLY: BofA, et al., Commit to Amend $1.5BB ABL Credit Pact HERCULES OFFSHORE: Repurchase Offer Expires; $61MM Notes Tendered HERMES FINANCIAL: In Default of TSX Venture Exchange's Policies HIGHWAY TECHNOLOGIES: Final DIP Hearing on June 10 HIGHWAY TECHNOLOGIES: Seeks OK for Pachulski, Imperial Hiring HORIZON LINES: Names Bill Hamlin as EVP and COO HUDBAY MINERALS: Moody's Lowers Corp. Family Rating to 'B3' IGPS COMPANY: Files Chapter 11 to Sell Assets to Balmoral Group INTERLEUKIN GENETICS: Has No Outstanding Preferred Stock INSPIREMD INC: Inks Master Services Agreement with Medpace IZEA INC: Director Extends Maturities of Notes to Aug. 31 IZEA INC: Distributes Company Overview to Outside Parties JACKSONVILLE BANCORP: Amends Form S-1 Preliminary Prospectus JEFFERSON COUNTY: JPMorgan Takes Larger Loss Than Others JEH COMPANY: Seeks to Use Frost Bank Cash Collateral JEH COMPANY: Proposes Griffith Jay as Bankruptcy Counsel JERRY'S NUGGET: June 12 Hrg. on Conway MacKenzie Employment App. KIT DIGITAL: Taps Bracewell as Lead Restructuring Counsel KODIAK OIL: S&P Puts 'B' Corp. Credit Rating on CreditWatch Pos. LIFE UNIFORM: Meeting to Form Creditors Panel Set for June 11 LIFE UNIFORM: Taps Epiq as Claims and Noticing Agent LIFECARE HOLDINGS: Corporate Name Changed to ICL Holding LIGHTSQUARED INC: Seeks to Hire Jefferies as Exit Loan Arranger LINDSAY GENERAL: Wants Use of Cash Collateral Extended MAKENA GREAT: Case Conversion & Cash Collateral Hearing on June 25 MALAGA INC: Files Bankruptcy Proposal Under BIA in Canada MEADE INSTRUMENTS: Incurs $3.7-Mil. Net Loss in Fiscal 2013 METROGAS SA: Reports ARS447-Mil. Net Loss in First Quarter MINERALRITE CORP: Incurs $224K Net Loss in First Quarter MISSION NEW ENERGY: KNM Seeks Damages Over Winding Up Petition MPM TECHNOLOGIES: Names Interim CEO and CFO NATIVE WHOLESALE: Taps Cuddy & McCarthy for New Mexico Action NEWLAND INTERNATIONAL: Can Use Cash Collateral Until Today NOVA CHEMICALS: Fitch Upgrades Issuer Default Rating to 'BB+' OCEAN 4660: Lauderdale Beachside Hotel Owner in Chapter 11 OCEAN 4660: Proposes Genovese Joblove as Counsel OCEAN 4660: RKJ Provides CRO, CFO to Manage Hotel OCEAN 4660: Case Summary & 20 Largest Unsecured Creditors OFFICE DEPOT: Moody's Says Sale of Mexican JV is Credit Positive OVERSEAS SHIPHOLDING: Franklin No Longer Owns Shares PACIFIC BOOKER: Incurs $1-Mil. Net Loss in Fiscal Year 2013 PACIFIC THOMAS: Ch. 11 Trustee Can Employ DSI as Consultant PACIFIC THOMAS: Ch. 11 Trustee Can Employ Brian Collins as Broker PANAVISION INC: Defaults on Second-Lien Debt, Lawyers Say PARKWAY PROPERTIES: Bankruptcy Administrator Recommends No Panel PARKWAY PROPERTIES: Lenox Mortgage Wants Case Dismissal PARKWAY PROPERTIES: Seeks Reconsideration of Cash Use Denial Order PLAZA VILLAGE: Court to Hear Bids to Dismiss Case on July 8 PLAZA VILLAGE: PHM Says Case Should be Dismissed PLAZA VILLAGE: Hires Andrew H. Griffin as General Counsel PLAZA VILLAGE: Wants to Tap Mountain Lakes as Senior Living Mgr. PLUG POWER: Air Liquide to Resell 12.1 Million Common Shares PLY GEM: Moody's Raises Corp. Family Rating to 'B3' PONTIAC CITY: Moody's Lowers GOULT Issuer Rating to 'B3' POWERWAVE TECHNOLOGIES: Can Tap Goldberg Lowesntein as IP Counsel PREMIER HOLDING: Reports $466K Net Income in First Quarter PRIMCOGENT SOLUTIONS: Can Use ORIX's Cash Collateral Until June 13 PRESIDENTIAL REALTY: Baker Tilly is New Accounting Firm QUICKSILVER RESOURCES: S&P Assigns 'CCC+' Rating to $200MM Notes RESIDENTIAL CAPITAL: June 26 Hearing on Berkshire Bid to Unseal RESIDENTIAL CAPITAL: Wants to Enforce Stay on Navarro Suit RESIDENTIAL CAPITAL: FHFA's Appeal Dismissed as Moot REVSTONE INDUSTRIES: Angle Advisors Can Assist in Greenwood Sale REVSTONE INDUSTRIES: Can Employ Kirkland & Ellis as Counsel RG STEEL: to Reject Contracts With Timken Industrial ROTECH HEALTHCARE: Seeks to Extend Schedules & Statements Filing ROTECH HEALTHCARE: Shareholders Panel Retains Professionals ROTECH HEALTHCARE: Committee Has Otterbourg as Counsel SABINE OIL: S&P Lowers Rating on Sr. Sec. 2nd-Lien Debt to 'B-' SAN DIEGO HOSPICE: Creditors May File Claims Thru June 27 SCOTTSDALE VENETIAN: Taps Charles B. Foley as Accountant SCHOOL SPECIALTY: Seeks to Expand A&M's Scope of Services SEANERGY MARITIME: Ernst & Young Raises Going Concern Doubt SEVEN COUNTIES: Has OK to Use Cash Collateral; Hearing on June 13 SEVEN COUNTIES: Hires Lin Bell & Associates as Appraiser SEVEN COUNTIES: Can Employ Seiller Waterman as Counsel SEVEN COUNTIES: Taps Hall Render for Software System SINCLAIR BROADCAST: D. Smith Held 27.6% Class A Shares at May 15 SOFTLAYER HOLDINGS: Moody's Retains B1 CFR Over Pending Sale Deal SPANISH PEAKS: CrossHarbor Buys Another Montana Ski Resort STELLAR BIOTECH: Incurs $3.6-Mil. Net Loss in March 31 Quarter STREAMTRACK INC: Amends Form 10-K; Net loss Increased $261K SUMMIT MIDSTREAM: Moody's Rates New Notes B3 & Assigns B1 CFR SUMMIT MIDSTREAM: S&P Assigns 'B+' Corporate Credit Rating SYNAGRO TECHNOLOGIES: Names CRO, Taps Chap. 11 Professionals TARGET ACQUISITIONS I: Incurs $382K Net Loss in First Quarter TELIPHONE CORP: Incurs $539K Net Loss in Fiscal 2013 Q2 T-L BRYWOOD: Has Interim OK to Use Cash Collateral Until July 31 TESORO LOGISTICS: Moody's Changes Outlook to Pos & Affirm Ba3 CFR THERAPEUTICSMD INC: Copy Presentation to Investors TPO HESS: Taps Young Conaway as General Bankruptcy Counsel TPO HESS: Hires Paul Weiss as Transactions Counsel TPO HESS: Proposes Houlihan as Financial Advisor TRAVELPORT LIMITED: Wants to Raise $1.6BB From Credit Refinancing TRIAD GUARANTY: Seeks to Limit Trading to Protect NOLs UNI-PIXEL INC: Features UniBoss at Computex Taipei in Taiwan UNITEK GLOBAL: Extends Forbearance Agreement With Lenders UNITEK GLOBAL: Standstill Periods Set to Expire June 6 UNIVERSITY GENERAL: MKA Replaces Crowe Horwath as Accountants US AIRWAYS: S&P Assigns 'B' Rating to 2012-2 Class C $100MM Certs VINTAGE CONDOMINIUMS: Submits List of Top Unsecured Creditors VISIONCHINA MEDIA: Deloitte Touche Raises Going Concern Doubt VISUALANT INC: Pays $285,000 to Gemini Master VYCOR MEDICAL: Fountainhead Held 67.1% Equity Stake at May 20 WALTER ENERGY: Moody's Rates Proposed $1.6BB Bank Debt at 'Ba3' WESTINGHOUSE AIR: Moody's Ups Rating on $150MM Sr. Notes From Ba1 WESTINGHOUSE SOLAR: Has Supply Agreement with EEG WYLE SERVICES: S&P Lowers Corp. Credit Rating to 'B' YANKEE CANDLE: Moody's Assigns B1 Rating to New $950MM Term Loan YANKEE CANDLE: S&P Assigns B Rating to Proposed $950MM Term Loan ZOGENIX INC: Cuts Workforce by 37 Percent * Moody's Withdraws Ratings on 22 Former CA Authorities Tax Bonds * Moody's Revises Outlook to Positive for U.S. Mortgage Insurers * Supreme Court to Decide on Final Decision from District Judge * Circuit Judge Jones Accused of Making Racially Biased Remarks * LPS Says Judicial States' Foreclosure Sales Rate Hit Record High * May Bankruptcies in U.S. Still Showing Signs of Bottom * BOOK REVIEW: Jacob Fugger the Rich: Merchant and Banker of Augsburg, 1459-1525 ********* 23 EAST: Plan of Liquidation Effective, Chapter 11 Case Closed -------------------------------------------------------------- The U.S. Bankruptcy Court for the Southern District of New York entered a final decree closing the Chapter 11 case of 23 East 39th Street Developers, LLC. The Debtor has directed that the final payment of quarterly fees due to the Office of the U.S. Trustee through the first quarter of 2013 for $5,525 be made. The Court has been informed that the Plan of Liquidation for the Debtor has been consummated. As reported in the Troubled Company Reporter on Jan. 16, 2013, the Court granted conditional approval to the proposed disclosure statement describing secured creditors SLC2 Holdings LLC and Seaway Capital Corp.'s Plan of Liquidation for 23 East 39th Street Developers, LLC, dated Nov. 30, 2012. The Plan provides for the liquidation of the Debtor through a sale of the Debtor's real property and improvements thereon located at 23 East 39th Street, in New York, subject to higher or better bids to be made at an auction to be conducted by SLC2 and Seaway prior to the confirmation hearing. A copy of the Disclosure Statement describing the Secured Creditors' Plan of Liquidation for the Debtor is available at http://bankrupt.com/misc/23east.doc78.pdf About 23 East 39th Street 23 East 39th Street Developers LLC filed a Chapter 11 petition (Bankr. S.D.N.Y. Case No. 12-11304) on March 30, 2012. The Debtor estimated assets and debts of $10 million to $50 million as of the Chapter 11 filing. The Debtor is a limited liability company that was formed to purchase real property and improvements thereon located at 23 East 39th Street, in New York City. The Property is encumbered by a first mortgage in the principal sum of $7,250,000 in favor of SLC2 Holdings LLC, as assignee of JPMorgan Chase Bank N.A., successor in interest to Washington Mutual N.A. and a second mortgage in favor of Seaway Capital Corp. as assignee of Madison Exchange LLC in the principal sum of $1,150,000. The Property consists of a vacant six story townhouse building. The Property was originally acquired by the Debtor for the sum of $10,400,000 on Oct. 9, 2007. Judge Robert E. Gerber oversees the case. James O. Guy, Esq., in Clifton Park, New York, serves as counsel to the Debtor. 30DC INC: Late-Filed Fiscal 2012 Report Shows $32,000 Profit ------------------------------------------------------------ 30DC, Inc., filed with the U.S. Securities and Exchange Commission on June 3 its annual report for the fiscal year ended June 30, 2012. The document shows net income of $32,207 on $2.91 million of total revenue for fiscal 2012 as compared with a net loss of $1.44 million on $1.89 million of total revenue the year before. As of June 30, 2012, the Company had $2.83 million in total assets, $3 million in total liabilities and a $165,270 total stockholders' deficiency. Marcum LLP, in New York, 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 a working capital deficit and stockholders' deficiency as of June 30, 2012. 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/38mlVC About 30DC Inc. New York-based 30DC, Inc., provides Internet marketing services and related training to help Internet companies in operating their businesses. It operates in two divisions, 30 Day Challenge and Immediate Edge. ALLIED SYSTEMS: Creditors in Mediation Over Sale Process -------------------------------------------------------- Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that auto hauler Allied Systems Holdings Inc. said that warring creditor factions are in mediation attempting to find "common ground" on how the company can be sold. Meanwhile, Allied for a fifth time is seeking an expansion of the exclusive right to propose a Chapter 11 plan. According to the report, bondholders affiliated with Black Diamond Capital Management LLC and Spectrum Group Management LLC won a victory over Allied's controlling shareholder Yucaipa Cos. when a New York state court ruled that Yucaipa is ineligible to vote its first-lien debt in giving instruction to the indenture trustee. The report notes that as a result, Allied filed papers designed to set up auction and sale procedures where first-lien bondholders would make the first bid at auction. According to Allied, other secured lenders and the official unsecured creditors' committee raised "substantial objections," leading to mediation and deferral of the hearing for approval of sale procedures. Allied arranged a hearing on July 8 for a three-month expansion of exclusive plan- filing rights until Sept. 4. The report relates that the Black Diamond-Spectrum group was offering to take ownership for $70 million, including cash to pay off financing for the Chapter 11 case, cash to wind down the Chapter 11 case, as much as $10 million cash, and a credit bid using first-lien secured debt. The creditors' committee is suing Yucaipa, alleging that debt held by Yucaipa should be treated as equity or subordinated so everyone else is paid before the Los Angeles-based owner. The judge is allowing Black Diamond to participate in the lawsuit against Yucaipa and Allied directors. The report says that as part of the sale process, Black Diamond and Spectrum offered to pay off the Yucaipa loan and provide a $33.5 million replacement facility. About Allied Systems BDCM Opportunity Fund II, LP, Spectrum Investment Partners LP, and Black Diamond CLO 2005-1 Adviser L.L.C., filed involuntary petitions for Allied Systems Holdings Inc. and Allied Systems Ltd. (Bankr. D. Del. Case Nos. 12-11564 and 12-11565) on May 17, 2012. The signatories of the involuntary petitions assert claims of at least $52.8 million for loan defaults by the two companies. Allied Systems, through its subsidiaries, provides logistics, distribution, and transportation services for the automotive industry in North America. Allied Holdings Inc. previously filed for chapter 11 protection (Bankr. N.D. Ga. Case Nos. 05-12515 through 05-12537) on July 31, 2005. Jeffrey W. Kelley, Esq., at Troutman Sanders, LLP, represented the Debtors in the 2005 case. Allied won confirmation of a reorganization plan and emerged from bankruptcy in May 2007 with $265 million in first-lien debt and $50 million in second- lien debt. The petitioning creditors said Allied has defaulted on payments of $57.4 million on the first lien debt and $9.6 million on the second. They hold $47.9 million, or about 20% of the first-lien debt, and about $5 million, or 17%, of the second-lien obligation. They are represented by Adam G. Landis, Esq., and Kerri K. Mumford, Esq., at Landis Rath & Cobb LLP; and Adam C. Harris, Esq., and Robert J. Ward, Esq., at Schulte Roth & Zabel LLP. Allied Systems Holdings Inc. formally put itself and 18 subsidiaries into bankruptcy reorganization on June 10, 2012, following the filing of the involuntary Chapter 11 petition. The Company is being advised by the law firms of Troutman Sanders, Gowling Lafleur Henderson, and Richards Layton & Finger. The bankruptcy court process does not include captive insurance company Haul Insurance Limited or any of the Company's Mexican or Bermudan subsidiaries. The Company also announced that it intends to seek foreign recognition of its Chapter 11 cases in Canada. An official committee of unsecured creditors has been appointed in the case. The Committee consists of Pension Benefit Guaranty Corporation, Central States Pension Fund, Teamsters National Automobile Transporters Industry Negotiating Committee, and General Motors LLC. The Committee is represented by Sidley Austin LLP. Yucaipa Cos. has 55 percent of the senior debt and took the position it had the right to control actions the indenture trustee would take on behalf of debt holders. The state court ruled in March 2013 that the loan documents didn't allow Yucaipa to vote. In March, the bankruptcy court also gave the official creditors' committee authority to sue Yucaipa. The suit includes claims that the debt held by Yucaipa should be treated as equity or subordinated so everyone else is paid before the Los Angelesbased owner. The judge is allowing Black Diamond to participate in the lawsuit against Yucaipa and Allied directors. AMARU INC: $102K Profit in 2012; Going Concern Doubt Raised ----------------------------------------------------------- Amaru, Inc., filed with the U.S. Securities and Exchange Commission its annual report on Form 10-K disclosing net income of $102,353 on $19,012 of revenues for the year ended Dec. 31, 2012, as compared with a net loss of $1.89 million on $4,462 of revenues for the year ended Dec. 31, 2011. The Company's balance sheet at Dec. 31, 2012, showed $2.50 million in total assets, $3.28 million in total liabilities and a $779,980 total stockholders' deficit. Wei, Wei & Co., LLP, in Flushing, 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 accumulated losses from operations totaling $41,220,399 and $41,322,752 at Dec. 31, 2012, and 2011, respectively, the Company's continued losses from operations and the difficulty it has had in raising adequate additional financing. These conditions and the Company's lack of significant revenue, raise substantial doubt about the Company's ability to continue as going concern. A copy of the Form 10-K is available for free at: http://is.gd/pL4kAF About Amaru Inc. Singapore-based Amaru, Inc., a Nevada corporation, is in the business of broadband entertainment-on-demand, streaming via computers, television sets, PDAs (Personal Digital Assistant) and the provision of broadband services. The Company's business includes channel and program sponsorship (advertising and branding); online subscriptions, channel/portal development (digital programming services); content aggregation and syndication, broadband consulting services, broadband hosting and streaming services and E-commerce. AMERICAN AIRLINES: $1.6-Bil. Deal with Unsecureds Approved ---------------------------------------------------------- The U.S. Bankruptcy Court in Manhattan approved AMR Corp.'s settlement agreement with creditors holding about $1.6 billion in unsecured claims. Under the deal, unsecured creditors agreed to vote in favor with AMR's Chapter 11 reorganization plan, which provides for the treatment of its stakeholders in accordance with an agreed plan term sheet. The term sheet provides for the resolution of issues among unsecured creditors, and issues regarding the validity of inter- company claims among the company, American Airlines Inc. and AMR Eagle Holding Corp. It also provides a mechanism for unsecured creditors to receive a distribution of equity in the new parent company based on the trading prices of its common stock on and after the effective date of the plan. Another important component is the guaranteed distribution of 3.5% of the common stock of the new company to holders of equity interests in AMR, with the potential for those equity holders to receive significantly more value. 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. American Airlines, American Eagle and the AmericanConnection carrier serve 260 airports in more than 50 countries and territories with, on average, more than 3,300 daily flights. The combined network fleet numbers more than 900 aircraft. The Company reported a net loss of $884 million on $18.02 billion of total operating revenues for the nine months ended Sept. 30, 2011. AMR recorded a net loss of $471 million in the year 2010, a net loss of $1.5 billion in 2009, and a net loss of $2.1 billion in 2008. AMR's balance sheet at Sept. 30, 2011, showed $24.72 billion in total assets, $29.55 billion in total liabilities, and a $4.83 billion stockholders' deficit. Weil, Gotshal & Manges LLP serves as bankruptcy counsel to the Debtors. Paul Hastings LLP and Debevoise & Plimpton LLP Groom Law Group, Chartered, are on board as special counsel. Rothschild Inc., is the financial advisor. Garden City Group Inc. is the claims and notice agent. Jack Butler, Esq., John Lyons, Esq., Felecia Perlman, Esq., and Jay Goffman, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP serve as counsel to the Official Committee of Unsecured Creditors in AMR's chapter 11 proceedings. Togut, Segal & Segal LLP is the co-counsel for conflicts and other matters; Moelis & Company LLC is the investment banker, and Mesirow Financial Consulting, LLC, is the financial advisor. Bankruptcy Creditors' Service, Inc., publishes AMERICAN AIRLINES BANKRUPTCY NEWS. The newsletter tracks the Chapter 11 proceeding undertaken by AMR Corp. and its affiliates. (http://bankrupt.com/newsstand/or 215/945-7000). AMERICAN AIRLINES: Wins OK to Use Cash to Pay U.S. Bank ------------------------------------------------------- AMR Corp. sought and obtained approval from the U.S. Bankruptcy Court in Manhattan to pay back the amount owed by its regional carrier under the senior secured notes issued pursuant to a pre- bankruptcy deal with U.S. Bank Trust N.A. In a May 31 decision, Judge Sean Lane authorized the company to repay the amount from available cash, including proceeds from the $3.25 billion loan it availed from major banks to get out of bankruptcy. The bankruptcy judge also required U.S. Bank to release the liens on the collateral securing the notes. As of March 31, 2013, American Airlines Inc. owes $523.4 million under the notes, which are secured by collateral that includes aircraft parts and $41.5 million of cash. Last month, AMR received the green light to obtain as much as $3.25 billion in new financing, which it plans to use to get out of bankruptcy and complete its merger with US Airways Group Inc. The loan is secured by American Airlines' airport slots in the U.S. and South America and its right to operate direct flights between those countries. AMR had said it may decide later to use its slots, gates and route authorities in Mexico and Central America as additional security interests to boost the amount of the financing. 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. American Airlines, American Eagle and the AmericanConnection carrier serve 260 airports in more than 50 countries and territories with, on average, more than 3,300 daily flights. The combined network fleet numbers more than 900 aircraft. The Company reported a net loss of $884 million on $18.02 billion of total operating revenues for the nine months ended Sept. 30, 2011. AMR recorded a net loss of $471 million in the year 2010, a net loss of $1.5 billion in 2009, and a net loss of $2.1 billion in 2008. AMR's balance sheet at Sept. 30, 2011, showed $24.72 billion in total assets, $29.55 billion in total liabilities, and a $4.83 billion stockholders' deficit. Weil, Gotshal & Manges LLP serves as bankruptcy counsel to the Debtors. Paul Hastings LLP and Debevoise & Plimpton LLP Groom Law Group, Chartered, are on board as special counsel. Rothschild Inc., is the financial advisor. Garden City Group Inc. is the claims and notice agent. Jack Butler, Esq., John Lyons, Esq., Felecia Perlman, Esq., and Jay Goffman, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP serve as counsel to the Official Committee of Unsecured Creditors in AMR's chapter 11 proceedings. Togut, Segal & Segal LLP is the co-counsel for conflicts and other matters; Moelis & Company LLC is the investment banker, and Mesirow Financial Consulting, LLC, is the financial advisor. Bankruptcy Creditors' Service, Inc., publishes AMERICAN AIRLINES BANKRUPTCY NEWS. The newsletter tracks the Chapter 11 proceeding undertaken by AMR Corp. and its affiliates. (http://bankrupt.com/newsstand/or 215/945-7000). AMERICAN AIRLINES: Agrees to Assume Citibank Contracts ------------------------------------------------------ American Airlines Inc. has agreed to take over its contracts with Citibank N.A. tied to the airline's AAdvantage frequent-flier program. In a court filing, American Airlines said it will assume the contracts "on a final and irrevocable basis" in exchange for Citibank's support for the approval of its restructuring plan. The airline will also irrevocably "waive any right to seek to reject the Citibank contracts" unless the plan is withdrawn or is not approved by the court. The agreement, approved by Judge Sean Lane on June 4, 2013, can be accessed for free at http://is.gd/qObida Citibank on May 24 criticized the airline for giving insufficient information about many facets of its plan, including the potential impact if the airline rejected their contracts. According to Citibank, American Airlines' decision whether to assume or reject the contracts would have a big impact on its bankruptcy case since the bank has a big potential claim. The bank advanced $1 billion to American Airlines in 2009 by pre- purchasing miles in the Advantage program. The obligation is secured by airport slots, route authorities and other assets. In July 2012, Citibank filed a claim against American Airlines and each of its affiliated debtors. Each claim asserts more than $1 billion in the event of a rejection, breach or termination of the contracts. Marshall Huebner, Esq., at Davis Polk & Wardwell LLP, in New York, represents Citibank. 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. American Airlines, American Eagle and the AmericanConnection carrier serve 260 airports in more than 50 countries and territories with, on average, more than 3,300 daily flights. The combined network fleet numbers more than 900 aircraft. The Company reported a net loss of $884 million on $18.02 billion of total operating revenues for the nine months ended Sept. 30, 2011. AMR recorded a net loss of $471 million in the year 2010, a net loss of $1.5 billion in 2009, and a net loss of $2.1 billion in 2008. AMR's balance sheet at Sept. 30, 2011, showed $24.72 billion in total assets, $29.55 billion in total liabilities, and a $4.83 billion stockholders' deficit. Weil, Gotshal & Manges LLP serves as bankruptcy counsel to the Debtors. Paul Hastings LLP and Debevoise & Plimpton LLP Groom Law Group, Chartered, are on board as special counsel. Rothschild Inc., is the financial advisor. Garden City Group Inc. is the claims and notice agent. Jack Butler, Esq., John Lyons, Esq., Felecia Perlman, Esq., and Jay Goffman, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP serve as counsel to the Official Committee of Unsecured Creditors in AMR's chapter 11 proceedings. Togut, Segal & Segal LLP is the co-counsel for conflicts and other matters; Moelis & Company LLC is the investment banker, and Mesirow Financial Consulting, LLC, is the financial advisor. Bankruptcy Creditors' Service, Inc., publishes AMERICAN AIRLINES BANKRUPTCY NEWS. The newsletter tracks the Chapter 11 proceeding undertaken by AMR Corp. and its affiliates. (http://bankrupt.com/newsstand/or 215/945-7000). AMERICAN AIRLINES: Wants Jan. 28 Deadline for Nashville Pacts ------------------------------------------------------------- AMR Corp. asked the U.S. Bankruptcy Court in Manhattan to give the company until June 28, to decide on whether to assume or reject three contracts with the Metropolitan Nashville Airport Authority. The contracts are leases of non-residential real properties located at the Nashville International Airport. A list of the contracts is available for free at http://is.gd/9pdAzi 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. The Retiree Committee is represented by Jenner & Block LLP's Catherine L. Steege, Esq., Charles B. Sklarsky, Esq., and Marc B. Hankin, Esq. 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. In April 2013, AMR filed a Chapter 11 plan of reorganization that will carry out the merger. By distributing stock in the merged airlines, the plan is designed to pay all creditors in full, with interest. 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: Proposes Linklaters as Special Counsel --------------------------------------------------------- AMR Corp. asked the U.S. Bankruptcy Court in Manhattan to approve the hiring of Linklaters LLP as its special counsel. Linklaters will help the company meet regulatory filing requirements in the European Union in connection with its merger with US Airways Group Inc. The firm will also advise AMR on cargo and antitrust issues in connection with its operations in the EU. Linklaters will be paid on an hourly basis and will receive reimbursement for work-related expenses. The firm's hourly rates range from $750 to $880 for partners; $325 to $450 for associates; and $150 to $250 for paraprofessionals. The firm does not hold or represent interest adverse to AMR or its bankruptcy estate, according to a declaration by Gerwin Van Gerven, Esq., a partner at Linklaters. Mr. Gerven may be reached at: Gerwin Van Gerven, Esq. LINKLATERS LLP Rue Brederode 13 Brussels 1000 Belgium Tel: +3225050305 E-mail: gerwin.van.gerven@linklaters.com 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. The Retiree Committee is represented by Jenner & Block LLP's Catherine L. Steege, Esq., Charles B. Sklarsky, Esq., and Marc B. Hankin, Esq. 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. In April 2013, AMR filed a Chapter 11 plan of reorganization that will carry out the merger. By distributing stock in the merged airlines, the plan is designed to pay all creditors in full, with interest. 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 to Expand Ford Harrison Work ----------------------------------------------------- AMR Corp. seeks permission from Judge Sean Lane to expand the scope of employment of Ford Harrison LLP, the company's special counsel, to provide additional services. AMR wants the firm to represent the company in its negotiations with US Airways Group Inc. and the unions representing US Airways and American Airlines flight attendants in connection with the merger. The attorneys expected to provide the services and their respective hourly rates as of January 1, 2013, include: Attorney Name Billing Rates ------------- ------------- Thomas Kassin $465 Marc Esposito $435 Doug Hall $435 Julie Showers $415 Dave Driscoll $415 Lilia Bell $415 Thomas French $415 Mark Konkel $400 Adam Klarfeld $305 M. Blake Martin $290 Additional attorneys and legal assistants will be staffed to work on this representation as necessary, according to a declaration by Thomas Kassin, Esq., a partner at Ford Harrison. 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. The Retiree Committee is represented by Jenner & Block LLP's Catherine L. Steege, Esq., Charles B. Sklarsky, Esq., and Marc B. Hankin, Esq. 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. In April 2013, AMR filed a Chapter 11 plan of reorganization that will carry out the merger. By distributing stock in the merged airlines, the plan is designed to pay all creditors in full, with interest. 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 GREETINGS: S&P Retains 'B+' CCR on CreditWatch Negative ---------------------------------------------------------------- Standard & Poor's Ratings Services said that its ratings on Cleveland, Ohio-based American Greetings Corp. remain on CreditWatch with negative implications. The ratings were initially placed on CreditWatch with negative implications on Sept. 27, 2012, following the company's announcement that it had received a "going private" offer. On April 8, 2013, S&P lowered the corporate credit rating to 'B+' from 'BB+' following the company's announcement that it would merge with Century Intermediate Holding Co., an entity that American Greetings' chairman, CEO, COO, and certain other members of the Weiss family and related parties will indirectly control through the going private transaction. S&P expects the transaction, subject to approval by American Greetings' shareholders and the customary conditions and regulatory approvals, to close in July 2013. At the same time, S&P assigned its 'BB-' issue-level ratings to American Greetings' proposed $600 million senior secured credit facilities, which consist of a $200 million revolving credit facility due 2018 and $400 million term loan due 2019. The recovery rating on these facilities is '2', indicating S&P's expectation for substantial (70% to 90%) recovery in the event of a payment default. The new issue-level ratings are not on CreditWatch but are dependent on a successful completion of the proposed transaction, and are subject to a review of final documentation by Standard & Poor's. Following the closing of the merger, S&P anticipates affirming the corporate credit rating at 'B+'. S&P also expects to lower the issue-level rating on the company's $225 million 7.375% senior unsecured notes due 2021 to 'B-' from 'B+' and revise the recovery rating to '6' from '4', indicating S&P's expectation of negligible (0%-10%) recovery in the event of a payment default. The revised recovery rating and lower issue-level rating on these notes will reflect the increase in priority obligations as a result of this proposed refinancing. S&P also expects to lower the preliminary rating on the company's senior unsecured shelf to 'B-' from 'B+'. S&P will withdraw the rating on American Greetings' existing $400 million credit facility due 2017 after it is redeemed upon the closing of the transaction. S&P expects net proceeds from the proposed credit facility, along with $240 million of nonvoting preferred stock committed by Koch AG Investment LLC, and cash on hand, to be used to purchase the non-family controlled equity, refinance the existing senior secured facility, and pay fees and expenses. The existing $225 million notes due 2021 will remain outstanding. Pro forma for the transaction, S&P estimates that the company will have about $625 million of reported debt outstanding. Including S&P's adjustments for operating leases and the preferred shares, S&P estimates American Greetings will have approximately $1.1 billion total adjusted debt outstanding. "If the transaction were completed as currently described, we believe American Greetings' leverage would increase and its credit metrics would deteriorate significantly," said Standard & Poor's credit analyst Stephanie Harter. S&P intends to resolve the CreditWatch listing when American Greetings completes the proposed merger and finalizes related financing. At that time S&P expects to affirm the corporate credit rating at 'B+' based upon terms of the currently proposed transaction, and assign a stable outlook. If the company does not complete the proposed transaction, S&P would withdraw the new issue-level ratings on the senior secured facilities and evaluate the ratings based on its current capital structure. ARCHDIOCESE OF MILWAUKEE: Wis. DOT Allowed to Acquire Property -------------------------------------------------------------- Judge Susan Kelley lifted the automatic stay to allow the Wisconsin Department of Transportation to acquire a property owned by the Archdiocese of Milwaukee. The agency wants to acquire the property located in Milwaukee, Wisconsin, for use in rebuilding Interstate Highway 1-94, according to court filings. A legal description of the property can be accessed for free at http://is.gd/2FEuZK About Archdiocese of Milwaukee The Diocese of Milwaukee was established on Nov. 28, 1843, and was elevated to an Archdiocese on Feb. 12, 1875, by Pope Pius IX. The region served by the Archdiocese consists of 4,758 square miles in southeast Wisconsin which includes counties Dodge, Fond du Lac, Kenosha, Milwaukee, Ozaukee, Racine, Sheboygan, Walworth, Washington and Waukesha. There are 657,519 registered Catholics in the Region. The Catholic Archdiocese of Milwaukee, in Wisconsin, filed for Chapter 11 bankruptcy protection (Bankr. E.D. Wis. Case No. 11-20059) on Jan. 4, 2011, to address claims over sexual abuse by priests on minors. The Archdiocese became at least the eighth Roman Catholic diocese in the U.S. to file for bankruptcy to settle claims from current and former parishioners who say they were sexually molested by priests. Daryl L. Diesing, Esq., at Whyte Hirschboeck Dudek S.C., in Milwaukee, Wisconsin, serves as the Archdiocese's counsel. The Official Committee of Unsecured Creditors in the bankruptcy case has retained Pachulski Stang Ziehl & Jones LLP as its counsel, and Howard, Solochek & Weber, S.C., as its local counsel. The Archdiocese estimated assets and debts of $10 million to $50 million in its Chapter 11 petition. (Catholic Church Bankruptcy News; Bankruptcy Creditors' Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000) ARCHDIOCESE OF MILWAUKEE: Reaches Deal on Docs Publication ---------------------------------------------------------- The Archdiocese of Milwaukee signed an agreement with the unsecured creditors' committee and a group of claimants on the publication of documents that were turned over in connection with a court-approved investigation into cases of clergy sex abuse. The agreement, which was approved by Judge Susan Kelley, governs the publication of the documents in the archdiocese's website, and calls for the protection of confidential information including the identity of the victims. The agreement is available for free at http://is.gd/1SMMzE To recall, the U.S. Bankruptcy Court for the Eastern District of Wisconsin ordered in August 2011 the investigation of Bishop Richard Sklba, former Archbishop Rembert Weakland, and Daniel Budzynski. The investigation was requested by the unsecured creditors committee and Jeff Anderson and Associates P.A., which represents a group of sex abuse victims. The Debtors are represented by Daryl L. Diesing, Esq., Bruce G. Arnold, Esq., and Francis H. LoCoco, Esq., at Whyte Hirschboeck Dudek S.C., in Milwaukee, Wisconsin. Jeffrey R. Anderson, Esq., and Michael G. Finnergan, Esq., at Jeff Anderson & Associates, P.A., in St. Paul, Minnesota; Patrick Cavanaugh Brennan, Esq., and Michael Pfau, Esq., at Brennan Law Offices, L.L.C., in Milwaukee, Wisconsin; Robert L. Elliott, Esq., at Robert L. Elliot Law Office, in Janesville, Wisconsin; Robert Jacobs, Esq., Thomas Crumplar, Esq., and Raeann Warner, Esq., at Jacobs & Crumplar, P.A., in Wilmington, Delaware; Thomas S. Neuberger, Esq., at The Neuberger Firm, P.A., in Wilmington, Delaware; Craig K. Vernon, Esq., and Leander L. James, Esq., at James, Vernon & Weeks, P.A., in Coeur d'Alene, Idaho; Jody L. Shipper, Esq., in Los Angeles, California; Timothy D. Kosnoff, Esq., and Daniel Fasy, Esq., at Kosnoff Fasy, in Seattle, Washington; Michael Brady, Esq., at Michael G. Brady Law Offices, in Largo, Florida; John M. Bruce, Esq., at Schober Schober & Mitchell, S.C., in New Berlin, Wisconsin; Karl J. Januzzi, Esq., at Shoolenberger & Januzzi, LLP, in Enola, Pennsylvania; and James S. Smith, Esq., at Smith, Gunderson, and Rowen, S.C., in Brookfield, Wisconsin, represent the claimants. James I. Stang, Esq., and Gillian N. Brown, Esq., at Pachulski Stang Ziehl & Jones LLP, in Los Angeles, California, and Albert Solochek, Esq., and Jason R. Pilmaier, Esq., at Howard, Solochek & Weber, S.C., in Milwaukee, Wisconsin, represent the Creditors' Committee. About Archdiocese of Milwaukee The Diocese of Milwaukee was established on Nov. 28, 1843, and was elevated to an Archdiocese on Feb. 12, 1875, by Pope Pius IX. The region served by the Archdiocese consists of 4,758 square miles in southeast Wisconsin which includes counties Dodge, Fond du Lac, Kenosha, Milwaukee, Ozaukee, Racine, Sheboygan, Walworth, Washington and Waukesha. There are 657,519 registered Catholics in the Region. The Catholic Archdiocese of Milwaukee, in Wisconsin, filed for Chapter 11 bankruptcy protection (Bankr. E.D. Wis. Case No. 11-20059) on Jan. 4, 2011, to address claims over sexual abuse by priests on minors. The Archdiocese became at least the eighth Roman Catholic diocese in the U.S. to file for bankruptcy to settle claims from current and former parishioners who say they were sexually molested by priests. Daryl L. Diesing, Esq., at Whyte Hirschboeck Dudek S.C., in Milwaukee, Wisconsin, serves as the Archdiocese's counsel. The Official Committee of Unsecured Creditors in the bankruptcy case has retained Pachulski Stang Ziehl & Jones LLP as its counsel, and Howard, Solochek & Weber, S.C., as its local counsel. The Archdiocese estimated assets and debts of $10 million to $50 million in its Chapter 11 petition. (Catholic Church Bankruptcy News; Bankruptcy Creditors' Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000) ARCHDIOCESE OF MILWAUKEE: Sex Abuse Victim Seeks Ruling Review -------------------------------------------------------------- A sex abuse victim whose claim against the Archdiocese of Milwaukee was disallowed by U.S. Bankruptcy Judge Susan Kelly wants a district court to review whether the judge erred in her ruling. Judge Kelly on March 4 disallowed Claim No. 394 filed by one of the victims of sexual abuse allegedly perpetrated by Fr. Lawrence Murphy while serving at St. John's School for the Deaf. The claimant, who was only identified in court papers as Claimant A-282, is asking the U.S. District Court for the Eastern District of Wisconsin to review whether Judge Kelly erred when she granted summary judgment on his claim based on the settlement agreement he signed after participating in the archdiocese's mediation program for victims of sexual abuse. The claimant also wants the district court to review whether the judge erred when she vacated her order dated Nov. 8, 2012, which authorized him to introduce communications made during his mediation session with the archdiocese. Another issue raised by the claimant is whether Judge Kelly erred when she found that his proof of claim and his pre-bankruptcy mediation with the archdiocese were not distinct proceedings. Jeffrey R. Anderson, Esq., and Michael G. Finnegan, Esq., at Jeff Anderson & Associates, in St. Paul, Minnesota. About Archdiocese of Milwaukee The Diocese of Milwaukee was established on Nov. 28, 1843, and was elevated to an Archdiocese on Feb. 12, 1875, by Pope Pius IX. The region served by the Archdiocese consists of 4,758 square miles in southeast Wisconsin which includes counties Dodge, Fond du Lac, Kenosha, Milwaukee, Ozaukee, Racine, Sheboygan, Walworth, Washington and Waukesha. There are 657,519 registered Catholics in the Region. The Catholic Archdiocese of Milwaukee, in Wisconsin, filed for Chapter 11 bankruptcy protection (Bankr. E.D. Wis. Case No. 11-20059) on Jan. 4, 2011, to address claims over sexual abuse by priests on minors. The Archdiocese became at least the eighth Roman Catholic diocese in the U.S. to file for bankruptcy to settle claims from current and former parishioners who say they were sexually molested by priests. Daryl L. Diesing, Esq., at Whyte Hirschboeck Dudek S.C., in Milwaukee, Wisconsin, serves as the Archdiocese's counsel. The Official Committee of Unsecured Creditors in the bankruptcy case has retained Pachulski Stang Ziehl & Jones LLP as its counsel, and Howard, Solochek & Weber, S.C., as its local counsel. The Archdiocese estimated assets and debts of $10 million to $50 million in its Chapter 11 petition. (Catholic Church Bankruptcy News; Bankruptcy Creditors' Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000) ARROW ALUMINUM: Shots Back at IRS Objection to Cash Collateral Use ------------------------------------------------------------------ Arrow Aluminum Industries, Inc., asks the U.S. Bankruptcy Court for the Western District of Tennessee, Western Division, to deny the U.S. Internal Revenue Service's motion for relief from the automatic stay and motion to prohibit the Debtor's use of cash collateral. The IRS claims that the Debtor's day-to-day use of cash in the operation of the business is an unauthorized use of cash collateral. The Debtor, represented by Steven N. Douglass, Esq., and Chandra Madison, Esq., at Harris Shelton Hanover Walsh, PLLC, in Memphis, Tennessee, relates that First Citizens National Bank holds a secured claim for approximately $2,800,000, and the collateral securing FCNB's claim includes all Debtor's accounts, equipment, and inventory. The IRS' $276,823 claim is secured by Debtor's unencumbered assets, cash proceeds of those unencumbered assets, and other cash collateral. Mr. Douglass states that the Debtor has no other assets not subject to the FCNB secured claim. The IRS, therefore, is not entitled to adequate protection in the Chapter 11 Case, Mr. Douglass argues. In the alternative, the Debtor will provide the IRS with adequate protection, he says. About Arrow Aluminum Arrow Aluminum Industries, Inc., filed a Chapter 11 petition (Bankr. W.D. Tenn. Case No. 13-21470) in Memphis on Feb. 11, 2013. The petition was signed by William Ted Blackwell as president. The Debtor has scheduled assets of $126,246,137 and scheduled liabilities of $3,130,103. The Debtor is represented by Harris Shelton Hanover Walsh, PLLC. Arrow Aluminum previously sought Chapter 11 protection (Case No. 12-1348) in December but the case was promptly dismissed. In that case, the U.S. Trustee sought dismissal or conversion to Chapter 7, while Citizens National Bank sought appointment of a Chapter 11 trustee to take over management of the Debtor's properties. ARROW ALUMINUM: Has Authority to Employ Harris Shelton as Counsel ----------------------------------------------------------------- The U.S. Bankruptcy Court for the Western District of Tennessee, Western Division, authorized Arrow Aluminum Industries, Inc., to employ Harris Shelton Hanover Walsh, PLLC, as its counsel. Harris Shelton will, among other things, provide assistance, advice and representation concerning the formulation, negotiation and confirmation of a plan of reorganization at these hourly rates: Steven N. Douglass $300 Chandra Madison $150 Debtor has provided Harris Shelton a retainer of $5,000 as security for its work in relation to bankruptcy matters. About Arrow Aluminum Arrow Aluminum Industries, Inc., filed a Chapter 11 petition (Bankr. W.D. Tenn. Case No. 13-21470) in Memphis on Feb. 11, 2013. The petition was signed by William Ted Blackwell as president. The Debtor has scheduled assets of $126,246,137 and scheduled liabilities of $3,130,103. The Debtor is represented by Harris Shelton Hanover Walsh, PLLC. Arrow Aluminum previously sought Chapter 11 protection (Case No. 12-1348) in December but the case was promptly dismissed. In that case, the U.S. Trustee sought dismissal or conversion to Chapter 7, while Citizens National Bank sought appointment of a Chapter 11 trustee to take over management of the Debtor's properties. BERGENFIELD SENIOR: Files Schedules of Assets & Liabilities ----------------------------------------------------------- Bergenfield Senior Housing, LLC filed with the U.S. Bankruptcy Court for the District of New Jersey its schedules of assets and liabilities, disclosing: Name of Schedule Assets Liabilities ---------------- -------------- ------------- A. Real Property $13,500,000 B. Personal Property $561,100 C. Property Claimed as Exempt D. Creditors Holding Secured Claims $19,848,519 E. Creditors Holding Unsecured Priority Claims $45,317 F. Creditors Holding Unsecured Non-priority Claims $63,190 -------------- ------------- TOTAL $14,061,100 $19,957,026 Bergenfield Senior Housing, LLC, filed a Chapter 11 bankruptcy petition (Bankr. D.N.J. Case No. 13-19703) in Newark, New Jersey, on May 2, 2013. Nicholas Rotonda signed the petition as member/manager. Judge Morris Stern presides over the case. The Debtor is represented by Aaron Solomon Applebaum, Esq., at McElroy, Deutsch, Mulvaney & Carpenter, LLP. The Bergenfield, New Jersey-based debtor is a single asset real estate under 11 U.S.C. Sec. 101(51B) and said total assets and debts exceed $10 million. BIG M: U.S. Trustee Amends Composition of Creditors Panel --------------------------------------------------------- Roberta A. DeAngelis, the U.S. Trustee for Region 3, has trimmed down the Official Unsecured Creditors' Committee in the Chapter 11 case of Big M, Inc., to a five-member panel. Robert Masters and Eliot Terzi are no longer members of the Committee. The Committee is now presently composed of: (1) Kevin Ritter - Chairperson The CIT Group/Commercial Service, Inc 11 West 42nd Street New York, NY 10036 Telephone: (212) 461 5447 Facsimile: (212) 461 5420 (2) Harold Harris Levin Management Corporation 975 US Highway 22 West North Plainfield NJ 07060 Telephone: (908) 226 5275 (3) Robert A. Andino Hana Financial Inc. 1410 Broadway, Suite 1102 New York, NY 10018 Telephone: (212) 869 2705 Facsimile: (212) 869 2449 (4) Alfred Polizotto Alva Partnership 6911 18th Avenue Brooklyn, NY 11204 Telephone: (718) 232 1250 Facsimile: (718) 256 0966 (5) Jason Wilkerson Kellwood Co. dba XOXO, My Michelle, and ENC 600 Kellwood Pkwy Chesterfield MO 63017 Telephone: (314) 576 3120 Facsimile: (866) 722 4623 About Big M Totowa, New Jersey-based Big M, Inc., owner of Mandee, Annie sez, and Afazxe Stores, filed a Chapter 11 petition (Bankr. D.N.J. Case No. 13-10233) on Jan. 6, 2013 with Salus Capital Partners, LLC, funding the Chapter 11 effort. The Mandee brand is a juniors fashion retailer with 84 stores in Illinois and along the East Coast. Annie sez is a discount department-store retailer for women with 35 stores. Afaze is 10-store jewelry and accessory chain. Kenneth A. Rosen, Esq., at Lowenstein Sandler LLP, in Roseland, serves as counsel to the Debtor. PricewaterhouseCoopers LLP has been tapped to serve as financial advisor. GRL Capital Advisors LLC's Glenn R. Langberg has been hired to serve as chief restructuring officer. The Debtor disclosed $21,384,430 in assets and $21,374,057 in liabilities as of the Chapter 11 filing. The Official Committee of Unsecured Creditors has tapped Cooley LLP as its counsel, and CBIZ Accounting, Tax and Advisory of New York, LLC and CBIZ Mergers & Acquisitions Group as its financial advisor. BIG M: Gets Court's Nod to Sell Assets to YM LLC for $5 Million --------------------------------------------------------------- The U.S. Bankruptcy Court for the District of New Jersey has authorized Big M, Inc. to sell substantially all of its assets to YM LLC USA, formerly known as YM Inc USA, pursuant to an asset purchase agreement. YM LLC presented the highest and otherwise best bid for the purchased assets at a May 8 auction. The purchaser has agreed to buy the assets in exchange for (i) $5,000,000 cash; (ii) a maximum aggregate sum of $17,500,000 for the inventory; (iii) an amount equal to the security deposits; plus (iv) the assumption of certain liabilities. A full-text copy of the sale order is available for free at: http://bankrupt.com/misc/BIGM_sale_order.pdf About Big M Totowa, New Jersey-based Big M, Inc., owner of Mandee, Annie sez, and Afazxe Stores, filed a Chapter 11 petition (Bankr. D.N.J. Case No. 13-10233) on Jan. 6, 2013 with Salus Capital Partners, LLC, funding the Chapter 11 effort. The Mandee brand is a juniors fashion retailer with 84 stores in Illinois and along the East Coast. Annie sez is a discount department-store retailer for women with 35 stores. Afaze is 10-store jewelry and accessory chain. Kenneth A. Rosen, Esq., at Lowenstein Sandler LLP, in Roseland, serves as counsel to the Debtor. PricewaterhouseCoopers LLP has been tapped to serve as financial advisor. GRL Capital Advisors LLC's Glenn R. Langberg has been hired to serve as chief restructuring officer. The Debtor disclosed $21,384,430 in assets and $21,374,057 in liabilities as of the Chapter 11 filing. The Official Committee of Unsecured Creditors has tapped Cooley LLP as its counsel, and CBIZ Accounting, Tax and Advisory of New York, LLC and CBIZ Mergers & Acquisitions Group as its financial advisor. BOSTON BIOMEDICAL: Moody's Keeps Caa3 Bonds Rating under Review --------------------------------------------------------------- Moody's maintains the Caa3 rating on Boston Biomedical Research Institute's (BBRI) Series 1999 bonds under review for downgrade. These bonds were issued through the Massachusetts Development Finance Agency. Moody's expects to continue to review the rating as new information becomes available. However, should appropriate disclosure from the Institute not be forthcoming, Moody's will consider withdrawing its ratings on the bonds due to lack of sufficient information. Summary Rating Rationale: Moody's maintains the Caa3 rating of BBRI for possible downgrade. The review was prompted by rapid decline in the institute's unrestricted cash in recent months and the institute's announcement that it has discontinued operations and is planning to sell the research facility at a net price which may not provide full bondholder recovery. Methodology The rating was assigned by evaluating factors believed to be relevant to the credit profile of the Boston Biomedical Research Institite such as 1) the business risk and competitive position of the issuer versus others within its industry or sector, ii) the capital structure and financial risk of the issuer, iii) the projected performance of the issuer over the near to intermediate term, iv) the issuer's history of achieving consistent operating performance and meeting budget or financial plan goals, v) the nature of the dedicated revenue stream pledged to the bonds, vi) the debt service coverage provided by such revenue stream, vii) the legal structure that documents the revenue stream and the source of payment, and vii) the issuer's management and governance structure related to payment. Other methodologies and factors that may have been considered in the process of rating this issuer can also be found in the Credit Policy & Methodologies directory. BOWLMOR AMF: S&P Assigns Prelim. 'B' Rating to $260MM Facilities ---------------------------------------------------------------- Standard & Poor's Ratings Services assigned its preliminary 'B' corporate credit rating to Bowlmor AMF. The outlook is stable. At the same time, S&P assigned the company's proposed $260 million senior secured credit facilities, which will be issued by wholly owned subsidiary AMF Bowling Centers Inc., S&P's preliminary 'B' issue-level rating (at the same level as S&P's preliminary corporate credit rating), with a preliminary recovery rating of '3', indicating S&P's expectation for meaningful (50% to 70%) recovery for lenders in the event of a payment default. The proposed facilities consist of a $30 million senior secured revolving credit facility due 2018 and a $230 million senior secured term loan due 2019. S&P's preliminary ratings are subject to its review of final documentation and the company's emergence from bankruptcy. On May 23, 2013, AMF Bowling Worldwide Inc. (AMF) received bankruptcy court approval of its disclosure statement. As part of AMF's emergence from bankruptcy, its assets will be combined with the assets of Strike Holdings LLC (Bowlmor) to create the newly formed entity Bowlmor AMF. The new entity will be owned by AMF's existing second-lien debt holders and Bowlmor's management. Bowlmor AMF plans to use proceeds from the proposed credit facilities, in conjunction with a new $55 million second-lien term loan (unrated), which S&P expects to close concurrently with the proposed credit facilities to: -- repay AMF and Bowlmor's existing debt (excluding roughly $5 million which will be rolled over as part of the transaction); -- fund a distribution to GBC Strike Holdings sand unsecured creditors; -- pay fees and expenses associated with the transaction; and -- provide working capital to the company. S&P's preliminary 'B' corporate credit rating on Bowlmor AMF reflects its assessment of its business risk profile as "vulnerable" and its financial risk profile as "highly leveraged." BREF HR: Late-Filed 2011 Report Shows $66-Mil. Net Loss ------------------------------------------------------- BREF HR, LLC, filed on June 3, 2013, its annual report on Form 10-K for the period March 1, 2011 to Dec. 31, 2011. Deloitte & Touche LLP, in Las Vegas, Nevada, expressed substantial doubt about BREF HR's ability to continue as a going concern, citing recurring losses from operations and the potential obligation to repay all outstanding paid in kind interest at March 1, 2014. The Company reported a net loss of $66.1 million on $164.7 million of net revenues for the period March 1, 2011, to Dec. 31, 2011. The Company's balance sheet at March 31, 2011, showed $680.5 million in total assets, $660.1 million in total liabilities, and stockholders' equity of $20.4 million. A copy of the Form 10-K is available at http://is.gd/1pRgrA In a Form 12b-25 filing dated April 2, 2013, the Company said it is currently in the process of preparing its audited annual financial statements for the year ended Dec. 31, 2012. "The Company is unable to timely file the Form 10-K with the SEC primarily as a result of the complex nature of the transaction and the detailed analysis required to complete the valuation of the assets and liabilities comprising the Hard Rock Hotel & Casino Las Vegas, to reflect the fair value of the tangible and intangible assets and liabilities at the time of the Assignment. The Company is working diligently to complete the preparation of its annual financial statements and the audit thereof, and will file the Form 10-K as soon as practicable." About BREF HR New York-based BREF HR, LLC, is a Delaware limited liability company that was formed on Feb. 11, 2011. The affairs of the Company are governed by a Limited Liability Company Agreement dated as of March 1, 2011. The Company was formed by certain affiliates of Brookfield Financial, LLC, as to its Series B to acquire the limited liability company interests of HRHH JV Junior Mezz, LLC, and HRHH Gaming Junior Mezz, LLC, which indirectly own the Hard Rock Hotel & Casino Las Vegas and certain related assets. These assets were acquired pursuant to the Assignment from Hard Rock Hotel Holdings, LLC ("HRH Holdings") in connection with the default by HRH Holdings and its subsidiaries on the real estate financing facility, and the resulting settlement agreement. Brookfield Financial is managed by Brookfield Real Estate Financial Partners LLC. CALIBRE ACADEMY: Fitch Keeps Revenue Bonds on Rating Watch Neg. --------------------------------------------------------------- Fitch Ratings maintains the Rating Watch Negative on the 'B' rating assigned to approximately $16.5 million in outstanding education revenue refunding bonds for Calibre Academy (Calibre, school)-- formerly Carden Traditional Schools (CTS) project, series 2012 issued by the Industrial Development Authority of the County of Pima. SECURITY Absolute and unconditional obligation of the borrower (Calibre, formerly CTS) and the guarantor (E-Institute Charter School, Inc. or EICS) payable from all legally available revenues, and secured by a first position lien on facilities owned by the borrower. Gross revenues of both the borrower and guarantor will flow directly from the state treasurer to the trustee for allocation, first to debt service. KEY RATING DRIVERS RATING WATCH NEGATIVE: Calibre's going concern note as a result of a severely deteriorated financial position in fiscal 2012 resulted in the maintenance of a Rating Watch Negative earlier this year. Interim financial performance for both EICS and Calibre, while inconclusive, does not currently indicate the combined entity's ability to cover transaction maximum annual debt service (TMADS). While fiscal 2013 year end results remain to be seen for Calibre, Fitch does not expect substantial near term improvement; EICS' wherewithal and operations are challenged and viewed as insufficient to support Calibre's operations indefinitely. RATING SENSITIVITIES FAILURE OF COVERAGE TEST: The loan agreement for the bonds states that less than sum-sufficient TMADS coverage from the combined entity (Calibre and EICS), beginning in fiscal 2013 (which started on July 1, 2012), may constitute an event of default. In such a scenario, Fitch would likely downgrade the bonds to at least 'CCC' and keep the bonds on Rating Watch Negative. According to terms of the loan agreement and indenture for the bonds, the trustee could implement accelerated redemption provisions. INADEQUATE PROGRESS TOWARDS FISCAL BALANCE: Calibre's management organization began implementing various expense reduction measures into fiscal 2013 and while Fitch does not anticipate breakeven operations this year, a lack of meaningful fiscal improvement at Calibre and/or EICS' ability to stand behind its guarantee of the charter school's debt could make default a real possibility. CREDIT PROFILE CTS changed its name to Calibre Academy in spring 2012. Calibre includes a Glendale and newly-expanded Surprise campus, with fall 2013 average daily membership (ADM) of 148 and 698, respectively. EICS maintains six physical campuses with a combined fall 2013 ADM of approximately 688. The financial statements and charter agreements for both schools each include a fully-online campus, Taylion Virtual Academy and Taylion High School, both of Arizona, managed by Learning Matters Educational group. Taylion Virtual Academy of Arizona, serving grades K-8 with fall 2013 ADM of 26, is part of Calibre's reporting. Taylion Virtual High School of Arizona, with a fall 2013 ADM of 97, is reported under EICS. Both Calibre and EICS are authorized by the Arizona State Board for Charter Schools (ASBCS), with 15-year terms that began in 2000. POSSIBILITY OF COVERAGE COVENANT FAILURE The loan agreement requires Calibre to post results of a combined debt service coverage test on EMMA within 30 days of audit completion. The test compares combined net income available for debt service of Calibre and EICS to TMADS. State law requires audits to be submitted to the state department of education by Nov. 15. Beginning in fiscal 2013, coverage below 1.0x can be declared an event of default under terms of the loan agreement by the trustee. The declaration is subject to certain loan agreement provisions allowing Calibre and EICS to develop a remedy plan within specified timeframes. Fitch believes failure of the test for fiscal 2013 is possible given Calibre's and EICS' weakened financial position. The trustee's remedies for events of default under the loan agreement and trust indenture for the bonds include acceleration, receivership, foreclosure, or a suit for judgment. In the event of acceleration, Fitch views Calibre and EICS as highly unlikely to be able to meet demands for full and immediate payment on the bonds without a payment default. This includes full use of the trustee-held cash-funded debt service reserve fund, equivalent to TMADS of approximately $1.4 million. No event of default has been declared to date and management began implementing expense reduction measures that could allow Calibre and EICS to meet the debt service coverage test for fiscal 2013. Although it is possible to ascertain compliance or identify an event of a default shortly after the end of the fiscal year at June 30, 2013, the timing requirement of the test, specifically 30 days past audit completion, could mean a further delay before an official announcement is made. Also, Calibre and EICS have the ability to negotiate performance based plans in lieu of triggering a technical default. At the current time Fitch is unable to quantify the probability of such occurrence without the benefit of the fiscal year end audited finances and certified coverage calculations from the trustee and school. CAMCO FINANCIAL: CEO to Get Bonus for Regulatory Compliance ----------------------------------------------------------- The Compensation Committee and the Board of Directors of Camco Financial Corporation approved the Regulatory Compliance Incentive Plan. The Plan provides an award for James E. Huston, the chief executive officer, and certain other Senior Officers of Camco and its subsidiaries as designated by the CEO, including David S. Caldwell and Laurence S. Christ, based on the achievement of established goals regarding regulatory compliance. The Plan provides for three incentive awards for the CEO based on the achievement of three specific goals. The first goal is achieved when Advantage Bank, Camco's wholly owned subsidiary, meets any regulatory capital ratios established by its regulators. Currently, the only capital ratios required are those established by the consent order that the Board of Directors of Advantage Bank entered into with the Federal Deposit Insurance Corporation and the State of Ohio, Division of Financial Institutions on Feb. 9, 2012. The Consent Order requires regulatory capital ratios of 9 percent for the Tier 1 Leverage Capital Ratio and 12 percent for the risked-based capital ratio. When Advantage Bank has met these required capital ratios, or any lesser or greater ratios that may be established, for two consecutive months, the CEO earns an incentive award of $50,000 cash and 35,000 unrestricted shares of Camco common stock. The second goal is achieved when the FDIC and Ohio Division have agreed to cancel the Consent Order, assuming it is either replaced with a lesser order or agreement or not replaced at all. Upon that cancellation, the CEO earns an incentive award of $50,000 cash. The third goal for the CEO is the cancellation and elimination of all regulatory orders, agreements and understandings of any kind with the Federal Reserve Board of Governors, FDIC or Ohio Division at both Camco and Advantage Bank. Upon achieving this goal, the CEO earns an incentive award of $50,000 cash. The Plan also provides an incentive award for certain other Senior Officers of Camco and its subsidiaries as designated by the CEO, including Messrs. Caldwell and Christ, upon the cancellation of the Consent Order. Upon the cancellation of the Consent Order, each such designated Senior Officer earns an incentive award of $2,000 cash. If there is a Change of Control, as that term is defined in Mr. Huston's employment agreement, all regulatory compliance goals will be deemed to have been achieved upon the consummation of that Change of Control. A copy of the Regulatory Compliance Incentive Plan is available at: http://is.gd/rMZZf6 About Camco Financial Cambridge, Ohio-based Camco Financial Corporation is a bank holding company that was organized under Delaware law in 1970. Camco is engaged in the financial services business in Ohio, Kentucky and West Virginia, through its wholly-owned subsidiary, Advantage Bank, an Ohio bank. On March 31, 2011, Camco divested activities related to Camco Title Agency and decertified as a financial holding company. Camco remains a bank holding company and continues to be regulated by the Federal Reserve Board. Plante & Moran PLLC, in Auburn Hills, Michigan, noted that the Corporation's bank subsidiary is not in compliance with revised minimum regulatory capital requirements under a formal regulatory agreement with the banking regulators, and that failure to comply with the regulatory agreement may result in additional regulatory enforcement actions. As discussed in Note K, Camco's wholly-owned subsidiary Advantage Bank's Tier 1 capital does not meet the requirements set forth in the 2012 Consent Order. As a result, the Corporation will need to increase capital levels. The Corporation reported net earnings of $4.2 million on net interest income (before provision for loan losses) of $23.9 million in 2012, compared with net earnings of $214,000 on net interest income of $214,000 on net interest income (before provision for loan losses) of $25.9 million in 2011. The Company's balance sheet at March 31, 2013, showed $763.36 million in total assets, $702.65 million in total liabilities and $60.71 million in total stockholders' equity. CANCER GENETICS: Reports $2.4-Mil. Net Income in First Quarter -------------------------------------------------------------- Cancer Genetics, Inc., filed its quarterly report on Form 10-Q, reporting net income of $2.4 million on $1.2 million of revenue for the three months ended March 31, 2013, compared with a net loss of $1.1 million on $834,752 of revenue for the same period last year. The change in the fair value of the Company's warrant liability resulted in $5.3 million in non-cash income for the three months ended March 31, 2013, as compared to non-cash income of $1.6 million for the three months ended March 31, 2012. The Company's balance sheet at March 31, 2013, showed $7.4 million in total assets, $28.9 million in total liabilities, and a stockholders' deficit of $21.5 million. "The Company has suffered recurring losses from operations, has negative working capital and a net capital deficiency that raise substantial doubt about its ability to continue as a going concern." A copy of the Form 10-Q is available at http://is.gd/2X2bll Rutherford, N.J.-based Cancer Genetics, Inc., is an early-stage diagnostics company focused on developing and commercializing proprietary genomic tests and services to improve and personalize the diagnosis, prognosis and response to treatment (theranosis) of cancer. CASCADE AG: Can Hire Don Gustafson as Real Estate Appraiser ----------------------------------------------------------- The Hon. Karen A. Overstreet of the U.S. Bankruptcy Court for the Western District of Washington authorized Cascade AG Services to employ Don Gustafson to perform an appraisal of the estate's real property located at 13459 Dodge Valley Road, in Mount Vernon, Washington. To the best of the Debtor's knowledge, Mr. Gustafson is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. In a separate filing, the Court established May 31, 2013, as the last day for certain creditors who were affected by schedule amendments to file proofs of claim against the Debtor. About Cascade AG Cascade AG Services, Inc., dba Pleasant Valley Farms, fdba Mountain View Produce, Inc., fdba Staffanson Harvesting LLC, fdba Sterling Investment Group, L.L.C., is a vegetable processing company that processes Washington-grown cucumbers and cabbage into pickles and sauerkraut. Cascade AG filed for Chapter 11 bankruptcy (Bankr. W.D. Wash. Case No. 12-18366) on Aug. 13, 2012. It scheduled $25,820,499 in assets and $22,255,482 in liabilities. In amended schedules, the Debtor disclosed $25,522,648 in assets and $21,354,742 in liabilities as of the Chapter 11 filing. Lawyers at Cairncross & Hempelmann PS, in Seattle, serve as the Debtor's counsel. Clyde A. Hamstreet & Associates, LLC, is the Debtor's chief restructuring officer and financial advisor. The petition was signed by Craig Staffanson, president. The U.S. Trustee appointed seven creditors to the Official Unsecured Creditors' Committee. Lawrence R. Ream, Esq., at Schwabe, Williamson & Wyatt PC, Seattle, represents the Committee as counsel. DIP lender One PacificCoast Bank, FSB, is represented by Brad T. Summers, Esq., and David W. Criswell, Esq. The Plan contemplates a $3.0 million capital infusion. Money contributed to fund the Plan will be used to satisfy Administrative Expense Claims to the extent that those Claims must be satisfied for Confirmation, unless there is agreement with Holders of Administrative Expense Claims to defer payment. CELESTE MINING: Gets Formal Notice of Default on Behalf of CML -------------------------------------------------------------- Celeste Mining Corp. on June 5 disclosed that it has been issued a formal notice of default on behalf of Cornish Minerals Limited with respect to its failure to fulfill its obligations under the Earn In Agreement dated May 24, 2011 (as amended from time to time). In addition, the Company disclosed that Mr. Alan Shoesmith has resigned from the Company's Board of Directors. As a result of deteriorating equity markets, the financial position of the Company, operational complexities and higher than anticipated exploration and development expenses at the South Crofty Mine, the Company has been engaged in a review of cost cutting measures. As a result of such review the Company determined not to contribute further expenditures to the South Crofty Mine. In response, the Company has been issued a Notice of Default on behalf of CML which could, among other things, result in dilution to its interest in the South Crofty Mine. Management continues to actively engage strategic partners in an effort to explore alternative funding strategies, which may include a brokered convertible financing in order to finance the expenditures at the South Crofty Mine provided that the Company and its joint venture partners at the South Crofty Mine can agree on appropriate cost cutting measures and a suitable budget and plan. About Celeste Celeste Mining Corp. -- http://www.celestemining.com-- is a Canadian corporation currently focused on the acquisition of an interest in Cornish Minerals Limited (a UK registered company) which controls mining rights in the historic Cornish mining region in Cornwall, England, including the South Crofty Mine as announced in a news release dated May 25, 2011. In addition, Celeste continues to assess other tin, copper and copper-gold properties for exploration and development opportunities. CITYCENTER HOLDINGS: Moody's Raises Corp. Family Rating to Caa1 --------------------------------------------------------------- Moody's Investors Service upgraded CityCenter Holdings, LLC's ratings including its Corporate Family Rating to Caa1, Probability of Default Rating to Caa1-PD. Moody's also upgraded the company's second lien PIK notes to Caa1 from Caa2 and affirmed the company's first lien notes rating at B1. The rating outlook is stable. The upgrade to CityCenter's ratings reflects the company's ability to increase its average daily room rate ("ADR") at Aria while maintaining occupancy in the fourth quarter of 2012 and first quarter of 2013 which has helped improve the company's free cash flow and in turn bolster its liquidity profile. CityCenter's EBITDA grew in the first quarter of 2013 to about $90 million from $30 million in the first quarter in 2012 (helped in part by higher than normal hold) and the company's cash balances have increased to $274 million from $80 million over that same time period. Moody's notes that the cash balances at March 31, 2013 do not include $40 million received from the sale of the company's residential mortgage note portfolio that closed in April or restricted cash of $112 million related to residential sale proceeds that must be used to pay down construction related liens or to reimburse MGM under the completion guaranty. Additionally, the March 31, 2013 restricted cash also includes $28 million of residential proceeds from that were used to make a tender offer for the company's outstanding notes. Ratings upgraded and LGD assessments updated: Corporate Family Rating to Caa1 from Caa2 Probability of Default Rating to Caa1-PD from Caa2-PD $708 million 10.75% senior secured second lien PIK notes due 2017 to (Caa1 (LGD 4, 52%) from Caa2 (LGD 4, 54%) Ratings affirmed and LGD assessments updated: $1.14 billion 7.625% senior secured first lien notes due 2016 at B1 (LGD 2, 15% from 17%) Ratings Rationale The Caa1 Corporate Family Rating considers CityCenter's high leverage -- 11.4 times for the LTM period ended March 31, 2013 -- including almost $1.2 billion of unsecured subordinated PIK sponsor debt, or about 7 times excluding the sponsor debt. Moody's estimate EBITDA minus capital expenditures to total interest is around 0.8 times for the same time period, or 1.1 times excluding the PIK interest associated with the sponsor debt. CityCenter's high leverage and thin coverage are largely the result of a slower than expected ramp-up of the property given that it opened during a recessionary period. The ratings are supported by Moody's view that Las Vegas operating trends will continue to improve in 2013, albeit at a slow pace, resulting in stronger credit metrics. Ratings also reflect the operational expertise of operating manager MGM Resorts, one of the largest gaming companies in the world in terms of revenue. Historically, MGM's properties have generated higher EBITDA margins than many of its competitors. The stable rating outlook reflects Moody's expectation that the Las Vegas Strip will continue a slow recovery in visitation and gaming demand over the next 12 to 18 months. The stable rating outlook also reflects Moody's view that CityCenter will generate positive free cash flow, assuming modest growth in EBITDA in 2013 and 2014, and no mandatory amortization and approximately $80 million of estimated capital expenditures over the next two years. Moody's expects CityCenter can generate at least $100 million of free cash flow -- apart from any potential proceeds from residential sales -- over the next two years that will bolster its cash balances. A potential use of cash could be repayment of CityCenter's first lien notes once they become callable in 2014. CityCenter also has the ability to make restricted payments of up to $50 million. The B1 rating assigned to the first lien notes reflects the approximate $1.9 billion of effectively junior debt in the capital structure comprised of about $708 million second lien notes and $1.2 billion of unsecured sponsor subordinate debt. CityCenter has a $75 million revolving credit facility in place with no outstandings as of March 31, 2013. Ratings could be upgraded if CityCenter's debt/EBITDA were to be sustained below 11 times including the sponsor debt, or 6.5 times excluding the sponsor debt, and if EBITDA/cash interest expense approximates 1.75 times, if the operating environment in Las Vegas strengthens, and the company is able to continue to improve its occupancy and ADR as compared to its Las Vegas Strip rivals. The ratings could face negative pressure if positive visitation trends to Las Vegas reverse or if EBITDA/cash interest expense appears likely to deteriorate to below 1.0 time. The principal methodology used in this rating was the Global Gaming Industry Methodology published in December 2009. Other methodologies used include Loss Given Default for Speculative- Grade Non-Financial Companies in the U.S., Canada and EMEA published in June 2009. CityCenter Holdings, LLC owns and operates CityCenter, a mixed-use development located on the Las Vegas Strip that opened in December 2009. CityCenter is a 50/50 joint venture between MGM Resorts International (B2, stable) and Infinity World (a subsidiary of Dubai World) (not rated). MGM is the operating manager. CityCenter generates annual revenue of approximately $1.3 billion (including residential operations). CLEAR CHANNEL: Term Lenders Extend Maturity of Loans to 2019 ------------------------------------------------------------ Clear Channel Communications, Inc., closed its previously announced offer to amend its cash flow credit facility pursuant to which Term Loan B lenders and Term Loan C lenders agree to extend the maturity of a portion of their loans due 2016 through the creation of a new $5 billion Term Loan D facility due Jan. 30, 2019. Approximately $6.7 billion in aggregate principal amount of term loans was submitted for extension in the offer and, accordingly, the amount of each lender's term loans that was accepted for extension was reduced by a proration factor of approximately 74.6808 percent. Upon the closing of the offer, the Company's cash flow credit facility consisted of an approximately $3 billion Term Loan B facility which matures on Jan. 30, 2016, an approximately $198.2 million Term Loan C facility which matures on Jan. 30, 2016, and a $5 billion Term Loan D facility which matures on Jan. 30, 2019. Concurrently with the closing of the offer, the Company entered into an amendment to the agreement governing its cash flow credit facility, which permits the Company to make AHYDO catch-up payments beginning in May 2018 with respect to the new Term Loan D facility and any notes issued in connection with the Company's previously announced exchange offer with respect to its outstanding 10.75 percent Senior Cash Pay Notes due 2016 and 11.00 percent/11.75 percent Senior Toggle Notes due 2016. The new Term Loan D facility has the same security and guarantee package as the outstanding Term Loans B and C and borrowings under the new Term Loan D facility bear interest at a rate equal to, at CCU's option, adjusted LIBOR plus 6.75 percent or a base rate plus 5.75 percent. A copy of the Amendment No. 2 is available for free at: http://is.gd/eRfbkZ About Clear Channel Communications San Antonio, Texas-based Clear Channel Communications, Inc., an indirect subsidiary of CC Media Holdings, Inc. (OTCBB: CCMO), is one of the leading global media and entertainment companies specializing in radio, digital, outdoor, mobile, live events, and on-demand entertainment and information services for local communities and providing premier opportunities for advertisers. CC Media Holdings Inc. -- http://www.ccmediaholdings.com/-- is a global media and entertainment company. Its businesses include radio and outdoor displays. Clear Channel's balance sheet at March 31, 2013, showed $15.51 billion in total assets, $23.72 billion in total liabilities and a $8.20 billion total shareholders' deficit. * * * In May 2013, Moody's Investors Service said that Clear Channel's upsize of the term loan D to $4 billion from $1.5 billion will not impact the Caa1 facility rating assigned. Clear Channel's Corporate Family Rating is unchanged at Caa2. The outlook remains stable. In May, Standard & Poor's Ratings Services also announced that its issue-level rating on San Antonio, Texas-based Clear Channel's senior secured term loan remains unchanged at 'CCC+' following the company's upsize of the loan to $4 billion from $1.5 billion. The rating on parent company CC Media Holdings remains at 'CCC+' with a negative outlook, which reflects the risks surrounding the long- term viability of the company's capital structure. COLDWATER PORTFOLIO: Using Prepacked Procedure in Non-Prepack ------------------------------------------------------------- Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that although Coldwater Portfolio Partners LLC isn't in a prepackaged reorganization, the owner of shadow retail centers is using a plan-approval process more akin to a prepack. According to the report, the bankruptcy court in South Bend, Indiana, authorized Coldwater to hold one hearing on July 16 both to find if disclosure materials were adequate and decide whether the Chapter 11 plan can be approved with a confirmation order. The report notes that because few other creditors are affected by the plan developed by Coldwater and the secure lender owed $89.3 million, they concluded it was feasible to shorten the plan- approval process by dispensing with a separate hearing for approval of a disclosure statement. Mr. Rochelle notes that in a prepackaged bankruptcy reorganization, called a prepack, creditors vote before the Chapter 11 petition is filed. Typically, the court in prepacks holds one hearing both to decide if disclosure material were up to snuff and if the plan should be approved with a confirmation order. The report relates that the plan calls for unsecured creditors with $225,000 in claims to be paid 44 percent. Assuming the plan is implemented, the properties will be transferred to a liquidating trust, with sale proceeds earmarked for the lenders. If they wish, the lenders may buy the properties using debt rather than cash. About Coldwater Portfolio Coldwater Portfolio Partners LLC filed a voluntary Chapter 11 petition (Bankr. N.D. Ind. Case No. 12-31182) on April 4, 2012. CPP, a limited liability company organized under the laws of the state of Delaware, was formed in January 2006 with the purpose of owning and operating 38 commercial real estate properties. The majority of the properties are shadow retail centers located adjacent to Wal-Mart Supercenters throughout the Midwest and Southern States. The Debtor has developed relationships with nationwide retailers who operate local stores at the Shadow Retail Centers, including Dollar Tree, Game Stop, Sally Beauty, and Fashion Bug. The Shadow Retail Centers are particularly attractive commercial retail properties with business arising from the Wal-Mart customer traffic. Bankruptcy Judge Harry C. Dees, Jr., oversees the case. Forrest B. Lammiman, Esq., and David L. Kane, Esq., at Meltzer, Purtill & Stelle LLC, serve as the Debtor's counsel. Variant Capital Advisors LLC provides investment banking services to the Debtor. CPP estimated assets of $10 million to $50 million and debts of $50 million to $100 million. CPP is a subsidiary of CPP Holdings LLC. Kenneth S. Klein, manager of CPP, signed the Chapter 11 petition. A related entity, Coldwater Portfolio Partners II, LLC, owns and operates nine shadow retail centers in the Midwest and Southern United States. Klein Retail Centers, Inc. is the parent of Coldwater II. The Debtor's properties were financed with a loan in the original principal amount of $74.3 million where U.S. Bank NA serves as trustee for the securitization that owns the loans. The loans are serviced by Torchlight Investors LLC. In February 2013, the bankruptcy court authorized the Debtor to sell properties at an auction. The Debtor abandoned plans for auction sales in May. COLUMBUS EXPLORATION: Two Creditors Want Case Dismissed ------------------------------------------------------- The Dispatch Printing Company and Donald C. Fanta ask the Bankruptcy Court to dismiss the involuntary bankruptcy case against Columbus Exploration LLC. The creditor movants assert that the involuntary bankruptcy is the latest tactic of the Debtor's management to maintain control of the company and avoid scrutiny of its bad behavior. The Creditors specify that, among other things: -- the Debtor filed a voluntary Chapter 7 petition in the Court about a year ago, on the eve of the start of a receivership trial in Ohio, thus staying that action; -- the Debtor does not have any ongoing business operations; and -- the only chance the Debtor has of a financial turnaround is recovery of the Down Treasure, the only potential asset of any significant value. About Columbus Exploration An involuntary Chapter 11 case was lodged against Columbus Exploration LLC by five creditors. The case is assigned Case Number: 13-10347 and is pending before Judge Peter J. Walsh of the U.S. Bankruptcy Court for the District of Delaware. The Petitioners are represented by James E. Huggett, Esq., at Margolis Edelstein, in Wilmington, Delaware. Alleged creditors who signed the involuntary petition are Debbie Burley, Robol Law Office, LLC, Lorz Communications, Inc., Richard T. Robol, and Stephen Alexander CPA, Inc. CONTOURGLOBAL POWER: Moody's Corrects May 30 Ratings Release ------------------------------------------------------------ Moody's Investors Service corrected on June 5, 2013, a ratings release on ContourGlobal Power Holdings S.A. The corrected release is as follows: Moody's Investors Service announced that it has withdrawn the B2 Corporate Family Rating (CFR) and B2-PD Probability of Default Rating (PDR) on ContourGlobal Power Holdings S.A. (Contour) and the B2 senior secured rating on Contour's proposed $350 million term loan and speculative grade liquidity rating of SGL-3. The proposed term loan was never executed as Contour has decided to pursue other financing options. The stable outlook has also been withdrawn. Ratings Rationale Moody's has withdrawn the rating because it believes it has insufficient or otherwise inadequate information to support the maintenance of the rating. CONVERTED ORGANICS: Completes Acquisition of Finjan --------------------------------------------------- Converted Organics Inc. successfully completed its merger with Finjan, Inc., in which the Company acquired Finjan. The name of the Company has been changed to Finjan Holdings, Inc. The Company's common stock will continue be quoted on the OTC markets under the symbol "COIN," although the Company anticipates that a new symbol will be assigned to reflect the change of the Company's name to "Finjan Holdings, Inc." "This transaction to become a public company is the starting point of our creating a platform for future investments and acquisitions related to the cyber security space," said Phil Hartstein, the Company's newly designated president. "We are pleased to have the continued support and backing of our original institutional and corporate investors as we transition to the next stage of our company's development." The Company is approximately 91.5 percent owned by former Finjan stockholders. As part of this transaction, members of the current Finjan senior management team have replaced the existing management of the Company. The Board of Directors of the Company will consist of a new Board largely comprised of the prior members of the Finjan Board, the current CEO/Chairman of COIN, with several designated board openings. Effective 10 days after the mailing of an information statement to stockholders, as required under Federal securities laws, the Company's newly appointed Board of Directors will include: * Michael Eisenberg, Partner in Benchmark Capital; * Daniel Chinn, CEO of Finjan, Inc. and former Partner of Israel Seed Partners; * Alex Rogers, Partner at Harbourvest; * Eric Benhamou, Chairman of Benhamou Global Ventures; and * Edward Gildea, former Chairman and CEO of Converted Organics. In November 2009, Finjan's operating business was acquired by M86 Security, Inc., subsequently acquired by Trustwave Holdings, Inc., both of which continue to sell and support Finjan products and customer installations. As part of this transaction, Finjan retained complete ownership over its intellectual property portfolio, granting a license to M86, and subsequently a license to Trustwave. Finjan's intellectual property portfolio consists of over 20 issued U.S. and seven international patents, multiple pending U.S. and international applications, all of which are in and around the security space. Daniel Chinn, CEO of Finjan and a newly appointed member of the Company's Board of Directors, added, "This transaction allows us to rebuild our company, reassume our role as thought leaders in the cyber security market and give us access to the capital markets which will be important for our future growth plans." The transaction was effected by way of the Merger of a newly formed subsidiary of the Company with and into Finjan. In connection with the Merger, the Company has agreed to file a registration statement on Form S-1 with the Securities and Exchange Commission to register most of the shares issued in connection with the Merger for resale. As part of this transaction, the Company entered into a Lock-Up agreement with all significant former Finjan, Inc., stockholders, representing approximately 90 percent of the total capitalization of Finjan Holdings, Inc. About Finjan Finjan is an online security and technology company which owns a portfolio of patents, related to software that proactively detects malicious code and thereby protects end-users from identity and data theft, spyware, malware, phishing, trojans and other online threats. Founded in 1997, Finjan is one of the first companies to develop and patent technology and software that is capable of detecting previously unknown and emerging threats on a real-time, behavior-based basis, in contrast to signature-based methods of intercepting only known threats to computers, which were previously standard in the online security industry. About Converted Organics Boston, Mass.-based Converted Organics Inc. utilizes innovative clean technologies to establish and operate environmentally friendly businesses. Converted Organics currently operates in three business areas, namely organic fertilizer, industrial wastewater treatment and vertical farming. Converted Organics disclosed a net loss of $8.42 million in 2012, as compared with a net loss of $17.98 million in 2011. The Company's balance sheet at March 31, 2013, showed $2.66 million in total assets, $5.19 million in total liabilities, and a $2.53 million total stockholders' deficit. Moody, Famiglietti & Andronico, LLP, in Tewksbury, Massachusetts, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2012, citing recurring losses and negative cash flows from operations and an accumulated deficit that raises substantial doubt about the Company's ability to continue as a going concern. CUMULUS MEDIA: No Amounts Outstanding Under 2011 Credit Pact ------------------------------------------------------------ Cumulus Media Inc. has amended its First Lien Credit Agreement, dated as of Sept. 16, 2011, as amended and restated Dec. 20, 2012, among the Company. Pursuant to the Amendment, the consolidated total net leverage ratio covenant contained in the First Lien Credit Agreement, with which the Company was required to comply in the event amounts were outstanding under the revolving credit facility thereunder has been replaced with a consolidated first lien net leverage ratio covenant, and the total commitments under the Revolving Facility were reduced from $300 million to $150 million. Through Dec. 31, 2013, the consolidated first lien net leverage ratio with which the Company must comply in the event amounts are outstanding under the Revolving Facility is 4.5 to 1.0. That ratio will be reduced in subsequent future periods, to 3.75 to 1.0 at Dec. 31, 2014, and thereafter. At March 31, 2013, the Company had no amounts outstanding, or availability, under the Revolving Facility. If the Company was subject to the consolidated first lien net leverage ratio covenant in lieu of the consolidated total net leverage ratio covenant at that date, that ratio would have been 3.2 to 1.0, and the Company would have had $150 million of available borrowing capacity under the Revolving Facility. About Cumulus Media Founded in 1998, Atlanta, Georgia-based Cumulus Media Inc. (NASDAQ: CMLS) -- http://www.cumulus.com/-- is the second largest operator of radio stations, currently serving 110 metro markets with more than 525 stations. In the third quarter of 2011, Cumulus Media purchased Citadel Broadcasting, adding more than 200 stations and increasing its reach in 7 of the Top 10 US metros. Cumulus also acquired the Citadel/ABC Radio Network, which serves 4,000+ radio stations and 121 million listeners, in the transaction Cumulus Media said in its annual report for the year ended Dec. 31, 2011, that lenders under the 2011 Credit Facilities have taken security interests in substantially all of the Company's consolidated assets, and the Company has pledged the stock of certain of its subsidiaries to secure the debt under the 2011 Credit Facilities. If the lenders accelerate the repayment of borrowings, the Company may be forced to liquidate certain assets to repay all or part of such borrowings, and the Company cannot assure that sufficient assets will remain after it has paid all of the borrowings under those 2011 Credit Facilities. If the Company was unable to repay those amounts, the lenders could proceed against the collateral granted to them to secure that indebtedness and the Company could be forced into bankruptcy or liquidation. Cumulus Media put AR Broadcasting Holdings Inc. and three other units to Chapter 11 protection (Bankr. D. Del. Lead Case No. 11-13674) in 2011 after struggling to pay off debts that topped $97 million as of June 30, 2011. Holdings estimated debts between $50 million and $100 million but said assets are worth less than $50 million. AR Broadcasting operated radio stations in Missouri and Texas. The Company's balance sheet at March 31, 2013, showed $3.71 billion in total assets, $3.40 billion in total liabilities, $72.36 million in total redeemable preferred stock, and $236.56 million in total stockholders' equity. * * * Standard & Poor's Ratings Services in October 2011 affirmed is 'B' corporate credit rating on Cumulus Media. "The ratings reflect continued economic weakness and higher post- acquisition leverage than we initially expected," said Standard & Poor's credit analyst Jeanne Shoesmith. "They also reflect the combined company's sizable presence in both large and midsize markets throughout the U.S." As reported by the TCR on Nov. 20, 2012, Moody's Investors Service affirmed the B1 Corporate Family Rating of Cumulus Media. The company's B1 corporate family rating is forward looking and reflects Moody's expectation that management will continue to reduce debt balances with free cash flow resulting in net debt-to- EBITDA ratios of less than 6.0x (including Moody's standard adjustments, and treating preferred shares as 75% debt) over the rating horizon, with further improvement thereafter consistent with management's 4.0x reported leverage target. As reported by the TCR on April 3, 2013, Moody's Investors Service downgraded Cumulus Media, Inc.'s Corporate Family Rating to B2 from B1 and Probability of Default Rating to B2-PD from B1-PD. The downgrades reflect Moody's view that the pace of debt repayment and delevering will be slower than expected. Although EBITDA for 4Q2012 reflects growth over the same period in the prior year, results fell short of Moody's expectations. DEAN FOODS: S&P Raises Rating on $1BB Sec. Revolver Debt to 'BB' ---------------------------------------------------------------- Standard & Poor's Ratings Services raised its issue-level rating on Dean Foods Co.'s $1 billion senior secured revolving credit facility due 2014 by one notch to 'BB' from 'BB-'. S&P revised the recovery rating to '1' from '2', indicating its expectation for very high (90% to 100%) recovery in the event of a payment default. In addition, S&P raised its issue-level rating on Dean Foods Co.'s senior unsecured notes, consisting of $500 million senior notes due 2016 and $400 million senior notes due 2018, also by one notch to 'B' from 'B-'. S&P revised the recovery rating to '5' from '6', indicating its expectation for modest (10% to 30%) recovery in the event of a payment default. The 'B+' corporate credit rating on Dean Foods remains unchanged, as does the 'B-' issue-level rating on subsidiary Dean Holding Co.'s $142 million senior notes due 2017. The recovery rating on Dean Holding's senior unsecured notes remains '6', indicating S&P's expectation for negligible (0% to 10%) recovery in the event of a payment default. The rating actions follow the recent completion of the company's spin-off of the majority of its remaining ownership interest in its subsidiary, The WhiteWave Foods Co., to Dean Foods shareholders. The spin-off results in the removal of WhiteWave Foods' debt and earnings from Dean Foods' future consolidated financial statements, which will reflect solely the company's Fresh Dairy Direct operations. Dean Foods' recovery prospects improved, resulting in higher recovery and issue-level ratings, despite a lower enterprise value for the remaining entity (reflecting, in part, a reduction in priority debt). The ratings on Dean Foods Co. reflect S&P's view of the company's "aggressive" financial risk profile and "fair" business risk profile. The company's aggressive financial risk profile reflects its moderated leverage, expected lower future margins resulting from the sale of its higher margin businesses, adequate free operating cash flows, and adequate liquidity. Key credit factors include the company's position as the leading national dairy company in the U.S., its exposure to recently volatile U.S. dairy industry conditions, and its reduction in product and customer diversity from sales of its higher-margin operating segments. RATING LIST Dean Foods Co. Dean Holding Co. Corporate credit rating B+/Positive/-- Issue Ratings Raised; Recovery Ratings Revised To From Dean Foods Co. Senior secured $1.0 bil. revolver due 2014 BB BB- Recovery rating 1 2 Senior unsecured $500 mil. notes due 2016 B B- Recovery rating 5 6 $400 mil. notes due 2018 B B- Recovery rating 5 6 Rating Affirmed; Recovery Rating Unchanged Dean Holding Co. Senior unsecured B- Recovery Rating 6 DECISION DIAGNOSTICS: Incurs $932K Net Loss in First Quarter ------------------------------------------------------------ Decision Diagnostics Corp. filed its quarterly report on Form 10-Q, reporting a net loss of $931,855 on $1.1 million of revenue for the three months ended March 31, 2013, compared with a net loss of $105,344 on $2.5 million of revenue for the same period last year. The Company's balance sheet at March 31, 2013, showed $4.2 million in total assets, $3.9 million in total liabilities, contingencies of $170,069, and stockholders' equity of $164,226. A copy of the Form 10-Q is available at http://is.gd/u6Ls11 Westlake Village California-based Decision Diagnostics Corp. is a nationwide prescription and non-prescription diagnostics and home testing products distributor, selling a range of diagnostic test kits and at-home testing products. * * * As reported in the TCR on April 24, 2013, L.L. Bradford & Company, LLC, in Las Vegas, Nevada, expressed substantial doubt about Decision Diagnostics' ability to continue as a going concern, citing the Company's recurring losses from operations. DETROIT PUBLIC SCHOOLS: Moody's Cuts Issuer rating to 'B2' ---------------------------------------------------------- Moody's Investors Service has downgraded to B2 from B1 the issuer rating of Detroit Public Schools (DPS). The outlook on the rating remains negative. Summary Rating Rationale The downgrade to the B2 issuer rating primarily incorporates continued operational weaknesses driven by a steady and likely ongoing decline in enrollment. While the district's financial position improved in fiscal 2012, it did so through the issuance of deficit bonds that resulted in material growth in the district's direct debt burden. In addition, as operating revenue continues to decline, the share of resources dedicated to debt service has grown and will likely increase further in the coming years. Operational results were weaker than expected in fiscal 2012 and may be negative in fiscal 2013. The rating also incorporates the potentially stabilizing oversight of a state- appointed emergency manager and the economic and demographic weakness within the City of Detroit (GO rated Caa1/negative). The maintenance of a negative outlook reflects the pressure that continued enrollment loss will likely exert on the district's operations. As revenues continue to fall, further expenditure adjustments will be necessary in order to reduce the deficit General Fund balance. Furthermore, a reduction in operating revenue will result in additional growth in the share of General Fund resources dedicated to debt service. STRENGTHS - Management's willingness to reduce expenditures through a combination of staff reductions and school closures - State oversight of district operations given continued tenure of a state-appointed emergency manager with broad powers to correct operational pressures CHALLENGES - Sustained deficit position in the General Fund - Growing debt burden tied to issuance of deficit reduction bonds - Fixed debt service costs growing as a share of General Fund revenues - Ongoing declines in district enrollment and operating revenue - Challenged economic conditions evidenced by elevated unemployment and significant tax base depreciation - Weak socioeconomic profile and steady population decline Outlook The maintenance of a negative outlook reflects the pressure that continued enrollment loss will likely exert on the district's operations. As revenues continue to fall, further expenditure adjustments will be necessary in order to reduce the deficit General Fund balance. Furthermore, a reduction in operating revenue will result in additional growth in the share of General Fund resources dedicated to debt service. WHAT COULD CHANGE THE RATING -- UP (or cause removal of the negative outlook) - Trend of positive operations in the General Fund - Considerable improvement in local economic conditions, including renewed tax base appreciation WHAT COULD CHANGE THE RATING -- DOWN - Further operating shortfalls that result in a weakened General Fund position - Continued revenue losses that are not sufficiently offset with expenditure reductions - Growth in the district's elevated debt burden - Additional economic deterioration, such as an increase in unemployment or large declines in tax base valuations - Filing for federal bankruptcy protection under Chapter 9 of the US Bankruptcy Code Rating Methodology The principal methodology used in this rating was General Obligation Bonds Issued by US Local Governments published in April 2013. DEX ONE: Suspending Filing of Reports with SEC ---------------------------------------------- Dex One Corporation filed a Form 15 with the U.S. Securities and Exchange Commission to voluntarily terminate the registration of its common stock. There was no holder of the Company's common stock as of June 3, 2013. As a result of the Form 15 filing, the Company is suspending its obligations to file reports with the SEC. 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. The Debtors emerged from Chapter 11 bankruptcy protection on April 30, 2013. DYNCORP INT'L: Moody's Rates Revised Bank Facility 'Ba2' -------------------------------------------------------- Moody's Investors Service has assigned a Ba2 rating to the revised and amended bank facility of DynCorp International Inc. Concurrently, all of the company's existing ratings, including the B1 Corporate Family Rating, have been affirmed. The rating outlook is stable. The pending amendment to the first lien credit facility will extend the revolver maturity date by two years and change some other terms. Ratings assigned: $150 million first lien revolver due 2016, Ba2, LGD2, 20% $327.3 million first lien term loan due 2016, Ba2, LGD2, 20% Ratings affirmed: $150 million first lien revolver due 2014, Ba2, LGD2, 20% (rating to be withdrawn upon transaction close) $570 million first lien term loan due 2016, Ba2, LGD2 20% (outstanding amount $327.3 million at present, rating to be withdrawn upon transaction close) $455 million 10 3/8% unsecured notes due 2017, B2, LGD5, to 74% from 75% Speculative Grade Liquidity, SGL-3 Ratings Rationale Affirmation of the B1 Corporate Family Rating recognizes DynCorp's scale, its proven effectiveness at serving U.S. military/diplomatic operations throughout the world, and likelihood that credit metrics should - even as fielded troop numbers in Afghanistan decline -- remain commensurate with the rating. As U.S. troop levels in-theatre wind down across 2013- 2014, the volume of work should not proportionally decline since base consolidation and mobilization-related tasks under DynCorp's LOGCAP segment (43% of 2012 revenues) will likely rise. At Q1-2013 debt to EBITDA was 4.9x with EBITDA to interest of 2.8x (Moody's adjusted basis, which includes an operating lease adjustment and excludes goodwill impairment charges), consistent with the rating. Good cash flow characteristics of the defense services business model suggest that DynCorp should be able to continue prepaying debt across 2013-2014. Since 2010, the first lien term loan has been reduced to $327 million from $570 million. The company's cash tax rate will rise in 2013 and 2014, but potential to prepay another $80 million to $100 million near-term seems high. The Stable rating outlook continues despite the coming decline in U.S. wartime budget authority. Free cash flow should stay strong across 2014 while opportunities to sustain backlog beyond - backlog/revenue of 1.3x at Q1-2013 - are several. Scale, services diversity and field presence could help DynCorp compete for contracts covering logistics/transport/disposition of U.S. military equipment now positioned in Afghanistan; revenue opportunities may be large depending on that mission's ultimate scope. Well established credentials within the U.S. Department of State (DoS) could help DynCorp vie for Afghanistan-based DoS contracts that may emerge as the military campaign ebbs. While many of the 60,000 or so U.S. troops will leave the region by late 2014, a portion may remain in place and the size of that presence could offer a meaningful tail of LOGCAP revenues. Some recent contract wins at the company's Aviation segment (33% of 2012 revenues) are also encouraging because those contracts are not heavily based on Afghanistan-related activities and margins exceed those of LOGCAP. The Speculative Grade Liquidity Rating continues at SGL-3, denoting an adequate liquidity profile. Expectation of free cash flow generation near-term, a lack of scheduled debt amortizations and good covenant headroom support the SGL-3. Working capital needs have historically been low but acquisition processing revisions of the federal government took hold during Q1-2013 and boosted accounts receivables days to 80 from 68. In turn, DynCorp's revolver borrowing level rose to $41 million from $0 during Q1-2013. With sequestration in place and the U.S. debt ceiling likely to be reached this autumn, working capital needs could again rise this year. Against a $3.9 billion revenue base, the $150 million revolver commitment size seems rather small. The revolver's July 2014 expiration date represents another constraining liquidity consideration. Extension of the revolver expiration date to 2016, as expected once the amendment closes, will help the profile, as would expectation of a cash balance closer to $100 million. (Unrestricted cash was $68 million at Q1- 2013.) Upward rating momentum would depend on expectation of a good liquidity profile, debt to EBITDA sustained around 4x or less, with EBIT to interest above 2x. The outlook or ratings would be lowered if the liquidity profile were to weaken, or if debt to EBITDA were expected above 5x with retained cash flow to debt below 10% (all ratios Moody's adjusted basis). Besides core business performance, balance between the debt reduction and investment initiatives will likely be important to rating stability. 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. DynCorp International Inc., headquartered in Falls Church, VA, provides mission-critical support services outsourced by U.S. military, non-military U.S. governmental agencies and foreign governments. DynCorp is an operating subsidiary of Delta Tucker Holdings, Inc., which is majority-owned by affiliates of Cerberus Capital Management, LP. Revenues for the twelve months ended March 29, 2013 were approximately $3.9 billion. DYNCORP INT'L: S&P Affirms 'B+' CCR & Revises Outlook ----------------------------------------------------- Standard & Poor's Ratings Services said that it affirmed its 'B+' corporate credit rating on U.S.-based DynCorp International Inc. and revised the outlook to stable from negative. At the same time, S&P affirmed its existing 'BB-' issue-level rating on the company's proposed amended credit facility--which includes up to a $50 million add-on to the revolver--with a '2' recovery rating, indicating S&P's expectation of substantial (70%-90%) recovery in a simulated payment default scenario. "The outlook revision to stable reflects our belief that credit metrics, which have improved over the past year as a result of earnings growth combined with debt reduction, will remain appropriate for the rating over the next year, including debt to EBITDA between 4x and 4.5x," said Standard & Poor's credit analyst Chris Mooney. "Although we believe revenues and earnings will likely decline due to U.S. defense budget pressures, the company should still generate decent free cash flow, which--if mostly used for debt reduction--should offset the impact of lower earnings on credit ratios". "We assess DynCorp's financial risk profile as "aggressive" due to relatively high debt following a leveraged buyout in 2010 by private-equity firm Cerberus Capital Management L.P. We expect the company to continue to reduce debt, but we believe bolt-on acquisitions funded with internal cash are also possible. We view the likelihood of a dividend as low over the next two years given the challenging operating environment DynCorp faces," S&P noted. "We assess DynCorp's business risk profile as "weak" due to U.S. defense budget reductions, increased price competition, limited contract diversity, the risky nature of some of its operations, and possible changes to U.S. foreign policy. Roughly 75% of DynCorp's revenues are derived from Afghanistan and the Middle East. The ratings benefit somewhat from the firm's leading market positions," S&P added. The outlook is stable. S&P expects continued debt reduction to offset the impact of lower sales and earnings over the next year, such that debt to EBITDA remains between 4x and 4.5x. S&P could lower the rating if debt to EBITDA rises above 5x, which could be the result of less-than-expected debt reduction, debt-financed acquisitions or dividends, or greater-than-expected operating challenges. According to S&P's criteria, the company's ownership by a private-equity firm and the potential for a debt-financed dividend or other transaction that could significantly increase leverage eliminates the possibility of an upgrade under the current ownership structure. EASTMAN KODAK: Seeks Approval to Hire Buck as Actuarial Consultant ------------------------------------------------------------------ Eastman Kodak Co.'s official committee of unsecured creditors filed an application to hire Buck Consultants LLC as its actuarial consultant. The firm will provide actuarial consulting services in connection with the retirement plans sponsored by Kodak and its subsidiaries, and assist the committee in evaluating the companies' worldwide pension liabilities. Buck Consultants will be paid for its services on an hourly basis and will receive reimbursement for work-related expenses. The hourly rates charged by the firm for professionals range between $84 and $740. The firm does not represent any other entity with adverse interest in connection with Kodak's bankruptcy case, according to a declaration by Mary Mitchell, a principal at Buck Consultants. A court hearing to consider approval of the application is set for June 20. About Eastman Kodak Rochester, New York-based Eastman Kodak Company and its U.S. subsidiaries on Jan. 19, 2012, filed voluntarily Chapter 11 petitions (Bankr. S.D.N.Y. Lead Case No. 12-10202) in Manhattan. Subsidiaries outside of the U.S. were not included in the filing and are expected to continue to operate as usual. Kodak, founded in 1880 by George Eastman, was once the world's leading producer of film and cameras. Kodak sought bankruptcy protection amid near-term liquidity issues brought about by steeper-than-expected declines in Kodak's historically profitable traditional businesses, and cash flow from the licensing and sale of intellectual property being delayed due to litigation tactics employed by a small number of infringing technology companies with strong balance sheets and an awareness of Kodak's liquidity challenges. In recent years, Kodak has been working to transform itself from a business primarily based on film and consumer photography to a smaller business with a digital growth strategy focused on the commercialization of proprietary digital imaging and printing technologies. Kodak has 8,900 patent and trademark registrations and applications in the United States, as well as 13,100 foreign patents and trademark registrations or pending registration in roughly 160 countries. Attorneys at Sullivan & Cromwell LLP and Young Conaway Stargatt & Taylor, LLP, serve as counsel to the Debtors. FTI Consulting, Inc., is the restructuring advisor. Lazard Freres & Co. LLC, is the investment banker. Kurtzman Carson Consultants LLC is the claims agent. The Official Committee of Unsecured Creditors has tapped Milbank, Tweed, Hadley & McCloy LLP, as its bankruptcy counsel. Michael S. Stamer, Esq., David H. Botter, Esq., and Abid Qureshi, Esq., at Akin Gump Strauss Hauer & Feld LLP, represent the Unofficial Second Lien Noteholders Committee. The Retirees Committee has hired Haskell Slaughter Young & Rediker, LLC, and Arent Fox, LLC as Co-Counsel; Zolfo Cooper, LLC, as Bankruptcy Consultants and Financial Advisors; and the Segal Company, as Actuarial Advisors. Robert J. Stark, Esq., Andrew Dash, Esq., and Neal A. D'Amato, Esq., at Brown Rudnick LLP, represent Greywolf Capital Partners II; Greywolf Capital Overseas Master Fund; Richard Katz, Kenneth S. Grossman; and Paul Martin. Kodak completed the $527 million sale of digital-imaging technology on Feb. 1, 2013. Kodak intends to reorganize by focusing on the commercial printing business. At the end of April 2013, Kodak filed a proposed reorganization plan offering 85 percent of the stock to holders of the remaining $375 million in second-lien notes. The other 15 percent is for unsecured creditors with $2.7 billion in claims and retirees who have a $635 million claim from the loss of retirement benefits. There will be a hearing on June 13 for the U.S. Bankruptcy Court in New York to consider approving disclosure materials so creditors can begin voting on Kodak's plan. EASTMAN KODAK: Gets Approval to Reject Contracts With CSI, et al. ----------------------------------------------------------------- Eastman Kodak Co. obtained approval from U.S. Bankruptcy Judge Allan Gropper to cancel its contracts with Creative Sensor Inc., Chicony Power Technology Co. Ltd., DecisionOne Corp. and Xpedx. A list of the contracts is available for free at http://is.gd/cxnMmq About Eastman Kodak Rochester, New York-based Eastman Kodak Company and its U.S. subsidiaries on Jan. 19, 2012, filed voluntarily Chapter 11 petitions (Bankr. S.D.N.Y. Lead Case No. 12-10202) in Manhattan. Subsidiaries outside of the U.S. were not included in the filing and are expected to continue to operate as usual. Kodak, founded in 1880 by George Eastman, was once the world's leading producer of film and cameras. Kodak sought bankruptcy protection amid near-term liquidity issues brought about by steeper-than-expected declines in Kodak's historically profitable traditional businesses, and cash flow from the licensing and sale of intellectual property being delayed due to litigation tactics employed by a small number of infringing technology companies with strong balance sheets and an awareness of Kodak's liquidity challenges. In recent years, Kodak has been working to transform itself from a business primarily based on film and consumer photography to a smaller business with a digital growth strategy focused on the commercialization of proprietary digital imaging and printing technologies. Kodak has 8,900 patent and trademark registrations and applications in the United States, as well as 13,100 foreign patents and trademark registrations or pending registration in roughly 160 countries. Attorneys at Sullivan & Cromwell LLP and Young Conaway Stargatt & Taylor, LLP, serve as counsel to the Debtors. FTI Consulting, Inc., is the restructuring advisor. Lazard Freres & Co. LLC, is the investment banker. Kurtzman Carson Consultants LLC is the claims agent. The Official Committee of Unsecured Creditors has tapped Milbank, Tweed, Hadley & McCloy LLP, as its bankruptcy counsel. Michael S. Stamer, Esq., David H. Botter, Esq., and Abid Qureshi, Esq., at Akin Gump Strauss Hauer & Feld LLP, represent the Unofficial Second Lien Noteholders Committee. The Retirees Committee has hired Haskell Slaughter Young & Rediker, LLC, and Arent Fox, LLC as Co-Counsel; Zolfo Cooper, LLC, as Bankruptcy Consultants and Financial Advisors; and the Segal Company, as Actuarial Advisors. Robert J. Stark, Esq., Andrew Dash, Esq., and Neal A. D'Amato, Esq., at Brown Rudnick LLP, represent Greywolf Capital Partners II; Greywolf Capital Overseas Master Fund; Richard Katz, Kenneth S. Grossman; and Paul Martin. Kodak completed the $527 million sale of digital-imaging technology on Feb. 1, 2013. Kodak intends to reorganize by focusing on the commercial printing business. At the end of April 2013, Kodak filed a proposed reorganization plan offering 85 percent of the stock to holders of the remaining $375 million in second-lien notes. The other 15 percent is for unsecured creditors with $2.7 billion in claims and retirees who have a $635 million claim from the loss of retirement benefits. There will be a hearing on June 13 for the U.S. Bankruptcy Court in New York to consider approving disclosure materials so creditors can begin voting on Kodak's plan. EDISON MISSION: Sec. 341(a) Meeting Scheduled for June 20 --------------------------------------------------------- The U.S. Trustee for will convene a meeting of creditors in Edison Mission Energy, et al.'s Chapter 11 case on June 20, 2013, at 11:00 a.m. The meeting will be held at the Dirksen Federal Building, Room 804, at 219 South Dearborn Street, in Chicago, Illinois. All creditors are invited, but not required, to attend. The 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 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. EME said it doesn't plan to emerge from Chapter 11 until December 2014 to receive benefits from a tax-sharing agreement with parent Edison International Inc. EMERITO ESTRADA: Files Chapter 11 in Puerto Rico ------------------------------------------------ Emerito Estrada Rivera Isuzu De PR Inc., a car dealer in Puerto Rico, filed a bare-bones Chapter 11 petition (Bankr. D.P.R. Case No. 13-04608) in Old San Juan, on June 4. Alexis Fuentes Hernandez, Esq., at Fuentes Law Offices, serves as counsel. The Debtor says its sole asset is a real property is worth $16.5 million. It has $8.68 million in liabilities, of which $8.1 million is secured. EPAZZ INC: Incurs $1.9 Million Net Loss in 2012 ----------------------------------------------- Epazz, Inc., filed with the U.S. Securities and Exchange Commission its annual report on Form 10-K disclosing a net loss of $1.90 million on $1.19 million of revenue for the year ended Dec. 31, 2012, as compared with a net loss of $336,862 on $735,972 of revenue for the year ended Dec. 31, 2011. The Company's balance sheet at Dec. 31, 2012, showed $1.37 million in total assets, $1.84 million in total liabilities and a $471,511 total stockholders' deficit. M&K CPAS, PLLC, 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 an accumulated deficit of $(4,114,756) and a working capital deficit of $(681,561), which raises substantial doubt about its ability to continue as a going concern. Bankruptcy Warning "We cannot be certain that any such financing will be available on acceptable terms, or at all, and our failure to raise capital when needed could limit our ability to continue and expand our business. We intend to overcome the circumstances that impact our ability to remain a going concern through a combination of the commencement of additional revenues, of which there can be no assurance, with interim cash flow deficiencies being addressed through additional equity and debt financing. Our ability to obtain additional funding for the remainder of the 2012 year and thereafter will determine our ability to continue as a going concern. There can be no assurances that these plans for additional financing will be successful. Failure to secure additional financing in a timely manner to repay our obligations and supply us sufficient funds to continue our business operations and on favorable terms if and when needed in the future could have a material adverse effect on our financial performance, results of operations and stock price and require us to implement cost reduction initiatives and curtail operations. Furthermore, additional equity financing may be dilutive to the holders of our common stock, and debt financing, if available, may involve restrictive covenants, and strategic relationships, if necessary to raise additional funds, and may require that we relinquish valuable rights. In the event that we are unable to repay our current and long-term obligations as they come due, we could be forced to curtail or abandon our business operations, and/or file for bankruptcy protection; the result of which would likely be that our securities would decline in value and/or become worthless." A copy of the Form 10-K is available for free at: http://is.gd/m9QYDr About EPAZZ Inc. Chicago, Ill.-based EPAZZ, Inc., was incorporated in the State of Illinois on March 23, 2000, to create software to help college students organize their college information and resources. The idea behind the Company was that if the information and resources provided by colleges and universities was better organized and targeted toward each individual, the students would encounter a personal experience with the college or university that could lead to a lifetime relationship with the institution. This concept is already used by business software designed to retain relationships with clients, employees, vendors and partners. EVANS & SUTHERLAND: Shareholders Elect Two Directors ---------------------------------------------------- Evans & Sutherland Computer Corporation held its 2013 Annual Meeting of Shareholders on May 16, 2013, at which the shareholders elected David H. Bateman and Tim Pierce were elected as directors. The shareholders ratified the selection of Tanner LC as the independent registered public accounting firm for 2013 and approved, on a non-binding discretionary basis, the compensation paid to the Company's named executive officers. The shareholders also indicated "3 years" as the frequency of future advisory votes on the compensation paid to the Company's named executive officers. About Evans & Sutherland Salt Lake City, Utah-based Evans & Sutherland Computer Corporation in conjunction with its wholly owned subsidiary, Spitz Inc., creates innovative digital planetarium systems and cutting-edge, fulldome show content. E&S has developed Digistar 5, the world's leading digital planetarium with fulldome video playback, real- time computer graphics, and a complete 3D digital astronomy package fully integrated into a single theater system. This technology allows audiences to be immersed in full-color, 3D computer-generated interactive worlds. As a full-service system provider, E&S also offers Spitz domes, hybrid planetarium systems integrated with Digistar and a full range of theater systems from audio and lighting to theater automation. E&S markets include planetariums, science centers, themed attraction venues, and premium large-format theaters. E&S products have been installed in over 1,300 theaters worldwide. The Company's balance sheet at March 31, 2013, showed $23.7 million in total assets, $49.5 million in total liabilities, and a stockholders' deficit of $25.8 million. Distress Termination of Pension Plan "On Jan. 7, 2013, the Company submitted a PBGC Form 600 Distress Termination, Notice of Intent to Terminate, to the PBGC. The notice filing initiates an application process by the Company with the PBGC for the distress termination of the Pension Plan. "The unfunded obligation of the Pension Plan, as reported on the Company's financial statements was $28,252,000 as of March 29, 2013. The Company believes business operations could produce adequate funds to meet the contributions to the Pension Plan trust in sufficient amounts to satisfy regulatory funding standards through the first six months of 2014 but has stopped making such contributions beginning in October 2012 in order to maintain adequate working capital levels for business operations through 2014. "If the distress termination is approved, the ERISA Title IV insurance fund, which is administered by the PBGC would take possession of the assets in the Pension Plan trust and pay future Pension Plan benefits. Through this process, the Company will seek to negotiate, with the PBGC, a settlement of its Pension Plan liabilities on terms that are feasible for the Company to continue in business as a going concern through 2014 and beyond, which is consistent with the purposes of the provisions of ERISA. There can be no assurance that the Company will be successful in these efforts. The condensed consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty." EVERGREEN ACQCO1: S&P Corrects Rating; Rates $75MM Revolver 'B' --------------------------------------------------------------- Standard & Poor's Ratings Services said it assigned its 'B' corporate credit rating to Evergreen AcqCo1 LP (d/b/a Savers). The outlook is stable. At the same time, S&P withdrew its 'B' corporate credit rating on Savers Inc. S&P also assigned its 'B' issue-level ratings to the company's $75 million revolver and $715 million term loan, with a recovery rating of '3', indicating S&P's expectation for meaningful (50% to 70%) recovery of principal in the event of a payment default. S&P views Savers' business risk profile as weak, reflecting its narrow focus, potential for merchandise shortages if charitable donations decline, and increased competition from mass merchants and nonprofit thrift shops," said Standard & Poor's credit analyst Diya Iyer. "In our view, the company's profitability depends on its ability to grow, especially in the U.S. in the coming year," she added. The rating outlook is stable, based on S&P's expectation that Savers will continue to post healthy sales and increase profits in the coming year as still-high unemployment and a rebounding but weak U.S. housing market spur demand for used goods. "We would consider lowering our rating if the integration of the Unique Chicago store base faltered or U.S. and Canadian economic slowdowns led to lower-than-expected charitable donations and subsequent merchandise supply shortages. This would lead to slower revenue growth and margin contraction such that leverage remains in the 7.0x area. In our view, that could occur if sales grow in the single-digit-percentage area or gross margin declines 50 basis points (bps) in fiscal 2013. This would result in EBITDA increasing only in the single-digit-percentage range from current pro forma levels. We could also lower ratings if the company's new owners add significant additional debt in the coming year to fund a dividend or large acquisition," S&P noted. Given Savers' credit measures, U.S. expansion plans, and Unique Chicago integration risks, S&P is not expecting to raise its ratings over the coming year. In this unlikely scenario, Savers would need to deleverage more than 2.0x to the high 5.0x area, which would require more than 300 bps of gross margin expansion or sales growth in the mid-20% area. EVERGREEN OIL: Files Schedules of Assets & Liabilities ------------------------------------------------------ Evergreen Oil, Inc., filed with the U.S. Bankruptcy Court for the Central District of California its schedules of assets and liabilities, disclosing: Name of Schedule Assets Liabilities ---------------- -------------- -------------- A. Real Property $5,154,311 B. Personal Property $78,585,437 C. Property Claimed as Exempt D. Creditors Holding Secured Claims $76,863,352 E. Creditors Holding Unsecured Priority Claims $69,951 F. Creditors Holding Unsecured Non-priority Claims $12,369,456 -------------- ------------- TOTAL $83,739,748 $89,302,759 About Evergreen Oil Headquartered in Irvine, California, with facilities located in Newark and Carson, California, Evergreen Oil Inc. is one of the largest waste oil collectors in California, and the only oil re-refining operation in California. Founded in 1984, EOI is also a major provider of hazardous waste services, offering customers across California a full range of environmental services to handle all of their waste management needs. Evergreen Oil and its parent, Evergreen Environmental Holdings, Inc., sought Chapter 11 protection (Bankr. C.D. Cal. Case Nos. 13-13163 and 13-13168) on April 9, 2013, in Santa Ana California. The Debtors on the petition date filed applications to employ Levene, Neale, Bender, Yoo & Brill L.L.P. as bankruptcy counsel; Jeffer, Mangels Butler & Mitchell L.L.P. as special corporate counsel effective; and Cappello Capital Corp. as exclusive investment banker. The Debtors each estimated assets and debts of $50 million to $100 million. According to the docket, the formal schedules of assets and liabilities are due April 23, 2013. EXIDE TECHNOLOGIES: Said to Be Preparing Ch.11 Filing by September ------------------------------------------------------------------ Emily Glazer, writing for The Wall Street Journal, reports that car-and machine-battery maker Exide Technologies Inc. is preparing for a potential bankruptcy-protection filing by this summer, said people familiar with the matter. According to WSJ, sources disclosed restructuring professionals working on the matter: -- restructuring lawyers at Skadden, Arps, Slate, Meagher & Flom LLP are working with Exide; -- law firm Akin Gump Strauss Hauer & Feld LLP is advising an independent board committee; -- Paul, Weiss, Rifkind, Wharton & Garrison LLP is working with some bondholders and Andrews Kurth LLP is working with convertible-note holders; -- Turnaround firm Alvarez & Marsal is working with the company; -- Investment bank Houlihan Lokey is working with some bondholders; -- Moelis & Co. is working with convertible-note holders WSJ recounts that in early April, Exide disclosed it retained Lazard Ltd. to review options for reworking its finances. Shares sank about 48% to $1.37 after trade publication Debtwire initially reported the Lazard hiring. The shares closed at 34 cents in 4 p.m. trading Thursday, down 16%. Exide,based in Milton, Georgia, faces an about $56 million debt payment in September. According to WSJ, a person familiar with the situation said any Chapter 11 filing isn't expected to include the company's European operations, . These operations account for more than half of the company's revenues. Any Chapter 11 filing would be Exide's second in a decade. The report also notes that Exide in April said it was suspending operations at a Vernon, Calif., secondary lead-recycling facility to comply with an order from the California Department of Toxic Substances Control. The company had said it didn't know how long the suspension of operations at the Vernon facility will last but that the facility provides a "significant portion" of its domestic lead requirements. EXIDE TECHNOLOGIES: Director Dominic Pileggi Resigns ---------------------------------------------------- Dominic J. Pileggi notified the Chairman of the Board of Directors of his decision to resign from his position as director, effective May 29, 2013. Mr. Pileggi's resignation did not result from any disagreements with management or the Board. 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. FLUX POWER: CEO and CFO OK Temporary Salary Reduction ----------------------------------------------------- Chris Anthony, CEO, and Ron Dutt, CFO, have agreed to a temporary reduced salary of $2,776 per month each from $16,750 and $14,166, respectively. This reduction will remain in effect until cash flow from operations improves, additional financing is secured, and until the Board of Directors approves subsequent changes. All other terms of Messrs. Anthony's and Dutt's employment agreements, dated Oct. 20, 2009, and Dec. 11, 2012, respectively, remain unchanged. About Flux Power Escondido, California-based Flux Power Holdings, Inc., designs, develops and sells rechargeable advanced energy storage systems. The Company reported a net loss of $231,000 on $700,000 of net revenue for the nine months ended March 31, 2013, compared with a net loss of $1.1 million on $3.0 million of revenue for the nine months ended March 31, 2012. The Company's balance sheet at March 31, 2013, showed $2.5 million in total assets, $4.7 million in total liabilities, and a stockholders' deficit of $2.1 million. According to the quarterly report for the period ended March 31, 2013, there are certain conditions which raise substantial doubt about the Company's ability to continue as a going concern. "We have a history of losses and have experienced a lack of revenue due to the time to launch the Company's revised business strategy. Our operations have primarily been funded by the issuance of common stock. Our continued operations are dependent on our ability to complete equity financings, increase credit lines, or generate profitable operations in the future. FNBH BANCORP: Tim Westran a 5% Shareholder as of May 31 ------------------------------------------------------- Timothy Robin Westran disclosed in a regulatory filing with the U.S. Securities and Exchange Commission that, as of May 31, 2013, he beneficially owned 23,434 shares of common stock of FNBH Bancorp, Inc., representing 5.15 percent of the shares outstanding. A copy of the Schedule 13G is available for free at: http://is.gd/zY4JQ0 About FNBH Bancorp Howell, Michigan-based FNBH Bancorp, Inc., is a one-bank holding company, which owns all of the outstanding capital stock of First National Bank in Howell. The Bank was originally organized in 1934 as a national banking association. As of Dec. 31, 2011, the Bank had approximately 85 full-time and part-time employees. The Bank serves primarily five communities, Howell, Brighton, Green Oak Township, Hartland, and Fowlerville, all of which are located in Livingston County. FNBH disclosed net income of $329,000 in 2012, as compared with a net loss of $3.57 million in 2011. The Company's balance sheet at March 31, 2013, showed $295.38 million in total assets, $285.44 million in total liabilities and $9.94 million in total shareholders' equity. BDO USA, LLP, in Grand Rapids, Michigan, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2012. "The Corporation's subsidiary bank ("Bank") is significantly undercapitalized under regulatory capital guidelines and, during 2009, the Bank entered into a consent order regulatory enforcement action ("consent order") with its primary regulator, the Office of the Comptroller of the Currency. The consent order requires management to take a number of actions, including, among other things, increasing and maintaining its capital levels at amounts in excess of the Bank's current capital levels. As discussed in Note 20, the Bank has not yet met the higher capital requirements and is therefore not in compliance with the consent order. As a result of the uncertain potential impact of future regulatory actions, circumstances exist that raise substantial doubt about the Corporation's ability to continue as a going concern." GMX RESOURCES: Kenworthy Out as CEO; Dave Baggett Takes Over ------------------------------------------------------------ Ken Kenworthy, Jr., notified GMX Resources Inc. of his resignation from the Company's Board of Directors, as well as his resignation as Chief Executive Officer of the Company, effective as of May 29, 2013. On May 28, 2013, the Company appointed David Baggett as a Retained Person pursuant to the Company's Superpriority Debtor-in- Possession Credit and Guaranty Agreement. In that capacity as the Retained Person, Mr. Baggett will act as the Company's principal executive officer. Mr. Baggett's scope of responsibilities include assuming the lead management position relative to guiding the Company and its subsidiaries through the bankruptcy, evaluation, development and negotiation of the restructuring of the Company and its subsidiaries, including any asset purchase agreements or auction bid procedures. Mr. Baggett will report to the Board of Directors of the Company, and hold direct responsibility for all: (i) legal and sale/restructuring process decisions; (ii) marketing materials; (iii) new expenditures or cash payments; (iv) financial and operational reporting to all constituents in the chapter 11 proceedings; (v) operational decisions; (vi) personnel decisions; (vii) compensation decisions; and (viii) internal management and employee meetings. David Baggett, age 51, is the Founder and Managing Partner of Opportune LLP, a consulting firm specializing in assisting energy clients with corporate finance, complex financial reporting, process and technology, strategy and organization, dispute resolution, enterprise risk, tax and outsourcing. Mr. Baggett served as a director of Encore Energy Partners GP LLC, the general partner of Encore Energy Partners LP, from September 2010 until its merger with and into Vanguard Natural Resources, LLC in December 2011 and served as the Chairman of the Audit Committee and served on the Conflicts Committee. Mr. Baggett has over 30 years of business experience, including six years as a partner with Deloitte & Touche and six years as a senior executive in the energy industry. Mr. Baggett previously served on the boards of American Plumbing and Mechanical (AMPAM), Genesis Energy, Inc., and ERCOT, the independent system operator for electrical markets in Texas. Mr. Baggett does not have any family relationships with any director or executive officer of the Company. On May 28, 2013, the Company entered into a letter agreement with Opportune LLP for the purpose of Opportune providing the management services of David Baggett as the Retained Person and other services in connection with the restructuring. Opportune will bill the Company for the services of Mr. Baggett and any additional personnel at hourly rates set forth in the Engagement Letter. The billable rate for Mr. Baggett will be $585 per hour. However, at no time shall the professional fees payable to Opportune in any month exceed $50,000 or that increased amount as has been approved by the Company's Board of Directors. The Engagement Letter may be terminated by either party without cause by giving 30 days' written notice to the other party. About GMX Resources GMX Resources Inc. -- http://www.gmxresources.com/-- is an independent natural gas production company headquartered in Oklahoma City, Oklahoma. GMXR has 53 producing wells in Texas & Louisiana, 24 proved developed non-producing reservoirs, 48 proved undeveloped locations and several hundred other development locations. GMXR has 9,000 net acres on the Sabine Uplift of East Texas. GMXR has 7 producing wells in New Mexico. The Company's strategy is to significantly increase production, revenues and reinvest in increasing production. GMXR's goal is to grow and build shareholder value every day. The Company reported net losses of $206.44 million in 2011, $138.29 million in 2010, and $181.08 million in 2009. The Company's balances sheet at Sept. 30, 2012, showed $343.14 million in total assets, $467.64 million in total liabilities and a $124.49 million total deficit. GMX Resources filed a Chapter 11 petition in its hometown (Bankr. W.D. Okla. Case No. 13-11456) on April 1, 2013, so secured lenders can buy the business in exchange for $324.3 million in first-lien notes. GMX missed a payment due in March 2013 on $51.5 million in second- lien notes. Other principal liabilities include $48.3 million in unsecured convertible senior notes. The DIP financing provided by senior noteholders requires court approval of a sale within 75 days following approval of sale procedures. The lenders and principal senior noteholders include Chatham Asset Management LLC, GSO Capital Partners, Omega Advisors Inc. and Whitebox Advisors LLC. The Official Committee of Unsecured Creditors tapped Winston & Strawn LLP as its counsel. GOOD SAMARITAN: Moody's Cuts Rating on $64.5MM Bonds to 'B1' ------------------------------------------------------------ Moody's Investors Service has downgraded to B1 from Ba2 the long- term bond rating assigned to Good Samaritan Hospital's (PA) $64.5 million of outstanding bonds issued by the Lebanon County Health Facilities Authority, PA. The rating outlook is changed to negative, and the hospital is removed from under review. Ratings Rationale: The rating downgrade follows Good Samaritan Hospital's (GSH) continued poor financial performance during 10 months of FY 2013, following weak performance in FY 2012, with admissions and market share declining in a demographically challenged area. The negative rating outlook at the lower rating level reflects GSH's difficulty operating as a standalone community hospital in an entrepreneurial physician environment with a growing pension liability and reliance on short-term government provider tax monies. Challenges * Continued, material operating losses through 10 months FY 2013, with an operating cash flow margin of 3% and -4.9% operating margin following a 2.5% operating cash flow margin at FYE 2012 and -5.6 operating margin. * Liquidity remains weak at 77 days cash and 57% cash to debt at ten months FY 2013; to maintain cash management has stretched payables, adopted MAP21 to smooth pension payments and deferred capital spending, with capital spending averaging less than half depreciation during FYs 2010-2012. * GSH faces heavy competition in its secondary service area, which has resulted in declines in admissions and market share in recent years. Through 10 months FY 2013, admissions have fallen 8.8% compared to a year earlier after falling 9.4% during FY 2012. Inpatient admissions fell 22% from FY 2008- 2012, though this is offset somewhat by an increase in observation stays. * Service area continues to face intense entrepreneurial activity and physician alignment challenges. * Pension liability grew to $52.8 million in FY 2012 (with comprehensive debt now nearly doubling direct debt liabilities) from $27.5 million in FY 2011; employer contributions grew to $6.7 million in FY 2012 from $5.5 million in FY 2011. Strengths * GSH is the sole inpatient provider in its primary service area. * Moderate debt burden with no debt plans in the near future. * GSH has a conservative debt structure with all fixed rate debt and no derivative exposure. * Net recipient of state payments through provider tax program. Outlook The revised outlook to negative at the lower rating level reflects GSH's difficulty operating as a standalone community hospital in an entrepreneurial physician environment with a growing pension liability and reliance on short-term government provider tax monies. What Could Change The Rating -- UP With a negative outlook, an upgrade is unlikely in the near-term. Over the longer-term sustained growth in all operating measures and cash flow generation, allowing for continued de-leveraging and strengthening of balance sheet and leverage indicators; reversal of current inpatient demand trajectory What Could Change The Rating -- DOWN Continued operating losses and decline in cash flow; decline in cash, increase in debt (or debt equivalents in the form of capital leases) without commensurate increases in cash flow, or continued declines in volumes The principal methodology used in this rating was Not-for-Profit Healthcare Rating Methodology published in March 2012. HARRON COMMUNICATIONS: S&P Rates $465MM Sr. Secured Debt 'BB' ------------------------------------------------------------- Standard & Poor's Ratings Services assigned its 'BB' issue-level rating and '1' recovery rating to Harron Communications L.P.'s proposed $465 million senior secured credit facilities. The '1' recovery rating reflects S&P's our expectation for very high (90% to 100%) recovery for lenders in the event of a payment default. The credit facilities consist of a $60 million revolving credit facility due 2018, a $180 million term loan A due 2018, and a $225 million term loan B due 2020. S&P expects that proceeds will be used to refinance loans under the company's existing credit facilities, of which about $404.3 million was outstanding as of March 31, 2013. The 'B+' corporate credit rating and stable rating outlook on Frazer, Pa.-based cable system operator Harron Communications L.P. remains unchanged. As a result of the refinancing, S&P expects a modest decline in annual interest expense and no change in debt to EBITDA, which was approximately 6.4x as of March 31, 2013, pro forma for its $65 million notes add-on and shareholder redemptions in May. Under S&P's base-case scenario, it expects that debt to EBITDA could decline to the low-6x area in 2013 based on continued mid- to high-single-digit percent EBITDA growth. The ratings on Harron incorporate S&P's view of the company's "satisfactory" business risk profile, reflecting its good profitability, its operations in less-competitive second-tier markets, its position as the leading provider of pay-TV services in its markets, and S&P's expectation of healthy growth prospects for high-speed data (HSD) services. Tempering risk factors include a mature basic video services business with only modest revenue growth prospects, below-industry-average HSD and telephone penetration, and competitive pressures from direct-to-home (DTH) satellite providers for video services and local telephone companies for HSD and voice services. S&P views the company's financial risk profile as "highly leveraged," given S&P's expectation that fully adjusted debt to EBITDA will remain above 5x over the next few years, and that funds from operations (FFO) to debt will remain below 12%. RATINGS LIST Harron Communications L.P. Corporate Credit Rating B+/Stable/-- New Rating MetroCast Cablevision of New Hampshire LLC Gans Communications L.P. MetroCast Communications of Connecticut LLC MetroCast Communications of Mississippi LLC Senior Secured* $60 Mil. Revolving Credit Fac. Due 2018 BB Recovery Rating 1 $180 Mil. Term Loan A Due 2018 BB Recovery Rating 1 $225 Mil. Term Loan B Due 2020 BB Recovery Rating 1 * Harron Communications L.P. is the guarantor. HD SUPPLY: BofA, et al., Commit to Amend $1.5BB ABL Credit Pact --------------------------------------------------------------- HD Supply, Inc., entered into a commitment letter with General Electric Capital Corporation, Bank of America, N.A., Barclays Bank PLC, JPMorgan Chase Bank, N.A., Wells Fargo Bank, N.A., Credit Suisse AG, Cayman Islands Branch, Citigroup Global Markets Inc., on behalf of itself and Citibank, N.A., Citicorp USA, Inc., Citicorp North America, Inc., Deutsche Bank Trust Company Americas, UBS Loan Finance LLC, Goldman Sachs Bank USA, PNC Bank, National Association and SunTrust Bank, under which the Lenders have committed to provide the Company with an amendment to its existing ABL Credit Agreement, dated as of April 12, 2012, in the aggregate principal amount of $1,500,000,000. The commitment to enter into the Amendment will expire on Oct. 15, 2013, and is subject to the initial public offering of HD Supply Holdings, Inc. The Amendment will (i) reduce the applicable margin for borrowings under the ABL Facility by 0.25 percent; (ii) reduce the commitment fee applicable thereunder; (iii) extend the maturity date of the ABL Facility to the date that is five years from the Amendment effective date; (iv) make certain changes to the borrowing base and (v) reduce the sublimit available for letters of credit under the ABL Facility from $400 million to $250 million. A copy of the Commitment Letter is available for free at: http://is.gd/zMqFrp About HD Supply HD Supply, Inc., headquartered in Atlanta, Georgia, is one of the largest North American wholesale distributors supporting residential and non-residential construction and to a lesser extent electrical consumption and repair and remodeling. HDS also provides maintenance, repair and operations services. Its businesses are organized around three segments: Infrastructure and Energy; Maintenance, Repair & Improvement; and, Specialty Construction. HDS operates through approximately 800 locations throughout the U.S. and Canada serving contractors, government entities, maintenance professionals, home builders and professional businesses. For the 12 months ended Feb. 3, 2013, the Company incurred a net loss of $1.17 billion on $8.03 billion of net sales, as compared with a net loss of $543 million on $7.02 billion of net sales for the 12 months ended Jan. 29, 2012. The Company's balance sheet at Feb. 3, 2013, showed $7.33 billion in total assets, $8.92 billion in total liabilities and a $1.59 billion total stockholders' deficit. * * * As reported by the TCR on Jan. 11, 2013, Moody's Investors Service upgraded HD Supply, Inc.'s ("HDS") corporate family rating to B3 from Caa1 and its probability of default rating to B3 from Caa1. This rating action results from our expectations that HDS will refinance a significant portion of its senior subordinated notes due 2015, effectively extending the remainder of its maturities by at least two years to 2017. HD Supply carries a 'B' corporate credit rating, with negative outlook, from Standard & Poor's Ratings Services. HERCULES OFFSHORE: Repurchase Offer Expires; $61MM Notes Tendered ----------------------------------------------------------------- The offer to repurchase all of the outstanding 3.375 percent convertible senior notes due 2038 issued by the Company on June 3, 2008, expired on May 31, 2013. The Company has been advised by the Paying Agent that $61,274,000 aggregate principal amount of Notes were tendered pursuant to the terms of the Optional Put Repurchase Offer and not withdrawn. The Company has accepted all those Notes for payment, and, in accordance with the terms of the Notes, the Indenture and the Offer Statement, the Company has forwarded to the Paying Agent the appropriate amount of cash required to pay the Optional Put Repurchase Price for the validly surrendered Notes. Pursuant to the terms of the Indenture, the Paying Agent will promptly distribute cash to all holders of tendered Notes that have previously surrendered the applicable Notes and will promptly distribute cash to the holders of tendered Notes not yet surrendered once those holders surrender the applicable Notes. The Paying Agent will return to the Company any cash that remains unclaimed after two years, together with interest, if any, on that cash. As of the close of business on May 31, 2013, after giving effect to the repurchase of the Notes pursuant to the Optional Put Repurchase Offer, $7,027,000 aggregate principal amount of Notes remained outstanding. 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 March 31, 2013, showed $2 billion in total assets, $1.08 billion in total liabilities and $919.58 million in stockholders' equity. * * * 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. HERMES FINANCIAL: In Default of TSX Venture Exchange's Policies --------------------------------------------------------------- Hermes Financial Inc. on June 6 disclosed that at the request of the TSX Venture Exchange this press release is being issued to acknowledge that the Company is offside the Exchange's requirements for holding an Annual General Meeting for the second time. The Exchange's regulations require issuers to hold an Annual General Meeting within 15 months of the previous AGM. While the Company remains in default of the Exchange's Policies, the Company has received an Order dated May 30, 2013 from the Court of Queen's Bench of Alberta extending the date for the Company's next AGM until December 20, 2013. The Company had on May 30, 2013, issued a Notice of Meeting and Record Date which it filed on SEDAR and set the AGM to be held on December 20, 2013. However this was done in error as it was filed prior to NI 54-101 Policy of SEDAR filing 25 days prior to the record date. The Company undertakes to hold an AGM prior to the extended deadline date and issue a Notice of Meeting and Record Date in accordance with NI 54-101 once it has found an outside director to meet TSX requirements. The Company has undertaken to the Exchange that it will hold its future annual meetings within the time period required by the Exchange's Policies. Hermes Financial Inc. is a Canada-based company. The principal business of the Company is the development, exploration and production of oil and gas located in Alberta, Canada. On December 18, 2009, the Company completed its Qualifying Transaction by acquiring certain petroleum properties in Alberta. HIGHWAY TECHNOLOGIES: Final DIP Hearing on June 10 -------------------------------------------------- Highway Technologies Inc. and HTS Acquisition Co. will ask final court approval at a hearing set for 11:00 a.m., June 10, of their request to borrow $3 million to fund the liquidation of their assets in an orderly fashion. Judge Kevin J. Carey on May 24 granted interim approval of the DIP financing, thus allowing the Debtors to access $2 million pending final approval. The DIP facility is being provided by Oak Hill Special Opportunities Fund, L.P., Oak Hill Special Opportunities Fund (Management), LP and Wynnchurch Capital Partners II, L.P., which are a subset of the prepetition lenders. The DIP facility consists of a multi-draw term loan facility in an aggregate principal amount of up to $3 million. The DIP lenders will receive a DIP fee equal to 3% of the DIP loans. The DIP loans will bear interest at 10% per annum, with the interest rising to 12% in the event of default. The DIP facility will mature July 31, 2013, or earlier if the Debtors fail to accomplish any of these milestones: * Entry of an interim DIP order by May 24, 2013. * Approval of the auction procedures by June 11, 2013. * Entry of the final DIP order by June 11, 2013. * Auction conducted by July 15, 2013. The Court's interim order also authorizes the Debtor to use cash collateral. The Debtors will grant Ableco Finance LLC, as administrative agent and collateral agent for the prepetition lenders, adequate protection including replacement liens. Sureties Worried About Projects Argonaut Insurance Company, which issued 30 performance and payment bonds totaling $10 million for the Debtor's projects located in six states, says any DIP financing order should require segregation of cash collateral arising from bonded projects and prohibit the Debtors' use of such funds. "The Debtors have no ongoing operations, told over 90% of their employees to go home, and have ceased project performance in the field. Due to the nature of the Debtors' business (traffic control) and the Debtors' failure to implement a plan for smooth transition of the projects prepetition there are serious public safety issues. Argo Surety has already been contacted by numerous obligees on bonded projects to address life safety issues impacting the traveling public," Argonaut Surety tells the Court. Argonaut says that due to the Debtors' default on the bonded projects, the contract balances and any affirmative claims of the Debtors on the bonded projects do not constitute property of the Estate under Section 541 of the Bankruptcy Code. Argonaut, aside from filing an objection, has filed a motion for relief from the automatic stay so that the bonded projects can be completed and administered (whether by Argonaut, the obligees, or third parties). Another surety, Aspen American Insurance Company, filed a similar motion for lift stay. Argonaut is represented by: WHITEFORD TAYLOR & PRESTON LLC Thomas J. Francella, Jr., Esq. The Renaissance Centre 405 North King Street, Suite 500 Wilmington, DE 19801 Telephone: (302) 357-3252 Facsimile: (302) 357-3272 E-mail: tfrancella@wtplaw.com - And - LANGLEY WEINSTEIN LLP Keith A. Langley, Esq. Gina D. Shearer, Esq. 901 Main Street, Suite 600 Dallas, TX 75202 Telephone: (214) 722-7161 Facsimile: (214) 722-7160 E-mail: klangley@lwllp.com Aspen American Insurance is represented by: DUANE MORRIS LLP Richard W. Riley, Esq. Sommer L. Ross, Esq. 222 Delaware Avenue, Suite 1600 Wilmington, Delaware 19801-1659 Tel: (302) 657-4900 Fax: (302) 657-4901 E-mail: rwriley@duanemorris.com slross@duanemorris.com About Highway Technologies Highway Technologies Inc. and affiliate HTS Acquisition Inc. sought Chapter 11 protection (Bankr. D. Del. Case No. 13-11325 to 13-11326) on May 22 to conduct an orderly liquidation. Attorneys at Pachulski Stang Ziehl & Jones LLP serve as counsel to the Debtors. Kurtzman Carson Consultants LLC is the claims and notice agent. The prepetition lenders are represented by David M. Hilllman, Esq., at Schulte Roth & Zabel, in New York. The company's balance sheet as of March 31, 2013, showed $55 million in total assets and $102 million in liabilities. HIGHWAY TECHNOLOGIES: Seeks OK for Pachulski, Imperial Hiring ------------------------------------------------------------- Highway Technologies Inc. and affiliate HTS Acquisition Inc. seek approval from the Bankruptcy Court to employ Pachulski Stang Ziehl & Jones LLP as their bankruptcy counsel and Imperial Capital, LLC, as financial advisor. A hearing is slated for June 27, 2013 at 3:00 p.m. Objections are due June 7 at 4:00 p.m. The principal attorneys and paralegals at PSZ&J presently designated to represent the Debtors are: Personnel Hourly Rate --------- ----------- Richard M. Pachulski $995 Debra I. Grassgreen $875 Bruce Grohsgal $750 Maria A. Bove $645 John W. Lucas $555 Kathleen F. Finlayson $295 Kati L. Suk $235 PSZ&J received payments totaling $375,000 during the year prior to the Petition Date in connection with its prepetition representation of the Debtors. Imperial will, among other things, provide analysis of the Debtors' operations, provide financial valuation, assist in developing a restructuring plan, and assist in any asset sales. Imperial will receive a monthly advisory fee of $150,000 per month for the first 2 months and $100,000 per month thereafter. In the event of a restructuring, Imperial will earn a restructuring fee equal to 5 percent of the aggregate of all consideration received by the Debtors. In the event of a sale of the assets, Imperial will be entitled to a sale transaction fee under these terms: * If the Company files a notice pursuant to a sale procedures motion to approve an intact branch sale within 45 days of the Petition Date, the company will be charged 7.5% on the gross proceeds, which amount will be payable at the applicable closing. In exchange for Imperial working with Hilco Industrial, LLC to finalize any branch sale, Imperial and Hilco will split the transaction fee. * If the Company files a notice pursuant to a sale procedures motion to approve a bulk sale within 45 days of the Petition Date, Hilco will be entitled to charge an industry standard buyer's premium of 15 percent for machinery and equipment that is sold. In exchange for Imperial working with Hilco to finalize any such sale, Imperial will be entitled to 25 percent of the buyer's premium collected by Hilco. To the best of the Debtor's knowledge, Imperial and PSZ&J do not hold or represent any interest adverse to the Debtors' estates and is a "disinterested person" as that phrase is defined in Sec. 101(14) of the Bankruptcy Code. KCC Hiring Approved The Debtors have obtained approval from the Bankruptcy Court to hire Kurtzman Carson Consultants LLC as noticing and claims agent. The Debtors will pay KKC for its services, expenses and supplies at the rates or prices in accordance with the KCC Fee Structure. The Debtors also agree to pay the reasonable out of pocket expenses incurred by KCC in connection with the services provided. The document containing the Fee Structure was not included in the application posted in KCC's Web site. About Highway Technologies Highway Technologies Inc. and affiliate HTS Acquisition Inc. sought Chapter 11 protection (Bankr. D. Del. Case No. 13-11325 to 13-11326) on May 22 to conduct an orderly liquidation. Attorneys at Pachulski Stang Ziehl & Jones LLP serve as counsel to the Debtors. Kurtzman Carson Consultants LLC is the claims and notice agent. The prepetition lenders are represented by David M. Hilllman, Esq., at Schulte Roth & Zabel, in New York. The company's balance sheet as of March 31, 2013, showed $55 million in total assets and $102 million in liabilities. HORIZON LINES: Names Bill Hamlin as EVP and COO ----------------------------------------------- William A. Hamlin has been named executive vice president and chief operating officer of Horizon Lines, Inc. In his new role, Mr. Hamlin will continue to report to Sam Woodward, president and chief executive officer. Mr. Hamlin joined Horizon Lines in March 2011 as Senior Vice President of Operations. His responsibilities include ocean transportation services, inland transportation, terminals, equipment management, maintenance, network management, labor relations, security, safety and environmental. "Bill has successfully managed our company's complex operating environment since joining Horizon Lines just over two years ago," Mr. Woodward said. "He came to us as a widely respected industry executive and has continued to demonstrate strong leadership and clear vision during his tenure here. He has earned the confidence and trust of his colleagues and is the best person to lead operations as we strive to attain our vision of the future." Mr. Hamlin joined Horizon Lines from Jamian McElroy & Hamlin, LLC, a consulting firm specializing in transportation and infrastructure, domestic and international security and environmental issues. He served as a partner at the firm from 2009 to 2011. Prior to that, Mr. Hamlin held various executive positions with Norwegian Cruise Line Holdings Ltd., which he joined in 2004. During his tenure, he was responsible for fleet operations and new builds, and he led the project team in France that built the $1.2 billion Norwegian Epic, the second-largest cruise ship ever built at that time. From 1999 to 2004, Mr. Hamlin worked for APL Ltd., where he rose to President of APL's Americas Region after serving as Vice President of Operations, with responsibility for all port, equipment and inland transportation for the Americas. He also served as President of the company's Eagle Marine Services, with responsibility for operations of four West Coast U.S. terminals in Los Angeles, Oakland, Seattle and Dutch Harbor, Alaska. Mr. Hamlin is a graduate of the University of Maine, and he began his career taking a position in Saudi Arabia. He held several positions in international trade and transportation in Riyadh and Jeddah before joining U.S. Lines in 1984, where he was stationed in both Saudi Arabia and Brazil. In 1986, Mr. Hamlin joined Horizon Lines' predecessor, Sea-Land Service, Inc. During his tenure with Sea-Land, Mr. Hamlin's responsibilities included managing the global container and chassis fleet, as well as rail and truck operations. He was Vice President, Transportation and Equipment Operations when he left Sea-Land in 1999 to join APL. Mr. Hamlin has served on the board of directors of the Pacific Maritime Association and the Pacific Merchant Shipping Association, as well as the North America Maritime Ministry Association and the Ocean Carrier Equipment Management Association. He is a current board member of the University of Denver Intermodal Transportation Institute. In connection with Mr. Hamlin's appointment, the Board of Directors approved an annual base salary of $330,000, an annual target bonus pursuant to the Company's Cash Incentive Plan of 60 percent of his annual base salary, and a grant of 175,000 additional restricted stock units. About Horizon Lines Charlotte, N.C.-based Horizon Lines, Inc. (NYSE: HRZ) is the nation's leading domestic ocean shipping and integrated logistics company. The Company owns or leases a fleet of 20 U.S.-flag containerships and operates five port terminals linking the continental United States with Alaska, Hawaii, Guam, Micronesia and Puerto Rico. The Company provides express trans-Pacific service between the U.S. West Coast and the ports of Ningbo and Shanghai in China, manages a domestic and overseas service partner network and provides integrated, reliable and cost competitive logistics solutions. For the year ended Dec. 23, 2012, the Company incurred a net loss of $94.69 million, as compared with a net loss of $229.41 million the year ended Dec. 25, 2011. The Company's balance sheet at March 24, 2013, showed $654.68 million in total assets, $690.23 million in total liabilities and a $35.55 million total stockholders' deficiency. Refinancing The Company was not in compliance with the maximum senior secured leverage ratio and the minimum interest coverage ratio under its Senior Credit Facility at the close of its third fiscal quarter ended Sept. 25, 2011. Non-compliance with these financial covenants constituted an event of default, which could have resulted in acceleration of the maturity. None of the indebtedness under the Senior Credit Facility or Notes was accelerated prior to the completion of a comprehensive refinancing on Oct. 5, 2011. The Senior Credit Facility and 99.3% of the 4.25% Convertible Senior Notes were repaid as part of the refinancing. In addition, as a result of the completion of the refinancing, the short-term obligations under the Senior Credit Facility, the Notes and the Bridge Loan have been classified as long-term debt. As a result of the efforts to refinance the Company's debt and the 2011 amendments to the Senior Credit Facility, the Company paid $17.3 million in financing costs and recorded a loss on modification of debt of $0.6 million during 2011. * * * In June 2012, Moody's Investors Service affirmed Horizon Lines, Inc.'s Corporate Family Rating (CFR) and Probability of Default Rating ("PDR") at Caa2 and removed the LD ("Limited Default") designation from the rating in recognition of the conversion to equity of the $228 million of Series A and Series B Convertible Senior Secured notes due in October 2017 ("Notes"). Moody's said the affirmation of the Corporate Family and Probability of Default ratings considers that total debt has been reduced by the conversion of the Notes, but also recognizes the significant operating challenges that the company continues to face. HUDBAY MINERALS: Moody's Lowers Corp. Family Rating to 'B3' ----------------------------------------------------------- Moody's Investors Service downgraded HudBay Minerals Inc.'s corporate family rating (CFR) to B3 from B2, downgraded its probability of default rating to B3-PD from B2-PD, affirmed its B3 senior unsecured notes ratings and affirmed its speculative grade liquidity rating at SGL-3. The ratings outlook is stable. Ratings Rationale The rating action reflects Moody's belief that HudBay will likely require additional capital of around $400 million to complete development of its various growth projects and that the company will at least partially fund this requirement with debt rather than equity, as the rating had previously assumed. In addition, weaker than expected metal prices have reduced HudBay's earnings and weakened its liquidity compared to previous expectations. HudBay's senior unsecured rating has been affirmed at B3 although Moody's notes that this rating could face downward pressure if HudBay obtains additional prior ranking indebtedness as part of any financing plans. HudBay's B3 corporate family rating is driven by its small scale, concentration of near term activity in one underground copper and zinc mine in Canada and sizeable execution risks associated with the company's $1.5 billion Constancia copper mine in Peru and $794 million Lalor copper, zinc and gold mine in Canada. While the company's low-cost position, stable production at its flagship 777 mine and initial production at Lalor should support a base of earnings until production at its new developments begin to ramp up more substantially in late 2014, Moody's expects the company's leverage will remain in excess of 7x through this timeframe. HudBay's $1 billion in cash, $250 million in unused committed revolver availability and $250 million of remaining proceeds to be received under existing streaming transactions provide adequate liquidity to fund its growth plans over the next year. Liquidity capacity to absorb unforeseen adverse events however is minimal. The stable outlook reflects Moody's expectation that the company's key credit metrics will remain weak for the rating through 2014 but begin to improve significantly in early 2015 and that the company will maintain adequate liquidity. The ratings could be lowered if HudBay is unable to complete its current growth projects on-time and on-budget, if production challenges arise at the 777 mine or if the company's liquidity becomes weak (ie SGL-4). Upward rating pressure could occur if execution risks related to the development of Constancia and Lalor diminish and if leverage were expected to be sustained towards 4.5x. HudBay is a Canadian mining company that mines copper, zinc, and precious metals. The company's primary operating asset is the underground 777 mine located in Flin Flon, Manitoba. It is currently developing a $1.5 billion copper mine in Peru (Constancia) and $794 million copper, gold and zinc mine in Manitoba. Annual revenues total roughly $700 million. The principal methodology used in this rating was the Global Mining Industry Methodology published in May 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. IGPS COMPANY: Files Chapter 11 to Sell Assets to Balmoral Group --------------------------------------------------------------- iGPS Company LLC filed a Chapter 11 bankruptcy petition (Bankr. D. Del. Case No. 13-11459) on June 4, 2013, to sell its assets to a group led by Balmoral Funds LLC, absent higher and better offers. iGPS Company -- http://www.igps.net-- is the first and only plastic pallet pooling rental and leasing company in the U.S. It offers plastic pallets with embedded radio frequency identification (RFID) tags. Founded in 2006, the company is headquartered in Orlando, Florida, and has a sales and innovation center in Bentonville, Arkansas. The Debtor estimated $100 million to $500 million in assets and liabilities in its Chapter 11 petition. According to the board resolution authorizing the bankruptcy, Pegasus IGPS LLC owns 12.55% of the company; iGPS Co-Investment LLC owns 18.75%; Kia VIII (iGPS Sub), LLC owns 30.74%; and KIA VIII iGPS Blocker, LLC, owns 12.27%. Road to Bankruptcy Recently, the company encountered significant challenges due to higher than forecasted numbers of unreturned and damaged pallets, which resulted in a default under its prepetition credit facility. The Debtor has $148.8 million in principal outstanding under an asset-based lending facility from lenders previously led by Bank of America, N.A., as administrative agent. The Debtor estimates that it has no unrestricted cash equivalents and has $400,000 of cash collateral in its accounts. BofA delivered a notice of default in January 2012 and later signed waivers and a forbearance agreement that expired April 15, 2013. Gross revenues were $153.9 million, $172.1 million and $118.5 million in 2010, 2011, and 2012, respectively. Immediately before the bankruptcy filing, the company cut its workforce from 140 people to 54. Sale of the Assets Houlihan Lokey, which was tapped as investment banker in December 2012, conducted and extensive market process for the assets. The Company negotiated a sale agreement with Balmoral Funds LLC but the parties ultimately were unable to reach a final agreement. Immediately before the bankruptcy filing, the lenders agreed to sell their claims and interests under the credit facility to iGPS Logistics, a Delaware limited liability company formed as a joint venture by and among Balmoral, One Equity Partners, a shareholder of Schoeller Arca Systems Holdings B.V., and Jeff and Robert Liebesman. Simultaneously therewith, the group and the Company entered into the asset purchase agreement. iGPS Logistics has agreed to serve as the stalking horse bidder for the sale of substantially all of the Debtor's assets in a competitive and public Chapter 11 auction process. The Debtor has obtained agreement of Crystal Financial LLC to provide the Debtor with a $12 million DIP facility to fund operations during and after the Chapter 11 sales process. The Debtor expects to consummate the sale within 30 to 45 days. First Day Motions The Debtor has filed a variety of first day motions. It is seeking approval from the bankruptcy court to pay prepetition wages and benefits of 54 remaining employees, to stop utility companies from discontinuing service, pay insurance premiums, maintain its customer rebate programs, pay prepetition trust fund taxes, and pay postpetition administrative expense priority claims of "essential service providers". The Debtor also filed a motion seeking to enforce the turnover provisions of the Bankruptcy Code. The Debtor says that it employs 10 million pallets through its pooling systems. The Debtor says that its inability to recover pallets in the possession of third parties during the Chapter 11 case could cause disruption to operations of the business. Moreover, the Debtor is seeking permission to (i) enter into a senior secured, superpriority DIP financing facility of up to $12 million with Crystal Financial, and (ii) use cash collateral of the prepetition lenders. The Debtor has tapped Fox Rothschild LLP and White & Case LLP as attorneys; Shaun Martin of Winter Harbor LLC as chief restructuring officer; and AlixPartners LLC as claims and noticing agent. INTERLEUKIN GENETICS: Has No Outstanding Preferred Stock -------------------------------------------------------- Interleukin Genetics, Inc., entered into a Common Stock Purchase Agreement with various accredited investors, pursuant to which Interleukin sold securities to the Purchasers in a private placement transaction. Immediately prior to the closing of the Offering, and in accordance with the terms of the Purchase Agreement, all outstanding shares of the Company's Series A-1 convertible preferred stock, $0.001 par value per share and the Company's Series B convertible preferred stock, $0.001 par value per share, were converted into shares of the Company's common stock, $0.001 par value per share. Accordingly, the Company currently has no outstanding preferred stock. In connection with the Preferred Stock Conversion, following authorization from the Company's Board of Directors on May 30, 2013, the Company filed a Certificate of Elimination with the Secretary of State of the State of Delaware on May 31, 2013, which was effective upon filing. The Certificate of Elimination eliminates from the Company's Certificate of Incorporation all matters set forth in the Certificate of Designations with respect to the Series A-1 Preferred Stock and the Series B Preferred Stock and returns all those shares to the status of authorized and unissued shares of the preferred stock of the Company, without designation as to series. Board Committees On May 30, 2013, the Board appointed members of its committees as follows: 1) Audit Committee: Goran Jurkovic, Lionel Carnot and William C. Mills III (chair); 2) Compensation Committee: William C. Mills III, Roger Colman and Dayton Misfeldt (chair); and 3) Nominating Committee: Lionel Carnot and Roger Colman (chair). About Interleukin Waltham, Mass.-based Interleukin Genetics, Inc., is a personalized health company that develops unique genetic tests to provide information to better manage health and specific health risks. Interleukin Genetics disclosed a net loss of $5.12 million in 2012, as compared with a net loss of $5.02 million in 2011. The Company's balance sheet at March 31, 2013, showed $2.17 million in total assets, $16.95 million in total liabilities and a $14.78 million total stockholders' deficit. Grant Thornton LLP, in Boston, 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 $5,120,084 during the year ended December 31, 2012, and as of that date, the Company's total liabilities exceeded its total assets by $13,623,800. These conditions, among other factors, raise substantial doubt about the Company's ability to continue as a going concern. Bankruptcy Warning "We have retained a financial advisor and are actively seeking additional funding, however, based on current economic conditions, additional financing may not be available, or, if available, it may not be available on favorable terms. In addition, the terms of any financing may adversely affect the holdings or the rights of our existing shareholders. For example, if we raise additional funds by issuing equity securities, further dilution to our then- existing shareholders will result. Debt financing, if available, may involve restrictive covenants that could limit our flexibility in conducting future business activities. We also could be required to seek funds through arrangements with collaborators or others that may require us to relinquish rights to some of our technologies, tests or products in development. Our common stock was delisted from the NYSE Amex in 2010 and is currently trading on the OTCQBTM. As a result, our access to capital through the public markets may be more limited. If we cannot obtain additional funding on acceptable terms, we may have to discontinue operations and seek protection under U.S. bankruptcy laws." INSPIREMD INC: Inks Master Services Agreement with Medpace ---------------------------------------------------------- InspireMD Ltd., a wholly-owned subsidiary of InspireMD, Inc., entered into a master services agreement with Medpace, Inc., pursuant to which Medpace will perform certain services related to the management and execution of clinical trials involving InspireMD's medical device products. The scope and timing of Medpace's work, the compensation to be paid to Medpace and each party's responsibility for compliance with applicable regulations under the Services Agreement will be determined on a Trial-by- Trial basis. The Services Agreement may generally be terminated by either party upon 60 days prior notice, depending upon the status of the Trial for which Medpace is performing services at that time. InspireMD will have exclusive rights to the data produced by any Trial and Medpace will transfer to InspireMD all rights to any intellectual property developed during any Trial or relating to any Trial or to InspireMD's products or data being used during any Trial. Medpace, however will maintain its ownership of all computer programs, software, applications, proposals and other documentation used by Medpace that were not derived from or developed solely for InspireMD, as well as any alterations and improvements to those systems, software, applications or processes that were developed or made during any Trial, so long as such alterations and improvements were not through the use of any InspireMD data or materials. All data produced by any Trial will be kept confidential by both parties. On May 31, 2013, InspireMD provided written notice to Harvard Clinical Research Institute, Inc., of the termination of the Clinical Trial Services Agreement, dated as of Oct. 4, 2011, between InspireMD and Harvard. The termination of the Clinical Trial Services Agreement will be effective as of July 30, 2013. Under the Clinical Trial Services Agreement, Harvard was to conduct a study entitled "MGuard Stent System Clinical Trial in Patients with Acute Myocardial Infarction" on behalf of InspireMD. InspireMD terminated the Clinical Trial Services Agreement and entered into the Services Agreement with Medpace as a result of a re-evaluation of its clinical trial programs. 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). 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. For the nine months ended March 31, 2013, the Company incurred a net loss of $14.31 million on $3.37 million of revenues. The Company's balance sheet at March 31, 2013, showed $9.79 million in total assets, $13.20 million in total liabilities, and a $3.40 million total capital deficiency. 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." IZEA INC: Director Extends Maturities of Notes to Aug. 31 ---------------------------------------------------------- IZEA, Inc., entered into an agreement with Brian W. Brady, a director of the company, to extend the maturities on the Company's promissory notes payable to him of $500,000 dated April 11, 2013, and $250,000 dated May 22, 2013, until to Aug. 31, 2013. In consideration of the loans and their extensions, the Company has issued to Mr. Brady a warrant to purchase 1,000,000 shares of Common Stock at $0.25 per share exercisable until May 31, 2018. The Company has also agreed to issue upon the closing of a future contemplated financing, 1,687,500 restricted stock units, which vest upon the earlier of two years after issuance or completion of a transaction resulting in the change in control of the Company company, and a warrant to purchase 3,187,500 shares of Common Stock at $0.25 per share exercisable in whole or in part during the five years following the date of issuance. Concurrently with the closing of a future contemplated financing, Mr. Brady has agreed to convert the $750,000 principal amount and accrued interest under both promissory notes into equity on the same terms and conditions as are applicable to other investors in the financing. All other terms and conditions of the notes remain the same. A copy of the Agreement is available for free at: http://is.gd/IuA4j7 About IZEA, Inc. IZEA, Inc., headquartered in Orlando, Fla., believes it is a world leader in social media sponsorships ("SMS"), a rapidly growing segment within social media where a company compensates a social media publisher to share sponsored content within their social network. The Company accomplishes this by operating multiple marketplaces that include its platforms SocialSpark, SponsoredTweets and WeReward, as well as its legacy platforms PayPerPost and InPostLinks. The Company has incurred significant losses from operations since inception and has an accumulated deficit of $20.9 million as of June 30, 2012. Cross, Fernandez & Riley, LLP, in Orlando, Florida, expressed substantial doubt about IZEA's ability to continue as a going concern, following the Company's results for the fiscal year ended Dec. 31, 2011. The independent auditors noted that the Company has incurred recurring operating losses and had an accumulated deficit at Dec. 31, 2011, of $18.1 million. The Company's balance sheet at March 31, 2013, showed $1.01 million in total assets, $2.96 million in total liabilities and a $1.94 million total stockholders' deficit. IZEA INC: Distributes Company Overview to Outside Parties --------------------------------------------------------- IZEA, Inc., began distributing general company information through May 31, 2013, to outside parties. A copy of the Company Overview is available for free at http://is.gd/GWfgcH About IZEA, Inc. IZEA, Inc., headquartered in Orlando, Fla., believes it is a world leader in social media sponsorships ("SMS"), a rapidly growing segment within social media where a company compensates a social media publisher to share sponsored content within their social network. The Company accomplishes this by operating multiple marketplaces that include its platforms SocialSpark, SponsoredTweets and WeReward, as well as its legacy platforms PayPerPost and InPostLinks. The Company has incurred significant losses from operations since inception and has an accumulated deficit of $20.9 million as of June 30, 2012. Cross, Fernandez & Riley, LLP, in Orlando, Florida, expressed substantial doubt about IZEA's ability to continue as a going concern, following the Company's results for the fiscal year ended Dec. 31, 2011. The independent auditors noted that the Company has incurred recurring operating losses and had an accumulated deficit at Dec. 31, 2011, of $18.1 million. The Company's balance sheet at March 31, 2013, showed $1.01 million in total assets, $2.96 million in total liabilities and a $1.94 million total stockholders' deficit. JACKSONVILLE BANCORP: Amends Form S-1 Preliminary Prospectus ------------------------------------------------------------ Jacksonville Bancorp, Inc., has amended its registration statement on Form S-1 relating to the distribution to holders of the Company's common stock, par value $0.01 per share, nontransferable subscription rights to purchase up to 10 million shares of common stock at a proposed maximum offfering price of $5 million. The subscription rights will expire if they are not exercised by 5:00 p.m., New York time, on [___], 2013, unless the Company extends the rights offering period. The Company's common stock is listed on the Nasdaq Stock Market under the symbol "JAXB." On [___], 2013, the last reported sale price of the Company's common stock on the Nasdaq Stock Market was $[___] per share. A copy of the Form S-1, as amended, is available at: http://is.gd/FCduc4 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 March 31, 2013, showed $520.89 million in total assets, $487.47 million in total liabilities and $33.42 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. JEFFERSON COUNTY: JPMorgan Takes Larger Loss Than Others -------------------------------------------------------- Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that Jefferson County, Alabama, was to tell bankruptcy judge at a hearing set last June 5 about a term sheet laying out a settlement negotiated with holders of 78 percent of the $3.1 billion in sewer debt at the core of the county's financial problems. According to the report, the county's bankruptcy lawyer told the county commission at a meeting June 4 that the agreement is the foundation for a Chapter 9 municipal bankruptcy plan that could enable the county to emerge by the year's end. JPMorgan Chase & Co., the owner of $1.22 billion in bonds, makes the largest concessions, partly so other bondholders will recover more. In addition to waiving $842 million of the sewer debt, the bank will waive a $657 million swap debt, resulting in an 88 percent total write off by JPMorgan. The report notes that the bondholders will be paid $1.84 billion through a refinancing, according to the term sheet distributed at the meeting. The agreement limits rate increases for sewer customers to 7.4 percent in each of the first four years. The county said the agreement is more favorable that the compromise in discussion before bankruptcy. In addition to JPMorgan, other parties to the agreement are seven hedge funds and three bond insurers, according to the term sheet. The Bloomberg report discloses that the county previously said it would file a plan by the end of June, with or without an agreement. At the time, the county said there was a group of bondholders who weren't negotiating and might vote against a plan in any event, the lawyer said. 4-1 Vote Lawyers for Jefferson County will present in federal bankruptcy court in Birmingham a refinancing agreement after a five-member commission approved the terms in a 4-to-1 vote, Mary Williams Walsh for the New York Times reports. Elected leaders of Jefferson County met behind closed doors Tuesday to discuss a deal to slash some of the $3.1 billion in sewer debt. According to a term sheet circulated in a meeting of the county commission on Tuesday, the refinancing agreement covers debt held by creditors that include: (i) JPMorgan Chase, which holds about $1.22 billion of the sewer debt; (ii) three bond insurers; and (iv) seven hedge funds. The terms call for these creditors to receive about $1.84 billion for the $2.4 billion of debt they now hold. Ms. Walsh reports that as part of the proposed agreement, a lawsuit by the county against JPMorgan over the improprieties would be resolved. JPMorgan is giving up $842 million, or about 70 percent, of the face value of its debt, Ms. Walsh relates, citing people briefed on the negotiations. Citing people briefed on the negotiations, Ms. Walsh says that the agreement covers about $2.4 billion of the county's total $3.078 billion in sewer debt, and would position the county to emerge from bankruptcy in a matter of months. Ms. Walsh says that if the refinancing goes forward, public creditors on the sewer debt will be offered either: (i) 80 cents for every dollar of sewer debt they hold, if they relinquish all other claims; or (ii) 65 cents on the dollar with the right to pursue their own claims against the county or its bond insurers. Tight Deadlines Katy Stech writing for Dow Jones' DBR Small Cap reports that the deal that Jefferson County, Ala., leaders cut with Wall Street to shave $1.25 billion off its sewer-system debt sets up a frantic few months for attorneys and financial professionals who now have until Dec. 20 to fulfill the deal's promises. About Jefferson County Jefferson County has its seat in Birmingham, Alabama. It has a population of 660,000. Jefferson County filed a bankruptcy petition under Chapter 9 (Bankr. N.D. Ala. Case No. 11-05736) on Nov. 9, 2011, after an agreement among elected officials and investors to refinance $3.1 billion in sewer bonds fell apart. John S. Young Jr. LLC was appointed as receiver by Alabama Circuit Court Judge Albert Johnson in September 2010. Jefferson County's bankruptcy represents the largest municipal debt adjustment of all time. The county said that long-term debt is $4.23 billion, including about $3.1 billion in defaulted sewer bonds where the debt holders can look only to the sewer system for payment. The county said it would use the bankruptcy court to put a value on the sewer system, in the process fixing the amount bondholders should be paid through Chapter 9. Judge Thomas B. Bennett presides over the Chapter 9 case. Lawyers at Bradley ArantBoult Cummings LLP and Klee, Tuchin, Bogdanoff& Stern LLP, led by Kenneth Klee, represent the Debtor as counsel. Kurtzman Carson Consultants LLC serves as claims and noticing agent. Jefferson estimated more than $1 billion in assets. The petition was signed by David Carrington, president. The bankruptcy judge in January 2012 ruled that the state court- appointed receiver for the sewer system largely lost control as a result of the bankruptcy. Before deciding whether Jefferson County is eligible for Chapter 9, the bankruptcy judge will allow the Alabama Supreme Court to decide whether sewer warrants are the equivalent of "funding or refunding bonds" required under state law before a municipality can be in bankruptcy. U.S. District Judge Thomas B. Bennett ruled in March 2012 that Jefferson County is eligible under state law to pursue a debt restructuring under Chapter 9. Holders of more than $3 billion in defaulted sewer debt had challenged the county's right to be in Chapter 9. JEH COMPANY: Seeks to Use Frost Bank Cash Collateral ---------------------------------------------------- JEH Company seeks approval from the bankruptcy court to use cash collateral of Frost Bank. JEHCO said it was forced to file for bankruptcy protection because the Debtor had inadequate cash flow and missed several payments to several parties. The principals of the Debtor believe the company has sufficient resources to address those obligations. JEHCO has identified Frost Bank as a lender asserting liens against assets that constitute cash collateral. Frost Bank is owed $3.5 million in principal under a loan to JEHCO and $2.55 million in principal under a loan to debtor JEH Stallion Station, Inc., and non-debtor JEH Pipeline Co. Inc. JEHCO says that interim use of cash collateral will be limited to only those expenses that are actual and necessary in connection with the continued operation of the business. The Debtor is seeking to pay, among other things, prepetition obligations totaling $175,000 to employees. No employee would receive in excess of $11,725. "If operations are ceased, the value of the property against which the liens of the secured creditor attach, may decline. If operations are ceased, the opportunity of the Debtor to generate adequate income to repay outstanding obligations may be inadequate. The Debtor believes that with appropriate restructuring and debt repayment that is consistent with the cash flow of the Debtor, the operations of the Debtor can be profitable," avers Mark J. Petrocchi, Esq., at Griffith, Jay & Michel, LLP, counsel for the Debtor. The Debtor states that it will offer "fair protection" to the secured creditor, included but not limited to providing regular reporting consistent with the reporting provided to the United States Trustee, reasonable additional reporting generally prepared by the Debtor or which may be prepared by the Debtor without undue burden, and a replacement lien to protect against the diminution of the value of the estate of the Debtor. About JEH Company JEH Company, JEH Stallion Station, Inc., and JEH Leasing Company, Inc. filed bare-bones Chapter 11 petitions (Bankr. N.D. Tex. Case Nos. 13-42397 to 13-42399) in Ft. Worth, Texas on May 22, 2013. JEH Company estimated at least $10 million in assets and liabilities. Mark Joseph Petrocchi, Esq., at Griffith, Jay & Michel, LLP, in Ft. Worth, serves as counsel to the Debtors. JEH Company was organized in 1982 by Jim and Marilyn Helzer. According to http://www.jehroofingcompany.com/,JEHCO buys roofing material directly from the manufacturer and sell it to contractors, builders, and homeowners. JEH Leasing owns and leases equipment and vehicles primarily for use in the business of JEHCO. Stallion is in the quarter horse and thoroughbred horse business. JEH COMPANY: Proposes Griffith Jay as Bankruptcy Counsel -------------------------------------------------------- JEH Company and its debtor-affiliates seek approval from the Bankruptcy Court to employ Griffith, Jay & Michel, L.L.P., as counsel. GJM will, among other things, advise the Debtors generally with respect to general and restructuring matters, and will advise the Debtors with respect to matters that generally arise in this matter or an ordinary chapter 11 case. In connection with this engagement, JEHCO tendered the payment of $60,000 as a retainer. Debtor JEH Stallion Station, Inc., tendered a retainer of $10,000. The Debtors propose that the compensation to be paid to GJM be based on the hourly rate for each attorney, paralegal or other person who performs services for or on behalf of the Debtors as then established and in effect for such person at GJM. The hourly billing rates for attorneys at GJM range from $150 to $350 for attorneys. The attorneys primarily responsible for this bankruptcy matter will be Mark J. Petrocchi. His hourly rate is $350.00. About JEH Company JEH Company, JEH Stallion Station, Inc., and JEH Leasing Company, Inc. filed bare-bones Chapter 11 petitions (Bankr. N.D. Tex. Case Nos. 13-42397 to 13-42399) in Ft. Worth, Texas on May 22, 2013. JEH Company estimated at least $10 million in assets and liabilities. JEH Company was organized in 1982 by Jim and Marilyn Helzer. According to http://www.jehroofingcompany.com/,JEHCO buys roofing material directly from the manufacturer and sell it to contractors, builders, and homeowners. JEH Leasing owns and leases equipment and vehicles primarily for use in the business of JEHCO. Stallion is in the quarter horse and thoroughbred horse business. JERRY'S NUGGET: June 12 Hrg. on Conway MacKenzie Employment App. ---------------------------------------------------------------- The U.S. Bankruptcy Court for the District of Nevada will convene a hearing on June 12, 2013, at 9:30 a.m., to consider Jerry's Nugget, Inc., and Spartan Gaming LLC's motion to employ Conway MacKenzie, Inc. as their financial advisor and interest rate expert. Conway MacKenzie will, among other things: a. prepare the liquidation analysis; b. provide oversight and assistance with the preparation of short-term cash flow forecasts and evaluate short-term liquidity requirements of the Debtors, if necessary; and c. provide oversight and assistance with the preparation of Monthly Operating Reports, if necessary. Jeffrey C. Perea, managing director of CM, will be the principal person overseeing CM's provision of the services to Debtors. CM has agreed to provide the services at these rates: Senior Managing Directors $550 Paraprofessionals $160 CM will also be paid a retainer of $40,000. To the best of the Debtor's knowledge, CM and its professionals are "disinterested persons" as that term is defined in Section 101(14) of the Bankruptcy Code. Gerald M. G Pion, Esq., Talitha Gra Kozlowski, Esq., and Erick T. Gjerdingen, Esq., at Gordon Silver represent the Debtors in case. About Jerry's Nugget and Spartan Gaming Jerry's Nugget Inc., operates Jerry's Nugget, a casino consisting of approximately 87,187 square feet of building area and 24,511 square fee of casino floor space with approximately 630 slot and video poker machines and 9 table games. Jerry's Nugget also contains a sports book, a keno area and a small live pit. Jerry's Nugget Inc. and affiliate Spartan Gaming LLC sought Chapter 11 protection (Bankr. D. Nev. Lead Case No. 12-19387) in Las Vegas, Vegas, on Aug. 13, 2012. Stamis family-owned Jerry's Nugget has a 9.1-acre casino property in North Las Vegas. The property consists of 87,187 square feet of building area and 24,511 square feet of casino floor space, with 630 slot and video poker machines and 9 table games. Jerry's Nugget also contains a sports book, a keno area, and a small live pit. There are two restaurants the Uncle Angelo's Pizza Joint and Jerry's Famous Coffee shop as well as Uncle Angelo's Bakery, a locals' favorite. Net revenues totaled $22.5 million, including $15.3 million in gaming revenue, in the year ended Dec. 31, 2011. Spartan Gaming owns 12 parcels of real property in Nevada. Two of the parcels provide parking access for Jerry's Nugget. Judge Mike K. Nakagawa presides over the case. Lawyers at Gordon Silver, in Las Vegas, serve as the Debtors' counsel. Jerry's Nugget estimated assets and debts of $10 million to $50 million. Jerry's Nugget said its current going concern value is at least $8 million. Spartan Gaming estimated $1 million to $10 million in assets and debts. The petitions were signed by Jeremy Stamis, president. In its schedules, the Debtors disclosed $12,378,944 in assets and $10,771,442 in liabilities as of the Petition Date. KIT DIGITAL: Taps Bracewell as Lead Restructuring Counsel --------------------------------------------------------- KIT Digital, Inc., seeks authority from the U.S. Bankruptcy Court for the Southern District of New York to employ Bracewell & Giuliani LLP as its lead restructuring counsel to be paid the following hourly rates: $700-$930 for partners, $300-$700 for associates, $140-$270 for paralegals. The primary counsel working on the Debtor's Chapter 11 case are Jennifer Feldsher -- jennifer.feldsher@bgllp.com -- at $800 per hour, Robert Burns -- robert.burns@bgllp.com -- at $875 per hour, and Anna Rozin -- anna.rozin@bgllp.com -- at $555 per hour. The firm assures the Court that it is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. The firm discloses that prior to the Petition Date, it held a retainer on behalf of the Debtor in the amount of $325,000 for work performed by the firm in connection with the Chapter 11 case. In addition, the firm received an additional $454,405 for services rendered prior to the Petition Date. A hearing on the employment application will be today, June 6, 2013, at 12:00 p.m. 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, 2013. The Debtor disclosed $310,206,684 in assets and $23,011,940 in liabilities. 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. Under the Plan, General Unsecured Claims will be paid in full from available cash. KODIAK OIL: S&P Puts 'B' Corp. Credit Rating on CreditWatch Pos. ---------------------------------------------------------------- Standard & Poor's Ratings Services said it placed its ratings on Denver-based exploration and production company Kodiak Oil & Gas Corp. on CreditWatch with positive implications, including the 'B' corporate credit rating. "We placed the ratings on CreditWatch following Kodiak's announcement that it plans to acquire assets in the Bakken and Three Forks areas of the Williston Basin from Liberty Resources for $660 million in cash," said Standard & Poor's credit analyst Paul Harvey. The positive CreditWatch placement reflects the potential to raise our ratings on Kodiak after the transaction closes. The Liberty properties will complement Kodiak's existing properties in the Williston Basin bringing its total net acreage to about 196,000, and adding production of 5,700 barrels of oil equivalent per day (boepd). Pro forma production of 30,000 boepd will be in excess of the 22,000 boepd S&P viewed as appropriate for a higher rating. In addition, the Liberty assets are 90% held by production, giving flexibility in the timing of additional capital spending. Finally, the assets will improve the scale of Kodiak's small, but growing operations, although if S&P raised the rating, it would be at the lower end of the 'B+' category. The CreditWatch placement with positive implications reflects the potential for a one-notch upgrade of the corporate credit rating to 'B+' from 'B'. The CreditWatch placement also reflects the potential to raise S&P's rating on Kodiak's unsecured debt, pending an assessment of the resulting capital structure, credit facility borrowing base, and S&P's recovery asset valuation after the acquisition closes. S&P expects to resolve the CreditWatch placement near the close of the acquisition, on or before July 31, 2013. LIFE UNIFORM: Meeting to Form Creditors Panel Set for June 11 ------------------------------------------------------------- Roberta A. DeAngelis, United States Trustee for Region 3, will hold an organizational meeting on June 11, 2013, at 10:00 a.m. in the bankruptcy case of Life Uniform Holding Corp, et al. The meeting will be held at: J. Caleb Boggs Federal Building 844 King Street, Room 5209 Wilmington, DE 19801 The sole purpose of the meeting will be to form a committee or committees of unsecured creditors in the Debtors' case. The organizational meeting is not the meeting of creditors pursuant to Section 341 of the Bankruptcy Code. A representative of the Debtor, however, may attend the Organizational Meeting, and provide background information regarding the bankruptcy cases. To increase participation in the Chapter 11 proceeding, Section 1102 of the Bankruptcy Code requires that the United States Trustee appoint a committee of unsecured creditors as soon as practicable. The Committee ordinarily consists of the persons, willing to serve, that hold the seven largest unsecured claims against the debtor of the kinds represented on the committee. Section 1103 of the Bankruptcy Code provides that the Committee may consult with the debtor, investigate the debtor and its business operations and participate in the formulation of a plan of reorganization. The Committee may also perform other services as are in the interests of the unsecured creditors whom it represents. About Life Uniform, Inc. Life Uniform -- http://www.lifeuniform.com-- is the country's largest retailer of healthcare apparel, scrubs, medical uniforms, nursing scrubs, nursing uniforms, hospital scrubs, nurses shoes, Cherokee scrubs, Barco Uniforms, lab coats, Landau scrubs, maternity scrubs, medical uniforms, nursing uniforms and supplies, Life Uniform, healthcare uniforms, nurses scrubs and medical apparel. Bloomberg discloses that Brentwood, Missouri-based Scrubs & Beyond has 27 stores in 14 states. St. Louis-based Life Uniform's stores are in 34 states. Although specific dates aren't selected, Life Uniform wants competing bids and an auction in July. According to Bloomberg, Capital Source is providing a $15 million loan for the bankruptcy that would bring in $4 million in additional liquidity. Life Uniform blamed financial problems on a lack of capital. LIFE UNIFORM: Taps Epiq as Claims and Noticing Agent ---------------------------------------------------- Life Uniform Holding Corp. and its affiliates sought and obtained approval to employ Epiq Bankruptcy Solutions, LLC, as their claims and noticing agent. The Debtors believe that they may have at least 5,000 potential creditors and parties-in-interest that must be given notice of developments related to the Chapter 11 cases. Epiq will serve notice upon all creditors and other relevant constituencies in the Chapter 11 cases, as well as transmit, receive, docket and maintain all proofs of claim and proofs of interest filed in the Chapter 11 cases. Epiq agreed to a retainer of $25,000. As claims agent, Epiq will charge the Debtors at these discounted rates: Position Hourly Rate -------- ----------- Clerical $30 to $45 Case Manager $60 to $95 IT/Programming $70 to $135 Senior Case Manager / Consultant $100 to $140 Senior Consultant $160 to $195 Director of Solicitation Services $206 Communication Counselor $250 For its noticing services, Epiq will charge $50 per 1,000 e-mails, and $0.10 per page for facsimile noticing. For database maintenance, the firm will charge $0.10 per record per month, with fees for the first three months waived. For-online claim filing services, Epiq will charge $600 per 100 claims filed. For its solicitation and balloting services, Epiq will charge at its standard rates. About Life Uniform Life Uniform was founded in 1965 when Angelica Corporation deided to enter the retail uniform industry. The first Life Uniform store opened in 1965 in Clayton, Missouri. At present, Life Uniform is the nation's largest independently owned medical professional supplier. Life Uniform Holding Corp., Healthcare Uniform Company, Inc., and Uniform City National Inc. filed Chapter 11 petitions (Bankr. D. Del. Case Nos. 13-11391 to 13-11393) on May 29, 2013. The petitions were signed by Bryan Graiff, COO, CFO, VP, secretary, and treasurer. The Lead Debtor estimated assets and debts of at least $10 million. Klehr Harrison Harvey Branzburg, LLP, serves as the Debtors' counsel. Epiq Bankruptcy Solutions acts as the Debtors' claims and noticing agent. The Debtors' financial advisor is Capstone Advisory Group, LLC. Sun Uniform LLC acquired Life Uniform in July 2004. Since the acquisition by Sun the company addressed sagging profitability and overhead issues and quickly drove increases in profitability through a combination of store rationalization and sensible corporate overhead initiatives. However, recent performance has been declining in terms of revenue. This is due to the company's liquidity issues, which prevented the company from completing its e-commerce system upgrade, encourage better pricing from vendors, and maintain sufficient capital. The company has signed a deal to sell all assets to Scrubs and Beyond, LLC for $22.625 million, absent higher and better offers in a court-sanctioned auction. LIFECARE HOLDINGS: Corporate Name Changed to ICL Holding -------------------------------------------------------- The U.S. Bankruptcy Court for the District of Delaware signed off an order directing the Court of Clerk to change the caption of the Chapter 11 cases of LCI Holding Company, Inc., et al., to reflect the change of the corporate name to ICL Holding Company, Inc. The Bankruptcy Court also authorized the Debtors to appoint Richard Newsted as their wind-down officer from and after the closing of the sale of their assets. About LifeCare LCI Holding Company, Inc., and its affiliates, doing business as LifeCare Hospitals, operate eight "hospital within hospital" facilities and 19 freestanding facilities in 10 states. The hospitals have about 1,400 beds at facilities in Louisiana, Texas, Pennsylvania, Ohio and Nevada. LifeCare is controlled by Carlyle Group, which holds 93.4% of the stock following a $570 million acquisition in August 2005. LCI Holding Company, Inc., and its affiliates, including LifeCare Holdings Inc., sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 12-13319) on Dec. 11, 2012, with plans to sell assets to secured lenders. Ken Ziman, Esq., and Felicia Perlman, Esq., at Skadden, Arps, Slate Meagher & Flom LLP, serve as counsel to the Debtors. Rothschild Inc. is the financial advisor. Huron Management Services LLC will provide the Debtors an interim chief financial officer and certain additional personnel; and (ii) designate Stuart Walker as interim chief financial officer. The steering committee of lenders is represented by attorneys at Akin Gump Strauss Hauer & Feld LLP and Blank Rome LLP. The agent under the prepetition and postpetition secured credit facility is represented by Simpson Thacher & Barlett LLP. The Debtors disclosed assets of $422 million and liabilities totaling $575.9 million as of Sept. 30, 2012. As of the bankruptcy filing, total long-term obligations were $482.2 million consisting of, among other things, institutional loans and unsecured subordinated loans. A total of $353.4 million is owing under the prepetition secured credit facility. A total of $128.4 million is owing on senior subordinated notes. LifeCare Hospitals of Pittsburgh, LLC, a debtor-affiliate disclosed $24,028,730 in assets and $484,372,539 in liabilities as of the Chapter 11 filing. The Official Committee of Unsecured Creditors is represented by Pachulski Stang Ziehl & Jones LLP. FTI Consulting, Inc., serves as its financial advisor. Hospital Acquisition LLC, the parent company of LifeCare Holdings LLC and the LifeCare family of hospitals, on June 3 disclosed that it has completed its purchase of substantially all of the assets of LCI Holdco, LLC, and emerged from the Chapter 11 bankruptcy process. LIGHTSQUARED INC: Seeks to Hire Jefferies as Exit Loan Arranger --------------------------------------------------------------- LightSquared Inc. is seeking permission from U.S. Bankruptcy Judge Shelley Chapman to enter into an engagement letter with Jefferies LLC for post-bankruptcy financing. Jefferies will serve as arranger for the exit financing that LightSquared says will be the cornerstone for its restructuring plan. "This plan will most likely bring more value to all of its stakeholders than any other, and such plan hinges on obtaining the proposed exit financing," said the company's lawyer, Matthew Barr of New York-based Milbank Tweed Hadley & McCloy LLP. The engagement letter provides among other things that the company will pay Jefferies a monthly fee during the duration of its engagement, and a one-time cash fee upon the execution of, and approval of the engagement letter. Under the engagement letter, LightSquared is only obligated to pay up to $45 million in fees. Harbinger Capital Partners LLC, the company's largest equity holder, has agreed to pay the remaining fees, which potentially total up to $80 million depending on when the funding occurs. A redacted copy of the engagement letter can be accessed for free at http://is.gd/EmAVBL About LightSquared Inc. LightSquared Inc. and 19 of its affiliates filed Chapter 11 bankruptcy petitions (Bankr. S.D.N.Y. Lead Case No. 12-12080) on May 14, 2012, to resolve regulatory issues that have prevented it from building its coast-to-coast integrated satellite 4G wireless network. LightSquared had invested more than $4 billion to deploy an integrated satellite-terrestrial network. In February 2012, however, the U.S. Federal Communications Commission told LightSquared the agency would revoke a license to build out the network as it would interfere with global positioning systems used by the military and various industries. In March 2012, the Company's partner, Sprint, canceled a master services agreement. LightSquared's lenders deemed the termination of the Sprint agreement would trigger cross-defaults under LightSquared's prepetition credit agreements. LightSquared and its prepetition lenders attempted to negotiate a global restructuring that would provide LightSquared with liquidity and runway necessary to resolve its issues with the FCC. Despite working diligently and in good faith, however, LightSquared and the lenders were not able to consummate a global restructuring on terms acceptable to all interested parties. Lawyers at Milbank, Tweed, Hadley & McCloy LLP serve as counsel to the Debtors. Alvarez & Marsal North America, LLC, is the financial advisor. Kurtzman Carson Consultants LLC serves as claims and notice agent. LINDSAY GENERAL: Wants Use of Cash Collateral Extended ------------------------------------------------------- Lindsay General Insurance Agency, LLC, et al., ask the U.S. Bankruptcy Court for the Northern District of Georgia for authority to continue using their use cash collateral on an interim basis. The Debtors assert that they need access to the cash collateral in the ordinary course to effectuate the continued transformation of their business. The Debtors also seek to enter into a modification of their loan with Eastside Commercial Bank to make interest only adequate protection payments of $7,808 or $8,068 each month (depending on whether 30 days or 31 days exist in that month), until Dec. 22, 2013. The loan payments will be payable at the rate of "prime rate" as stated in the Wall Street Journal plus one-half of one percent. The Debtors propose to make regular payments to the Bank as adequate protection from any diminution in value of the lender's collateral. A June 13 hearing on the matters has been set. 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. MAKENA GREAT: Case Conversion & Cash Collateral Hearing on June 25 ------------------------------------------------------------------ The U.S. Trustee for the Northern District of Illinois is asking the Hon. Jacqueline P. Cox of the U.S. Bankruptcy Court for the Northern District of Illinois to convert the Chapter 11 case of Makena Great American Anza Company LLC to Chapter 7, or, alternatively, dismiss the case. Makena is a single asset jointly-administered case which owns and operates a storage facility located in Westminster, California, which was subject to a mortgage lien held by Wells Fargo Bank, NA. On Feb. 13, 2013, the Court entered an order lifting the stay as to the Bank and an amended order denying confirmation of Makena's third amended plan. "Since then, the Property has been sold pursuant to state foreclosure proceedings," the U.S. Trustee states. The U.S. Trustee believes that Makena has no remaining assets with which to reorganize and that there is no reasonable likelihood of reorganization in this case. A hearing on the U.S. Trustee's motion for conversion of the case to Chapter 7 is set for June 25, 2013, at 10:00 a.m. A hearing on the Debtor's motion to use cash collateral will also continue on June 25, at 10:00 a.m. On May 9, 2013, the Court entered an interim order approving a stipulation between Makena and the Bank to extend cash collateral use until May 11. Makena's motion for authority to use cash collateral was continued to May 14 for a status hearing. On May 7, 2013, debtor-affiliate GAC Storage El Monte, LLC, reached a stipulation, wherein the Bank consented to a further extension of the termination date of GAC's cash collateral use through and including May 11, 2013. According to the Stipulation, the GAC cash collateral order remains in full force and effect, except as otherwise modified by the Stipulation. About GAC Storage & Makena Great American Anza Co. GAC Storage Lansing LLC -- which owns and operates a warehouse and storage facility with 522 storage units, generally located at 2556 Bernice Road, Lansing, Illinois -- filed for Chapter 11 bankruptcy (Bankr. N.D. Ill. Case No. 11-40944) on Oct. 7, 2011. Jay S. Geller, Esq., D. Sam Anderson, Esq., and Halliday Moncure, Esq., at Bernstein, Shur, Sawyer & Nelson, P.A., represents the Debtor as counsel. Robert M, Fishman, Esq., and Gordon E. Gouveia, Esq., at Shaw Gussis Fishman Glantz Wolfson, & Towbin LLC, in Chicago, represents the Debtor as local counsel. It estimated $1 million to $10 million in assets and debts. The petition was signed by Noam Schwartz, secretary and treasurer of EBM Mgmt Servs, Inc., manager of GAC Storage, LLC. The Makena Great American Anza Company LLC -- http://www.makenacapital.net/-- a commercial shopping center developers in Southern California, filed a Chapter 11 petition (Bankr. N.D. Ill. Case No. 11-48549) on Dec. 1, 2011, in Chicago. Anza leads the way in the acquisition and development of "A-Location" small commercial shopping centers and corner properties in Southern California. Lawyers at Shaw Gussis Fishman Glantz Wolfson & Towbin, LLC, in Chicago, and Bernstein, Shur, Sawyer & Nelson, P.A., in Portland, Maine, serve as counsel to the Debtor. Makena disclosed $13,938,161 in assets and $17,723,488 in liabilities. Other affiliates that sought bankruptcy protection are GAC Storage Copley Place LLC, GAC Storage El Monte LLC, and San Tan Plaza LLC. The cases are being jointly administered under lead case no. 11-40944. At the behest of lender Bank of America, N.A., the Bankruptcy Court dismissed the Chapter 11 case of San Tan Plaza, as reported by the Troubled Company Reporter on July 17, 2012. MALAGA INC: Files Bankruptcy Proposal Under BIA in Canada --------------------------------------------------------- Malaga Inc. on June 6 disclosed that, with the authorization and approval of its board of directors, it has filed a Notice of Intention to Make a Proposal pursuant to the provisions of Part III of the Bankruptcy and Insolvency Act (Canada). Pursuant to the Notice of Intention, Raymond Chabot Inc. has been appointed as the trustee in the Corporation's proposal proceedings and in that capacity will monitor and assist the board of directors in its restructuring efforts. Over the last six months, management and the board of directors of Malaga have been assessing Malaga's strategic options. During that period, the Corporation has been soliciting proposals for an investment in the Corporation or an acquisition of the Corporation or its assets. The Corporation intends to continue that sale or investment solicitation process and expects to bring an application to the Quebec Superior Court of Justice in the near future seeking, among other relief, authorization to continue such process on a defined timeline. The filing of the Notice of Intention has the effect of imposing an automatic stay of proceedings that will protect the Corporation and its assets from the claims of creditors and others while the Corporation pursues its restructuring efforts. There can be no guarantee that the Corporation will be successful in its restructuring efforts. Failure by the Corporation to achieve its restructuring goals will likely result in the Corporation becoming bankrupt. All inquiries regarding the BIA proceedings should be directed to the Proposal Trustee at 514-878-2691. Court materials and other information about the BIA proceedings will be available on the Proposal Trustee's website at http://www.RC.com Changes to Management and Board of Directors In the course of this process and in order to reduce its costs, the Corporation also announced the departure of Pierre Monet, as President and Chief Executive Officer and Joey Trombino, as Chief Financial Officer, effective immediately. Finally, Gilles Masson and Rejean Gourde resigned as directors of the Corporation. Malaga Inc. -- http://www.malaga.ca-- is a Canada-based exploration and mining company. The Company, including its subsidiaries, is a mining company that operates mainly in Peru at its tungsten mine in Pasto Bueno. The operations, exploration and development activities on the Pasto Bueno Property are located in the Ancash Department, Central Peru. MEADE INSTRUMENTS: Incurs $3.7-Mil. Net Loss in Fiscal 2013 ----------------------------------------------------------- Meade Instruments Corp. filed on May 30, 2013, its annual report on Form 10-K for the year ended Feb. 28, 2013. Moss Adams LLP, in Irvine, Calif., cited that Meade Instruments has suffered recurring losses from operations and has a net capital deficiency that raise substantial doubt about its ability to continue as a going concern. The Company reported a net loss of $3.7 million on $17.4 million of sales for the fiscal year ended Feb. 28, 2013, compared with a net loss of $1.4 million on $21.6 million of sales for the same period last year. The Company's balance sheet at March 31, 2013, showed $10.4 million in total assets, $3.8 million in total liabilities, and stockholders' equity of $6.6 million. A copy of the Form 10-K is available at http://is.gd/v82GHc Irvine, Calif.-based Meade Instruments Corp. is a consumer products company that designs, manufactures, imports and distributes telescopes, telescope accessories, binoculars, spotting scopes, and other consumer products. METROGAS SA: Reports ARS447-Mil. Net Loss in First Quarter ---------------------------------------------------------- MetroGAS S.A. reported net income of ARS446.6 million on ARS280.5 million of revenues for the three months ended March 31, 2013, compared to a net loss of ARS30.9 million on ARS256.6 million of revenues for the same period last year. During the period ended on March 31, 2013k a gain from debt restructuring results under reorganization proceedings was recorded for ARS757.5 million. The Company's balance sheet at March 31, 2013, showed total assets of ARS2.275 billion, total liabilities of ARS1.661 billion, and shareholders' equity of ARS613.9 million. According to the Company, the changes in the economic conditions of the country and the amendments introduced by the Public Emergency Law towards the end of 2001, mainly by the suspension of the original regime of tariffs adjustment, added to the increase in the operating costs to maintain the quality of service have affected significantly the economic and financial position of the Company. "The Company estimates that, if the conditions as of the date of issuance of these financial statements continue, the situation will continue to deteriorate. "The Company is under a renegotiation process of certain terms of the License with the Argentine Government in order to oppose the negative impact produced by the mentioned circumstances, which situation has not been resolved to the date of these interim financial statements. "In this context, in the fiscal year ended Dec. 31, 2012, the Company registered a significant increase in the operating loss. Likewise, as of March 31, 2013, the Company registered cumulative losses amounting to ARS686.8 million and the consolidated negative working capital increased to ARS88.2 million. "As of the date of issuance of these financial statements, it is neither possible to foresee the outcome of the tariff negotiation process nor to determine its final consequences on the Company's results and operations. The above mentioned circumstances raise substantial doubt about the Company's ability to continue as a going concern." A copy of the Form 6-K is available at http://is.gd/lvKdve Headquartered in Buenos Aires, Argentina, MetroGAS S.A. is the largest gas distribution company in Argentina in terms of number of customers and of delivered gas volumes. MetroGAS distributes approximately 20.4% of the total natural gas supplied by the nine distribution companies licensed after the privatization of Gas del Estado in late 1992, and currently has approximately 2.2 million customers in its service area (Buenos Aires City and eleven municipalities in the south of Greater Buenos Aires), a densely populated area including major power plants and other industrial and commercial users. As a consequence of different scenarios that significantly affected the Company's ability to generate enough fund flows to satisfy payments to its suppliers and financial creditors, on June 17, 2010, MetroGAS' Board of Directors requested a Reorganization proceeding which was filed before the National Court for Commercial Matters No. 26, Secretariat No.51, case record No. 056,999. The Shareholders' Assembly carried out on Aug. 2, 2010, ratified the decision taken by the Board. In Feb. 2, 2012, the Company presented a total and final reformulation of the preventive agreement proposal for unsecured creditors who are verified and declared acceptable consisting in the payment of verified or declared unsecured credits by means of releasement, swap or "dacion en pago" of such credits, of two kinds of negotiable bonds (the "New Negotiable Bonds") to be due on Dec. 31, 2018. During the Bondholders' Meeting of MetroGAS S.A, on June 18, 2012, the proposal for the reorganization proceedings of MetroGAS S.A. was unanimously accepted by the Company's creditors. MINERALRITE CORP: Incurs $224K Net Loss in First Quarter -------------------------------------------------------- MineralRite Corporation filed its quarterly report on Form 10-Q, reporting a net loss of $224,189 on $75,855 of revenues for the three months ended March 31, 2013, compared with a net loss of $170,799 on $110,647 of revenues for the same period last year. The Company incurred administrative expenses for the three months ended March 31, 2013, totaling $241,408 that included related party consulting non-cash fees of $47,618, related party rent of $4,740, professional fees of $38,471, and other general and administrative expenses of $150,579. Administrative expense for the three months ended March 31, 2012, totaled $176,521 and included related party consulting fees of $45,000, related party rent of $3,986, professional fees of $122,603, and other general and administrative expenses of $4,932. The Company's balance sheet at March 31, 2013, showed $4.2 million in total assets, $905,751 in total liabilities, and stockholders' equity of $3.3 million. The Company said, "The Company has incurred substantial losses from operations and has a working capital deficit, which history and circumstance raise substantial doubt as to the Company's ability to continue as a going concern." A copy of the Form 10-Q is available at http://is.gd/lArZcr Lindon, Utah-based MineralRite Corporation has focused on the acquisition, exploration and development of oil and gas properties located within favorable geopolitical climates. On March 1, 2013, the Company acquired 100% of the total shares outstanding of Goldfield International, Inc., in exchange for issuing 2,000,000 shares of its common stock. Goldfield is in the business of manufacturing gold mining equipment. MISSION NEW ENERGY: KNM Seeks Damages Over Winding Up Petition -------------------------------------------------------------- Mission NewEnergy Limited said that KNM Group Berhad and one of its subsidiaries, KNM Process Systems Sdn Bhd, has filed a claim in the Malaysian high court for damages against Mission, its subsidiary Mission Biofuels Sdn Bhd (MBSB) and the directors of MBSB. KNM is claiming damages due to MBSB having served a winding up order on KNM Process Systems Sdn Bhd as announced on April 22, 2013. While no value has been indicated in the statement of claim, KNM has claimed that the winding up petition caused the credit rating of KNM's bonds to be downgraded, that ongoing loan applications have been withheld or rejected, that it has been threatened with expulsion from ongoing consortium bids. KNM also claimed that its share price, earnings and profits will be adversely affected. Mission's solicitors have advised that KNM's claim is highly unlikely to succeed. Mission will take all necessary steps to oppose and set aside the said writ. About Mission NewEnergy Based in Subiaco, Western Australia, Mission New Energy Limited is a producer of biodiesel that integrates sustainable biodiesel feedstock cultivation, biodiesel production and wholesale biodiesel distribution focused on the government mandated markets of the United States and Europe. The Company is not operating its biodiesel refining segment. The refineries are being held in care and maintenance either awaiting a return to positive operating conditions or the sale of assets. The Company has materially diminished its Jatropha contract farming operation and the company is now focused on divesting the remaining Indian assets. The Company intends to cease all Indian operations. Grant Thornton Audit Pty Ltd, in Perth, Australia, expressed substantial doubt about the Company's ability to continue as a going concern. The independent auditors noted that the Company incurred operating cash outflows of A$4.9 million during the year ended June 30, 2012, and, as of that date, the consolidated entity's total liabilities exceeded its total assets by A$24.4 million. The Company's consolidated balance sheet at Dec. 31, 2012, showed $7.05 million in total assets, $27.29 million in total liabilities and a $20.24 million net deficit. MPM TECHNOLOGIES: Names Interim CEO and CFO ------------------------------------------- The shareholders of MPM Technologies, Inc., removed Michael Mooney as Secretary, Treasurer and Principal Accounting Officer and removed Peter Chase as Chief Executive Officer, President and Director. Effective May 29, 2013, Mr. Peter Colella, Jr., and Mr. Brian Burrow were appointed as Interim Chief Executive Officer and Interim Chief Financial Officer, respectively. Mr. Collela will oversee the Company's day to day operations and Mr. Burrow will perform the duties commensurate with his position until the Board of Directors has identified a new Chief Executive Officer and Chief Financial Officer. Peter Colella, age 68 Peter Colella has been active in corporate finance activities on a national and international level over the course of his 32 year career. In addition to over 300 successful investment banking transactions, he has also built a stellar performance record with turnarounds and profit improvement services over the past 20 years. He is active in a number of civic, social and business organizations and has served as vice president, president and board chairman of the Philadelphia Chapter of the Association for Corporate Growth as well as national vice president. Previously, Mr. Colella was a Board member of Italy America Chamber of Commerce from 2008 - 2012, ImCure therapeutics from 2009 - 2012, CEO Think Tank from 2007- 2012, and Tridon Industries from 2005- 2012. Mr. Colella holds an MBA from St. John's University and BS degree in Business Administration from LaSalle College. Brian Burrow, age 34 Mr. Burrow brings 15 years of business and entrepreneurial experience to the Company. For the past five years, Brian has worked as an economist and project manager for organizations including City of Spokane, the Spokane Area Workforce Development Council and Spokane Community College and has worked on projects companies including Haskins Steel, Moss Adams and The Boeing Company. During this time, he played a leadership role in receiving a Governor's Best Practice Award for integrating economic and workforce development which led to him designing an aerospace training program at eleven community and technical colleges as part of the Air Washington project. Mr. Burrow holds a BA in Finance and a BA in Economics from Eastern Washington University and is currently conducting research for his thesis on regional economics for an interdisciplinary studies Master of Economics degree also from Eastern Washington University. About MPM Technologies Headquartered in Parsippany, N.J., MPM Technologies Inc. (OTC BB: MPML) -- http://www.mpmtech.com/-- operates through its three wholly owned subsidiaries: AirPol Inc., NuPower Inc. and MPM Mining Inc. During the year ended Dec. 31, 2007, AirPol was the only revenue generating entity. AirPol operates in the air pollution control industry. It sells air pollution control systems to companies in the United States and worldwide. The company through its wholly owned subsidiary NuPower is engaged in the development and commercialization of a waste-to-energy process known as Skygas. These efforts are through NuPower's participation in NuPower Partnership, in which MPM has a 58.21% partnership interest. NuPower Partnership owns 85% of the Skygas Venture. In addition to its partnership interest through NuPower Inc., MPM also owns 15% of the Venture. The Company's balance sheet at Sept. 30, 2010, showed $1.17 million in total assets, $15.32 million in total liabilities, all current, and a stockholders' deficit of $14.15 million. The Company recorded a net loss of $1.56 million for 2009 from a net loss of $1.72 million for 2008. The Company has not filed its periodic reports after the quarterly report ending Sept. 30, 2010. NATIVE WHOLESALE: Taps Cuddy & McCarthy for New Mexico Action ------------------------------------------------------------- Native Wholesale Supply Company sought and obtained permission from the Bankruptcy Court to employ Cuddy & McCarthy, LLP, as its special counsel, under a general retainer, to represent it in a lawsuit in New Mexico. The Debtor was a defendant in an action in the First Judicial District of Santa Fe County, New Mexico, Case No. D-0101-CV-2008- 02236 which was stayed and then administratively closed by the court for failure to prosecute. The Debtor's lead counsel in the New Mexico Action is Cuddy & McCarthy. A recent effort to resurrect the New Mexico Action was initiated by the New Mexico Attorney General's Office by filing a motion to reopen the New Mexico Action; that motion was denied. An appeal or the commencement of a new action is likely, however, and the Debtor will require the continued assistance of Cuddy & McCarthy. Cuddy & McCarthy is and has been counsel to the Debtor on all matters involving the New Mexico Action since its initiation in 2008. To the best of the Debtor's knowledge, the partners and associates of Cuddy & McCarthy do not have any connection with the Debtor, its creditors, or any other party-in-interest, or its respective attorneys. About Native Wholesale Supply Company 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. NEWLAND INTERNATIONAL: Can Use Cash Collateral Until Today ---------------------------------------------------------- Newland International Properties Corp. obtained authority from the U.S. Bankruptcy Court for the Southern District of New York to continue its use of the cash collateral securing its prepetition indebtedness until June 7, 2013. The cash collateral will be used only for working capital and general corporate purposes and costs and expenses related to the Chapter 11 case, such as payments authorized under first day motions. The Debtor also sought and obtained Court authority to employ Gibson, Dunn & Crutcher LLP, as general bankruptcy and restructuring counsel; Adames, Duran, Alfaro & Lopez, as Panamanian counsel; Gapstone LLC as financial advisor; Greenberg Traurig, LLP, as special real estate counsel; and Epiq Bankruptcy Solutions, LLC, as Balloting and Tabulation Agent. Newland International Properties Corp. is a sociedad anonima organized under the laws of the Republic of Panama. Newland is a real estate development company established to develop the "Trump Ocean Club International Hotel & Tower" in Panama City, Panama. Trump Ocean Club is being developed as a multi-use luxury tower, overlooking the Pacific Ocean, with luxury condominium residences, a hotel condominium, a limited number of offices, and premier leisure amenities. Trump Ocean Club will be located on the Punta Pacifica Peninsula in Panama City, on approximately 2.8 acres (11,200 square meters) of land, including approximately 295 lineal feet (90 lineal meters) of oceanfront. The Debtor has received confirmation of its prepackaged plan of reorganization, which provides for the payment of $220 million in debt by issuing new notes to secured creditors. NOVA CHEMICALS: Fitch Upgrades Issuer Default Rating to 'BB+' ------------------------------------------------------------- Fitch Ratings has upgraded NOVA Chemicals Corporation's (NOVA) Issuer Default Rating (IDR), unsecured bank credit facilities, and senior unsecured notes to 'BB+' from 'BB' and its secured credit facility to 'BBB-' from 'BB+'. The Rating Outlook is Stable. Approximately $715 million of debt is affected by this rating action. KEY RATING DRIVERS The upgrade is based on NOVA's continued strong operating performance and its substantial debt paydown. NOVA benefits from robust demand and tight supply in its core Olefins/Polyolefins segment, which mainly produces ethylene and polyethylene. The resulting favorable supply environment coupled with low costs for light feedstock has resulted in high operating profits and margins. In the latest 12 months (LTM) period ended March 31, 2013, NOVA had operating EBITDA of approximately $1.2 billion, corresponding to a margin of 23.5%, based on $5 billion of revenues. The company's performance resulted in significant LTM free cash flow (FCF) of $525 million, based on $966 million of cash flow from operations, $360 million of capital expenditures and $75 million of capital distributions. However, Fitch does not anticipate NOVA will continue generating FCF. In April, NOVA increased its distribution to $150 million. The company also is ramping its cap ex spend to accomplish its NOVA 2020 strategy. Fitch expects NOVA to produce negative FCF in 2013, 2014 and 2015 as the company's spend for planned projects and cash distributions outpace cash from operations. In the October 2012, NOVA repaid its $400 million floating rate notes due 2013 at par. In March, it repaid its $100 million 2025 notes. Repayment and stronger operating performance reduced the company's gross balance sheet debt to EBITDA leverage to 0.6x. Total balance sheet debt has fallen to $715 million at March 31, 2013 from $1.7 billion at Dec. 31, 2011. The strengthening of the company's credit profile partially mitigates the key ratings constraints, the price volatilities and the demand and supply cyclicality of commodity chemicals. Prices for the company's commodity products sold to third party customers (ethylene, polyethylene, polystyrene and by-products) are volatile as they follow the cyclicality of the industry, which is not only influenced by the economic demand cycle but also by the industry's supply dynamics. Typically, capacity additions come in very sizeable increments and are often executed by multiple industry participants at the same time. After these additions have come online, it often takes several years to absorb the resulting supply glut. Based on current announcements, North American ethylene production could see up to 10 million metric tons of additional annual capacity coming online by 2019. If fully completed, these additions would correspond to approximately 37% of U.S. capacity according ICIS and would have the potential to reverse the currently favorable environment. NOVA is planning on expanding its ethylene production capacity as well as building downstream facilities. It recently announced board approval of a third LLDPE reactor at Joffre with capital spend totaling $1 billion. NOVA has minimal short-term debt maturities, but in November 2013 the 8 3/8% 2016s are callable at 104.19 and in November 2014 the 8 5/8% 2019s are callable at 104.31. The company's only maturities are the $350 million notes due 2016 and the $350 million notes due 2019. The Stable Rating Outlook is based on Fitch's expectation that the favorable ethylene and polyethylene industry dynamics in North America will be sustained for the next few years. Costs for light feedstock are expected to remain low and, despite the announced capacity additions, ethylene and ethylene derivative supplies should remain tight. Fitch expects that NOVA will continue to generate meaningful profits and operating cash flows in the near and intermediate term as the announced capacity additions will come online only gradually and over an extended period of time. NOVA has robust liquidity that will enable the company to fund working capital and capital expenditure requirements and to withstand less favorable industry conditions, if a reversal of the positive dynamics were to occur. At March 31, 2013, NOVA had liquidity of $1.05 billion, consisting of $499 million cash on- hand and $546 million available under its syndicated and bilateral credit facilities. NOVA's main $425 million senior secured credit facility, which matures in December 2016, is governed by a senior debt-to-cash- flow covenant of max 3x and a debt-to- capitalization covenant of max 60%. NOVA was in compliance with these covenants at March 31, 2013. Fitch expects the company to remain in compliance throughout the lifetime of the facility. The facility is secured by the net book value of assets in Canada, including NOVA's interest in the Joffre, Alberta chemical complex and the Corunna, Ontario facility. The value of the collateral justifies the one notch rating differential over the IDR and the senior unsecured debt and investment grade rating. In addition, NOVA has $140 million senior unsecured bilateral revolving credit facilities, which are not governed by the financial covenants described above. Of these facilities, $40 million expires in September 2013 and $100 million in September 2015. Additional liquidity comes from the company's $225 million fully available A/R securitization programs, which is governed by the same set of financial covenants as the $425 million secured facility, and a $125 million bilateral LC facility with $80 million outstanding. The rating also incorporates potential upside from a series of agreements and memorandums of understanding with energy and pipeline companies to enhance the availability of cost-competitive light feedstock at NOVA's production facilities. In fiscal 2012, NOVA ran its main Joffre, Alberta production complex below nameplate capacity due to limited availability of ethane, which was derived from natural gas flow to the U.S. from Canada. Alternative supply from sources ranging from North Dakota to Canadian oil sand upgrade facilities for the Joffre, Alberta complex and to the Marcellus Shale Basin for the Corunna, Ontario facility, will come online beginning in 2013. The anticipated incremental supply of light feedstock will allow NOVA to operate its facilities at full capacity during periods of peak demand for its olefins and polyolefins products. RATING SENSITIVIES Positive: Future developments that may, individually or collectively, lead to positive rating action include: -- Meaningful progress in capital spending plans with limited need to add to debt levels; -- Hard credit support from IPIC. Negative: Future developments that may, individually or collectively, lead to negative rating action include: -- A sustained return of adverse economic conditions and excess capacity for the chemical industry leading to weak sales and profits; -- A sharp erosion of the company's feedstock advantage resulting in higher debt funding during the capex buildout period; -- Expectations for prolonged meaningful negative FCF leading to debt levels where leverage is sustained around 3.0x on a total debt to EBITDA basis through the cycle; -- Substantially increased distributions to IPIC funded by debt. Fitch upgrades the following ratings for NOVA: -- Long-term IDR to 'BB+' from 'BB'; -- Senior secured revolving credit facility to 'BBB-' from 'BB+'. -- Senior unsecured revolving credit facilities to 'BB+' from 'BB'; -- Senior unsecured notes and debentures to 'BB+' from 'BB'. The Rating Outlook is Stable. OCEAN 4660: Lauderdale Beachside Hotel Owner in Chapter 11 ---------------------------------------------------------- Ocean 4660, LLC, owner of beachfront property operated as the Lauderdale Beachside Hotel in Lauderdale-by-the-Sea, Florida, filed a Chapter 11 petition (Bankr. S.D. Fla. Case No. 13-23165) in its hometown on June 2, 2013. The Lauderdale Beachside Hotel features a beach-front location, two five-story interior corridor buildings (east and west), 147 guest rooms, a beach front tiki bar and grill, a large adjoining restaurant and commercial kitchen space and on-site parking. The restaurant space and the tiki bar and grill are unoccupied. The occupancy rates have generally been between 40% and 70% occupancy. Room rates are $40 to $80 per night. The hotel was previously managed operated by Beachside Hotel Management, LLC, an entity affiliated with an insider, but the Debtor junked Beachside and transferred management to RKJ Hotel Management LLC. RKJ's Rick Barrecka, who took over as CRO on May 20, believes the hotel can achieve in the short-term a sustained occupancy rate between 65% and 75% and a sustained average daily rate above $60 per night. Comerica, which asserts secured claims in excess of $15 million, commenced in November 2011 a complaint for foreclosure against the Debtor in state court. A hearing on a motion by Comerica for summary final judgment of foreclosure would have moved forward on June 4 had the Debtor not filed for bankruptcy. First Day Motions To enable the Debtor to operate effectively and avoid the adverse effects of the Chapter 11 filing, the Debtor has or will file for various types of relief in "first-day" applications and motions. The Debtor seeks to use the cash collateral of Comerica Bank pursuant to a three-month budget. Use of cash collateral is generally intended to preserve the going concern value of the Debtor's property and maintain ordinary course operations. The Debtor will provide adequate protection to Comerica in the form of, among other things, an administrative claim and a postpetition replacement lien. The cash collateral budget projects a 70% occupancy rate in June, 71.7% in July and 67.6% in August. Total revenue is expected to be $220,500 in June, $241,000 in July, and $215,500 in August. Net profit would be $13,645, $49,637, and $29,384, respectively. The Debtor is also seeking an order from the Bankruptcy Court valuing the property. In addition to Comerica's asserted secured claim, several other claims of lien have been filed against the Debtor's property. "An order determining the value of the Debtor's property will enable the Debtor to accurately determine the secured status of these various claims, which will serve many useful purposes in the Chapter 11 case. Most importantly, it will enable to Debtor to accurately classify the various alleged secured claims against the Debtor's property in its forthcoming plan of reorganization," says John H. Genovese, Esq., at Genovese Joblove & Battista, P.A., counsel to the Debtor. The Debtor says there is substantial value in the property. The Debtor believes there is an investor willing to inject cash into the Debtor on Court-approved terms to accomplish such a rehabilitation of the property. The Company has filed applications to tap Genovese Joblove & Battista, P.A., as counsel; and RKJ as manager. OCEAN 4660: Proposes Genovese Joblove as Counsel ------------------------------------------------ Ocean 4660, LLC, seeks approval from the Bankruptcy Court to employ John H. Genovese, Esq., and the law firm of Genovese Joblove & Battista, P.A., nunc pro tunc to the Petition Date. GJB will serve as the Debtor's general restructuring and bankruptcy counsel, to advise and represent the Debtor with regard to the filing of the Chapter 11 petition and the prosecution of its Chapter 11 case. It is anticipated that, primarily, the following professionals will be working on the matter: Name Title Hourly Rate ---- ----- ----------- John H. Genovese Partner $595 Mariaelena Gayo-Guitian Partner $435 Michael Schuster Associate $310 The hourly rates for the associate attorneys who may work on this case range from $250 to $350. The hourly rates for legal assistants and paralegals range from $75 to $195. Prior to the commencement of the Chapter 11 case, the Debtor sought the services of GJB principally with respect to advice regarding restructuring matters in general, and the preparation for and potential commencement and prosecution of a Chapter 11 case for the Debtor. GJB billed the Debtor a total of $39,091 in fees and costs. About Ocean 4660 Ocean 4660, LLC, owner of beachfront property operated as the Lauderdale Beachside Hotel in Lauderdale-by-the-Sea, Florida, filed a Chapter 11 petition (Bankr. S.D. Fla. Case No. 13-23165) in its hometown on June 2, 2013. The Lauderdale Beachside Hotel features a beach-front location, two five-story interior corridor buildings (east and west), 147 guest rooms, a beach front tiki bar and grill, a large adjoining restaurant and commercial kitchen space and on-site parking. The restaurant space and the tiki bar and grill are unoccupied. The occupancy rates have generally been between 40% and 70% occupancy. Room rates are $40 to $80 per night. OCEAN 4660: RKJ Provides CRO, CFO to Manage Hotel ------------------------------------------------- Debtor Ocean 4660, LLC, seeks approval from the Bankruptcy Court of (a) a management agreement between the Debtor and RKJ Hotel Management, LLC, and (b) chief restructuring officer agreement between the Debtor and RKJ's Rick Barreca. RKJ has agreed to provide restructuring advisory services, including providing Mr. Barreca to serve as CRO of the Debtor. RKJ will also provide the services of Jeff Katofsky as Chief Financial Officer to the Debtor. Mr. Barreca and Mr. Katofsky will lead the Debtor in evaluating and implementing strategic and tactical options through the restructuring process. The Management Agreement provides RKJ, as manager, will be compensated through (i) a base management fee equal to 5% of gross revenues of the Debtor's Hotel and (ii) a base asset management fee equal to 3% of the gross revenues of the hotel. The Agreement expires in 10 years. All proceeds of the Debtor's operations will be deposited into debtor-in-possession accounts as required by the United States Trustee, subject to all applicable reporting and other requirements. The $60,000 retainer called for in the management agreement has also been waived for the benefit of the estate. Because Mr. Barreca and RKJ are not being employed as professionals under section 327 of the Bankruptcy Code, they will not be submitting quarterly fee applications pursuant to section 330 and 331 of the Bankruptcy Code. However, they will file quarterly reports of compensation. The firm may be reached at: RKJ HOTEL MANAGEMENT, LLC 4558 Sherman Oaks Avenue Sherman Oaks, California 91403 About Ocean 4660 Ocean 4660, LLC, owner of beachfront property operated as the Lauderdale Beachside Hotel in Lauderdale-by-the-Sea, Florida, filed a Chapter 11 petition (Bankr. S.D. Fla. Case No. 13-23165) in its hometown on June 2, 2013. The Lauderdale Beachside Hotel features a beach-front location, two five-story interior corridor buildings (east and west), 147 guest rooms, a beach front tiki bar and grill, a large adjoining restaurant and commercial kitchen space and on-site parking. The restaurant space and the tiki bar and grill are unoccupied. The occupancy rates have generally been between 40% and 70% occupancy. Room rates are $40 to $80 per night. OCEAN 4660: Case Summary & 20 Largest Unsecured Creditors --------------------------------------------------------- Debtor: Ocean 4660, LLC 4660 N Ocean Dr Lauderdale-By-The-Sea, FL 33308 Bankruptcy Case No.: 13-23165 Chapter 11 Petition Date: June 2, 2013 Court: United States Bankruptcy Court Southern District of Florida (Fort Lauderdale) Judge: John K. Olson About the Debtor: The Debtor owns the beachfront property operated as the Lauderdale Beachside Hotel in Lauderdale- by-the-Sea, Florida. Debtor's Counsel: John H Genovese, Esq. GENOVESE JOBLOVE & BATTISTA, P.A. 100 SE 2 St 44 Flr Miami, FL 33131 Tel: (305) 349-2300 Fax: (305) 428-8861 E-mail: jgenovese@gjb-law.com Debtor's Restructuring Services Provider and Hotel Manager: RKJ HOTEL MANAGEMENT, LLC Estimated Assets: $10,000,001 to $50,000,000 Estimated Debts: $10,000,001 to $50,000,000 The petition was signed by Rick Barreca, chief restructuring officer. Debtor's List of 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Comerica Bank $15,956,934 c/o Brian K. Hole, Esq. Holland & Knight, LLP 515 E. Las Olas Blvd Ste 1200 Ft Lauderdale, FL 33301 Derek Mortland Attorneys Fees and $20,426 c/o John Paul Fuller Costs Award Fuller Fuller & Associates PA 12000 Biscayne Blvd, Ste 609 Miami, FL 33181 Simplex Grinnell Final Judgment $7,394 5800 NW 74 Ave Miami, FL 33166 Florida Laundry $6,015 Systems, Inc. Waste Management $4,184 of Florida McNeill Signs $3,441 Two Sons Management $2,700 Affinity Mechanical Inc. Judgment 7/24/12 $2,251 Raymond Ballassiano $1,874 Angelo Dipilato Unknown Anita Investments, LLC Unknown Bryan Agostino Unknown J. Bernard Bell Unknown Kenneth A. Frank Unknown Michael Holovka Unknown Oceanside Lauderdale Unknown Inc. Shift4 Unknown Teco People Gas Unknown Windstream Unknown Communications Winsome Matthews Unknown OFFICE DEPOT: Moody's Says Sale of Mexican JV is Credit Positive ---------------------------------------------------------------- In a comment published on June 5, 2013, Moody's Investors Service stated that Office Depot's announcement on June 4, 2013 that it had agreed to sell its 50% stake in Latin American Joint Venture Office Depot de Mexico S.A. de C.V. to its partner Grupo Gigante, S.A.B. de C.V. (GIGANTE.MX) for roughly $690 million was a credit positive for the company. "Assuming approvals from shareholders are received, and the company deploys the approximately $550 million in net after-tax proceeds to debt repayment as publicly announced, this transaction will be positive for debtholders and will also result in an enhanced liquidity profile for Office Depot," stated Moody's Senior Analyst Charlie O'Shea. "While it has no immediate impact on the company's B2 rating or the developing outlook as these are presently driven primarily by still-challenged operating performance and issues surrounding the potential merger with OfficeMax (B1, developing), we believe this is definitely a positive action for the company." Office Depot's B2 rating considers its credit metrics, which remain weak, though will improve upon closing of the sale of the Mexican JV, and its solid, though still-challenged, number two position in the office supplies segment. The rating also considers the difficult macroeconomic environment in the U.S. and Europe, which continues to compress operating performance. "We expect liquidity to remain at least very good and remain a critical factor supporting the B2 rating," Moody's said. The developing outlook considers the pending merger with OfficeMax, with issues such as shareholder and regulatory approval remaining. Upward ratings momentum would result in the event the company is able to improve the operating profitability of its North American and International businesses. Ratings could be upgraded if debt/EBITDA approaches 5.0 times and EBITA/Interest was sustained above 1.75 times, with liquidity generally maintained at present levels. Ratings could be downgraded if debt/EBITDA is sustained above 6 times or if EBITA/interest fell below 1 time. Ratings could also be downgraded if liquidity were to weaken. Headquartered in Boca Raton Florida, Office Depot is the second largest office supply retailer in the U.S., with annual revenues of around $10.7 billion and 1,112 stores in North America. OVERSEAS SHIPHOLDING: Franklin No Longer Owns Shares ---------------------------------------------------- Franklin Resources, Inc., and its affiliates disclosed in an amended regulatory filing with the U.S. Securities and Exchange Commission that, as of Dec. 31, 2012, they do not beneficially own shares of common stock of Overseas Shipholding Group, Inc. A copy of the regulatory filing is available at http://is.gd/gUWK92 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. PACIFIC BOOKER: Incurs $1-Mil. Net Loss in Fiscal Year 2013 ----------------------------------------------------------- Pacific Booker Minerals Inc. filed on May 31, 2013, its annual report on Form 10-K, quarterly report on Form 20-F for the year ended Jan. 31, 2013. MNP LLP, in Vancouver, Canada, said: "Without qualifying our opinion, we draw attention to Note 2b to these financial statements, which states that Pacific Booker Minerals Inc. incurred significant losses from operations, negative cash flows from operating activities and has an accumulated deficit. This, along with other matters as described in Note 2b, raise substantial doubt about the ability of Pacific Booker Minerals Inc. to continue as a going concern." The Company reported a net loss of C$1.0 million for the year ended Jan. 31, 2013, compared with a net loss of C$3.8 million for the year ended Jan. 31, 2012. "Without a producing property, the Company does not have a current source of revenue from operations." The Company's balance sheet at March 31, 2013, showed C$30.9 million in total assets, C$71,341 in total liabilities, and stockholders' equity of C$30.8 million. A copy of the Form 20-F is available at http://is.gd/Yp45Fh Vancouver, Canada-based Pacific Booker Minerals Inc., is engaged in mineral exploration. All of the Company's mineral operations are located in Canada. The Company and all of its properties are at the exploration stage. Currently, the Company is completing the required permitting of its Morrison Project. PACIFIC THOMAS: Ch. 11 Trustee Can Employ DSI as Consultant ----------------------------------------------------------- Kyle Everett, the appointed chapter 11 Trustee in the bankruptcy case of Pacific Thomas Corporation, sought and obtained approval from the U.S. Bankruptcy Court to employ Development Specialists, Inc. to provide consultant and management services. The services that DSI will provide to the Trustee include, but are not limited to, management services in connection with accounting, asset liquidation, asset analysis, litigation support, real estate issues, lease issues, as well as other matters that may arise within the scope of its expertise. Kyle Everett attests that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. DSI's fees will be included as part of and within the limits of the general statutory fee that the Trustee will seek pursuant to Section 326(a) of the Bankruptcy Code. Attorneys for Chapter 11 Trustee are: Robert E. Izmirian, Esq. Craig C. Chiang, Esq. BUCHALTER NEMER 55 Second Street, Suite 1700 San Francisco, CA 94105-3493 Tel: (415) 227-0900 Fax: (415) 227-0770 E-mail: rizmirian@buchalter.com cchiang@buchalter.com About Pacific Thomas Corp. Walnut Creek, California, Pacific Thomas Corporation filed a Chapter 11 petition (Bankr. N.D. Cal. Case No. 12-46534) in Oakland on Aug. 6, 2012, estimating in excess of $10 million in assets and liabilities. The Debtor is related to Pacific Thomas Capital, which specializes in real estate services, focusing on the investment, ownership and development of commercial real estate properties, according to http://www.pacificthomas.com/ Real estate activities has spanned throughout the Hawaiian Islands as well as U.S. West Coast locations in California, Nevada, Arizona and Utah. Hawaii based activities are managed under the name Thomas Capital Investments. Bankruptcy Judge M. Elaine Hammond presides over the case. Anne- Leith Matlock, Esq., at Matlock Law Group, P.C., serves as general counsel. The petition was signed by Jill V. Worsley, COO, secretary. Kyle Everett was named Chapter 11 Trustee of the Debtor. In its schedules, the Debtor disclosed $19,960,679 in assets and $16,482,475 in liabilities as of the petition date. PACIFIC THOMAS: Ch. 11 Trustee Can Employ Brian Collins as Broker ----------------------------------------------------------------- Kyle Everett, the appointed Chapter 11 Trustee in the bankruptcy case of Pacific Thomas Corporation, sought and obtained permission from the U.S. Bankruptcy Court to employ Brian Collins of California Capital & Investment Group, Inc., as his real estate broker for the sale of the Debtor's property. Brian Collins -- bcollins@californiagroup.com -- assures the Court that his firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. California Capital will be paid 1.5% of the purchase price at the time of sale, subject to Court approval of the sale and up to 1% to any broker who procured the buyer. This exclusive authorization and right for California Capital to sell the Premises, subject to approval of the Court, will be for the period from May 15, 2013 to November 15, 2013. About Pacific Thomas Corp. Walnut Creek, California, Pacific Thomas Corporation filed a Chapter 11 petition (Bankr. N.D. Cal. Case No. 12-46534) in Oakland on Aug. 6, 2012, estimating in excess of $10 million in assets and liabilities. The Debtor is related to Pacific Thomas Capital, which specializes in real estate services, focusing on the investment, ownership and development of commercial real estate properties, according to http://www.pacificthomas.com/ Real estate activities has spanned throughout the Hawaiian Islands as well as U.S. West Coast locations in California, Nevada, Arizona and Utah. Hawaii-based activities are managed under the name Thomas Capital Investments. Bankruptcy Judge M. Elaine Hammond presides over the case. Anne- Leith Matlock, Esq., at Matlock Law Group, P.C., serves as general counsel. The petition was signed by Jill V. Worsley, COO, secretary. Kyle Everett was named Chapter 11 Trustee of the Debtor. In its schedules, the Debtor disclosed $19,960,679 in assets and $16,482,475 in liabilities as of the petition date. PANAVISION INC: Defaults on Second-Lien Debt, Lawyers Say --------------------------------------------------------- Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that Panavision Inc., which rents cameras, lenses and lighting equipment to movie and television producers, didn't pay a $1.7 million second-lien term loan when the debt matured on March 20. The indenture trustee declared a default on April 12 and filed suit on May 23 in New York state Supreme Court, according to a statement from Kaye Scholer LLP, lawyers for the plaintiffs. According to the report, the creditors are contending there are no disputed facts and the court should enter judgment without holding a trial. Woodland Hills, California-based Panavision was acquired in 2006 by MacAndrews & Forbes Holdings Inc. in a $10.6 million transaction, according to data compiled by Bloomberg. The Bloomberg report discloses that Kaye Scholer said that from a 2010 restructuring, Ronald Perelman's MacAndrews & Forbes gave up its equity interest. At the same time, a majority of the secondlien debt was converted to first-lien debt on a diluted basis, the firm said. Panavision didn't respond to a call seeking comment. The suit is Wilmington Trust NA v. Panavision Inc., 651869- 2013, Supreme Court, State of New York, County of New York. PARKWAY PROPERTIES: Bankruptcy Administrator Recommends No Panel ---------------------------------------------------------------- Britt B. Griggs, Esq., attorney for the Bankruptcy Administrator for the Middle District of Alabama, recommended that no unsecured creditors' committee be appointed in the Chapter 11 case of Parkway Properties, LLC. Mr. Briggs discloses that only two unsecured creditors expressed willingness to serve on a committee of unsecured creditors. About Parkway Properties Parkway Properties, LLC, filed a Chapter 11 petition (Bankr. M.D. Ala. Case No. 13-30461) on Feb. 22, 2013. The petition was signed by Joe B. Crosby as manager. Judge Dwight H. Williams, Jr., presides over the case. The Debtor's scheduled assets were $11,255,845 and scheduled liabilities were $9,222,364. The Debtor is represented by Lorren B. Jackson, Esq., at Wilson & Jackson, LLC, in Montgomery, Alabama. Parkway Properties, LLC, proposed a plan of reorganization that will pay $36,603 to creditors on a monthly basis until all debts are paid in full. PARKWAY PROPERTIES: Lenox Mortgage Wants Case Dismissal ------------------------------------------------------- Parkway Properties, LLC, filed a response to Secured creditor and party-in-interest Lenox Mortgage XIX LLC's motion for the dismissal of its Chapter 11 case, or, in the alternative, prohibit the use of cash collateral, and determine that the Debtor's bankruptcy case is a Single Asset Real Estate Case. The Debtor contended that it has sufficient cash flow to adequately protect Lenox from the decline in value of its collateral until such time a plan is submitted. In relation to this, the Debtor requested that the Court deny the emergency motion and allow the Debtor additional time to file its plan of reorganization. The Debtor is indebted to Lenox pursuant to a loan in the original principal amount of $7,469,900 which is secured by, among other things, a blanket security interest in the accounts receivable, rents, contract rights, inventory, equipment, fixtures and general intangibles of the Debtor, pursuant to a certain Security Agreement dated June 30, 2004. As of the Petition Date, the total amount owed under the loan documents was approximately $7,447,197. About Parkway Properties Parkway Properties, LLC, filed a Chapter 11 petition (Bankr. M.D. Ala. Case No. 13-30461) on Feb. 22, 2013. The petition was signed by Joe B. Crosby as manager. Judge Dwight H. Williams, Jr., presides over the case. The Debtor's scheduled assets were $11,255,845 and scheduled liabilities were $9,222,364. The Debtor is represented by Lorren B. Jackson, Esq., at Wilson & Jackson, LLC, in Montgomery, Alabama. Parkway Properties, LLC, proposed a plan of reorganization that will pay $36,603 to creditors on a monthly basis until all debts are paid in full. The Bankruptcy Administrator recommended that no unsecured creditors' committee be appointed in the case. PARKWAY PROPERTIES: Seeks Reconsideration of Cash Use Denial Order ------------------------------------------------------------------ Parkway Properties, LLC, asks the U.S. Bankruptcy Court for the Middle District of Alabama to reconsider its April 23, 2013, order denying Parkway's use of cash collateral. The Debtor is asking the Court to reconsider the very same facts presented at the April 18, 2013, evidentiary hearing and considered by the Court in making its initial ruling. Parkway has not presented any new evidence, nor has it provided any other grounds. The Court previously granted Lenox' motion seeking to prohibit the Debtor to use cash collateral. The Debtor was directed that all income it derived and subject to the security interest of Lenox will be held by the Debtor, in trust, and will not be expended for operational expenses. The Debtor asserts that the use of cash collateral is imperative to its successful reorganization. The Debtor contends that while it will submit a plan in the coming days, its ability to reorganize its debt will suffer if it is not allowed the use of cash collateral in the interim. The time period for Debtor's submission is a plan is near, and the Debtor says that plan is near completion and will be submitted to the Court shortly. The Debtor also adds that the inability to use cash collateral has potentially negative effects for the Debtor, Lenox, and the low income and minority tenants of the apartments as those funds are used to pay utilities such as water and electricity. The tenants will suffer as a result of the Court's decision to deny the use of cash collateral. In sum, the Debtor says the Court's decision will have a direct effect on its occupancy rate -- a factor which is vital to its plan of reorganization. About Parkway Properties Parkway Properties, LLC, filed a Chapter 11 petition (Bankr. M.D. Ala. Case No. 13-30461) on Feb. 22, 2013. The petition was signed by Joe B. Crosby as manager. Judge Dwight H. Williams, Jr., presides over the case. The Debtor's scheduled assets were $11,255,845 and scheduled liabilities were $9,222,364. The Debtor is represented by Lorren B. Jackson, Esq., at Wilson & Jackson, LLC, in Montgomery, Alabama. Parkway Properties, LLC, proposed a plan of reorganization that will pay $36,603 to creditors on a monthly basis until all debts are paid in full. The Bankruptcy Administrator recommended that no unsecured creditors' committee be appointed in the case. PLAZA VILLAGE: Court to Hear Bids to Dismiss Case on July 8 ----------------------------------------------------------- The U.S. Bankruptcy Court for the Southern District of California will convene a hearing on July 8, 2013, at 2:30 p.m., at Courtroom 4, Room 328, Weinberger Courthouse, to consider motions to dismiss the Chapter 11 case of Plaza Village Senior Living, LLC. As reported by the Troubled Company Reporter on May 20, 2013, the Debtor sought dismissal of the case because it has been able to resolve the financial difficulty outside of the Bankruptcy Court and it has the support of the creditors for the dismissal. On April 29, Pacific Horizon Mortgage Investors I, LLC -- the only unsecured creditor who is a non-insider -- requested dismissal of the Debtor's case, stating that: 1. Darryl Clubb, the Debtor's managing member, did not have the authority to file the case; and 2. the case was filed in bad faith. Philip J. Giacinti, Jr., Esq., represented PHM. About Plaza Village Senior Living, LLC Plaza Village Senior Living, LLC, filed a Chapter 11 petition (Bankr. S.D. Cal. Case No. 13-02723) on March 19, 2013. Darryl Clubb signed the petition as managing member. The Debtor scheduled assets of $11,533,346 and scheduled liabilities of $15,751,246. The Law Offices of Andrew H. Griffin, III, serves as the Debtor's counsel. On March 27, 2013, the bankruptcy case was transferred to the calendar of Bankruptcy Judge Peter W. Bowie for all further matters and hearing. Tiffany L. Carroll, Acting U.S. Trustee for Region 15, was unable to appoint an official committee of unsecured creditors. PLAZA VILLAGE: PHM Says Case Should be Dismissed ------------------------------------------------ Pacific Horizon Mortgage Investors I, LLC, insists the Chapter 11 case of debtor Plaza Village Senior Living should be dismissed. The Debtor previously filed a motion for the dismissal of the case, saying that it has been able to resolve the financial difficulty outside of the Bankruptcy Court and it has the support of the creditors for dismissal. The Debtor later withdrew its own motion to dismiss. Pacific Horizon Mortgage Investors I, LLC, which claims to be the only unsecured creditor who is a non-insider, filed its own motion for the dismissal of the Debtor's case, stating that: 1. Darryl Clubb, the Debtor's managing member, did not have the authority to file the case; and 2. the case was filed in bad faith. The Debtor is opposing PHM's motion and argues that PHM is an "insider." PHM says that the Debtor's argument that PHM is an "insider" has nothing to do with the merits of the motion. As recently as April 5, 2013, the 9th Circuit Bankruptcy Appellate Panel held that the determination of an "insider" is to be made on a case by case basis. According to PHM, its foreclosure on the 31.5& managing member interest in PVSL on Feb. 13, 2013 did not make PHM a managing member with 51% managing member authority. Additionally, that foreclosure also eliminated Darryl Clubb's managing member authority to file the PVSL case to begin with. PHM claims that no creditor or party in interest supports the continuation of PVSL in bankruptcy and particularly under the leadership of Mr. Clubb whose case itself should be dismissed and/or converted to Chapter 7. PHM also points out that there is no plan to vote on. Even an insider can object to a plan or move to dismiss, it points out. Attorneys for PHM can be reached at: Philip J. Giacinti, Jr., Esq. PROCOPIO, CORY, HARGREAVES & SAVITCH LLP 525 B Street, Suite 2200 San Diego, California 92101 Tel: (619)238-1900 Fax: (619)235-0398 About Plaza Village Senior Living Plaza Village Senior Living, LLC, filed a Chapter 11 petition (Bankr. S.D. Cal. Case No. 13-02723) on March 19, 2013. The Debtor owns the facility known as Plaza Village Senior Living, consisting of 62 memory care beds, 32 assisted living beds and 14 independent living beds located at 950 L avenue, National City, California. Darryl Clubb signed the petition as managing member. The Debtor scheduled assets of $11,533,346 and scheduled liabilities of $15,751,246. Andrew H. Griffin, III, Esq., of Law Offices of Andrew H. Griffin, III, serves as the Debtor's counsel. On March 27, the bankruptcy case was transferred to the calendar of Bankruptcy Judge Peter W. Bowie for all further matters and hearings. Tiffany L. Carroll, Acting U.S. Trustee for Region 15, informed the Court that no committee of unsecured creditors has been appointed because sufficient indications of willingness to serve on the committee have not been received from eligible persons. PLAZA VILLAGE: Hires Andrew H. Griffin as General Counsel --------------------------------------------------------- Plaza Village Senior Living, LLC asks, the U.S. Bankruptcy Court for permission to employ the Law Offices of Andrew H. Griffin, III as counsel. The Debtor attests that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. A retainer of $17,500 has been paid to the Law Offices of Andrew H. Griffin, III pursuant to the retainer agreement. The counsel can be reached at: Andrew H. Griffin, III 108378 LAW OFFICE OF ANDREW H. GRIFFIN, III 275 E. Douglas Ave., Ste. 112 El Cajon, CA 92020 Tel: (619) 440-5000 Fax: (619) 440-5991 E-mail: griffinlaw@mac.com About Plaza Village Senior Living Plaza Village Senior Living, LLC, filed a Chapter 11 petition (Bankr. S.D. Cal. Case No. 13-02723) on March 19, 2013. The Debtor owns the facility known as Plaza Village Senior Living, consisting of 62 memory care beds, 32 assisted living beds and 14 independent living beds located at 950 L avenue, National City, California. Darryl Clubb signed the petition as managing member. The Debtor scheduled assets of $11,533,346 and scheduled liabilities of $15,751,246. Andrew H. Griffin, III, Esq., of Law Offices of Andrew H. Griffin, III, serves as the Debtor's counsel. On March 27, the bankruptcy case was transferred to the calendar of Bankruptcy Judge Peter W. Bowie for all further matters and hearings. Tiffany L. Carroll, Acting U.S. Trustee for Region 15, informed the Court that no committee of unsecured creditors has been appointed because sufficient indications of willingness to serve on the committee have not been received from eligible persons. PLAZA VILLAGE: Wants to Tap Mountain Lakes as Senior Living Mgr. ---------------------------------------------------------------- Plaza Village Senior Living, LLC asks the U.S. Bankruptcy Court for permission to employ Mountain Lakes Senior Living, Inc., as their management company. The Debtor believes that Mountain Lakes is well qualified to represent it in marketing, managing, and operating the Debtor's Senior Living Project located at 950 L Avenue, National City, CA. Mountain Lakes has more than 30 years experience in marketing, managing, and operating senior living in the United States. The management agreement signed by the parties provide for a five- year term. Mountain Lakes will receive a monthly management fee equal to 5 percent of the facility's monthly gross receipts for the first year of the agreement, but in no case less than $5,000 per month; thereafter, the fee will increase to 6 percent. Mountain Lakes will also receive incentive fees of 5 percent of net operating income (NOI) in excess of the targeted NOI. Mountain Lakes' C. Rick Jensen attests that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. Mountain Lakes can be reached at: MOUNTAIN LAKES SENIOR LIVING, INC 4712 Mountain Lakes Boulevard, Suite 150 Redding, CA 96003 Attn: C. Rick Jensen, CEO Tel: (530) 222-6797 Fax: (530) 222-7725 About Plaza Village Senior Living Plaza Village Senior Living, LLC, filed a Chapter 11 petition (Bankr. S.D. Cal. Case No. 13-02723) on March 19, 2013. The Debtor owns the facility known as Plaza Village Senior Living, consisting of 62 memory care beds, 32 assisted living beds and 14 independent living beds located at 950 L avenue, National City, California. Darryl Clubb signed the petition as managing member. The Debtor scheduled assets of $11,533,346 and scheduled liabilities of $15,751,246. Andrew H. Griffin, III, Esq., of Law Offices of Andrew H. Griffin, III, serves as the Debtor's counsel. On March 27, the bankruptcy case was transferred to the calendar of Bankruptcy Judge Peter W. Bowie for all further matters and hearings. Tiffany L. Carroll, Acting U.S. Trustee for Region 15, informed the Court that no committee of unsecured creditors has been appointed because sufficient indications of willingness to serve on the committee have not been received from eligible persons. PLUG POWER: Air Liquide to Resell 12.1 Million Common Shares ------------------------------------------------------------ Plug Power Inc. disclosed that Air Liquide Investissements d'Avenir et de Demonstration intends to resell up to 12,184,216 shares of the Company's common stock, par value $0.01 per share. The securities registered consist of (a) 10,695,381 shares of Common Stock, which are issuable upon conversion of the shares of the Company's Series C Redeemable Convertible Preferred Stock, par value $0.01 per share, and (b) 1,488,835 shares of Common Stock, which are issuable in lieu of cash dividends payable on shares of Series C Preferred Stock. The shares of Common Stock that may be resold by Air Liquide pursuant to this prospectus constitutes approximately 14.9 percent of the Company's issued and outstanding Common Stock as of June 3, 2013. The Company's Common Stock is traded on the NASDAQ Capital Market under the symbol "PLUG." On May 31, 2013, the last reported sale price of the Company's Common Stock on the NASDAQ Capital Market was $0.38 per share. The Company will not receive any proceeds from the sale of the shares of Common Stock covered by this prospectus. The Company will bear all costs in effecting the registration of the shares of Common Stock covered by this prospectus. A copy of the Form S-3 prospectus is available at: http://is.gd/bWIKwn About Plug Power Plug Power Inc. is a provider of alternative energy technology focused on the design, development, commercialization and manufacture of fuel cell systems for the industrial off-road (forklift or material handling) market. KPMG LLP, in Albany, New York, expressed substantial doubt about Plug Power's ability to continue as a going concern, following their audit of the Company's financial statements for the year ended Dec. 31, 2012, citing the Company's recurring losses from operations and substantial decline in working capital. The Company's balance sheet at March 31, 2013, showed $37.1 million in total assets, $29.4 million in total liabilities, and stockholders' equity of $7.7 million. PLY GEM: Moody's Raises Corp. Family Rating to 'B3' --------------------------------------------------- Moody's Investors Service upgraded the Corporate Family Rating assigned to Ply Gem Industries, Inc., a manufacturer of exterior building products, to B3 from Caa1, and its Probability of Default Rating to B3-PD from Caa1-PD. This rating action results from expectations of significantly improved credit metrics following Ply Gem Holdings, parent company of Ply Gem ("collectively Ply Gem"), using a majority of its IPO proceeds for debt reduction. In a related rating action Moody's upgraded the company's senior secured notes due 2018 to B3 from Caa1, and its senior unsecured notes due 2017 to Caa2 from Caa3. Moody's also assigned a speculative grade liquidity rating of SGL-3. The following ratings were affected by these actions: Corporate Family Rating upgraded to B3 from Caa1; Probability of Default Rating upgraded to B3-PD from Caa1-PD; Senior secured notes due 2018 upgraded to B3 (LGD4, 52%) from Caa1 (LGD4, 51%); and, Senior unsecured notes due 2017 upgraded to Caa2 (LGD6, 94%) from Caa3 (LGD6, 93%). Speculative grade liquidity rating of SGL-3 is assigned. RATINGS RATIONALE The upgrade of Ply Gem's corporate family rating to B3 from Caa1 results from Moody's expectations that credit metrics will significantly improve following Ply Gem using a majority of its IPO proceeds for debt reduction. Ply Gem recently completed its IPO, inclusive of the over-allotment, raising approximately $381 million. Ply Gem is applying almost $240 million of this amount towards debt reduction, reducing its pro forma debt-to-EBITDA ratio to just below 6.75 times from 8.6 times at 1Q13. The debt pay down could also save Ply Gem nearly $15 million in annual interest payments, increasing its interest coverage to about 1.2 times from 0.9 times for the 12 months ended March 30, 2013 (all ratios incorporate Moody's standard adjustments). Ply Gem Holdings will also use a portion of the proceeds to pay transaction fees and other expenses, for general corporate purposes and to acquire Mitten Inc. (unrated), a Canadian manufacturer of vinyl siding, for CAD82 million ($80 million), pending regulatory approval. Mitten distributes its products through its own distribution centers throughout Canada. Most of Mitten's locations are in the eastern part of Canada, giving Ply Gem exposure to a region where it previously had no presence. "The speculative grade liquidity rating of SGL-3 reflects our view that Ply Gem will maintain an adequate liquidity profile over the next 12 months. Revolver availability should be sufficient to meet any potential shortfall in operating cash flow to cover its working capital requirements and capital expenditure needs in the near term, especially as the company spends more to meet higher demand," Moody's said. "The rating outlook remains positive reflecting our expectations for Ply Gem to benefit from a gradual recovery in its key end markets and improved operating performance resulting in better debt credit metrics, especially in light of reduced debt service requirements following the company's IPO," Moody's said. The one-notch rating upgrade for each of Ply Gem's rated debt instruments results from the improvement in the company's corporate family rating. As the company's end markets improve Ply Gem will need to demonstrate the ability to generate significant levels of operating earnings and free cash flow. Operating performance that results in debt-to-EBITDA remaining below 5.5 times or EBITA-to- interest sustained above 2.0 times (all ratios incorporate Moody's standard adjustments) could result in an upgrade. Factors that could result in stabilization of the ratings include operating performance falling below expectations or erosion in the company's financial performance due to an unexpected further decline in Ply Gem's end markets. Debt-to-EBITDA remaining above 6.0 times, EBITA-to-interest expense remaining below 1.0 times (all ratios incorporate Moody's standard adjustments) or a deteriorating liquidity profile could pressure the ratings. The principal methodology used in this rating was the Global Manufacturing Industry Methodology published in December 2010. Other methodologies used include Loss Given Default for Speculative-Grade Non-Financial Companies in the U.S., Canada and EMEA published in June 2009. Ply Gem Industries, Inc, headquartered in Cary, NC, is a leading manufacturer of exterior building products in North America. The company's core products are vinyl siding, windows, patio doors, and stone veneer, serving both the new construction and repair and remodeling end markets. CI Capital Partners LLC ("CI Capital"), through its respective affiliates, is the majority owner of Ply Gem. Revenues for the 12 months through March 30, 2013 totaled about $1.1 billion. PONTIAC CITY: Moody's Lowers GOULT Issuer Rating to 'B3' -------------------------------------------------------- Moody's Investors Service has downgraded to B3 from B1 the general obligation unlimited tax (GOULT) issuer rating of the Pontiac City School District (MI). Concurrently, Moody's has downgraded to Caa1 from B2 the district's outstanding general obligation limited (GOLT) tax debt. The ratings remain under review for possible downgrade. The district has $14.8 million of rated general obligation limited debt outstanding. Summary Ratings Rationale The downgrade of the GOLT rating to Caa1, and GOULT issuer rating to B3, was triggered by the district's GOLT default on May 1, 2013 when it failed to make a debt service payment of approximately $1.4 million for its Series 2006 School Building and Site Bonds. The bulk of the district's outstanding indebtedness comprises GOLT bonds, which are secured by the district's general obligation limited tax pledge payable from all operating revenues, subject to constitutional and statutory limitations. Although the GOLT bonds were insured by Syncora Guaranty, the insurer was not notified of the default by the paying agent until May 21. The district filed an EMMA notice on May 24 indicating a claim had been made. As of this date, the district has not repaid the insurer, though Syncora covered the debt service due bondholders within days of its notification from the paying agent. The B3 issuer rating also incorporates the district's overall severely challenging credit position, with a General Fund deficit balance now exceeding 50% of revenues after years of operating imbalance; continued significant enrollment declines that factor unfavorably into the state aid formula and forced a major downsizing; and continued economic stress. The district's poor cash position was exacerbated by the state's recent refusal to approve a tax anticipation cash flow note, which the district typically issues each April. The Caa1 rating on the district's outstanding general obligation limited tax debt is one notch below the issuer rating, reflecting the constraints on the district's operating revenues from which GOLT debt service is paid. The rating is under review for downgrade given the uncertainty regarding the amount and timing of recovery on the missed May 1st debt service payment, the high probability that the district will need to borrow for its upcoming debt service payments, and continued deterioration of the district's cash flows. "We expect to resolve the review pending updated financial information from the district as well as details of the district's plan for reimbursement to the insurer," Moody's said. The district's upcoming June 15 debt service payments for GOULT debt are likely to be paid through borrowing from state school loan revolving fund. Strengths - Economic base includes the institutional presence of Oakland University and Chrysler world headquarters - Recent stabilization of automotive industry - Modest debt burden supported by rapid amortization - Implementation of significant expenditure reductions Challenges - Uncertainty regarding the timing and extent of recovery on defaulted payments - Extremely stressed liquidity resulting in an inability to meet cash flow needs - Significant and ongoing enrollment declines that have forced major downsizing and state aid losses - Poor financial management practices including borrowing from the debt service funds for operations - History of the state withholding aid, which further stressing cash flows - Continuation of structurally imbalanced operations resulting in large deficit fund balance position - Limited revenue raising flexibility with high dependence on state foundation allowance - High degree of management instability - Severely stressed tax base with substantial valuation declines Outlook The rating remains under review for downgrade due to the uncertainty regarding the amount and timing of recovery on the missed May 1st debt service payment, the high probability that the district will need to borrow for its upcoming debt service payments as a result of General Fund borrowing from the district's debt service fund, and continued deterioration of the district's cash flows. The review will also consider the relative relationship between the ratings on the district's general obligation unlimited tax and general obligation limited tax debt, given that the district may have borrowed from the fund supported by its dedicated debt service levy to fund pressured operations. "We expect to resolve the review pending updated financial information from the district as well as details of the district's plan for reimbursement to the insurer," Moody's said. WHAT COULD CHANGE THE RATING UP (or removal of ratings under review) - Repayment of missed debt service payment in full - Improved liquidity and cash flow - Reduced reliance on cash flow borrowing to fund operations - Improvement in accounts payable WHAT COULD CHANGE THE RATING DOWN - Failure to repay missed debt service payment - Failure to make upcoming debt service payment - Further deterioration in the district's cash flows, putting at risk future repayment of obligations - Increase in likelihood of bankruptcy filing Rating Methodology The principal methodology used in this rating was General Obligation Bonds Issued by US Local Governments published in April 2013. POWERWAVE TECHNOLOGIES: Can Tap Goldberg Lowesntein as IP Counsel ----------------------------------------------------------------- The U.S. Bankruptcy Court for the District of Delaware authorized Powerwave Technologies, Inc., to employ Goldberg, Lowenstein & Weatherwax LLP as special counsel for intellectual property matters. GLW will, among other things, investigate potential infringement actions involving the Debtor's patent portfolio in conjunction with the Debtor's marketing efforts. GLW has agreed to render services for a flat fee of $110,000. 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. PREMIER HOLDING: Reports $466K Net Income in First Quarter ---------------------------------------------------------- Premier Holding Corp. filed its quarterly report on Form 10-Q, reporting net income of $466,147 on $129,236 of revenues for the three months ended March 31, 2013, compared with a net loss of $452,330 on $59,500 of revenues for the same period last year. The net income in Q1 2013 was generated by the sale of discontinued operations, as well as reduced costs and increased revenues during that same period. The Company's balance sheet at March 31, 2013, showed $6.0 million in total assets, $130,190 in total current liabilities, and stockholders' equity of $5.9 million. The Company said: "The Company has sustained operating losses of $8,675,781 since inception. The Company's continuation as a going concern is dependent on management's ability to develop profitable operations, and/or obtain additional financing from its stockholders and/or other third parties. "The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern; however, the above conditions raise substantial doubt about the Company's ability to do so." A copy of the Form 10-Q is available at http://is.gd/AmYn9z Premier Holding Corporation's wholly owned subsidiary WEPOWER Ecolutions, Inc. offers renewable energy production and energy efficiency products and services to commercial middle market companies. On Feb. 26, 2013, WEPOWER Ecolutions, Inc., changed its name to "Energy Efficiency Experts, Inc. (E3) in order to better communicate the business of the entity. E3 is a U.S. energy service company based in the Los Angeles area offering renewable energy production, energy efficiency products, and services to commercial middle market companies, Fortune 500 brands, developers and management companies of large scale residential developments as well as the general public so long as the product and the solutions fit the market segment. PRIMCOGENT SOLUTIONS: Can Use ORIX's Cash Collateral Until June 13 ------------------------------------------------------------------ Primocogent Solutions LLC obtained interim authorization from the U.S. Bankruptcy Court for the Northern District of Texas to use the cash collateral of secured lender ORIX Ventures, LLC, until June 13, 2013. As reported by the Troubled Company Reporter on May 29, 2013, the Debtor asked the Court for various relief, including use of the Secured Lender's cash collateral. The Debtor said that the sole supplier of its products, Erchonia Corporation, terminated their exclusive distribution agreement, its secured lender seized its bank account, and the prior exclusive North American distributor of Erchonia's products misled it into buying the business less than two years ago. The Debtor estimated that if it is able to use cash collateral, and if Erchonia is enjoined from continuing to breach its obligations under the agreements and damage the Debtor's business with its tortious actions, the Debtor would have more than sufficient cash flow to "service" the secured loan obligations to the Secured Lender through monthly payments, in cash, of postpetition interest. In exchange for the use of cash collateral, the Secured Lender is granted (i) first priority postpetition security interests in and liens on all of the Debtor's property; and, should the adequate protection prove to be insufficient (ii) first priority superpriority administrative expense claims under section 507(b) of the Bankruptcy Code with priority payment over any and all administrative expenses. The Debtor will also pay the Secured Lender (i) ongoing payment in cash on a current basis, no less than monthly, of the reasonable and documented fees, costs and expenses of the Secured Lender in connection with the Chapter 11 case; and (ii) ongoing and current payment in cash on a monthly basis, with the first payment commencing on May 31, 2013, of an amount equal to the monthly postpetition interest payable on the secured loan document obligations. In addition to adequate protection payments, the Debtor is directed to pay the Secured Lender, on a weekly basis, on the last day of each week, with the first payments, if any, due June 7, 2013, any proceeds received by the Debtor from June 3, 2013, the date of the interim order, from sles of the Debtor's products in excess of the cost of goods sold for the products. A final hearing on the Debtor's use of cash collateral is set for June 13, 2013, at 10:00 a.m. About Primcogent Solutions Primcogent Solutions, LLC, is a supplier and distributor of medical equipment and services in North America. Primcogent operates as the exclusive North American (and, through its European subsidiaries, Western European) seller or distributor of equipment manufactured by Erchonia Corporation, pursuant to exclusive license and supply agreements. Products sold include Erchonia's non-invasive body-contouring laser technology trademarked under the name Zerona(R), including the Zerona Body Laser. Primcogent was formed in late 2011 following the acquisition of the business of Santa Barbara Medical Innovations LLC for $18 million. Although the Erchonia agreement gave Primcogent perpetual rights to sell Erchonia products, Erchonia declared in March 2013 that the agreement has been terminated due to Primcogent's alleged failure to perform and starting that time stopped servicing Primcogent's products. Primcogent, on the other hand, claims Erchonia has committed fraud, breached the agreement and tortiously interfered with Primcogent's business. Primcogent cites, among other things, Erchonia's failure to obtain FDA clearance of Lunula, a laser technology used to treat or cure toe fungus. Primcogent also claims ORIX, its secured lender, is working in concert with Erchonia. A default in the Erchonia agreement triggered a cross-default in the credit agreement, and the secured lender has already seized control of Primcogent's cash account and is attempting to control warehouse inventory. Primcogent filed a bare-bones Chapter 11 petition (Bankr. N.D. Tex. Case No. 13-42368) in Ft. Worth, Texas, on May 20, 2013. The petition was signed by David Boris, chairman of board of managers of managing member. The Debtor estimated assets of at least $50 million and debts of at least $10 million. Judge Michael Lynn presides over the case. Jason Napoleon Thelen, Esq.,at Andrews Kurth, LLP, serves as the Debtor's counsel. ORIX is represented by Robert W. Jones, Esq., and Brian Smith, Esq., at Patton Boggs, LLP. Erchonia is represented by Ira M. Schwartz, Esq., and Lawrence D. Hirsh, Esq., at Deconcini McDonald Yetwin & Lacy, P.C., and J. Michael Sutherland, Esq., and Lisa M. Lucas, Esq., at Carrington, Coleman, Sloman & Blumenthal, LLP. PRESIDENTIAL REALTY: Baker Tilly is New Accounting Firm -------------------------------------------------------- Presidential Realty Corporation was informed by its independent registered public accounting firm, Holtz Rubenstein Reminick LLP that HRR has combined its practice with Baker Tilly Virchow Krause, LLP, effective as of June 1, 2013. As a result of the merger, HRR effectively resigned as the Company's independent registered public accounting firm and Baker Tilly, as the successor to HRR following the Merger, became the Company's independent registered public accounting firm. The engagement of Baker Tilly was approved by the Audit Committee of the Company's Board of Directors on June 1, 2013. The principal accountant's reports of HRR on the financial statements of the Company as of and for the years ended Dec. 31, 2012, and 2011 did not contain any adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principles, except for the expression of substantial doubt about the Company's ability to continue as a going concern. During the years ended Dec. 31, 2012, and 2011 and through the effective date of the Merger, there were no disagreements with HRR on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which if not resolved to HRR's satisfaction would have caused HRR to make reference thereto in connection with its reports on the financial statements for those years. During the years ended Dec. 31, 2012, and 2011 and through June 1, 2013, there were no reportable events of the types described in Item 304(a)(1)(v) of Regulation S-K. On June 1, 2013, the Audit Committee approved the engagement of Baker Tilly as the Company's independent registered public accounting firm, effective as of June 1, 2013. About Presidential Realty Headquartered in White Plains, New York, Presidential Realty Corporation, a real estate investment trust, is engaged principally in the ownership of income-producing real estate and in the holding of notes and mortgages secured by real estate or interests in real estate. On Jan. 20, 2011, Presidential stockholders approved a plan of liquidation, which provides for the sale of all of the Company's assets over time and the distribution of the net proceeds of sale to the stockholders after satisfaction of the Company's liabilities. Following the 2011 results, Holtz, Rubenstein Reminick LLP, in Melville, New York, expressed substantial doubt about the Company's ability to continue as a going concern. The independent auditors noted that the Company has suffered recurring losses from operations and has a working capital deficiency. The Company reported a net loss of $6.16 million in 2011, compared with a net loss of $2.57 million in 2010. The Company's balance sheet at March 31, 2013, showed $15.98 million in total assets, $19.83 million in total liabilities and a $3.84 million total deficit. QUICKSILVER RESOURCES: S&P Assigns 'CCC+' Rating to $200MM Notes ----------------------------------------------------------------- Standard & Poor's Ratings Services said that it has assigned its 'CCC+' issue-level rating to Ft. Worth, Texas-based oil and gas exploration and production (E&P) company Quicksilver Resources Inc.'s proposed $200 million second-lien notes due 2019. The recovery rating on this debt is '5', indicating S&P's expectation of modest (10% to 30%) recovery to creditors in the event of a payment default. S&P has also assigned its 'CCC' issue-level rating and '6' recovery rating to the company's proposed $675 million senior unsecured notes due 2021. The '6' recovery rating indicates S&P's expectation of negligible (0% to 10%) recovery in the event of a payment default. The company intends to use the net proceeds, along with the net proceeds from its proposed $600 million second-lien term loan announced on May 23, to refinance its existing $1.37 billion of unsecured debt maturing in 2015 and 2016, including subordinated debt maturing in 2016, as well as pay any fees and expenses related to the refinancing and consent solicitation with respect to its senior unsecured notes due 2019. "Our 'B-' corporate credit rating on the company and our negative outlook remain unchanged," said Standard & Poor's credit analyst Carin Dehne-Kiley. The ratings reflect S&P's assessment of the company's "vulnerable" business risk, "highly leveraged" financial risk, and "adequate" liquidity. The ratings incorporates S&P's expectation that Quicksilver's profitability will remain below average due to its high exposure to currently weak natural gas and natural gas liquids (NGL) prices, its relatively large proven reserve base for the rating, and low cost structure. The ratings also reflect the company's currently high leverage, good hedges in place through 2015, and the potential that asset monetizations or joint ventures could reduce leverage. Ratings List Quicksilver Resources Inc. Corporate credit rating B-/Negative/-- New Ratings Quicksilver Resources Inc. $200 mil second-lien notes due 2019 CCC+ Recovery rating 5 $675 mil sr unsecd notes due 2021 CCC Recovery rating 6 RESIDENTIAL CAPITAL: June 26 Hearing on Berkshire Bid to Unseal --------------------------------------------------------------- The hearing on the motion of Berkshire Hathaway Inc. to unseal the Chapter 11 Examiner's report has been adjourned to June 26, 2013, at 10:00 a.m. (Prevailing Eastern Time). Objections are due June 19. Seth Goldman, Esq., Thomas Walper, Esq., and Daniel J. Harris, Esq., at Munger, Tolles & Olson LLP, in Los Angeles, California, represent Berkshire Hathaway. As reported in the TCR on May 28, Berkshire Hathaway is asking the Bankruptcy Court to unseal the report of the Court-appointed examiner Arthur J. Gonzales that was filed under seal on May 13, 2013. As one of the largest holders of ResCap's junior secured bonds, Berkshire continues to have a significant stake in the outcome of the Debtors' bankruptcy cases, counsel to Berkshire, Thomas B. Walper, Esq., at Munger, Tolles & Olson LLP, in Los Angeles, asserts. Berkshire believes that the plan support agreement may further delay the public release of the Examiner's report. Mr. Walper further asserts that the PSA may indeed represent a fair and good faith settlement between the Debtors and Ally Financial Inc. and be in the best interest of creditors, but without the benefit of the independent and comprehensive assessment of the Examiner's report, creditors will be ill-equipped to evaluate the fairness of the PSA and any plan of reorganization that is based upon it. 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: Wants to Enforce Stay on Navarro Suit ---------------------------------------------------------- Residential Capital LLC and its affiliates ask the U.S. Bankruptcy Court for the Southern District of New York to enforce the automatic stay with respect to the foreclosure action captioned GMAC Mortgage, LLC v. Marcia Navarro, et al. (Case No. 13-2008-CA- 74998), currently pending in the Circuit Court of the Eleventh Judicial Circuit and for Miami-Dade County, in the State of Florida. The relief, according to the Debtors, is necessary to provide them with full benefit of the breathing spell afforded to debtors in bankruptcy proceedings so that they can continue to focus on their Chapter 11 cases in a manner that is fair to the Debtors, their estates, and their creditors. Gary S. Lee, Esq., Norman S. Rosenbaum, Esq., and Erica J. Richards, Esq., at Morrison & Foerster LLP, in New York, represent the Debtors. 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: FHFA's Appeal Dismissed as Moot ---------------------------------------------------- Judge Denise Cote of the U.S. District of Court for the Southern District of New York signed an order dated May 20, 2013, dismissing Federal Housing Finance Agency's appeal as moot. The proceeding is related to 16 actions filed by FHFA in the Southern District of New York, all of which are being coordinated and supervised by the Court. In the actions, FHFA, serving as conservator for the Federal National Mortgage Association and the Federal Home Loan Mortgage Corporation, has sued many banks and related entities and individuals in connection with the packaging, marketing and sale of residential mortgage-backed securities that the GSEs purchased from 2005 to 2007. FHFA filed a motion to compel discovery from Residential Capital, LLC, to obtain loan tapes and loan files relevant to the actions. The Bankruptcy Court denied FHFA's motion to compel discovery from ResCap. Although the Bankruptcy Court denied FHFA's motion, ResCap agreed to provide FHFA with the loan tapes. Judge Cote ruled that FHFA's appeal is clearly moot. The original dispute presented to the Bankruptcy Court was over two sets of documents: loan tapes and loan files relating to FHFA's sample in the Ally action. The loan tapes were produced pursuant to a joint stipulation between the parties even before the bankruptcy court's discovery order. The loan files have also already been produced, pursuant to a "binding, judicially enforceable agreement" entered into by both parties and signed by both the District Court and the Bankruptcy Court. The case is Federal Housing Finance Agency, as Conservator for the Federal Home Loan Mortgage Corporation, Appellant, v. Residential Capital, LLC, et al., Appellees, Case No. 12 Civ. 8487 (S.D.N.Y.). A full-text copy of Judge Cote's Decision is available at http://bankrupt.com/misc/RESCAPdcmay20ord.pdf For the Appellant: Andrew K. Glenn, Esq., Kanchana Wangkeo Leung, Esq., and Daniel A. Fliman, Esq., at Kasowitz, Benson, Torres & Friedman, LLP, in New York. For the Appellees: Joel C. Haims, Esq., Kayvan B. Sadeghi, Esq., and Jonathan C. Rothberg, Esq., at Morrison & Foerster LLP, in New York; and Deanne E. Maynard, Esq., and Marc A. Hearron, Esq., at Morrison & Foerster LLP, in Washington, D.C. 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). REVSTONE INDUSTRIES: Angle Advisors Can Assist in Greenwood Sale ---------------------------------------------------------------- Debtor Greenwood Forgings, LLC, sought and obtained permission from the U.S. Bankruptcy Court for the District of Delaware to employ Angle Advisors LLC as investment banker. Greenwood relates that in order to maximize the value of the assets for the benefit of all constituents, it continues to market its assets and intends to go forward with a sale to the highest or best bidder. Angle Advisors, as investment banker, will, among other things: (a) identify and contact qualified and logical acquirers for Greenwood; (b) assist Greenwood in coordinating site visits for interested buyers; and (c) assist with the development and presentation of requested information and responding to inquiries. Greenwood believes that the strategic transaction services provided by Angle will not duplicate the services that other professionals will be providing to Greenwood in the Chapter 11 cases. Clifton H. Roesler, managing director of Angle, tells the Court that his firm will be compensated according to this fee structure: a) Stalking Horse Bonus -- Iin the event that a stalking horse asset purchase agreement is accepted and signed by chief restructuring officer within 60 days of the information being approved for release to interested buyers, Greenwood will pay Angle a stalking horse bonus of $25,000. b) Transaction Fee -- Greenwood will pay Angle a Transaction Fee (from the closing proceeds) equaling $250,000 plus 2.5% of total consideration in each strategic transaction exceeding $2.5 million upon the closing of any strategic transaction. c) Court Related Fees -- A daily fee of $2,500 (charged in half day increments) for Court appearances and testimony, including reasonable preparation and travel. To the best of the Greenwood's knowledge, Angle is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. About Revstone Industries, Greenwood Forgings, & US Tool & Engineering Lexington, Kentucky-based Revstone Industries LLC, a maker of truck parts, filed for Chapter 11 bankruptcy (Bankr. D. Del. Case No. 12-13262) on Dec. 3, 2012. Judge Brendan Linehan Shannon oversees the case. In its petition, Revstone estimated under $50 million in assets and debts. Affiliate Spara LLC filed its Chapter 11 petition (Bankr. D. Del. Case No. 12-13263) on Dec. 3, 2012. Lexington-based Greenwood Forgings, LLC (Bankr. D. Del. Case No. 13-10027) and US Tool & Engineering LLC (Bankr. D. Del. Case No. 13-10028) filed separate Chapter 11 petitions on Jan. 7, 2013. Judge Shannon also oversees the cases. A motion for joint administration of the cases has been filed. Duane David Werb, Esq., at Werb & Sullivan, serves as bankruptcy counsel to Greenwood and US Tool. Greenwood estimated $1 million to $10 million in assets and $10 million to $50 million in debts. US Tool & Engineering estimated under $1 million in assets and $1 million to $10 million in debts. The petitions were signed by George S. Homeister, chairman. REVSTONE INDUSTRIES: Can Employ Kirkland & Ellis as Counsel ----------------------------------------------------------- Revstone Industries LLC, et.al., sought and obtained approval from the U.S. Bankruptcy Court for the District of Delaware to employ Kirkland & Ellis LLP as special counsel to the restructuring committee. The firm, will among other things, provide these services: a. Review decisions undertaken or presented for approval by the Restructuring Committee or its members relating to the Debtor's chapter 11 cases pursuant to the Debtors' operating agreements and governance documents; b. Provide oversight exercised by the Restructuring Committee or its members pursuant to the Debtors' operating agreements and governance documents; and c. Attend or prepare for restructuring committee meetings, board meetings, presentations for these meetings, and the reviewing minutes for certain meetings. For the period from June 1, 2013, going forward, the Debtors shall be authorized to pay, on a monthly basis, the lesser of (i) 80 percent of the fees and 100 percent of the expenses and (ii) fees up to $17,500 and 100 percent of expenses; in each case as such fees and expenses become payable on an interim bases pursuant to a Monthly Fee Application; provided, that to the extent total fees incurred in a given month are less than $17,500, such variance shall be added to the cap otherwise imposed by clause (ii) on a cumulative basis for all subsequent months. Fees and expenses for any month in the period from June 1, 2013, going forward in excess of the Post-June 1 Monthly Cao shall be payable only when holdbacks are otherwise paid on an interim basis pursuant to an Interim Fee Application Request, final fee application, or otherwise pursuant to an order of the Court. James Sprayregen -- james.sprayregen@kirkland.com --, partner at Kirkland & Ellis, attests that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. About Revstone Industries, Greenwood Forgings, & US Tool & Engineering Lexington, Kentucky-based Revstone Industries LLC, a maker of truck parts, filed for Chapter 11 bankruptcy (Bankr. D. Del. Case No. 12-13262) on Dec. 3, 2012. Judge Brendan Linehan Shannon oversees the case. In its petition, Revstone estimated under $50 million in assets and debts. Affiliate Spara LLC filed its Chapter 11 petition (Bankr. D. Del. Case No. 12-13263) on Dec. 3, 2012. Lexington-based Greenwood Forgings, LLC (Bankr. D. Del. Case No. 13-10027) and US Tool & Engineering LLC (Bankr. D. Del. Case No. 13-10028) filed separate Chapter 11 petitions on Jan. 7, 2013. Judge Shannon also oversees the cases. A motion for joint administration of the cases has been filed. Duane David Werb, Esq., at Werb & Sullivan, serves as bankruptcy counsel to Greenwood and US Tool. Greenwood estimated $1 million to $10 million in assets and $10 million to $50 million in debts. US Tool & Engineering estimated under $1 million in assets and $1 million to $10 million in debts. The petitions were signed by George S. Homeister, chairman. RG STEEL: to Reject Contracts With Timken Industrial ---------------------------------------------------- RG Steel Sparrows Point LLC said it is rejecting its contracts with Timken Industrial Services LLC. The move came a week after Timken filed a motion in U.S. Bankruptcy Court for the District of Delaware demanding RG Steel to either assume or reject their contracts. The companies are parties to several purchase orders, under which Timken agreed to repair bearings and other equipment for RG Steel and its affiliates. About RG Steel RG Steel LLC -- http://www.rg-steel.com/-- is the United States' fourth-largest flat-rolled steel producer with annual steelmaking capacity of 7.5 million tons. It was formed in March 2011 following the purchase of three steel facilities located in Sparrows Point, Maryland; Wheeling, West Virginia and Warren, Ohio, from entities related to Severstal US Holdings LLC. RG Steel also owns finishing facilities in Yorkville and Martins Ferry, Ohio. It also owned Wheeling Corrugating Company and has a 50% ownership in Mountain State Carbon and Ohio Coatings Company. RG Steel along with affiliates, including WP Steel Venture LLC, sought bankruptcy protection (Bankr. D. Del. Lead Case No. 12-11661) on May 31, 2012. Bankruptcy was precipitated by liquidity shortfall and a dispute with Mountain State Carbon, LLC, and a Severstal affiliate, that restricted the shipment of coke used in the steel production process. The Debtors estimated assets and debts in excess of $1 billion. As of the bankruptcy filing, the Debtors owe (i) $440 million, including $16.9 million in outstanding letters of credit, to senior lenders led by Wells Fargo Capital Finance, LLC, as administrative agent, (ii) $218.7 million to junior lenders, led by Cerberus Business Finance, LLC, as agent, (iii) $130.5 million on account of a subordinated promissory note issued by majority owner The Renco Group, Inc., and (iv) $100 million on a secured promissory note issued by Severstal. Judge Kevin J. Carey presides over the case. The Debtors are represented in the case by Robert J. Dehney, Esq., and Erin R. Fay, Esq., at Morris, Nichols, Arsht & Tunnell LLP, and Matthew A. Feldman, Esq., Shaunna D. Jones, Esq., Weston T. Eguchi, Esq., at Willkie Farr & Gallagher LLP, represent the Debtors. Conway MacKenzie, Inc., serves as the Debtors' financial advisor and The Seaport Group serves as lead investment banker. Donald MacKenzie of Conway MacKenzie, Inc., as CRO. Kurtzman Carson Consultants LLC is the claims and notice agent. Wells Fargo Capital Finance LLC, as Administrative Agent, is represented by Jonathan N. Helfat, Esq., and Daniel F. Fiorillo, Esq., at Otterbourg, Steindler, Houston & Rosen, P.C.; and Laura Davis Jones, Esq., and Timothy P. Cairns, Esq., at Pachuiski Stang Ziehi & Jones LLP. Renco Group is represented by lawyers at Cadwalader, Wickersham & Taft LLP. Kramer Levin Naftalis & Frankel LLP represents the Official Committee of Unsecured Creditors. Huron Consulting Services LLC serves as the Committee's financial advisor. The Debtor has sold off the principal plants. The sale of the Wheeling Corrugating division to Nucor Corp. brought in $7 million. That plant in Sparrows Point, Maryland, fetched the highest price, $72.5 million. CJ Betters Enterprises Inc. paid $16 million for the Ohio plant. ROTECH HEALTHCARE: Seeks to Extend Schedules & Statements Filing ---------------------------------------------------------------- Rotech Healthcare Inc. filed a motion with the U.S. Bankruptcy Court seeking to extend the deadline to file (i) schedules of (a) assets and liabilities, (b) executory contracts and unexpired leases, and (c) current income and expenditures and (ii) statements of financial affairs for an additional 14 days, through and including June 11, 2013. The Debtors assert that the extension requested is appropriate because of the size and complexity of their chapter 11 cases. The Debtors' estates comprise the assets and business enterprise of one hundred and fifteen separate debtor entities. In addition, the Debtors relate that they have had to devote substantial time and attention to stabilizing their business and addressing numerous critical operational matters in these Chapter 11 cases. Moreover, as the Court is aware, the Debtors point out that since the filing of the initial request seeking an extension to the Schedules Deadline, they have been forced to litigate with the Official Committee of Equity Security Holders over the DIP financing. This litigation, the Debtors specify, has posed a serious distraction and required significant attention and responsiveness from the Debtors and their management. Co-Attorneys of the Debtors can be reached at: James L. Patton, Jr. Robert S. Brady Joseph M. Barry Kenneth J. Enos YOUNG CONAWAY STARGATT & TAYLOR, LLP Rodney Square 1000 North King Street Wilmington, Delaware 19801 Tel: (302)571-6600 Fax: (302)571-1253 -- and -- Martin J. Bienenstock Geoffrey T. Raicht Vincent Indelicato Proskauer Rose LLP Eleven Times Square New York, New York 10036 Tel: (212)969-3000 Fax: (212)969-2900 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. The U.S. Trustee at the end of April appointed an official committee of equity holders. Members include Alden Global Recovery Master Fund LP, Varana Capital Master LP, Wynnefield Partners Small Cap Value LP I, Bastogne Capital Partners, LP, and Kenneth S. Grossman P.C. Pension Plan. The plan 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 Official Committee of Unsecured Creditors tapped Grant Thornton LLP as its financial advisor, and Buchanan Ingersoll & Rooney PC as its Delaware counsel. ROTECH HEALTHCARE: Shareholders Panel Retains Professionals ----------------------------------------------------------- The Official Committee of Equity Security Holders appointed in the Chapter 11 cases of Rotech Healthcare Inc. and its debtor affiliates filed applications seeking authority from the U.S. Bankruptcy Court for the District of Delaware to retain the following restructuring professionals: -- Bifferato LLC as local Delaware counsel to be paid $345-$700 per hour for directors, $225-$425 for associates, and $150-$200 for paralegals; and -- Moelis & Company LLC as financial advisor to be paid a $125,000 monthly fee, a $1.75 million restructuring fee, and a $2.5 million sale transaction fee. The firms assured the Court that they are disinterested persons pursuant to Section 101(14) of the Bankruptcy Code and do not represent any interest adverse to the Equity Committee. A hearing on the retention applications will be held on June 13, 2013, at 11:00 a.m. (EST). 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. The U.S. Trustee at the end of April appointed an official committee of equity holders. Members include Alden Global Recovery Master Fund LP, Varana Capital Master LP, Wynnefield Partners Small Cap Value LP I, Bastogne Capital Partners, LP, and Kenneth S. Grossman P.C. Pension Plan. The plan 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 Official Committee of Unsecured Creditors tapped Grant Thornton LLP as its financial advisor, and Buchanan Ingersoll & Rooney PC as its Delaware counsel. ROTECH HEALTHCARE: Committee Has Otterbourg as Counsel ------------------------------------------------------ The U.S. Bankruptcy Court for the District of Delaware authorized the Official Committee of Unsecured Creditors appointed in the Chapter 11 cases of Rotech Healthcare Inc., et al., to retain Otterbourg, Steindler, Houston & Rosen, P.C., as counsel. The firm will be paid the following hourly rates: Partner/Counsel $550-$940 Associate $265-$645 Paralegal $235-$250 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. The U.S. Trustee at the end of April appointed an official committee of equity holders. Members include Alden Global Recovery Master Fund LP, Varana Capital Master LP, Wynnefield Partners Small Cap Value LP I, Bastogne Capital Partners, LP, and Kenneth S. Grossman P.C. Pension Plan. The plan 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 Official Committee of Unsecured Creditors tapped Grant Thornton LLP as its financial advisor, and Buchanan Ingersoll & Rooney PC as its Delaware counsel. SABINE OIL: S&P Lowers Rating on Sr. Sec. 2nd-Lien Debt to 'B-' --------------------------------------------------------------- Standard & Poor's Ratings Services said that it lowered its senior secured second-lien debt rating on Sabine Oil & Gas LLC (Sabine) to 'B-' (one notch below the corporate credit rating) from 'B'. S&P revised its recovery rating on this debt to '5', indicating its expectation for modest (10 % to 30%) recovery in the event of a payment default, from '4'. "The revised recovery rating reflects the increase of the borrowing base of Sabine's bank credit facility, and negative revisions to the company's oil and gas reserves," said Standard & Poor's credit analyst Ben Tsocanos. S&P based its valuation of reserves on a company-provided PV-10 report using year-end 2012 reserves at S&P's stressed price assumptions of $50 per barrel of West Texas Intermediate crude oil and $3.50 per million British thermal units of Henry Hub natural gas. For the complete recovery analysis, see S&P's recovery report on Sabine to be published on RatingsDirect following the release of this report. S&P lowered the senior secured second- lien debt rating due to the recovery rating revision. The 'B' corporate credit rating and stable outlook remain unchanged. The corporate credit rating on Sabine reflects the company's "vulnerable" business risk profile "aggressive" financial risk profile, and "adequate" liquidity position. The ratings incorporate Sabine's operations in the volatile oil and natural gas industry, its small size and scope of operations, and S&P's expectations of increasing share of oil and natural gas liquids in the production mix. RATING LIST Sabine Oil & Gas LLC Corporate credit rating B/Stable Sabine Oil & Gas LLC Ratings Lowered To From Senior second-lien secured debt rating B- B Recovery rating 5 4 SAN DIEGO HOSPICE: Creditors May File Claims Thru June 27 --------------------------------------------------------- Creditors of San Diego Hospice & Palliative Care Corporation may submit their proof of claims no later than June 27, 2013. San Diego Hospice & Palliative Care Corporation filed a Chapter 11 petition (Bankr. S.D. Cal. Case No. 13-01179) in San Diego on Feb. 4, 2013. The Debtor is the operator of the San Diego Hospice and The Institute for Palliative Medicine, one of the largest community-owned, not-for-profit hospices in the country. The Debtor scheduled $20,369,007 in total assets and $14,888,058 in total liabilities. Even before the bankruptcy filing, the Debtor has been under a federal investigation, focusing whether it allowed patients to stay in the program even when their diagnosis changed. The Debtor said that it will meet with government agencies to address their concerns, explore partnerships with other health care organizations, and work to restructure and resize San Diego Hospice. The Debtor said it has encouraged Scripps Health, the region's largest provider of health care services, to enter the hospice business. Procopio, Cory, Hargreaves & Savitch LLP serves as counsel to the Debtor. On April 30, 2013, San Diego Hospice received Court authority to sell its unused 24-bed hospice facility to Scripps Health for $16.55 million. Scripps made the opening bid of $10.7 million at the auction that took place before the sale-approval hearing. The other bidder was Sharp Healthcare. The sale is also subject to approval by regulators in California. In May 2013, San Diego Hospice and its creditors' committee jointly filed a liquidating Chapter 11 plan and an explanatory disclosure statement. There will be a June 27 hearing in U.S. Bankruptcy Court in San Diego for approval of disclosure materials telling unsecured creditors with claims from $12 million to $16 million why their recovery may range from nothing to 43 percent. SCOTTSDALE VENETIAN: Taps Charles B. Foley as Accountant -------------------------------------------------------- Scottsdale Venetian Village, LLC, asks for permission from the U.S. Bankruptcy Court for the District of Arizona to employ Charles B. Foley, CPA, PLLC, as accountant. Foley will assist the Debtor with the bookkeeping and accounting services in connection with the preparation of information and reports required by the Bankruptcy Code and requested by creditors during the pendency of Debtor's bankruptcy case and preparation of applicable federal and state income tax returns. Foley will be paid at $175 per hour. To the best of the Debtor's knowledge, Foley is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. About Scottsdale Venetian Scottsdale Venetian Village, LLC, operates the Days Hotel located at 5101 N. Scottsdale Road, in Scottsdale, Arizona. The company also operates Papi Chulo's Mexican Grill & Cantina, located immediately adjacent to the hotel. The hotel consists of 211 guest rooms and, among other things, facilities for meetings and banquets. Scottsdale Venetian Village filed a Chapter 11 petition (Bankr. D. Ariz. Case No. 13-02150) on Feb. 19, 2013, in Phoenix, estimating at least $10 million in assets and less than $10 million in liabilities. The Debtor is represented by John J. Hebert, Esq., at Polsinelli Shughart, P.C., in Phoenix. SCHOOL SPECIALTY: Seeks to Expand A&M's Scope of Services --------------------------------------------------------- School Specialty, Inc., et al., seek authority from the U.S. Bankruptcy Court for the District of Delaware to amend their engagement letter with Alvarez & Marsal North America, LLC, to expand the scope of the services the firm will render to the Debtors. The supplemental services include assisting the Debtors in preparing its post-bankruptcy financial statements, providing the Debtors with the related personnel's assessment to the fair value of certain assets and liabilities, and with respect to services performed after the effective date of the Debtors' plan of reorganization. The fees for the supplemental services will be capped at $800,000. A hearing on the motion will be held on June 17, 2013, at 1:00 p.m. Objections are due June 10. About School Specialty Based in Greenville, Wisconsin, School Specialty is a supplier of educational products for kindergarten through 12th grade. Revenue in 2012 was $731.9 million through sales to 70% of the country's 130,000 schools. School Specialty and certain of its subsidiaries filed voluntary petitions for reorganization under Chapter 11 (Bankr. D. Del. Lead Case No. 13-10125) on Jan. 28, 2013. The petition estimated assets of $494.5 million and debt of $394.6 million. The Debtors are represented by lawyers at Paul, Weiss, Rifkind, Wharton & Garrison LLP and Young, Conaway, Stargatt & Taylor, LLP. Alvarez & Marsal North America LLC is the restructuring advisor and Perella Weinberg Partners LP is the investment banker. Kurtzman Carson Consultants LLC is the claims and notice agent. The ABL Lenders are represented by lawyers at Goldberg Kohn and Richards, Layton and Finger, P.A. The Ad Hoc DIP Lenders led by U.S. Bank are represented by lawyers at Stroock & Stroock & Lavan LLP, and Duane Morris LLP. The lending consortium consists of some of the holders of School Specialty Inc.'s 3.75% Convertible Subordinated Notes Due 2026. The Official Committee of Unsecured Creditors appointed in the case is represented by lawyers at Brown Rudnick LLP and Venable LLP. Bayside is represented by Pepper Hamilton LLP and Akin Gump Strauss Hauer & Feld LLP. School Specialty in April 2013 decided to reorganize rather than sell. The company filed a so-called dual track plan that called for selling the business at auction on May 8 or reorganizing while giving stock to lenders and unsecured creditors. The company later served a notice that the auction was canceled and the plan would proceed by swapping debt for stock to be owned by lenders, noteholders, and unsecured creditors. SEANERGY MARITIME: Ernst & Young Raises Going Concern Doubt ----------------------------------------------------------- Seanergy Maritime Holdings Corp. filed April 26, 2013, its annual report on Form 20-F for the year ended Dec. 31, 2012. Ernst & Young (Hellas) Certified Auditors Accountants S.A., in Athens, Greece, expressed substantial doubt about Seanergy Maritime's ability to continue as a going concern. The independent auditors noted that the Company has not complied with the principal and interest repayment schedule and with certain covenants of its loan agreements, which in turn gives the lenders the right to call the debt. "In addition, the Company has a working capital deficit, recurring losses from operations, accumulated deficit and inability to generate sufficient cash flow to meet its obligations and sustain its operations." The Company reported a net loss of $193.8 million on $55.6 million of net vessel revenue in 2012, compared with a net loss of $197.8 million on $104.1 million of net vessel revenue in 2011. The Company's balance sheet at March 31, 2013, showed $121.0 million in total assets, $222.6 million in total liabilities, and a stockholders' deficit of $101.6 million. A copy of the Form 20-F is available at http://is.gd/ZUaTHq Athens, Greece-based Seanergy Maritime Holdings Corp. is an international company providing worldwide seaborne transportation of dry bulk commodities. The Company owns and operates a fleet of seven dry bulk vessels that consists of three Handysize, two Supramax and two Panamax vessels. Its fleet carries a variety of dry bulk commodities, including coal, iron ore, and grains, as well as bauxite, phosphate, fertilizer and steel products. SEVEN COUNTIES: Has OK to Use Cash Collateral; Hearing on June 13 ----------------------------------------------------------------- The U.S. Bankruptcy Court for the Western District of Kentucky has set for June 13, 2013, at 11:00 a.m. (Eastern Time) the hearing on Seven Counties Services, Inc.'s motion to continue using Fifth Third Bank's cash collateral. On May 24, 2013, the Hon. Joan A. Lloyd entered a third interim order granting the Debtor's motion to use the cash collateral until July 1, 2013. As reported by the Troubled Company Reporter on May 8, 2013, the Court entered a second interim order allowing the Debtor to use the cash collateral until May 7, 2013. The Debtor and Fifth Third believe the Debtor's obligations to Fifth Third include: (i) obligations under a revolving line of credit with Fifth Third as evidenced by that certain Revolving Note executed on Oct. 25, 2010, payable by Debtor to Fifth Third; (ii) obligations under Reimbursement Agreements dated Feb. 1, 1999, Dec. 1, 2005, and Dec. 1, 2011, in connection with which Fifth Third issued letters of credit to secure bonds for which Bank of New York Mellon is the bond trustee. Fifth Third claims that some or all of Debtor's Obligations are secured by, among other things, first priority mortgage liens in certain of Debtor's real property. In addition, Fifth Third claims a first priority security interest in, among other things, Debtor's cash collateral to secure amounts owed by Debtor. At the time of the bankruptcy filing, the Debtor and Fifth Third believe the amount owed by Debtor to Fifth Third under the Note was approximately $1.58 million. As adequate protection for Debtor's continued use of cash collateral, Fifth Third will be granted adequate protection for the diminution of the value of the cash collateral in the form of valid and perfected liens and reimbursement for any interest drawings. The counsel for Fifth Third Bank can be reached at: Brian H. Meldrum, Esq. Stites & Harbison PLLC 400 West Market Street, Suite 1800 Louisville, Kentucky 40202 Tel: (502) 587-3400 Fax: (502) 587-6391 E-mail: bmeldrum@stites.com - and - Robert C. Goodrich, Jr. Stites & Harbison PLLC 401 Commerce Street Suite 800 Nashville, Tennessee 37219 Tel: (615) 782-2200 Fax: (615) 782-2371 About Seven Counties Seven Counties Services Inc., a not-for-profit behavioural services provider from Louisville, Kentucky, filed for Chapter 11 protection (Bankr. W.D. Ky. Case No. 13-31442) in the hometown on April 4, 2013. The petition was signed by Anthony M. Zipple as president/CEO. The Debtor scheduled assets of $45,603,716 and scheduled liabilities of $232,598,880. Seiller Waterman LLC serves as the Debtor's counsel. Judge Joan A. Lloyd presides over the case. The agency generates more than $100 million a year in revenue and employs a staff of 1,400 providing services at 21 locations and 120 schools and community centers. SEVEN COUNTIES: Hires Lin Bell & Associates as Appraiser -------------------------------------------------------- Seven Counties Services Inc. asks the U.S. Bankruptcy Court for permission to employ Lin Bell & Associates, Inc., as appraisers. Seven Counties owns nine tracts of real estate on which Seven Counties performs its services and manages its operations. Four tracts are unencumbered and could provide value to unsecured creditors. Lin Bell will perform an appraisal on Seven Counties' real estate. The firm attests that it is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. About Seven Counties Seven Counties Services Inc., a not-for-profit behavioural services provider from Louisville, Kentucky, filed for Chapter 11 protection (Bankr. W.D. Ky. Case No. 13-31442) in the hometown on April 4, 2013. The petition was signed by Anthony M. Zipple as president/CEO. The Debtor scheduled assets of $45,603,716 and scheduled liabilities of $232,598,880. Seiller Waterman LLC serves as the Debtor's counsel. Judge Joan A. Lloyd presides over the case. The agency generates more than $100 million a year in revenue and employs a staff of 1,400 providing services at 21 locations and 120 schools and community centers. SEVEN COUNTIES: Can Employ Seiller Waterman as Counsel ------------------------------------------------------ Seven Counties Services Inc. sought and obtained permission from the U.S. Bankruptcy Court to employ David M. Cantor and the Law Firm of Seiller Waterman, LLC, as counsel for the debtor in possession. About Seven Counties Seven Counties Services Inc., a not-for-profit behavioural services provider from Louisville, Kentucky, filed for Chapter 11 protection (Bankr. W.D. Ky. Case No. 13-31442) in the hometown on April 4, 2013. The petition was signed by Anthony M. Zipple as president/CEO. The Debtor scheduled assets of $45,603,716 and scheduled liabilities of $232,598,880. Seiller Waterman LLC serves as the Debtor's counsel. Judge Joan A. Lloyd presides over the case. The agency generates more than $100 million a year in revenue and employs a staff of 1,400 providing services at 21 locations and 120 schools and community centers. SEVEN COUNTIES: Taps Hall Render for Software System ---------------------------------------------------- Seven Counties Services, Inc., sought and obtained approval from the U.S. Bankruptcy Court to employ Hall, Render, Killian, Heath & Lyman, PLLC as special counsel to represent and advise it in the implementation of its new software system. The Debtor filed a separate application to employ Seiller Waterman LLC as reorganization counsel. Seiller Waterman, however, lacks the technical expertise to adequately and efficiently represent the Debtor with respect to the overhaul of its software system that is presently underway. The Debtor has tapped Hall Render as special counsel to be utilized in the negotiation of license agreements, protection of data, regulatory compliance, and all other legal matters which may arise in the course of implementing the new software system. Hall Render holds an unsecured claim against the Debtor in connection with services rendered prior to the Petition Date. The Debtor, however, said it is not requesting authority to pay prepetition amounts owed to Hall Render. The Debtor believes that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The Debtor has agreed to pay Hall Render its standard hourly rates and all other charges such as expense reimbursements, all being subject to Court approval About Seven Counties Seven Counties Services Inc., a not-for-profit behavioural services provider from Louisville, Kentucky, filed for Chapter 11 protection (Bankr. W.D. Ky. Case No. 13-31442) in the hometown on April 4, 2013. The petition was signed by Anthony M. Zipple as president/CEO. The Debtor scheduled assets of $45,603,716 and scheduled liabilities of $232,598,880. Seiller Waterman LLC serves as the Debtor's counsel. Judge Joan A. Lloyd presides over the case. The agency generates more than $100 million a year in revenue and employs a staff of 1,400 providing services at 21 locations and 120 schools and community centers. SINCLAIR BROADCAST: D. Smith Held 27.6% Class A Shares at May 15 ---------------------------------------------------------------- David D. Smith and his affiliates disclosed in a regulatory filing that, as of May 15, 2013, they beneficially owned 27,628,471 shares of Class A common stock of Sinclair Broadcast Group, Inc., representing 27.6 percent of the shares outstanding. The reporting persons previously disclosed beneficial ownership of 29,127,903 Class A shares as reported by the TCR on May 9, 2011. A copy of the amended filing is available at http://is.gd/9CFLSX About Sinclair Broadcast Based in Baltimore, Maryland, Sinclair Broadcast Group, Inc. (Nasdaq: SBGI) -- http://www.sbgi.net/-- one of the largest and most diversified television broadcasting companies, currently owns and operates, programs or provides sales services to 58 television stations in 35 markets. The Company's television group reaches roughly 22% of U.S. television households and includes FOX, ABC, CBS, NBC, MNT, and CW affiliates. "Any insolvency or bankruptcy proceeding relating to Cunningham, one of our LMA partners, would cause a default and potential acceleration under the Bank Credit Agreement and could, potentially, result in Cunningham's rejection of our seven LMAs with Cunningham, which would negatively affect our financial condition and results of operations," the Company said in its annual report for the period ended Dec. 31, 2012. The Company's balance sheet at March 31, 2013, showed $2.73 billion in total assets, $2.83 billion in total liabilities and a $97.28 million total deficit. * * * As reported by the TCR on Feb. 24, 2011, Standard & Poor's Ratings Services raised its corporate credit rating on Sinclair to 'BB-' from 'B+'. The rating outlook is stable. "The 'BB-' rating on Sinclair reflects S&P's expectation that the company could keep its lease-adjusted debt to EBITDA below historical levels throughout the election cycle, absent a reversal of economic growth, meaningful debt-financed acquisitions, or significant shareholder-favoring measures," explained Standard & Poor's credit analyst Deborah Kinzer. In September 2010, Moody's raised its ratings for Sinclair Broadcast and subsidiary Sinclair Television Group, including the Corporate Family Rating and Probability-of-Default Rating, each to Ba3 from B1, and the ratings for individual debt instruments. Moody's also assigned a B2 (LGD 5, 87%) rating to the proposed $250 million issuance of Senior Unsecured Notes due 2018 by STG. The Speculative Grade Liquidity Rating remains unchanged at SGL-2. The rating outlook is now stable. SOFTLAYER HOLDINGS: Moody's Retains B1 CFR Over Pending Sale Deal ----------------------------------------------------------------- Moody's Investors Service said SoftLayer Holdings, Inc.'s ("SoftLayer" or the "company") B1 Corporate Family Rating (CFR) and stable outlook are not immediately impacted by yesterday's announcement that the company has entered into a definitive agreement to be acquired by IBM (Aa3 stable). Though financial terms were not disclosed, Moody's believes IBM will pay around $2 billion for the cloud computing infrastructure provider. Moody's expects SoftLayer's existing debt will be repaid at closing, at which point Moody's will withdraw the company's CFR and instrument ratings. The principal methodologies used in rating SoftLayer Holdings, Inc. was Global Communications Infrastructure Industry Methodology published in June 2011. Other methodologies include Loss Given Default for Speculative-Grade Non-Financial Companies in the U.S., Canada and EMEA published in June 2009. Headquartered in Dallas, TX, SoftLayer Holdings, Inc. is a provider of dedicated hosting, cloud-computing and managed data center services. Through its roughly 100,000 computer servers under management, SoftLayer serves approximately 21,000 customers, primarily Internet-centric small- and medium-sized businesses (SMBs) and value added resellers (VARs) with 13 data center facilities in Dallas, Seattle, Washington DC, Houston, San Jose, Amsterdam and Singapore. SoftLayer is privately owned by GI Partners, based in Menlo Park, CA. For the twelve months ended March 31, 2013, SoftLayer's revenue totaled $396 million. International Business Machines Corp., headquartered in Armonk, New York, is one of the world's leading providers of hardware systems, software and technology related services. IBM generated $103 billion of revenue for the twelve months ended March 2013. SPANISH PEAKS: CrossHarbor Buys Another Montana Ski Resort ---------------------------------------------------------- Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that CrossHarbor Capital Partners LLC is using the Montana bankruptcy court to acquire ski resorts in the state. First, Boston-based CrossHarbor bought Yellowstone Mountain Club LLC for $115 million, consisting of a note for $80 million and $35 million in cash. This week, CrossHarbor made the top bid of $26.1 million for the Club at Spanish Peaks in Big Sky, Montana. About Spanish Peaks Spanish Peaks Holdings II LLC, Spanish Peaks Lodge LLC and The Club at Spanish Peaks LLC, filed voluntary Chapter 7 bankruptcy petitions in the District of Delaware on October 14, 2011. Bankruptcy Judge Brendon Linehan Shannon transferred the Debtors' bankruptcy cases to Montana on January 10, 2012, Case Nos. 12- 60041-7, 12-60042-7, 12-60043-7, and Ross Richardson was appointed trustee thereafter. The Trustee was represented at the hearing of the motion by John L. Amsden of Beck & Amsden LLC, in Bozeman, Montana. Boyne USA, Inc. and Big Sky Resort, LLC were represented at the hearing by Benjamin P. Hursh, Esq., and David M. Wagner, Esq., of Missoula, Montana; Michael R. Lastowski, Esq. of Duane Morris, in Wilmington, Delaware; and Paul D. Moore, Esq. of Duane Morris, in Boston, Massachusetts. About Yellowstone Mountain Located near Big Sky, Montana, Yellowstone Mountain Club LLC -- http://www.theyellowstoneclub.com/-- is a private golf and ski community with more than 350 members, including Bill Gates and Dan Quayle. The Company was founded in 1999. Yellowstone Club and its affiliates filed for Chapter 11 bankruptcy (Bankr. D. Montana, Case No. 08-61570) on Nov. 10, 2008. The Company's owner affiliate, Edra D. Blixseth, filed a separate Chapter 11 petition on March 27, 2009 (Case No. 09-60452). Attorneys at Bullivant Houser Bailey PC and Bekkedahl & Green PLLC represented Yellowstone. The Debtors hired FTI Consulting Inc. and Ronald Greenspan as CRO. The official committee of unsecured creditors were represented by Parsons, Behle and Latimer; and James H. Cossitt, Esq., as counsel. Credit Suisse, the prepetition first lien lender, was represented by Skadden, Arps, Slate, Meagher & Flom. In June 2009, the Bankruptcy Court entered an order confirming Yellowstone's Chapter 11 Plan. Pursuant to the Plan, CrossHarbor Capital Partners LLC acquired equity ownership in the reorganized Club for $115 million. Marc S. Kirschner, Esq., was appointed the Trustee of the Yellowstone Club Liquidating Trust created under the Plan. STELLAR BIOTECH: Incurs $3.6-Mil. Net Loss in March 31 Quarter -------------------------------------------------------------- Stellar Biotechnologies, Inc., reported a net loss of US$3.6 million on US$61,481 of revenues for the three months ended Feb. 28, 2013, compared with a net loss of US$1.1 million on US$58,240 of revenues for the three months ended Feb. 29, 2012. The Company reported a net loss of US$4.4 million on US$177,208 of revenues for the six months ended Feb. 28, 2013, compared with a net loss of US$2.1 million on US$193,607 of revenues for the six months ended Feb. 29, 2012. The Company's balance sheet at March 31, 2013, showed US$1.4 million in total assets, US$4.6 million in total liabilities, and a stockholders' deficit of US$3.2 million. The Company said: "In the past, operations of the Company have primarily been funded by the issuance of common shares, exercise of warrants, grant revenues, contract income, and commercial sales. As at Feb. 28, 2013, the Company has remaining revenues available under the NSF SBIR Phase IIB grant program of approximately US$338,000. Subsequent to Feb. 28, 2013, the Company closed a private placement with gross proceeds of C$1,630,000. However, additional financial resources are needed to support the Company's initiatives at the current level. Ongoing effort is placed by management on expanding the customer base for existing marketed products and the Company is continuing to seek additional financing alternatives, including nondilutive financing through grants, collaboration and licensing arrangements, and additional equity financing. The Company's ability to increase its revenues or raise additional capital to generate sufficient cash flows to continue as a going concern is subject to risks which are beyond management's control. There can be no assurance that such financing can be obtained on a timely basis or on favorable terms. Without raising additional financial resources or achieving profitable operations, there is substantial doubt about the ability of the Company to continue as a going concern." A copy of the consolidated financial statements for the six months ended Feb. 28, 2013, is available at http://is.gd/1Ru2rH A copy of the Management Discussion and Analysis for the six months ended Feb. 28, 2013, is available at http://is.gd/TTggAg Port Hueneme, Calif.-based Stellar Biotechnologies, Inc.'s business is to commercially produce and market Keyhole Limpet Hemocyanin ("KLH") as well as to develop new technology related to culture and production of KLH and subunit KLH ("suKLH") formulations. The Company markets KLH and suKLH formulations to customers in the United States and Europe. KLH is used extensively as a carrier protein in the production of antibodies for research, biotechnology and therapeutic applications. STREAMTRACK INC: Amends Form 10-K; Net loss Increased $261K ----------------------------------------------------------- StreamTrack, Inc., filed on June 4, 2013, Amendment No. 1 to its Aug. 31, 2012 Form 10-K to restate its Aug. 31, 2012 financial statements to report a contingent royalty liability (the "Royalty") associated with the purchase of certain assets and liabilities from Lenco Mobile, Inc., on Dec. 1, 2011 (the "Acquired Assets"). These Acquired Assets were subsequently acquired by the Company on Aug. 31, 2012, in connection with its acquisition of Radio Loyalty, Inc. ("RL"). As a result of the fact that the consideration payable to Lenco is entirely contingent on future events, no liability was recorded by RL as of Dec. 1, 2011. This accounting treatment is appropriate if the Acquired Assets did not represent a business. The Company had previously determined that the Acquired Assets did not represent a business. After several months of consultation and review of this issue with the Staff of the U.S. Securities and Exchange Commission, the Company and the SEC have agreed that the Acquired Assets did represent a business on the Dec. 1, 2011 acquisition date. As a result, the RL has valued the consideration owed to Lenco as of the acquisition date. As a result of this Amendment No. 1, the Company's total assets increased $494,600. Total liabilities increased $755,655. Total stockholders' deficit increased $261,055. The Company's revenues did not change. Costs of sales increased $154,518. Operating expenses did not change. Net loss increased $261,055. Based on the restated statements of operations, the Company reported a net loss of $1.6 million on $1.7 million of revenue for the fiscal year ended Aug. 31, 2013, compared with a net loss of $205,620 on $0 revenue for the fiscal year ended Aug. 31, 2011. The Company's balance sheet, as restated, at Aug. 31, 2012, showed $1.8 million in total assets, $3.0 million in total liabilities, and a stockholders' deficit of $1.2 million. A copy of the Form 10-K/A is available at http://is.gd/JZG0y8 Santa Barbara, Calif.-based StreamTrack, Inc., is a digital media and technology services company. The Company provides audio and video streaming and advertising services through its RadioLoyalty TM Platform to over 1,100 internet and terrestrial radio stations and other broadcast content providers. SUMMIT MIDSTREAM: Moody's Rates New Notes B3 & Assigns B1 CFR ------------------------------------------------------------- Moody's Investors Service assigned a first time rating of B3 to Summit Midstream Holdings, LLC (Summit) and co-issuer Summit Midstream Finance Corp.'s proposed $300 million of senior unsecured notes. Moody's also assigned a B1 Corporate Family Rating (CFR), a B1-PD Probability of Default Rating (PDR) and a Speculative Grade Liquidity rating of SGL-3 to Summit. The outlook is stable. The proceeds of the notes will be used to repay borrowings outstanding under the company's revolving credit facility, which includes indebtedness incurred to fund recent acquisitions. The outlook is stable. Summit, a midstream energy company, is an intermediate holding company owned by Summit Midstream Partners, LP (SMLP), a publically traded master limited partnership (MLP). Summit is engaged in natural gas gathering and field compression in Colorado's Piceance Basin and in Texas' Barnett Shale, and through the recent acquisition of midstream businesses in the Bakken Shale and a pending acquisition in the Marcellus Shale. Throughput volumes across Summit's Piceance and Barnett Shale gathering systems in 2013's first quarter averaged 944 mmcf per day. SMLP's 2% general partner (GP) and 71.6% of its limited partnership (LP) units are held by Summit Midstream Partners Holdings, LLC (SMP), a holding company that owns, operates and is developing a series of additional midstream assets. SMP is indirectly owned 93.5% by Energy Capital Partners and 6.5% by GE Energy Financial Services. "Upon the closing of its proposed inaugural senior notes issue, Summit will have more firmly capitalized the company to fund recent acquisitions providing further growth in size and scale, "commented Andrew Brooks, Moody's Vice President. "Summit's predominately fee-based revenue stream and limited volumetric risk provide clear visibility to cash flow, while leverage metrics are expected to remain at levels consistent with similarly rated peers as Summit continues to grow through asset dropdowns and acquisitions." Issuer: Summit Midstream Holdings, LLC Corporate Family Rating: B1 Probability of Default Rating: B1-PD Speculative Grade Liquidity: SGL-3 Outlook Stable Senior unsecured Rating: B3 Loss Given Default: LGD5-84% Ratings Rationale Summit's B1 CFR reflects the relatively limited scope of its operations as primarily an operator of four natural gas gathering systems as well as the execution risk embedded in the company's high growth strategy involving asset dropdowns from SMP together with third party acquisitions. Offsetting size and scale metrics are the company's conservative financial policies as evidenced by its modest debt leverage, and low risk business model whose revenue streams are almost entirely fee-based. As evidenced by its recent Bakken and pending Marcellus gathering system acquisitions, whose combined cost will approximate $460 million, Moody's expects that Summit will continue to seek additional growth opportunities, while continuing its financial policies dictating modest use of debt leverage. The rating is also supported by the predominately fee-based nature of Summit's gas gathering business with virtually 100% of its margins generated by fees charged to producers, removing commodity price risk almost entirely from cash flow streams. Moreover, volume risk has been minimized by the widespread incorporation of long-term contracts featuring Minimum Volume Commitments (MVCs). With the recent Bakken acquisition and pending Marcellus acquisition, Summit will further expand basin diversity, and add gathering systems in heavily invested wet gas producing areas, supplementing its existing gas gathering systems in the Piceance Basin and Barnett Shale, two predominately dry gas producing regions that have seen production curtailments in the weak natural gas pricing environment. Moody's regards Summit's liquidity as adequate through mid-2014, as indicated by its Speculative Grade Liquidity Rating of SGL-3. Moody's expects the company's $600 million secured revolving credit to be primarily utilized for the financing of future asset dropdowns from SMP and third-party acquisitions. Following the notes offering, and the financing of the cash portion of pending acquisitions, approximately $235 million will be outstanding under the revolving credit facility. The funding of the majority of the investment in asset development, which Moody's expects will likely comprise much of Summit's future growth, is financed at SMP, with limited growth capital spending required at Summit. The revolver requires Summit to maintain an EBITDA/interest ratio of at least 2.5x and a 5.0x maximum leverage (debt/EBITDA) ratio (with a step- up to 5.5x for certain acquisitions), under which Moody's expects Summit to maintain a comfortable cushion. The facility is secured by a first lien on substantially all assets; Moody's believes alternate sources of liquidity through any asset sales would be limited. Summit is targeting distribution coverage of 1.2x for 2013, with cash from operations providing adequate coverage of basic operating requirements. The outlook is stable based on the perceived sustainability of Summit's fee-based cash flow stream, whose contract-based structures largely negate volume risk through the substantial presence of minimum volume commitments. Moody's expects that Summit will likely absorb additional dropdowns from SMP, but that an appropriate amount of equity funding will be used to finance the dropdowns, as has been the case in prior dropdowns. Summit could be upgraded depending on the extent and composition of future asset growth, and as annual EBITDA grows to exceed $250 million, contingent upon leverage remaining under 4x. The rating could be downgraded if future dropdowns result in leverage exceeding 5x or if an aggressive growth strategy poses undue execution risk, or materially exposes the company to increased commodity price or volume risk. The B3 rating on the $300 million senior unsecured notes reflects both the overall probability of default of Summit, to which Moody's assigns a PDR of B1-PD, and a Loss Given Default of LGD5 (84%). The notes are subordinated to the senior secured credit facility's priority claim to the company's assets. The size of the senior secured claims relative to the senior unsecured notes results in the senior notes being rated two notches below the B1 CFR under Moody's Loss Given Default Methodology. The principal methodology used in this rating was Global Midstream Energy Methodology published in December 2010. Other methodologies used include Loss Given Default for Speculative-Grade Non- Financial Companies in the U.S., Canada and EMEA published in June 2009. Headquartered in Dallas, Texas, Summit Midstream Partners, LP is a midstream company primarily engaged in natural gas gathering. SUMMIT MIDSTREAM: S&P Assigns 'B+' Corporate Credit Rating ---------------------------------------------------------- Standard & Poor's Ratings Services said it assigned its 'B+' corporate credit rating to Dallas-based Summit Midstream Partners L.P. (SMLP). At the same time, S&P assigned its 'B' issue-level rating and '5' recovery rating to subsidiary Summit Midstream Holdings and Summit Midstream Finance Corp.'s $300 million senior unsecured notes due 2021. The '5' recovery rating indicates that lenders can expect modest (10% to 30%) recovery if a payment default occurs. The outlook is stable. S&P's ratings on master limited partnership (MLP) SMLP reflect a "fair" business risk profile and "aggressive" financial risk profile under S&P's criteria. The fair business risk profile reflects Summit's small size and scale, limited asset and geographic diversity, high percentage of fee-based cash flow and minimum volume commitments that support a significant portion of EBITDA. The aggressive financial risk profile reflects high leverage, an aggressive growth strategy, and the partnership's financial sponsor ownership. Summit is a newly formed MLP with a focus on natural gas gathering and compression with a footprint in the Piceance and Williston basins and the Barnett and Marcellus shales. Summit Midstream Partners Holdings LLC (SMP), SMLP's parent and general partner, is owned by Energy Capital Partners (93.5%) and GE Energy Financial Services (6.5%). "The stable outlook on Summit reflects our expectation that it will maintain debt to EBITDA of about 4x in 2013 and it will continue to fund organic growth and acquisitions prudently," said Standard & Poor's credit analyst Rubina Zaidi. A positive rating action is unlikely in the near term given SMLP's smaller size and diversity relative to peers and its limited track record. S&P could consider a higher rating over time if SMLP continues to expand into new geographic areas while maintaining financial leverage below 4x. S&P could lower the rating if SMLP's financial performance deteriorates such that total adjusted debt to EBITDA exceeds 4.5x for an extended period, or liquidity becomes constrained. SYNAGRO TECHNOLOGIES: Names CRO, Taps Chap. 11 Professionals ------------------------------------------------------------ The U.S. Bankruptcy Court for the District of Delaware authorized Synagro Technologies, Inc., et al., to employ the following bankruptcy professionals: -- AP Services, LLC, as crisis managers, and designate John R. Castellano as their chief restructuring officer, -- Skadden, Arps, Slate, Meagher & Flom LLP, as restructuring counsel, -- Sitrick and Company as corporate communications and public relations consultants, -- Evercore Group, L.L.C., as investment banker, and -- Kurtzman Carson Consultants LLC to provide administrative services. 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 auctio TARGET ACQUISITIONS I: Incurs $382K Net Loss in First Quarter ------------------------------------------------------------- Target Acquisitions I Inc. filed its quarterly report on Form 10-Q, reporting a net loss of $381,944 for the three months ended March 31, 2013, compared with a net loss of $429,989 for the same period last year. Sales for the three months ended March 31, 2013, and 2012, were $0. According to the regulatory filing, the Company estimates the upgrade to its facilities and testing of the upgrade will be finished by the end of May 2013. "Therefore, the Company is not likely to resume production prior to June 2013." The Company's balance sheet at March 31, 2013, showed $11.9 million in total assets, $3.9 million in total liabilities, and stockholders' equity of $8.0 million. "We incurred a net loss of $0.38 million for the three months ended March 31, 2013. We also had a working capital deficit of $2.34 million as of March 31, 2013. In addition we have refused to sell our iron ore concentrate to our sole customer because of the low price offered for our product. The price of iron ore concentrate is still in decline. These conditions raise a substantial doubt as to whether we can continue as a going concern." A copy of the Form 10-Q is available at http://is.gd/acMQoE Zhangjiakou, Hebei Province, China-based Target Acquisitions I Inc. is engaged in iron ore mining, processing and the production of iron ore concentrate in the People's Republic of China ("PRC") through its variable interest entity, China Jinxin. Currently, its only product is iron ore concentrate. TELIPHONE CORP: Incurs $539K Net Loss in Fiscal 2013 Q2 ------------------------------------------------------- Teliphone Corp. filed its quarterly report on Form 10-Q, reporting a net loss of US$538,722 on US$12.7 million of revenues for the three months ended March 31, 2013, compared with net income of US$86,846 on US$7.4 million of revenues for the three months ended March 31, 2012. The Company said: "Our aggregate operating expenses for the three month period ended March 31, 2013, were US$4,389,185 compared to US$966,658 for the prior year. "The Company incurred a number of one-time charges related to the acquisition of the operations of Navigata Communications 2009 Inc., Titan Communications Inc. and Cloud-Phone Inc., particularly related to legal costs and costs of integration. Other general and administrative expenses were US$972,606 compared with US$133,189 in the prior year. Wages, professional and consulting fees were US$2,453,883 during that period as opposed to US$388,948 for the same period last year, the increase due to acquisition of Navigata, Titan and Cloud-Phone employees, the hiring of additional technical support, customer support and legal fees. The Company increased its depreciation expenses to US$903,807 for the three month period from US$444,521." The Company reported a net loss of US$175,630 on US$9.8 million of revenues for the six months ended March 31, 2013, compared with net income of US$175,349 on US$6.1 million of revenues for the six months ended March 31, 2012. The Company's balance sheet at March 31, 2013, showed US$40.5 million in total assets, US$17.8 million in total liabilities, and stockholders' equity of US$22.7 million. A copy of the Form 10-Q is available at http://is.gd/FVYVWC Vancouver, Canada-based Teliphone Corp. (OTC QB: TLPH) is a telecommunications company engaged in the business of providing broadband telephone services utilizing its Voice over Internet Protocol ("VoIP") technology platform as well as re-selling traditional voice and data services of Tier-1 telecommunications providers to its customers. The Company's main geographic focus is within the target market of Canada. T-L BRYWOOD: Has Interim OK to Use Cash Collateral Until July 31 ---------------------------------------------------------------- The Hon. Donald R. Cassling of the U.S. Bankruptcy Court for the Northern District of Illinois has entered an order authorizing T-L Brywood LLC to use cash collateral during the period June 1, 2013, through July 31, 2013. In return for the Debtor's continued interim use of cash collateral, RCG-KC Brywood, LLC, is granted adequate protection for its purported secured interests. The Lender will be granted valid, perfected, enforceable security interests in and to the Debtor's post-petition assets. A final hearing on the Debtor's use of cash collateral will be held on July 25, 2013, at 10:00 a.m. RCG-KC Brywood is represented by: Thomas M. Lombardo GINSBERG JACOBS LLC 300 South Wacker Drive, Suite 2750 Chicago, Illinois 60606 Tel: (312) 6609611 E-mail: tlombardo@ginsbergjacobs.com About T-L Brywood T-L Brywood LLC filed for Chapter 11 bankruptcy (Bankr. N.D. Ill. Case No.12-09582) on March 12, 2012. T-L Brywood owns and operates a commercial shopping center known as the "Brywood Centre" -- http://www.brywoodcentre.com/-- in Kansas City, Missouri. The Property encompasses roughly 25.6 acres and comprises 183,159 square feet of retail space that is occupied by 12 operating tenants. The occupancy rate for the Property is approximately 80%. The Debtor and lender The PrivateBank and Trust Company reached an impasse over the terms and conditions of another extension of a mortgage loan on the Property. As a result, the Debtor filed the Chapter 11 case to protect the Property from foreclosure while the Debtor formulates an exit strategy from the reorganization case. As of the Petition Date, no foreclosure relating to the Property had been filed by the Lender. Judge Donald R. Cassling oversees the case. The Debtor is represented by David K. Welch, Esq., Arthur G. Simon, Esq., and Jeffrey C. Dan. Esq., at Crane, Heyman, Simon, Welch & Clar, in Chicago. The Debtor disclosed total assets of $16,666,257 and total liabilities of $13,970,622 in its schedules. The petition was signed by Richard Dube, president of Tri-Land Properties, Inc., manager. PrivateBank is represented by William J. Connelly, Esq., at Hinshaw & Culbertson LLP. TESORO LOGISTICS: Moody's Changes Outlook to Pos & Affirm Ba3 CFR ----------------------------------------------------------------- Moody's Investors Service affirmed Tesoro Logistics LP's (TLLP) Ba3 Corporate Family Rating, Ba3-PD Probability of Default Rating (PDR) B1 senior unsecured notes rating, and its Speculative Grade Liquidity (SGL) rating at SGL-3. The rating outlook has been changed to positive from stable. The rating action follows Tesoro Corporation's (TSO) recently closed acquisition of BP p.l.c.'s Carson refinery and related marketing and logistics assets for $1.075 billion plus working capital of roughly $1.350 billion, and the concurrent drop down to TLLP of a portion of the Carson logistics assets for a total value of $640 million, including $544 million of cash and TLLP equity valued at roughly $96 million. TLLP financed the cash portion of the drop down through drawings under its revolving credit facility. "Tesoro Logistics' positive outlook reflects the company's materially increasing scale and asset diversity, with a continued high percentage of contracted, fee-based revenues from its parent company and general partner, Tesoro Corporation (Ba1 stable)," commented Gretchen French, Moody's Vice President. Issuer: Tesoro Logistics LP Affirmations: Corporate Family Rating of Ba3 Probability of Default Rating of Ba3-PD 350 Million Senior Unsecured Notes due in 2020, Rated B1 (LGD 5, 81%) Speculative Grade Liquidity rating of SGL-3 Ratings Rationale On a standalone basis, Moody's views TLLP's credit profile as more consistent with a B1 rating, reflecting its stable cash flows from long-term, fee-based contracts with minimum volume commitments and visible growth trajectory, but restrained by its small size, limited track record as both a master limited partnership (MLP) and with its pro-forma portfolio of assets, and aggressive growth strategy and high distributions associated with its MLP structure. However, the Ba3 Corporate Family Rating reflects one notch of uplift from its strategic importance to TSO as TLLP provides it with critical infrastructure, a coordinated growth strategy, and supportive contracts. Additionally, TSO's support is reflected in its 36% common unit ownership stake, plus a 2% general partner stake, in Tesoro Logistics. The Carson acquisition and logistics assets drop downs illustrate TSO's and TLLP's coordinated growth strategy. The first $640 million Carson asset drop down consists of six marketing and storage terminal facilities in Southern California. With expected EBITDA of $60-$65 million, the purchase price represents about a 10-11x EBITDA multiple. Supporting this EBITDA estimate are ten- year throughput and use agreement entered into by TSO and TLLP that include minimum throughput commitments and monthly capacity fees that are inflation indexed. TLLP also anticipates TSO's offer to have a second set of the Carson logistic assets dropped down to TLLP over the next 12 months. The second drop down will consist of dedicated storage capacity, pipelines and marine terminals with a value of around $450 to $550 million. The acquisition economics of the second Carson asset drop down are also expected to be supported by long- term contracts with Tesoro. "As a result of the two Carson drop downs, as well as the pending closure of the $355 million acquisition of the Northwest Products System from Chevron, we expect TLLP's pro forma EBITDA at over $200 million, as compared to about $99 million of EBITDA over the last twelve months ending March 31, 2013. We expect that pro forma gross debt/EBITDA will increase above 4x. However, we expect that Tesoro Logistics will issue a sufficient level of equity to maintain its leverage within management's targets of 3.0x-4.0x debt/EBITDA. We positively note that TLLP accessed the equity market in January 2013 with its largest equity issuance to date, with net proceeds to TLLP of about $392 million, which will be used to finance the Chevron acquisition," Moody's said. TLLP's SGL-3 rating reflects the expectation for adequate liquidity through early 2014. Pro forma for the first Carson drop down, the company has $544 million drawn under a recently upsized $575 million bank credit facility and cash balances of roughly $380 million. Cash balances will be utilized to fund the pending closure of the $355 million Northwest Products System, which is expected to close before the end of June 2013. The credit facility is secured by substantially all of TLLP's assets, matures in December 2017 and includes covenants of net debt/EBITDA of no greater than 5x, secured debt/EBITDA of no greater than 3.5x, and EBITDA/interest of no less and 2.5x. Pro forma for the first Carson drop down and the Chevron acquisition, Moody's estimates that covenant headroom will tighten somewhat, with covenant net debt/EBITDA increasing to about 3.9x. In addition, given limited revolver capacity, funding of the second Carson drop down will be contingent on capital markets access. In order to maintain sufficient covenant compliance after these acquisitions, Moody's believes the company will need to finance its future dropdowns with a significant portion of equity. TLLP's B1 rated senior unsecured notes reflects both the overall probability of default of the company, to which Moody's assigns a Probability of Default Rating of Ba3-PD, and a loss given default of (LGD 5, 81%). The notes are rated one notch below the Ba3 Corporate Family Rating, reflecting the contractual subordination of the notes to TLLP's $575 million credit facility and the application of a one notch override of Moody's Loss Given Default model indicated B2 rating. The override is supported by the assumption that the instrument rating could change due to expected near-term changes in the company's capital structure. However, if TLPP were to maintain material drawings on its credit facility for an extended period of time, the notes could be notched two notches below the Ba3 Corporate Family Rating. The credit facility is secured by substantially all of TLLP's assets. The unsecured notes have upstream guarantees from substantially all of TLLP's subsidiaries. TLLP's ratings could be upgraded if the company is able to increase in size and scale while maintaining reasonable leverage (EBITDA approaching $200 million and debt/EBITDA below 4.5x) and adequate distribution coverage. However, future rating action would consider TLLP's success in integrating and financing the Carson drop downs, including the degree of equity financing of the dropdowns. TLLP's ratings could be downgraded if debt/EBITDA were to be sustained above 5x, which would most likely occur because of a leveraging acquisition, or if the company acquired a significant amount of new assets with a weak business risk profile. If TSO's credit quality were to materially decline, this would also pressure TLLP's ratings. The principal methodology used in this rating was Global Midstream Energy Industry published in December 2010. Other methodologies used include Loss Given Default for Speculative-Grade Non- Financial Companies in the U.S., Canada and EMEA published in June 2009. Tesoro Logistics LP is a master limited partnership headquartered in San Antonio, Texas. THERAPEUTICSMD INC: Copy Presentation to Investors -------------------------------------------------- TherapeuticsMD, Inc., furnished the Securities and Exchange Commission with a report in connection with the disclosure of information to be given at meetings with institutional investors or analysts. A copy of the slide presentation is available for free at http://is.gd/K4zNEl About TherapeuticsMD Boca Raton, Florida-based TherapeuticsMD, Inc. (OTC QB: TXMD) is a women's healthcare product company focused on creating and commercializing products targeted exclusively for women. The Company currently manufactures and distributes branded and generic prescription prenatal vitamins as well as over-the-counter vitamins and cosmetics. The Company is currently focused on conducting the clinical trials necessary for regulatory approval and commercialization of advanced hormone therapy pharmaceutical products designed to alleviate the symptoms of and reduce the health risks resulting from menopause-related hormone deficiencies. In the auditors' report accompanying the consolidated financial statements for the year ended Dec. 31, 2012, Rosenberg Rich Baker Berman & Company, in Somerset, New Jersey, expressed substantial doubt about TherapeuticsMD's ability to continue as a going concern, citing the Company's loss from operations of approximately $16 million and negative cash flow from operations of approximately $13 million. The Company reported a net loss of $35.1 million on $3.8 million of revenues in 2012, compared with a net loss of $12.9 million on $2.1 million of revenues in 2011. The Company's balance sheet at March 31, 2013, showed $44.19 million in total assets, $4.24 million in total liabilities and $39.94 million in total stockholders' equity. TPO HESS: Taps Young Conaway as General Bankruptcy Counsel ---------------------------------------------------------- Hess Holdings Inc., and its debtor-affiliates seek approval from the Bankruptcy Court to employ Young Conaway Stargatt & Taylor, LLP as general bankruptcy counsel. The principal attorneys and paralegals at Young Conaway presently designated to represent the Debtors are: Hourly Rate ----------- Pauline K. Morgan $730 Ryan M. Bartley $355 Laurel D. Roglen $285 Melissa Romano (Paralegal) $190 Young Conaway was retained to represent the Debtors in connection with the Chapter 11 cases pursuant to an engagement agreement signed Oct. 2, 2012. Young Conaway received retainers totaling $150,000. A hearing is scheduled for June 17. Objections are due June 10. About TPO Hess Commercial and educational printer TPO Hess Holdings Inc., D.B. Hess Co., The Press of Ohio and other affiliates sought Chapter 11 protection (Bankr. D. Del. Case No. 13-11327) on May 22, 2013, to seek approval of a liquidation plan that contemplates the sale of the business to Bang Printing of Ohio Inc., absent higher and better offers. D.B. Hess was founded 1797 in Woodstock, Illinois. D.B. Hess and its affiliates are now leading provider of print, related services, and technology. Hess ranks among the top 50 U.S. printers and has become one of the industry's most respected low- to-medium volume producers of commercial and educational materials. Hess Holdings, the ultimate parent, was formed after Wellspring Capital Management LLC and certain co-investors acquired D.B. Hess and The Press of Ohio in 2006. The proposed purchaser, Bang Printing Of Ohio, Inc., is represented by Leonard, Street And Deinard. The Debtors have tapped Young Conaway Stargatt & Taylor, LLP, and Paul Weiss Rifkind Wharton Garrison, LLP, as counsel, Epiq Bankruptcy Solutions as claims and noticing agent, and Houlihan Lokey as financial advisor. TPO HESS: Hires Paul Weiss as Transactions Counsel -------------------------------------------------- Hess Holdings Inc., and its debtor-affiliates seek approval from the Bankruptcy Court to employ Paul, Weiss, Rifkind, Wharton & Garrison LLP as special corporate and transactions counsel in connection with the sale of the Debtors' assets and operations, financing, certain tax and employee benefits issues, and the negotiation and drafting of appropriate corporate documents with respect to the consummation of the prepackaged plan of liquidation and general corporate matters. Paul Weis will charge the Debtors for its legal services on an hourly basis. The firm's billing rates currently range from $850 to $1,160 for partners, $800 to $835 for counsel, $445 to $765 for associates and $85 to $255 for para-professionals. In the year immediately preceding the bankruptcy filing, Paul Weiss received $1.97 million for payment of fees and expenses. Paul Weiss holds a $28,400 retainer, part of which will be applied to $27,000 still owing to the firm for prepetition services. A hearing is scheduled for June 17. Objections are due June 10. About TPO Hess Commercial and educational printer TPO Hess Holdings Inc., D.B. Hess Co., The Press of Ohio and other affiliates sought Chapter 11 protection (Bankr. D. Del. Case No. 13-11327) on May 22, 2013, to seek approval of a liquidation plan that contemplates the sale of the business to Bang Printing of Ohio Inc., absent higher and better offers. D.B. Hess was founded 1797 in Woodstock, Illinois. D.B. Hess and its affiliates are now leading provider of print, related services, and technology. Hess ranks among the top 50 U.S. printers and has become one of the industry's most respected low- to-medium volume producers of commercial and educational materials. Hess Holdings, the ultimate parent, was formed after Wellspring Capital Management LLC and certain co-investors acquired D.B. Hess and The Press of Ohio in 2006. The proposed purchaser, Bang Printing Of Ohio, Inc., is represented by Leonard, Street And Deinard. The Debtors have tapped Young Conaway Stargatt & Taylor, LLP, and Paul Weiss Rifkind Wharton Garrison, LLP, as counsel, Epiq Bankruptcy Solutions as claims and noticing agent, and Houlihan Lokey as financial advisor. TPO HESS: Proposes Houlihan as Financial Advisor ------------------------------------------------ Hess Holdings Inc., and its debtor-affiliates seek approval from the Bankruptcy Court to employ Houlihan Lokey Capital Inc. as financial advisor. Houlihan Lokey has been advising the Debtors on strategic and restructuring initiatives for the past nine months. Postpetition, Houlihan will provide the Debtors with services that are necessary to enable the Debtors to maximize the value of their assets. Houlihan will, among other things, assist the Debtors in evaluating proposals regarding a sale or restructuring, assist the Debtors in negotiations, and provide expert advice and testimony on behalf of the Debtors. Houlihan will seek the following consideration for its services: -- a monthly fee in advance of $50,000 per month, with 50 percent of the monthly fees paid after the sixth monthly fee to be credited toward the transaction fee. -- reimbursement of all reasonable and out-of-pocket-expenses. -- upon closing of a sale transaction, a transaction fee equal to the sum of (i) $250,000, plus (ii) 15 percent of the difference between (x) the amount of any distribution paid to, or any recovery or proceeds received by or on behalf of second lien noteholders less (y) $2 million. A hearing is scheduled for June 17. Objections are due June 10. About TPO Hess Commercial and educational printer TPO Hess Holdings Inc., D.B. Hess Co., The Press of Ohio and other affiliates sought Chapter 11 protection (Bankr. D. Del. Case No. 13-11327) on May 22, 2013, to seek approval of a liquidation plan that contemplates the sale of the business to Bang Printing of Ohio Inc., absent higher and better offers. D.B. Hess was founded 1797 in Woodstock, Illinois. D.B. Hess and its affiliates are now leading provider of print, related services, and technology. Hess ranks among the top 50 U.S. printers and has become one of the industry's most respected low- to-medium volume producers of commercial and educational materials. Hess Holdings, the ultimate parent, was formed after Wellspring Capital Management LLC and certain co-investors acquired D.B. Hess and The Press of Ohio in 2006. The proposed purchaser, Bang Printing Of Ohio, Inc., is represented by Leonard, Street And Deinard. The Debtors have tapped Young Conaway Stargatt & Taylor, LLP, and Paul Weiss Rifkind Wharton Garrison, LLP, as counsel, Epiq Bankruptcy Solutions as claims and noticing agent, and Houlihan Lokey as financial advisor. TRAVELPORT LIMITED: Wants to Raise $1.6BB From Credit Refinancing ----------------------------------------------------------------- Travelport Limited had invited certain potential lenders to a meeting on June 5, 2013, to discuss the refinancing of the Company's existing first lien senior secured credit facilities. The Company is seeking to raise approximately $1.65 billion in connection with this refinancing. About Travelport Holdings Headquartered in Atlanta, Georgia, Travelport provides transaction processing services to the travel industry through its global distribution system business, which includes the group's airline information technology solutions business. During FYE2011, the group reported revenues and adjusted EBITDA of US$2 billion and US$507 million, respectively. Travelport Limited incurred a net loss of $236 million in 2012, as compared with net income of $172 million in 2011. The Company's balance sheet at March 31, 2013, showed $3.20 billion in total assets, $4.41 billion in total liabilities, and a $1.21 billion total deficit. * * * As reported by the TCR on Oct. 10, 2011, Standard & Poor's Ratings Services lowered its long-term corporate credit ratings on travel services provider Travelport Holdings Limited (Travelport Holdings) and indirect subsidiary Travelport LLC (Travelport) to 'SD' (selective default) from 'CC'. The downgrades follow the implementation of a capital restructuring, which was necessary because of the Travelport group's high leverage, weak liquidity, and the upcoming maturity of its $693 million (as of end-June 2011) PIK loan in March 2012. "According to our criteria, we view this restructuring as a distressed exchange and tantamount to a default (see 'Rating Implications Of Exchange Offers And Similar Restructurings, Update,' published May 12, 2009, on RatingsDirect on the Global Credit Portal)," S&P related. In May 2012, Moody's Investors Service affirmed the Caa1 corporate family rating (CFR) and probability of default rating (PDR) of Travelport LLC. TRIAD GUARANTY: Seeks to Limit Trading to Protect NOLs ------------------------------------------------------ Triad Guaranty Inc. asks the bankruptcy court in Delaware to enter an order establishing procedures for certain transfers of equity interests and taking or implementing certain other actions affecting the interests of the Debtor. As of Sept. 30, 2012, the Debtor reported consolidated net operating losses (NOLs) of $779.7 million. These NOLs are valuable tax assets because the Internal Revenue Code of 1986 permits corporations to carry forward NOLs and other losses to offset future income, thereby reducing tax liability in future tax periods and permits members of a consolidated group to utilize consolidated tax attributes. Although the tax attributes that remain after the effective date of a Chapter 11 plan may be reduced by the amount of any Debtor cancellation of indebtedness income realized pursuant to such plan, such tax attributes will be available to the reorganized Debtor (and the other members of its consolidated group) to offset income realized through the taxable year that includes the plan's effective date. Under the proposed rules: * Substantial equityholders (holders of in excess of 700,654 shares) will receive notice of the equity trading procedures. * Prior to effectuating any transfer of the equity securities that would result in another entity becoming a substantial equityholder, the parties to such transaction must serve and file a notice of the intended stock transaction. * The Debtors have 10 calendar days after receipt of the stock transaction notice to approve the proposed transaction. In addition, there are certain other actions, outside of the ordinary course, that could be taken or implemented by non-Debtor third parties, which would affect the Debtor's interest in and ability to use the tax attributes. These "impairment actions" include, but are not limited to, issuing new equity securities in any of the non-Debtor affiliates of the Debtor or selling certain assets outside of the ordinary course of business. Under the proposed procedures, at least 15 business days before any party takes or implements any impairment action, such impairing party must file with the Court, and serve on the Debtor and counsel to the Debtor, advance written notice of the intended action. The Debtor may determine whether to approve or not to approve a transaction within 10 days following receipt of the notice. About Triad Guaranty Winston-Salem, N.C-based Triad Guaranty Inc. (OTC BB: TGIC) -- http://www.triadguaranty.com/-- is a holding company that historically provided private mortgage insurance coverage in the United States through its wholly-owned subsidiary, Triad Guaranty Insurance Corporation. TGIC is a nationwide mortgage insurer pursuing a run-off of its existing in-force book of business. In December 2012, the Company's mortgage insurer subsidiary, Triad Guaranty Insurance Corporation, was placed into rehabilitation, whereby the Illinois Department of Insurance was vested with possession and control over all of TGIC's assets and operations. On May 30, 2013, the magistrate judge for the U.S. District Court of the Middle District of North Carolina issued an order denying the Company's motion to dismiss a class action lawsuit against the company and two of its former officers. Shareholders filed the class action suit in 2009, claiming the company misled investors about poor financial results caused by improper underwriting procedures. Triad Guaranty Inc. filed a Chapter 11 petition (Bankr. D. Del. Case No. 13-11452) on June 3, 2013. The Company estimated assets of at least $100 million and liabilities of less than $50,000. Attorneys at Womble Carlyle Sandridge & Rice, LLP, serve as counsel to the Debtor. The Debtor says in court filings that it has no significant operating activities and limited remaining cash and other assets on hand. The Debtor has been exploring various strategic alternatives, and will continue to do so from and after the Petition Date. The Debtor says that expenses primarily consist of legal fees, fees paid to its board, annual premiums for directors' and officers' liability insurance and general operating expenses. The expenses range from $100,000 to $500,000 per quarter. Unless the expenses are reduced, the Debtor expects to deplete all of its remaining cash by the end of 2013 or earlier. UNI-PIXEL INC: Features UniBoss at Computex Taipei in Taiwan ------------------------------------------------------------ UniPixel, Inc., is currently attending the Computex Taipei in Taiwan starting June 4-8, 2013, where it will showcase product samples and prototypes of its UniBossTM pro-cap, multi-touch sensor film. The Company demonstrates its 10.1" and 13.3" UniBoss prototypes, as well as meet with touch-screen customers and supply chain members. While UniBoss offers linear cost scalability from pocket-size mobile devices to large desktop displays, these two prototype form factors target the highest growth segment of the market. DisplayBank forecasts the overall touch panel market to grow at 11 percent CAGR to reach $20 billion by 2015, whereas the market for 10.2" to 20.0" sizes is expected to grow at more than six times that rate, at a CAGR of 71 percent to $1.9 billion. "The new UniBoss prototypes we're showcasing at Computex are the same prototypes we presented at the Cowen and Craig-Hallum conferences last week," noted Reed Killion, president and CEO of UniPixel. "At these events, more than 100 institutional investors, analysts and money managers experienced these prototypes first-hand. So, we expect the feedback we'll receive at Computex to also be the same, that these UniBoss performance film-based prototypes are impressive, that they do not show any extraneous effects when viewing the display, and that their responsiveness is spot-on." These new prototype demonstrations reveal the remarkable progress the Company has achieved over the course of the last several months towards the worldwide commercial roll-out of its UniBoss touch screen technology. "We've signed multi-million dollar preferred price and capacity license agreements with two Fortune 100 companies that are global technology leaders, reflecting their extensive evaluation of UniBoss' advanced performance characteristics," said Killion. "We've also qualified UniBoss with multiple touch-screen controller manufacturers. We're now focused on building out a state-of-the-art UniBoss roll-roll manufacturing facility with Kodak in Rochester, New York, with printers and plating lines being installed in Q3, as well as adding two additional plating lines to our Texas facility build- out. We have also leased an additional 7,500 square feet of office and wet lab space for immediate expansion." "Working with our customers and partners, we have rapidly advanced UniBoss in terms of both performance and methods for manufacturing and testing," continued Killion. "We can understand how our rapid progress has attracted some skeptics, and unfortunately we've seen a number of erroneous reports and speculations, particularly by those not experts in the field. So, in addition to providing an opportunity for us to meet with touch-screen customers and supply chain vendors, industry events like Computex allows professional members of the press and qualified industry analysts to experience new UniBoss films and solutions first-hand." UniPixel has updated the touch sensor portion of the Company's website, available here, to show customers and shareholders the progress it has made with functional touch panels and UniBoss touch sensor films. 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 March 31, 2013, showed $19.40 million in total assets, $693,193 in total liabilities and $18.71 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. UNITEK GLOBAL: Extends Forbearance Agreement With Lenders --------------------------------------------------------- UniTek Global Services, Inc., has entered into amendments of its previously-disclosed Forbearance Agreements with the Company's lenders under its Term and Revolving Credit Agreements. The amendments extend through June 6, 2013, the termination of the standstill periods contained in the original April 30, 2013, Forbearance Agreements. The Company also announced that it has initiated a process to explore refinancing alternatives for its indebtedness to address its tightening financial covenants and liquidity situation. To assist the Company in these efforts, the Company has retained Miller Buckfire & Co., a leading New York-based investment banking and capital markets firm owned by Stifel Financial. Pursuant to the amendments to the Forbearance Agreements, the lenders under the Term and Revolving Credit Agreements have agreed to forbear, through June 6, 2013, from exercising certain rights and remedies they may have under the respective credit agreements arising from the Events of Default referenced in the original Forbearance Agreements. At the end of the interest grace period and in conjunction with their forbearance, the lenders under the Term Credit Agreement have also agreed to forbear with respect to the interest payment that was due from the Company under the Term Credit Agreement on May 29, 2013. A copy of the Amended Forbearance Agreements is available at: http://is.gd/VzAd8Z http://is.gd/ZbdywE About UniTek Global UniTek Global Services, Inc., based in Blue Bell, Pennsylvania, provides fulfillment and infrastructure services to media and telecommunication companies in the United States and Canada. As reported by the TCR on May 28, 2013, Moody's Investors Service lowered Unitek Global Services, Inc.'s Corporate Family Rating to Caa2 from Caa1 and Probability of Default to Caa2-PD from Caa1-PD. These actions follow the company's 8-K filing on May 16, 2013, which stated that Unitek's subsidiary, DirectSat USA, LLC, received a letter from DIRECTV, LLC, providing 180-day notice of the termination of its master services agreement with DirectSat, effective Nov. 8, 2013. In the April 19, 2013, edition of the TCR, Standard & Poor's Ratings Services lowered its corporate credit rating on Blue Bell, Pa.-based UniTek Global Services Inc., to 'CCC' from 'B+'. "The rating actions follow UniTek's report that certain employees in its Pinnacle Wireless subsidiary engaged in fraud that resulted in improper revenue recognition," said Standard & Poor's credit analyst Michael Weinstein. UNITEK GLOBAL: Standstill Periods Set to Expire June 6 ------------------------------------------------------ UniTek Global Services, Inc. on June 5 disclosed that it has entered into amendments of its previously-disclosed Forbearance Agreements with the Company's lenders under its Term and Revolving Credit Agreements. The amendments extend through June 6, 2013 the termination of the standstill periods contained in the original April 30, 2013 Forbearance Agreements. The Company also announced that it has initiated a process to explore refinancing alternatives for its indebtedness to address its tightening financial covenants and liquidity situation. To assist the Company in these efforts, the Company has retained Miller Buckfire & Co., a leading New York-based investment banking and capital markets firm owned by Stifel Financial. Pursuant to the amendments to the Forbearance Agreements, the lenders under the Term and Revolving Credit Agreements have agreed to forbear, through June 6, 2013, from exercising certain rights and remedies they may have under the respective credit agreements arising from the Events of Default referenced in the original Forbearance Agreements. The lenders under the Term Credit Agreement have also agreed to forbear with respect to the interest payment that was due from the Company under the Term Credit Agreement on May 29, 2013. About UniTek Global Services UniTek Global Services -- http://www.unitekglobalservices.com-- is a provider of engineering, construction management and installation fulfillment services to companies specializing in the telecommunications, broadband cable, wireless, two-way radio, transportation, public safety and satellite industries. UniTek has created a scalable operating platform, enabling each UniTek subsidiary to deliver quality services to its Fortune 200 customers. UNIVERSITY GENERAL: MKA Replaces Crowe Horwath as Accountants ------------------------------------------------------------- University General Health System, Inc., dismissed Crowe Horwath LLP as the Company's independent registered public accounting firm. During the years ended Dec. 31, 2012, and 2011 and through June 3, 2013,, there were no (1) disagreements with Crowe on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedures, except that: Prior to its dismissal, Crowe and the Company were in the process of performing procedures on the following items, each of which resulted in an actual, or planned, expansion of scope by Crowe: * Hospital charges and billings related to inpatient outlier payments. Crowe had requested that management investigate the nature of certain billing errors, management's response to those errors, and assess the pervasiveness of those errors * The Company's contractual allowances and allowance for doubtful accounts related to non-governmental payers' for the current and prior year * Quantification of the Medicare settlement liability related to the current and prior years * The Company's investigation surrounding a member of senior management's representations to the auditors relative to certain payroll tax filings and remittances as well as the determination of penalties and interest related to unremitted payroll taxes * Purchase accounting related to current and the prior year's acquisitions Crowe was dismissed prior to the issuance of any audit reports on the Company's consolidated financial statements. Crowe was not engaged to perform any reviews on any quarterly financial statements for 2012 and any prior periods. Effective June 3, 2013, the Company's Board approved the engagement of Moss Krusick & Associates, LLC, as the Company's new independent registered public accounting firm to audit the Company's consolidated financial statements for the year ending Dec. 31, 2012. MKA had previously served as the Company's independent registered public accounting firm from March 9, 2011, through Dec. 29, 2012. Except for consultations the Company had with MKA while MKA served as the Company's independent registered public accounting firm, neither the Company nor anyone on behalf of the Company consulted with MKA during the Company's two most recent fiscal years and the subsequent interim period preceding MKA's engagement. To Present at "Solstice Conference" University General will be presenting at the First Annual Singular Research "Solstice Conference" on June 13, 2013. The conference will be held at the Millennium Broadway Hotel, which is located at 145 West 44th Street in New York City. The presentation by Donald Sapaugh, President of University General Health System, Inc., and Mike Griffin, CFO, is scheduled for 11:00 a.m. on Thursday, June 13, 2013. Throughout the day of the conference, management will meet with investors in a series of one-on-one breakout sessions. Interested parties should contact Bill Jones at Singular Research (267-987- 2082) to schedule a meeting with management. About University General University General Health System, Inc., located in Houston, Texas, is a diversified, integrated multi-specialty health care provider that delivers concierge physician- and patient-oriented services. UGHS currently operates one hospital and two ambulatory surgical centers in the Houston area. It also owns a revenue management company, a hospitality service provider and facility management company, three senior living facilities and manages six senior living facilities. In the auditors' report accompanying the consolidated financial statements for the year ended Dec. 31, 2011, Moss, Krusick & Associates, LLC, in Winter Park, Florida, expressed substantial doubt about University General's ability to continue as a going concern. The independent auditors noted that the Company has suffered recurring losses and negative operating cash flows, and has negative working capital. University General reported a net loss of $2.38 million in 2011, following a net loss of $1.71 million in 2010. The Company's balance sheet, as restated, at Sept. 30, 2012, showed $140.42 million in total assets, $128.38 million in total liabilities, $3.22 million in series C, convertible preferred stock, and $8.81 million in total equity. US AIRWAYS: S&P Assigns 'B' Rating to 2012-2 Class C $100MM Certs ----------------------------------------------------------------- Standard & Poor's Ratings Services said that it assigned its 'B (sf)' rating to US Airways Inc.'s series 2012-2 Class C $100 million pass-through certificates, with an expected maturity of June 3, 2018. The issue is a drawdown under a Rule 415 shelf registration. "We base our 'B (sf)' rating on US Airways' credit quality, substantial collateral coverage by good quality aircraft, and on legal and structural protections available to the pass-through certificates," said Standard & Poor's credit analyst Betsy Snyder. The company will use the proceeds of the offering to acquire additional equipment notes, together with the previously issued Class A and Class B equipment notes of Dec. 13, 2012, to finance seven A321-200 aircraft and four A330-200 aircraft to be delivered through October 2013. Each aircraft's secured notes are cross- collateralized and cross-defaulted, a provision that S&P believes increases the likelihood that US Airways would cure any defaults and agree to perform its future obligations, including its payment obligations, under the indentures in bankruptcy. The pass-through certificates benefit from legal protections afforded under Section 1110 of the federal bankruptcy code. However, because the Class C certificates do not have a dedicated liquidity facility (as do the Class A and Class B certificates), we do not analyze them as enhanced equipment trust certificates (EETCs). "We believe that US Airways views these planes as important and would, given the cross-collateralization and cross-default provisions, likely cure any defaults and agree to perform its future obligations, including its payment obligations, under the indenture in an insolvency-related event of the airline. In contrast to most EETCs issued before 2009, the cross-default would take effect immediately in a bankruptcy if US Airways rejected any of the aircraft notes. This should prevent US Airways from selectively affirming some aircraft notes and rejecting others (cherry-picking), which often harms the interests of certificateholders in a bankruptcy," S&P said. "We consider the collateral pool of A321-200s and A330-200s to be of good quality. The A321-200 is the largest version of Airbus' popular A320 narrowbody family of planes. The A321-200 has not been as successful as the A320 or smaller A319, but nonetheless is operated by 67 airlines worldwide, many more than Boeing's competing B737-900ER (although the latter is a newer model and thus has had less time to attract orders). Airbus has announced that it will offer a more fuel-efficient new-engine-option (NEO) on its narrowbody planes starting in 2016. Orders to date indicate that this will be a popular option. If widely adopted, sale of NEO planes could depress somewhat residual values of existing-technology Airbus narrowbody planes. However, this effect is most likely for older planes in the A320 family (e.g. those delivered in the 1990s), rather than the soon-to-be- delivered A321-200s in the 2012-2 collateral pool," S&P noted. The second-largest proportion of aircraft securing the certificates is A330-200s, a small, long-range widebody plane. This model, which incorporates newer technology than Boeing's competing B767-300ER, has been successful, and is operated by 65 airlines operators worldwide. It will face more serious competition when large numbers of Boeing's long-delayed B787 are delivered. Still, it will take a while for this to occur, even though Boeing has finally begun to make its first aircraft deliveries earlier in 2012. The initial loan-to-value of the Class C certificates is 86.7%, using the appraised base values and depreciation assumptions in the offering memorandum. However, S&P focused on more conservative maintenance-adjusted appraised values (not disclosed in the offering memorandum). S&P also uses more conservative depreciation assumptions for all of the planes than those in the prospectus. S&P assumed that, absent cyclical fluctuations, values of the A321-200s and A330-200s would decline by 6.5% of the preceding year's value per year. However, using those assumptions, S&P's initial loan-to-value is similar to that in the offering memorandum. S&P's 'B (sf)' rating on the Class C certificates is lower than its 'BBB (sf)' rating on the Class A certificates and 'B+ (sf)' rating on the Class B certificates because of a higher loan-to-value, the fact that the Class C certificates are subordinated to the more senior certificates, and because the Class C certificates do not have a dedicated liquidity facility (which would, if needed, pay interest on certificates if a bankrupt US Airways was making insufficient payments to cover interest). Still, the Class C certificates benefit from the fact that the aircraft notes that secure all the certificates are cross-defaulted and cross-collateralized, which, S&P believes, increases the likelihood that US Airways would affirm the aircraft notes in bankruptcy. "Our ratings on US Airways Group Inc. reflect its substantial debt and lease burden and participation in the high-risk U.S. airline industry. The ratings also incorporate benefits from the company's operating costs, which are lower than those of other legacy airlines. Tempe, Ariz.-based US Airways is the fifth- largest U.S. airline, carrying about 9% of industry traffic. We characterize the company's business profile as "weak," its financial profile as "highly leveraged," and its liquidity as "adequate" under our criteria. On Feb. 14, 2013, US Airways and AMR Corp. (parent of American Airlines Inc.) announced a merger agreement. We will evaluate the merger (which is subject to regulatory review and other conditions) and how it fits into AMR's plan to emerge from bankruptcy, and we could place ratings on CreditWatch with positive implications if we believe it is likely we would rate the merger entity 'B' (we do not foresee a higher rating, nor do we believe it likely that we would lower the corporate credit rating). The timing of any CreditWatch placement or rating change would depend on both availability of information needed to judge merger effects and greater clarity around the timing and certainty of the transaction proceeding," S&P said. RATINGS LIST US Airways Inc. US Airways Group Inc. Corporate credit rating B-/Positive/-- New Ratings Assigned US Airways Inc. Series 2012-2 Class C pass-through certificates B (sf) VINTAGE CONDOMINIUMS: Submits List of Top Unsecured Creditors ------------------------------------------------------------- Vintage Condominiums Development LLC presented to the bankruptcy court a list that identifies its top 20 unsecured creditors. Creditors with the largest claims are: Entity Claim Amount ------ ------------ Parkway Bank And Trust $14,058,750 4800 Harlem Avenue ($11,200,000 secured) Harwood Heights, IL 60706 Mka Real Estate $5,838,000 Oppurtunity Fund I ($11,200,000 secured) c/o Richard Chambliss ($14,058,750 senior lien) 1122 East Jefferson, PO Box 20527 Phoenix, AZ 85036 A copy of the creditors' list is available for free at: http://bankrupt.com/misc/VINTAGE_CONDOMINIUM_creditors_list.pdf About Vintage Condominium Vintage Condominiums Development LLC, the owner of the Vintage condominium development in Gilbert, Arizona, filed a petition for Chapter 11 protection (Bankr. D. Ariz. Case No. 13-08431) on May 17, 2013, three weeks after the state court appointed a receiver at the behest of the secured lender. The Vintage Condominiums complex has 107 units, approximately two of which have been purchased by third-party buyers and approximately 105 of which are currently owned by Vintage. The lender Parkway Bank & Trust Co., owed $12.3 million, had a receiver appointed after giving notice of default on April 12, 2013. The petition lists assets and debt both exceeding $10 million. Ronald J. Ellett, Esq., at Ellett Law Offices, P.C., serves as counsel to the Debtor. VISIONCHINA MEDIA: Deloitte Touche Raises Going Concern Doubt ------------------------------------------------------------- VisionChina Media Inc. filed on May 30, 2013, its annual report on Form 20-F for the year ended Dec. 31, 2012. Deloitte Touche Tohmatsu, in Hong Kong, expressed substantial doubt about VisionChina Media's ability to continue as a going concern, citing the Company's recurring losses from operations. The Company a net loss of US$246.5 million on US$115.7 million of revenues in 2012, compared with a net loss of US$12.6 million on US$181.2 million of revenues in 2011. In June 2012, the Company recorded an impairment charge of US$178.8 million against the goodwill and intangible assets in connection with its acquisition of six advertising businesses which the Company acquired in 2008 and Digital Media Group, which was completed in 2010. The Company's balance sheet at March 31, 2013, showed US$149.8 million in total assets, US$109.8 million in total liabilities, and stockholders' equity of US$40.0 million. A copy of the Form 20-F is available at http://is.gd/rEillx Shenzhen, PRC-based VisionChina Media Inc., a Cayman Islands company, believes that it operates the largest out-of-home advertising network using real-time mobile digital television broadcasts to deliver content and advertising on mass transportation systems in China based on the number of displays. Due to PRC regulatory restrictions on foreign investments in the advertising and mobile digital television industries, the Company operates its advertising business in China through its consolidated affiliated entities. VISUALANT INC: Pays $285,000 to Gemini Master --------------------------------------------- Visualant, Inc., paid $250,000 plus interest of $35,175 under the Amendment to Warrant Purchase Agreement with Gemini Master Fund, Inc., dated Jan. 23, 2013. The Company has acquired the warrant from Gemini and cancelled it. On May 31, 2013, the Company exercised the Option Agreement dated April 26, 2013, with Ascendiant Capital Partners, LLC, pursuant to which the Company purchased from Ascendiant 4,000,000 shares of common stock of the Company for a total purchase price of $300,000 for retirement to treasury. Ascendiant has not yet delivered the 4,000,000 shares as of June 4, 2013. On May 31, 2013, the Company was advanced $585,000 by J3E2A2Z LP, an entity in which Ronald Erickson, the Company's Chief Executive Officer, has a beneficial interest. The Company entered into a Demand Promissory Note on May 31, 2013, for $585,000, which carries interest at 4 percent. About Visualant Inc. Seattle, Wash.-based Visualant, Inc., was incorporated under the laws of the State of Nevada on Oct. 8, 1998. The Company develops low-cost, high speed, light-based security and quality control solutions for use in homeland security, anti- counterfeiting, forgery/fraud prevention, brand protection and process control applications. Visualant incurred a net loss of $2.72 million for the year ended Sept. 30, 2012, compared with a net loss of $2.39 million for the same period during the prior year. The Company's balance sheet at March 31, 2013, showed $4.14 million in total assets, $5.53 million in total liabilities, a $1.42 million total stockholders' deficit and $40,133 in noncontrolling interest. PMB Helin Donovan, LLP, in Nov. 10, 2012, issued a "going concern" qualification on the consolidated financial statements for the year ended Sept. 30, 2012. The independent auditors noted that the Company has sustained a net loss from operations and has an accumulated deficit since inception which raise substantial doubt about the Company's ability to continue as a going concern. VYCOR MEDICAL: Fountainhead Held 67.1% Equity Stake at May 20 ------------------------------------------------------------- Fountainhead Capital Management Limited disclosed in an amended regulatory filing with the U.S. Securities and Exchange Commission that, as of May 20, 2013, it beneficially owned 4,253,939 shares of common stock of Vycor Medical, Inc., representing 67.1 percent of the shares outstanding. Fountainhead previously reported beneficial ownership of 4,279,189 common shares or 67.7 percent equity stake as of May 3, 2013. A copy of the amended Schedule 13D is available for free at http://is.gd/SpKisY About Vycor Medical Boca Raton, Fla.-based Vycor Medical, Inc. (OTC BB: VYCO) -- http://www.VycorMedical.com/-- is a medical device company committed to making neurological brain, spinal and other surgical procedures safer and more effective. The Company's flagship, Patent Pending ViewSite(TM) Surgical Access Systems represent an exciting new minimally invasive access and retraction system that holds the potential for speedier, safer and more economical brain, spinal and other surgeries and a quicker patient discharge. Vycor's innovative medical instruments are designed to optimize neurosurgical site access, reduce patient risk, accelerate recovery, and add tangible value to the professional medical community. Vycor Medical disclosed a net loss of $2.92 million in 2012, as compared with a net loss of $4.77 million in 2011. The Company's balance sheet at March 31, 2013, showed $2.32 million in total assets, $4.40 million in total liabilities and a $2.07 million total stockholders' deficiency. Paritz & Company, P.A., in Hackensack, 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 incurred a loss since inception, has a net accumulated deficit and may be unable to raise further equity which factors raise substantial doubt about its ability to continue as a going concern. WALTER ENERGY: Moody's Rates Proposed $1.6BB Bank Debt at 'Ba3' --------------------------------------------------------------- Moody's Investors Service assigned Ba3 ratings to Walter Energy's proposed $1.6 billion senior secured credit facilities. Proceeds from a $1.2 billion term loan, combined with a concurrent issuance of unsecured debt, will repay the company's existing senior secured debt, put cash on the balance sheet, and pay related fees and expenses. Moody's also downgraded Walter's Corporate Family Rating ("CFR") to B2 from B1, and Speculative Grade Liquidity Rating ("SGL") to SGL-3 from SGL-2. The rating outlook is negative. "Despite recent operational restructuring and an improved balance sheet, we expect the depth and length of the cyclical trough for metallurgical coal will preclude Walter Energy from returning credit measures to levels consistent with a B1 rating within a reasonable period," said Ben Nelson, Moody's lead analyst for Walter Energy. "However, the unsecured rating is unchanged due to the reduction in secured debt as a consequence of the refinancing." Today's actions: Downgrades: Issuer: Walter Energy, Inc. Corporate Family Rating, Downgraded to B2 from B1 Probability of Default Rating, Downgraded to B2-PD from B1-PD $350 million Senior Secured Revolving Credit Facility, Assigned Ba3 (LGD2 23%) $1,200 million Senior Secured Term Loan B, Assigned Ba3 (LGD2 23%) $500 million 9.875% Senior Unsecured Notes due 2020, Affirmed B3 (LGD5 77%, from 86%) $450 million 8.5% Senior Unsecured Notes due 2021, Affirmed B3 (LGD5 77%, from 86%) Speculative Grade Liquidity Rating, Lowered to SGL-3 from SGL-2 Outlook, Negative The assigned ratings are subject to Moody's review of the final terms and conditions of the proposed transaction. Moody's expects to withdraw the Ba3 ratings on the existing senior secured credit facilities following full repayment at closing of the refinancing transactions. "The downgrade to a B2 CFR reflects our expectations that, despite Walter's success in reducing operating costs and improving its balance sheet, continued headwinds pressuring the metallurgical coal industry and metallurgical coal prices will limit the magnitude of improvement such that credit measures will likely remain outside the expected range for a B1 rating at least into 2014. The anticipated supply/demand environment for met coal is not likely to support meaningful price increases for at least the next few quarters as global production continues to rise despite tepid demand in the steel industry," Moody's said. Moody's expects that Walter's results will be weaker year-over- year through the third quarter with adjusted interest coverage (EBIT/Interest) remaining below zero times and adjusted leverage (Debt/EBITDA) moving to over 10 times from about 9 times for the twelve months ended March 31, 2013. Notwithstanding recent improvements to the company's cost structure, it is unlikely that metrics will improve sufficiently in the current price environment to support a higher rating. Moody's expects interest coverage will remain below 1 time and leverage will remain above 6 times. Ratings Rationale The B2 CFR is constrained primarily by high absolute debt relative to anticipated production levels, exposure to cyclical metallurgical coal pricing, and reliance on a few key mines for the majority of earnings and cash flow. Credit measures are weak for the rating category and expected to weaken further over the next two quarters, but indicative of metallurgical coal pricing near a cyclical trough. Adequate liquidity and the potential to generate strong earnings and cash flow on a mid-cycle basis support the rating. The short-term liquidity rating of SGL-3 reflects adequate liquidity to support operations in the near-term. Walter reported $236 million of balance sheet cash and $324 million of revolver availability after considering letters of credit at March 31, 2013. "This liquidity should provide an adequate cushion against unforeseen cash flow shortfalls, especially as it remains uncertain in our view if the company will be able to improve free cash flow to breakeven levels," Moody's said. However, the new revolver is expected to contain a springing net first lien senior secured leverage ratio test that becomes effective when utilization exceeds 20% of the commitment. Moody's does not expect this covenant will be triggered in the near-term, but in a scenario involving persistently weaker met coal prices and ongoing cash burn it is possible that this test could adversely impact the company's ability to access the full commitment without prompting lender negotiations. The negative outlook reflects concerns that the company could burn cash absent improved market conditions for metallurgical coal. Moody's could downgrade the rating in response to further deterioration in market conditions, substantive cash burn, or an inability to maintain orderly access to the revolving credit. Failure to complete the proposed refinancing transaction could also have negative rating implications. Upward rating momentum is unlikely due to trough cycle conditions in met coal markets, but Moody's could stabilize the rating outlook if Walter demonstrates an ability to maintain at least breakeven cash flow and reduces leverage to well below 10 times. An upgrade likely would require expectations for interest coverage sustained above 1.5 times, leverage sustained below 6 times, and sufficient cash flow to facilitate meaningful debt reduction. The principal methodology used in this rating was the Global Mining Industry published in May 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. Walter Energy, Inc., headquartered in Birmingham, Alabama, is primarily a metallurgical coal producer which also produces metallurgical coke, steam and industrial coal, and natural gas. The company acquired met coal producer Western Coal Corporation in April 2011. WESTINGHOUSE AIR: Moody's Ups Rating on $150MM Sr. Notes From Ba1 ----------------------------------------------------------------- Moody's Investors Service upgraded the rating of Westinghouse Air Brake Technologies Corporation ("Wabtec") $150 million of senior unsecured notes due July 2013 to Baa3 from Ba1. In a related action, Moody's also withdrew the following ratings: Corporate Family Rating at Ba1; Probability of Default Rating at Ba1-PD; and Speculative Grade Liquidity rating at SGL-2. Wabtec's rating outlook is stable. Ratings Rationale Wabtec's Baa3 senior unsecured rating reflects the company's demonstrated ability to maintain a strong competitive position and operating performance through the business cycle. This ability is supported by the healthy balance in Wabtec's customer base and sales as evidenced in the following areas: aftermarket versus rail OEM; passenger versus freight railroad; and U.S. versus non-U.S. customers. This balance helped to stabilize the company's revenue stream throughout the most recent U.S. freight railcar downturn. Currently, demand for freight railcars is quite strong, and backlogs are nearing historical peak levels. This, along with stable demand anticipated in Wabtec's transit segment, suggests that the company's revenue base will continue to grow steadily at good margins over the near term. Moody's expects that Wabtec will maintain a sound financial condition throughout the business cycle, as it has in the past, characterized by modest debt levels and good liquidity. As of March 2013 the company had $417 million of balance sheet debt, which represents about 18% of revenue. In addition, leverage (Debt to EBITDA) is estimated at approximately 1.2 times, while EBIT to Interest was about 15 times. These factors will provide the company with considerable financial flexibility and as it pursues growth initiatives. "We expect that Wabtec will continue to pursue a modest pace of individual acquisitions ($50-$100 million range), to be funded primarily through use of free cash flow. We also expect that it will continue to integrate these acquisitions in a fashion that maintains profitability and contributes to cash flow," Moody's said. Moody's assesses Wabtec's liquidity condition as good. We expect that the company will generate positive free cash flow despite increased investment that will accompany the anticipated growth in sales over the near term, and that the company will have access to a significant amount of its $600 million revolving credit facility which expires in November 2016. These are important factors that offset the modest U.S. cash balances that the company maintains. Wabtec has reported cash balances in excess of $200 million over the past several years. However, the company only maintains minimal cash balances (typically less than $20 million) at its U.S. subsidiaries, which account for about 50% of total sales. Because of this, it is important that the company generates positive free cash flow over the near term. The only scheduled debt maturity over the next 18 months is $150 million of senior unsecured notes due in July 2013, which can be repaid through cash reserves or revolver availability. Wabtec's debt structure is entirely unsecured and results in the Baa3 rating of the $150 million of 6.875% senior unsecured notes due July 2013 ("Notes"). The Notes and the senior unsecured revolving credit facility ($600 million revolver), due November 2016 (not rated by Moody's), are guaranteed by all of the company's domestic subsidiaries. "The stable outlook reflects our belief that, as freight car markets remain strong, the company should be able to achieve sales, margins, and cash flows at levels supportive of the Baa3 rating," Moody's said. At the same time, Wabtec will likely continue to benefit from participation in the aftermarket, locomotive, and transit car sectors, complementing the rebound in demand in the OEM freight car market in North America. The stable outlook also anticipates that, to the extent that the company does undertake acquisitions over the near term, such purchases will not entail any material increase in integration risk or leverage, and that the company will be able to modestly reduce its credit facility drawings through use of its free cash flows. In addition, Moody's believes that the company is not likely to substantially increase its share repurchase activity over the next 12 months. Wabtec's ratings or outlook could be revised upward if the company can grow its revenue base through the cycle, expanding its geographic base globally, without substantially increasing debt levels or undertaking sizeable or risky acquisitions. In addition, further improvement in the company's liquidity condition, including the maintenance of stronger U.S.-based cash balance and and minimal use of the revolver, will be important for upward ratings consideration. The ratings or their outlook may be lowered if the company were to increase debt substantially, particularly to fund share repurchases or a large acquisition, resulting in Debt to EBITDA of above 3.0 times or EBIT to Interest of below 6.0 times. Upgrades: Issuer: Westinghouse Air Brake Technologies Corp. Senior Unsecured Regular Bond/Debenture, Upgraded to Baa3 from Ba1 Withdrawals: Issuer: Westinghouse Air Brake Technologies Corp. Probability of Default Rating, Withdrawn, previously rated Ba1-PD Speculative Grade Liquidity Rating, Withdrawn, previously rated SGL-2 Corporate Family Rating, Withdrawn, previously rated Ba1 The principal methodology used in this rating was the Global Manufacturing Industry Methodology published in December 2010. Westinghouse Air Brake Technologies Corporation headquartered in Wilmerding, Pennsylvania is a global provider of highly engineered products and services for the rail and transit industries. WESTINGHOUSE SOLAR: Has Supply Agreement with EEG ------------------------------------------------- Westinghouse Solar, Inc., entered into a Supply Agreement with Environmental Engineering Group Pty Ltd for the assembly of Westinghouse Solar's proprietary solar modules. EEG is an assembler of polycrystalline modules located in Stapylton, Australia, and a preferred supplier of CBD Energy Limited. Westinghouse Solar is working towards completing a merger with CBD in 2013. Under the Supply Agreement, EEG will serve as a contract assembler of new 250 watt AC and DC solar modules to be built according to the Company's specifications and using the Company's proprietary design and technology, exclusively for sale to the Company and in support of the Company's sales to solar distributors, solar installers, solar retailers, private label customers, major home improvement retailers and homebuilders. The new Products will be designed for use in solar power systems for residential and commercial rooftop customers primarily in the United States and Australia. The Products will carry the Westinghouse Solar brand name and will be labeled to indicate "Assembled in Australia." Products distributed in the United States will utilize modules containing Taiwan cells and therefore not subject to punitive Chinese tariffs. Pursuant to the Supply Agreement, EEG will provide the Company with Products at market-competitive pricing, and in volume levels sufficient to meet the Company's forecasted needs. The Company is not obligated to purchase any minimum or required volumes of Products from EEG, except to the extent of any fully executed purchase orders. The Supply Agreement will continue through Dec. 31, 2015, and contains a provision whereby either party can terminate without cause by providing 90 days' prior written notice. The new modules recently achieved UL certification for U.S. distribution. The IEC certification process for Australian distribution is currently underway and is expected to be complete in June 2013. The Company expects to begin shipping product to customers by early in the third calendar quarter of this year. 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 March 31, 2013, showed $3.18 million in total assets, $5.31 million in total liabilities, $417,704 in series C convertible redeemable preferred stock, $280,000 in series D convertible redeemable preferred stock and a $2.82 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. WYLE SERVICES: S&P Lowers Corp. Credit Rating to 'B' ---------------------------------------------------- Standard & Poor's Ratings Services lowered its corporate credit rating on El Segundo, Calif.-based Wyle Services Corp. to 'B' from 'B+'. The outlook is stable. At the same time, S&P lowered its issue-level rating on the company's $325 million senior secured facilities, which consist of a $35 million revolving credit facility due 2016 and a $290 million term loan due 2017, to 'BB-' from 'BB'. The '1' recovery rating indicates S&P's expectations for very high (90% to 100%) recovery in the event of payment default. In addition, S&P lowered its issue-level rating on the company's $175 million senior subordinated notes due 2018 to 'CCC+' from 'B-'. The '6' recovery rating indicates S&P's expectations for negligible (0% to 10%) recovery in the event of payment default. "The downgrade reflects our view that revenue, which for the 12- month period ended March 31, 2013, declined to $1.11 billion, or by 5% compared with a year ago period, could decline further as a result of ongoing federal government budget pressure and potential impact from sequestration," said Standard & Poor's credit analyst David Tsui. We view Wyle's financial risk profile as highly leveraged, with operating-lease adjusted debt (including capitalized operating leases) to EBITDA of 5.5x at March 31, 2013, higher than 5.2x at June 30, 2012, and believe it is likely to increase to the high-5x area in 2013 due to the difficult government contracting industry environment. The stable rating outlook is based on revenue visibility from long-term contracts and contract backlog. S&P could consider a lower rating if Wyle experiences any significant loss of contracts and task orders (i.e., the RIAC contract or task orders) or fails to maintain its current profitability level, leading to flat or negative FOCF. Although S&P views it as unlikely over the next year, it could raise the rating to 'B+' if the company can achieve major contract wins that enable diversification from its currently highly concentrated customer base and can successfully retaining majority of its existing RIAC task orders through the contract transition, which would lead to an improved business risk profile. YANKEE CANDLE: Moody's Assigns B1 Rating to New $950MM Term Loan ---------------------------------------------------------------- Moody's Investors Service assigned a B1 rating to The Yankee Candle Company, Inc.'s proposed $950 million secured term loan due 2020. Concurrently, Moody's affirmed all existing ratings on Yankee Candle and its indirect parent company, YCC Holdings LLC's ("YCC"), including the B2 Corporate Family Rating and B2-PD Probability of Default Rating. YCC's Speculative Grade Liquidity Rating is unchanged at SGL-3. The ratings outlook remains stable. In addition to the proposed $950 million term loan, Yankee Candle intends to issue at least $450 million of new senior notes. Per the company's announcement on May 24, 2013, the total amount of new debt raised as part of the transaction will be at least $1.4 billion. Proceeds from the new debt offerings will be used to refinance existing debt at Yankee Candle and YCC, pay related fees and expenses, and pay an estimated $187 million dividend to the company's equity sponsor (Madison Dearborn Partners, LLC). The rating on the proposed term loan is subject to completion of the transaction as proposed, and review of final documentation. Once the refinancing transaction is complete, YCC's B2 Corporate Family Rating, B2-PD Probability of Default Rating and SGL-3 Speculative Grade Liquidity Rating will be moved to Yankee Candle and all existing debt ratings at both Yankee Candle and YCC will be withdrawn. Moody's took the following rating actions: The Yankee Candle Company Inc.: Proposed $950 million term loan due 2020 assigned at B1 (LGD3, 39%) $654 million senior secured term loan due 2019 affirmed at B1 (LGD3, 35%) $188 million subordinated notes due 2017 affirmed at B3 (LGD5, 75%). YCC Holdings, Inc. Corporate Family Rating affirmed at B2 Probability of Default Rating affirmed at B2-PD $315 million senior subordinated notes due 2016 affirmed at Caa1 (LGD6, 90%) The Speculative Grade Liquidity Ratings is unchanged at SGL-3. Ratings Rationale Despite the increase in debt and leverage due to the proposed transaction, the affirmation of the B2 corporate family rating reflects Moody's expectation for material debt protection metric improvement over time with continued profitable growth through Yankee Candle's multi-channel platform and the use of free cash flow to reduce debt. Yankee Candle's overall cash interest expense will decline significantly as it refinances the existing higher interest debt, boosting future free cash flow available for debt reduction. The rating is supported by the company's strong market position in premium scented candles in the US, and its breadth of distribution across its own retail business and sizable wholesale business. The company has demonstrable brand strength evident in its very high operating margins which compare favorably to best-in-class consumer product companies, and has shown resiliency during recent weak economic conditions, with positive annual free cash flow and debt reduction. Liquidity is expected to remain adequate, as reflected in the SGL-3 Speculative Grade Liquidity Rating. The company's ratings are constrained by its high financial leverage stemming from an aggressive financial policy over the past several years, considering that this transaction comes on the heels of a 2011 debt-financed dividend of about $300 million. Pro forma Moody's lease-adjusted debt/EBITDA is estimated to approach 7.0 times for the twelve months ended March 30, 2013. There is limited cushion for incremental funded debt increases at this time, other than for seasonal working capital needs. The rating also reflects the company's limited overall scale in the retail industry and its narrow product focus on the premium scented candle category. The B1 rating on Yankee Candle's proposed secured term loan reflects the overall probability of default of the company, reflected in the B2-PD probability of default rating, and a loss give default assessment of (LGD3, 39%). The proposed term loan will be secured by a first priority lien on all assets of the company excluding inventory and accounts receivable, under which it will have a second lien behind the proposed amended $175 million ABL revolver (unrated). The term loan will also be secured by stock of its subsidiaries (including 66% of the stock of foreign subsidiaries). The rating benefits from the sizeable level of junior obligations in the capital structure in the form of unsecured leases, payables and expectation for the proposed issuance of at least $450 million of new unsecured notes. The stable rating outlook reflects Moody's expectation that the company will be able to maintain revenue and operating margin stability, while at the same time maintaining its focus on cash generation and debt repayment. The outlook also assumes that the company maintains adequate liquidity. YCC's ratings could be downgraded if it experiences negative trends in sales and operating margins -- particularly if as a result of an erosion in the company's brand or market share -- leading to an inability to meaningfully reduce leverage to near 6.5 times over the next year. An erosion in liquidity for any reason or a more aggressive financial policy could lead to a ratings downgrade. Factors that could result in an upgrade include sustained growth in revenues and operating earnings, significant debt reduction and maintenance of a more conservative financial policy that sustainably supports lower leverage. Quantitatively, ratings could be upgraded if debt/EBITDA was sustained below 5.5 times and EBITA/interest maintained above 1.75 times. The principal methodology used in rating YCC 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. YCC Holdings LLC ("YCC") is headquartered in South Deerfield, Massachusetts. Operating through its indirect operating subsidiary, The Yankee Candle Company, Inc., YCC is the largest designer, manufacturer, and distributor of premium scented candles in the U.S. Revenues for the twelve months ended March 30, 2013 was $852 million. The company is owned by affiliates of Madison Dearborn Partners, LLC ("MDP") and members of management. YANKEE CANDLE: S&P Assigns B Rating to Proposed $950MM Term Loan ---------------------------------------------------------------- Standard & Poor's Ratings Services assigned ratings to South Deerfield, Mass.-based The Yankee Candle Co. Inc.'s proposed $950 million senior secured term loan due 2020 and $450 million senior unsecured notes due 2018. S&P rated the proposed senior secured term loan 'B' (the same as S&P's 'B' corporate credit rating on The Yankee Candle Co.) with a recovery rating of '3', indicating expectations for meaningful (50% to 70%) recovery for lenders in the event of a payment default. At the same time, S&P rated the proposed $450 million senior unsecured notes 'CCC+' (two notches below the 'B' corporate credit rating) with a recovery rating of '6', indicating S&P's expectation for negligible recovery (0%-10%) in the event of a payment default. Yankee Candle has indicated that it will use the proceeds from the proposed debt offerings to fund a $187 million shareholder dividend; to refinance its existing term loan, senior notes and payment-in-kind HoldCo notes; and to pay accrued interest and related fees and expenses. The ratings are based on proposed terms and are subject to review upon receipt of final documentation. Upon completion of the proposed transaction, the ratings on the company's existing debt issues will be withdrawn. As of March 30, 2013, Yankee Candle had about $1.2 billion of debt outstanding. The 'B' corporate credit rating on Yankee Candle reflects S&P's view of the company's financial risk profile as "highly leveraged" and its business risk profile as "weak". Key credit factors in S&P's business risk assessment include Yankee Candle's narrow product focus, significant earnings seasonality, and the discretionary nature of its products. S&P also factors in the company's strong market position and leading brand in the niche premium scented candles market. Yankee Candle is the largest designer, manufacturer, and distributor of premium scented candles, and the leading premium candle brand in the U.S. S&P views the company's financial risk profile as highly leveraged based on its significant debt burden and very aggressive financial policy. S&P estimates credit protection measures will weaken following the proposed transaction, yet remain in line with S&P's "highly leveraged" indicative ratios of leverage over 5x and funds from operations (FFO) to total debt below 12%. For the 12 months ended March 30, 2013, S&P estimates the ratio of pro forma total debt to adjusted EBITDA will be high at 7.3x, compared with 6.2x before the proposed transaction, and the ratio of pro forma FFO to total debt will decline to less than 7%, from 8.2%. S&P expects credit measures will improve over the next year on EBITDA growth and debt reduction, including reducing average leverage to below 7x by year-end. RATINGS LIST The Yankee Candle Co. Inc. Corporate credit rating B/Stable/-- Ratings Assigned The Yankee Candle Co. Inc. Senior secured $950 mil. term loan due 2020 B Recovery rating 3 Senior unsecured $450 mil. notes due 2018 CCC+ Recovery rating 6 ZOGENIX INC: Cuts Workforce by 37 Percent ----------------------------------------- Zogenix, Inc., commenced a restructuring of its workforce, resulting in a reduction in force of approximately 37 percent, or 55 employees, across all functional areas of the Company. Zogenix took these steps as part of its initiatives to extend the Company's cash runway. Charges associated with the reduction in force are expected to be approximately $1 million, which includes cash charges of $0.9 million in severance costs and $0.1 million in non-cash stock-based compensation charges, and are expected to be recorded in the second quarter of 2013. About Zogenix Inc. Zogenix, Inc. (NASDAQ: ZGNX), with offices in San Diego and Emeryville, California, is a pharmaceutical company commercializing and developing products for the treatment of central nervous system disorders and pain. Zogenix incurred a net loss of $47.38 million in 2012, as compared with a net loss of $83.90 million in 2011. The Company's balance sheet at March 31, 2013, showed $65.57 million in total assets, $70.56 million in total liabilities, and a $4.99 million total stockholders' deficit. Ernst & Young LLP, in San Diego, California, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2012, citing recurring losses from operations and lack of sufficient working capital which raise substantial doubt about the Company's ability to continue as a going concern. * Moody's Withdraws Ratings on 22 Former CA Authorities Tax Bonds ----------------------------------------------------------------- Moody's Investors Service has withdrawn the ratings of tax allocation bonds issued by 22 former California Redevelopment Agencies, affecting $1.2 billion of debt, due to insufficient information. Additionally, the ratings of 68 issuers remain on review for possible downgrade or withdrawal. These issuers have provided, or have indicated that they will provide within 30 days, sufficient information to maintain their ratings. In June 2012, Moody's downgraded to Ba1 all California redevelopment agency tax allocation bonds that were rated Baa3 or higher, and also placed ratings of all rated RDAs under review for possible downgrade or withdrawal. The downgrade to Ba1 was prompted by the substantially increased risk of default resulting from the state's dissolution of all redevelopment agencies. The continuing review of the ratings was based on the potential risk that implementation of the new law governing "successor" agencies (Assembly bills 26 and 1484) could reduce credit quality even further, and uncertainty as to whether there was sufficient information available to assess the credit quality of tax allocation bonds. "In February 2013, we extended our review of the tax allocation bonds of 93 RDA issuers for an additional 90-day period in order to obtain additional information that is necessary to evaluate their credit quality. We outlined our information requirements in our Special Comment, "Continued Reviews of California Tax Allocation Bonds Will Incorporate New Information Requirements," dated February 28, 2013. The outcomes for these 93 issuers are: 22 rating withdrawals, 68 continuing reviews, and 3 reviews that have been completed," Moody's said. The affected issuers and bonds are as follows: 1. Campbell Redevelopment Agency, CA Central Campbell Redevelopment Project, Tax Allocation Bonds, Series 2002A 2. Coalinga Redevelopment Agency, CA Coalinga Redevelopment Project, 2000 Tax Allocation Bonds 3. Danville Community Redevelopment Agency, CA Taxable Revenue Bonds, 2001 Series A (Community Redevelopment Agency of the Town of Danville -- Downtown Redevelopment Project) 4. Dixon Redevelopment Agency, CA (Central Dixon Redevelopment Project) Tax Allocation 5. Hesperia Community Redevelopment Agency, CA 2005 Tax Allocation Bonds, Series A 2005 Tax Allocation Bonds, Series B (Housing Project) Redevelopment and Housing Projects 2007 Series A (Tax Exempt) Redevelopment and Housing Projects 2007 Series B (Taxable) 6. Inglewood Redevelopment Agency, CA Merged Redevelopment Project Subordinate Lien Tax Allocation Bonds, Series 2007A-1, 2007A-T, 2007A-H 7. Long Beach Redevelopment Agency, CA Revenue Bonds (Redevelopment, Housing and Gas Utility Financings), 2005 Series A-1 and Series A-2; Taxable Revenue Bonds (Redevelopment, Housing and Gas Utility Financings), 2005 Series B 8. Novato Redevelopment Agency, CA Hamilton Field Redevelopment Project Tax Allocation Bonds, Series 2011 9. Palm Desert Redevelopment Agency, CA Subordinate Tax Allocation Revenue Capital Appreciation Bonds (Project Area No. 3) 2006 Series C Tax Allocation (Housing Set-Aside) Refunding Revenue Bonds, Series 2007 Tax Allocation Refunding Revenue Bonds (Project Area No. 1, As Amended) 2007 Series A Tax Allocation Revenue Bonds (Project Area No. 1, As Amended) 2006 Series A and Tax Allocation Refunding Revenue Bonds (Project Area No. 1, As Amended) 2006 Series B (Taxable) Tax Allocation Revenue Bonds (Project Area No. 2) Refunding, Series 2006 A and Tax Allocation Revenue Capital Appreciation Bonds (Project Area No. 2), Series 2006 B Tax Allocation Revenue Bonds (Project Area No. 2), Series 2006 C and Subordinate Tax Allocation Revenue Capital Appreciation Bonds (Project Area No. 2), Series 2006 D Tax Allocation Revenue Bonds (Project Area No. 3) 2006 Series A and Tax Allocation Revenue Capital Appreciation Bonds (Project Area No. 3) 2006 Series B Tax Allocation Revenue Bonds (Project Area No. 4) 2006 Series A and Tax Allocation Revenue Capital Appreciation Bonds (Project Area No. 4) 2006 Series B 10. Palmdale Community Redevelopment Agency, CA Tax Allocation Bonds, 2005 Series E and 2005 Series F (Housing Set-Aside Revenues) Tax Allocation Refunding Bonds 2003 Series C and Tax Allocation Bonds, 2003 Series D (Housing Set-Aside Revenues) Tax Allocation Refunding Bonds, Series 2004A (Merged Redevelopment Project Areas) 11. Ripon Redevelopment Agency, CA Ripon Community Redevelopment Project Tax Allocation Bonds, Issue of 2005 Ripon Community Redevelopment Project Tax Allocation Bonds, Issue of 2007 Tax Allocation Bonds, Issue of 2003 12. San Mateo Redevelopment Agency, CA Merged Area Housing Set-Aside Tax Allocation Bonds, 2005 Series A (Taxable) Merged Area Tax Allocation Bonds, 2005 Series A 13. San Pablo Redevelopment Agency, CA Subordinate Tax Allocation Bonds, Series 1999A Tenth Township Redevelopment Project Tax Allocation Revenue Bonds, Series 2001 14. San Rafael Redevelopment Agency, CA (Central San Rafael Redevelopment Project Area) Tax Allocation Bonds, Series 1999 15. Sand City Redevelopment Agency, CA Tax Allocation Bonds, 2008 Series A and Taxable Tax Allocation Bonds, 2008 Series B (Sand City Redevelopment Project) 16. Seaside Redevelopment Agency, CA Tax Allocation Refunding Bonds Issue of 2001 (Merged Project Area) 17. South El Monte Improvement District, CA Tax Allocation Bonds, 2008 Series A (Merged Project Area) 18. South San Francisco Redevelopment Agency, CA Merged Redevelopment Project Tax Allocation Revenue Bonds, Series 2006A 19. Stanislaus-Ceres Redevelopment Commission, CA Tax Allocation Bonds Issue of 2000 20. Suisun Redevelopment Agency, CA 2003 Series A Taxable Tax Allocation Bonds and 2003 Series B Refunding Tax Allocation Bonds 21. Vacaville Redevelopment Agency, CA Tax Allocation Revenue Bonds Tax Allocation Revenue Bonds (Vacaville Community Redevelopment Project) 22. West Hollywood Community Development Commission, CA East Side Redevelopment Project, 2003 Tax Allocation Bonds Moody's has withdrawn the rating because it believes it has insufficient or otherwise inadequate information to support the maintenance of the rating. Principal Methodology The principal methodology used in this rating was Moody's Analytic Approach To Rating California Tax Allocation Bonds published in December 2003. * Moody's Revises Outlook to Positive for U.S. Mortgage Insurers ---------------------------------------------------------------- The outlook for U.S. mortgage insurers is now positive, reflecting improved financial performance, declining delinquencies and stronger regulatory capital, says Moody's Investors Service in its latest industry outlook "U.S. Mortgage Insurers: Positive Outlook." The outlook was previously changed to negative in March 2012. "The U.S. mortgage insurance industry has started to recover from its low point established during the financial crisis, and is positioned for continued growth and a return to profitability," said Brandan Holmes, a Moody's Assistant Vice President and co- author of the report. "General macroeconomic conditions, including housing fundamentals, are improving, and active industry participants are directly benefitting from this environment." Moody's also notes that new insurance written is growing at an increased pace and new delinquencies continue to slowly decline, while capital raises, acquisitions and new entrants have boosted capital levels across the industry. Improvements in the U.S. economy and housing market will continue to drive lower delinquencies in legacy books. This, and profitable post-2008 new business, will boost financial performance and profitability, says Moody's. Additionally, rate increases by the Federal Housing Administration, delays in GSE reform and an uptick in household formation will support growth in demand for private mortgage insurance, says Moody's. Still, many insurers have a relatively weak credit profile and risks remain to the industry, including the absence of clarity about the role of private mortgage insurance in a reformed U.S. housing finance environment, significant exposures to legacy portfolios, and the likely need for some companies to further recapitalize to secure their competitive position going forward, says the rating agency. * Supreme Court to Decide on Final Decision from District Judge --------------------------------------------------------------- Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that the U.S. Supreme Court is scheduled to decide this month whether to allow an appeal in a case that would resolve disagreement among lower courts and say whether the constitutional right for a lawsuit to be decided by a life tenured federal district judge can be waived. The report recounts that in December, the U.S. Court of Appeals in San Francisco decided a case called Executive Benefits Insurance Agency v. Arkinson. The Ninth Circuit concluded that the right to have a final decision from a district judge can be waived. The insurance agency filed papers initially in April asking the Supreme Court for permission to appeal. The bankruptcy trustee opposed an appeal to the Supreme Court. The last papers were filed on June 3. The justices of the high court are scheduled to hold a conference on June 20 and decide whether the appeal should be granted. Their decision may be disclosed on June 24. The report notes that if the court allows an appeal, the case won't be heard until the term that begins in October. In bankruptcy cases involving constitutional questions, the justices often ask the U.S. Solicitor General to weigh in on whether to grant an appeal. Should the Court seek the government's views, a decision on allowing an appeal won't be made until later this year. The report relates that the case involves one of the questions left unanswered in the Supreme Court's 2011 opinion in Stern v. Marshall. The Stern ruling said that only a life-tenured federal district judge can make a final ruling on certain types of state- law claims. In those situations, a bankruptcy judge is limited to issuing proposed rulings that can be accepted or rejected in district court without giving any deference to how the bankruptcy judge ruled. The Bloomberg report discloses that federal courts of appeal disagree on whether so-called Stern rights can be waived. The circuit court in Cincinnati reached the opposite conclusion in October, saying the right to a final decision in district court can't be waived. The case in the Supreme Court is Executive Benefits Insurance Agency v. Arkinson, 12-1200, U.S. Supreme Court (Washington). The case in the 9th Circuit was Executive Benefits Insurance Agency v. Arkinson (In re Bellingham Insurance Agency Inc.), 11-35162, 9th U.S. Circuit Court of Appeals (San Francisco). * Circuit Judge Jones Accused of Making Racially Biased Remarks --------------------------------------------------------------- Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that circuit Judge Edith H. Jones, former chief judge of the U.S. Court of Appeals in New Orleans, was the target of a judicial misconduct complaint filed this week by four law professors and several civil rights organizations. According to the report, the complaint, lodged with the New Orleans court, alleges that Judge Jones made comments at a lecture at the University of Pennsylvania Law School in February that violated rules of judicial conduct. Supported by affidavits from some in attendance, the complaint alleges Judge Jones said that "racial groups like African Americans and Hispanics are predisposed to crime." The report notes that she said those groups are "prone to commit acts of violence" and are involved in more "heinous" crimes than other ethnicities, according to the complaint. The complaint describes how Judge Jones said the system of capital punishment provides a positive service because defendants "are likely to make peace with God only in the moment before imminent execution." The report relates that among other allegations, the complaint recites how Judge Jones, 64, said a U.S. Supreme Court case prohibiting execution of the mentally retarded was ill-advised. Judge Jones didn't respond to a call to her chambers seeking comment. The Bloomberg report discloses that Judge Jones was a bankruptcy expert before appointment to the bench in 1985 by President Ronald Reagan. She wrote some of the Fifth Circuit's most influential bankruptcy decisions, including a decision in late May about the so-called absolute priority rule when individuals are in Chapter 11. The complainants are asking that the matter be sent to another federal circuit court for consideration. * LPS Says Judicial States' Foreclosure Sales Rate Hit Record High ------------------------------------------------------------------ The April Mortgage Monitor report released by Lender Processing Services LPS +0.88% found that the rate of foreclosure sales (i.e., completion of the foreclosure process) in judicial foreclosure states hit its highest point since 2010. However, the length of time that process is taking -- as well as the disparity in foreclosure timelines between judicial and non-judicial states -- continues to grow. Still, as LPS Applied Analytics Senior Vice President Herb Blecher explained, the steady return to a relative degree of normality in the foreclosure sale rate has helped to bring down foreclosure inventories at the national level. "The foreclosure sale rate in judicial states rose nearly 17 percent from March to April," Mr. Blecher said. "This is the highest that rate has been since the moratoria and process reviews in the fall of 2010 led to a near-complete halt in the process in both judicial and non-judicial states. Non-judicial rates were relatively quick to bounce back, but judicial states experienced a much slower, though steady, increase. This has helped drive an overall decline in foreclosure inventory at the national level, which is now at 3.2 percent -- its lowest point in four years. "The situation is far from resolved," Mr. Blecher stressed. "Foreclosure inventories in judicial states are still more than three times the size of those in non-judicial states, and national inventories are still more than seven times pre-crisis levels. Additionally, recently announced moratoria will need to be monitored to determine the impact on timelines, as well as the rate of the improvement trend." LPS also looked at prepayment speeds (historically, a good indicator of refinance activity), and found that prepayment speeds have stayed elevated as interest rates remain near record lows, though they are down from recent historic highs. In particular, loan vintages from 2009 and earlier are prepaying at historically high speeds, because borrowers are selling their homes and taking advantage of recent home price increases, or refinancing through HARP. More recent vintages are showing signs of potential "burnout," with borrowers having already taken what advantage they could of the current rate environment. In addition, liquidity for lower credit borrowers has been steadily increasing, as the data showed prepayment speeds for credit scores under 720 increased 20- 30 percent on a year-over-year basis, as compared to just 7 percent for borrowers with credit scores of 720 and above. As reported in LPS' First Look release, other key results from LPS' latest Mortgage Monitor report include: Total U.S. loan delinquency rate: 6.21% Month-over-month change in delinquency rate: -5.81% Total U.S. foreclosure pre-sale inventory rate: 3.17% Month-over-month change in foreclosure pre-sale inventory rate: -5.83% States with highest percentage of non-current* loans: FL, NJ, MS, NV, NY States with the lowest percentage of non-current* loans: MT, WY, AK, SD, ND *Non-current totals combine foreclosures and delinquencies as a percent of active loans in that state. Totals are extrapolated based on LPS Applied Analytics' loan-level database of mortgage assets. About the Mortgage Monitor LPS manages the nation's leading repository of loan-level residential mortgage data and performance information on nearly 40 million loans across the spectrum of credit products. The company's research experts carefully analyze this data to produce a summary supplemented by dozens of charts and graphs that reflect trend and point-in-time observations for LPS' monthly Mortgage Monitor Report. About Lender Processing Services Lender Processing Services -- http://www.lpsvcs.com-- delivers comprehensive technology solutions and services, as well as powerful data and analytics, to the nation's top mortgage lenders, servicers and investors. As a proven and trusted partner with deep client relationships, LPS offers the only end-to-end suite of solutions that provides major U.S. banks and many federal government agencies the technology and data needed to support mortgage lending and servicing operations, meet unique regulatory and compliance requirements and mitigate risk. These integrated solutions support origination, servicing, portfolio retention and default servicing. LPS' servicing solutions include MSP, the industry's leading loan-servicing platform. The company also provides proprietary data and analytics for the mortgage, real estate and capital markets industries. LPS is a Fortune 1000 company headquartered in Jacksonville, Fla., and employs approximately 7,500 professionals. * May Bankruptcies in U.S. Still Showing Signs of Bottom -------------------------------------------------------- Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that bankruptcy filings in the U.S. during May again imply that filings have bottomed out. According to the report, the 96,500 bankruptcies of all types last month were the second most on a daily basis in 2013, although 12 percent fewer than May 2012. Cumulatively this year, the 460,700 bankruptcies are 14 percent fewer than the same period in 2012, according to data compiled from court records by Epiq Systems Inc. The report notes that filings are down so far this year in all 50 states. Commercial bankruptcies are showing the same patterns. The report relates that the 4,000 commercial filings were the third most in 2013 on a daily basis. The 537 commercial Chapter 11 filings, where larger companies reorganize or sell assets, were the second fewest in 2013. The declines in commercial and personal bankruptcies are attributable to "sustained low interests rates, tighter lending standards, and decreased consumer spending," Sam Gerdano, the executive director of the American Bankruptcy Institute, said in a statement. States with the most bankruptcies in May per capita were Tennessee, Georgia and Alabama, the same as April. Earlier this year, Georgia replaced Alabama in second place. Bankruptcies throughout the U.S. declined 14.1 percent in 2012, totaling 1.19 million. In 2011, there were 1.38 million. The Bloomberg report discloses that the 2011 bankruptcies represented an 11.7 percent decline from the 1.56 million in 2010, the most bankruptcies since the all-time record of 2.1 million set in 2005. In the last two weeks before the bankruptcy laws tightened in 2005, about 630,000 American sought bankruptcy protection. * BOOK REVIEW: Jacob Fugger the Rich: Merchant and Banker of Augsburg, 1459-1525 -------------------------------------------------------------- Author: Jacob Streider Publisher: Beard Books Hardcover: 227 pages List Price: $34.95 Review by Gail Owens Hoelscher Buy a copy for yourself and one for a colleague on-line at http://is.gd/UAP0Zb Quick, can you work out how much $75 million in sixteenth century dollars would be worth today? Well, move over Croesus, Gates, Rockefeller, and Getty, because that's what Jacob Fugger was worth. Jacob Fugger was the chief embodiment of early German capitalistic enterprise and rose to a great position of power in European economic life. Jacob Fugger the Rich is more than just a fascinating biography of a powerful and successful businessman, however. It is an economic history of a golden age in German commercial history that began in the fifteenth century. When the book was first published, in 1931, The Boston Transcript said that the author "has not tried to make an exhaustive biography of his subject but rather has aimed to let the story of Jacob Fugger the Rich illustrate the early sixteenth century development of economic history in which he was a leader." Jacob Fugger's family was one of the foremost family in Augsburg when he was born in 1459. They got their start by importing raw cotton, by mule, from Mediterranean ports. They later moved into silk and herbs and, for a long while, controlled much of Europe's pepper market. Jacob Fugger diversified into copper mining in Hungary and transported the product to English Channel and North Sea ports in his own ships. A stroke of luck led to increased mining opportunities. Fugger lent money to the Holy Roman Emperor Maximilian I to help fund a war with France and Italy. Mining concessions were put up as collateral. The war dragged on, the Emperor defaulted, and Fugger found himself with a European monopoly on copper. Fugger used his extensive business network in service of the Pope. His branches all over Europe collected payments due the Vatican and issued letters of credit that were taken to Rome by papal agents. Fugger is credited with creating the first business newsletter. He collected news of evolving business climate as well as current events from his agents all across Europe and distributed them to all his branches. Fugger's endeavors wee not universally applauded. The sin of usury was still hotly debated, and Fugger committed it wholesale. He was sued over his monopoly on copper. He was involved in some messy bribes in bringing Charles V to the throne. And, his lucrative role as banker in the sale of indulgences, those chits that absolve the buyer of sin, raised the ire of Martin Luther himself. Luther referred to Fugger specifically in his Open Letter to the Christian Nobility of the German nation Concerning the Reform of the Christian Estate just before being excommunicated in 1521. Fugger went on, however, to fund Charles V's war on Protestanism and became even richer. Fugger built many churches and buildings in Augsburg. He was generous to the poor and designed the world's first housing project. These buildings and lovely gardens, called the Fuggerei, are still in use today. A New York Times reviewer said that Jacob Fugger the Rich, a book "concerned with the most famous, most capable, and most interesting of all [the members of the Fugger family] will be as interesting for the general reader as for the special student of business history." This observation is just as true today as in 1931, when first made. Jacob Streider was a professor of economic history at the University of Munich. ********* 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, 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 ***