/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/130624.mbx T R O U B L E D C O M P A N Y R E P O R T E R Monday, June 24, 2013, Vol. 17, No. 173 Headlines 38 STUDIOS: Rhode Island on Track to Make Payment on Bonds ADVANTA BUSINESS: S&P Lowers Rating on Class B(2007-B2) Notes to D AFA FOODS: Revises Settlement to $1.65M for Former Workers ALL AMERICAN PET: Incurs $679,385 Net Loss in First Quarter ALL THE LITTLE THINGS: Voluntary Chapter 11 Case Summary ALLIED IRISH: To Release Half Year Results on Aug. 1 AMERICAN AIRLINES: GAO Says Tie-Up Would Restrain Competition AMERICAN AIRLINES: Gets Approval to Head Off Make-Whole Appeal AMERICAN AIRLINES: Argues Appeal on Repaying Bonds With Make-Whole AMERICANWEST BANCORPORATION: Plan Disclosure Approved AMG CAPITAL: Fitch Hikes Trust Preferred Securities Rating to BB APPLIED DNA: Has Lease Agreement with LIHTI ARMORWORKS ENTERPRISES: Case Summary & Creditors List AS SEEN ON TV: Cancels Marketing Agreement with Presser AS SEEN ON TV: G-Unit Brands Held 2% Equity Stake in 2011 ASPECT SOFTWARE: S&P Affirms 'B-' CCR & Rates $85MM Loan 'B' ATLANTIC COAST: CFO to Serve Interim President and CEO ATP OIL & GAS: Lenders Sweeten Offer With $1.8M Additional Cash AZTEC RENTALS: Case Summary & 20 Largest Unsecured Creditors BANK OF LOUISVILLE: Voluntary Chapter 11 Case Summary BERKLEY TRACE: Case Summary & 4 Unsecured Creditors BERNARD L. MADOFF: Banks Use pari delicto in Win vs. Trustee BEXAR COUNTY: Moody's Confirms Ratings on $14.3 Million Bonds BIOLIFE SOLUTIONS: Thomas Girschweiler Holds 24.7% Equity Stake BIRCH MOUNTAIN: SEC Revokes Registration of Securities BON-TON STORES: Shareholders Elect Seven Directors BOULDER BRANDS: S&P Assigns 'B+' Rating to $320MM Facilities CAPITOL BANCORP: Agrees to Delay Confirmation Hearing CAPITOL INVESTMENTS: Shook Hardy Wants Atty Evaluations Nixed CAPSUGEL HOLDINGS: Debt Cuts Prompt Moody's to Raise CFR to 'B1' CENTRAL EUROPEAN: Restates 2011 and 2010 Financial Statements CHAMPION INDUSTRIES: To Sell Newspaper Unit for $10 Million CHG HEALTHCARE: S&P Affirms 'B' Rating to 1st Lien Credit Facility CHROMCRAFT REVINGTON: Recurring Losses Cue Going Concern Doubt CHRYSLER GROUP: Refinances $4.2 Billion in Debt CLEAR CHANNEL: Issues $1.2 Billion New Notes CO-OPERATIVE BANK: DBRS Lowers Subordinated Debt to 'CC' COMPETITIVE TECHNOLOGIES: Incurs $782K Net Loss in Q1 COOPER TIRE: Fitch Says CDS Spreads Signal Credit Woes COSTA DORADA: Has Exit Plan Draft; Wants Filing Deadline Moved COPYTELE INC: Amends April 30 Quarter Form 10-Q DETROIT, MI: Manager Lists Demands on Pensions, Benefits DETROIT, MI: Moody's Lowers Rating on GOULT Bonds to 'Caa2' DEWEY & LEBOEUF: Court Okays $17 Million in Fees DEX MEDIA EAST: Bank Debt Trades at 21% Off EAST END: Amended Plan Outline Order Entered, July 1 Conf. Hrg Set EASTMAN KODAK: Seeks Approval of Deal to Backstop Rights Offering EASTMAN KODAK: Details Rights Offer for Larger Creditors ECO BUILDING: Amends Sept. 30 Quarter Form 10-Q ELBIT IMAGING: Deadline to File Position Statement on June 25 ELITE PHARMACEUTICALS: Swings to $1.5MM Net Income in 2013 ENERGY CONVERSION: Credit Suisse Feels The Heat Over Chapter 11 ENERGYSOLUTIONS INC: Deloitte & Touche Replaces E&Y as Auditor ENRON CORP: Court Reduces Skilling's Jail Time to 14 Years EPICEPT CORP: Amends Merger Agreement with Immune EXIDE TECHNOLOGIES: Securities to be Delisted From NASDAQ EXTENDED STAY: Blackstone Settles Suit Over LBO for $10MM EXTENDED STAY: Blackstone Pays $10MM to End $1-Bil. Buyout Suits FAIRPOINT COMMUNICATIONS: Bank Debt Trades at 3% Off FIRST CONNECTICUT: Can File Bankruptcy Plan Thru Oct. 28 FIRST CONNECTICUT: Gets Interim Order for Cash Collateral Use FIRST DATA: Bank Debt Due Feb. 2018 Trades at 2% Off FIRST DATA: Bank Debt Due March 2018 Trades at 2% Off FNB UNITED: Shareholders OK Name Change to "CommunityOne Bancorp" FREEDOM GROUP: S&P Retains 'B+' CCR on CreditWatch Developing FRIENDFINDER NETWORKS: Obtains Forbearance Extension Until July 1 FTLL ROBOVAULT: Case Converted Into Chapter 7 Proceeding GEOMET INC: Receives $62-Mil. From Sale of Alabama Properties GILBERT AUTO: Court Dismisses 3 Chapter 11 Cases GLOBAL BUSINESS: Voluntary Chapter 11 Case Summary GMX RESOURCES: Directors Tom Casso and Ken Kenworthy Quit GYMBOREE CORP: Bank Debt Trades at 3% Off HOFFMASTER GROUP: Weak Performance Cues Moody's to Cut CFR to B3 HEALTHWAREHOUSE.COM INC: Appoints Ned Siegel as Director HEALTHWAREHOUSE.COM INC: L. Dhadphale Equity Stake Down to 16% HEALTHWAREHOUSE.COM INC: Cape Bear Holds 4.9% Equity Stake HERCULES OFFSHORE: Fleet Status Report as of June 20 HONDO MINERALS: Incurs $3.3-Mil. Net Loss in Q3 Ended April 30 HORIZON LINES: Seeking OK to Hike Authorized Shares to 150-Mil. HOSPIRA INC: Cash Constraints Cue Moody's to Lower Rating to Ba1 HOWREY LLP: Settles Unfinished Business Claims With 3 Firms I-35 SAND: Case Summary & 20 Largest Unsecured Creditors INOVA TECHNOLOGY: Awaits New Certificates From DTC INSPIRATION BIOPHARMA: Court Okays Cash Collateral Stipulation INTELLICELL BIOSCIENCES: Issues 9.8MM Add'l Shares to Hanover JAD DEVELOPMENT: Voluntary Chapter 11 Case Summary JEFFERSON COUNTY: Appeals Court Gives Jan. 15 Deadline for Plan JEWISH COMMUNITY CENTER: Files Plan; Unsecureds to Get 6.25% KIT DIGITAL: Equity Committee Finds Two Other Buyers LEHMAN BROTHERS: European Creditors to Get Further $5.5B Payout LENNAR CORPORATION: Fitch Affirms 'BB+' Issuer Default Rating LIBERTY MUTUAL: Fitch Affirms 'BB' Ratings on 3 Note Classes LIONS GATE: Moody's Lifts Rating on $436MM 2nd Lien Notes to Ba3 MARKETING WORLDWIDE: DPIT 2 Held 12.5% Equity Stake at May 31 MCGRAW-HILL GLOBAL: Bank Debt Trades at 1% Off MEDICURE INC: Notice of Change of Auditor MERISEL INC: Files Schedule 13E-3 Transaction Statement MESA INTERNATIONAL: Case Summary & 20 Largest Unsecured Creditors MOBIVITY HOLDINGS: Bolsters Balance Sheet with $11MM Financing MORGANS HOTEL: Note Holders Seek Payment of $18.5 Million MOTORCAR PARTS: Nantahala Capital Had 9.4% Equity Stake at June 7 MUELLER WATER: S&P Raises CCR to 'BB-'; Outlook Stable MUNICIPAL MORTGAGE: Shareholders Elect Three Directors NAKED BRAND: Incurs $643K Net Loss in April 30 Quarter NAKNEK ELECTRIC: Distribution to Class 10 Claims in August NATIONAL HOLDINGS: Inks Definitive Merger Agreement with Gilman NATIVE WHOLESALE: Webster Approved to Handle New York Litigation NETFLIX INC: Moody's Says DreamWorks Deal Supports 'Ba3' Rating NEWLEAD HOLDINGS: Sees $403.9 Million Net Loss for 2012 NEWLEAD HOLDINGS: Issues 6.8MM Add'l Settlement Shares to Hanover NEXSTAR BROADCASTING: S&P Assigns 'BB' Rating to $230MM Term Loan NJSR SURGICAL: Case Summary & 20 Largest Unsecured Creditors NORTEL NETWORKS: Taps CBRE as Listing and Leasing Agent NPS PHARMACEUTICALS: Sees 200-300 Patients on Gattex by Yearend ONCURE HOLDINGS: Radiation Oncology Provider Has Loan Approved OP-TECH ENVIRONMENTAL: Inks Merger Agreement with NRC OPTIMUMBANK HOLDINGS: Regains Compliance with NASDAQ Bid Price ORCHARD SUPPLY: Meeting to Form Creditors' Panel on June 26 ORCHARD SUPPLY: Hiring Approvals Sought ORCHARD SUPPLY: Delays May 4 Form 10-Q Due to Bankruptcy Filing ORCHARD SUPPLY: Gets Delisting Notice From NASDAQ ORCKIT COMMUNICATIONS: Files Plan of Arrangement in Israel ORECK CORP: U.S. Trustee Balks at Sale Break-up Fee ORECK CORP: Committee Taps Daniel Puryear as Nashville Co-Counsel ORECK CORP: Committee Hires Gavin/Solmonese as Financial Advisor ORECK CORP: Committee Taps Lowenstein Sandler as Counsel OTELCO INC: Stephen McCall Appointed Board Chairman OVERLAND STORAGE: Shareholders Elect Four Directors OVERSEAS SHIPHOLDING: SCS Settlement Approved OXFORD RESOURCE: Forbearance with Citicorp Extended to July 1 PARADISE VALLEY: Plan Confirmation Hearing Continued Until July 9 PARADISE VALLEY: Wants to Hire Timothy Murphy as Realtor PARKWAY ACQUISITION: Case Summary & 20 Largest Unsecured Creditors PEAK RESORT: Case to Be Converted to Chapter 7 Effective July 1 PETER DEHAAN: Can Use Cash Collateral Thru July 15 PETER DEHAAN: Files Amended Plan & Disclosure Statement PLUG POWER: Hans Black Held 9.7% Equity Stake at June 10 PLUG POWER: Declares Dividend on Preferred Shares RADNOR HOLDINGS: Skadden Can Collect Disputed $4MM Fee REALBIZ MEDIA: Incurs $563K Net Loss Fiscal 2013 Second Qtr. RECEPTOS INC: Incurs $9.6-Mil. Net Loss in First Quarter REVSTONE INDUSTRIES: Greenwood Forgings Sold to Angstrom RESIDENTIAL CAPITAL: Rothstein Plaintiffs Object to PSA RESIDENTIAL CAPITAL: Faces Opposition to Ally Deal RESPONSE BIOMEDICAL: Shareholders Elect Eight Directors REVEL AC: Changes Name to "Revel Casino Hotel" RITE AID: Obtains New $500 Million Term Loan RITE AID: Reports $89.7 Million Net Income in First Quarter RITE AID: Senior Notes Offering Increased to $810 Million RITE AID: Fitch Rates New $810MM Unsecured Notes at 'CCC+/RR5' ROCKWELL MEDICAL: Borrows $20 Million From Hercules Technology ROCKWOOD SPECIALTIES: Moody's Says Unit Sale Could Impact Leverage SEQUENOM INC: To Issue 6.3 Million Common Shares to Employees SANUWAVE HEALTH: BDO OKs Report Inclusion in Regulatory Filing SERVICEMASTER CO: S&P Affirms 'B+' Rating to Sr. Sec. Facilities SOUND SHORE: Creditors Protest Bankruptcy Financing SPRINGS WINDOW: S&P Withdraws 'B' Corporate Credit Rating SPRINT NEXTEL: Agrees to Increased Clearwire Acquisition Offer STEREOTAXIS INC: Gets Another Non-Compliance Notice From NASDAQ STONERIDGE INC: S&P Revises Outlook to Pos. & Affirms 'BB-' CCR STX PAN: Korean Ship Owner Files Chapter 15 in New York TECHDYNE LLC: Hearing on Case Conversion Continued to Aug. 5 TECHFIBER, LLC: Case Summary & 20 Largest Unsecured Creditors TMT USA: Files for Ch. 11 in Houston After Vessels Seized TRAVELPORT LIMITED: Chairman Has Option to Buy 4 Million Shares TRINITY COAL: Cardno & Newbridge Firms OK'd as Mining Consultants TRINITY COAL: Committee Can Hire Foley & Lardner as Counsel TRINITY COAL: July 2 Set as Claims Bar Date TRINITY COAL: Dixon Hughes Approved as Tax Accountants UNIVAR NV: Bank Debt Trades at 2% Off VERMILLION INC: Adam Usdan Held 5.6% Equity Stake at June 12 VERMILLION INC: M. Strobeck Held 8.4% Equity Stake at June 12 WALTER ENERGY: S&P Puts 'B' CCR on CreditWatch Negative WAVE SYSTEMS: Stockholders Elect Four Directors * Fitch: Outlook for US Life Insurance Industry to Remain Stable * Fitch Has Mix Outlook for U.S. Niche real Estate Banks BOND PRICING: For Week From June 17 to 21, 2013 ********* 38 STUDIOS: Rhode Island on Track to Make Payment on Bonds ---------------------------------------------------------- Reuters reported that Rhode Island remains on track to make a $2.5 million interest payment next year on bonds that were used to finance the facilities of 38 Studios, a now-bankrupt videogame company founded by former Boston Red Sox pitcher Curt Schilling. According to the report, the state's House Finance Committee approved a budget that included making an interest payment next May on $75 million of taxable bonds that the state sold in 2010 to make a loan to the company and lure it to Rhode Island. The company's loan payments were originally supposed to secure the bonds, the report said. Now the state could wind up paying $89 million for them, according to its director of administration, Richard Licht. Recently, some lawmakers had suggested the state walk away from the debt as it confronts a budget gap of $30 million for the fiscal year starting July 1, raising concerns about Rhode Island's credit rating and also about the willingness of issuers in the $3.7 trillion municipal bond market to honor their debts, the report added. The state legislature will have to approve funds each year to make the interest payments, the report related. Even if it approves a transfer this year, it is not obligated to make one next year, Finance Committee Chairman Helio Melo said. 38 Studios LLC, a video-game developer founded by former Boston Red Sox pitcher Curt Schilling, filed for liquidation on June 8, 2012, without attempting to reorganize. Although based in Providence, Rhode Island, the company filed the Chapter 7 petition in Delaware (Case No. 12-11743). ADVANTA BUSINESS: S&P Lowers Rating on Class B(2007-B2) Notes to D ------------------------------------------------------------------ Standard & Poor's Ratings Services lowered its rating on the class B(2007-B2) notes from Advanta Business Card Master Trust to 'D (sf)' from 'CC (sf)'. S&P lowered its rating to 'D (sf)' to reflect the nonpayment of full principal to the investors of the class B(2007-B2) notes on the June 20, 2013, legal final maturity date. As of the June 20, 2013, distribution date, the transaction repaid approximately 95% of the class B(2007-B2) notes invested amount, leaving $4,696,012 outstanding or unpaid on the legal final maturity date. STANDARD & POOR'S 17G-7 DISCLOSURE REPORT SEC Rule 17g-7 requires an NRSRO, for any report accompanying a credit rating relating to an asset-backed security as defined in the Rule, to include a description of the representations, warranties and enforcement mechanisms available to investors and a description of how they differ from the representations, warranties and enforcement mechanisms in issuances of similar securities. The Rule applies to in-scope securities initially rated (including preliminary ratings) on or after Sept. 26, 2011. If applicable, the Standard & Poor's 17g-7 Disclosure Report included in this credit rating report is available at: http://standardandpoorsdisclosure-17g7.com AFA FOODS: Revises Settlement to $1.65M for Former Workers ---------------------------------------------------------- Peg Brickley writing for Dow Jones' DBR Small Cap reports that AFA Foods Inc. is scrambling to get before a judge fast with a bankruptcy settlement revised to appease the unlikely allies that defeated an earlier version: discarded workers and a big buyout fund, American Capital Ltd. About AFA Foods King of Prussia, Pennsylvania-based AFA Foods Inc. was one of the largest processors of ground beef products in the United States. The Company had five processing facilities and two ancillary facilities across the country with annual processing capacity of 800 million pounds. AFA had seven facilities capable of producing 800 million pound of ground beef annually. Revenue in 2011 was $958 million. Yucaipa Cos. acquired the business in 2008 and currently owns 92% of the common stock and all of the preferred stock. AFA Foods, AFA Investment Inc. and other affiliates filed for Chapter 11 protection (Bankr. D. Del. Lead Case No. 12-11127) on April 2, 2012, after recent changes in the market for its ground beef products and the impact of negative media coverage related to boneless lean beef trimmings (BLBT) affected sales. Judge Mary Walrath presides over the case. Lawyers at Jones Day and Pachulski Stang Ziehl & Jones LLP serve as the Debtors' counsel. FTI Consulting Inc. serves as financial advisors and Imperial Capital LLC serves as marketing consultants. Kurtzman Carson Consultants LLC serves as noticing and claims agent. As of Feb. 29, 2012, on a consolidated basis, the Debtors' books and records reflected approximately $219 million in assets and $197 million in liabilities. AFA Foods, Inc., disclosed $615,859,574 in assets and $544,499,689 in liabilities as of the Petition Date. Roberta A. DeAngelis, U.S. Trustee for Region 3, appointed seven members to the official committee of unsecured creditors in the Chapter 11 cases of AFA Investment Inc., AFA Foods and their debtor-affiliates. The Committee has obtained approval to hire McDonald Hopkins LLC as lead counsel and Potter Anderson & Corroon LLP serves as co-counsel. The Committee also obtained approval to retain J.H. Cohn LLP as its financial advisor, nunc pro tunc to April 13, 2012. AFA, in its Chapter 11 case, sold plants and paid off the first- lien lenders and the loan financing the Chapter 11 effort. Remaining assets are $14 million cash and the right to file lawsuits. General Electric Capital Corp. and Bank of America Corp. provided about $60 million in DIP financing. The loan was paid off in July. In October 2012, the Bankruptcy Court denied a settlement that would have released Yucaipa Cos., the owner and junior lender to AFA Foods, from claims and lawsuits the creditors might otherwise bring, in exchange for cash to pay unsecured creditors' claims under a liquidating Chapter 11 plan. Under the deal, Yucaipa would receive $11.2 million from the $14 million, with the remainder earmarked for unsecured creditors. Asset recoveries above $14 million would be split with Yucaipa receiving 90% and creditors 10%. Proceeds from lawsuits would be divided roughly 50-50. ALL AMERICAN PET: Incurs $679,385 Net Loss in First Quarter ----------------------------------------------------------- All American Pet Company, Inc., filed its quarterly report on Form 10-Q, reporting a net loss of $679,385 on $115,019 of sales for the three months ended March 31, 2013, compared with a net loss of $456,209 on $nil sales for the same period last year. The Company's balance sheet at March 31, 2013, showed $1.2 million in total assets, $5.8 million in total liabilities, and a stockholders' deficit of $4.6 million. The Company has incurred consistent losses, limited liquid assets, significant past due debts, and has a stockholders' deficit. According to the Company, these conditions, among others, raise substantial doubt as to its ability to continue as a going concern. A copy of the Form 10-Q is available at http://is.gd/CtpHK7 Los Angeles-based All American Pet Company, Inc., develops and markets innovative first-to-market pet wellness products including super-premium dog food bars, dog food snacks and antibacterial paw wipes. ALL THE LITTLE THINGS: Voluntary Chapter 11 Case Summary -------------------------------------------------------- Debtor: All The Little Things Count, LLC 201 FM 2917 Road Alvin, TX 77511-8099 Bankruptcy Case No.: 13-33697 Chapter 11 Petition Date: June 17, 2013 Court: U.S. Bankruptcy Court Southern District of Texas (Houston) Judge: Marvin Isgur Debtor's Counsel: Theresa D. Mobley, Esq. CAGE, HILL & NIEHAUS, L.L.P. 5851 San Felipe, Suite 950 Houston, TX 77057 Tel: (713) 789-0500 Fax: (713) 974-0344 E-mail: tmobley@cagehill.com Estimated Assets: $100,001 to $500,000 Estimated Debts: $1,000,001 to $10,000,000 The Company did not file a list of creditors together with its petition. The petition was signed by Sandra C. Graves, managing member. Affiliate that filed separate Chapter 11 petition: Entity Case No. Petition Date ------ -------- ------------- Graves, Sandra C. 13-33698 6/17/2013 ALLIED IRISH: To Release Half Year Results on Aug. 1 ---------------------------------------------------- Allied Irish Banks, p.l.c., will announce its 2013 half year results at 7:00 BST on Thursday, Aug. 1, 2013. Allied Irish Banks has announced the appointment of Deloitte & Touche as independent auditor following approval at its 2013 Annual General Meeting held in Dublin on June 20, 2013. This appointment was made following a competitive open tender process. About Allied Irish Banks Allied Irish Banks, p.l.c. -- http://www.aibgroup.com/-- is a major commercial bank based in Ireland. It has an extensive branch network across the country, a head office in Dublin and a capital markets operation based in the International Financial Services Centre in Dublin. AIB also has retail and corporate businesses in the UK, offices in Europe and a subsidiary company in the Isle of Man and Jersey (Channel Islands). Since the onset of the global and Irish financial crisis, AIB's relationship with the Irish Government has changed significantly. As at Dec. 31, 2010, the Government, through the National Pension Reserve Fund Commission ("NPRFC"), held 49.9% of the ordinary shares of the Company (the share of the voting rights at shareholders' general meetings), 10,489,899,564 convertible non- voting ("CNV") shares and 3.5 billion 2009 Preference Shares. On April 8, 2011, the NPRFC converted the total outstanding amount of CNV shares into 10,489,899,564 ordinary shares of AIB, thereby increasing its holding to 92.8% of the ordinary share capital. In addition to its shareholders' interests, the Government's relationship with AIB is reflected through formal and informal oversight by the Minister and the Department of Finance and the Central Bank of Ireland, representation on the Board of Directors (three non-executive directors are Government nominees), participation in NAMA, and otherwise. The Company reported a loss of EUR2.29 billion in 2011, a loss of EUR10.16 billion in 2010, and a loss of EUR2.33 billion in 2009. Allied Irish's consolidated statement of financial position for the year ended Dec. 31, 2011, showed EUR136.65 billion in total assets, EUR122.18 billion in total liabilities and EUR14.46 billion in shareholders' equity. Allied Irish's balance sheet at June 30, 2012, showed EUR129.85 billion in total assets, EUR116.59 billion in total liabilities and EUR13.26 billion in total shareholders' equity. AMERICAN AIRLINES: GAO Says Tie-Up Would Restrain Competition ------------------------------------------------------------- Scott Flaherty of BankruptcyLaw360 reported that the proposed merger of American Airlines Inc. and US Airways Group Inc. would reduce competition on a spate of air routes, the U.S. Government Accountability Office said. According to BLaw360, if the U.S. Department of Justice's Antitrust Division does not challenge the deal, a combined American-US Airways would supplant United Air Lines Inc. as the "largest U.S. passenger airline by several measures," GAO analyst Gerald Dillingham said in a report that served as written testimony for a Senate subcommittee hearing held Wednesday. 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. The hearing before the Court to consider confirmation of the Plan is scheduled for Aug. 15, 2013. 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: Gets Approval to Head Off Make-Whole Appeal -------------------------------------------------------------- Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that AMR Corp., the parent of American Airlines Inc., received formal authority from the bankruptcy court to make what amounts to a settlement offer to holders of $1.245 billion in bonds secured by aircraft. According to the report, the authorization arrived less than a day before the June 20 oral argument in the U.S. Court of Appeals on the question of whether the bankruptcy court ruled correctly in January that AMR can pay off the bonds without giving the holders a make-whole premium for early repayment of the debt. The report notes that AMR sought permission to initiate a tender offer for the bonds because a delay in the appeals court's decision might leave the company unable to implement the bankrupt court's ruling even if it were upheld. For bondholders who accept, AMR will buy back the bonds for the full principal amount, plus accrued interest and $65 for each $1000 bond. If more than 50 percent of an issue accepts the offer, there will be an extra $5 per $1000. AMR's offer is in the range where the bonds were trading. 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. The hearing before the Court to consider confirmation of the Plan is scheduled for Aug. 15, 2013. 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: Argues Appeal on Repaying Bonds With Make-Whole ------------------------------------------------------------------ Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that AMR Corp. and holders of $1.25 billion in aircraft bonds took different approaches at oral argument June 20 in the U.S. Court of Appeals on the question of whether a bankrupt airline is obligated to pay a so-called make-whole premium on early repayment of debt secured by aircraft. The report recounts bondholders appealed because the bankruptcy court ruled in January that the debt can be repaid without the make-whole. Assuming it comes out on top in the appeal, AMR intends to refinance the debt at today's lower interest rates and save $200 million by selling a new issue of $1.5 billion in so- called enhanced equipment trust certificates. The report relates that at June 20 argument before three judges on the Second Circuit appeals court in Manhattan, the bondholders' indenture trustees pointed to Section 1110 of the Bankruptcy Code, which requires the parent of American Airlines Inc. to perform "all obligations" under the loan documents as a condition to retaining the aircraft. The bondholders take those words to mean the airline must abide by provisions requiring payment of the make-whole premium. AMR's lawyer relied more heavily on the loan documents themselves, which say there is no make-whole owing when there is a default resulting from bankruptcy. The airline contends that Section 1110 doesn't unwind acceleration of the debt that occurred automatically on bankruptcy. The airline argued that Section 1110 only requires making regular debt payments if the airline intends to retain the aircraft. Mr. Rochelle notes that questions asked by the appeals court judges didn't indicate how they will rule or when a decision will be handed down. The loans being paid early call for interest at rates between 8.6 percent and 13 percent. AMR said the new debt would bear interest comparable to the 4 percent to 4.75 percent rates other major airlines recently negotiated. The appeal is U.S. Bank Trust NA v. AMR Corp., 13-1204, U.S. Second Circuit Court of Appeals (Manhattan). 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). AMERICANWEST BANCORPORATION: Plan Disclosure Approved ----------------------------------------------------- Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that AmericanWest Bancorporation scheduled an Aug. 13 confirmation hearing for approval of the Chapter 11 plan proposed by holders of $10 million of the $47.2 million in junior subordinated debt known as TOPrS. The report recounts the bank subsidiary was sold to SKBHC Holdings Inc. for $6.5 million cash. Debt holders and the company had competing plans on file. The company's plan called for liquidation. After mediation, the company withdrew its plan, allowing the creditors' plan to proceed. There's about $48 million of unsecured debt when the TOPrS and the general unsecured creditors' claims are combined. Creditors can receive cash or stock in the reorganized company. The disclosure statement says the creditors' plan should generate more than liquidation where tax benefits would be lost. About AmericanWest Bancorporation Headquartered in Spokane, Washington, AmericanWest Bancorporation (OTC BB: AWBC) -- http://www.awbank.net/-- was a bank holding company whose principal subsidiary was AmericanWest Bank, which included Far West Bank in Utah operating as an integrated division of AmericanWest Bank. AmericanWest Bank was a community bank with 58 financial centers located in Washington, Northern Idaho and Utah. AmericanWest Bancorporation filed for Chapter 11 protection (Bankr. E.D. Wash. Case No. 10-06097) on Oct. 28, 2010. The banking subsidiary was not included in the Chapter 11 filing. Christopher M. Alston, Esq., and Dillon E. Jackson, Esq., at Foster Pepper Shefelman PLLC, in Seattle, Washington, serve as bankruptcy counsel. G. Larry Engel, Esq., at Morrison & Foerster LLP, also serves as counsel. The Debtor estimated assets of $1 million to $10 million and debts of $10 million to $50 million in its Chapter 11 petition. AmericanWest Bancorporation's estimates exclude its banking unit's assets and debts. In its Form 10-Q filed with the Securities and Exchange Commission before the Petition Date, AmericanWest Bancorporation reported consolidated assets -- including its bank unit's -- of $1.536 billion and consolidated debts of $1.538 billion as of Sept. 30, 2010. In December 2010, AmericanWest completed the sale of all outstanding shares of AmericanWest Bank to a wholly owned subsidiary of SKBHC Holdings LLC, in a transaction approved by the U.S. Bankruptcy Court. The bank subsidiary was sold to SKBHC Holdings Inc. for $6.5 million cash. AMG CAPITAL: Fitch Hikes Trust Preferred Securities Rating to BB ---------------------------------------------------------------- Fitch Ratings has completed a peer review of four rated traditional investment managers (IMs), resulting in an upgrade of the Long-term Issuer Default Ratings (IDR) of Affiliated Managers Group, Inc. (AMG) to 'BBB' from 'BBB-' and an affirmation of the Long-term IDRs of AllianceBernstein L.P. (AB) at 'A+', Invesco Ltd. (IVZ) at 'A-', Aberdeen Asset Management PLC (AAM) at 'A-', and Schroders Plc (Schroders) at 'A+'. The Rating Outlook for all IMs is Stable. Company-specific rating rationales are described below, and a full list of rating actions is provided at the end of this release. Fitch's Outlook on the traditional investment management space remains Stable. Investment performance at the fund levels have stabilized for the time being as global equity markets continue to rally. However, firms in this space will continue to remain sensitive to trends in the stock market as well as the broader global market for financial assets. IM's with higher concentration to liquidity products will remain sensitive to proposed money market funds regulation. Fitch views diverse and balanced product offerings as a primary means to manage flows and fees across cycles. Investors have continued to gravitate towards products that offer yield stability as opposed to relative performance, resulting in low-cost fixed income and passive products gaining market share from traditional equity and active products. Fitch expects this to change gradually, with increasing allocation to equities as institutional investors look to manage their growing liabilities (underfunded pensions plans) in a low interest rate environment. While the increased yield and relative stability of certain fixed income offerings may be more attractive to certain investors at present, such funds may leave investors exposed to interest rate risk in a rising interest rate environment and could lead to redemptions and potential reputational risk for IMs. Competition is expected to increase as banks pressured by regulation increase their focus on their investment management segment due to the low capital-high return nature of the IM business. Increased competition may further compress operating margins, as fees continue to tighten due to post-crisis performance challenges and the general shift to passive strategies. On average, industry profitability is still below pre- crisis levels. Still, overall operating margins have stabilized as most IMs have significantly streamlined their operational expense base. Fitch believes this creates positive operating leverage for IMs (particularly those with equity market exposure) with the expected asset allocation shift to equities. Leverage and interest coverage metrics have strengthened as most IMs have either repaid or refinanced debt issued during the crisis to support fund/performance related issues. Liquidity, including cash and unused borrowing capacity, continues to be high due to uncertain economic conditions. Affiliated Managers Group KEY RATING DRIVERS The upgrade of AMG's long-term IDR to 'BBB' from 'BBB-' reflects AMG's improved financial profile, which includes strong cash flow generation, greater funding diversification, lower leverage and stronger interest coverage, as well as management's commitment to lower leverage than historically, at up to 2.5 times (x). AMG has demonstrated increased scale in the investment management space, solid investment performance and robust fund inflows at affiliates, and the ability to quickly de-lever following an acquisition. Ratings take into account AMG's highly acquisitive business model and its concentration in equities which is relatively more volatile. AMG's various affiliates have generated strong investment performance resulting in strong inflows, albeit concentrated in the equity asset class, which has provided AMG with a diversified and stable stream of cash flows. Assets under management (AUM) at affiliates reached a record level of $462.5 billion at the end of first quarter (1Q'13), an increase of 41% from $327.5 billion at year-end 2011, driven by $42.0 billion in net inflows and $28.0 billion in acquisitions. The company generated a record $12.0 billion in net inflows in 1Q'13, which was the twelfth consecutive quarter of positive flows. Fitch believes AMG is well positioned for any broad rotation or allocation to risk assets such as domestic equities. Since inception, AMG has chosen to reinvest its excess cash flows into making accretive investments in affiliates versus dividends or large share repurchases, which is positive for its credit profile. This strategy has resulted in robust and incremental cash flow generation. EBITDA, adjusted for non-cash compensation and non-recurring expenses, increased 26% to $659.3 million for trailing 12-month (TTM) 1Q'13, from $524.2 million at year-end 2011. Furthermore, AMG's unique revenue-sharing agreement with its affiliates protects the company against material earnings compression during periods of market stress. Fitch calculated leverage, measured as gross debt to TTM adjusted EBITDA, was 2.0x at 1Q'13, down from 2.1x at YE11 and 3.0x at YE10, despite three acquisitions in 2012. Interest coverage, adjusted for non-cash items, strengthened to 8.3x in TTM 1Q'13, from 8.0x at YE11 and 7.3x at YE10. Current leverage is below management's articulated leverage target of up to 2.5x, and Fitch expects management to operate with a healthy leverage cushion to factor in any new acquisitions or absorb any unexpected material decline in equity markets. AMG has also taken steps to diversify and simplify its funding structure. In 2012, AMG accessed the public unsecured debt markets for the first time issuing $200 million 6.375% 30 year notes (five-year non-call) in 3Q'12, and $140 million 5.25% 10- year notes (three year non-call) in 4Q'12, to retail investors. In April 2013, AMG expanded its unsecured revolving credit facility (revolver) to $1.25 billion, from the previous size of $1.075 billion. The pricing on the revolver is currently LIBOR plus 150 basis points from the previous 200 basis points. The revolver has a five year maturity (April 2018), and as of April 30, 2013 had $100 million in borrowings outstanding, leaving ample liquidity in place for future acquisitions and/or a potential takeout of its $460 million in convertibles notes which are putable/callable on Aug. 15, 2013. Rating Sensitivities The Stable Outlook reflects Fitch's expectations that AMG will remain disciplined in its future acquisition strategy in regards to pricing multiples and transaction size. Aggressive acquisitions funded by increased debt levels, deterioration in leverage or interest coverage ratios, continued investment performance at major affiliates, significant increase in equity puts by affiliates leading to liquidity issues and/or unexpected operational losses or significant net outflows could lead to negative rating action. Scope for positive rating action, although limited in the near term, will be driven by sustained improvement in leverage and interest coverage metrics, while maintaining solid investment performance at the affiliate level. AllianceBernstein L.P. Key Rating Drivers The affirmation of AB's long-term IDR at 'A+' reflects its low financial leverage, solid interest coverage, stabilizing asset flows and operating margins, and its relationship with its majority owner, AXA, S.A. Ratings also factor in AB's AUM sensitivity to broader financial markets, relatively weaker investment performance and flows in the equity asset class, and peer and industry lagging asset flows and margins. Despite operational pressures, AB's management has remained committed to using minimal amounts of financial leverage. Fitch believes that since the IM business inherently carries a high degree of operational leverage, low debt usage offers significant financial flexibility to AB and offers good downside protection to its creditors. Fitch calculated leverage was low at 0.65x for TTM ending 1Q13 and interest coverage was a solid 163.7x, underpinning the current ratings. AB has largely lagged industry peers in terms of AUM flows, revenue growth, and operating margins given its historically active equity strategy which the firm has been rebalancing with active fixed income and passive equity strategies. Total AUM increased to $443 billion in 1Q'13, up 9% from $406 billion at year-end 2011 driven primarily by market appreciation. Positively, after experiencing negative asset outflows for 19 consecutive quarters (approximately $250 billion), AB experienced modest asset inflow for the first time in 4Q'12 ($5.0 billion), which continued in 1Q'13 ($2.6 billion). Fitch expects modest improvement in AUM flows driven by AB's stellar fixed income performance, and improved investment performance in passive equity strategies, offset by continued outflows in active equity strategies. Fitch expects to see continued fee pressure until flows return into actively managed equities because fee realization is relatively lower in actively managed fixed income and passively managed equities compared to actively managed equities. AB has responded to revenue pressure by aggressively rationalizing its operating base. Adjusted operating margins increased to 21.9% in 1Q'13 from 18.0% in 1Q'12, but still considerably lag historical levels and industry peers. Material improvement in margins will depend on top line revenue growth. Fitch notes that AB's asset mix has a high exposure to fixed income assets which exposes these assets to interest rate risk as significant increases in interest rates, which cannot be ruled out over the next few years, would result in a sharp decline in prices, potentially leading to investor redemptions. However, Fitch notes that not all fixed income is equal, and AB's fixed income products are diversified across various strategies with global strategies, emerging market debt and municipals accounting for a major portion of fixed income AUM, which tends to have lower or negative correlation to core fixed income products. Fitch also notes that AB has increased its seed capital investments over the recent years to support new product development. The seed investment balance declined slightly to $494 million in 1Q'13, from $540 million in 1Q'12, and accounted for 61% of AB's tangible equity. Although two thirds of the exposure is at least partially hedged, the fair valuing of these investments results in some volatility to earnings. Material growth in seed investments beyond current levels could pressure ratings. Rating Sensitivities The Stable Outlook reflects Fitch's expectation that the company will continue to improve AUM flows, generate consistent investment performance in active equity strategies, and strengthen operating margins without materially increasing investment risk or balance sheet leverage. Ratings could come under pressure if AUM levels drop below $375 billion due to client outflows or negative investment performance, leverage increases above 1.0x, or seed capital investments increase materially from current levels. There is limited upside potential for the ratings, given AB' current high ratings, and the sensitivity of its AUM, earnings, and cash flow to global financial market trends. Invesco Ltd. Key Rating Drivers The affirmation of IVZ's 'A-' Long-term IDR reflects strong operating performance, continued AUM growth, improved debt service coverage and a low-risk balance sheet. These strengths are offset by higher leverage levels relative to peers, a historical track record of acquisitions, which if continued in the future, could cause leverage levels to temporarily increase further and moderate exposure to the money market fund business, which is subject to current regulatory scrutiny. Fitch believes the company will focus on organic growth and building cash on the balance sheet while keeping leverage at or below current levels. IVZ's AUM continues to grow due to both good market performance and positive net flows. AUM as of April 30, 2013 were $748.5 billion, an 8.8% increase from YE12. IVZ has recorded positive long-term fund flows in each of the last two years and in the first quarter of 2013. The $687.7 billion of AUM at YE12 was a 10% year over year increase from YE11. Year to date, IVZ has experienced growth across all product categories, including 9.9% growth in equity product AUM. Operating margins remain strong largely due to AUM growth. The adjusted operating margin declined to 35.3% in FY12 compared to 36.9% in FY11, with the decrease primarily due to higher compensation expense which exceeded revenue growth in FY12. The adjusted operating margin increased to 38.4% in 1Q'13 and margins are expected by Fitch to continue to improve as the company is targeting 40% margins this year. Leverage, as measured by debt-to-adjusted TTM EBITDA was 1.22(x) at 1Q'13, an increase from 0.99x at YE12 and 1.03(x) at YE11. The increase was due to a net draw on the company's revolving credit facility which was used to fund annual bonus payments made during the first quarter. Fitch believes IVZ's leverage is appropriate for a company in its rating category. Strong operating performance and lower interest expense have led to an improvement in interest coverage which was 26.3(x) at 1Q'13, compared to 20.9(x) at YE11. IVZ is well within its covenants on both its leverage and interest coverage measures. Rating Sensitivities Continued progress in expanding the franchise, the demonstration of limited acquisition activity, as well as a further reduction in leverage and improvement in debt service coverage could provide upward ratings momentum. Conversely, ratings could come under pressure should there be a severe and prolonged decline in equity markets, a large acquisition that impacts leverage, unexpected operational losses or significant net redemptions. Aberdeen Asset Management PLC Key Rating Drivers AAM's IDRs reflect its profile and track record as a traditional asset manager. They benefit from the high cash generation typical of its industry but are also exposed to the risks common to its peer group, notably the sensitivity of AUM, and consequently earnings, to market levels, and operational and reputational risks. AUM growth in the six months to end-March 2013 was a strong 13.4%. AAM has grown into its present global position via successfully integrated acquisitions, which contributed to higher earnings and increased geographic and product diversification. However, AAM's IDRs also reflect its relatively lower product diversification than some of its peers, as well as its acquisitive nature. Equity fund products contributed 58% of AUM at end-March 2013, with three fund groups together accounting for most of this. Fitch views this focus on a fairly concentrated and potentially correlated product range as potentially leaving earnings vulnerable if performance deteriorated. Equities fund performance has been consistently strong, with strong net inflows. As a result, AAM was highly profitable in recent years as management fee margins widened, also due to a changing AUM mix between and within product groups. The group's EBITDA margin reached 49% in FY12 and H113, which compares well with that of many other traditional asset managers. AAM's balance sheet is strong, with only very modest investment risk and a cash surplus. Leverage has been consistently low in recent years, with adjusted debt/EBITDA for the 12 months to end- March 2013 at 0.3x, supporting the ratings. EBITDA interest coverage is strong, at around 19x at end-March 2013. AAM issued USD500 million of Perpetual Capital Notes on 1st March 2013, which receive 50% equity credit under Fitch's criteria. Fitch notes that AAM has improved its capital position since the financial crisis as reflected by positive tangible capital. Rating Sensitivities The company's IDRs are sensitive to a change in AUM levels and balance sheet discipline. They could be upgraded if there is a demonstrable increase in diversification away from the three key fund groups and a broadened client base and/or further improvement in the net cash balance. The ratings could be downgraded if there is a substantial and sustained increase in leverage, material reputational damage, a sustained deterioration of fund performance or significant AUM net outflows. The rating of the subordinated perpetual cumulative notes is sensitive to any changes in the long-term IDR. Schroders Plc Key Rating Drivers Schroders' IDRs reflect its well-diversified and strong franchise and sound, if volatile, profitability and cash generation in the context of its low overall leverage. Schroders has a very liquid balance sheet, with cash and cash equivalents representing 48% of total assets at end-2012. It also has substantial capital resources (consolidated tangible equity/assets excluding insurance of around 36%) and no debt. Its private banking subsidiaries are strongly capitalized and have low overall credit and liquidity risk profiles. Profits stalled in 2012 despite strong AUM inflows (GBP9.4 billion) because net new business was primarily generated through lower margin institutional AUM and markets volatility in 2011 impacted fees paid in 2012. However, H113 is seeing very strong inflows from retail investors, and Fitch expects margins to stabilize and profits to increase in 2013. Profitability remains highly correlated with the state of financial markets. However, Schroders' diversified AUM mix and its conservative reputation may limit AUM outflows in a stress situation. Schroders announced the GBP424 million acquisition of Cazenove Capital, a UK-based wealth management group, in early 2013. Fitch does not view the acquisition as transformational but thinks it should bring scale to its private banking business, which was hit by the difficult UK economic environment, as well as low net interest margin and customer trading in 2012. The group also took a 25% stake in India-based Axis Asset Management and announced the acquisition of US-based STW Fixed Income Management in 2012. The acquisitions were funded through the group's growing cash portion of its investment capital portfolio and cash positions are expected by Fitch to be refilled in the near term. Rating Sensitivities There is limited upside potential for the ratings, given Schroders' current high ratings, its focused business profile and size. Downward pressure could arise from a substantial and sustained increase in leverage or decrease in liquidity, material reputational damage, sustained weakening of performance or notable AuM net outflows. Fitch has upgraded the following: Affiliated Managers Group, Inc. -- Long-term IDR to 'BBB' from 'BBB-'; -- Senior bank credit facility to 'BBB' from 'BBB-'; -- Senior convertible notes to 'BBB' from 'BBB-'; -- Senior unsecured notes to 'BBB' from 'BBB-'. AMG Capital Trust I AMG Capital Trust II -- Trust preferred securities to 'BB' from 'BB-'. Fitch has affirmed the following: AllianceBernstein L.P. -- Long-term IDR at 'A+'; -- Short-term IDR at 'F1'; -- Short-term debt at 'F1'. Invesco Ltd. -- Long-term IDR at `A-'; -- Senior unsecured debt at `A-'. Invesco Finance PLC -- Long-term IDR at 'A-'; -- Senior unsecured debt at 'A-' Aberdeen Asset Management PLC -- Long-Term IDR at 'A-'; -- Short-Term IDR at 'F2' -- Subordinated Perpetual Cumulative Notes at 'BBB-' Schroders Plc -- Long-Term IDR at 'A+'; -- Short-Term IDR at 'F1' The Rating Outlook is Stable. APPLIED DNA: Has Lease Agreement with LIHTI ------------------------------------------- Applied DNA Sciences, Inc., as tenant, entered into a lease with Long Island High Technology Incubator, Inc., as landlord, with respect to 50 Health Sciences Drive, Stony Brook, NY, a 30,000 rentable square foot building located on the campus of the State University of New York at Stony Brook. The term of the lease commenced on June 15, 2013, and expires May 31, 2016. The Company has the option to extend the lease term for two additional three-year periods. The base rent during the initial lease term is $449,142 per annum. At the commencement of each renewal term, the base rent would be subject to a Consumer Price Index increase reflecting the CPI increase, if any, that occurred since the commencement of the lease term. The Company is required to pay for ordinary Premises operating expenses, but not real estate taxes with respect thereto. Furthermore, pursuant to the lease, LIHTI, at its sole cost and expense, is responsible for maintaining and replacing the structural elements of the Premises, including the installation of a new roof within the next 12 months, and has expressly agreed to replace the HVAC systems and all equipment and fixtures located outside the Premises, but serving the Premises, at the end of their useful lives. As required under the lease, the Company will deliver a $50,000 lease security deposit to LIHTI. The Premises replace a lesser amount of space, leased by the Company from LIHTI in an adjacent building located at 25 Health Sciences Drive, Stony Brook, NY. About Applied DNA Stony Brook, N.Y.-based Applied DNA Sciences, Inc., is principally devoted to developing DNA embedded biotechnology security solutions in the United States. The Company's shares of common stock are quoted on the OTC Bulletin Board under the symbol "APDN." Applied DNA incurred a net loss of $7.15 million for the year ended Sept. 30, 2012, compared with a net loss of $10.51 million for the year ended Sept. 30, 2011. The Company's balance sheet at March 31, 2013, showed $5.07 million in total assets, $8.84 million in total liabilities and a $3.77 million total stockholders' deficit. ARMORWORKS ENTERPRISES: Case Summary & Creditors List ----------------------------------------------------- Debtor: Armorworks Enterprises, LLC dba Armorworks 305 N. 54th Street Chandler, AZ 85226 Bankruptcy Case No.: 13-10332 Chapter 11 Petition Date: June 17, 2013 Court: U.S. Bankruptcy Court District of Arizona (Phoenix) Judge: Brenda Moody Whinery Debtor's Counsel: Todd A. Burgess, Esq. GALLAGHER & KENNEDY, P.A. 2575 E. Camelback Road, #1100 Phoenix, AZ 85016 Tel: (602) 530-8050 E-mail: todd.burgess@gknet.com Scheduled Assets: $38,004,130 Scheduled Liabilities: $27,225,126 The petition was signed by William J. Perciballi, manager. Debtor's List of Its 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ North 54th Street Venture, LLC Lease $1,671,450 165 S. Union Boulevard, #510 Denver, CO 80228 Fennemore Craig, P.C. -- $257,119 3003 N. Central Avenue, #2600 Phoenix, AZ 85012-2913 Sekri Industries -- $163,643 1205 West Cumberland Gap Parkway Corbin, KY 40701 Barrday -- $158,302 Morgan & AM&T -- $100,000 Blue Cross Blue Shield Of Arizona -- $82,405 Arnold & Porter, LLP -- $81,912 Industrie Bitossi S.P.A. -- $68,900 CBIZ MHM, LLC -- $58,000 Aptean -- $53,750 Duro Industries -- $47,474 Distribution by Air, Inc. -- $45,883 Point Blank Body Armor, Inc. -- $44,046 Coorstek -- $40,777 Trelleborg Orkot Composites -- $40,354 HISCO -- $35,205 American Express Loan #027619 -- $34,757 UC Regents -- $33,399 Cohen Kennedy -- $32,233 John Standridge -- $32,000 AS SEEN ON TV: Cancels Marketing Agreement with Presser ------------------------------------------------------- TVGoods, Inc., a wholly owned subsidiary of As Seen On TV, Inc., entered into a Termination Agreement with Presser Direct, LLC, under which it terminated a Purchasing and Marketing Agreement with Presser dated March 7, 2012, relating to the manufacture, marketing, sale and distribution of the SeasonAire heater and related product lines. Under the Termination Agreement, TVG agreed to pay approximately $309,000 in respect of previously purchased inventory and approximately $146,000 attributable to royalty payments under the P & M Agreement, of which $65,000 was to be held in escrow pending delivery of replacements for damaged or defective Products previously sold by TVG. TVG also agreed to transfer title to certain assets relating to the Products, including infomercials and intellectual property, to Presser. Presser agreed to pay TVG $50,000 for existing Product inventory, to assume obligations to make all royalty payments relating to Product sales after July 31, 2013 and to assume all liabilities relating to the Products after June 13, 2013, except for certain warranty obligations relating to Products sold prior to that date. TVG and Presser released each other from all obligations under the P & M Agreement, so that the only surviving obligations were those arising under the Agreement. About As Seen on TV Clearwater, Fla.-based As Seen On TV, Inc., is a direct response marketing company. It identifies, develops, and markets consumer products. The Company reported a net loss of $8.07 million for the year ended March 31, 2012, compared with a net loss of $6.97 million during the prior fiscal year. The Company's balance sheet at Sept. 30, 2012, showed $9.74 million in total assets, $23.42 million in total liabilities and a $13.68 million total stockholders' deficiency. As reported by the TCR on Nov. 6, 2012, As Seen On TV entered into an Agreement and Plan of Merger with eDiets Acquisition Company ("Merger Sub"), eDiets.com, Inc., and certain other individuals. Pursuant to the Merger Agreement, Merger Sub will merge with and into eDiets.com, and eDiets.com will continue as the surviving corporation and a wholly-owned subsidiary of the Company. AS SEEN ON TV: G-Unit Brands Held 2% Equity Stake in 2011 --------------------------------------------------------- In an amended Schedule 13D filing with the U.S. Securities and Exchange Commission, G-Unit Brands, Inc., and Curtis J. Jackson, III, disclosed that, as of Oct. 27, 2011, they beneficially owned 1,500,000 shares of common stock of As Seen on TV, Inc., representing 2.10 percent of the shares outstanding. A copy of the regulatory filing is available at http://is.gd/qYUE9E About As Seen on TV Clearwater, Fla.-based As Seen On TV, Inc., is a direct response marketing company. It identifies, develops, and markets consumer products. The Company reported a net loss of $8.07 million for the year ended March 31, 2012, compared with a net loss of $6.97 million during the prior fiscal year. The Company's balance sheet at Sept. 30, 2012, showed $9.74 million in total assets, $23.42 million in total liabilities and a $13.68 million total stockholders' deficiency. As reported by the TCR on Nov. 6, 2012, As Seen On TV entered into an Agreement and Plan of Merger with eDiets Acquisition Company ("Merger Sub"), eDiets.com, Inc., and certain other individuals. Pursuant to the Merger Agreement, Merger Sub will merge with and into eDiets.com, and eDiets.com will continue as the surviving corporation and a wholly-owned subsidiary of the Company. ASPECT SOFTWARE: S&P Affirms 'B-' CCR & Rates $85MM Loan 'B' ------------------------------------------------------------ Standard & Poor's Ratings Services affirmed its 'B-' corporate credit rating on Chelmsford, Mass.-based Aspect Software Inc. The outlook is stable. S&P also assigned a 'B' issue-level rating with a recovery rating of '2' to the company's $85 million delayed-draw first-lien loan. The '2' recovery rating indicates S&P's expectation for substantial (70% to 90%) recovery for lenders in the event of payment default. In addition, S&P affirmed its 'B' issue-level rating on the company's existing $403 million (the amount outstanding as of May 31) first-lien term loan. The recovery rating is unchanged at '2', indicating S&P's expectation for substantial (70% to 90%) recovery for lenders in the event of payment default. S&P also affirmed its 'CCC+' issue-level rating on the company's existing $295 million second-lien notes. The recovery rating on this debt is unchanged at '5', indicating S&P's expectation for modest (10% to 30%) recovery for lenders in the event of payment default. The company will use the proceeds to finance a future acquisition. As a result, pro forma leverage will increase to 7.5x (assuming that the delayed-draw term loan is fully drawn) from 7.1x as of March 2013. "The rating on Aspect reflects its 'weak' business risk profile, characterized by its sequential revenue declines and diminished profitability, as well as its operations in the highly competitive contact-center industry and its 'highly leveraged' financial risk profile," said Standard & Poor's credit analyst Katarzyna Nolan. These factors are partially offset by the company's significant recurring revenue base, leading position in work force management market, recent restructuring efforts and strategic initiatives, and positive free operating cash flow. Aspect is a global provider of customer contact, workforce optimization, and back-office applications. The company's last- 12-months-ended March 2013 revenues declined by approximately 14.4% year-over-year to $432.6 million. Quarterly revenues declined year-over-year for the past six quarters. The decline primarily reflects softness in corporate spending, which slowed the adoption of Unified IP and workforce optimization products and contributed to a decline in maintenance revenue. The stable outlook reflects S&P's expectation that operating trends will stabilize and that the company will maintain adequate liquidity, including covenant headroom in excess of 10% over the next year. S&P could lower the rating if a continuing decline in Aspect's revenues and EBITDA results in materially diminished liquidity or a decline in covenant headroom to below 10%. Although S&P considers it unlikely in the near term, it could raise the ratings if the company demonstrates the ability to sustain organic revenue and EBITDA growth, leading to reduction in leverage to the 6x area. ATLANTIC COAST: CFO to Serve Interim President and CEO ------------------------------------------------------ The Board of Directors of Atlantic Coast Financial Corporation and the Board of Directors of Atlantic Coast Bank appointed Chief Financial Officer, Thomas B. Wagers, Sr., age 56, Interim President and Chief Executive Officer of the Company and the Bank, effective July 1, 2013. The appointment remains subject to the regulatory approval of the Federal Reserve Bank of Atlanta and the Office of the Comptroller of the Currency. Mr. Wagers has served as the Chief Financial Officer of the Company and the Bank since May 2009. He previously served as the Chief Operating Officer of the Bank from December 2006 to May 2009. Mr. Wagers has over 20 years of banking experience. Three Directors Quit Directors Charles E. Martin, Jr., Forrest W. Sweat, Jr., and Thomas F. Beeckler informed the Board of Directors of Atlantic Coast and the Board of Directors of the Bank that they will not stand for re-election at the next annual meeting of stockholders of the Company and the Bank. On June 17, 2013, Thomas Frankland informed the Board of Directors of the Company and the Board of Directors of the Bank that he is resigning his positions as President, Chief Executive Officer and Director of the Company and as Chairman of the Board, President, Chief Executive Officer and Director of the Bank, effective July 1, 2013. The Board of Directors of the Company will immediately begin a search for a permanent President and Chief Executive Officer for the Company and the Bank. The Company will hold its annual meeting of stockholders on Aug. 16, 2013, and will consider the election of new directors to the Company's Board. The Governance/Nominating Committee of the Company has nominated John J. Dolan, Kevin G. Champagne and Dave Bhasin for election to the Board of Directors of the Company for a three year term expiring at the annual meeting of stockholders in 2016. Mr. Dolan was formerly Chief Executive Officer, Chief Financial Officer and director of First Commonwealth Financial Corporation, the bank holding company and parent corporation of First Commonwealth Bank. Mr. Champagne was formerly President and Chief Executive Officer of Seacoast Financial Services Corporation, parent company of Compass Bank for Savings. Following Seacoast's acquisition by Sovereign Bancorp, Mr. Champagne served on Sovereign Bank's Board of Directors until 2007. Mr. Bhasin is the Chief Executive Officer of D.B. Concepts, a company which operates franchised restaurants in eastern Pennsylvania. The three nominees were proposed by directors Jay Sidhu and Bhanu Choudhrie in a letter to the Board of Directors of the Company received on Feb. 13, 2013. The three nominees will be reviewed by the Federal Reserve Bank of Atlanta in accordance with applicable Federal Reserve Board regulations in order to serve on the Company's Board. In a separate regulatory filing with the SEC, Messrs. Sidhu and Choudhrie disclosed that they intend to vote in favor of the election of the Nominees. A copy of the regulatory filing is available at http://is.gd/XJoDUX About Atlantic Coast Jacksonville, Florida-based Atlantic Coast Financial Corporation is the holding company for Atlantic Coast Bank, a federally chartered and insured stock savings bank. It is a community- oriented financial institution serving northeastern Florida and southeastern Georgia markets through 12 locations, with a focus on the Jacksonville metropolitan area. The Company reported a net loss of $6.66 million on $33.50 million of total interest and dividend income for the year ended Dec. 31, 2012, as compared with a net loss of $10.28 million on $38.28 million of total interest and dividend income in 2011. The Company's balance sheet at March 31, 2013, showed $747.57 million in total assets, $710.23 million in total liabilities and $37.34 million in total stockholders' equity. McGladrey LLP, in Jacksonville, Florida, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2012. The independent auditors noted that the Company has suffered recurring losses from operations that have adversely impacted capital at Atlantic Coast Bank. The failure to comply with the regulatory consent order may result in Atlantic Coast Bank being deemed undercapitalized for purposes of the consent order and additional corrective actions being imposed that could adversely impact the Company's operations. This raises substantial doubt about the Company's ability to continue as a going concern. ATP OIL & GAS: Lenders Sweeten Offer With $1.8M Additional Cash --------------------------------------------------------------- Peg Brickley writing for Dow Jones' DBR Small Cap reports that ATP Oil & Gas Corp. has overcome some opposition to the proposed sale of its deep-water drilling assets to its lenders, with a deal that provides $1.8 million to cover the costs of wrapping up the company's bankruptcy case. About ATP Oil & Gas Houston, Tex.-based ATP Oil & Gas Corporation is an international offshore oil and gas development and production company focused in the Gulf of Mexico, Mediterranean Sea and North Sea. ATP Oil & Gas filed a Chapter 11 petition (Bankr. S.D. Tex. Case No. 12-36187) on Aug. 17, 2012. Attorneys at Mayer Brown LLP, serve as bankruptcy counsel. Munsch Hardt Kopf & Harr, P.C., is the conflicts counsel. Opportune LLP is the financial advisor and Jefferies & Company is the investment banker. Kurtzman Carson Consultants LLC is the claims and notice agent. ATP disclosed assets of $3.6 billion and $3.5 billion of liabilities as of March 31, 2012. Debt includes $365 million on a first-lien loan where Credit Suisse AG serves as agent. There is $1.5 billion on second-lien notes with Bank of New York Mellon Trust Co. as agent. ATP's other debt includes $35 million on convertible notes and $23.4 million owing to third parties for their shares of production revenue. Trade suppliers have claims for $147 million, ATP said in a court filing. An official committee of unsecured creditors has been appointed in the case. Evan R. Fleck, Esq., at Milbank, Tweed, Hadley & McCloy, in New York, represents the Creditors Committee as counsel. A seven-member panel of equity security holders has also been appointed in the case. Kyung S. Lee, Esq., and Charles M. Rubio, Esq., at Diamond McCarthy LLP, in Houston, Texas, serve as counsel to the Equity Committee. AZTEC RENTALS: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------ Debtor: Aztec Rentals of San Antonio, Inc. 3439 Roosevelt Avenue San Antonio, TX 78214 Bankruptcy Case No.: 13-51604 Chapter 11 Petition Date: June 17, 2013 Court: U.S. Bankruptcy Court Western District of Texas (San Antonio) Judge: Ronald B. King Debtor's Counsel: James Samuel Wilkins, Esq. WILLIS & WILKINS, LLP 100 W. Houston Street, Suite 1275 San Antonio, TX 78205 Tel: (210) 271-9212 Fax: (210) 271-9389 E-mail: jwilkins@stic.net Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 A copy of the Company's list of its 20 largest unsecured creditors filed with the petition is available for free at: http://bankrupt.com/misc/txwb13-51604.pdf The petition was signed by Douglas H. Raney, president. BANK OF LOUISVILLE: Voluntary Chapter 11 Case Summary ----------------------------------------------------- Debtor: Bank of Louisville Building, LLC 800 South Fourth Avenue, Suite 509 Louisville, KY 40203 Bankruptcy Case No.: 13-32429 Chapter 11 Petition Date: June 17, 2013 Court: U.S. Bankruptcy Court Western District of Kentucky (Louisville) Judge: Joan A. Lloyd Debtor's Counsel: Matthew J. Golden, Esq. NABER JOYNER & ASSOCIATES Meidinger Tower, Suite 1730 462 South Fourth Avenue Louisville, KY 40202 Tel: (502) 583-3081 Fax: (502) 583-2418 E-mail: matt@naberlaw.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 The Company did not file a list of creditors together with its petition. The petition was signed by Leon Petcov, member. BERKLEY TRACE: Case Summary & 4 Unsecured Creditors --------------------------------------------------- Debtor: Berkley Trace, L.L.C. 1339 Stallion Drive Loxahatchee, FL 33470 Bankruptcy Case No.: 13-20381 Chapter 11 Petition Date: June 17, 2013 Court: U.S. Bankruptcy Court District of Maryland (Baltimore) Debtor's Counsel: Ronald J. Drescher, Esq. DRESCHER & ASSOCIATES 4 Reservoir Circle, Suite 107 Baltimore, MD 21208 Tel: (410) 484-9000 E-mail: ecfdrescherlaw@gmail.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 A copy of the Company's list of its four unsecured creditors filed with the petition is available for free at: http://bankrupt.com/misc/mdb13-20381.pdf The petition was signed by Angelo R. Giudice, general partner of Giudice Parent Company, LP, member. BERNARD L. MADOFF: Banks Use pari delicto in Win vs. Trustee ------------------------------------------------------------ Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that in a 60-page opinion on June 20, the U.S. Court of Appeals in Manhattan ruled that the trustee for Bernard L. Madoff Investment Securities Inc. was tainted with the fraud committed by Bernard Madoff himself, so is barred from suing banks even if they aided the Ponzi scheme. The report recounts that Madoff trustee Irving Picard sued banks including HSBC Holdings Plc, JPMorgan Chase & Co., UBS AG and UniCredit SpA. The banks persuaded two different federal district judges in New York to dismiss the lawsuits, on the theory that Mr. Picard steps into the shoes of Madoff and has no more right to sue than Madoff himself. The banks won by invoking a legal principal called in pari delicto. Created by judges hundreds of years ago, it means that "one wrongdoer may not recover against another," to use the words of Chief Judge Dennis Jacobs in his opinion June 20 for the three- judge panel on the Second Circuit Court of Appeals. The report relates that applying the theory against the trustee, Judge Jacobs said "Picard stands in the shoes of Madoff and may not assert claims against third parties for participating in a fraud that Madoff orchestrated." The in pari delicto rule "is one of the most insidious doctrines in bankruptcy," according to Nancy B. Rapoport, acting dean at the University of Nevada Las Vegas Law School. "It punishes the most innocent -- the creditors and the trustee himself." Ms. Rapoport, an expert on ethics in bankruptcy, said, "It's time for courts or Congress to make it clear that an innocent trustee can do exactly what he's supposed to do -- generate the maximum recovery for creditors, without being blamed for the fraud." The report says that Mr. Picard espoused several theories to circumvent the in pari delicto defense. Judge Jacobs rejected them all. Judge Jacobs ruled Mr. Picard cannot sue on behalf of Madoff customers because "federal bankruptcy law does not empower a trustee to collect money owed to creditors." Judge Jacobs similarly rejected a theory that the trustee of a defunct brokerage is a different ilk and has the right under the Securities Investor Protection Act to assert claims belonging to creditors. The chief judge ruled that a trustee under SIPA has power to sue no greater than an ordinary bankruptcy trustee. The report shares that Judge Jacobs ended his opinion by conceding there are "no doubt" advantages if Mr. Picard could sue on behalf of all customers. Nonetheless, Judge Jacobs said "equity has its limits; it may fill gaps in a statute, but it should not be used to enlarge substantive rights and powers." The loss on appeal dims if not extinguishes Mr. Picard's hopes of resurrecting $30.6 billion in lawsuits against financial institutions. The loss also means customers are unlikely to be paid in full for their claims totaling $17.3 billion. "The decision will send shock waves to Madoff victims who were hoping that a favorable decision would add billions for distribution to many victims," said Jerry Reisman, a lawyer from Garden City, New York, who represents Madoff customers. The report relays that Atty. Reisman said the decision "indirectly allows the victims to directly sue third parties to recover from Madoff wrongdoers." Mr. Picard is reviewing the decision, spokeswoman Amanda Remus said in an e-mailed statement. The Securities Investor Protection Corp. didn't respond to a call asking if there would be a further appeal. Mr. Picard and SIPC can ask for rehearing before all actives judges on the Court of Appeals. Or, they can file a petition for certiorari, asking the U.S. Supreme Court to allow a final appeal. The report notes that the New York appeals court isn't alone in handing down opinions continuing to saddle trustees with fraudulent acts carried out by the companies they are liquidating. In a decision handed down in May in a case called Grayson, the U.S. Court of Appeals in Richmond, Virginia, made the in pari delicto defense applicable to a bankruptcy trustee. In April 2012 in a case called Peterson, the Court of Appeals in Chicago declined an invitation to exempt bankruptcy trustees from the bar on suits. From recoveries in other lawsuits coupled with money advanced by SIPC, Mr. Picard has been able to pay customers 53 percent of their claims. Max Stendahl of BankruptcyLaw360 reported that a landmark Second Circuit ruling barring Bernard Madoff's trustee from suing banks that allegedly aided the Ponzi scheme marked a signature victory for a group of law firms -- including Wachtell, Gibson Dunn, Cleary Gottlieb and Skadden -- that have labored over the complex $30 billion case for years. The appeals in the court of appeals with regard to HSBC, JPMorgan, and UBS are, respectively, 11-05175, 11-05044, and 11-05051, U.S. Court of Appeals for the Second Circuit (Manhattan). The HSBC suit in U.S. District Court is Picard v. HSBC Bank Plc, 11-763, U.S. District Court, Southern District of New York (Manhattan). The UBS suit in district court is Picard v. UBS AG, 11-04213, in the same court. The JPMorgan lawsuit in district court is Picard v. JPMorgan Chase & Co., 11-00913, in the same court. The JPMorgan lawsuit in bankruptcy court was Picard v. JPMorgan Chase & Co., 10-04932, U.S. Bankruptcy Court, Southern District of New York (Manhattan). About Bernard L. Madoff Bernard L. Madoff Investment Securities LLC and Bernard L. Madoff orchestrated the largest Ponzi scheme in history, with losses topping US$50 billion. On Dec. 15, 2008, the Honorable Louis A. Stanton of the U.S. District Court for the Southern District of New York granted the application of the Securities Investor Protection Corporation for a decree adjudicating that the customers of BLMIS are in need of the protection afforded by the Securities Investor Protection Act of 1970. The District Court's Protective Order (i) appointed Irving H. Picard, Esq., as trustee for the liquidation of BLMIS, (ii) appointed Baker & Hostetler LLP as his counsel, and (iii) removed the SIPA Liquidation proceeding to the Bankruptcy Court (Bankr. S.D.N.Y. Adv. Pro. No. 08-01789) (Lifland, J.). Mr. Picard has retained AlixPartners LLP as claims agent. On April 13, 2009, former BLMIS clients filed an involuntary Chapter 7 bankruptcy petition against Bernard Madoff (Bankr. S.D.N.Y. 09-11893). The case is before Hon. Burton Lifland. The petitioning creditors -- Blumenthal & Associates Florida General Partnership, Martin Rappaport Charitable Remainder Unitrust, Martin Rappaport, Marc Cherno, and Steven Morganstern -- assert US$64 million in claims against Mr. Madoff based on the balances contained in the last statements they got from BLMIS. On April 14, 2009, Grant Thornton UK LLP as receiver placed Madoff Securities International Limited in London under bankruptcy protection pursuant to Chapter 15 of the U.S. Bankruptcy Code (Bankr. S.D. Fla. 09-16751). The Chapter 15 case was later transferred to Manhattan. In June 2009, Judge Lifland approved the consolidation of the Madoff SIPA proceedings and the bankruptcy case. Judge Denny Chin of the U.S. District Court for the Southern District of New York on June 29, 2009, sentenced Mr. Madoff to 150 years of life imprisonment for defrauding investors in United States v. Madoff, No. 09-CR-213 (S.D.N.Y.). Mr. Picard has made three distributions, paying more than half of smaller claims in full and satisfying just over 50 percent of larger customer claims totaling more than $17 billion. BEXAR COUNTY: Moody's Confirms Ratings on $14.3 Million Bonds ------------------------------------------------------------- Moody's Investors Service has confirmed $12,965,000 of Bexar County Housing Finance Corporation's Multifamily Housing Revenue Bonds (Dymaxion & Marbach Park Apartments Project) Series 2000A at Ba3 and confirmed the B2 rating on the $1,315,000 of the 2000C Series upon receipt of audited financials and property information. This concludes Moody's review for downgrade initiated on March 20, 2013. Rating Rationale The rating confirmation is based on the project's improving, although weak, financial performance. The outlook is negative due to deteriorating occupancy levels and the current dispute over property tax exemption status. Strengths: - Bonds are secured by the revenues from two properties, instead of relying on revenues from one property to cover debt service on the bonds. Moody's views this diversification of revenues as a credit strength. - Senior Series A Debt Service Reserve Fund is fully funded and has never been tapped. Challenges: - Occupancy at the properties continues to be a challenge with levels falling to as low as 83% over the last 12 months resulting in flat rental income over the last 3 years. - The future performance of the properties remains linked to the strength of the San Antonio multifamily housing market. Strong market demand and high occupancy rates are necessary for the property to regain financial solvency. - The subordinate Series C Debt Service Reserve Fund, although currently funded, has been tapped in the past - Property tax dispute with Bexar County Appraisal District over exemption status could require significant tax repayment Outlook: The outlook on the bonds is negative given the weaker than anticipated financial performance and occupancy levels in combination with the current property tax dispute. What could change the rating UP?: - Significant improvement in debt service coverage levels. What could change the rating DOWN?: - Erosion of the debt service coverage ratio, particularly due to a decrease in occupancy or an increase in operating expenses. - Unfavorable resolution of property tax dispute requiring a significant contribution or tapping of funds. - Tapping of either debt service reserve fund. The principal methodology used in this rating was Global Housing Projects published in July 2010. BIOLIFE SOLUTIONS: Thomas Girschweiler Holds 24.7% Equity Stake --------------------------------------------------------------- In a Schedule 13D filing with the U.S. Securities and Exchange Commission, Thomas Girschweiler disclosed that, as of June 30, 2013, he beneficially owned 14,406,552 common shares, 3,000,000 warrants and 850,000 options aggregating 18,256,552 shares. The number of shares represents 24.7 percent of the shares outstanding. A copy of the regulatory filing is available at: http://is.gd/XzvJzk About BioLife Solutions Bothell, Washington-based BioLife Solutions, Inc., develops and markets patented hypothermic storage and cryo-preservation solutions for cells, tissues, and organs, and provides contracted research and development and consulting services related to optimization of biopreservation processes and protocols. BioLife Solutions disclosed a net loss of $1.65 million in 2012, as compared with a net loss of $1.95 million in 2011. The Company's balance sheet at March 31, 2013, showed $3.41 million in total assets, $15.81 million in total liabilities and a $12.40 million total shareholders' deficiency. BIRCH MOUNTAIN: SEC Revokes Registration of Securities ------------------------------------------------------ The U.S. Securities and Exchange Commission has revoked the registration of the securities of Birch Mountain Resources Ltd. based on the Company's repeated failure to file required periodic reports with the SEC. About Birch Mountain Resources Ltd. Headquartered in Calgary, Canada, Birch Mountain Resources Ltd. (TSX and AMEX: BMD) -- http://www.birchmountain.com/-- operates the Muskeg Valley Quarry, an early production stage limestone quarry that produces limestone aggregate products for sale to customers in the Athabasca Oil Sands region of northeastern Alberta. The company is engaged in the regulatory approval process for the Hammerstone Project which will expand the Muskeg Valley Quarry and add an integrated limestone processing complex to provide manufactured limestone-based products such as quicklime, as well as related environmental services such as spent lime re-calcining. Going Concern Doubt Birch Mountain Resources Ltd. disclosed in its report on Form 6-K which was filed with the U.S. Securities and Exchange Commission on May 20, 2008, that the company currently has insufficient revenue to meet its yearly operating and capital requirements. The company has incurred operating losses since its inception in 1995, and as of March 31, 2008, has an accumulated deficit of C$48.2 million. Losses are from costs incurred in the early operation and development of the Muskeg Valley Quarry and the Hammerstone Project, exploration of mineral opportunities and mineral technology research. Future operating losses may occur as a result of the continued operation of the Muskeg Valley Quarry and development of the Hammerstone Project. The company has a working capital balance at March 31, 2008, of C$2.1 million, a decrease of approximately C$5.5 million from Dec. 31, 2007. The company has formally engaged RBC Capital Markets to assist in the evaluation of strategic alternatives, which includes discussing debt and equity strategies for its immediate and medium term capital needs. To the extent the company raises additional capital by issuing equity or convertible debt securities, ownership dilution to shareholders will result. The company believes these factors raise substantial doubt about the company's ability to continue as a going concern. As reported by the TCR on Nov. 7, 2008, pursuant to the Bankruptcy and Insolvency Act (Canada), PricewaterhouseCoopers Inc. was appointed interim Receiver and Receiver and Manager, of all of the corporation's current and future assets, undertakings and properties of every nature and kind. BON-TON STORES: Shareholders Elect Seven Directors -------------------------------------------------- The Bon-Ton Stores, Inc., held its annual meeting of shareholders on June 18, 2013, at which the shareholders elected Lucinda M. Baier, Philip M. Browne, Michael L. Gleim, Tim Grumbacher, Brendan L. Hoffman, Todd C. McCarty and Jeffrey B. Sherman as directors to hold office until the 2014 Annual Meeting of Shareholders and until their respective successors have been elected. The shareholders approved, on an advisory basis, the compensation of the named executive officers of the Company and ratified the appointment of KPMG LLP as the Company's independent registered public accounting firm for the year ending Feb. 1, 2014. About Bon-Ton Stores The Bon-Ton Stores, Inc., with corporate headquarters in York, Pennsylvania and Milwaukee, Wisconsin, operates 273 department stores, which includes 11 furniture galleries, in 24 states in the Northeast, Midwest and upper Great Plains under the Bon-Ton, Bergner's, Boston Store, Carson Pirie Scott, Elder-Beerman, Herberger's and Younkers nameplates and, in the Detroit, Michigan area, under the Parisian nameplate. Bon-Ton Stores disclosed a net loss of $21.55 million for the year ended Feb. 2, 2013, as compared with a net loss of $12.12 million for the year ended Jan. 28, 2012. As of May 4, 2013, the Company had $1.59 billion in total assets, $1.51 billion in total liabilities and $84.79 million in total shareholders' equity. * * * As reported by the TCR on May 15, 2013, Moody's Investors Service upgraded The Bon-Ton Stores, Inc.'s Corporate Family Rating to B3 from Caa1 and its Probability of Default Rating to B3-PD from Caa1-PD. "The upgrade of Bon-Ton's Corporate Family Rating considers the company's ability to drive modest same store sales growth as well as operating margin expansion beginning in the second half of 2012 and that these positive trends have continued, with the company reporting that its same store were positive, and EBITDA margins expanded, in the first fiscal quarter of 2013," said Moody's Vice President Scott Tuhy. As reported by the TCR on May 17, 2013, Standard & Poor's Ratings Services affirmed the 'B-' corporate credit rating on The Bon-Ton Stores Inc. BOULDER BRANDS: S&P Assigns 'B+' Rating to $320MM Facilities ------------------------------------------------------------ Standard & Poor's Ratings Services assigned ratings to Paramus, N.J.-based Boulder Brands Inc.'s proposed $320 million senior secured credit facilities, consisting of a $75 million five-year revolving credit facility and a $245 million seven-year term loan. We rated both facilities 'B+' (the same as S&P's 'B+' corporate credit rating on Boulder Brands Inc.) with a recovery rating of '3', indicating expectations for meaningful (50% to 70%) recovery for lenders in the event of a payment default. Boulder Brands subsidiaries GFA Brands Inc., Udi's Healthy Foods LLC, and UHF Acquisition Corp. are borrowers under the credit agreement. Boulder Brands Inc. guarantees the debt. (For the recovery analysis, see Standard & Poor's recovery report on Boulder Brands, to be published on RatingsDirect following the release of this report.) Boulder Brands has indicated that it will use the proceeds from the proposed term loan to refinance its existing term loan and revolving credit facility, and to pay related transaction costs. 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 credit facilities will be withdrawn. As of March 31, 2013, Boulder Brands had about $240 million of debt outstanding. The ratings on Boulder Brands reflect S&P's view that the company's business risk profile is "vulnerable" and its financial risk profile is "aggressive." Key credit factors in S&P's assessment of Boulder Brands' business risk profile include the company's narrow product focus, customer and supplier concentration, and small size relative to its financially stronger and larger competitors. S&P's business risk assessment also considers that the company benefits from its participation and positioning in the faster growing natural and gluten-free segments of the packaged food industry. S&P expects Boulder Brands' credit measures following the proposed refinancing to remain in line with the indicative ratios for an aggressive financial risk profile, which includes adjusted leverage in the 4x to 5x range and a ratio of funds from operations (FFO) to total debt of 12% to 20%. S&P estimates the ratio of pro forma total debt to adjusted EBITDA will be about 4.0x, and the ratio of pro forma FFO to total debt will be near 12%. S&P expects credit measures will improve over the next year, primarily on EBITDA growth. Ratings List Boulder Brands Inc. Corporate credit rating B+/Stable/-- Ratings Assigned GFA Brands Inc. Udi's Healthy Foods LLC UHF Acquisition Corp. Senior secured $75 mil. 5-year revolver B+ Recovery rating 3 $245 mil. 7-year term loan B+ Recovery rating 3 CAPITOL BANCORP: Agrees to Delay Confirmation Hearing ----------------------------------------------------- Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that Capitol Bancorp Ltd., a bank holding company, acceded partly to objections lodged by the official unsecured creditors' committee by agreeing to postpone a plan-approval hearing to Sept. 18 from Aug. 14. According to the report, creditors support Capitol's desire to sell the remaining banks it owns in six states, although the committee disagrees with the Chapter 11 plan and aspects of the disclosure materials. The bankruptcy court in Detroit was scheduled to hold a hearing on June 25 to consider approval of a confirmation and vote-solicitation schedule. The report notes that Capitol is opposing the committee's recommendation that the company establish a Web site where creditors can view materials related to the plan. The company says that the ability to access documents through the court's computer system is sufficient, even though retrieving documents from the court entails setting up an account, paying fees and obtaining a password. The report relates that Capitol is trying to sell the remaining banks before they are taken over by regulators. Four were seized in the past month. Capitol has assets of $1.4 billion and debt totaling $1.55 billion, according to the disclosure statement accompanying the plan. The bank subsidiaries' assets are $1.28 billion. The holding company said it was so far unable to locate an equity investor willing to sponsor a reorganization plan. About Capitol Bancorp Capitol Bancorp Ltd. and Financial Commerce Corporation filed voluntary Chapter 11 bankruptcy petitions (Bankr. E.D. Mich. Case Nos. 12-58409 and 12-58406) on Aug. 9, 2012. Capitol Bancorp -- http://www.capitolbancorp.com/-- is a community banking company with a network of individual banks and bank operations in 10 states and total consolidated assets of roughly $2.0 billion as of June 30, 2012. CBC owns roughly 97% of FCC, with a number of CBC affiliates owning the remainder. FCC, in turn, is the holding company for five of the banks in CBC's network. CBC is registered as a bank holding company under the Bank Holding Company Act of 1956, as amended, 12 U.S.C. Sec. 1841, et seq., and trades on the OTCQB under the symbol "CBCR." Lawyers at Honigman Miller Schwartz and Cohn LLP represent the Debtors as counsel. John A. Simon, Esq., of Foley & Lardner LLP represents the Official Committee of Unsecured Creditors as counsel. In its petition, Capitol Bancorp scheduled $112,634,112 in total assets and $195,644,527 in total liabilities. The petitions were signed by Cristin K. Reid, corporate president. The Company's balance sheet at Sept. 30, 2012, showed $1.749 billion in total assets, $1.891 billion in total liabilities, and a stockholders' deficit of $141.8 million. Prepetition, the Debtor arranged a reorganization plan that was accepted by the requisite majorities of creditors and equity holders in all classes. Problems arose when affiliates of Valstone Partners LLC declined to proceed with a tentative agreement to fund the reorganization by paying $50 million for common and preferred stock while buying $207 million in face amount of defaulted commercial and residential mortgages. CAPITOL INVESTMENTS: Shook Hardy Wants Atty Evaluations Nixed ------------------------------------------------------------- David McAfee of BankruptcyLaw360 reported that Shook Hardy & Bacon LLP shouldn't be forced to compel employee evaluations for two attorneys accused of helping to keep imprisoned Ponzi schemer Nevin Shapiro's $930 million scheme alive, Shook Hardy told a Florida federal judge, citing privacy concerns. According to the report, the bankruptcy trustee for ex-University of Miami booster Shapiro's former company sued Shapiro's childhood friend Marc Levinson and his firm Shook Hardy in December, and the suit was removed to Florida federal court earlier this year. The case is Tabas v. Shook Hardy and Bacon LLP et al., Case No. 1:13-cv-20080(KMW)(S.D. Fla.). About Capitol Investments Bradley Associates Limited Partnership, South Beach Chicago, LLC, South Beach Chicago 2008, LLC, Relianz Mortgage, Inc., and Victor Gonzalez filed an involuntary chapter 7 petition (Bankr. S.D. Fla. Case No. 09-36408) against Capitol Investments USA, Inc., on Nov. 30, 2009. The Court appointed Joel L. Tabas as the trustee on Dec. 16, 2009, and entered an order for relief on Dec. 30, 2009. A federal grand jury indicted Nevin Shapiro, the former owner and Chief Executive Officer of Capitol Investments USA, for allegedly overseeing a $930 million Ponzi scheme linked to the Debtors' purported wholesale grocery distribution business. Mr. Shapiro, 42, is serving a 20-year prison sentence. CAPSUGEL HOLDINGS: Debt Cuts Prompt Moody's to Raise CFR to 'B1' ---------------------------------------------------------------- Moody's Investors Service upgraded the ratings of Capsugel Holdings S.A. and related entities including the Corporate Family and Probability of Default Ratings to B1 and B1-PD, respectively. Moody's also upgraded the rating on the secured credit facility to Ba3 from B1 and the rating on the unsecured notes to B3 from Caa1. The outlook remains positive. The rating upgrade and positive outlook reflects Moody's expectation that Capsugel will continue to deleverage over the next year through EBITDA growth and voluntary debt repayment. The company has meaningfully reduced debt /EBITDA since Kohlberg Kravis Roberts & Co. L.P. (KKR) acquired the company in August 2011 and Capsugel has executed the transition away from Pfizer extremely well. Further, Moody's believes the company has continued room for top-line growth and margin expansion, as it continues to benefit from favorable pricing and mix trends, as well as its operating improvement initiatives. Ratings upgraded: Capsugel Holdings S.A Corporate Family Rating, to B1 from B2 Probability of Default Rating, to B1-PD from B2-PD Capsugel FinanceCo S.C.A. EUR325 million senior unsecured notes due 2019, to B3 (LGD, 85%) from Caa1 (LGD5, 86%) Capsugel Holdings US, Inc. and other borrowers $150 million senior secured revolving facility expiring 2016, to Ba3 (LGD3, 33%) from B1 (LGD3, 33%) $875 million senior secured term loan due 2018, to Ba3 (LGD3, 33%) from B1 (LGD3, 33%) The outlook is positive. Ratings Rationale: The B1 CFR reflects Capsugel's leverage, which remains elevated despite significant improvement since the company's leveraged buyout. The rating also reflects the company's modest overall size (by revenue), and high concentration in a niche oral solids dosing market. Other credit risks include the company's exposure to gelatin costs, which have been rising rapidly. The rating is supported by the company's impressive track record of organic, constant currency revenue growth, operating margin expansion and debt repayment since the leveraged buyout. The rating is also supported by the company's leadership in supplying hard capsules to the pharmaceutical and dietary supplement industries, its track record of technological innovation and its pipeline of new product offerings, its good diversity by geography and customer and its strong liquidity. If Capsugel continues to grow EBITDA and reduce debt such that adjusted debt to EBITDA declines to around 4.0 times (including Moody's standard adjustments), and free cash flow to debt is sustained around 10% Moody's could upgrade the ratings. An upgrade would also require continued stability in profit margins despite fluctuations in commodity prices (including gelatin) and commitment to conservative financial policies despite its private equity ownership. Moody's could downgrade the ratings if the company sees deterioration in sales or profitability or if leverage increases due to operational issues or shareholder friendly initiatives. Specifically, if adjusted debt/EBITDA rises above 5.5 times or free cash flow declines below 5% Moody's could downgrade the ratings. The principal methodology used in this rating was the Global Manufacturing 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. Capsugel, headquartered in Morristown, New Jersey, is a developer and manufacturer of capsule products and other drug delivery systems for the pharmaceutical and dietary supplement industries. The company was a business unit of Pfizer Inc. prior to being sold in 2011 to Kohlberg Kravis Roberts & Co. L.P. (KKR) for $2.375 billion. Revenue for the twelve months ended March 31, 2013 approximated $892 million. CENTRAL EUROPEAN: Restates 2011 and 2010 Financial Statements ------------------------------------------------------------- Central European Distribution Corporation has restated its historical financial statements for the year ended Dec. 31, 2011, and the year ended Dec. 31, 2010, filed with the United States Securities and Exchange Commission on Oct. 5, 2012. On May 9, 2013, the senior management of the Company following consultation with the audit committee and the board of directors of the Company, concluded that the Company would restate its consolidated financial statements for the periods from and after Oct. 1, 2010, to correct accounting errors resulting from a failure to properly account for certain deferred tax assets and liabilities relating to the acquisition of the Russian Alcohol Group in 2009. As a result, the Company's consolidated financial statements for the Restatement Periods should no longer be relied upon. The restatement does not have any impact on previously reported operating income or loss or cash flows reported for any of the periods covered. The aggregate effect of the adjustments resulted in a reduction of the Company's consolidated net income by $2.2 million, $12.9 million and $8 million for the years ended Dec. 31, 2011, 2010, and 2009 respectively. The Company concluded that there is no material effect of the adjustments on the periods prior to Sept. 30, 2010. The adjustments do not have any impact on previously reported operating income or loss or cash flows reported during any of the periods covered. As of Dec. 31, 2011, a $4.2 million deferred tax liability calculated on retained earnings of certain subsidiaries was erroneously decreasing the deferred tax asset instead of being presented as a liability. This presentation error was also repeated in the first, second and third quarter of 2012 and amounted to $2.9 million, $2.5 million and $2.5 million respectively. As of Dec. 31, 2010, a $29.3 million valuation allowance which related to the deferred tax asset on net operating losses was presented as a decrease of a long term deferred tax asset instead of a short term deferred tax asset. This presentation error was also repeated in the first, second and third quarter of 2011 and amounted to $30.7 million, $31.5 million and $10.6 million respectively. Central European disclosed a net loss attributable to the Company of $363.23 million on $1.74 billion of sales for the year ended Dec. 31, 2012, as compared with a net loss attributable to the Company of $1.32 billion on $1.73 billion of sales during the prior year. As of Dec. 31, 2012, the Company had $1.76 billion in total assets, $1.93 billion in total liabilities, $29.44 million in temporary equity, and a $196.91 million total stockholders' deficit. A copy of the Form 10-K is available for free at: http://is.gd/pz8kgx About CEDC Mt. Laurel, New Jersey-based Central European Distribution Corporation is one of the world's largest vodka producers and Central and Eastern Europe's largest integrated spirit beverages business with its primary operations in Poland, Russia and Hungary. On April 7, 2013, CEDC and two subsidiaries sought bankruptcy protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No. 13-10738) with a prepackaged Chapter 11 plan that reduces debt by US$665.2 million. Attorneys at Skadden, Arps, Slate, Meagher & Flom LLP serve as legal counsel to the Debtor. Houlihan Lokey is the investment banker. Alvarez & Marsal will provide the chief restructuring officer. GCG Inc. is the claims and notice agent. The Bankruptcy Court approved the Disclosure Statement and confirmed the Second Amended and Restated Joint Prepackaged Plan of Reorganization. CEDC's Plan, which won approval from the U.S. Bankruptcy Court for the District of Delaware on May 13, 2013, was declared effective on June 5. CHAMPION INDUSTRIES: To Sell Newspaper Unit for $10 Million ----------------------------------------------------------- Champion Industries, Inc., and its wholly owned subsidiary Champion Publishing, Inc., entered into a Letter of Intent to sell substantially all of the assets of its operating division doing business as The Herald-Dispatch, composing the newspaper segment, to Douglas Reynolds the son of Chairman and CEO Marshall T. Reynolds. The letter is fully assignable and the Champion board of directors was notified that Mr. Douglas Reynolds may form an investment group, but Mr. Douglas Reynolds was fully prepared to close the transaction without investor participation. Champion's investment advisor had conducted a nationwide marketing process for the sale of the Herald-Dispatch, which resulted in one other current offer. Champion's board of directors, in consultation with its independent advisors, determined that Mr. Douglas Reynolds' offer was the better offer both in terms of price and conditions. The key provisions of the Letter of Intent are as follows: * Cash consideration $10 million, no working capital adjustments or indemnity reserves and assumption of all trade payables of the Herald-Dispatch. * Subject to execution of an asset purchase agreement with customary representations, warrants and conditions. * Closing on or before July 15, 2013. * $2 million deposit funded in escrow. About Champion Industries Champion Industries, Inc., is engaged in the commercial printing and office products and furniture supply business in regional markets east of the Mississippi River. The Company also publishes The Herald-Dispatch daily newspaper in Huntington, West Virginia with a total daily and Sunday circulation of approximately 23,000 and 28,000. Arnett Foster Toothman PLLC, in Charleston, West Virginia, expressed substantial doubt about Champion Industries' ability to continue as a going concern following the fiscal 2012 annual results. The independent auditors noted that the Company has suffered recurring losses from operations and has been unable to obtain a longer term financing solution with its lenders. The Company reported a net loss of $22.9 million in fiscal year ended Oct. 31, 2012, compared with a net loss of $4.0 million in fiscal 2011. Champion reported a $3.5 million net loss for the quarter ended Jan. 31 on revenue of $22.6 million. As of April 30, 2013, the Company had $41.96 million in total assets, $47.70 million in total liabilities and a $5.74 million total shareholders' deficit. CHG HEALTHCARE: S&P Affirms 'B' Rating to 1st Lien Credit Facility ------------------------------------------------------------------ Standard & Poor's Ratings Services said it affirmed its 'B' corporate credit rating on CHG Healthcare Services Inc. The stable outlook reflects S&P's expectation that credit metrics will remain above 5x despite its expectation of double-digit EBITDA growth. At the same time, S&P affirmed the 'B' issue-level rating on CHG Healthcare Services Inc.'s first-lien credit facility (which now consists of a $100 million revolver maturing 2017 and a $579 million first-lien term loan following the $110 million incremental borrowing) maturing 2019. The first-lien credit facility has a recovery rating of '3', indicating S&P's expectation for meaningful (50% to 70%) recovery in the event of payment default. S&P also affirmed the 'CCC+' issue-level rating on CHG Healthcare Services, Inc.'s $230 million second-lien term loan (following the $40 million incremental borrowing) maturing 2020. The second-lien term loan has a recovery rating of '6', indicating S&P's expectation for negligible (0% to 10%) recovery in the event of payment default. "Our ratings on CHG Healthcare Services Inc. reflect the company's "weak" business risk profile, highlighted by CHG's operating concentration in the highly competitive health care staffing industry. The company's mix is favorable with a larger contribution from its locum tenens business, providing some stability against variability of demand and supply from its allied health and travel nurse segment," said credit analyst Tahira Wright. "The rating also reflects the company's "highly leveraged" financial risk profile. This incorporates S&P's expectation that pro forma adjusted leverage will be more than 7x following the $165 million dividend payout to CHG's sponsors Leonard Green Partners (LGP) and Ares Management (Ares). S&P expects the company will use available cash flow to reduce debt, but it expects adjusted leverage will still be above 5x through 2014. CHG is the largest locum tenens health care staffing firm with a leading presence in allied health and travel nurse staffing." S&P's stable rating outlook reflects its expectation that the company will maintain a debt-to-EBITDA ratio well above 5x over the near term, supportive of a highly leveraged financial risk profile. S&P believes the improved health care staffing operating environment will be sustained over the near term, supporting EBITDA growth. A higher rating is possible if S&P believes the company will sustain debt to EBITDA around 5x. S&P would base this on its expectation that the owners would not incur any additional debt to finance another dividend that would releverage the company well over 5x. S&P could lower the rating if revenues decline in the double digits resulting in a more than 1000-bp decrease in gross margin due to fallen demand for locum tenens, allied health, and travel nurse staffing. Operating challenges could result in a FOCF deficit position that extends beyond two quarters and revolver borrowings in excess of $25 million. This would trigger the springing covenant on the credit facility and could result in tightness on its revolver covenant of below 10%, limiting further borrowing capacity and resulting in a lower rating. CHROMCRAFT REVINGTON: Recurring Losses Cue Going Concern Doubt -------------------------------------------------------------- Chromcraft Revington, Inc., filed on June 20, 2013, its annual report on Form 10-K for the fiscal year ended Dec. 31, 2012. McGladrey LLP, in Schaumburg, Illinois, expressed substantial doubt about Chromcraft Revington's ability to continue as a going concern, citing the Company's recurring losses from operations. The Company reported a net loss of $6.1 million on $56.6 million of sales in 2012, compared with a net loss of $4.4 million on $55.3 million of sales in 2011. The Company's balance sheet at March 31, 2013, showed $27.8 million in total assets, $12.7 million in total liabilities, and stockholders' equity of $15.1 million. A copy of the Form 10-K is available at http://is.gd/InuHLW Chromcraft Revington, Inc., a Delaware corporation incorporated in 1992, is engaged in the design, import, manufacture and marketing of residential and commercial furniture. The Company is headquartered in West Lafayette, Indiana with furniture manufacturing, warehousing and distribution operations in Senatobia, Mississippi and Compton, California; and through the second quarter of 2013, warehouse and distribution operations in Delphi, Indiana. CHRYSLER GROUP: Refinances $4.2 Billion in Debt ----------------------------------------------- Christina Rogers, writing for The Wall Street Journal, reports that Chrysler Group LLC reached a key refinancing agreement with lenders on Friday that lowers interest costs and loosens restrictions on its cash as it moves toward further integration with majority owner Fiat SpA. Specifically, Chrysler said it had refinanced a $2.9 billion loan and a $1.3 billion credit line, moves that would save it about $50 million a year in interest payments. Italy's Fiat SpA also said Friday it had obtained a EUR2 billion ($2.68 billion), three-year credit line, replacing one it had secured in 2011. The report notes Chrysler last refinanced its debt in 2011 in order to pay back $6.7 billion loans from the U.S. and Canadian governments, fully repaying those obligations. The loans were used to help rescue Chrysler in 2009 from bankruptcy. The report relates Chrysler said the $50 million in savings from the refinancing will be partially offset by a $29.5 million fee for repaying lenders early. The revolving credit line matures May 24, 2016. The new loan matures on the same date in 2017. About Chrysler Group Chrysler Group LLC, formed in 2009 from a global strategic alliance with Fiat Group, produces Chrysler, Jeep(R), Dodge, Ram Truck, Mopar(R) and Global Electric Motorcars (GEM) brand vehicles and products. Headquartered in Auburn Hills, Michigan, Chrysler Group LLC's product lineup features some of the world's most recognizable vehicles, including the Chrysler 300, Jeep Wrangler and Ram Truck. Fiat will contribute world-class technology, platforms and powertrains for small- and medium-sized cars, allowing Chrysler Group to offer an expanded product line including environmentally friendly vehicles. Chrysler LLC and 24 affiliates on April 30, 2009, sought Chapter 11 protection from creditors (Bankr. S.D.N.Y (Mega-case), Lead Case No. 09-50002). The U.S. and Canadian governments provided Chrysler LLC with $4.5 billion to finance its bankruptcy case. In connection with the bankruptcy filing, Chrysler reached an agreement to sell all assets to an alliance between Chrysler and Italian automobile manufacturer Fiat. Under the terms approved by the Bankruptcy Court, the company formerly known as Chrysler LLC in June 2009, formally sold substantially all of its assets to the new company, named Chrysler Group LLC. * * * Chrysler has a 'B1' corporate family rating from Moody's. Moody's upgraded the rating from 'B2' to 'B1' in February 2013. In May 2013, Standard & Poor's Ratings Services affirmed its ratings, including the 'B+' corporate credit rating, on Chrysler Group. At the same time, S&P revised its outlook to positive from stable. CLEAR CHANNEL: Issues $1.2 Billion New Notes -------------------------------------------- Clear Channel Communications, Inc., on June 21, 2013, consummated the private offer to certain eligible holders of its 10.75 percent Senior Cash Pay Notes due 2016 and 11.00 percent/11.75 percent Senior Toggle Notes due 2016 to exchange any and all Outstanding Notes for newly issued Senior Notes due 2021 of the Company. In connection therewith, $348,122,000 aggregate principal amount of Outstanding Cash Pay Notes were exchanged for $347,971,000 aggregate principal amount of New Notes and $917,226,511 aggregate principal amount of Outstanding Toggle Notes were exchanged for $853,020,648 aggregate principal amount of New Notes and $64,205,855 of cash, plus, in each case, cash in an amount equal to accrued and unpaid interest from the last interest payment date applicable on the Outstanding Notes to, but not including, the Closing Date. Immediately following the Exchange Offer, a subsidiary of the Company owned approximately $421 million of the New Notes. The $1,200,991,648 aggregate principal amount of New Notes were issued pursuant to an indenture, dated as of June 21, 2013. Law Debenture Trust Company of New York, serves as trustee, and Deutsche Bank Trust Company Americas, serves as paying agent, registrar and transfer agent. The New Notes mature on Feb. 1, 2021, and bear interest at a rate of (i) 12.00 percent per annum in cash plus (ii) 2.00 percent per annum payment-in-kind interest. Interest will be payable semi-annually in arrears on February 1 and August 1 of each year, beginning on Aug. 1, 2013. In connection with the issuance of the New Notes, the Company, the Guarantors, and Goldman, Sachs & Co., Credit Suisse Securities (USA) LLC, Citigroup Global Markets Inc., Deutsche Bank Securities Inc., Morgan Stanley & Co. LLC and Wells Fargo Securities LLC, as dealer managers in connection with the Exchange Offer, entered into a Registration Rights Agreement. A copy of the Form 8-K is available for free at: http://is.gd/kzam0W 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. CO-OPERATIVE BANK: DBRS Lowers Subordinated Debt to 'CC' -------------------------------------------------------- DBRS Ratings Limited has downgraded the ratings of The Co-operative Bank plc (The Co-operative or the Bank). The Bank's Long-Term debt and deposit ratings have been downgraded to BBB (low), from BBB (high), and the Short-Term debt and deposit ratings have been downgraded to R-2 (middle) from R-1 (low). The dated subordinated debt of the bank has been downgraded to CC from BBB (low) and the Perpetual subordinated bonds have been downgraded to CC from BB (high). All of the ratings remain Under Review with Negative Implications. The Intrinsic Assessment for the bank is now BBB (low). DBRS has also changed its Support Assessment for the Bank to SA3 from SA2 and therefore the Bank's Long-Term debt and deposit ratings are no longer positioned above the Intrinsic Assessment. The rating action follows the June 17, 2013 announcement by The Co-operative Group (Group) and the Bank that the Bank requires an additional GBP 1.5 billion of equity capital. The Bank plans to raise approximately GBP 1 billion in 2013 through an exchange offer to holders of the Bank's dated subordinated debt, Perpetual subordinated bonds, and non-cumulative preference shares (unrated). In addition a further GBP 500 million is to be raised in 2014 through the sale of the Group's life assurance and asset management business, and its general insurance business, as well as through a cost saving programme at the bank and through the deleveraging of the bank's non-core assets, including potentially asset sales. Although full details on the exchange offer will not be known until October 2013 the Bank has announced that subordinated bondholders will be offered an exchange into a mixture of senior debt issued by the Group (and potentially also a fixed income instrument issued by the Bank dependent on take-up) and equity in the Bank. As a result of this, a minority equity stake in the Bank will be listed. Given the magnitude of the capital requirement DBRS expects that some form of coercion will be required to ensure that the required take-up of the offer is achieved. DBRS also highlights that the proposal has broader negative implications for bank creditors as it is not in line with the normal creditor hierarchy that would see equity being wiped out before subordinated debt holders are required to take a loss. The downgrade of the Bank's senior rating and intrinsic assessment to BBB (low) reflects the strategic challenges facing the bank and its new management team, including the listing of a minority stake in the bank, the potential damage to the franchise as a result of the capital issues and the exit from certain corporate business, and the continuing need to finalise the integration of Britannia. Additionally DBRS expects the bank to report another substantial loss in 2013 as a result of the deterioration in asset quality, especially within the Bank's commercial real estate loan portfolio. Downward pressure on the senior ratings is mitigated to a certain degree by the capital that is proposed to be raised by the Bank through the exchange offer and the support from the Group. However, if the exchange offer is not successful and the capital not raised, then it is likely that a further multi-notch downgrade would result. The ratings also take into account the Bank's relatively solid, albeit limited, customer franchise and the strength of its funding profile. DBRS considers that the Bank's core operations, which have remained marginally profitable, can support the Bank in its eventual return to profitability. The UK banking system is dominated by a small number of large banks and DBRS notes that there is a desire on the part of the authorities and other parties to promote competition by encouraging smaller banks such as The Co-operative. Nevertheless, the change in the Support Assessment to SA3 from SA2 reflects DBRS's view that the likelihood of the UK Government stepping in to provide support which would benefit the senior bondholders of a mid-sized bank such as the Co-operative Bank is low, and indeed the example of the Co-operative provides further evidence that the authorities in the UK look to bail-in subordinated debt when capitalisation is weak. As a result of the likely coercive nature of the exchange offer and DBRS's expectation of substantial losses for bondholders the dated subordinated debt and the Perpetual subordinated bonds have been downgraded to CC and remain Under Review with Negative Implications until full details on the exchange are known. A further downgrade of these instruments to D is likely if, when the exchange offer details are available, DBRS is of the opinion that the exchange offer is coercive. DBRS has widened the notching on these instruments beyond the standard notching discussed in our published methodologies due to the high likelihood that substantial losses will be borne by the bondholders. All of the Bank's ratings remain Under Review with Negative Implications. The review will focus on the outcome of the exchange offer as well as the medium-term business plan that will be presented by the new management team in August. In addition with regard to the subordinated debt instruments the review will also focus on the full details of the exchange offer. COMPETITIVE TECHNOLOGIES: Incurs $782K Net Loss in Q1 ----------------------------------------------------- Competitive Technologies, Inc., filed with the U.S. Securities and Exchange Commission its quarterly report on Form 10-Q disclosing a net loss of $781,834 on $0 of product sales for the three months ended March 31, 2013, as compared with a net loss of $795,206 on $329,746 of product sales for the same period a year ago. As of March 31, 2013, the Company had $4.60 million in total assets, $9.25 million in total liabilities and a $4.64 million total shareholders' deficit. A copy of the Form 10-Q is available for free at: http://is.gd/ct2MlI About Competitive Technologies Fairfield, Conn.-based Competitive Technologies, Inc. (OTC QX: CTTC) -- http://www.competitivetech.net/-- was established in 1968. The Company provides distribution, patent and technology transfer, sales and licensing services focused on the needs of its customers and matching those requirements with commercially viable product or technology solutions. Sales of the Company's Calmare(R) pain therapy medical device continue to be the major source of revenue for the Company. Competitive Technologies incurred a net loss of $3 million on $546,139 of gross profit from product sales in 2012, as compared with a net loss of $3.59 million on $1.86 million of gross profit from product sales in 2011. Mayer Hoffman McCann CPAs (The New York Practice of Mayer Hoffman McCann P.C.), in New York, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2012. The independent auditors noted that at Dec. 31, 2012, the Company has incurred operating losses since fiscal year 2006. These conditions raise substantial doubt about the Company's ability to continue as a going concern. COOPER TIRE: Fitch Says CDS Spreads Signal Credit Woes ------------------------------------------------------ Widening credit default swap (CDS) spreads on Cooper Tire & Rubber are signaling growing market concerns over the company's credit health, according to Fitch Solutions. Five-year CDS spreads on Cooper have widened 35% since June 12 as the market reacted to news that India's Apollo Tyres Ltd. will buy the U.S. tire manufacturer for $2.5 billion. Cooper CDS spreads had been widening consistently for a month leading up to the announcement. The price of credit protection on Cooper is now aligned with 'B-' rating levels, just one notch below its CDS implied rating or historical trading pattern. Credit markets are clearly worried about the additional debt burden that will be placed on Cooper as a result of the planned buyout. CDS liquidity signaled credit concerns as early as September of last year, a month before rumors of the potential buyout surfaced. According to Fitch Solutions' CDS Liquidity Score Model, CDS on Cooper went from trading in the 14th global percentile on Sept. 3, 2012 to trading in the second percentile (or with more liquidity than 98% of single-name CDS) on Sept. 20, 2012. Despite some variance in liquidity since that time, CDS referencing Cooper have continued to trade within the fifth global percentile thus far in 2013, signaling ongoing uncertainty surrounding the company's credit prospects. COSTA DORADA: Has Exit Plan Draft; Wants Filing Deadline Moved -------------------------------------------------------------- Costa Dorada Apartments Corp. and Carlos R. Ferandez-Rodriguez & Iris M. Cancel-Lugo have said in court papers that as of May 29, joint disclosure statement and separate plans of reorganization have already been drafted and were to be filed, upon the completion of certain proposals and negotiations. The court papers said the individual Debtors would provide their major secured creditor, BBVA (now Oriental Bank), a restructuring proposal to stipulate the creditor's claim treatment prior the filing of their Plan of Reorganization. Costa Dorada Apartments and Carlos R. Ferandez-Rodriguez & Iris M. Cancel-Lugo are asking the U.S. Bankruptcy Court for the District of Puerto Rico to extend until June 28, 2013, the time to file a joint Disclosure Statement, and Plan of Reorganization. The Debtors assert that conducting and concluding the negotiations, prior to the filing of the individuals' Plan and without a limited time constraint will provide for a proper evaluation of the best interests of the parties, a more smoother confirmation process and will enable the Debtors to provide adequate information in their Joint Disclosure Statement. About Costa Dorada Apartments Costa Dorada Apartments Corp., dba Villas De Costa Dorada, in Isabela, Puerto Rico, filed for Chapter 11 bankruptcy (Bankr. D.P.R. Case No. 11-03960) on May 10, 2011. The Debtor disclosed $10.7 million in assets and $8.6 million in liabilities as of the Chapter 11 filing. The Hon. Enrique S. Lamoutte Inclan, presides over the case. The petition was signed by Carlos R. Fernandez Rodriguez, its president. Wigberto Lugo Mender, Esq., at Lugo Mender & Co., in Guaynabo, Puerto Rico, represents the Debtor as counsel. COPYTELE INC: Amends April 30 Quarter Form 10-Q ----------------------------------------------- CopyTele, Inc., has amended its quarterly report on Form 10-Q for the period ended April 30, 2013, to furnish the Interactive Data File exhibits required by Item 601(b)(101) of Regulation S-K. No other changes have been made to the 10-Q. A copy of the amended Form 10-Q is available for free at http://is.gd/3wgi1u About CopyTele Melville, N.Y.-based CopyTele, Inc.'s principal operations include the development, production and marketing of thin flat display technologies, including low-voltage phosphor color displays and low-power passive E-Paper(R) displays, and the development, production and marketing of multi-functional encryption products that provide information security for domestic and international users over several communications media. Copytele Inc. incurred a net loss of $4.25 million for the year ended Oct. 31, 2012, compared with a net loss of $7.37 million during the prior fiscal year. As of April 30, 2013, the Company had $7.35 million in total assets, $8.80 million in total liabilities and a $1.44 million total stockholders' deficiency. KPMG LLP, in Melville, New York, issued a "going concern" qualification on the consolidated financial statements for the fiscal year ended Oct. 31, 2012. The independent auditors noted that the Company has suffered recurring losses from operations, has negative working capital, and has a shareholders' deficiency that raise substantial doubt about its ability to continue as a going concern. DETROIT, MI: Manager Lists Demands on Pensions, Benefits -------------------------------------------------------- Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that Detroit's Emergency Manager Kevyn Orr met with union leaders to explain his proposals for modifying pension and health benefits in dealing with the city's $5.7 billion in liabilities from health and pension plans. The report discloses that Mr. Orr also ordered an investigation into pension plans and their investments. Banks were able to convert unsecured debt on swap agreements into secured claims coming ahead of workers and unsecured creditors. DETROIT, MI: Moody's Lowers Rating on GOULT Bonds to 'Caa2' ----------------------------------------------------------- Moody's Investors Service has downgraded the City of Detroit's (MI) General Obligation Unlimited Tax (GOULT) rating to Caa2 from Caa1 and its General Obligation Limited Tax (GOLT) rating to Caa3 from Caa2. Moody's also downgraded the city's Certificates of Participation (COPs) rating to Caa3 from Caa1. The GOULT, GOLT and COPs ratings have all been placed on review for possible downgrade. Concurrently, Moody's has downgraded the ratings for Detroit's Water Supply System Revenue bonds and Sewage Disposal System Revenue bonds each one notch to Ba1 (Senior Lien) and Ba2 (Second Lien) as the growing probability of a city bankruptcy filing potentially increases bondholder risks. Ratings for Detroit's Water Supply and Sewage Disposal enterprise revenue debt have also been placed on review for possible downgrade. Rating Rationale The downgrades reflect the increased likelihood of a bankruptcy filing, a major general debt restructuring, or a combination of the two, following the appointment of the Emergency Manager (EM) in March 2013 and the EM's recent pronouncement that Detroit's current liabilities require significant restructuring to ensure the city's long-term financial health. Should default or bankruptcy occur, the recovery levels for bondholders could potentially be quite low based on recent municipal recovery rates for other distressed local governments. The EM and his staff are reportedly planning to meet with creditors and stakeholders to commence negotiations for restructuring the city's liabilities this week. The downgrade of the COPs two notches to Caa3 reflects the lack of a dedicated revenue stream that is currently being levied and the uncertainty of enforcement of a judgment lien going forward. The review for downgrade for all securities will focus on the EM's restructuring plan with respect to both bondholder repayment and potential treatment of the water and sewer system assets. Prior to the action, the outlook for all of the ratings was negative based, in part, on the possibility that the city could file for bankruptcy. The principal methodology used for rating the general obligation and certification of participation debt was General Obligation Bonds Issued by US Local Governments published in April 2013. The principal methodology used for rating the revenue debt was Analytical Framework For Water And Sewer System Ratings published in August 1999. DEWEY & LEBOEUF: Court Okays $17 Million in Fees ------------------------------------------------ Sara Randazzo, writing for The Am Law Daily, reports that U.S. Bankruptcy Judge Martin Glenn approved $17 million in fees and expenses Thursday for advisers working on Dewey & LeBoeuf's Chapter 11 case, but not before a few minutes were spent celebrating how swiftly the Dewey proceedings have moved along compared to the bankruptices of other failed firms. According to the report, Judge Glenn signed off on nine pending applications, including for: * Togut, Segal & Segal ($8.8 million); * Brown Rudnick, which advised the unsecured creditors committee ($3.4 million); * Keightley & Ashner, special benefits counsel ($164,000); * Kasowitz, Benson, Torres & Friedman, which worked for an official committee of former Dewey partners ($1.35 million); * Thierhoff Muller & Partner German wind down counsel ($592,000); and * Goldin Associates, which provided financial analysis ($1.3 million). The bills Judge Glenn signed off on encompass work conducted from the time of Dewey's bankruptcy filing through March 22, the report notes. According to BankruptcyLaw360, at a brief court appearance, U.S. Bankruptcy Judge Martin Glenn said "a lot of work went into those fees" and that law firm bankruptcies, especially one of this magnitude, can be difficult. About Dewey & LeBoeuf Dewey & LeBoeuf LLP sought Chapter 11 bankruptcy (Bankr. S.D.N.Y. Case No. 12-12321) to complete the wind-down of its operations. The firm had struggled with high debt and partner defections. Dewey disclosed debt of $245 million and assets of $193 million in its chapter 11 filing late evening on May 29, 2012. Dewey & LeBoeuf LLP operated as a prestigious, New York City- based, law firm that traced its roots to the 2007 merger of Dewey Ballantine LLP -- originally founded in 1909 as Root, Clark & Bird -- and LeBoeuf, Lamb, Green & MacCrae LLP -- originally founded in 1929. In recent years, more than 1,400 lawyers worked at the firm in numerous domestic and foreign offices. At its peak, Dewey employed about 2,000 people with 1,300 lawyers in 25 offices across the globe. When it filed for bankruptcy, only 150 employees were left to complete the wind-down of the business. Dewey's offices in Hong Kong and Beijing are being wound down. The partners of the separate partnership in England are in process of winding down the business in London and Paris, and administration proceedings in England were commenced May 28. All lawyers in the Madrid and Brussels offices have departed. Nearly all of the lawyers and staff of the Frankfurt office have departed, and the remaining personnel are preparing for the closure. The firm's office in Sao Paulo, Brazil, is being prepared for closure and the liquidation of the firm's local affiliate. The partners of the firm in the Johannesburg office, South Africa, are planning to wind down the practice. The firm's ownership interest in its practice in Warsaw, Poland, was sold to the firm of Greenberg Traurig PA on May 11 for $6 million. The Pension Benefit Guaranty Corp. took $2 million of the proceeds as part of a settlement. Judge Martin Glenn oversees the case. Albert Togut, Esq., at Togut, Segal & Segal LLP, represents the Debtor. Epiq Bankruptcy Solutions LLC serves as claims and notice agent. The petition was signed by Jonathan A. Mitchell, chief restructuring officer. JPMorgan Chase Bank, N.A., as Revolver Agent on behalf of the lenders under the Revolver Agreement, hired Kramer Levin Naftalis & Frankel LLP. JPMorgan, as Collateral Agent for the Revolver Lenders and the Noteholders, hired FTI Consulting and Gulf Atlantic Capital, as financial advisors. The Noteholders hired Bingham McCutchen LLP as counsel. The U.S. Trustee formed two committees -- one to represent unsecured creditors and the second to represent former Dewey partners. The creditors committee hired Brown Rudnick LLP led by Edward S. Weisfelner, Esq., as counsel. The Former Partners hired Tracy L. Klestadt, Esq., and Sean C. Southard, Esq., at Klestadt & Winters, LLP, as counsel. Dewey filed a Chapter 11 Plan of Liquidation and an accompanying Disclosure Statement on Nov. 21, 2012. It filed amended plan documents on Dec. 31, in an attempt to address objections lodged by various parties. A second iteration was filed Jan. 7, 2013. The plan is based on a proposed settlement between secured lenders and Dewey's official unsecured creditors' committee, as well as a settlement with former partners. On Feb. 27, 2013, the Bankruptcy Court confirmed Dewey & Leboeuf's Second Amended Chapter 11 Plan of Liquidation dated Jan. 7, 2013, As of the Effective Date of the Plan, the Debtor will be dissolved. Alan Jacobs of AMJ Advisors LLC, has been named Dewey's liquidation trustee. DEX MEDIA EAST: Bank Debt Trades at 21% Off ------------------------------------------- Participations in a syndicated loan under which Dex Media East LLC is a borrower traded in the secondary market at 78.80 cents-on- the-dollar during the week ended Friday, June 21, 2013, according to data compiled by LSTA/Thomson Reuters MTM Pricing and reported in The Wall Street Journal. This represents a drop of 0.37 of percentage points from the previous week, The Journal relates. Dex Media East LLC pays 250 basis points above LIBOR to borrow under the facility. The bank loan matures on Oct. 24, 2016 and the bank debt is not rated by Moody's and S&P. The loan is one of the biggest gainers and losers among 254 widely quoted syndicated loans with five or more bids in secondary trading for the week ended Friday. 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., and 19 affiliates, including Dex Media East LLC, Dex Media West LLC and Dex Media Inc., filed for Chapter 11 protection (Bank. D. Del. Case No. 09-11833 through 09-11852) on May 28, 2009. They emerged from bankruptcy on Jan. 29, 2010. On the Effective Date and in connection with its emergence from Chapter 11, RHD was renamed Dex One Corporation. 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 2013 Debtors emerged from Chapter 11 bankruptcy protection on April 30, 2013. EAST END: Amended Plan Outline Order Entered, July 1 Conf. Hrg Set ------------------------------------------------------------------ Judge Robert E. Grossman entered an amended order approving the Third Amended Disclosure Statement describing Third Amended Plan of Reorganization of East End Development, LLC. The Amended Order, dated May 16, 2013, ruled that the Disclosure Statement contained adequate information. The Amended Order also lists down the approved Notice and Solicitation Procedures. The Court will hold a hearing to consider confirmation of the Plan on July 1, 2013, at 1:30 p.m. (prevailing Eastern Time). Interested parties will have until June 24, 2013 to file written objections to the Plan confirmation. Properly executed ballots for the Plan also have to be delivered by U.S. mail, courier or overnight delivery to the Debtor's counsel no later than 5:00 p.m. (prevailing Eastern Time) on June 24, 2013. As previously reported by The Troubled Company Reporter, the Plan proposes a 84% - 100% recovery for the Amalgamated Secured Claim; 100% recovery for Allowed Mechanic's Liens; 100% recovery for Allowed Priority Claims; 5% - 100% recovery for General Unsecured Claims; and 0% recovery for Equity Interests. The Debtor filed its Third Amended Plan and Disclosure Statement on May 8, 2013. The Third Amended Disclosure Statement clarifies: (1) some provisions on the treatment of Class 1 Amalgamated Secured Claim; (2) that if there is a shortfall of the reserve amount for the Class 2 Allowed Mechanics Lien, the remaining amount will be paid by Amalgated; (3) that any general unsecured claim disputed as of the Closing Date and are thereafter allowed will be paid from Amalgamated; and (4) that Class 5 Equity Interests are unimpaired, and will retain their interest in the Debtor but will only realize a distribution from the post-confirmation after all classes of claims are paid in full. A full-text copy of the Third Amended Disclosure Statement is available for free at: http://bankrupt.com/misc/EASTEND_3rdAmdDSMay08.PDF About East End Development East End Development, LLC, the owner of a 90% completed condominium in Sag Harbor, New York, filed a Chapter 11 petition (Bankr. E.D.N.Y. Case No. 12-76181) in Central Islip, New York, on Oct. 12, 2012. Tracy L. Klestadt, Esq., at Klestadt & Winters LLP, in New York, N.Y., represents the Debtor in its restructuring efforts. Edifice Real Estate Partners, LLC serves as its construction consultant. The Debtor disclosed $27,300,207 in assets and $35,344,416 in liabilities in its schedules. John E. Westerman, Esq., and Mike M. Hennessey, Esq., at Westerman Ball Ederer Miller & Sharfstein, LLP, in Uniondale, N.Y., represents Lender Amalgamated Bank as counsel. EASTMAN KODAK: Seeks Approval of Deal to Backstop Rights Offering ----------------------------------------------------------------- Eastman Kodak Co. asked the U.S. Bankruptcy Court in Manhattan to approve a deal, under which key creditors agreed to backstop a $406 million rights offering for common shares in the company after it exits Chapter 11 protection. Kodak creditors agreed to backstop an offering that would let the company issue up to 34 million shares of common stock at $11.94 each, equal to about 85% of the equity of a restructured company. Creditors proposing the backstop are GSO Capital Partners, BlueMountain Capital, George Karfunkel, United Equities Group and Contrarian Capital. "This agreement, which serves as a critical component of the capital structure for the emerging Kodak, positions us to comprehensively settle our obligations with our various key creditor constituencies," Kodak CEO Antonio Perez said in a statement. The agreement requires Kodak to pay an initial commitment fee of $16.24 million or 4% of the rights offerings amount, and a consummation fee of $4.06 million. The company is also required to get approval to pay those fees as well as expenses incurred by each creditor that agreed to backstop the rights offering. GSO Capital and the other creditors have the right to terminate the deal if, among other things, Kodak fails to get court approval of the agreement by July 2, and the company files a pleading seeking approval of an alternate transaction. A copy of the agreement is available for free at http://is.gd/882SUk Kodak said it would use the proceeds from the rights offering to repay creditors, including second lien creditors who would no longer receive equity under its proposed Chapter 11 reorganization plan. Kodak's official committee of unsecured creditors supports the backstop and rights offering, according to the company. A court hearing to consider approval of the agreement is set for June 25. Objections are due by June 24. Kodak Amends Plan Kodak also filed on Tuesday a revised restructuring plan, which reflects the transactions described in the agreement. A key feature of the revised plan is the distributions of subscription rights in connection with two rights offerings to raise $406 million of equity capital through the issuance of 34 million common shares in the reorganized company. In the first rights offering, Kodak will offer holders of certain Class 4 general unsecured claims and Class 6 retiree settlement unsecured claims the opportunity to purchase up to six million shares of new common stock for $11.94 per share. In the other rights offering, certain "accredited investors" or "qualified institutional buyers" will be offered the opportunity to purchase between 28 million and 34 million shares of new common stock at $11.94 each. Kodak will file a motion this week explaining the terms of the rights offerings, and the procedures pursuant to which they will be conducted. The company will also file a revised outline of the plan prior to the June 25 hearing. A copy of Kodak's first amended plan is available for free at http://is.gd/gvREBK 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 EASTMAN KODAK: Details Rights Offer for Larger Creditors -------------------------------------------------------- Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that Eastman Kodak Co. on June 20 laid out details on $895 million in bank financing to complement a $406 million equity rights offering announced the day before. Together, the loans and the rights offering will finance an exit from Chapter 11 reorganization outlined in a revised plan filed on June 18. According to the report, details in the rights offering raised the ire of some unsecured creditors who feel they are being cut out of a more lucrative recovery available to larger creditors negotiating directly with Kodak. The $406 million rights offering for 34 million shares of new Kodak stock is in two parts. Six million shares will be earmarked for general unsecured creditors and for retirees with $635 million in claims from the loss of retirement benefits. The other 28 million shares are exclusively for so-called accredited investors and qualified institutional buyers with claims exceeding $100,000 and $500,000, respectively. The report notes that in all cases, creditors will pay $11.94 a share. The record date for the rights offering is June 18, meaning that creditors with smaller claims cannot now sell their claims to others eligible for the 28 million-share offering. The rights offering will "disenfranchise unsecured creditors who are rightfully entitled to recovery," according to Joe Sarachek, a managing director of special situations from CRT Special Investments LLC who trades Kodak claims. He said the Kodak case is a "totally disorganized rush job." On the other hand, Sarachek said the settlement with the U.K. pension fund was "brilliant." "The rights offering appears to be totally unnecessary when you look at the over $1 billion in cash plus the substantial other assets," Ken Luskin said in an interview. "The plan therefore represents a far, far inferior recovery than a liquidation," according to Luskin, president of Intrinsic Value Asset Management Inc. in Santa Monica, California. According to the report Kodak disclosed the outlines for $895 million in new bank financing to kick in on emergence from Chapter 11. The financing will be provided by a group including Bank of America NA, Merrill Lynch Pierce Fenner & Smith Inc., and JPMorgan Chase Bank NA. The financing will consist of a five-year $200 million asset-backed revolving credit, a six-year $420 million first lien term loan, and a seven-year $275 million second-lien term loan. The bank loans will be in lieu of Kodak's right to roll over the existing bankruptcy loan when the company emerges from bankruptcy. The interest rate and other terms of the bank financing are more favorable, Kodak said in a court filing. The report relays that Kodak is asking the bankruptcy court to hold an expedited hearing on June 25 for approvals locking in the rights offering and the bank financing. The new plan filed this week reverses course on the prior version of the reorganization where holders of the remaining $375 million in second-lien notes would have been given 85 percent of the new stock, for projected full payment. With the rights offering in place, noteholders instead will be paid off in cash, freeing up 85 percent of the stock for the rights offering. The remaining 15 percent of the new stock is destined for payment toward $2.7 billion in claims of unsecured creditors and the retirees' $635 million in claims. The report says that in return for a 5 percent commitment fee, the creditors backstopping the rights offer are GSO Capital Partners LP, BlueMountain Capital Inc., George Karfunkel, United Equities Group and Contrarian Capital. At a hearing June 20, the bankruptcy judge approved the settlement where the company's U.K. pension plan will give up a $2.84 billion claim and purchase the consumer-imaging and document-imaging businesses for $650 million in cash and notes, Kodak said in a statement. Kodak filed a revised disclosure statement June 21 in advance of the June 25 approval hearing. 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. ECO BUILDING: Amends Sept. 30 Quarter Form 10-Q ----------------------------------------------- Eco Building Products, Inc., has amended its quarterly report on Form 10-Q for the period ended Sept. 30, 2012. The restated statements of operations reflect a net loss of $4.86 million on $1.06 million of total revenue for the three months ended Sept. 30, 2012, as compared with a net loss of $2.94 million on $1.06 million of total revenue as reported. As restated, the Company's balance sheet at Sept. 30, 2012, showed $3.49 million in total assets, $8.58 million in total liabilities and a $5.09 million total stockholders' deficit. The Company previously reported $5.32 million in total assets, $9.54 million in total liabilities and a $4.22 million total stockholders' deficit as of Sept. 30, 2012. A copy of the Form 10-Q, as amended, is available for free at: http://is.gd/Z58Mut About Eco Building Vista, Calif.-based Eco Building Products is a manufacturer of proprietary wood products treated with an eco-friendly proprietary chemistry that protects against mold, rot, decay, termites and fire. Sam Kan & Company, in Alameda, Calif., expressed substantial doubt about Eco's ability to continue as a going concern following the fiscal 2012 financial results. The independent auditors noted that the Company has generated minimal operating revenues, losses from operations, significant cash used in operating activities and its viability is dependent upon its ability to obtain future financing and successful operations. For the nine months ended March 31, 2013, the Company incurred a net loss of $9.03 million on $4.14 million of total revenue, as compared with a net loss of $3.68 million on $2.08 million of total revenue for the nine months ended March 31, 2012. The Company's balance sheet at March 31, 2013, showed $3.19 million in total assets, $11.85 million in total liabilities and a $8.66 million total stockholders' deficit. ELBIT IMAGING: Deadline to File Position Statement on June 25 ------------------------------------------------------------- The Tel Aviv District Court has ordered all relevant parties that object to convening meetings of Elbit Imaging's creditors and shareholders to file a brief position statement with the Court by 10:00 a.m. on June 25, 2013. The Court emphasized that any position statement will relate only to the question of whether those meetings ought to be convened on the basis of the Company's amended plan of arrangement (as opposed to opining on the merits of that plan). Elbit Imaging has filed a motion with the Tel Aviv Court to convene meetings for the approval of the proposed restructuring of its unsecured financial debt pursuant to a plan of arrangement under Section 350 of the Israeli Companies Law, 5759-1999. Pursuant to the terms of the Arrangement, as amended, upon the effectiveness of the Arrangement all of the Company's Unsecured Financial Debt will be extinguished in exchange for new ordinary shares of the Company and new notes to be issued by the Company. Reaches Agreement with Bank Elbit Imaging and the Bank Hapoalim B.M. have reached an agreement that the Bank will not realize its lien on the Company's shares in Plaza Centers N.V. without giving the Company a seven day prior notice. Accordingly, on June 20, 2013, the Company filed a motion with the Court, with the consent of the Bank, requesting to withdraw its motion for a temporary restraining order and its related complaint. On June 20, 2013, the Court issued an order denying the Company's motion and complaint on the one hand, but ordering the Bank that any realization of its liens, in Israel or abroad, must be effected with transparency and in good faith in the context of insolvency proceedings before the Court, while taking into consideration the other creditors of the Company, to the extent possible, and the mitigation of their damages. Elbit Imaging has received a letter on June 5, 2013, from the Bank demanding repayment within seven days of the outstanding balance of approximately $58.15 million due primarily under the loans made by the Bank to the Company, without prejudicing its right under any other loan facility to which the Company is a party as a guarantor or otherwise. The Bank stated that it was taking this action in light of the Company's alleged breaches under the Loans, including, inter alia, non-payment to the Bank on March 31, 2013, of approximately $14.5 million, failure to satisfy certain financial covenants under the Loans, adverse change in the financial status of the Company etc. In addition, the Bank has stated that it had offset a deposit in the amount of approximately $7.9 million in the Bank's accounts against the Loans. About Elbit Imaging Tel-Aviv, Israel-based Elbit Imaging Ltd. (TASE, NASDAQ: EMITF) hold investments in real estate and medical companies. The Company, through its subsidiaries, also develops shopping and entertainment centers in Central Europe and invests in and manages hotels. Elbit Imaging disclosed a loss of NIS455.50 million on NIS671.08 million of total revenues for the year ended Dec. 31, 2012, as compared with a loss of NIS247.02 million on NIS586.90 million of total revenues for the year ended Dec. 31, 2011. The Company's balance sheet at Dec. 31, 2012, showed NIS7.09 billion in total assets, NIS5.67 billion in total liabilities, NIS309.60 million in equity to holders of the Company and NIS1.11 billion in noncontrolling interest. Brightman Almagor Zohar & Co., in Tel-Aviv, Israel, expressed substantial doubt about Elbit Imaging's ability to continue as a going concern following the financial results for the year ended Dec. 31, 2012. The Certified Public Accountants noted that in the period commencing Feb. 1, 2013, through Feb. 1, 2014, the Company is to repay its debenture holders NIS 599 million (principal and interest). "Said amount includes NIS 82 million originally payable on Feb. 21, 2013, that its repayment was suspended following a resolution of the Company's Board of Directors. The Company's Board also resolved to suspend any interest payments relating to all the Company's debentures. In addition, as of Dec. 31, 2012, the Company failed to comply with certain financial covenants relating to bank loans in the total amount as of such date of NIS 290 million. "These matters raise substantial doubt about the Company's ability to continue as a going concern." ELITE PHARMACEUTICALS: Swings to $1.5MM Net Income in 2013 ---------------------------------------------------------- Elite Pharmaceuticals, Inc., filed with the U.S. Securities and Exchange Commission its annual report on Form 10-K disclosing net income attributable to common shareholders of $1.48 million on $3.40 million of total revenues for the year ended March 31, 2013, as compared with a net loss attributable to common shareholders of $15.05 million on $2.42 million of total revenues for the year ended March 31, 2012. As of March 31, 2013, the Company had $11.12 million in total assets, $19.79 million in total liabilities and a $8.67 million total stockholders' deficit. Demetrius Berkower LLC, in Wayne, New Jersey, issued a "going concern" qualification on the consolidated financial statements for the year ended March 31, 2013. The independent auditors noted that the Company has experienced significant losses resulting in a working capital deficiency and shareholders' deficit. These conditions raise substantial doubt about its ability to continue as a going concern. A copy of the Form 10-K is available for free at: http://is.gd/VDuLJK About Elite Pharmaceuticals Northvale, New Jersey-based Elite Pharmaceuticals, Inc., is a specialty pharmaceutical company principally engaged in the development and manufacture of oral, controlled-release products, using proprietary technology and the development and manufacture of generic pharmaceuticals. The Company has one product, Phentermine 37.5mg tablets, currently being sold commercially. Elite Pharmaceuticals reported a net loss attributable to common shareholders of $15.05 million for the year ended March 31, 2012, compared with a net loss attributable to common shareholders of $13.58 million during the prior year. ENERGY CONVERSION: Credit Suisse Feels The Heat Over Chapter 11 --------------------------------------------------------------- Jeff Sistrunk of BankruptcyLaw360 reported that an Energy Conversion Devices Inc. shareholder filed a proposed class action against Credit Suisse International, accusing the Swiss bank of helping drive ECD into bankruptcy by manipulating the market for the solar energy company's stock through short-selling. According to the report, plaintiff Mark Leevan says Credit Suisse conspired with a number of unknown defendants to manipulate the market for ECD stock through a scheme targeting the company's June 18, 2008, public offering, for which Credit Suisse was an underwriter. The case is Leevan v. Credit Suisse International et al., Case No. 4:13-cv-02783 (SBA)(N.D. Calif.). About Energy Conversion Energy Conversion Devices -- http://energyconversiondevices.com/ -- has a renowned 51 year history since its formation in Detroit, Michigan and has been a pioneer in materials science and renewable energy technology development. The company has been awarded over 500 U.S. patents and international counterparts for its achievements. ECD's United Solar wholly owned subsidiary has been a global leader in building-integrated and rooftop photovoltaics for over 25 years. The company manufactures, sells and installs thin-film solar laminates that convert sunlight to clean, renewable energy using proprietary technology. ECD filed for Chapter 11 protection (Bankr. E.D. Mich. Case No. 12-43166) on Feb. 14, 2012. Judge Thomas J. Tucker presides over the case. Aaron M. Silver, Esq., Judy B. Calton, Esq., and Robert B. Weiss, Esq., at Honigman Miller Schwartz & Cohn LLP, in Detroit, Michigan, represent the Debtor as counsel. The Debtor estimated assets and debts of between $100 million and $500 million as of the petition date. The petition was signed by William Christopher Andrews, chief financial officer and executive vice president. Affiliate United Solar Ovonic LLC filed a separate Chapter 11 petition on the same day (Bankr. E.D. Mich. Case No. 12-43167). Affiliate Solar Integrated Technologies, Inc., filed a petition for relief under Chapter 7 of the Bankruptcy Code (Bankr. E.D. Mich. Case No. 12-43169). An official committee of unsecured creditors has been appointed in the case. Foley and Lardner, LLP represents the Committee. Scouler & Company, LLC, serves as financial advisor. A group of shareholders had asked a bankruptcy judge to allow it to form an official committee with lawyers and expenses paid for by the company. The company had estimated in court papers that it was worth $986 million, based on nearly $800 million of investment in the manufacturing unit. The Debtors canceled an auction to sell USO as a going concern and discontinued the court-approved sale process after failing to receive an acceptable qualified bid by the bid deadline. Quarton Partners served as the companies' investment banker. The Debtors also hired auction services provider Hilco Industrial to prepare for an orderly sale of the companies' assets. The Second Amended Chapter 11 Plan of Liquidation for Energy Conversion Devices and United Solar Ovonic became effective, and the Company emerged from Chapter 11 protection. ENERGYSOLUTIONS INC: Deloitte & Touche Replaces E&Y as Auditor -------------------------------------------------------------- EnergySolutions, Inc., through its Board of Directors, has decided to dismiss Ernst & Young LLP, as the Company's independent registered public accounting firm, effective June 17, 2013. Ernst & Young's reports on the Company's financial statements for the fiscal years ended Dec. 31, 2011, and Dec. 31, 2012, did not contain an adverse opinion or a disclaimer of opinion, and neither those reports were qualified or modified as to uncertainty, audit scope, or accounting principles. The dismissal was not a result of any disagreement with the accounting firm. The Company's Board of Directors decided to appoint Deloitte & Touche LLP as the Company's independent registered public accounting firm on June 17, 2013. Deloitte will act as the Company's independent registered public accounting firm beginning with the fiscal year ending Dec. 31, 2013. About EnergySolutions Salt Lake City, Utah-based EnergySolutions offers customers a full range of integrated services and solutions, including nuclear operations, characterization, decommissioning, decontamination, site closure, transportation, nuclear materials management, the safe, secure disposition of nuclear waste, and research and engineering services across the fuel cycle. EnergySolutions reported net income of $3.92 million in 2012, as compared with a net loss of $193.64 million in 2011. The Company's balance sheet at March 31, 2013, showed $2.61 billion in total assets, $2.33 billion in total liabilities, and $282.78 million in total stockholders' equity. Bankruptcy Warning "Our senior secured credit facility contains financial covenants requiring us to maintain specified maximum leverage and minimum cash interest coverage ratios. The results of our future operations may not allow us to meet these covenants, or may require that we take action to reduce our debt or to act in a manner contrary to our business objectives. "Our failure to comply with obligations under our senior secured credit facility, including satisfaction of the financial ratios, would result in an event of default under the facilities. A default, if not cured or waived, would prohibit us from obtaining further loans under our senior secured credit facility and permit the lenders thereunder to accelerate payment of their loans and not renew the letters of credit which support our bonding obligations. If we are not current in our bonding obligations, we may be in breach of our contracts with our customers, which generally require bonding. In addition, we would be unable to bid or be awarded new contracts that required bonding. If our debt is accelerated, we currently would not have funds available to pay the accelerated debt and may not have the ability to refinance the accelerated debt on terms favorable to us or at all particularly in light of the tightening of lending standards as a result of the ongoing financial crisis. If we could not repay or refinance the accelerated debt, we would be insolvent and could seek to file for bankruptcy protection. Any such default, acceleration or insolvency would likely have a material adverse effect on the market value of our common stock," the Company said in its annual report for the year ended Dec. 31, 2012. * * * As reported in the Jan. 9, 2013 edition of the TCR, Standard & Poor's Ratings Services placed its ratings, including its 'B' corporate credit rating, on EnergySolutions on CreditWatch with developing implications. "The CreditWatch placement follows EnergySolutions' announcement that it has entered into a definitive agreement to be acquired by a subsidiary of Energy Capital Partners II," said Standard & Poor's credit analyst Jim Siahaan. EnergySolutions is permitted to engage in discussions with other suitors, which may include other financial sponsors or strategic buyers. ENRON CORP: Court Reduces Skilling's Jail Time to 14 Years ---------------------------------------------------------- Tom Fowler, writing for The Wall Street Journal, reports that a federal judge reduced the prison sentence of former Enron Corp. Chief Executive Jeffrey Skilling to 14 years on Friday, which could allow him to be free by the end of the decade or earlier. Mr. Skilling, 59 years old, was convicted in 2006 of lying to investors about Enron's financial health and sentenced to 24 years in prison. The reduced sentence came at the bottom of the range recommended by prosecutors after a deal struck with Mr. Skilling earlier this year. Daniel Petrocelli, Esq., represents Mr. Skilling. About Enron Corp. Based in Houston, Texas, Enron Corporation filed for Chapter 11 protection (Bankr. S.D.N.Y. Case No. 01-16033) on Dec. 2, 2001, following controversy over accounting procedures that caused its stock price and credit rating to drop sharply. Enron hired lawyers at Togut Segal & Segal LLP; Weil, Gotshal & Manges LLP; Venable; Cadwalader, Wickersham & Taft, LLP for its bankruptcy case. The Official Committee of Unsecured Creditors in the case tapped lawyers at Milbank, Tweed, Hadley & McCloy LLP. The Debtors won confirmation of their Plan in July 2004, and the Plan was declared effective on Nov. 17, 2004. After approval of the Plan, the new board of directors decided to change the name of Enron Corp. to Enron Creditors Recovery Corp. to reflect the current corporate purpose. ECRC's sole mission is to reorganize and liquidate certain of the operations and assets of the "pre- bankruptcy" Enron for the benefit of creditors. ECRC has been involved in the MegaClaims Litigation, an action against 11 major banks and financial institutions that ECRC believes contributed to Enron's collapse; the Commercial Paper Litigation, an action involving the recovery of payments made to commercial paper dealers; and the Equity Transactions Litigation, which ECRC filed against Lehman Brothers Holdings, Inc., UBS AG, Credit Suisse and Bear Stearns to recover payments made to the four banks on transactions involving Enron's stock while the company was insolvent. EPICEPT CORP: Amends Merger Agreement with Immune ------------------------------------------------- EpiCept Corporation, EpiCept Israel Ltd. and Immune Pharmaceuticals Ltd. executed an amendment to the Merger Agreement and Plan of Reorganization that they signed on Nov. 7, 2012. The amendment changes the delivery date for Immune Pharmaceuticals Ltd. to provide its audited financial statements, to May 15, 2013. The amendment also changes the outside date for completion of the Merger to Sept. 15, 2013. A copy of the Merger Agreement is available for free at: http://is.gd/5MQ5Ri About EpiCept Corporation Tarrytown, N.Y.-based EpiCept Corporation (Nasdaq and Nasdaq OMX Stockholm Exchange: EPCT) -- http://www.epicept.com/-- is focused on the development and commercialization of pharmaceutical products for the treatment of cancer and pain. The Company's lead product is Ceplene(R), approved in the European Union for the remission maintenance and prevention of relapse in adult patients with Acute Myeloid Leukemia (AML) in first remission. In the United States, a pivotal trial is scheduled to commence in 2011. The Company has two other oncology drug candidates currently in clinical development that were discovered using in-house technology and have been shown to act as vascular disruption agents in a variety of solid tumors. The Company's pain portfolio includes EpiCept(TM) NP-1, a prescription topical analgesic cream in late-stage clinical development designed to provide effective long-term relief of pain associated with peripheral neuropathies. The Company incurred a loss attributable to common stockholders of $6.12 million on $7.80 million of total revenue for the year ended Dec. 31, 2012, as compared with a loss attributable to common stockholders of $15.65 million on $944,000 of total revenue during the prior year. The Company's balance sheet at March 31, 2013, showed $1.25 million in total assets, $15.86 million in total liabilities and a $14.61 million total stockholders' deficit. Deloitte & Touche LLP, in Parsippany, New Jersey, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2012, citing recurring losses from operations and stockholders' deficit which raise substantial doubt about the Company's ability to continue as a going concern. EXIDE TECHNOLOGIES: Securities to be Delisted From NASDAQ --------------------------------------------------------- Exide Technologies received a notification letter from The Nasdaq Stock Market LLC stating that the Company's securities will be delisted from Nasdaq. Nasdaq's determination is based on the following factors: (i) the Chapter 11 Filing and associated public interest concerns raised by it, (ii) concerns regarding the residual equity interest of the existing listed securities holders, and (iii) concerns about the Company's ability to sustain compliance with all requirements for continued listing on The Nasdaq Stock Market. Unless the Company appeals the determination, trading in the Company's common stock will be suspended at the opening of business on Monday, June 24, 2013, and a Form 25-NSE will be filed with the Securities and Exchange Commission which will remove the Company's common stock from listing and registration on The NASDAQ Stock Market. The Company currently does not intend to appeal the delisting determination. 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. Exide first sought Chapter 11 protection (Bankr. Del. Case No. 02-11125) on April 14, 2002 and exited bankruptcy two years alter. 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. Exide Technologies returned to Chapter 11 bankruptcy (Bankr. D. Del. Case No. 13-11482) on June 10, 2013. For the new case, Exide has tapped Anthony W. Clark, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, and Pachulski Stang Ziehl & Jones LLP as counsel; Alvarez & Marsal as financial advisor; Sitrick And Company Inc. as public relations consultant and GCG as claims agent. The Debtor disclosed $1.89 billion in assets and $1.14 billion in liabilities as of March 31, 2013. Exide's international operations were not included in the filing and will continue their business operations without supervision from the U.S. courts. The Company has also established two separate toll-free information lines: one for U.S. suppliers, 888- 985-9831 and another for other interested parties, 855-291-0287. EXTENDED STAY: Blackstone Settles Suit Over LBO for $10MM --------------------------------------------------------- Tom Hals, writing for Reuters, reports that Blackstone Group LP has agreed to pay $10 million to settle a lawsuit that had sought $8.4 billion for its role in the sale and subsequent bankruptcy of hotel chain Extended Stay Inc. Citigroup Inc, an adviser to Blackstone that took control of Extended Stay in a 2007 leveraged buyout, agreed to pay $200,000. Bank of America Corp., which advised Blackstone, was also released from the lawsuits as part of the settlement. The Reuters report recounts that Blackstone in 2007 sold the chain of about 680 hotels for $8 billion to private equity investor, David Lichtenstein. After Extended Stay filed for bankruptcy, Finbarr O'Connor, the trustee acting for the benefit of Extended Stay's creditors, filed five lawsuits in 2011. The lawsuits alleged that Blackstone skimmed $2.1 billion from the sale of the chain. The trust also asked the court for $6.3 billion in punitive damages because it alleged Blackstone and others maliciously breached their duties to Extended Stay creditors. The settlement excluded Mr. Lichtenstein. The Reuters report says Mr. O'Connor asked the Court to consider approval of the Blackstone and Citigroup settlements at a hearing July 18. About Extended Stay Extended Stay is the largest owner and operator of mid-price extended stay hotels in the United States, holding one of the most geographically diverse portfolios in the lodging sector with properties located across 44 states (including 11 hotels located in New York) and two provinces in Canada. As a result of acquisitions and mergers, Extended Stay's portfolio has expanded to encompass over 680 properties, consisting of hotels directly owned or leased by Extended Stay or one of its affiliates. Extended Stay currently operates five hotel brands: (i) Crossland Economy Studios, (ii) Extended Stay America, (iii) Extended Stay Deluxe, (iv) Homestead Studio Suites, and (v) StudioPLUS Deluxe Studios. Extended Stay Inc. and its affiliates filed for Chapter 11 on June 15, 2009 (Bankr. S.D.N.Y. Case No. 09-13764). Judge James M. Peck handles the case. Marcia L. Goldstein, Esq., at Weil Gotshal & Manges LLP, in New York, represents the Debtors. Lazard Freres & Co. LLC is the Debtors' financial advisors. Kurtzman Carson Consultants LLC is the claims agent. The Official Committee of Unsecured Creditors tapped Gilbert Backenroth, Esq., Mark T. Power, Esq., and Mark S. Indelicato, Esq., at Hahn & Hessen LLP, in New York, as counsel. Extended Stay had assets of $7.1 billion and debts of $7.6 billion as of the end of 2008. Extended Stay Inc. in October successfully emerged from Chapter 11 protection. An investment group including Centerbridge Partners, L.P., Paulson & Co. Inc. and Blackstone Real Estate Partners VI, L.P. has purchased 100 percent of the Company for $3.925 billion in connection with the Plan of Reorganization confirmed by the Bankruptcy Court in July 2010. EXTENDED STAY: Blackstone Pays $10MM to End $1-Bil. Buyout Suits ---------------------------------------------------------------- Eric Hornbeck of BankruptcyLaw360 reported that The Blackstone Group LP will pay $10 million to settle lawsuits seeking $1 billion for its role helping orchestrate a ruinous leveraged buyout of Extended Stay Inc. in 2007, the bankrupt hotel chain's litigation trust said. According to the report, recent Second Circuit decisions had made it less likely that the trust could prevail on its $1 billion in claims accusing Blackstone and others of siphoning off billions of dollars from the hotel chain, prompting it to settle with Blackstone as well as Bank of America Corp. and Citigroup. About Extended Stay Extended Stay is the largest owner and operator of mid-price extended stay hotels in the United States, holding one of the most geographically diverse portfolios in the lodging sector with properties located across 44 states (including 11 hotels located in New York) and two provinces in Canada. As a result of acquisitions and mergers, Extended Stay's portfolio has expanded to encompass over 680 properties, consisting of hotels directly owned or leased by Extended Stay or one of its affiliates. Extended Stay currently operates five hotel brands: (i) Crossland Economy Studios, (ii) Extended Stay America, (iii) Extended Stay Deluxe, (iv) Homestead Studio Suites, and (v) StudioPLUS Deluxe Studios. Extended Stay Inc. and its affiliates filed for Chapter 11 (Bankr. S.D.N.Y. Case No. 09-13764) on June 15, 2009. Judge James M. Peck handles the case. Marcia L. Goldstein, Esq., at Weil Gotshal & Manges LLP, in New York, represents the Debtors. Lazard Freres & Co. LLC is the Debtors' financial advisors. Kurtzman Carson Consultants LLC is the claims agent. The Official Committee of Unsecured Creditors tapped Gilbert Backenroth, Esq., Mark T. Power, Esq., and Mark S. Indelicato, Esq., at Hahn & Hessen LLP, in New York, as counsel. Extended Stay had assets of $7.1 billion and debts of $7.6 billion as of the end of 2008. Extended Stay Inc. in October successfully emerged from Chapter 11 protection. An investment group including Centerbridge Partners, L.P., Paulson & Co. Inc. and Blackstone Real Estate Partners VI, L.P. has purchased 100 percent of the Company for $3.925 billion in connection with the Plan of Reorganization confirmed by the Bankruptcy Court in July 2010. FAIRPOINT COMMUNICATIONS: Bank Debt Trades at 3% Off ---------------------------------------------------- Participations in a syndicated loan under which Fairpoint Communications is a borrower traded in the secondary market at 97.50 cents-on-the-dollar during the week ended Friday, June 21, 2013, according to data compiled by LSTA/Thomson Reuters MTM Pricing and reported in The Wall Street Journal. This represents a drop of 0.75 of percentage points from the previous week. The bank loan matures on Feb. 14, 2019. The Company pays 625 basis points above LIBOR to borrow under the facility. The bank debt bank debt carries Moody's B2 and S&P's B rating. The loan is one of the biggest gainers and losers among 254 widely quoted syndicated loans with five or more bids in secondary trading for the week ended Friday. About FairPoint Communications FairPoint Communications, Inc. (NYSE: FRP) -- http://www.fairpoint.com/-- owns and operates local exchange companies in 18 states offering advanced communications with a personal touch, including local and long distance voice, data, Internet, television and broadband services. FairPoint is traded on the New York Stock Exchange under the symbols FRP and FRP.BC. FairPoint and its affiliates filed for Chapter 11 protection (Bankr. S.D.N.Y. Case No. 09-16335) on Oct. 26, 2009. Rothschild Inc. served as financial advisor for the Company; AlixPartners, LLP, acted as the restructuring advisor; and Paul, Hastings, Janofsky & Walker LLP served as the Company's counsel. BMC Group served as the claims and notice agent. As of June 30, 2009, FairPoint reported $3.24 billion in total assets, $321.41 million in total current liabilities, $2.91 billion in total long-term liabilities, and $1.23 million in stockholders' equity. Andrews Kurth served as counsel to the Official Committee of Unsecured Creditors. Altman Vilandrie acted as the operational consultant to the Creditors' Committee. Verrill Dana was the Creditors' Committee's special regulatory counsel. Jeffries served as the Creditors' Committee's financial advisor. FairPoint on Jan. 24, 2011, completed its balance sheet restructuring and emerged from Chapter 11. FairPoint reduced its outstanding debt by roughly 64%, from roughly $2.8 billion -- including interest rate swap liabilities and accrued interest -- to roughly $1.0 billion. In addition, the Company has a $75 million revolving credit facility available for working capital and general corporate purposes. Existing stock in the Company was FIRST CONNECTICUT: Can File Bankruptcy Plan Thru Oct. 28 -------------------------------------------------------- First Connecticut Holding Group, LLC IV obtained a bankruptcy court ruling extending the exclusive period by which it must file a Chapter 11 plan through Oct. 28, 2013, and the exclusive period by which it must obtain acceptances for that plan through Dec. 30, 2013. About First Connecticut Holding Group, L.L.C. IV First Connecticut Holding Group, L.L.C. IV filed a Chapter 11 petition (Bankr. D.N.J. Case No. 13-13090) on Feb. 15, 2013, in Newark, New Jersey. Lorraine Mocco signed the petition as managing member. The Debtor's scheduled assets were $12,287,218 and scheduled liabilities were $68,655,579. Judge Donald H. Steckroth presides over the case. Donald W. Clarke, Esq., of Wasserman, Jurista & Stolz, P.C., serves as counsel to the Debtor. James Scarpone, Esq., of Scarpone & Vargo, LLC, serves as special counsel. FIRST CONNECTICUT: Gets Interim Order for Cash Collateral Use ------------------------------------------------------------- Judge Novalyn L. Winfield granted First Connecticut Holding Group, LLC, IV, interim authority to use cash collateral to fund critical business operations, with the consent of secured lender U.S. Bank National Association. As adequate protection to the extent of diminution in value of its interest as a consequence of the Debtor's use of the cash collateral, the Lender will receive continuing, valid, binding, enforceable and automatically perfected first priority postpetition security interests in, and liens on all property of the Debtor. The Court will convene a final hearing on the matter on July 8, 2013. The Debtor is represented by: Donald W. Clarke, Esq. WASSERMAN, JURISTA & STOLZ, P.C. 225 Millburn Avenue, Suite 207 P.O. Box 1029 Millburn, New Jersey 07041 Tel No.: (973) 467-2700 Email: Dclarke@wjslaw.com The Lender is represented by: Philip S. Rosen, Esq. ZEICHNER ELLMAN & KRAUSE LLP 103 Eisenhower Parkway Roseland, New Jersey 07068 Tel No.: (973) 618-9100 E-mail: prosen@zeklaw.com About First Connecticut Holding Group, L.L.C. IV First Connecticut Holding Group, L.L.C. IV filed a Chapter 11 petition (Bankr. D.N.J. Case No. 13-13090) on Feb. 15, 2013, in Newark, New Jersey. Lorraine Mocco signed the petition as managing member. The Debtor's scheduled assets were $12,287,218 and scheduled liabilities were $68,655,579. Judge Donald H. Steckroth presides over the case. FIRST DATA: Bank Debt Due Feb. 2018 Trades at 2% Off ---------------------------------------------------- Participations in a syndicated loan under which First Data Corp. is a borrower traded in the secondary market at 97.98 cents-on- the-dollar during the week ended Friday, June 21, 2013, according to data compiled by LSTA/Thomson Reuters MTM Pricing and reported in The Wall Street Journal. This represents a drop of 0.50 of percentage points from the previous week. The bank loan matures on Feb. 15, 2018. The company pays 400 basis points above LIBOR to borrow under the facility. The bank loan matures on Feb. 15, 2018. The bank debt bank debt carries Moody's B1 and Standard & Poor's B+ rating. The loan is one of the biggest gainers and losers among 254 widely quoted syndicated loans with five or more bids in secondary trading for the week ended Friday. About First Data Based in Atlanta, Georgia, First Data Corporation provides commerce and payment solutions for financial institutions, merchants, and other organizations worldwide. For the 12 months ended Dec. 31, 2012, the Company incurred a net loss attributable to the Company of $700.9 million, compared with a net loss attributable to the Company of $516.1 million during the prior year. The Company's balance sheet at March 31, 2013, showed $44.50 billion in total assets, $42.24 billion in total liabilities, $69.1 million in redeemable noncontrolling interest and $2.19 billion in total equity. * * * The Company's carries a 'B3' corporate family rating, with a stable outlook, from Moody's Investors Service, a 'B' corporate credit rating, with stable outlook, from Standard & Poor's, and a 'B' long-term issuer default rating from Fitch Ratings. FIRST DATA: Bank Debt Due March 2018 Trades at 2% Off ----------------------------------------------------- Participations in a syndicated loan under which First Data Corp. is a borrower traded in the secondary market at 98 cents-on-the- dollar during the week ended Friday, June 21, 2013, according to data compiled by LSTA/Thomson Reuters MTM Pricing and reported in The Wall Street Journal. This represents a drop of 0.66 of percentage points from the previous week. The loan matures on March 24, 2018. The company pays 400 basis points above LIBOR to borrow under the facility. The bank debt is not rated by Moody's and Standard & Poor's. The loan is one of the biggest gainers and losers among 254 widely quoted syndicated loans with five or more bids in secondary trading for the week ended Friday. About First Data Based in Atlanta, Georgia, First Data Corporation provides commerce and payment solutions for financial institutions, merchants, and other organizations worldwide. For the 12 months ended Dec. 31, 2012, the Company incurred a net loss attributable to the Company of $700.9 million, compared with a net loss attributable to the Company of $516.1 million during the prior year. The Company's balance sheet at March 31, 2013, showed $44.50 billion in total assets, $42.24 billion in total liabilities, $69.1 million in redeemable noncontrolling interest and $2.19 billion in total equity. * * * The Company's carries a 'B3' corporate family rating, with a stable outlook, from Moody's Investors Service, a 'B' corporate credit rating, with stable outlook, from Standard & Poor's, and a 'B' long-term issuer default rating FNB UNITED: Shareholders OK Name Change to "CommunityOne Bancorp" ----------------------------------------------------------------- FNB United Corp. held its 2013 annual meeting of shareholders on June 20 at which the shareholders: (1) elected John J. Bresnan, Robert L. Reid, Jerry R. Licari, and Ray McKenney, Jr., as Class III directors, each for a term of three years expiring at the 2016 Annual Meeting of Shareholders and Gray McCaskill was elected as Class II director for a term of two years expiring at the 2015 Annual Meeting of Shareholders; (2) approved an amendment to FNB Amended and Restated Bylaws to eliminate the classified structure of the Board; (3) approved the amendment to FNB's Articles of Incorporation to change the name of the company to CommunityOne Bancorp; (4) approved the amendments to the 2012 Incentive Plan; (5) ratified the selection of Dixon Hughes Goodman LLP as FNB's independent registered public accounting firm for the fiscal year 2013; and (6) approved, on a non-binding basis, the compensation of FNB's executive officers. On June 20, 2013, Reynolds Neely, Jr., retired from the Board of Directors of FNB United. About FNB United Asheboro, N.C.-based FNB United Corp. (Nasdaq:FNBN) is the bank holding company for CommunityOne Bank, N.A., and the bank's subsidiary, Dover Mortgage Company. Opened in 1907, CommunityOne Bank -- http://www.MyYesBank.com/-- operates 45 offices in 38 communities throughout central, southern and western North Carolina. Through these subsidiaries, FNB United offers a complete line of consumer, mortgage and business banking services, including loan, deposit, cash management, wealth management and internet banking services. FNB United incurred a net loss of $40 million in 2012, a net loss of $137.31 in 2011, and a net loss of $131.82 million in 2010. The Company's balance sheet at March 31, 2013, showed $2.09 billion in total assets, $2 billion in total liabilities and $89.37 million in total shareholders' equity. FREEDOM GROUP: S&P Retains 'B+' CCR on CreditWatch Developing ------------------------------------------------------------- Standard & Poor's Ratings Services said that its ratings on Madison, N.C.-based Freedom Group Inc., including the 'B+' corporate credit rating, remain on CreditWatch, where they were placed with developing implications on Dec. 19, 2012. The continued CreditWatch listing reflects ongoing uncertainty as to the impact of Cerberus' planned sale of Freedom Group on the credit profile of the company. "Implications of the listing are developing, because we could raise or lower ratings on Freedom Group depending on the outcome of the sale," said Standard & Poor's credit analyst Ariel Silverberg. In the event Cerberus' sale of Freedom Group is a leveraging event, S&P could lower the ratings. S&P's measure of adjusted leverage was 4.2x at March 31, 2013. In the first quarter of 2013, total sales grew 56% and EBITDA (adjusted for one-time charges) grew 77%. S&P believes revenue growth was driven largely by consumer fears of increased regulation and, to a lesser extent, demand stemming from continued economic growth and a higher base of users of Freedom Group's products. In the event Cerberus sells Freedom Group to a buyer with higher credit quality, S&P could raise its ratings. S&P will resolve the CreditWatch listing once it is confident it can estimate the impact of the planned sale. FRIENDFINDER NETWORKS: Obtains Forbearance Extension Until July 1 ----------------------------------------------------------------- Friendfinder Networks Inc. and Interactive Network, Inc., entered into a third amendment to the forbearance agreements previously entered into on Nov. 5, 2012, and as amended effective on Feb. 4, 2013, and May 6, 2013, with over 93 percent of the unaffiliated holders of the Issuers' 14 percent Senior Secured Notes due 2013 and 100 percent of the holders of the Cash Pay Secured Notes due 2013. The Amendments extend the forbearance period from June 7, 2013, to July 1, 2013, unless certain events are triggered before that date. Copies of the Forbearance Agreements are available for free at: http://is.gd/Bl1tMO http://is.gd/Xf5qcI About FriendFinder Networks FriendFinder Networks (formerly Penthouse Media Group) owns and operates a variety of social networking Web sites, including FriendFinder.com, AdultFriendFinder.com, Amigos.com, and AsiaFriendFinder.com. All total, its Web sites are offered in 12 languages to users in some 170 countries. The company also publishes the venerable adult magazine PENTHOUSE, and produces adult video content and related images. The Company is based in Boca Raton, Florida. FriendFinder Networks reported a net loss of $49.44 million in 2012, a net loss of $31.14 million in 2011, and a net loss of $43.15 million in 2010. The Company's balance sheet at March 31, 2013, showed $461.21 million in total assets, $647.78 million in total liabilities and a $186.56 million total stockholders' deficiency. * * * In the Nov. 14, 2012, edition of the TCR, Standard & Poor's Ratings Services lowered its rating on FriendFinder Networks Inc. to 'CC' from 'CCC'. "The downgrade follows FriendFinder's announcement that it had reached a forbearance agreement with 85% of the lenders in its senior secured notes and 100% of the lenders in its second lien cash pay notes that defers the excess cash flow payments through Feb. 4, 2013," said Standard & Poor's credit analyst Daniel Haines. "The company has decided to preserve liquidity as it attempts to refinance its debt. We are withdrawing our ratings at the company's request." FTLL ROBOVAULT: Case Converted Into Chapter 7 Proceeding -------------------------------------------------------- Judge John Olson has ordered for the conversion of FTLL Robovault, LLC's Chapter 11 case into a proceeding under Chapter 7. The U.S. Trustee is directed to appoint a Chapter 7 trustee. Zana M. Scarlet, Esq., serves as trial attorney for the U.S. Trustee. About FTLL RoboVault Based in Fort Lauderdale, Florida, FTLL RoboVault LLC, aka Robo Vault, filed for Chapter 11 bankruptcy (Bankr. S.D. Fla. Case No. 12-33090) on Sept. 27, 2012. Developer Marvin Chaney signed Chapter 11 petitions for Robo Vault and affiliate Off Broward Storage. The companies own modern storage warehouses in Fort Lauderdale. The Debtor disclosed $15,289,150 in assets and $23,934,952 in liabilities as of the Chapter 11 filing. The U.S. Trustee for Region 21 notified the U.S. Bankruptcy Court for the Southern District of Florida that until further notice, it will not appoint a committee of creditors pursuant to Section 1102 of the Bankruptcy Code. Bankruptcy Judge Raymond B. Ray initially presided over the case. On Nov. 19, the case was transferred to Judge John K. Olson. Lawrence B. Wrenn, Esq., served as the Debtor's counsel. In November, Donald F. Walton, the U.S. Trustee for Region 21, sought and obtained approval from the U.S. Bankruptcy Court to appoint Barry E. Mukamal as Chapter 11 trustee. Following the Chapter 11 Trustee's appointment, Mr. Wren voluntarily dismissed himself in the Debtor's bankruptcy case. GEOMET INC: Receives $62-Mil. From Sale of Alabama Properties ------------------------------------------------------------- GeoMet, Inc., has closed the previously announced sale of all of its coal bed methane properties located in the state of Alabama. The sale resulted in net proceeds of approximately $62 million after normal and customary purchase price adjustments of $1.2 million to account for net cash flows from the effective date to the closing date. Simultaneously with the close of the property sale, approximately $57 million was used to repay outstanding borrowings under the Company's Credit Agreement and $5 million was held in reserve to pay transaction related costs and expenses, including the liquidation of certain natural gas hedge positions. After this repayment, borrowings outstanding under the Credit Agreement totaled $77 million and that amount has been established as the new borrowing base. In connection with this repayment the non-conforming "Tranche B" portion of total outstanding borrowings, which has existed since August 2012, has been eliminated and the Company no longer has a borrowing base deficiency under the Credit Agreement. The next scheduled borrowing base determination is expected to occur on or around December 15th and will be based on the Company's reserves at June 30th. The Credit Agreement continues to have a termination date of April 1, 2014. Lantana Oil & Gas Partners, a Houston based divestiture firm, represented GeoMet in this transaction. About Geomet Inc. Houston, Texas-based GeoMet, Inc., is an independent energy company primarily engaged in the exploration for and development and production of natural gas from coal seams (coalbed methane) and non-conventional shallow gas. Its principal operations and producing properties are located in the Cahaba and Black Warrior Basins in Alabama and the central Appalachian Basin in Virginia and West Virginia. It also owns additional coalbed methane and oil and gas development rights, principally in Alabama, Virginia, West Virginia, and British Columbia. As of March 31, 2012, it owns a total of 192,000 net acres of coalbed methane and oil and gas development rights. For the year ended Dec. 31, 2012, the Company incurred a net loss of $149.95 million on $39.38 million of total revenues, as compared with net income of $2.81 million on $35.61 million of total revenues in 2011. The Company's balance sheet at March 31, 2013, showed $87.85 million in total assets, $166.07 million in total liabilities, $36.34 million in series A convertible redeemable preferred stock and a $114.55 million total stockholders' deficit. Going Concern "Our audited financial statements for the fiscal year ended December 31, 2012 were prepared on a going concern basis in accordance with United States generally accepted accounting principles. The going concern basis of presentation assumes that we will continue in operation for the next twelve months and will be able to realize our assets and discharge our liabilities and commitments in the normal course of business and do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from our inability to continue as a going concern. Our credit facility matures on April 1, 2014. As a result, all borrowings under our credit facility will be classified as current on April 2, 2013. Our operating and capital plans for the next twelve months call for dedication of substantially all of our excess cash flow to the repayment of indebtedness and the possible sale of assets to reduce indebtedness, with the goal of eliminating our borrowing base deficiency, and refinancing our credit facility. Therefore, we concluded that due to the uncertainties surrounding our ability to sell assets at acceptable prices, to reduce our indebtedness to an amount less than the borrowing base and to refinance our credit facility before its maturity date, substantial doubt exists as to our ability to continue as a going concern. If we were unable to continue as a going concern, the values we receive for our assets on liquidation or dissolution could be significantly lower than the values reflected in our financial statements." GILBERT AUTO: Court Dismisses 3 Chapter 11 Cases ------------------------------------------------ Andy Porter, writing for Union-Bulletin, reports that the U.S. Bankruptcy Judge Frank L. Kurtz has dismissed three Chapter 11 bankruptcy proceedings involving Mark W. Gilbert's auto dealerships in Pendleton, Walla Walla and Moscow, Idaho. A Chapter 11 filing for a Gilbert dealership in Moses Lake, Wash., remains active. The report notes Mr. Gilbert and his companies are currently being sued by numerous creditors, the city of College Place and the state Attorney General's Office. The report relates the Chapter 11 filing for the Gilbert Chevrolet dealership in Pendleton was dismissed on May 28 and the Chapter 11 filing for the Walla Walla dealership was dismissed June 13. The final order to dismiss the Chapter 11 filing for the Moscow, Idaho, dealership was filed June 18. According to the report, Acting United States Trustee Gail Geiger sought dismissal of the cases. Among the reasons cited by the U.S. Trustee were Mr. Gilbert not filing schedules and statements of financial affairs required by the court and that "the debtor has nothing to reorganize and the ongoing costs and interests diminish the estate on a daily basis." The Troubled Company Reporter published Gilbert Auto Ford's case summary in its March 15, 2013 edition. Gilbert Auto Ford, LLC, based in Walla Walla, Washington, filed for Chapter 11 (Bankr. E.D. Wash. Case No. 13-01010) on March 11, 2013. Judge Frank L. Kurtz is assigned to the case. Barry W. Davidson, Esq., at Davidson Backman Medeiros, represents the Debtor. Gilbert Ford estimated $1 million to $10 million in both assets and debts. A list of the Company's 20 largest unsecured creditors, filed together with the petition, is available for free at http://bankrupt.com/misc/waeb13-01010.pdf The petition was signed by Mark W. Gilbert, managing member. GLOBAL BUSINESS: Voluntary Chapter 11 Case Summary -------------------------------------------------- Debtor: Global Business School, Inc. dba Global Business Institute 1931 Mott Avenue Far Rockaway, NY 11691 Bankruptcy Case No.: 13-12009 Chapter 11 Petition Date: June 17, 2013 Court: U.S. Bankruptcy Court Southern District of New York (Manhattan) Judge: James M. Peck Debtor's Counsel: Robert R. Leinwand, Esq. ROBINSON BROG LEINWAND GREENE GENOVESE & GLUCK, P.C. 875 Third Avenue, 9th Floor New York, NY 10022 Tel: (212) 603-6300 E-mail: rrl@robinsonbrog.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $100,001 to $500,000 The Company did not file a list of creditors together with its petition. The petition was signed by Michael J. Hatten, president. GMX RESOURCES: Directors Tom Casso and Ken Kenworthy Quit --------------------------------------------------------- Thomas G. Casso and Ken L. Kenworthy, Sr., notified GMX Resources Inc. of their resignations from the Company's Board of Directors by separate resignation letters, effective as of June 17, 2013, and June 18, 2013, respectively. The week before, T. J. Boismier and Michael G. Cook notified GMX of their resignations from the Company's Board of Directors by separate resignation letters, effective as of June 13, 2013. 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. 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. GYMBOREE CORP: Bank Debt Trades at 3% Off ----------------------------------------- Participations in a syndicated loan under which Gymboree Corp. is a borrower traded in the secondary market at 96.67 cents-on-the- dollar during the week ended Friday, June 21, 2013, according to data compiled by LSTA/Thomson Reuters MTM Pricing and reported in The Wall Street Journal. This represents a drop of 0.25 of percentage points from the previous week. The bank loan matures on Feb. 23, 2018. The Company pays 350 basis points above LIBOR to borrow under the facility. The bank debt is rated by Moody's B2 and Standard & Poor's B- rating. The loan is one of the biggest gainers and losers among 254 widely quoted syndicated loans with five or more bids in secondary trading for the week ended Friday. Headquartered in San Francisco, California, The Gymboree Corporation is a leading retailer of infant and toddler apparel. The company designs and distributes infant and toddler apparel through its stores which operates under the "Gymboree", "Gymboree Outlet", "Janie and Jack" and "Crazy 8" brands in the United States, Canada and Australia. Revenues are approximately $1.2 billion. The company is owned by affiliates of Bain Capital Partners LLC. HOFFMASTER GROUP: Weak Performance Cues Moody's to Cut CFR to B3 ---------------------------------------------------------------- Moody's Investors Service lowered Hoffmaster Group Inc.'s Corporate Family Rating to B3 and the Probability of Default Rating to B3-PD. Moody's also downgraded the company's first lien credit facility to B2 and the second lien term loan to Caa2. The rating outlook was changed to stable from negative. The following ratings were downgraded: Corporate Family Rating to B3 from B2 Probability of Default Rating to B3-PD from B2-PD $35 million senior secured first lien revolving credit facility to B2 (LGD3, 39%) from B1 (LGD4, 40%) $250 million senior secured first lien term loan to B2 (LGD3, 39%) from B1 (LGD4, 40%) $85 million senior secured second lien term loan to Caa2 (LGD5, 89%) from Caa1 (LGD6, 90%) Ratings Rationale: "Hoffmaster has not been able to reduce financial leverage as we originally expected largely due to weak operating performance," explained Moody's lead analyst John Zhao. "The downgrade reflects Moody's expectation that financial leverage will remain at or above 6.0x despite modest earnings recovery over the next 12 to 18 months." In addition, Moody's believes that covenant headroom will remain tight into 2014 should operating performance not improve. Hoffmaster's B3 CFR reflects the company's small scale, narrow product focus and earning reliance on discretionary consumer spending given its exposure to away-from-home dining and party suppliers. The rating is further constrained by the company's growth strategy through bolt-on acquisitions which has resulted in a higher debt load without meaningful incremental earnings for the entire company. Positive rating consideration is given to Hoffmaster's strong market presence in the foodservice channel, diversified customer base in consumer retail, and positive free cash flow. The stable outlook reflects Moody's view that earnings will improve modestly as a result of cost cutting and the implementation of key initiatives targeting efficiencies. However, earnings improvement could be tempered by continuous uncertainty in recovery of consumer discretionary spending. Further, the outlook anticipates adequate liquidity over the next 12 to 18 months. Hoffmaster's ratings could be upgraded if the company demonstrates sustained organic revenue and profitability growth such that debt- to-EBITDA is expected to be sustained at about 5 times. Hoffmaster's ratings could be downgraded if debt-to-EBITDA approaches 7 times, interest coverage (EBIT/interest expense) falls below 1 times or liquidity deteriorates. The principal methodology used in this rating was the Global Packaged Goods published in December 2012. Other methodologies used include Loss Given Default for Speculative-Grade Non- Financial Companies in the U.S., Canada and EMEA published in June 2009. Headquartered in Oshkosh, Wisconsin, Hoffmaster is a leading niche manufacturer and supplier of decorative disposable tableware products sold equally through foodservice and retail channels. The company's primary products include paper napkins, placemats, tablecovers, plates, cups, bowls and guest towels as well as sourced items such as cutlery and accessory items sold under the Hoffmaster, Touch of Color, Party Creations, Sensations, Paper Art and FashnPoint brand names. Sales during the twelve months ended March 31, 2013 were approximately $362 million. HEALTHWAREHOUSE.COM INC: Appoints Ned Siegel as Director -------------------------------------------------------- The Board of Directors of HealthWarehouse.com, elected Ned L. Siegel a director of the Company to fill a vacancy on the Board. Mr. Siegel will stand for election at the Company's 2013 Annual Meeting of stockholders. Mr. Siegel served as the U.S. Ambassador to the Commonwealth of The Bahamas from 2007 to 2009 and is currently the Chairman of The Siegel Group, Inc., a real estate development, investment and consulting firm active in all aspects of residential development, commercial development, and realty management. On June 19, 2013, the Board granted Mr. Siegel an option to purchase 100,000 shares of the Company's common stock, $.001 par value per share, at an exercise price per share equal to $1.45, and those options vest 33.33 percent on each of the first three anniversaries of the date of the grant. Under the terms of the stock option agreement, any unvested portion of the options terminate and are null and void upon the termination of Mr. Siegel's service with the Company. The options have a term of 10 years and any vested and unexercised options terminate three months after the termination of Mr. Siegel's service with the Company for a reason other than cause and immediately upon Mr. Siegel's termination of service for cause and 12 months after termination of Mr. Siegel's service by reason of disability or death. Mr. Siegel was not selected as a director pursuant to any agreement or understanding with any other person. The Board determined that Mr. Siegel is an independent director. About HealthWarehouse.com HealthWarehouse.com, Inc., headquartered in Florence, Kentucky, is a U.S. licensed virtual retail pharmacy ("VRP") and healthcare e-commerce company that sells brand name and generic prescription drugs as well as over-the-counter ("OTC") medical products. In the auditors' report accompanying the consolidated financial statement for the year ended Dec. 31, 2011, Marcum LLP, in New York, expressed substantial doubt about HealthWarehouse.com's ability to continue as a going concern. The independent auditors noted that the Company has incurred significant losses and needs to raise additional funds to meet its obligations and sustain its operations. The Company reported a net loss of $5.71 million in 2011, compared with a net loss of $3.69 million in 2010. The Company's balance sheet at Sept. 30, 2012, showed $1.69 million in total assets, $8.52 million in total liabilities and a $6.83 million total stockholders' deficiency. HEALTHWAREHOUSE.COM INC: L. Dhadphale Equity Stake Down to 16% -------------------------------------------------------------- In an amended Schedule 13D filing with the U.S. Securities and Exchange Commission, Lalit Dhadphale disclosed that, as of March 18, 2013, he beneficially owned 4,163,290 shares of common stock of Healthwarehouse.com, Inc., representing 16 percent of the shares outstanding. Mr. Dhadphale previously reported beneficial ownership of 4,380,053 common shares or 25.4 percent equity stake as of Feb. 1, 2013. A copy of the regulatory filing is available for free at http://is.gd/LfBTqn About HealthWarehouse.com HealthWarehouse.com, Inc., headquartered in Florence, Kentucky, is a U.S. licensed virtual retail pharmacy ("VRP") and healthcare e-commerce company that sells brand name and generic prescription drugs as well as over-the-counter ("OTC") medical products. In the auditors' report accompanying the consolidated financial statement for the year ended Dec. 31, 2011, Marcum LLP, in New York, expressed substantial doubt about HealthWarehouse.com's ability to continue as a going concern. The independent auditors noted that the Company has incurred significant losses and needs to raise additional funds to meet its obligations and sustain its operations. The Company reported a net loss of $5.71 million in 2011, compared with a net loss of $3.69 million in 2010. The Company's balance sheet at Sept. 30, 2012, showed $1.69 million in total assets, $8.52 million in total liabilities and a $6.83 million total stockholders' deficiency. HEALTHWAREHOUSE.COM INC: Cape Bear Holds 4.9% Equity Stake ---------------------------------------------------------- In an amended Schedule 13D filing with the U.S. Securities and Exchange Commission, Cape Bear Partners LLC disclosed that, as of April 10, 2013, it beneficially owned 1,224,579 shares of common stock of HealthWarehouse.com, Inc., representing 4.9 percent of the shares outstanding. Cape Bear previously reported beneficial ownership of 1,222,468 common shares or a 10.4 percent equity stake as of June 28, 2012. A copy of the regulatory filing is available for free at http://is.gd/kbdvyv About HealthWarehouse.com HealthWarehouse.com, Inc., headquartered in Florence, Kentucky, is a U.S. licensed virtual retail pharmacy ("VRP") and healthcare e-commerce company that sells brand name and generic prescription drugs as well as over-the-counter ("OTC") medical products. In the auditors' report accompanying the consolidated financial statement for the year ended Dec. 31, 2011, Marcum LLP, in New York, expressed substantial doubt about HealthWarehouse.com's ability to continue as a going concern. The independent auditors noted that the Company has incurred significant losses and needs to raise additional funds to meet its obligations and sustain its operations. The Company reported a net loss of $5.71 million in 2011, compared with a net loss of $3.69 million in 2010. The Company's balance sheet at Sept. 30, 2012, showed $1.69 million in total assets, $8.52 million in total liabilities and a $6.83 million total stockholders' deficiency. HERCULES OFFSHORE: Fleet Status Report as of June 20 ---------------------------------------------------- Hercules Offshore, Inc., posted on its Web site at www.herculesoffshore.com a report entitled "Hercules Offshore Fleet Status Report". The Fleet Status Report includes the Hercules Offshore Rig Fleet Status (as of June 20, 2013), which contains information for each of the Company's drilling rigs, including contract dayrate and duration. The Fleet Status Report also includes the Hercules Offshore Liftboat Fleet Status Report, which contains information by liftboat class for May 2013, including revenue per day and operating days. The Fleet Status Report is available for free at http://is.gd/5WPakw 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. HONDO MINERALS: Incurs $3.3-Mil. Net Loss in Q3 Ended April 30 -------------------------------------------------------------- Hondo Minerals Corporation filed its quarterly report on Form 10-Q, reporting a net loss of $3.3 million on $nil revenue for the three months ended April 30, 2013, compared with a net loss of $556,316 on $nil revenue for the three months ended April 30, 2012. The Company reported a net loss of $10.3 million on $nil revenue for the nine months ended April 30, 2013, compared with a net loss of $2.4 million on $nil revenue for the nine months ended April 30, 2012. The Company's balance sheet at April 30, 2013, showed $12.8 million in total assets, $8.7 million in total liabilities, and stockholders' equity of $4.1 million. "The Company has limited cash and, as yet, has not generated any revenues, raising substantial doubt about the Company's ability to continue as a going concern." A copy of the Form 10-Q is available at http://is.gd/8rmqQ0 Addison, Texas-based Hondo Minerals Corporation is engaged in the acquisition of mines, mining claims and mining real estate in the United States with mineral reserves consisting of precious metals or non-ferrous metals. Since early 2010, HMI has been building and developing a plant designed to process precious and base metals in the Tennessee and Schuylkill Mines in the Wallapai Mining District near Chloride, Mohave County, Arizona. The Company's main focus is the processing of the tailings pile at the mouth of the Tennessee Mine which includes approximately a one million ton tailings pile containing various amounts of lead, zinc, gold, silver, and other concentrations of metal and is adjacent to the Schuylkill Mine. Hondo also owns various mining claims in Colorado and Utah but none are operational as of April 30, 2013. In mid-July 2012, the Company began processing tailings; however, the Company has yet to realize any revenues from those operations. HORIZON LINES: Seeking OK to Hike Authorized Shares to 150-Mil. --------------------------------------------------------------- Horizon Lines, Inc., filed, on June 21, 2013, a Certificate of Amendment to the Company's Restated Certificate of Incorporation with the Secretary of State of the State of Delaware. The Certificate of Amendment became effective upon filing. The Company included a proposal in the Company's definitive Proxy Statement dated April 17, 2013, seeking stockholder approval to amend the Company's Restated Certificate of Incorporation to increase the number of authorized shares of common stock of the Company from 100,000,000 shares to 150,000,000 shares. The Company's proposal was approved by the stockholders at the Company's 2013 Annual Meeting of Stockholders held on June 6, 2013. 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. HOSPIRA INC: Cash Constraints Cue Moody's to Lower Rating to Ba1 ---------------------------------------------------------------- Moody's Investors Service lowered Hospira, Inc.'s long-term debt rating to Ba1 from Baa3. At the same time, Moody's assigned a Ba1 Corporate Family Rating and Ba1-PD Probability of Default Rating. The rating outlook is negative. Moody's also assigned a speculative grade liquidity rating of SGL-3. This concludes Moody's rating review that was initiated on May 22, 2013. Rating downgraded: Hospira, Inc. Senior unsecured notes to Ba1 (LGD4 , 53%) from Baa3 Ratings assigned: Hospira, Inc. Corp. Family Rating of Ba1 Probability Default Rating of Ba1-PD Speculative Grade Liquidity Rating of SGL-3 Ratings Rationale: "Uncertainty associated with ongoing regulatory matters and cash flow constraints are key factors supporting our downgrade of Hospira's debt rating," said Diana Lee, a Moody's Senior Credit Officer. Hospira's Ba1 rating reflects uncertainty associated with regulatory matters and the risk that cash flow will be below targeted levels over a protracted period. During 2013, the company's free cash flow will be negative because of ongoing remediation efforts and the decision to simplify its medical device product line, which will involve swapping out medication infusion pumps. Adding to cash flow constraints, Hospira's brand name anesthesia drug, Precedex, faces potential generic competition in early 2014. Regulatory risk continues to rise as the FDA has issued four warning letters to various Hospira manufacturing and development sites. The rating also incorporates a moderately sized revenue base and a longstanding and solid presence in generic injectable pharmaceuticals. Hospira has been among the first to successfully launch biosimilar products in Europe (including Retacrit and Nivestim) and is in Phase III clinical trials for a biosimilar version of Epogen in the US. The negative outlook reflects the potential for additional regulatory matters or higher than expected device replacement or remediation costs to affect Hospira's already constrained cash flow and liquidity. If the company faces additional material regulatory constraints, such as a corporate warning letter or restrictions on key new product approvals, the ratings could be downgraded. Further, if Moody's believes that cash flow will become more negative or liquidity will tighten further, the ratings could be downgraded. Credit metrics that could support a downgrade include debt/EBITDA sustained above 3.5 times or FCF/debt well below 10%. If Moody's believes that cash flow from operations will approach $600 million and can be sustained, and regulatory matters are substantially resolved, the ratings could be upgraded. Credit metrics that could support an upgrade include debt/EBITDA sustained below 2.5 times and FCF/debt sustained at or above 15%. The SGL-3 reflects Moody's belief that Hospira's liquidity will be adequate over the next 12 months. In addition to negative free cash flow in 2013, the company has a $400 million debt maturity in June 2014. Balance sheet cash -- a portion of which is held overseas -- will help fund cash needs. With the recent amendment to its bank facility -- providing additional cushion under financial covenants and allowing for carve-outs of certain items -- the company should have access to a portion of its $1 billion revolver, which was unused as of March 31, 2013. The principal methodology used in this rating was the Global Medical Product and Device Industry published in October 2012. Other methodologies used include Loss Given Default for Speculative-Grade Non-Financial Companies in the U.S., Canada and EMEA published in June 2009. Hospira, Inc., headquartered in Lake Forest, Illinois, is a leading manufacturer of hospital products, including specialty injectable pharmaceuticals and medication delivery systems. During the twelve months ended March 31, 2013, Hospira generated revenues of around $4 billion. HOWREY LLP: Settles Unfinished Business Claims With 3 Firms ----------------------------------------------------------- Jacqueline Palank writing for Dow Jones' DBR Small Cap reports that Howrey LLP has settled unfinished business claims with three law firms that hired its former partners, part of an ongoing quest to boost creditors' recoveries in the defunct law firm's liquidation. About Howrey LLP Three creditors filed an involuntary Chapter 7 petition (Bankr. N.D. Cal. Case No. 11-31376) on April 11, 2011, against the remnants of the Washington-based law firm Howrey LLP. The filing was in San Francisco, where the firm had an office. The firm previously was known as Howrey & Simon and Howrey Simon Arnold & White LLP. The firm at one time had more than 700 lawyers in 17 offices. The partners voted to dissolve in March 2011. The firm specialized in antitrust and intellectual-property matters. The three creditors filing the involuntary petition together have $36,600 in claims, according to their petition. The involuntary chapter 7 petition was converted to a chapter 11 case in June 2011 at the request of the firm. In its schedules filed in July, the Debtor disclosed assets of $138.7 million and liabilities of $107.0 million. Representing Citibank, the firm's largest creditor, is Kelley Cornish, Esq., a partner at Paul, Weiss, Rifkind, Wharton & Garrison. Representing Howrey is H. Jason Gold, Esq., a partner at Wiley Rein. The Official Committee of Unsecured Creditors is represented in the case by Bradford F. Englander, Esq., at Whiteford, Taylor And Preston LLP. In September 2011, Citibank sought conversion of the Debtor's case to Chapter 7 or, in the alternative, appointment of a Chapter 11 Trustee. The Court entered an order appointing a Chapter 11 Trustee. In October 2011, Allan B. Diamond was named as Trustee. I-35 SAND: Case Summary & 20 Largest Unsecured Creditors -------------------------------------------------------- Debtor: I-35 Sand Pit, Inc. 4531 S. Interstate 35 W Alvarado, TX 76009-6398 Bankruptcy Case No.: 13-42806 Chapter 11 Petition Date: June 17, 2013 Court: U.S. Bankruptcy Court Northern District of Texas (Ft. Worth) Judge: D. Michael Lynn Debtor's Counsel: Eric A. Liepins, Esq. ERIC A. LIEPINS, P.C. 12770 Coit Road, Suite 1100 Dallas, TX 75251 Tel: (972) 991-5591 E-mail: eric@ealpc.com Estimated Assets: $0 to $50,000 Estimated Debts: $1,000,001 to $10,000,000 A copy of the Company's list of its 20 largest unsecured creditors filed with the petition is available for free at: http://bankrupt.com/misc/txnb13-42806.pdf The petition was signed by Finis Shipman, Jr., president. INOVA TECHNOLOGY: Awaits New Certificates From DTC -------------------------------------------------- Inova Technology, Inc., is now waiting for the Depository Trust Company to replace the old certificates with new certificates that match the Company's new CUSIP. Inova Technology's stock split has been approved by the Board, the State of Nevada, counsel, the Transfer Agent, the SEC and FINRA. DTC has not provided a firm completion date but did indicate that this process usually takes several days. The Company will provide an update to investors when DTC completes the process. The Company will resume providing investor updates through press releases when the stock resumes trading. About Inova Technology Based in Las Vegas, Nevada, Inova Technology, Inc. (OTC BB: INVA) -- http://www.inovatechnology.com/-- through its subsidiaries, provides information technology (IT) consulting services in the United States. It also manufactures radio frequency identification (RFID) equipment; and provides computer network solutions. The company was formerly known as Edgetech Services Inc. and changed its name to Inova Technology, Inc., in 2007. The Company reported a net loss of $1.24 million for the year ended April 30, 2012, compared with a net loss of $3.35 million during the prior year. The Company's balance sheet at Jan. 31, 2013, showed $6.26 million in total assets, $20.73 million in total liabilities and a $14.46 million total stockholders' deficit. MaloneBailey, LLP, in Houston, Texas, issued a "going concern" qualification on the consolidated financial statements for the year ended April 30, 2012. The independent auditors noted that Inova incurred losses from operations for the years ended April 30, 2012, and 2011 and has a working capital deficit as of April 30, 2012, which raise substantial doubt about Inova's ability to continue as a going concern. INSPIRATION BIOPHARMA: Court Okays Cash Collateral Stipulation -------------------------------------------------------------- The U.S. Bankruptcy Court for the District of Massachusetts approved (i) a stipulation authorizing Inspiration Biopharmaceuticals, Inc.'s use of cash collateral and (ii) the so-called Waterfall Distributions. On Dec. 19, 2012, the Court entered a final order (i) authorizing the Debtor to obtain postpetition senior secured super-priority financing; and (ii) granting adequate protection to certain prepetition secured parties. Ipsen is owed $203 million on account of the prepetition obligations. The stipulation entered among the Debtor, the Official Committee of Unsecured Creditors and Ipsen Pharma, S.A.S., provides that, among other things: 1. if the sales proceeds are not sufficient to satisfy all distribution owed pursuant to priorities 1, 2, and 3 of the waterfall, Ipsen has agreed to defer amount to which it is entitled to receive pursuant to priority 3 of the Waterfall in order to allow the Debtor's estate to receive a $2,750,000 payment to be made to it pursuant to Priority 3 of the Waterfall; 2. the Waterfall provides that all fees and expenses Ipsen incurred are reimbursable to Ipsen as Priority 2 distributions; 3. Ipsen asserts that it has incurred $5,201,474, in professional fees through March 20, 2013; 4. Ipsen has consented to the Debtor's use of the cash collateral, subject to the terms and conditions; and that estate distribution and amounts paid to the Debtor's estate in Priority 6 do not constitute cash collateral. A copy of the terms of the stipulation is available for free at http://bankrupt.com/misc/INSPIRATIONBIOPHARMA_CC_order.pdf About Inspiration Biopharmaceuticals Inspiration Biopharmaceuticals Inc. develops recombinant blood coagulation factor products for the treatment of hemophilia. Inspiration, based in Cambridge, Massachusetts, has two products in what the company calls "advanced clinical development." Two other products are in "pre-clinical development." None of the products can be marketed as yet. Inspiration filed for voluntary Chapter 11 reorganization (Bankr. D. Mass. Case No. 12-18687) on Oct. 30, 2012, in Boston. Bankruptcy Judge William C. Hillman oversees the case. Mark Weinstein and Michael Nolan, at FTI Consulting, Inc., serve as the Debtor's Chief Restructuring Officers. The Debtor is represented by Harold B. Murphy, Esq., at Murphy & King. The petition shows assets and debt both exceed $100 million. Assets include patents, trademarks and the products in development. Liabilities include $195 million owing to Ipsen Pharma SAS, which is also a 15.5% shareholder. Ipsen -- http://www.ipsen.com/-- is also owed $19.4 million in unsecured debt. There is another $12 million in unsecured claims. Ipsen is pledged to provide $18.3 million in financing. The Debtor disclosed $20,383,300 in assets and $241,049,859 in liabilities. Ipsen is represented in the case by J. Eric Ivester, Esq., at Skadden Arps. The Official Committee of Unsecured Creditors tapped Jeffrey D. Sternklar and Duane Morris LLP as its counsel, and The Hawthorne Consulting Group, LLC as its financial advisor. INTELLICELL BIOSCIENCES: Issues 9.8MM Add'l Shares to Hanover ------------------------------------------------------------- Intellicell Biosciences, Inc., on June 17, 2013, issued and delivered to Hanover Holdings I, LLC, 5,550,000 additional settlement shares, and on June 19, 2013, another 4,300,000 additional settlement Shares, in each case pursuant to the terms of the Settlement Agreement approved by the Court. The Supreme Court of the State of New York, County of New York, on May 21, 2013, entered an order approving, among other things, the settlement between Intellicell Biosciences, Inc., and Hanover Holdings I, LLC, in the matter entitled Hanover Holdings I, LLC v. Intellicell Biosciences, Inc., Case No. 651709/2013. Hanover commenced the Action against the Company on May 10, 2013, to recover an aggregate of $706,765 of past-due accounts payable of the Company, plus fees and costs. The Order provides for the full and final settlement of the Claim and the Action. The Settlement Agreement became effective and binding upon the Company and Hanover upon execution of the Order by the Court on May 21, 2013. On May 23, 2013, the Company issued and delivered to Hanover 8,500,000 shares of the Company's common stock, $0.001 par value, pursuant to the terms of the Settlement Agreement approved by the Order. A copy of the Form 8-K is available for free at: http://is.gd/RJ5yqf About Intellicell Biosciences Intellicell BioSciences, Inc., headquartered in New York, N.Y., was formed on Aug. 13, 2010, under the name "Regen Biosciences, Inc." as a pioneering regenerative medicine company to develop and commercialize regenerative medical technologies in large markets with unmet clinical needs. On Feb. 17, 2011, the company changed its name from "Regen Biosciences, Inc." to "IntelliCell BioSciences Inc". To date, IntelliCell has developed proprietary technologies that allow for the efficient and reproducible separation of stromal vascular fraction (branded "IntelliCell(TM)") containing adipose stem cells that can be performed in tissue processing centers and in doctors' offices. The Company has incurred losses since inception resulting in an accumulated deficit of $43,079,590 and a working capital deficit of $3,811,024 as of March 31, 2012, respectively. However, if the non-cash expense related to the Company's change in fair value of derivative liability and stock based compensation is excluded then the accumulated deficit amounted to $4,121,538. Further losses are anticipated in the continued development of its business, raising substantial doubt about the Company's ability to continue as a going concern. The Company's balance sheet at Sept. 30, 2012, showed $4.15 million in total assets, $7.31 million in total liabilities and a $3.16 million total stockholders' deficit. JAD DEVELOPMENT: Voluntary Chapter 11 Case Summary -------------------------------------------------- Debtor: JAD Development, a Pennsylvania partnership 681 Knight Road Harrisburg, PA 17111 Bankruptcy Case No.: 13-03159 Chapter 11 Petition Date: June 17, 2013 Court: U.S. Bankruptcy Court Middle District of Pennsylvania (Harrisburg) Judge: Mary D. France Debtor's Counsel: Deborah A. Hughes, Esq. P.O. Box 961 Harrisburg, PA 17108 Tel: (717) 651-1772 Fax: (717) 651-1778 E-mail: dhughes@ssbc-law.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $500,001 to $1,000,000 The Company did not file a list of creditors together with its petition. The petition was signed by Mark D. Chrysler, partner. JEFFERSON COUNTY: Appeals Court Gives Jan. 15 Deadline for Plan --------------------------------------------------------------- Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that Jefferson County, Alabama, has a Jan. 15 deadline for wrapping up what for now at least is the largest Chapter 9 municipal bankruptcy on record. According to the report, sewer bondholders appealed directly to the U.S. Court of Appeals in Atlanta from a ruling in January 2012 by the bankruptcy judge. The opinion last year concluded that the bankruptcy filing automatically divested a receiver from control of the sewer system and its revenue. In the past month, the county reached settlement with holders of 78 percent of the $3.1 billion in sewer debt at the core of the county's financial problems. The settlement is designed to lay the foundation for a Chapter 9 municipal bankruptcy plan enabling the county to emerge by the year's end. The report notes that at the parties' request, the Eleventh Circuit appeals court in Atlanta postponed the appeal from last year's bankruptcy court ruling, based on the assumption that confirmation and implementation of a plan will make the appeal unnecessary by resolving the underlying disputes. The appeals court rescheduled the appeal for argument on Jan. 15. If the plan hasn't been put into effect, the court said argument will go ahead at 2 p.m. that afternoon. The settlement calls for JPMorgan Chase & Co., the owner of $1.22 billion in bonds, to make the largest concessions so other bondholders will recover more. The bondholders will be paid $1.84 billion through a refinancing, according to a term sheet. The report discloses that the county previously said it would file a plan by the end of June, with or without agreement. The appeal is Assured Guaranty Municipal Corp. v. Jefferson County, Alabama, 12-13654, U.S. Court of Appeals for the Eleventh Circuit. 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. JEWISH COMMUNITY CENTER: Files Plan; Unsecureds to Get 6.25% ------------------------------------------------------------ Jewish Community Center of Greater Monmouth County submitted a Joint Chapter 11 Plan of Reorganization and Disclosure Statement to the U.S. Bankruptcy Court for the District of New Jersey on May 29, 2013. The Plan provides that the Reorganized Debtor will operate the facilities to primarily run the performing arts programming, summer camps and the senior, adult and Jewish programming. In addition, the Reorganized Debtor will idenity and enter into strategic ventures during 2013 and 2014 with one or more operators to manage modified uses of the health and physical education facilities. The Plan would include allowing Deal Sephardic Network ("DSN") to operate its youth programming at the facility. Through the Plan, the Debtor is rejecting all rights to, interests in and contracts relating to membership in and acess to the Debtors' educational and recreational services and facilities. The Plan also provides for a possible sale of the Debtor's assets. The Plan classifies and designates claims and interests in various classes. Creditors of Classes 1 and 2 Secured Claims (Save the JCC -- $6.7 million and Donald Epstein -- $254,444) will retain their prepetition lien on the Debtor's assets, and these claims are expected to be paid in full. Class 3 Priority Wage Claims and Class 4 Priority Employee Benefit Plan Claims are also expected to be paid in full. Class 5 General Unsecured Claims, estimated to total $1.6 million, will be paid from a pool that is being established for this class of $100,000. Class 5 Allowed Claims will each receive a pro-rata portion of the pool based on the Gross Amount of all Allowed Claims in the Class. Attorneys for the Debtor is: BROEGE, NEUMANN, FISCHER & SHAVER, LLC Timothy P. Neumann, Esq. 25 Abe Voorhees Drive Manasquan, New Jersey 08736 Tel No.: (732) 223-8484 Email: tneumann@bnfsbankruptcv.com Attorneys for Trustee Catherine E. Youngman is FORMAN HOLT ELIADES & YOUNGMAN LLC Michael E. Holt, Esq. 80 Route 4 East, Suite 290 Paramus, New Jersey 07652 Tel No.: (201)845-1000 Email: mholt@formanlaw.com Attorneys for Save the Monmouth JCC, LLC is DRINKER BIDDLE & REATH LLP Frank F. Velocci, Esq. 500 Campus Drive Florham Park, New Jersey 07932 Tel No.: (973) 549-7000 Email: frank.velocci@dbr.com A full-text copy of the Disclosure Statement is available for free at http://bankrupt.com/misc/JEWISHCOMMUNITY_DSMay29.PDF About Jewish Community Center Headquartered in Deal Park, New Jersey, Jewish Community Center of Greater Monmouth County, A Not-For-Profit Corporation -- http://jccmonmouth.org/-- offers services, programs, events, activities, and facilities to Jewish families and individuals in Monmouth County. Jewish Community Center filed for Chapter 11 bankruptcy (Bankr. D. N.J. Case No. 11-44738) on Dec. 5, 2011. Judge Michael B. Kaplan presides over the case. Timothy P. Neumann, Esq., at Broege, Neumann, Fischer & Shaver, serves as the Debtor's bankruptcy counsel. In its petition, the Debtor estimated assets of $10 million to $50 million and debts of $1 million to $10 million. On Aug. 9, 2012, the U.S. Trustee appointed Catherine E. Youngman, Esq., as trustee of the Debtor's bankruptcy estate. KIT DIGITAL: Equity Committee Finds Two Other Buyers ---------------------------------------------------- Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that the Kit Digital Inc. official stockholders' committee says it found "at least two qualified bidders" with proposals more attractive than the reorganization plan where a group of shareholders including the company's chief executive officer will buy the software developer for digital video management. According to the report, the committee prevailed on the bankruptcy judge in Manhattan to call a June 26 hearing where shareholders want the judge to force the company to provide competing bidders with confidential financial information. The equity committee said it found four possible buyers. Two didn't proceed because, in the committee's words, there wasn't a "level playing field" since the company wouldn't provide "even access to current financial data." Two other prospective buyers "remain undaunted," the committee says. The report notes that the bankruptcy court scheduled an Aug. 15 confirmation hearing for approval of the Chapter 11 plan sponsored by current shareholders. Three existing shareholders are offering to pay $25 million for 89.3 percent of the stock. They are Prescott Group Capital Management, JEC Capital Partners and Stichting Bewaarder Ratio Capital Partners. Disclosure materials say the plan might pay unsecured creditors in full on their claims ranging between $11.5 million and $14.9 million in the aggregate. The creditors' committee said the plan might end up paying only 40 percent. The creditors left open the possibility of objecting to the plan for violation of the so-called absolute priority rule because shareholders could retain ownership without a guarantee of full payment to creditors. 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. LEHMAN BROTHERS: European Creditors to Get Further $5.5B Payout --------------------------------------------------------------- Reuters reported that more than 1,000 creditors of the European operations of failed U.S. investment bank Lehman Brothers will share a 3.5 billion pound ($5.5 billion) payout next week, its administrators said. According to the report, the payout means the recovery so far for creditors from one of the banking collapses at the heart of the 2008 financial crisis is 68.5 cents in the dollar. PricewaterhouseCoopers, joint administrators for Lehman Brothers International (Europe), said a dividend of 43.3 percent of what creditors were owed -- the second so far -- would be paid on June 28, the report added. The administrators for what is the biggest bankruptcy in history said in their last progress report in April that unsecured creditors could be paid in full and there could be surplus funds, the report related. Tony Lomas, lead administrator of LBIE and partner at PwC, said the latest payout followed resolution of a number of multi-billion pound disputes with affiliates and a reduction in creditor claims reserves through settlements with major trading counterparties, the report further related. About Lehman Brothers Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was the fourth largest investment bank in the United States. For more than 150 years, Lehman Brothers has been a leader in the global financial markets by serving the financial needs of corporations, governmental units, institutional clients and individuals worldwide. Lehman Brothers filed for Chapter 11 bankruptcy Sept. 15, 2008 (Bankr. S.D.N.Y. Case No. 08-13555). Lehman's bankruptcy petition disclosed US$639 billion in assets and US$613 billion in debts, effectively making the firm's bankruptcy filing the largest in U.S. history. Several other affiliates followed thereafter. Affiliates Merit LLC, LB Somerset LLC and LB Preferred Somerset LLC sought for bankruptcy protection in December 2009. The Debtors' bankruptcy cases are handled by Judge James M. Peck. Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife, Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil, Gotshal & Manges, LLP, in New York, represent Lehman. Epiq Bankruptcy Solutions serves as claims and noticing agent. Dennis F. Dunne, Esq., Evan Fleck, Esq., and Dennis O'Donnell, Esq., at Milbank, Tweed, Hadley & McCloy LLP, in New York, serve as counsel to the Official Committee of Unsecured Creditors. Houlihan Lokey Howard & Zukin Capital, Inc., is the Committee's investment banker. On Sept. 19, 2008, the Honorable Gerard E. Lynch of the U.S. District Court for the Southern District of New York, entered an order commencing liquidation of Lehman Brothers, Inc., pursuant to the provisions of the Securities Investor Protection Act (Case No. 08-CIV-8119 (GEL)). James W. Giddens has been appointed as trustee for the SIPA liquidation of the business of LBI. The Bankruptcy Court approved Barclays Bank Plc's purchase of Lehman Brothers' North American investment banking and capital markets operations and supporting infrastructure for US$1.75 billion. Nomura Holdings Inc., the largest brokerage house in Japan, purchased LBHI's operations in Europe for US$2 plus the retention of most of employees. Nomura also bought Lehman's operations in the Asia Pacific for US$225 million. Lehman emerged from bankruptcy protection on March 6, 2012, more than three years after it filed the largest bankruptcy in U.S. history. The Chapter 11 plan for the Lehman companies other than the broker was confirmed in December 2011. Lehman made its first payment of $22.5 billion to creditors in April 2012 and a second payment of $10.2 billion on Oct. 1. A third distribution is set for around March 30, 2013. The brokerage is yet to make a first distribution to non-customers. Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by Lehman Brothers Holdings, Inc., and other insolvency and bankruptcy proceedings undertaken by its affiliates. LENNAR CORPORATION: Fitch Affirms 'BB+' Issuer Default Rating ------------------------------------------------------------- Fitch Ratings has affirmed its ratings for Lennar Corporation (NYSE: LEN), including the company's Issuer Default Rating (IDR) at 'BB+'. The Rating Outlook is Stable. Key Rating Drivers The ratings and Outlook for Lennar reflect the company's strong liquidity position and improved prospects for the housing sector this year and in 2014. The ratings also reflect Lennar's successful execution of its business model over many cycles, geographic and product line diversity, and much lessened joint venture exposure. There are still some challenges facing the housing market that are likely to moderate the early stages of this recovery. Nevertheless, Lennar has the financial flexibility to navigate through the sometimes challenging market conditions and continue to invest in land opportunities. The Industry Housing metrics all showed improvement so far in 2013. For the first five months of the year, single-family housing starts improved 23.6% and existing home sales expanded 11%. New home sales increased 26.8% during the first four months of the year. The most recent Freddie Mac 30-year interest rate was 3.93%, 62 bps above the all-time low of 3.31% set the week of Nov. 21, 2012. The NAHB's latest existing home affordability index was 183.1, short of the all-time high of 207.3. Fitch's housing estimates for 2013 follow: single-family starts are forecast to grow 18.3% to 633,000 while multifamily starts expand about 19% to 292,000; single-family new home sales should increase approximately 22% to 448,000 as existing home sales advance 7.5% to 5.01 million. Average single-family new home prices (as measured by the Census Bureau), which dropped 1.8% in 2011, increased 8.7% in 2012. Median home prices expanded 2.4% in 2011 and grew 7.9% in 2012. Average and median home prices should improve approximately 5.0% and 4.0%, respectively, in 2013. Challenges (although somewhat muted) remain, including continued relatively high levels of delinquencies, potential for short-term acceleration in foreclosures, and consequent meaningful distressed sales, and restrictive credit qualification standards. Financials Lennar has solid liquidity with unrestricted homebuilding cash of $1.11 billion as of Feb. 28, 2013. On June 12, 2013 LEN announced that it increased the amount of financing available under its unsecured revolving credit facility to $950 million from $525 million and extended the credit facility's maturity to June 2017. The $950 million includes an approximately $33 million accordion feature, subject to additional commitments. The credit agreement also provides that up to $500 million in commitments may be used for letters of credit. The credit agreement contains financial covenants, including a minimum consolidated tangible net worth, a maximum leverage ratio and liquidity requirements. There was no debt outstanding for the facility as of Feb. 28, 2013. The company's debt maturities are well-laddered, with about 18% of its senior notes (as of Feb. 28, 2013) maturing through 2015. Homebuilding The company was the third largest homebuilder in 2012 and primarily focuses on entry-level and first-time move-up homebuyers. The company builds in 19 states with particular focus on markets in Florida, Texas and California. Lennar's significant ranking (within the top five or top 10) in many of its markets, its largely presale operating strategy, and a return on capital focus provide the framework to soften the impact on margins from declining market conditions. Fitch notes that in the past, acquisitions (in particular, strategic acquisitions) have played a significant role in Lennar's operating strategy. Compared to its peers Lennar had above-average exposure to joint ventures (JVs) during this past housing cycle. Longer-dated land positions are controlled off balance sheet. The company's equity interests in its partnerships generally ranged from 10% to 50%. These JVs have a substantial business purpose and are governed by Lennar's conservative operating principles. They allow Lennar to strategically acquire land while mitigating land risks and reduce the supply of land owned by the company. They help Lennar to match financing to asset life. JVs facilitate just-in-time inventory management. Nonetheless, Lennar has been substantially reducing its number of JVs over the last few years (from 270 at the peak in 2006 to 38 as of Feb. 28, 2013). As a consequence, the company has very sharply lowered its JV recourse debt exposure from $1.76 billion to $55.8 million ($42.3 million net of joint and several reimbursement agreements with its partners) as of Feb. 28, 2013. In the future, management will still be involved with partnerships and JVs, but there will be fewer of them and they will be larger, on average, than in the past. The company did a good job in reducing its inventory exposure (especially early in the correction) and generating positive operating cash flow. In 2010, the company started to rebuild its lot position and increased land and development spending. Lennar spent about $600 million on new land purchases during 2011 and expended about $225 million on land development during the year. This compares to roughly $475 million of combined land and development spending during 2009 and about $704 million in 2010. During 2012, Lennar purchased approximately $999 million of new land and spent roughly $302 million on development expenditures. Fitch anticipates land and development spending for 2013 will be sharply higher than in 2012, approaching $2.5 billion. In any case, Fitch now expects Lennar to be less cash flow negative this year than was the case in 2012. Fitch is comfortable with this real estate strategy given the company's cash position, debt maturity schedule, proven access to the capital markets and willingness to quickly put the brake on spending as conditions warrant. Rialto During 2010 the company ramped up its investments in Rialto Investments. More recently it has been harvesting the by-products of its efforts. This segment provides advisory services, due- diligence, workout strategies, ongoing asset management services, and acquires and monetizes distressed loans and securities portfolios. (Management has considerable expertise in this highly specialized business.) In February 2010, the company indirectly acquired 40% managing member equity interests in two limited liability companies in partnership with the FDIC, for approximately $243 million (net of transaction costs and a $22 million working capital reserve). Lennar had also invested $69 million in a fund formed under the Federal government's Public-Private Investment Program (PPIP), which was focused on acquiring securities backed by real estate loans. During the three months ended Aug. 31, 2012, the AB PPIP fund started unwinding its operations. During the fourth quarter, Lennar finalized its last sales of the underlying securities in the fund and made its final distributions to the partners, including Lennar. On average the company had $61 million of its equity invested in the fund and it has brought back all of that investment as well as profits and fees totaling $112 million. On Sept. 30, 2010, Rialto completed the acquisitions of approximately $740 million of distressed real estate assets, in separate transactions, from three financial institutions. The company paid $310 million for these assets, of which $124 million was funded by a five-year senior unsecured note provided by one of the selling financial institutions. As of Feb. 28, 2013, Rialto Investments had $270.4 million of debt, of which $90.9 million is recourse to Lennar. In December 2012, Lennar completed the first closing of its second real estate fund with initial equity commitments of approximately $260 million (including $100 million committed by Lennar). Rialto provides Lennar with ancillary income as well as a source of land purchases (either directly or leveraging Rialto's relationship with owners of distressed assets). Fitch views this operation as strategically material to the company's operation, particularly as housing activity remains at relatively low levels. Rental Activities and Large MPCs In addition to the homebuilding, financial services and Rialto operating platforms, Lennar has been incubating a multi-family rental business strategy (beginning in early 2011) as well as FivePoint Communities which manages large, complex master planned communities (MPCs) in the Western U.S. (including the former Newhall Land and Farming Company). The multi-family JV activities have a pipeline that exceeds $1 billion, and over 6,500 apartments. At Feb. 28, 2013, Lennar had approximately $62 million invested in this business and expects that investment to rise to $100 million by the end of fiscal 2013. The company's long-term goal is to build a portfolio of income producing apartment properties across the country. Rating Sensitivities Future ratings and Outlooks will be influenced by broad housing market trends as well as company specific activity, such as trends in land and development spending, general inventory levels, speculative inventory activity (including the impact of high cancellation rates on such activity), gross and net new order activity, debt levels, free cash flow trends and uses, and the company's cash position. Positive rating actions may be considered if the recovery in housing is maintained and is more robust than Fitch's current outlook, Lennar shows continuous improvement in credit metrics (with leverage less than 3x and interest coverage in excess of 5x), and maintains a healthy liquidity position. Negative rating actions could occur if the recovery in housing dissipates and Lennar maintains an overly aggressive land and development spending program. This could lead to consistent and significant negative quarterly cash flow from operations and meaningfully diminished liquidity position (below $500 million). Fitch has affirmed Lennar's ratings as follows: -- Issuer Default Rating at 'BB+'; -- Senior unsecured debt at 'BB+'. The Rating Outlook is Stable. LIBERTY MUTUAL: Fitch Affirms 'BB' Ratings on 3 Note Classes ------------------------------------------------------------ Fitch Ratings has assigned a 'BBB-' debt rating to Liberty Mutual Group Inc.'s (LMG) new $600 million issuance of 4.25% senior debt due 2023. Additionally, Fitch has affirmed LMG's Issuer Default Rating (IDR) at 'BBB' and insurance operating subsidiaries' (collectively referred to as Liberty Mutual) Insurer Financial Strength (IFS) ratings at 'A-'. The Rating Outlook for all ratings is Stable. Key Rating Drivers The affirmation of LMG's ratings are based on the company's established and sustainable positions in its chosen markets, benefits derived from the company's multiple distribution channels, adequate capitalization and financial performance. LMG's new debt issuance ranks equally with LMGI's existing and future unsecured senior indebtedness. Net proceeds from the offering are expected to be used to redeem upcoming maturing notes and for general corporate purposes. Liberty Mutual's financial leverage as of March 31, 2013 was 28.3% and on a tangible basis 41.1%. The additional $600 million in debt will temporarily increase financial leverage, but with approximately $560 million in debt maturing in the next year the impact on long term financial leverage is negligible. The new debt carries a lower coupon rate than maturing debt, promoting marginal interest coverage improvement. Interest coveragewas 7.2 times (x) as of March 31, 2013 and five year average from 2008-2012 was 3.4x. LMG's consolidated GAAP combined ratio for the three months ended March 31, 2013 was 98.3% an improvement over the 100.9% reported at March 31, 2012 and the 104.7% reported for full year 2012. A main driver of the improvement was reduced catastrophe losses, offset by a slightly higher expense ratio. Over the past several years, the unfavorable margin in underwriting performance between Liberty Mutual and its property/casualty insurer peers has reduced particularly on an accident year basis. However, Liberty Mutual's underwriting results still lag those of higher rated peers. Fitch believes that LMG's capital position provides an adequate cushion against the operational and financial risks the company faces, but capital metrics are weaker than most peers of its size and scale. In 2012, LMG's ratio of GAAP net written premium to adjusted shareholders equity was considerably higher than peers at 2.0x, an increase from 1.9x in 2011. A modest decline in adjusted shareholders equity in 2012 was driven by an increase in the pension liability, and several one-time charges related to debt extinguishment and restructuring charges offset by core operating earnings and realized investment gains. Liberty Mutual's Prism score was 'Adequate' based on year-end 2011 financials and Fitch anticipates that full year 2012 results will remain in the 'Adequate' range. In particular, Liberty Mutual's Prism results are adversely impacted by quality of capital and higher operating and reserve leverage and helped by material unrealized capital gains in the bond portfolio. These gains are included in Fitch's base Prism score. Fitch notes that improvement under this measure of capital could be a catalyst for future positive rating pressure. A Prism score of 'Adequate' is viewed as a 'BBB' ratings standard. RATING SENSITIVITIES Key rating triggers that could lead to an upgrade include: -- Improved performance in underwriting results with a combined ratio of approximately 103% or better on both an accident and calendar year basis. -- A sustained improvement in Prism score to 'Strong' category or higher. -- Financial leverage ratio below 25%. Key rating triggers that could lead to downgrade include: -- A return to accident year underwriting results that trail large multi-line peers by significant margin. -- Material weakening in the company's current reserve position, as measured by a return to a period of multiple years of unfavorable reserve development greater than 5% of prior year equity. -- Failure to achieve a fixed charge coverage ratio of 5.0x over several years. -- Another large acquisition in the near term, especially if the balance sheet was weakened through increased financial leverage of 35% or higher. Fitch has affirmed the following ratings: Liberty Mutual Group, Inc. -- IDR at 'BBB' Outlook Stable; -- $260 million 8.0% notes due 2013 at 'BBB-'; -- $104 million 7.3% notes due 2014 at 'BBB-'; -- $239 million 5.75% notes due 2014 at 'BBB-'; -- $249 million 6.7% notes due 2016 at 'BBB-'; -- $600 million 5.0% notes due 2021 at 'BBB-'; -- $750 million 4.95% notes due 2022 at 'BBB-'; -- $3 million 7.625% notes due 2028 at 'BBB-'; -- $231 million 7% notes due 2034 at 'BBB-'; -- $471 million 6.5% notes due 2035 at 'BBB-'; -- $19 million 7.5% notes due 2036 at 'BBB-'; -- $750 million 6.5% notes due 2042 at 'BBB-'; -- $300 million 7% junior subordinated notes due 2067 at 'BB'; -- $700 million 7.8% junior subordinated notes due 2087 at 'BB'; -- $582 million 10.75% junior subordinated notes due 2088 at 'BB'. Fitch has assigned a 'BBB-' to the following debt issues: Liberty Mutual Group, Inc. -- $600 million 4.25% notes due 2023. Fitch has affirmed the following ratings: Liberty Mutual Group, Inc. -- Short term IDR at 'F2'; -- Commercial paper at 'F2'; Liberty Mutual Insurance Co. -- IDR at 'BBB+' Outlook Stable; -- $140 million 8.5% surplus notes due 2025 at 'BBB'; -- $227 million 7.875% surplus notes due 2026 at 'BBB'; -- $260 million 7.697% surplus notes due 2097 at 'BBB'. Ohio Casualty Corporation -- IDR at 'BBB' Outlook Stable; -- $20.4 million 7.3% notes due 2014 at 'BBB-'. Fitch has affirmed the IFS of the members of Liberty Mutual Inter- company Insurance Pool (LMIC Pool) at 'A-' with a Stable Outlook: -- Liberty Mutual Insurance Company -- Liberty Mutual Fire Insurance Company -- Employers Insurance Company of Wausau -- Liberty Insurance Corporation -- Wausau Business Insurance Company -- Wausau Underwriters Insurance Company -- LM Insurance Corporation -- The First Liberty Insurance Corporation -- LM General Insurance Company -- Liberty Mutual Personal Insurance Company -- Liberty Personal Insurance Company -- Liberty Lloyds of Texas Insurance Company -- Liberty Surplus Insurance Corporation -- Wausau General Insurance Company -- Liberty Mutual Mid-Atlantic Insurance Company -- Insurance Company of Illinois Fitch has affirmed the IFS of the members that participate in a 100% quota share with the LMIC Pool at 'A-' with a Stable Outlook: -- Liberty County Mutual Insurance Company -- LM Property and Casualty Insurance Company -- Bridgefield Casualty Insurance Company -- Bridgefield Employers Insurance Company -- Liberty Insurance Underwriters Inc. Fitch has affirmed the ratings of the members of Peerless Insurance Inter-company Insurance Pool (Peerless Pool) at 'A-' with a Stable Outlook: -- Peerless Insurance Company -- Peerless Indemnity Insurance Company -- America First Insurance Company -- America First Lloyd's Insurance Company -- Colorado Casualty Ins. Company -- Consolidated Insurance Company -- Excelsior Insurance Company -- Golden Eagle Ins. Corporation -- Hawkeye-Security Insurance Company -- Indiana Insurance Company -- Mid-American Fire & Casualty -- The Midwestern Indemnity Company -- Montgomery Mutual Insurance Company -- The Netherlands Insurance Company -- National Insurance Association -- The Ohio Casualty Insurance Company -- West American Insurance Company -- American Fire and Casualty Company -- Ohio Security Insurance Company -- Safeco Insurance Company of Illinois -- American Economy Insurance Company -- American States Insurance Company -- American States Preferred Insurance Company -- Safeco Insurance Company of Indiana -- Safeco National Insurance Company -- Safeco Insurance Company of Oregon -- American States Lloyds Insurance Company -- Safeco Lloyds Insurance Company -- First National Insurance Company of America -- General Insurance Company of America -- Safeco Insurance Company of America -- Safeco Surplus Lines Insurance Company -- American States Insurance Company of Texas Fitch has affirmed the IFS of the following companies that participate in a 100% quota share with the Peerless Pool at 'A-' with a Stable Outlook: -- Liberty Northwest Insurance Company -- North Pacific Insurance Company -- Oregon Automobile Insurance Company LIONS GATE: Moody's Lifts Rating on $436MM 2nd Lien Notes to Ba3 ---------------------------------------------------------------- Moody's Investors Service upgraded Lions Gate Entertainment, Inc.'s Corporate Family Rating to Ba3 from B1 and Probability of Default Rating to Ba3-PD from B1-PD. Moody's also upgraded its existing $436 million senior secured second lien notes due 2016 to Ba3 (LGD3-45%) from B1 (LGD4-51%). Lionsgate's Speculative Grade Liquidity rating remains unchanged at SGL-2, and the rating outlook is stable. The upgrade to Ba3 reflects Lionsgate's increased financial flexibility over the next three years and Moody's belief that it has the capacity and willingness to sustain such flexibility in the longer term. Moody's believes the company has highly visible and significant free cash flows of well over $150 million per year through fiscal 2016, driven by the high probability of success of the remaining three films in the Hunger Games series, as well as significant contracted revenues (including those from foreign output deals and television licensing deals) which are reflected in its backlog of $1.1 billion at 3/31/13. Its integration of Summit Entertainment which it acquired in 2012 has led to greater scale and substantial strategic and cost synergies. This, together with the over-performance of the combined slate in fiscal 2013, has brought down Lionsgate's debt-to-EBITDA leverage to 2.5x at 3/31/13 (including Moody's standard adjustments and based on EBITDA adjusted for cash investments instead of amortization of film costs, and Lionsgate's share of its equity investments) in comparison to over 5.0x leverage in past years. Moody's believes Lionsgate is well positioned to sustain leverage under 3.0x going forward, and anticipate that the company will apply a majority of its cash flow towards debt reduction over the next few years to withstand the longer term possibility of underperformance. Due to the volatility and unpredictability of the film business, one of the key credit risks for Lionsgate in the longer term, is its ability to diversify and generate more stable cash flows by developing film franchises beyond Hunger Games and growing the contribution from its other businesses such as television production and syndication. Moody's believes that the company is in the process of developing films with franchise potential, though their success remains uncertain, and the inclusion of Twilight and Hunger Games franchises in its film library will provide a tail of cash flows for some time to come. It also is attentive to moderating its individual film and TV production risks by pre-selling certain film rights to reduce its exposure, and applying its 10/90 TV production strategy to minimize deficit financing risk, respectively. It has also strengthened its position in the television business by having produced numerous successful television shows thus far and by becoming a supplier to a greater range of content aggregators or distributors. Another key driver of the Ba3 rating is Moody's expectation that the company will capitalize on its opportunity to strengthen its balance sheet, such that it can withstand the volatility of the film business in the long term. "We believe that the highly visible and sizeable cash flows expected from the Hunger Games franchise position the company to repay debt rapidly and bring absolute debt levels down to the $300-$500 million range over the next three years," stated Neil Begley, a Moody's Senior Vice President. Moody's believes that by maintaining this lower level of debt as well as good liquidity, Lionsgate's Ba3 rating could weather some periods of underperformance. Its rating is therefore prospective in nature and assumes significant debt pay down. While there is no excess cash flow sweep provision in its debt agreements that guarantees debt repayment, Moody's believes management is committed to de-risking the balance sheet and will not engage in material share repurchases or dividends in the intermediate term. Issuer: Lions Gate Entertainment, Inc. Upgrades: Corporate Family Rating, upgraded to Ba3 from B1 Probability of Default Rating, upgraded to Ba3-PD from B1-PD $436 million 10.25% 2nd Lien Senior Secured Notes due 2016, upgraded to Ba3 (LGD3-45%) from B1 (LGD4-51%) Rating Rationale: Lionsgate's Ba3 Corporate Family Rating reflects the inherent high risk and typical low margins associated with the film production business. This is partially mitigated by the company's improving financial flexibility as a result of the credit consolidation of Summit (which produced the Twilight film franchise), the high visibility of sizeable cash flows through fiscal 2016, driven by the success of the first Hunger Games film and the highly probable success of its three sequels, and its solid liquidity profile. The rating reflects Moody's expectation that the company will apply its cash flow towards reducing its debt levels to the $300-$500 million range, such that it can sustain leverage of under 3.0x beyond the completion of the Hunger Games franchise. The rating is supported by the company's significant asset value, which includes its equity investments such as TVGN (formerly referred to as TVGuide Network) and EPIX, and the growing contribution of its television production and syndication businesses. Despite the higher visibility for profits and cash flows and moderate leverage over the next few years, the company's ratings are constrained by the volatility of the film business and the risk that some of its profits could be reinvested in non- franchise films that may ultimately underperform, and the low visibility of revenue in the longer term. The company's SGL-2 liquidity rating reflects its good liquidity profile, characterized by positive free cash flow generation, the absence of material maturities through fiscal 2016, and adequate borrowing capacity under its $800 million revolver. In the absence of any new note issuances, Moody's expects the company to rely on its revolver capacity to redeem at least a portion if not all of its $436 million second lien notes in November upon their first call date. This could reduce the amount of external liquidity the company will have unless it revises the terms of the facility. Moody's believes the company will be prudent in managing its liquidity position and maintain some cushion under its revolver availability, and also apply its free cash flow towards reducing the revolver balance. The stable rating outlook reflects Moody's expectation that the company will generate positive cash flow over the forward rating horizon and apply it towards debt reduction such that absolute debt levels decline to between $300-500 million over the next 2-3 years. A rating upgrade is unlikely in the intermediate term given the prospective nature of the current rating and the volatility and unpredictability of the film business, which results in low visibility on revenues beyond the completion of the Hunger Games franchise. However, ratings could be upgraded in the long-term if the company is able to demonstrate consistent slate performance and ability to develop multiple successful film franchises, or if the company diversifies its operations further such that it materially reduces its dependence on theatrical film performance, such that it can sustain absolute debt levels of under $300 million and maintain free cash flow to debt of over 50%. The company's ratings could be downgraded if it has sustained underperformance across its slate or if it directs cash flow towards material acquisitions, dividends or share repurchases, such that Moody's expectation of its ability or commitment towards debt reduction is changed, its liquidity or cash flow are adversely affected, or leverage is sustained over 3.0x. Lions Gate's ratings were assigned by evaluating factors that Moody's considers relevant to the credit profile of the issuer, such as the company's (i) business risk and competitive position compared with others within the industry; (ii) capital structure and financial risk; (iii) projected performance over the near to intermediate term; and (iv) management's track record and tolerance for risk. Moody's compared these attributes against other issuers both within and outside Lions Gate's core industry and believes Lions Gate's ratings are comparable to those of other issuers with similar credit risk. Other methodologies used include Loss Given Default for Speculative-Grade Non-Financial Companies in the U.S., Canada and EMEA published in June 2009. Lions Gate Entertainment Corp. ( parent of Lions Gate Entertainment Inc.), domiciled in British Columbia, Canada (headquartered in Santa Monica, CA), is a motion picture studio with a diversified presence in the production and distribution of motion pictures, television programming, home entertainment, video-on-demand and digitally delivered content. MARKETING WORLDWIDE: DPIT 2 Held 12.5% Equity Stake at May 31 ------------------------------------------------------------- In a Schedule 13G filing with the U.S. Securities and Exchange Commission, DPIT 2, LLC, disclosed that, as of May 31, 2013, it beneficially owned 4,970,000 shares of common stock of Marketing Worldwide Corp. representing 12.5 percent of the shares outstanding. A copy of the regulatory filing is available at: http://is.gd/nFXO8z About Marketing Worldwide Based in Howell, Michigan, Marketing Worldwide Corporation operates through the holding company structure and conducts its business operations through its wholly owned subsidiaries Colortek, Inc., and Marketing Worldwide, LLC. Marketing Worldwide, LLC, is a complete design, manufacturer and fulfillment business providing accessories for the customization of vehicles and delivers its products to large global automobile manufacturers and certain Vehicle Processing Centers primarily in North America. MWW operates in a 23,000 square foot leased building in Howell Michigan. Colortek, Inc., is a Class A Original Equipment painting facility and operates in a 46,000 square foot owned building in Baroda, which is in South Western Michigan. MWW invested approximately $2 million into this paint facility and expects the majority of its future growth to come from this business. RBSM, LLP, in New York, 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 generated negative cash flows from operating activities, experienced recurring net operating losses, is in default of certain loan covenants, and is dependent on securing additional equity and debt financing to support its business efforts which factors raise substantial doubt about the Company's ability to continue as a going concern. The Company's balance sheet at March 31, 2013, showed $1.15 million in total assets, $10.01 million in total liabilities and a $8.85 million total deficiency. MCGRAW-HILL GLOBAL: Bank Debt Trades at 1% Off ---------------------------------------------- Participations in a syndicated loan under which McGraw-Hill global Education Holdings is a borrower traded in the secondary market at 98.70 cents-on-the-dollar during the week ended Friday, June 21, 2013, according to data compiled by LSTA/Thomson Reuters MTM Pricing and reported in The Wall Street Journal. This represents a drop of 0.25 of percentage points from the previous week. The bank loan matures on March 19, 2019. The company pays 775 basis points above LIBOR to borrow under the facility. The bank debt carries Moody's B2 and not rated by Standard & Poor. The loan is one of the biggest gainers and losers among 254 widely quoted syndicated loans with five or more bids in secondary trading for the week ended Friday. MHGE, headquartered in New York, NY, is a global provider of educational materials and learning services targeting the higher education, professional learning and information markets globally for over a century with content, tools and services delivered via digital, print and hybrid offerings. Apollo announced the proposed acquisition of MHE for a $2.4 billion cash purchase price (subject to closing adjustments and as adjusted from $2.5 billion in cash and seller financing) on November 26, 2012 and the transaction is expected to close in 2013's first quarter. MHGE's revenue for the fiscal year ended December 2012 was approximately $1.26 billion. MEDICURE INC: Notice of Change of Auditor ----------------------------------------- Medicure Inc. notified the U.S. Securities and Exchange Commission that the Board of Directors, upon the recommendation of the Audit Committee, has decided not to renew KPMG's appointment as auditor. The audit committee has reviewed the situation and determined that the appointment of Ernst & Young LLP as auditors of the Corporation would be in the best interests of the Corporation. KPMG LLP were appointed the auditors of Medicure Inc., on Aug. 14, 2000. The Corporations' shareholders approved at the last annual and special meeting of the shareholders of the Corporation held Nov. 30, 2012, that KPMG be re-appointed auditors of the Corporation until the next annual meeting. There have been no reservations in the auditor's reports for the audits of the three most recently completed fiscal years. There have been, in the opinion of the Corporation, no reportable events, as that term is defined in NI 51-102. About Medicure Inc. Based in Winnipeg, Manitoba, Canada, Medicure Inc. (TSX/NEX: MPH.H) -- http://www.medicure.com/-- is a biopharmaceutical company engaged in the research, development and commercialization of human therapeutics. The Company has rights to the commercial product, AGGRASTAT(R) Injection (tirofiban hydrochloride) in the United States and its territories (Puerto Rico, U.S. Virgin Islands, and Guam). AGGRASTAT(R), a glycoprotein GP IIb/IIIa receptor antagonist, is used for the treatment of acute coronary syndrome (ACS) including unstable angina, which is characterized by chest pain when one is at rest, and non-Q-wave myocardial infarction. KPMG LLP, in Winnipeg, Canada, issued a "going concern" qualification on the consolidated financial statements for the fiscal year ended May 31, 2012. The independent auditors noted that the Company has experienced operating losses and has accumulated a deficit of $123,303,052 that raises substantial doubt about its ability to continue as a going concern. Medicure reported net income of C$23.38 million for the year ended May 31, 2012, in comparison with a net loss of C$1.63 million during the prior fiscal year. For the nine months ended Feb. 28, 2013, the Company incurred a net loss of C$1.86 million on C$1.83 million of net product sales, as compared with net income of C$24.24 million on C$4.42 million of net product sales for the nine months ended Feb. 29, 2012. The Company's balance sheet at Feb. 28, 2013, showed C$3.61 million in total assets, C$7.33 million in total liabilities and a C$3.72 million total deficiency. MERISEL INC: Files Schedule 13E-3 Transaction Statement ------------------------------------------------------- Merisel, Inc., and Saints Capital Granite, LLC, filed a Schedule 13E-3 with the U.S. Securities and Exchange Commission in connection the proposed "going private" merger as a result of which Merisel will be eligible to terminate its public reporting obligations under the Securities Exchange Act of 1934, as amended. Saints Capital is currently the holder of 22,500,000 shares of Merisel common stock, $0.01 par value per share, representing approximately 91 percent of the outstanding shares of common stock of the Company. Saints Capital also holds $2.5 million aggregate principal amount of debt securities that are convertible into shares of Merisel common stock at a rate of $0.10 per share and, therefore, Saints is deemed to be the beneficial owner of approximately 95.5 percent of Merisel common stock. Upon the effective date of the merger, each share of Merisel common stock will be cancelled and automatically converted into the right to receive $0.17 in cash, without interest. A copy of the regulatory filing is available for free at: http://is.gd/T0YVnk About Merisel Merisel operates in a single reporting segment, the visual communications services business. It entered that business beginning March 2005, through a series of acquisitions, which continued through 2006. These acquisitions include Color Edge, Inc., and Color Edge Visual, Inc.; Comp 24, LLC; Crush Creative, Inc.; Dennis Curtin Studios, Inc.; Advertising Props, Inc.; and Fuel Digital, Inc. Merisel incurred a net loss of $18.13 million in 2012, as compared with a net loss of $2.45 million in 2011. The Company's balance sheet at March 31, 2013, showed $25.13 million in total assets, $37.17 million in total liabilities and a $12.04 million total stockholders' defict. MESA INTERNATIONAL: Case Summary & 20 Largest Unsecured Creditors ----------------------------------------------------------------- Debtor: Mesa International Corp. dba Mesa Home Products 10 Commerce Park N, Suite 6 Bedford, NH 03110 Bankruptcy Case No.: 13-11554 Chapter 11 Petition Date: June 17, 2013 Court: U.S. Bankruptcy Court District of New Hampshire (Manchester) Debtor's Counsel: Robert J. Keach, Esq. BERSTEIN, SHUR, SAWYER & NELSON 100 Middle Street, PO Box 9729 Portland, ME 04104-5029 Tel: (207) 774-1200 Fax: (207) 774-1127 E-mail: rkeach@bernsteinshur.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 A copy of the Company's list of its 20 largest unsecured creditors is available for free at http://bankrupt.com/misc/nhb13-11554.pdf The petition was signed by Jessica Giguere-Dionne, director of finance. MOBIVITY HOLDINGS: Bolsters Balance Sheet with $11MM Financing -------------------------------------------------------------- Mobivity Holdings Corp. has completed a private financing of $11,013,208 million. The financing consisted of the Company's sale of common shares in exchange for $5,795,000 of new capital and the conversion of $5,122,805 of principal and accrued but unpaid interest outstanding under previously issued 10 percent Senior Secured Bridge Notes, at an offering price of $0.20 per share. Emerging Growth Equities, Ltd., acted as the exclusive placement agent for the financing. The financing proceeds will be used to pay off the remaining $1,400,000 consideration related to the previously announced Front Door Insights acquisition and for future working capital needs. The cash portion of financing represents the initial closing of the proposed sale of up to $7.5 million of common shares by the Company at $0.20 per share. The Company expects to conduct additional closings for up to an additional $1,705,000 over the next few days. The Company is also pursuing the conversion of the remaining $217,218 of principal and accrued interest under the Bridge Notes into common shares at the rate of $0.20 per share. Dennis Becker, Chairman and CEO, explained, "This financing marks a major milestone in the growth of our Company. The amount of new capital, coupled with the conversion of 96% of the outstanding Bridge Notes, provides Mobivity with a relatively debt free balance sheet going forward and over $4 million in cash. Our plan is to move quickly in expanding our sales team to include nationally deployed sales professionals directly serving several geographic markets." He added, "With the addition of Michael Bynum as President and Tom Tolbert as Chief Sales Officer to the executive management team, coupled with the acquisition of Front Door Insight, we believe the Company is now poised for rapid growth." With more than 11,000 local advertisers already using Mobivity's technology across the U.S., the Company plans to use the proceeds from the financing to aggressively recruit and deploy a national sales force in an effort to expedite customer acquisition and grow market share. Additional details regarding the financing can be found in the Form 8-K filed with the U.S. Securities and Exchange Commission, a copy of which is available for free at http://is.gd/08g4GD About Mobivity Holdings Mobivity Holdings Corp. was incorporated as Ares Ventures Corporation in Nevada in 2008. On Nov. 2, 2010, the Company acquired CommerceTel, Inc., which was wholly-owned by CommerceTel Canada Corporation, in a reverse merger. Pursuant to the Merger, all of the issued and outstanding shares of CommerceTel, Inc., common stock were converted, at an exchange ratio of 0.7268-for-1, into an aggregate of 10,000,000 shares of the Company's common stock, and CommerceTel, Inc., became a wholly owned subsidiary of the Company. In connection with the Merger, the Company changed its corporate name to CommerceTel Corporation on Oct. 5, 2010. In connection with the Company's acquisition of assets from Mobivity, LLC, the Company changed its corporate name to Mobivity Holdings Corp. and its operating company to Mobivity, Inc, on Aug. 23, 2012. Mobivity Holdings disclosed a net loss of $7.33 million in 2012, as compared with a net loss of $16.31 million in 2011. M&K CPAS, PLLC, in Houston, Texas, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2012, citing recurring operating losses and negative cash flows from operations and dependence on additional financing to fund operations which raise substantial doubt about the Company's ability to continue as a going concern. The Company's balance sheet at March 31, 2013, showed $3.25 million in total assets, $10.25 million in total liabilities, all current, and a $6.99 million total stockholders' deficit. Bankruptcy Warning "...[A]ll of our assets are currently subject to a first priority lien in favor of the holders of our outstanding convertible notes payable in the current aggregate principal amount of $4,521,378. The notes are due on October 15, 2013, if we are unable to repay or refinance our obligations under those notes by October 15, 2013, the holders of the notes will have the right to foreclose on their security interests and seize our assets. To avoid such an event, we may be forced to seek bankruptcy protection, however a bankruptcy filing would, in all likelihood, materially adversely affect our ability to continue our current level of operations. In the event we are not able to refinance or repay the notes, but negotiate for a further extension of the maturity date of the notes, we may be required to pay significant extension fees in cash or shares of our equity securities or otherwise make other forms of concessions that may adversely impact the interests of our common stockholders. MORGANS HOTEL: Note Holders Seek Payment of $18.5 Million --------------------------------------------------------- Morgans Hotel Group Co. received a Notice of Change of Control from Andrew Sasson pursuant to the Promissory Note, dated Nov. 30, 2011, issued by TLG Acquisition, LLC, a subsidiary of the Company, to Andrew Sasson and a Notice of Change of Control from Andy Masi pursuant to the Promissory Note, dated Nov. 30, 2011, issued by TLG Acquisition, LLC, to Andy Masi. The Promissory Notes are guaranteed by the Company. The Notices claim that a total of $18.5 million of outstanding principal balances under the Promissory Notes, plus any accrued and unpaid interest, are due and payable to Mr. Sasson and Mr. Masi, respectively, as the result of a "Change of Control" of the Company in connection with the election of directors at the Company's 2013 annual meeting. The Company believes that a Change of Control, within the meaning of the Promissory Notes, has not occurred and that no prepayments are required under the Promissory Notes. Under the Company's revolving credit facility, a mandatory prepayment under the Promissory Notes could constitute an event of default. The Company intends to vigorously contest these matters if Mr. Sasson and Mr. Masi do not withdraw these notices. About Morgans Hotel Group Based in New York, Morgans Hotel Group Co. (Nasdaq: MHGC) -- http://www.morganshotelgroup.com/-- is widely credited as the creator of the first "boutique" hotel and a continuing leader of the hotel industry's boutique sector. Morgans Hotel Group operates and owns, or has an ownership interest in, Morgans, Royalton and Hudson in New York, Delano and Shore Club in South Beach, Mondrian in Los Angeles and South Beach, Clift in San Francisco, Ames in Boston, and Sanderson and St Martins Lane in London. Morgans Hotel Group and an equity partner also own the Hard Rock Hotel & Casino in Las Vegas and related assets. Morgans Hotel Group also manages hotels in Isla Verde, Puerto Rico and Playa del Carmen, Mexico. Morgans Hotel Group has other property transactions in various stages of completion, including projects in SoHo, New York and Palm Springs, California. The Company incurred a net loss attributable to common stockholders of $66.81 million in 2012, a net loss attributable to common stockholders of $95.34 million in 2011, and a net loss attributable to common stockholders of $89.96 million in 2010. The Company's balance sheet at March 31, 2013, showed $583.62 million in total assets, $731.82 million in total liabilities, $6.32 million in redeemable noncontrolling interest of discontinued operations and a $154.52 million total deficit. MOTORCAR PARTS: Nantahala Capital Had 9.4% Equity Stake at June 7 ----------------------------------------------------------------- In an amended Schedule 13G filing with the U.S. Securities and Exchange Commission, Nantahala Capital Management, LLC, disclosed that, as of June 7, 2013, it beneficially owned 1,366,613 shares of common stock of Motorcar Parts of America, Inc., representing 9.45 percent of the shares outstanding. A copy of the regulatory filing is available for free at http://is.gd/tSjbUo About Motorcar Parts Torrance, California-based Motorcar Parts of America, Inc. (Nasdaq: MPAA) is a remanufacturer of alternators and starters utilized in imported and domestic passenger vehicles, light trucks and heavy duty applications. Motorcar Parts of America's products are sold to automotive retail outlets and the professional repair market throughout the United States and Canada, with remanufacturing facilities located in California, Mexico and Malaysia, and administrative offices located in California, Tennessee, Mexico, Singapore and Malaysia. The Company reported a net loss of $91.5 million on $406.3 million of sales in fiscal 2013, compared to a net loss of $48.5 million on $363.7 million of sales in fiscal 2012. The Company's balance sheet at March 31, 2013, showed $367.1 million in total assets, $370.6 million in total liabilities, and a stockholders' deficit of $3.5 million. Ernst & Young LLP, in Los Angeles, California, noted that the Company's wholly owned subsidiary Fenwick Automotive Products Limited has recurring operating losses since the date of acquisition and has a working capital and an equity deficiency. "In addition, Fenco has not complied with certain covenants of its loan agreements with its bank. These conditions relating to Fenco coupled with the significance of Fenco to the Consolidated Companies, raise substantial doubt about the Consolidated Companies' ability to continue as a going concern." MUELLER WATER: S&P Raises CCR to 'BB-'; Outlook Stable ------------------------------------------------------ Standard & Poor's Ratings Services said that it raised its corporate credit rating on Mueller Water Products Inc. to 'BB-' from 'B'. The outlook is stable. At the same time, S&P raised its issue ratings on the senior unsecured notes to 'BB-' from 'B+' and the subordinated notes to 'B' from 'CCC+'. "The upgrade reflects Mueller's good recent operating performance and our expectation that its credit measures are likely to continue improving," said Standard & Poor's credit analyst Dan Picciotto. "We expect adjusted debt to EBITDA to approach 4x by the end of fiscal 2013 (ending September) and funds from operations (FFO) to exceed 15%, with both likely to improve further in 2014." These improvements should provide some flexibility for the company to pursue bolt-on acquisitions while maintaining its stated net debt to EBITDA target of 3x. The ratings on Mueller reflect the company's "weak" business risk profile, marked by its exposure to the cyclical nonresidential and residential construction markets. S&P considers the company's financial risk profile to be "aggressive." And although the credit measures have improved, they have demonstrated significant volatility over the operating cycle. S&P's projections assume: -- A still fragile domestic economic recovery, which supports increased sales in both the Mueller Co. and Anvil International divisions; -- Overall revenue growth of about 10% this fiscal year and comparable growth next year; and -- EBITDA margins in the mid-teen percent range. Mueller maintains a good market position in the cyclical niche markets of the North American water infrastructure and nonresidential pipe-related product markets. The company offers a full line of water infrastructure flow control such as gate valves, fire hydrants, and pipe fittings. Over the past several years, Mueller has been investing in adjacent markets such as the advanced metering infrastructure (AMI) systems, leak detection, and pipe condition assessment markets. And although it has made progress in these areas, S&P considers the company's efforts to be a work in progress. The outlook is stable. "We believe that Mueller's credit measures will likely remain in an appropriate range for the rating, including debt to EBITDA of about 4x or less and FFO to debt of at least 15%-20%," said Mr. Picciotto. S&P could lower the rating if the company is unable to sustain improved credit measures. For instance, S&P could lower the rating if debt to EBITDA deteriorates to more than 4.5x without prospects for near-term improvement. S&P could raise the rating if it assess the company's business risk profile as having meaningfully improved, resulting in a "fair" designation. This could occur if the company increases it geographic diversification and expands its newer product lines, which include AMI and leak detection products, to become a meaningful portion of the overall business, while maintaining good performance in its existing portfolio of businesses. S&P would also expect debt to EBITDA of 3.5x or less, FFO to debt of more than 20%, and meaningfully improved free operating cash flow (sustainably at $100 million or more on an annual basis). MUNICIPAL MORTGAGE: Shareholders Elect Three Directors ------------------------------------------------------ Municipal Mortgage & Equity, LLC, held its annual meeting of shareholders n June 18, 2013, at which the shareholders: (a) elected Michael L. Falcone, Francis X. Gallagher and Frederick W. Puddester to the Board of Directors for a three year term; (b) approved, on an advisory basis, the compensation of the named executive officers of the Company; (c) indicated "every year" as the preferred frequency of future advisory votes on the executive compensation; and (d) ratified the appointment of KPMG, LLP, as independent registered public accountant for the calendar year ending 2013. About Municipal Mortgage Baltimore, Md.-based Municipal Mortgage & Equity, LLC (Pink Sheets: MMAB) -- http://www.munimae.com/-- was organized in 1996 as a Delaware limited liability company and is classified as a partnership for federal income tax purposes. When the Company became a publicly traded company in 1996, it was primarily engaged in originating, investing in and servicing tax- exempt mortgage revenue bonds issued by state and local government authorities to finance affordable multifamily housing developments. Since then, the Company made several acquisitions that significantly expanded its business. However, in 2008, due to the financial crisis, the Company began contracting its business. The Company has sold, liquidated or closed down all of its different businesses except for its bond investing activities and certain assets and residual interests related to the businesses and assets that the Company sold due to its liquidity issues. The Company has a majority position in International Housing Solutions S.a.r.l., a partnership that was formed to promote and invest in affordable housing in overseas markets. In addition, at Dec. 31, 2010, the Company has an unfunded equity commitment of $5.1 million, or 2.67% of total committed capital with respect to its role as the general partner to the South Africa Workforce Housing Fund SA I ("SA Fund"). The SA Fund was formed to invest directly or indirectly in housing development projects and housing sector companies in South Africa. A portion of the funding of SA Fund is participating debt provided by the United States Overseas Private Investment Corporation, a federal government entity, and the remainder is equity primarily invested by institutional and large private investors. The Company expects to continue this business. In the auditors' report accompanying the consolidated financial statements for the year ended Dec. 31, 2011, KPMG LLP, in Baltimore, Maryland, expressed substantial doubt about the Company's ability to continue as a going concern. The independent auditors noted that the Company has been negatively impacted by the deterioration of the capital markets and has liquidity issues which have resulted in the Company having to sell assets and work with its creditors to restructure or extend its debt arrangements. The Company's balance sheet at March 31, 2013, showed $1.79 billion in total assets, $1.07 billion in total liabilities and $725.06 million in total equity. NAKED BRAND: Incurs $643K Net Loss in April 30 Quarter ------------------------------------------------------ Naked Brand Group Inc. filed its quarterly report on Form 10-Q, reporting a net loss of $643,434 ON $93,566 of sales for the three months ended April 30, 2013, compared with a net loss of $171,874 on $26,122 of sales for the three months ended April 30, 2012. The Company's balance sheet at April 30, 2013, showed $1.0 million in total assets, $786,149 in total liabilities, and stockholders' equity of $260,221. "As at April 30, 2013, the Company had not yet achieved profitable operations, had a working capital deficiency, is in default with respect to certain loan agreements and expects to incur further losses in the development of its business, which casts substantial doubt about the Company's ability to continue as a going concern." A copy of the Form 10-Q is available at http://is.gd/BsbYXg Naked Brand Group Inc. is engaged in the manufacture and sales of direct and wholesale undergarments in Canada and the United States to consumers and retailers. The Company operates out of Abbotsford, British Columbia, Canada. NAKNEK ELECTRIC: Distribution to Class 10 Claims in August ---------------------------------------------------------- Naknek Electric Association, Inc., asks the U.S. Bankruptcy Court for the District of Alaska to correct and amend paragraph 6 of the order confirming the Debtor's Second Amended Plan of Reorganization. As reported by the Troubled Company Reporter, the Bankruptcy Court entered on April 1, 2013, an order confirming the Second Amended Plan of Reorganization, as modified. The Effective Date of the Plan will occur upon such date as designated by the Reorganized Debtor, but not earlier than the date upon which distribution of the Class 10, Option 3 Notes commences in accordance with the Plan. Substantial consummation of the Plan will be deemed to have occurred upon commencement of distribution of the Class 10, Option 3 Notes. A copy of the Confirming Order is available at: http://bankrupt.com/misc/naknekelectiic.doc538.pdf The Debtor, in its motion to amend, states that the first distributions under the Class 10 will occur no later than Aug. 31, 2013. The Debtor also says that first distributions under the Class 10, Option 3 notes will not happen until Aug. 31, 2014. The Effective Date and substantial consummation would coincide with the first distributions to unsecured creditors in the case, which will occur in August 2013. Consequently, paragraph 6 of the order must read: "The Effective Date of the Plan will be the date upon which initial distributions to Class 10 are made. Substantial consummation of the Plan will be deemed to have occurred upon commencement of distribution to Class 10." The Plan The TCR has reported an outline and summary of the Debtor's Second Amended Plan. The material terms of that Plan are: 1. The Debtor will use cash on hand and current revenues to satisfy claims required by law to be paid on the Effective Date of the Plan, including administrative and priority expenses (other than certain postpetition financing which will be paid out over time by agreement of the lender, the National Rural Utilities Cooperative Finance Corporation. 2. The Debtor will honor its remaining secured financing obligations to the Rural Utilities Services. All other secured claims have been resolved in accordance with the Geothermal Assets Transaction. 3. The Debtor will dedicate a portion of the utility rates it recovers from its members over the next 20 years to satisfy its unsecured creditors' claims or afford them an opportunity for a one-time payment on or before Aug. 31, 2014, as follows: i) Receive on a date no later than Aug. 31, 2013, 50% of the allowed amount of its Claim in cash up to a maximum of $12,500; ii) Receive on a date no later than Aug. 31, 2014, 5% on the allowed amount of its claim in cash; or iii) Receive its pro rata share (among all allowed unsecured claims selecting this treatment) of the cash payments to be made by the Debtor over 20 years. 4. The Debtor will preserve the interests of its members, subject to the terms and conditions of the Plan. Under the Plan, the Debtor will raise rates approximately $0.07 per kWh to pay its Plan payments. Additionally, rates will also be adjusted to address other factors not part of the Plan such as inflation, plant and distribution improvements and fuel costs. A copy of the Second Amended DS is available for free at http://bankrupt.com/misc/NAKNEK_ELECTRIC_ds_2amended.pdf About Naknek Electric Association Naknek, Alaska-based Naknek Electric Association, Inc., operates a diesel power generation plant, storage and distribution system on approximately 9.34 acres of land it owns in Naknek, Alaska. It provides electricity to 591 members of the cooperative. It also is developing a geothermal well. Naknek Electric filed for Chapter 11 bankruptcy protection (Bankr. D. Alaska Case No. 10-00824) on Sept. 29, 2010. Erik LeRoy, Esq., at Erik Leroy P.C., assists the Debtor in its restructuring effort. The Debtor disclosed $21,459,632 in assets and $7,523,708 as of the Chapter 11 filing. The Debtor filed with the Court a plan of reorganization and an accompanying disclosure statement on Sept. 15, 2011. The Plan proposed that the Debtor will pay Class 13, unsecured creditors, $3 million over 60 months commencing on the Effective Date. Based on the current claims filed in the case, the proposed payment will pay unsecured creditors a dividend of about $0.10 on each dollar of claim. A committee of unsecured creditors has been appointed by the United States Trustee. NATIONAL HOLDINGS: Inks Definitive Merger Agreement with Gilman --------------------------------------------------------------- National Holdings Corporation and Gilman Ciocia have entered into a definitive merger agreement to create a diversified investment bank and independent broker-dealer with broad financial product and service offerings catering to retail and institutional clients. Under the terms of the agreement, which was unanimously approved by the boards of directors of both companies, Gilman Ciocia shareholders will receive up to 24 million shares of National Holdings common stock. Additionally, the consideration includes the assumption of up to $5.4 million in debt, which is expected to be repaid in full at the closing of the merger. Mark D. Klein, National Holdings' chief executive officer and co- executive chairman, commented, "This transaction transforms our business and accelerates our growth strategy, focused on driving revenues, improving profitability and enhancing shareholder value. Our merger with Gilman Ciocia, who has been focused on financial planning services and tax preparation for more than 30 years, provides National Holdings with an exciting opportunity to significantly scale our business and strengthen our operations." Michael Ryan, chief executive officer of Gilman Ciocia, "This merger will allow Gilman Ciocia to continue to focus on its core strengths in the financial services sector, while offering clients a broader array of products and services through National Holdings' platform. National Holding's extensive client relationships and complementary retail brokerage operations supports our strong tax preparation and wealth management businesses." Following the merger close, the combined company will offer a variety of financial products and services, including retail brokerage, corporate finance, sales and trading, asset management, financial planning, market making, tax preparation, insurance and annuities and research. National Holdings will leverage Gilman Ciocia's leading corporate brand since its founding in 1981 as a highly focused, specialized firm dedicated to providing individuals with the tax preparation and financial planning services. As of March 31, 2013, Gilman Ciocia had 26 Company- owned offices operating in New York, New Jersey and Florida. Gilman Ciocia also provides financial planning services through 26 independently owned and operated offices in eight states. In addition, following the closing of the merger, the combined company will boast over $9 billion in client assets. For the trailing 12 months ended March 31, 2013, consolidated net revenues for National Holdings and Gilman Ciocia were approximately $157 million. The Company will continue to be listed on the OTC BB under the ticker NHLD. The merger is subject to approval by Gilman Ciocia's shareholders and customary regulatory approvals. The transaction is expected to close during National Holding's late fiscal fourth quarter or early fiscal first quarter. A copy of the Agreement and Plan of Merger is available at: http://is.gd/Oe20hG About National Holdings New York, N.Y.-based National Holdings Corporation is a financial services organization, operating primarily through its wholly owned subsidiaries, National Securities Corporation, Finance Investments, Inc., and EquityStation, Inc. The Broker-Dealer Subsidiaries conduct a national securities brokerage business through their main offices in New York, New York, Boca Raton, Florida, and Seattle, Washington. The Company incurred a net loss of $1.93 million for the year ended Sept. 30, 2012, compared with a net loss of $4.71 million during the prior year. The Company's balance sheet at March 31, 2013, showed $23.85 million in total assets, $12.88 million in total liabilities and $10.97 million in total stockholders' equity. Sherb & Co., LLP, in Boca Raton, Florida, 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 incurred significant losses and has a working capital deficit as of Sept. 30, 2012, that raise substantial doubt about the Company's ability to continue as a going concern. Bankruptcy Warning "Our independent public accounting firm has issued an opinion on our consolidated financial statements that states that the consolidated financial statements were prepared assuming we will continue as a going concern and further states that our recurring losses from operations, stockholders' deficit and inability to generate sufficient cash flow to meet our obligations and sustain our operations raise substantial doubt about our ability to continue as a going concern. Our future is dependent on our ability to sustain profitability and obtain additional financing. If we fail to do so for any reason, we would not be able to continue as a going concern and could potentially be forced to seek relief through a filing under the U.S. Bankruptcy Code." NATIVE WHOLESALE: Webster Approved to Handle New York Litigation ---------------------------------------------------------------- The U.S. Bankruptcy Court for the Western District of New York authorized Native Wholesale Supply to employ Webster Szanyi LLP as special counsel. As reported in the Troubled Company Reporter on May 30, 2013, the Debtor is a defendant in a complaint filed by the State of New York in the U.S. District Court for the Eastern District of New York. The Debtor has agreed to advance Webster Szanyi a $50,000 retainer for its work in connection with the New York Action. To the best of the Debtor's knowledge, Webster Szanyi does not have any connection with the Debtor, its creditors, or any party- in-interest, or its respective attorneys. The Court also sustained the U.S. Trustee's limited objection which provided that there will no escrowing of funds. 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. NETFLIX INC: Moody's Says DreamWorks Deal Supports 'Ba3' Rating --------------------------------------------------------------- Moody's Investors Service said that Netflix, Inc.'s (Netflix, Ba3 CFR) recent announcements on an original television content deal with DreamWorks Animation and its plan to launch in the Netherlands, will increase its up-front cash investments but at the same time Moody's expects it to manage its risks prudently and improve profitability to support its credit profile in the long term. Moody's believes that the company remains on track to be solidly positioned in its Ba3 rating category. The company's new multi-year television content deal with DreamWorks consists of 300 hours of new original programming, inspired by DreamWorks animated films as well as its rich library of animated characters. The first series under the deal will be aired in 2014, and will be available across all its current and announced territories. This represents Netflix's largest deal for original first run content thus far. While Moody's concerns regarding large fixed content commitments and the high subscriber levels required to break-even in the streaming business remain, Moody's believes Netflix is prudently managing its risk by limiting its exposure to growing content costs while at the same time making big investments to drive subscriber retention and growth. The company has demonstrated that it is comfortable dropping content which it deems too expensive if cost does not make sense relative to expected viewing, and exiting some exclusive arrangements allowing that content to go to its competitors, in order to refocus the capital savings toward content which is both exclusive and driving higher viewership and subscriber growth. Moody's believes that the company is increasingly becoming more selective about the content it acquires, such as more original, exclusive, and/or niche content, instead of focusing on growing as it has in the past, by acquiring deep library and volume content. Moody's expect its cash spend relative to expense to increase as original programming costs are generally relatively more front end loaded as compared to deep library content, but it also expects the company to maintain its original content expense in the single digit range as a percent of total content expense, through 2014, and overall subscriber growth and revenues to exceed content spending, therefore expanding operating margins. Netflix also recently announced that it will expand into the Netherlands market in late 2013, and as a result of this combined with more front end loaded payment deals, Moody's expects free cash flow generation to remain negative through 2014. However, it doesn't expect it to increase its debt in the near-term to expand internationally, and expect it to govern its speed of expansion based on the success and profitability of its existing markets. Moody's views the company's international investments as a favorable use of cash flow generated from its domestic and other more mature markets, relative to doing shareholder returns, and it anticipates that such future expansion will be dictated largely by the speed by which those mature markets grow their profits or developing markets attain breakeven profitability. Netflix Inc., with its headquarters in Los Gatos, California, is the largest subscription video-on-demand (SVOD) service in the United States, providing access to movies and TV shows online and via the delivery of DVD rentals, with annual revenues of over $3.7 billion. NEWLEAD HOLDINGS: Sees $403.9 Million Net Loss for 2012 ------------------------------------------------------- In light of the delay in filing NewLead Holdings Ltd.'s annual report on Form 20-F for the fiscal year ended Dec. 31, 2012, the Company delivered to the U.S. Securities and Exchange Commission unaudited financial statements. NewLead Holdings reported a net loss of $403.92 million on $8.92 million of operating revenues for the year ended Dec. 31, 2012, as compared with a net loss of $290.39 million on $12.22 million of operating revenues for the year ended Dec. 31, 2011. As of Dec. 31, 2012, the Company had $61.79 million in total assets, $177.42 million in total liabilities and a $115.62 million total shareholders' deficit. A copy of the Form 6-K Report is available for free at: http://is.gd/aGDaAW Annulment of Nickel Wire Transaction On June 7, 2013, the Company announced it has agreed to unwind the transaction whereby 3,750 grams of nickel wire had been contributed to NewLead in exchange for 258,536,585 shares of common stock of NewLead. One reason for the Company's inability to monetize the nickel wire may be that it may have been overvalued in connection with the Company's acquisition of it. The reports the Company received from experts in the metals market, and used in connection with the closing of the deal, valued much smaller quantities of nickel wire than the amount bought by the Company and the $212 million valuation was an extrapolation derived from the value of the nickel wire per meter. A more recent valuation analysis received in connection with the previously disclosed internal investigation of the nickel wire transaction placed a substantially lower value on the nickel wire. This substantially lower value can reach up to a 99 percent discount of the valuation used for closing the deal on January 2013. The Company believes the difference is partially due to a substantial illiquidity discount being placed on the nickel wire due to the very large amount acquired by the Company. Furthermore, prices received from the sale of the nickel wire depend on the country in which it was sold as well as the method of sale used. The Company's attempts to use the nickel wire as collateral following the acquisition convinced it that it would be challenging to accomplish a sizable transaction due to the illiquid market. The shares issued to the seller have been cancelled and are no longer outstanding and the nickel wire was returned to the investor. Currently, and after giving effect to that transactions, NewLead has 555,037,273 shares outstanding. About NewLead Holdings Ltd. NewLead Holdings Ltd. -- http://www.newleadholdings.com-- is an international, vertically integrated shipping company that owns and manages product tankers and dry bulk vessels. NewLead currently controls 22 vessels, including six double-hull product tankers and 16 dry bulk vessels of which two are newbuildings. N ewLead's common shares are traded under the symbol "NEWL" on the NASDAQ Global Select Market. PricewaterhouseCoopers S.A. in Athens, Greece, said in a May 15, 2012, audit report NewLead Holdings Ltd. has incurred a net loss, has negative cash flows from operations, negative working capital, an accumulated deficit and has defaulted under its credit facility agreements resulting in all of its debt being reclassified to current liabilities. These raise substantial doubt about its ability to continue as a going concern, PwC said. Newlead Holdings's balance sheet balance sheet at June 30, 2012, showed US$111.28 million in total assets, US$299.37 million in total liabilities and a US$188.08 million total shareholders' deficit. NEWLEAD HOLDINGS: Issues 6.8MM Add'l Settlement Shares to Hanover ----------------------------------------------------------------- The Supreme Court of the State of New York, County of New York, on April 5, 2013, entered an order approving, among other things, the settlement between NewLead Holdings Ltd., and Hanover Holdings I, LLC, in the matter entitled Hanover Holdings I, LLC v. NewLead Holdings Ltd., Case No. 650964/2013. Hanover commenced the Action against the Company on March 18, 2013, to recover an aggregate of $2,411,581 of past-due accounts payable of the Company, plus fees and costs. The Settlement Agreement became effective and binding upon the Company and Hanover upon execution of the Order by the Court on April 5, 2013. Pursuant to the terms of the Settlement Agreement, the Company issued and delivered to Hanover 6,000,000 shares of the Company's common stock, $0.01 par value. Since the issuance of the Initial Settlement Shares, Hanover demonstrated to the Company's satisfaction that it was entitled to receive an aggregate of 6,850,000 additional settlement shares. Accordingly, the Company issued and delivered to Hanover an aggregate of 6,850,000 Additional Settlement Shares. The "Calculation Period" expired on June 18, 2013, and the "True- Up Date" occurred on June 19, 2013. Based on the adjustment formula, Hanover was entitled to receive an aggregate of 11,995,826 VWAP Shares. Accordingly, since Hanover previously had received an aggregate of 12,850,000 Initial Settlement Shares and Additional Settlement Shares, on the True-Up Date Hanover returned to the Company for cancellation 854,174 shares of Common Stock pursuant to the terms of the Settlement Agreement approved by the Order. No additional shares of Common Stock are issuable to Hanover pursuant to the Settlement Agreement. A copy of the Form 6-K is available for free at: http://is.gd/CitVjZ About NewLead Holdings Ltd. NewLead Holdings Ltd. -- http://www.newleadholdings.com-- is an international, vertically integrated shipping company that owns and manages product tankers and dry bulk vessels. NewLead currently controls 22 vessels, including six double-hull product tankers and 16 dry bulk vessels of which two are newbuildings. N ewLead's common shares are traded under the symbol "NEWL" on the NASDAQ Global Select Market. PricewaterhouseCoopers S.A. in Athens, Greece, said in a May 15, 2012, audit report NewLead Holdings Ltd. has incurred a net loss, has negative cash flows from operations, negative working capital, an accumulated deficit and has defaulted under its credit facility agreements resulting in all of its debt being reclassified to current liabilities. These raise substantial doubt about its ability to continue as a going concern, PwC said. Newlead Holdings's balance sheet balance sheet at June 30, 2012, showed US$111.28 million in total assets, US$299.37 million in total liabilities and a US$188.08 million total shareholders' deficit. NEXSTAR BROADCASTING: S&P Assigns 'BB' Rating to $230MM Term Loan ----------------------------------------------------------------- Standard & Poor's Ratings Services affirmed its 'B+' corporate credit rating on Irving, Texas-based Nexstar Broadcasting Group Inc. and its subsidiaries. The outlook is stable. At the same time, S&P assigned the proposed $230 million term loan A due 2018 its 'BB' issue-level rating (two notches higher than the 'B+' corporate credit rating on the parent), with a recovery rating of '1', indicating its expectation for very high (90% to 100 %) recovery for lenders in the event of a payment default. The company plans to use the term loan proceeds along with availability under the revolver to finance the previously announced acquisitions of Communications Corp. of America (CCA) and White Knight Broadcasting Inc. In addition, S&P revised the recovery rating on the company's 8.875% second-lien notes due 2017 to '6', indicating its expectation for negligible (0% to 10%) recovery for debtholders in the event of a payment default, from '5' (10% to 30% recovery expectation). S&P subsequently lowered its issue-level rating on this debt to 'B-' from 'B' because of the lower recovery prospects and in accordance with its notching criteria. "Our rating and stable outlook on Nexstar reflect our expectation that, pro forma for the pending CCA acquisition, the company will be able to keep its lease-adjusted debt to average trailing-eight- quarter EBITDA ratio below 6x throughout the election cycle, absent a reversal of economic growth, large debt-financed acquisitions, or significant shareholder-favoring measures. Pro forma for the additional EBITDA and debt related to the announced CCA transaction, we estimate that leverage was about 5.8x, as of March 31, 2013," S&P said. Pro forma for all the announced acquisitions, Nexstar will own and/or operate 91 television stations in 48 markets, reaching approximately 14% of all U.S. television households. The CCA stations include five duopolies and will create two additional duopolies when combined with Nexstar's existing stations. This would increase the number of duopoly markets in which the company operates to 33, which S&P believes would allow for further expansion of EBITDA and the EBITDA margin. The company maintains a first- or second-rated local news programs in about two-thirds of its markets, with the remainder either drawing third or fourth rankings, or airing no news programming. High news ratings boost a station's brand franchise with local viewers, and also attracts higher political advertising. S&P assess Nexstar's management and governance as "fair" under its criteria. NJSR SURGICAL: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------ Debtor: NJSR Surgical Center, LLC 111 Wanaque Avenue Pompton Lakes, NJ 07442 Bankruptcy Case No.: 13-23365 Chapter 11 Petition Date: June 17, 2013 Court: U.S. Bankruptcy Court District of New Jersey (Newark) Judge: Donald H. Steckroth Debtors' Counsel: Ilissa Churgin Hook, Esq. HOOK & FATOVICH, LLC 1430 Route 23 North Wayne, NJ 07470 Tel: (973) 686-3800 Fax: (973) 686-3801 E-mail: ihook@hookandfatovich.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 Affiliates that simultaneously filed for Chapter 11: Debtor Case No. ------ -------- New Jersey Spine & Rehabilitation, P.C. 13-23366 Assets: $1,000,001 to $10,000,000 Debts: $1,000,001 to $10,000,000 Pompton Anesthesia Associates, P.C. 13-23367 Assets: $50,001 to $100,000 Debts: $1,000,001 to $10,000,000 Interventional Pain Associates, P.C. 13-23369 Assets: $100,001 to $500,000 Debts: $1,000,001 to $10,000,000 The petitions were signed by Dr. Richard Kaul, managing member. A. A copy of NJSR Surgical Center's list of its 20 largest unsecured creditors filed with the petition is available for free at http://bankrupt.com/misc/njb13-23365.pdf B. A copy of New Jersey Spine & Rehabilitation's list of its 20 largest unsecured creditors filed with the petition is available for free at http://bankrupt.com/misc/njb13-23366.pdf C. A copy of Pompton Anesthesia Associates' list of its six largest unsecured creditors filed with the petition is available for free at http://bankrupt.com/misc/njb13-23367.pdf D. A copy of Interventional Pain Associates' list of its five largest unsecured creditors filed with the petition is available for free at http://bankrupt.com/misc/njb13-23369.pdf NORTEL NETWORKS: Taps CBRE as Listing and Leasing Agent ------------------------------------------------------- The U.S. Bankruptcy Court for the District of Delaware authorized Nortel Networks Inc., et al., to employ CB Richard Ellis-Raleigh LLC as listing and leasing agent in connection with the sublease of real property located in Raleigh, North Carolina. The Debtor is also authorized to pay CBRE Raleigh a commission for its role in a potential sublease transaction with International Business Machines Corporation upon the occurrence of certain conditions. Pursuant to the agreement, CBRE Raleigh will use its best efforts to effect a sublease of the property. Since the agreement was executed, CBRE Raleigh has performed these services for NNI in furtherance of such efforts: -- developed marketing flyers highlighting the property for distribution to brokers and brokerage firms both locally and nationally; -- listed the property on several commercial real estate Web sites; -- hosted numerous tours of the property for prospects with requirements ranging from 20,000 square feet to 150,000 - 175,000 square feet of space, for both office and industrial space; and -- facilitated coverage of the property in a local business journal to increase visibility of the property in the market. To the best of the Debtors' knowledge, CBRE Raleigh is a "disinterested person" as that term is defined in section 101(14) of the Bankruptcy Code. About Nortel Networks Headquartered in Ontario, Canada, Nortel Networks Corporation and its various affiliated entities provided next-generation technologies, for both service provider and enterprise networks, support multimedia and business-critical applications. Nortel did business in more than 150 countries around the world. Nortel Networks Limited was the principal direct operating subsidiary of Nortel Networks Corporation. On Jan. 14, 2009, Nortel Networks Inc.'s ultimate corporate parent Nortel Networks Corporation, NNI's direct corporate parent Nortel Networks Limited and certain of their Canadian affiliates commenced a proceeding with the Ontario Superior Court of Justice under the Companies' Creditors Arrangement Act (Canada) seeking relief from their creditors. Ernst & Young was appointed to serve as monitor and foreign representative of the Canadian Nortel Group. That same day, the Monitor sought recognition of the CCAA Proceedings in U.S. Bankruptcy Court (Bankr. D. Del. Case No. 09-10164) under Chapter 15 of the U.S. Bankruptcy Code. That same day, NNI and certain of its affiliated U.S. entities filed voluntary petitions for relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Case No. 09-10138). In addition, the High Court of England and Wales placed 19 of NNI's European affiliates into administration under the control of individuals from Ernst & Young LLP. Other Nortel affiliates have commenced and in the future may commence additional creditor protection, insolvency and dissolution proceedings around the world. On May 28, 2009, at the request of administrators, the Commercial Court of Versailles, France, ordered the commencement of secondary proceedings in respect of Nortel Networks S.A. On June 8, 2009, Nortel Networks UK Limited filed petitions in U.S. Bankruptcy Court for recognition of the English Proceedings as foreign main proceedings under Chapter 15. U.S. Bankruptcy Judge Kevin Gross presides over the Chapter 11 and 15 cases. Mary Caloway, Esq., and Peter James Duhig, Esq., at Buchanan Ingersoll & Rooney PC, in Wilmington, Delaware, serves as Chapter 15 petitioner's counsel. In the Chapter 11 case, James L. Bromley, Esq., at Cleary Gottlieb Steen & Hamilton, LLP, in New York, serves as the U.S. Debtors' general bankruptcy counsel; Derek C. Abbott, Esq., at Morris Nichols Arsht & Tunnell LLP, in Wilmington, serves as Delaware counsel. The Chapter 11 Debtors' other professionals are Lazard Freres & Co. LLC as financial advisors; and Epiq Bankruptcy Solutions LLC as claims and notice agent. The United States Trustee appointed an Official Committee of Unsecured Creditors in respect of the U.S. Debtors. An ad hoc group of bondholders also was organized. Fred S. Hodara, Esq., at Akin Gump Strauss Hauer & Feld LLP, in New York, and Christopher M. Samis, Esq., at Richards, Layton & Finger, P.A., in Wilmington, Delaware, represent the Official Committee of Unsecured Creditors. An Official Committee of Retired Employees and the Official Committee of Long-Term Disability Participants tapped Alvarez & Marsal Healthcare Industry Group as financial advisor. The Retiree Committee is represented by McCarter & English LLP as Delaware counsel, and Togut Segal & Segal serves as the Retiree Committee. The Committee retained Alvarez & Marsal Healthcare Industry Group as financial advisor, and Kurtzman Carson Consultants LLC as its communications agent. Several entities, particularly, Nortel Government Solutions Incorporated and Nortel Networks (CALA) Inc., have material operations and are not part of the bankruptcy proceedings. As of Sept. 30, 2008, Nortel Networks Corp. reported consolidated assets of $11.6 billion and consolidated liabilities of $11.8 billion. The Nortel Companies' U.S. businesses are primarily conducted through Nortel Networks Inc., which is the parent of majority of the U.S. Nortel Companies. As of Sept. 30, 2008, NNI had assets of about $9 billion and liabilities of $3.2 billion, which do not include NNI's guarantee of some or all of the Nortel Companies' about $4.2 billion of unsecured public debt. Since the commencement of the various insolvency proceedings, Nortel has sold its business units and other assets to various purchasers. Nortel has collected roughly $9 billion for distribution to creditors. Of the total, $4.5 billion came from the sale of Nortel's patent portfolio to Rockstar Bidco, a consortium consisting of Apple Inc., EMC Corporation, Telefonaktiebolaget LM Ericsson, Microsoft Corp., Research In Motion Limited, and Sony Corporation. The consortium defeated a $900 million stalking horse bid by Google Inc. at an auction. The deal closed in July 2011. Nortel has filed a proposed plan of liquidation in the U.S. Bankruptcy Court. The Plan generally provides for full payment on secured claims with other distributions going in accordance with the priorities in bankruptcy law. NPS PHARMACEUTICALS: Sees 200-300 Patients on Gattex by Yearend --------------------------------------------------------------- NPS Pharmaceuticals, Inc., clarified its guidance with respect to Gattex (teduglutide [rDNA origin]). The Company confirms its prior guidance that it expects to achieve its goal of having 200 to 300 patients on Gattex by the end of 2013. The Company will provide investors with an update on the progress of the Gattex launch when it reports its second quarter financial results in August 2013. About NPS Pharmaceuticals Based in Bedminster, New Jersey, NPS Pharmaceuticals Inc. (Nasdaq: NPSP) -- http://www.npsp.com/-- is developing new treatment options for patients with rare gastrointestinal and endocrine disorders. NPS reported a net loss of $36.26 million in 2011, a net loss of $31.44 million in 2010 and a net loss of $17.86 million in 2009. The Company's balance sheet at March 31, 2013, showed $188.46 million in total assets, $192.71 million in total liabilities, and a $4.24 million total stockholders' deficit. ONCURE HOLDINGS: Radiation Oncology Provider Has Loan Approved -------------------------------------------------------------- Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that OnCure Medical Corp., a manager of 37 radiation oncology centers for treatment of cancer, received interim approval June 18 to finance the reorganization. On an interim basis, the company can draw $4.7 million plus enough to pay off existing first-lien debt. The hearing for final approval of the entire $25 million package will take place July 24. The bankruptcy loan is being provided by a group of noteholders. There is an agreement in principle to sell the business for $125 million. The new loan requires having the bankruptcy court approve sale procedures within three weeks and a sale a month later. About OnCure Holdings Headquartered in Englewood, Colorado, OnCure Holdings, Inc. -- http://www.oncure.com-- is a provider of management services and facilities to oncology physician groups throughout the country. OnCure Holdings and its affiliates delivered their voluntary petitions for protection under Chapter 11 of the Bankruptcy Code on June 14, 2013, to the U.S. Bankruptcy Court for the District of Delaware. Bradford C. Burkett signed the petition as CEO. On the Petition Date, the Debtors disclosed total assets of $179,327,000 and total debts of $250,379,000. Paul E. Harner, Esq., and Keith A. Simon, Esq., at Latham & Watkins LLP, in New York, serve as the Debtors' lead bankruptcy counsel. Daniel J. DeFranceschi, Esq., at Richards, Layton & Finger P.A., in Wilmington, Delaware, serves as the Debtors' local Delaware counsel. OP-TECH ENVIRONMENTAL: Inks Merger Agreement with NRC ----------------------------------------------------- OP-TECH Environmental Services, Inc., entered into an Agreement and Plan of Merger with NRC Merger Sub, Inc. Pursuant to the Merger Agreement, NRC will commence a tender offer to acquire all of the outstanding shares of Common Stock at a price of $0.116 per share, net to the selling stockholders in cash, without interest, subject to any applicable withholding taxes. Following the consummation of the Offer, NRC will be merged with and into the Company, and the Company will become a wholly-owned subsidiary of NRC US Holding Company, LLC, the Parent. At the effective time of the Merger, each share of Common Stock not purchased in the Offer will be converted into the right to receive an amount in cash equal to the Offer Price. The consummation of the Offer is subject to the satisfaction or waiver of certain conditions, including at least 90 percent of the outstanding shares of Common Stock on a fully diluted basis having been validly tendered pursuant to the Offer, and other customary conditions. Pursuant to the Merger Agreement, the Company has agreed not to solicit or initiate discussions with third parties regarding other proposals to acquire the Company and has agreed to certain restrictions on its ability to respond to such proposals, subject to the fulfillment of the fiduciary duties of the Company's board of directors. A copy of the Agreement and Plan of Merger is available at: http://is.gd/K7RxfT About OP-TECh Environmental East Syracuse, N.Y.-based OP-TECH Environmental Services, Inc., provides comprehensive environmental and industrial cleaning and decontamination services predominately in New York, New England, Pennsylvania, New Jersey, and Ohio. Dannible & McKee, LLP, in their audit report, dated May 14, 2013, for the fiscal year ended Dec. 31, 2012, expressed substantial doubt about OP-TECH Environmental's ability to continue as a going concern. The independent auditors noted that the Company has negative working capital and a stockholders' deficit at Dec. 31, 2012, and caused violations of the Company's financing agreements. The Company reported net income of $1.0 million on $32.3 million of revenues in 2012, compared with a net loss of $7.5 million on $30.7 million of revenues in 2011. The Company's balance sheet at March 31, 2013, showed $8.99 million in total assets, $12.79 million in total liabilities and a $3.79 million shareholders' deficit. OPTIMUMBANK HOLDINGS: Regains Compliance with NASDAQ Bid Price -------------------------------------------------------------- OptimumBank Holdings, Inc., the parent company of OptimumBank, has received a letter from The NASDAQ Stock Market advising that the Company has regained compliance with Nasdaq's minimum bid price listing requirements. As previously disclosed, on June 20, 2012, Nasdaq staff notified the Company that its common stock failed to maintain a minimum bid price of $1.00 over the previous 30 consecutive business days as required by the Listing Rule 5550(a)(2) of The Nasdaq Stock Market. On June 17, 2013, the Company received notification from Nasdaq that for 10 consecutive business days, from June 3 through June 14, 2013, the closing bid price of the Company's common stock has been at $1.00 per share or greater and the Company has regained compliance with Listing Rule 5550(a)(2). The matter is now considered closed. "We are very pleased that the stock has regained compliance and will continue to be traded on the Nasdaq Capital Market. This is a positive development for the Company and our shareholders and is in line with our desire to remain a public company. The liquidity of public ownership lets shareholders trade easily and encourages greater investor participation. As a public firm we may more easily use our shares as future merger and acquisition currency," stated Moishe Gubin, Chairman of OptimumBank Holdings, Inc. About OptimumBank Holdings OptimumBank Holdings, Inc., headquartered in Fort Lauderdale, Fla., is a one-bank holding company and owns 100% of OptimumBank, a state (Florida)-chartered commercial bank. Optimumbank Holdings disclosed a net loss of $4.69 million in 2012, as compared with a net loss of $3.74 million in 2011. The Company's balance sheet at March 31, 2013, showed $135.60 million in total assets, $130.87 million in total liabilities and $4.73 million in total stockholders' equity. Regulatory Matters Effective April 16, 2010, the Bank consented to the issuance of a Consent Order by the Federal Deposit Insurance Corporation and the the Florida Office of Financial Regulation, also effective as of April 16, 2010. The Consent Order represents an agreement among the Bank, the FDIC and the OFR as to areas of the Bank's operations that warrant improvement and presents a plan for making those improvements. The Consent Order imposes no fines or penalties on the Bank. The Consent Order will remain in effect and enforceable until it is modified, terminated, suspended, or set aside by the FDIC and the OFR. ORCHARD SUPPLY: Meeting to Form Creditors' Panel on June 26 ----------------------------------------------------------- Roberta A. DeAngelis, United States Trustee for Region 3, will hold an organizational meeting on June, 26 2013, at 10:30 a.m. in the bankruptcy case of Orchard Supply Hardware Stores Corporation, 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 Orchard Supply San Jose, Cal.-based Orchard Supply Hardware Stores Corporation operates neighborhood hardware and garden stores focused on paint, repair and the backyard. It was spun off from Sears Holdings Corp. in 2012. Orchard Supply and its two affiliates delivered their voluntary petitions for protection under Chapter 11 of the Bankruptcy Code on June 16, 2013. The case is pending at the U.S. Bankruptcy Court for the District of Delaware before Hon. Christopher S. Sontchi. Stuart M. Brown, Esq., at DLA Piper LLP (US), in Wilmington, Delaware; and Richard A. Chesley, Esq., Chun I. Jang, Esq., and Daniel M. Simon, Esq., at DLA Piper LLP (US), in Chicago, Illinois, are the Debtors' counsel. Moelis & Company LLC serves as the Debtors' investment banker. FTI Consulting, Inc., serves as the Debtors' financial advisors. A&G Realty Partners, LLC, serves as the Debtors' real estate advisors. BMC Group Inc. is the Debtors' claims and noticing agent. ORCHARD SUPPLY: Hiring Approvals Sought --------------------------------------- BankruptcyData reported that Orchard Supply Hardware Stores filed with the U.S. Bankruptcy Court motions to retain: * FTI Consulting (Contact: Stephen L. Coulo) as financial and strategic communications advisor at the following hourly rates: senior managing director at $700 to 895, director, senior director, managing director at 500 to 745, consultant, senior consultant at 280 to 530 and administrative, paraprofessional at 115 to 23; * Moelis & Company (Contact: Steven G. Panagos) as investment banker for a monthly cash fee of up to $150,000 per month; * DLA Piper (Contact : Richard A. Chesley) as counsel at the following hourly rates: professional and paraprofessional at $240 to 965; and * A&G Realty Partners (Contact: Peter Lynch) as real estate consultant and advisor at the following hourly rates: partner at $765 to 965, associate at 490 to 655 and paralegal at 240. About Orchard Supply San Jose, Cal.-based Orchard Supply Hardware Stores Corporation operates neighborhood hardware and garden stores focused on paint, repair and the backyard. It was spun off from Sears Holdings Corp. in 2012. Orchard Supply and its two affiliates delivered their voluntary petitions for protection under Chapter 11 of the Bankruptcy Code on June 16, 2013. The case is pending at the United States Bankruptcy Court for the District of Delaware before Hon. Christopher S. Sontchi. Stuart M. Brown, Esq., at DLA Piper LLP (US), in Wilmington, Delaware; and Richard A. Chesley, Esq., Chun I. Jang, Esq., and Daniel M. Simon, Esq., at DLA Piper LLP (US), in Chicago, Illinois, are the Debtors' counsel. Moelis & Company LLC serves as the Debtors' investment banker. FTI Consulting, Inc., serves as the Debtors' financial advisors. A&G Realty Partners, LLC, serves as the Debtors' real estate advisors. BMC Group Inc. is the Debtors' claims and noticing agent. ORCHARD SUPPLY: Delays May 4 Form 10-Q Due to Bankruptcy Filing --------------------------------------------------------------- Orchard Supply Hardware Stores Corporation has determined that it is unable to file its quarterly report on Form 10-Q for the quarter ended May 4, 2013, in a timely manner and that it does not expect to be able to file the Form 10-Q within the five-day extension permitted by the rules of the United States Securities and Exchange Commission. Due to the demands associated with the bankruptcy filing and related activities, the Company has been unable to complete the preparation of its Form 10-Q for the quarterly period ended May 4, 2013. The Company is currently unable to provide a reasonable estimate of its first quarter 2013 results of operations due to the Company's focus on its ongoing bankruptcy reorganization proceedings and the proposed sale of substantially all of its assets to Lowes Companies, Inc., under Section 363 of the Bankruptcy Code. Accordingly, the Company cannot at this time estimate what significant changes will be reflected in its first quarter 2013 results of operations compared to its first quarter 2012 results of operations. About Orchard Supply San Jose, Cal.-based Orchard Supply Hardware Stores Corporation operates neighborhood hardware and garden stores focused on paint, repair and the backyard. It was spun off from Sears Holdings Corp. in 2012. Orchard Supply and its two affiliates delivered their voluntary petitions for protection under Chapter 11 of the Bankruptcy Code on June 16, 2013. The case is pending at the United States Bankruptcy Court for the District of Delaware before Hon. Christopher S. Sontchi. Stuart M. Brown, Esq., at DLA Piper LLP (US), in Wilmington, Delaware; and Richard A. Chesley, Esq., Chun I. Jang, Esq., and Daniel M. Simon, Esq., at DLA Piper LLP (US), in Chicago, Illinois, are the Debtors' counsel. Moelis & Company LLC serves as the Debtors' investment banker. FTI Consulting, Inc., serves as the Debtors' financial advisors. A&G Realty Partners, LLC, serves as the Debtors' real estate advisors. BMC Group Inc. is the Debtors' claims and noticing agent. ORCHARD SUPPLY: Gets Delisting Notice From NASDAQ ------------------------------------------------- Orchard Supply Hardware Stores Corporation, on June 17, 2013, received a written notice from the NASDAQ Stock Market LLC stating that the Company's securities will be delisted from the NASDAQ Stock Market in accordance with Listing Rules 5101, 5110(b), and IM-5101-1. NASDAQ's determination is based on the following factors: (i) the Company's previously announced Chapter 11 filing and associated public interest concerns raised by it; (ii) concerns regarding the residual equity interest of the existing listed securities holders; and (iii) concerns about the Company's ability to regain or sustain compliance with all requirements for continued listing on The NASDAQ Stock Market. The Notice states that unless the Company appeals the determination, trading in the Company's common stock will be suspended at the opening of business on June 26, 2013, and a Form 25-NSE will be filed with the Securities and Exchange Commission which will remove the Company's common stock from listing and registration on The NASDAQ Stock Market. The Company currently does not intend to appeal the delisting determination. About Orchard Supply San Jose, Cal.-based Orchard Supply Hardware Stores Corporation operates neighborhood hardware and garden stores focused on paint, repair and the backyard. It was spun off from Sears Holdings Corp. in 2012. Orchard Supply and its two affiliates delivered their voluntary petitions for protection under Chapter 11 of the Bankruptcy Code on June 16, 2013. The case is pending at the United States Bankruptcy Court for the District of Delaware before Hon. Christopher S. Sontchi. Stuart M. Brown, Esq., at DLA Piper LLP (US), in Wilmington, Delaware; and Richard A. Chesley, Esq., Chun I. Jang, Esq., and Daniel M. Simon, Esq., at DLA Piper LLP (US), in Chicago, Illinois, are the Debtors' counsel. Moelis & Company LLC serves as the Debtors' investment banker. FTI Consulting, Inc., serves as the Debtors' financial advisors. A&G Realty Partners, LLC, serves as the Debtors' real estate advisors. BMC Group Inc. is the Debtors' claims and noticing agent. ORCKIT COMMUNICATIONS: Files Plan of Arrangement in Israel ---------------------------------------------------------- Orckit filed a petition with the District Court of Tel Aviv-Jaffa regarding a proposed plan of arrangement with the holders of Orckit's Series A notes and Series B notes under Section 350 of the Israeli Companies Law, 5759-1999. As of June 1, 2013, the outstanding debt of the Notes was NIS 59.4 million (approximately $16.5 million). On June 20, 2013, the Court granted permission to the Company to convene meetings of the Company's Note Holders and shareholders to vote upon the Arrangement. The Company expects to publish notices convening those meetings in the coming days. In exchange for the Notes and the full retirement thereof, the Note Holders would receive a cash payment in the aggregate amount of $7 million, which payment will be made in New Israeli Shekels, based on the most recent representative rate of exchange published by the Bank of Israel prior to the payment date. The outstanding debt under the Notes, after the payment $7 million cash would be exchanged for Ordinary Shares of Orckit at the price of $0.52 per share. The Note Holders would receive, together with each of Orckit's Ordinary Shares, two warrants, each exercisable for one Ordinary Share at the price of $0.52 per share, for a period of four years. Pursuant to the terms of the Strategic Investment Agreement with Networks, Orckit will be issued common stock of Networks constituting 10 percent of the outstanding capital stock of Networks on a fully diluted basis. Pursuant to the Arrangement, the Networks Shares will be held by a newly formed, wholly owned Israeli subsidiary of Orckit, and both the Networks3 Shares and all of the shares in that subsidiary, as well as the bank account of such subsidiary, will be pledged for the benefit of the trustee of the Note Holders. Any property distributed in respect of those shares and any proceeds from the sale of those shares will be distributed by the trustee to the Note Holders. Orckit and its new subsidiary will not have the right sell any of the Networks Shares or the shares of the new subsidiary, without the prior consent of the trustee. A copy of the Form 6-K is available for free at: http://is.gd/8ews3F About Orckit Tel-Aviv, Israel-based Orckit Communications Ltd. (TASE: ORCT) engages in the design, development, manufacture and marketing of advanced telecom equipment to telecommunication service providers in metropolitan areas. The Company's products are transport telecommunication equipment targeting high capacity packetized metropolitan networks. ORCKIT Communications disclosed a net loss of $6.46 million on $11.19 million of revenues for the year ended Dec. 31, 2012, as compared with a net loss of $17.38 million on $15.58 million of revenues for the year ended Dec. 31, 2011. Kesselman & Kesselman, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2012. The independent auditors noted that the Company has a capital deficiency, recurring losses, negative cash flows from operating activities and has significant future commitments to repay its convertible subordinated notes. These facts raise substantial doubt as to the Company's ability to continue as a going concern. The Company's balance sheet at March 31, 2013, showed US$14.93 million in total assets, US$25.28 million in total liabilities and a US$10.35 million total capital deficiency. ORECK CORP: U.S. Trustee Balks at Sale Break-up Fee --------------------------------------------------- The U.S. Trustee for Region 8 asks the U.S. Bankruptcy Court for the Middle District of Tennessee to deny approval of (i) the sale procedures and (ii) stalking horse asset purchase agreement with Oreck Acquisition Holdings LLC, unless the objections are addressed. According to the U.S. Trustee, (i) the break-up fee is excessive; (ii) it appears that Section 5.5 of the Stalking Horse APA refers to the breakup-fee and the expense reimbursement as a "carve-out." The U.S. Trustee says that it is unclear why a break-up fee to the stalking horse bidder would come ahead of other Chapter 11 administrative expenses without satisfying the requirements of a superpriority administrative expense. On May 24, 2013, the Court entered an expedited order approving procedures governing the sale of substantially all assets. Pursuant to the procedures, these deadlines had been set: Bid Deadline: July 1 Auction: July 8 Sale Hearing: July 16, at 9 a.m. If no qualified bids are received other than the stalking horse bidder, the Debtors will cancel and not hold an auction and the APA will be deemed to be the highest or best bidder. The sale hearing has been set for July 9, at 9 a.m., if the successful bidder is the stalking horse bidder. Pursuant to the APA, Oreck Acquisition Holdings LLC agreed to purchase the assets for $21,882,000 in a private sale or public auction. Oreck Acquisition required a break up fee of $800,000 and expense reimbursement of $1,200,000. About Oreck Corp. Oreck Corporation and eight affiliates sought Chapter 11 protection (Bankr. M.D. Tenn. Lead Case No. 13-04006) in Nashville, Tennessee, on May 6, 2013, with plans to sell the business as a going concern. Oreck has been in the business of manufacturing, marketing and selling vacuum cleaners and related products since the late 1960s. The corporate offices are located in Nashville, and the manufacturing and call center is located in Cookeville, Tennessee. Oreck has 70 employees in Nashville, 250 employees at its plant in Cookeville and 325 employees operating 96 company-owned and managed retail stores. The Debtor estimated at least $10 million in assets and liabilities as of the Chapter 11 filing. William L. Norton III, Esq., at Bradley Arant Boult Cummings LLP, serves as counsel to the Debtor. BMC Group Inc. is the claims and notice agent. Sawaya Segalas & Co., LLC serves as financial advisor. The U.S. Trustee appointed six creditors to the Official Committee of Unsecured Creditors. Daniel H. Puryear, Esq., at Puryear Law Group, and Sharon L. Levine, Esq., and Kenneth A. Rosen, Esq., at Lowenstein Sandler LLP represent the Committee. The Committee tapped to retain Gavin/Solmonese LLC as it financial advisor. ORECK CORP: Committee Taps Daniel Puryear as Nashville Co-Counsel ----------------------------------------------------------------- The Official Committee of Unsecured Creditors in the Chapter 11 case of Oreck Corporation asks the U.S. Bankruptcy Court for the Middle District of Tennessee for permission to retain Daniel H. Puryear at Puryear Law Group as its Nashville co-counsel. Mr. Puryear's primary role in the case will involve (i) serving as local counsel and assisting the lead counsel, Lowenstein Sandler LLP in matters involving local law; (ii) handling discrete matters as conflicts counsel where Lowenstein Sandler may be prohibited from assisting the Committee due to the existence of a conflict of interest; and (iii) handle other matters as agreed to by Mr. Puryear and Lowenstein Sandler. The hourly rates of Mr. Puryear and its personnel are: Daniel H. Puryear $325 Associates $195 Paralegals $125 To the best of the Committee's knowledge, Mr. Puryear is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. A July 9, 2013, hearing at 9 a.m., has been set. Objections, if any, are due June 25. About Oreck Corp. Oreck Corporation and eight affiliates sought Chapter 11 protection (Bankr. M.D. Tenn. Lead Case No. 13-04006) in Nashville, Tennessee, on May 6, 2013, with plans to sell the business as a going concern. Oreck has been in the business of manufacturing, marketing and selling vacuum cleaners and related products since the late 1960s. The corporate offices are located in Nashville, and the manufacturing and call center is located in Cookeville, Tennessee. Oreck has 70 employees in Nashville, 250 employees at its plant in Cookeville and 325 employees operating 96 company-owned and managed retail stores. The Debtor estimated at least $10 million in assets and liabilities as of the Chapter 11 filing. William L. Norton III, Esq., at Bradley Arant Boult Cummings LLP, serves as counsel to the Debtor. BMC Group Inc. is the claims and notice agent. Sawaya Segalas & Co., LLC serves as financial advisor. The U.S. Trustee appointed six creditors to the Official Committee of Unsecured Creditors. Daniel H. Puryear, Esq., at Puryear Law Group, and Sharon L. Levine, Esq., and Kenneth A. Rosen, Esq., at Lowenstein Sandler LLP represent the Committee. The Committee tapped to retain Gavin/Solmonese LLC as it financial advisor. ORECK CORP: Committee Hires Gavin/Solmonese as Financial Advisor ---------------------------------------------------------------- The Official Committee of Unsecured Creditors in the Chapter 11 case of Oreck Corporation asks the U.S. Bankruptcy Court for the Middle District of Tennessee for permission to retain Gavin/ Solmonese LLC as its financial advisor. Gavin/Solmonese will, among other things: 1. review and analyze historical financial performance, and transactions between and among the Debtors, their creditors, affiliates and other entities; 2. determine the reasonableness of a projected performance of the Debtors, both historical and future; and 3. review and analyze all material contracts or agreements. The hourly rates of Gavin/Solmonese's personnel are: Edward T. Gavin, CTP $600 Wayne P. Weitz $475 Other Professionals $250 - $650 Gavin/Salmonese has agreed to a cap on its fees until July 1, 2013, of $85,000. A July 9, hearing at 9 a.m., hearing has been set. Objections, if any, are due June 25. About Oreck Corp. Oreck Corporation and eight affiliates sought Chapter 11 protection (Bankr. M.D. Tenn. Lead Case No. 13-04006) in Nashville, Tennessee, on May 6, 2013, with plans to sell the business as a going concern. Oreck has been in the business of manufacturing, marketing and selling vacuum cleaners and related products since the late 1960s. The corporate offices are located in Nashville, and the manufacturing and call center is located in Cookeville, Tennessee. Oreck has 70 employees in Nashville, 250 employees at its plant in Cookeville and 325 employees operating 96 company-owned and managed retail stores. The Debtor estimated at least $10 million in assets and liabilities as of the Chapter 11 filing. William L. Norton III, Esq., at Bradley Arant Boult Cummings LLP, serves as counsel to the Debtor. BMC Group Inc. is the claims and notice agent. Sawaya Segalas & Co., LLC serves as financial advisor. The U.S. Trustee appointed six creditors to the Official Committee of Unsecured Creditors. Daniel H. Puryear, Esq., at Puryear Law Group, and Sharon L. Levine, Esq., and Kenneth A. Rosen, Esq., at Lowenstein Sandler LLP represent the Committee. The Committee tapped to retain Gavin/Solmonese LLC as it financial advisor. ORECK CORP: Committee Taps Lowenstein Sandler as Counsel -------------------------------------------------------- The Official Committee of Unsecured Creditors in the Chapter 11 case of Oreck Corporation asks the U.S. Bankruptcy Court for the Middle District of Tennessee for permission to retain Lowenstein Sandler LLP as its counsel. Sharon L. Levine, Esq., a partner at the firm, tells the Court that Lowenstein Sandler's hourly rates are: Partners $475 - $945 Senior Counsel and Counsel $385 - $685 Associates $260 - $495 Paralegals and Assistants $155 - $260 To the best of the Committee's knowledge Lowenstein Sandler is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. A July 9, 2013, hearing has been set. Objections, if any, are due June 25. About Oreck Corp. Oreck Corporation and eight affiliates sought Chapter 11 protection (Bankr. M.D. Tenn. Lead Case No. 13-04006) in Nashville, Tennessee, on May 6, 2013, with plans to sell the business as a going concern. Oreck has been in the business of manufacturing, marketing and selling vacuum cleaners and related products since the late 1960s. The corporate offices are located in Nashville, and the manufacturing and call center is located in Cookeville, Tennessee. Oreck has 70 employees in Nashville, 250 employees at its plant in Cookeville and 325 employees operating 96 company-owned and managed retail stores. The Debtor estimated at least $10 million in assets and liabilities as of the Chapter 11 filing. William L. Norton III, Esq., at Bradley Arant Boult Cummings LLP, serves as counsel to the Debtor. BMC Group Inc. is the claims and notice agent. Sawaya Segalas & Co., LLC serves as financial advisor. The U.S. Trustee appointed six creditors to the Official Committee of Unsecured Creditors. Daniel H. Puryear, Esq., at Puryear Law Group, and Sharon L. Levine, Esq., and Kenneth A. Rosen, Esq., at Lowenstein Sandler LLP represent the Committee. The Committee tapped to retain Gavin/Solmonese LLC as it financial advisor. OTELCO INC: Stephen McCall Appointed Board Chairman --------------------------------------------------- Stephen P. McCall was appointed chairman of the Board of Directors of Otelco Inc. Mr. McCall replaces Michael D. Weaver, who remains a director, president and chief executive officer of the Company. Also on June 18, 2013, Mr. McCall ceased to be a member of the Nominating and Corporate Governance Committee of the Board and Norman C. Frost was appointed to the Nominating and Corporate Governance Committee, joining Andrew Meyers and Gary L. Sugarman, with Mr. Sugarman as chair. The 2013 Annual Meeting of the stockholders of the Company will be held on Aug. 13, 2013, in Portland, Maine. Only stockholders of record as of the close of business on July 12, 2013, will be entitled to notice of and to vote at the Annual Meeting. In order to be considered for inclusion in the proxy statement relating to the Annual Meeting, stockholder proposals must be submitted in writing to the Secretary of the Company, Curtis L. Garner, Jr., at Otelco Inc., 505 Third Avenue East, Oneonta, Alabama 35121, and be received by no later than June 28, 2013. Similarly, in order for a stockholder proposal to be raised from the floor during the Annual Meeting, written notice must be received by the Company no later than June 28, 2013, and must contain the information required by the Company's by-laws. Stockholders may contact the Secretary of the Company at the above-described address for a copy of the relevant provisions of the Company's by-laws regarding the requirements for making stockholder proposals and nominating director candidates. About Otelco Inc. Oneonta, Alabama-based Otelco Inc. operates eleven rural local exchange carriers ("RLECs") serving subscribers in north central Alabama, central Maine, western Massachusetts, central Missouri, western Vermont and southern West Virginia. On March 24, 2013, the Company and each of its direct and indirect subsidiaries filed voluntary petitions for reorganization under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Case No. 13- 10593) in order to effectuate their prepackaged Chapter 11 plan of reorganization -- a plan that already has been accepted by 100% of the Company's senior lenders, as well as holders of over 96% in dollar amount of Otelco's senior subordinated notes who cast ballots. Otelco's restructuring plan will strengthen the Company by deleveraging its balance sheet and reducing its overall indebtedness by approximately $135 million. The Company's restructuring counsel is Willkie Farr & Gallagher LLP and its financial advisor is Evercore Partners. The restructuring counsel for the administrative agent for the senior lenders is King & Spalding LLP and its financial advisor is FTI Consulting. OVERLAND STORAGE: Shareholders Elect Four Directors --------------------------------------------------- At the 2012 annual meeting of shareholders of Overland Storage, Inc., which was held on June 18, 2013, the shareholders elected Robert A. Degan, Joseph A. De Perio, Eric L. Kelly, and Vivekanand Mahadevan to the Board of Directors. The shareholders ratified the appointment of Moss Adams LLP as the Company's independent registered public accounting firm for the fiscal year ending June 30, 2013. The shareholders also approved, on an advisory basis, the compensation of the Company's named executive officers and indicated "one year" as the preferred frequency of future advisory votes on executive compensation. About Overland Storage San Diego, Cal.-based Overland Storage, Inc. (Nasdaq: OVRL) -- http://www.overlandstorage.com/-- is a global provider of unified data management and data protection solutions designed to enable small and medium enterprises (SMEs), corporate departments and small and medium businesses (SMBs) to anticipate and respond to change. The Company incurred a net loss of $16.16 million for the fiscal year 2012, compared with a net loss of $14.49 million for the fiscal year 2011. For the nine months ended March 31, 2013, the Company incurred a net loss of $14.22 million on $35.95 million of net revenue, as compared with a net loss of $13.46 million on $44.33 million of net revenue for the same period during the prior year. The Company's balance sheet at March 31, 2013, showed $38.40 million in total assets, $44.79 million in total liabilities and a $6.38 million total shareholders' deficit. Moss Adams LLP, in San Diego, California, issued a "going concern" qualification on the consolidated financial statements for the year ended June 30, 2012. The independent auditors noted that the Company's recurring losses and negative operating cash flows raise substantial doubt about the Company's ability to continue as a going concern. OVERSEAS SHIPHOLDING: SCS Settlement Approved --------------------------------------------- BankruptcyData reported that the U.S. Bankruptcy Court approved Overseas Shipholding Group's motion for approval of (i) settlement agreement with Shanghai Jiangnan-ChangxingShipbuilding Co. (SCS), (ii) lifting the automatic stay to the extent necessary to permit setoff under the settlement agreement and (iii) granting the Debtors such other and further relief as the Court deems just and proper. As previously reported, under this agreement, SCS will set off the guarantee engineer claim against the warranty claim and pay a settlement of $145,750, BData related. 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. OXFORD RESOURCE: Forbearance with Citicorp Extended to July 1 ------------------------------------------------------------- Oxford Mining Company, LLC, Oxford Resource Partners, LP, and certain subsidiaries, have supplemented their forbearance agreement with Citicorp USA, Inc., as administrative agent to the Credit Agreement dated as of July 6, 2010, as amended. The purpose of the supplement was to extend the forbearance period provided for in the initial forbearance agreement to July 1, 2013. As of May 15, 2013, and thereafter, Oxford Mining has failed to comply with certain financial covenants specified in the Credit Agreement, which failures constitute immediate events of default under the Credit Agreement. As a result of the defaults, the lenders under the Credit Agreement would have had the ability to declare all outstanding amounts under the Credit Agreement immediately due and payable and exercise all other rights and remedies available to the Lenders under the Credit Agreement and related loan documents. The Credit Agreement is comprised of a $115 million revolving credit line that matures in July 2013 and a $60 million term loan that matures in July 2014. As of June 18, 2013, the Borrower had $147.5 million in borrowings outstanding consisting of $104 million under the revolving credit line and $43.5 million under the term loan. The Borrower also has $10.9 million in letters of credit outstanding under the Credit Agreement in support of surety bonds, which bonds are primarily issued with respect to reclamation obligations. About Oxford Resource Columbus, Ohio-based Oxford Resource Resource Partners, LP, is a low-cost producer of high value steam coal, and is the largest producer of surface mined coal in Ohio. The Company reported a net loss of $20.2 million on $287.0 million of revenues for the nine months ended Sept. 30, 2012, compared with a net loss of $4.0 million on $304.1 million of revenues for the same period of 2011. As of March 31, 2013, the Company had $227.91 million in total assets, $222.60 million in total liabilities and $5.30 million in total partners' capital. PARADISE VALLEY: Plan Confirmation Hearing Continued Until July 9 ----------------------------------------------------------------- The U.S. Bankruptcy Court for the District of Montana continued until July 9, 2013, at 9 a.m., the hearing to consider final approval of the Disclosure Statement and confirmation of Paradise Valley Holdings LLC's Plan of Reorganization. Objections, if any, are due June 25, 2013. The Debtor has requested the Court to vacate the hearing so that it can engage in the requisite discovery because American Bank has amended its proofs of claim (a) creating an unsecured claim for which American Bank has filed a ballot, (b) creating additional issues in opposition to the Paradise's objection to the American Bank claim, and (c) resulting in a motion for relief from the automatic stay. American Bank has also objected to the confirmation of the Plan because, among other things: 1. the Debtor's Proposed Amended Plan is not feasible, it is speculative, conjectural, and unrealistic; and 2. each Class of Impaired Claims has not accepted the Plan to allow confirmation. Doug James, Esq. -- Doug.James@moultonbellingham.com -- and Brian Marty, Esq., at Moulton Bellingham PC represent American Bank. About Paradise Valley Holdings LLC Paradise Valley Holdings LLC filed a Chapter 11 petition (Bankr. D. Mont. Case No. 12-61585) in Butte, Montana on Sept. 28, 2012. Paradise Valley, also known as Bullis Creek Ranch, disclosed $14.2 million in total assets and $13.1 million in total liabilities. The Debtor owns properties in Park County, worth $14.0 million, and secures a $12.0 million debt to American Bank. The Debtor disclosed that part of the secured claims against the property is a judgment lien in the amount of $250,000 held by the Museum of the Rockies Inc. resulting from a lawsuit against the debtor for breach of contract. A copy of the schedules is available at http://bankrupt.com/misc/mtb12-61585.pdf Judge Ralph B. Kirscher oversees the case. James A. Patten, Esq. at Patten, Peterman, Bekkedahl & Green, P.L.L.C. serves as the Debtor's legal counsel. PARADISE VALLEY: Wants to Hire Timothy Murphy as Realtor -------------------------------------------------------- Paradise Valley Holdings, LLC, has filed a second amended application with the U.S. Bankruptcy Court for the District of Montana, seeking permission to employ Timothy Murphy, of Hall & Hall Partners L.L.P. in Bozeman, Montana, as realtor. Mr. Murphy will market and broker sale a portion of the Debtor's real property. The Debtor agreed to pay 5 percent commission if the commission is split with a cooperating broker outside of Hall & Hall, or 4 percent commission if Hall & Hall also represent the buyer. The firm has not received a retainer fee or other advanced payment. To the best of the Debtor's knowledge, Mr. Murphy is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. About Paradise Valley Holdings LLC Paradise Valley Holdings LLC filed a Chapter 11 petition (Bankr. D. Mont. Case No. 12-61585) in Butte, Montana on Sept. 28, 2012. Paradise Valley, also known as Bullis Creek Ranch, disclosed $14.2 million in total assets and $13.1 million in total liabilities. The Debtor owns properties in Park County, worth $14.0 million, and secures a $12.0 million debt to American Bank. The Debtor disclosed that part of the secured claims against the property is a judgment lien in the amount of $250,000 held by the Museum of the Rockies Inc. resulting from a lawsuit against the debtor for breach of contract. A copy of the schedules is available at http://bankrupt.com/misc/mtb12-61585.pdf Judge Ralph B. Kirscher oversees the case. James A. Patten, Esq. at Patten, Peterman, Bekkedahl & Green, P.L.L.C. serves as the Debtor's legal counsel. PARKWAY ACQUISITION: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------------ Debtor: Parkway Acquisition I, LLC aka Parkway Hospital Associates c/o Robert G. Aquino, Sr. 3217 214th Street Bayside, NY 11361 Bankruptcy Case No.: 13-12015 Chapter 11 Petition Date: June 17, 2013 Court: U.S. Bankruptcy Court Southern District of New York (Manhattan) Judge: Shelley C. Chapman Debtor's Counsel: Kevin J. Nash, Esq. GOLDBERG WEPRIN FINKEL GOLDSTEIN, LLP 1501 Broadway, 22nd Floor New York, NY 10036 Tel: (212)-301-6944 Fax: (212) 422-6836 E-mail: KNash@gwfglaw.com Estimated Assets: $10,000,001 to $50,000,000 Estimated Debts: $10,000,001 to $50,000,000 The petition was signed by Robert G. Aquino, Sr., sole manager and member. Related entities with pending bankruptcy cases: Entity Case No. ------ -------- Capitol Health Management, Inc. 08-13934 Boro Healthcare of Union 08-13935 Boro Medical, P.C. 08-13936 Boro Medical of New York, Inc. 08-13937 Boro Medical of Westchester 08-13938 Boulevard Surgical Center, Inc. 08-13939 Lifeco Medical, P.C. 08-13940 The Parkway Hospital, Inc. 05-14876 Parkway's List of Its 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ New York City Department of Finance-- $3,958,922 1 Centre Street New York, NY 10038 Healthpro Nursing Solutions, LLC -- $375,215 76 North Broadway Hicksville, NY 11801 Mettle Enterprises, LLC -- $177,000 100 Motor Parkway, Suite 160 Hauppague, NY 11788 Consolidated Edison Company -- $120,000 Nouveau Elevator Industries, Inc. -- $79,186 Direct Care Corp. -- $66,887 Honeywell International, Inc. -- $56,933 Wasserman Triefler Plumbing & -- $38,357 Heating Corp. Environmental Control Board -- $37,400 Prospective Payment Specialists -- $28,513 Gazetten Construction, Inc. -- $28,314 Segna Electric, Inc. -- $15,877 Empire Industrial Systems Corp. -- $15,821 Unity Cool Corp. -- $14,732 New York Plumbing & Heating Corp. -- $11,388 Commercial Cooling Service, Inc. -- $6,368 Island Acoustics, Inc. -- $3,660 MacKenzie Automatic Doors, Inc. -- $3,377 Marren Mechanical, Inc. -- $2,713 Envirospect, Inc. -- $1,671 PEAK RESORT: Case to Be Converted to Chapter 7 Effective July 1 --------------------------------------------------------------- The U.S. Bankruptcy Court for the Northern District of New York, according to Peak Resorts, Inc., et al.'s case docket, ordered that Peak Resorts' Chapter 11 case will be converted to Chapter 7 of the Bankruptcy Code effective July 1, 2013. The Federal Deposit Insurance Corporation, in its capacity as Receiver for Tennessee Commerce Bank, requested conversion of the Debtors' cases because the Debtors have not filed a plan of reorganization or liquidation, nor is there any indication that they intend to do so, despite consummating the sale of substantially all of their assets. The FDIC-Receiver is concerned that there may be competing interests between the purchaser and the Debtors' estates regarding, inter alia, what claims are paid, in what amount and in what priority. Jeremy R. Johnson, Esq. -- jrjohnson@mwe.com -- and Ryan A. Wagner, Esq., at McDermott Will & Emery LLP represents the FDIC. About Peak Resorts Peak Resorts, Inc., dba Greek Peak Mountain Resort, and four affiliates filed for Chapter 11 bankruptcy (Bankr. N.D.N.Y. Case Nos. 12-31471 to 12-31473, 12-31475 and 12-31476) in Syracuse on Aug. 1, 2012. The affiliates are Hope Lake Investors LLC, V.R.P.D. II L.P., REDI LLC, and A.R.K. Enterprises Inc. Peak Resorts owns 888.5 acres of real estate, including the "Greek Peak Mountain Resort", a four-season resort development located in Virgil, New York. The 888.5-acre property is located 8 miles from Cortland, New York and has the largest day trip area in Central New York state. REDI LLC owns 402.7 acres of adjacent property. Hope Lake Investors owns the Hope Lake Lodge & Cascades Indoor Water Park, a 151-room hotel and resort facility in Virgil, Cortland County. The Debtors have a total of 264 employees. Chief Bankruptcy Judge Robert E. Littlefield Jr. presides over the case. Lawyers at Harris Beach PLLC serve as the Debtors' counsel. The Debtors scheduled these assets and debts: Scheduled Assets Scheduled Liabilities ---------------- --------------------- Hope Lake $27,180,635 $48,800,528 Peak Resorts $12,991,230 $26,558,438 REDI, LLC $1,298,401 $3,851,808 The petitions were signed by Allen R. Kryger, president. PETER DEHAAN: Can Use Cash Collateral Thru July 15 -------------------------------------------------- Judge Randall L. Dunn has authorized Peter Dehaan Holsteins, LLC, to use cash collateral through July 15, 2013, solely to pay costs and expenses it incurred in the ordinary course of its business, consistent with a prepared budget. As adequate protection for any cash collateral used by the Debtor, Northwest Farm Credit Services, PCA, is granted a perfected lien or liens to secure an amount up to the allowed amount of Farm Credit's prepetition secured claim against the Debtor, equal to the extent of any diminution in value of Farm Credit's prepetition collateral. A copy of the prepared Budget for June to July 2013 is available for free at http://PETERDEHAAN_JunetoJuly2013Bdgt.pdf The Debtor's authority to sell "cull cattle" and use the proceeds of such sales in the operation of the Debtor's business will be limited to the aggregate amounts shown in the Budget. Farm Credit's limited objections are overruled, the Court further ordered. Farm Credit objected to an extension of the cash collateral order through Oct. 31, 2013. Farm Credit asserted that the expiration date should be tied to the probably confirmation hearing date if the Debtor files an amended plan as promised and if no amended plan is filed, the cash collateral order should terminate. John D. Albert, Esq., of Albert & Tweet, LLP, serves as attorney to Farm Credit. About Peter DeHaan Holsteins Peter DeHaan Holsteins, LLC, is a recognized leader in the dairy industry and well known for producing high quality milk products. Pete DeHaan Jr., the Debtor's 100% owner and Managing Member, has managed and operated dairy facilities in Oregon for over 15 years. The Debtor's principal source of income is from the production and sale of milk, which is shipped to Northwest Dairy Association, a cooperative that transports, processes and sells the resulting milk products. In 2011, the Debtor produced 56,137,722 pounds of whole milk which generated gross income of $11.19 million. Peter DeHaan Holsteins employs 36 employees and its dairy herd consists of 2,194 cows and 2,382 heifers for a total of 4,576 animals. The dairy operations are conducted at three separate farms located in Yamhill County and Washington County Oregon. The primary farm consists of milking facilities and a 230 acre farm located at 22180 Lafayette Highway Salem, Oregon. A second farm is leased from Alan and Alice Beardsley which includes dairy facilities and 280 acres of farmland located in Gaston, Oregon. A third farm consisting of 245 acres is owned by the Debtor and is located in McMinnville, Oregon. The McMinnville Farm is used primarily for raising replacement heifers and growing crops used to feed the Debtor's dairy cattle. Peter DeHaan Holsteins filed a Chapter 11 petition (Bankr. D. Ore. Case No. 12-35080) on June 29, 2012. The Debtor estimated assets of $10 million to $50 million and liabilities of up to $10 million. The Debtor is represented by Jeffrey C. Misley, Esq., at Sussman Shank LLP, in Portland. In its schedules, the Debtor disclosed $11,161,063 in assets and $8,307,564 in liabilities. PETER DEHAAN: Files Amended Plan & Disclosure Statement ------------------------------------------------------- Peter Dehaan Holsteins, LLC submitted to the U.S. Bankruptcy Court for the District of Oregon a First Amended Plan of Reorganization and Disclosure Statement dated May 20, 2013. The First Amended Disclosure Statement discusses at length alternative scenarios on the proposed treatment for Class 1 Northwest Farm Credit Services, PCA Secured Claim. A full-text copy of the First Amended Disclosure Statement is available for free at http://PETERDEHAAN_AmdDSMay20.PDF Jeffrey C. Misley, Esq. -- jmisley@sussmanshank.com -- and Timothy A. Solomon, Esq. -- tsolomon@sussmanshank.com -- of Sussman Shank LLP in Portland, Oregon, represent the Debtor. About Peter DeHaan Holsteins Peter DeHaan Holsteins, LLC, is a recognized leader in the dairy industry and well known for producing high quality milk products. Pete DeHaan Jr., the Debtor's 100% owner and Managing Member, has managed and operated dairy facilities in Oregon for over 15 years. The Debtor's principal source of income is from the production and sale of milk, which is shipped to Northwest Dairy Association, a cooperative that transports, processes and sells the resulting milk products. In 2011, the Debtor produced 56,137,722 pounds of whole milk which generated gross income of $11.19 million. Peter DeHaan Holsteins employs 36 employees and its dairy herd consists of 2,194 cows and 2,382 heifers for a total of 4,576 animals. The dairy operations are conducted at three separate farms located in Yamhill County and Washington County Oregon. The primary farm consists of milking facilities and a 230 acre farm located at 22180 Lafayette Highway Salem, Oregon. A second farm is leased from Alan and Alice Beardsley which includes dairy facilities and 280 acres of farmland located in Gaston, Oregon. A third farm consisting of 245 acres is owned by the Debtor and is located in McMinnville, Oregon. The McMinnville Farm is used primarily for raising replacement heifers and growing crops used to feed the Debtor's dairy cattle. Peter DeHaan Holsteins filed a Chapter 11 petition (Bankr. D. Ore. Case No. 12-35080) on June 29, 2012. The Debtor estimated assets of $10 million to $50 million and liabilities of up to $10 million. The Debtor is represented by Jeffrey C. Misley, Esq., at Sussman Shank LLP, in Portland. In its schedules, the Debtor disclosed $11,161,063 in assets and $8,307,564 in liabilities. PLUG POWER: Hans Black Held 9.7% Equity Stake at June 10 -------------------------------------------------------- In an amended Schedule 13D filing with the U.S. Securities and Exchange Commission, Hans P. Black and his affiliates disclosed that, as of June 10, 2013, they beneficially owned 7,839,000 shares of common stock of Plug Power Inc. representing 9.72 percent of the shares outstanding. A copy of the regulatory filing is available for free at http://is.gd/ikCVg4 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. PLUG POWER: Declares Dividend on Preferred Shares ------------------------------------------------- Plug Power Inc., on June 11, 2013, declared the issuance of a dividend on the Series C Preferred Stock payable in shares of Common Stock. On June 17, 2013, an aggregate of 39,324 shares of Common Stock were paid to holders of record of the Series C Preferred Stock at the close of business on June 15, 2013. The Company paid cash in lieu of any fractional shares resulting from the dividend. Plug Power previously filed a Certificate of Designations of Series C Redeemable Convertible Preferred Stock with the Secretary of State of the State of Delaware establishing the rights, preferences, privileges, qualifications, restrictions and limitations regarding the Company's Series C Redeemable Convertible Preferred Stock, par value $0.01 per share. The Series C Preferred Stock is entitled to receive dividends at a rate of 8 percent per annum payable in equal quarterly installments in cash or in shares of the Company's common stock, par value $0.01 per share, at the Company's option. 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. RADNOR HOLDINGS: Skadden Can Collect Disputed $4MM Fee ------------------------------------------------------ Lance Duroni of BankruptcyLaw360 reported that a Delaware bankruptcy judge awarded Skadden Arps Slate Meagher & Flom LLP $4 million in fees for its work representing Radnor Holdings Corp., casting aside an objection from the defunct packaging company's former CEO that accused the firm of broad misconduct in the case. According to the report, in a 30-page opinion, U.S. Bankruptcy Judge Peter J. Walsh tore down former Radnor executive Michael T. Kennedy's theory that the firm colluded with Tennenbaum Capital Partners LLC to sink Radnor's reorganization so the hedge fund could acquire the company. About Radnor Holdings Based in Radnor, Pennsylvania, Radnor Holdings Corporation -- http://www.radnorholdings.com/-- manufactured and distributed a broad line of disposable food service products in the United States, and specialty chemicals worldwide. The Debtor and its affiliates filed for chapter 11 protection on August 21, 2006 (Bankr. D. Del. Lead Case No. 06-10894). Gregg M. Galardi, Esq., and Sarah E. Pierce, Esq., at Skadden, Arps, Slate, Meagher &Flom, LLP, in Wilmington, Del.; and Timothy R. Pohl, Esq., Patrick J. Nash, Jr., Esq., and Rena M. Samole, Esq., at Skadden, Arps, Slate, Meagher &Flom, LLP, in Chicago, Ill., serve as the Debtors' bankruptcy counsel. When the Debtors filed for protection from their creditors, they disclosed total assets of $361,454,000 and total debts of $325,300,000. REALBIZ MEDIA: Incurs $563K Net Loss Fiscal 2013 Second Qtr. ------------------------------------------------------------ Realbiz Media Group, Inc., filed its quarterly report on Form 10-Q, reporting a net loss of $563,333 on $319,174 of revenues for the three months ended April 30, 2013, compared with a net loss of $176,740 on $290,873 of revenues for the three months ended April 30, 2012. The Company reported a net loss of $841,969 on $591,169 of revenues for the six months ended April 30, 2013, compared with a net loss of $400,381 on $617,620 of revenues for the six months ended April 30, 2012. The Company's balance sheet at April 30, 2013, showed $4.1 million in total assets, $2.4 million in total liabilities, and stockholders' equity of $1.7 million. "The Company has incurred losses of $841,969 and $400,381 for the six months ended April 30, 2013 and 2012 respectively. At April 30, 2013, the Company had a working capital deficit of $2,281,396 and an accumulated deficit of $7,491,393. It is management's opinion that these facts raise substantial doubt about the Company's ability to continue as a going concern without additional debt or equity financing." A copy of the Form 10-Q is available at http://is.gd/CbQCUn Weston, Florida-based Realbiz Media Group, Inc., is a real estate media service company that offers real estate listings over the Internet. RECEPTOS INC: Incurs $9.6-Mil. Net Loss in First Quarter -------------------------------------------------------- Receptos, Inc., filed its quarterly report on Form 10-Q, reporting a net loss of $9.6 million on $1.5 million of collaborative revenue for the three months ended March 31, 2013, compared with a net loss of $3.9 million on $1.3 million of collaborative revenue for the same period last year. The Company's balance sheet at March 31, 2013, showed $21.2 million in total assets, $7.6 million in total liabilities, $27.3 million of Series A Convertible Preferred Stock, $35.8 million of Series B Convertible Preferred Stock, and a stockholders' deficit of $49.5 million. According to the regulatory filing, the report of the Company's independent registered public accounting firm included in its final prospectus filed with the SEC on May 9, 2013, relating to its Registration Statement on Form S-1 for its initial public offering contained an explanatory paragraph on such consolidated financial statements stating there was substantial doubt about the Company's ability to continue as a going concern. "Such an opinion could materially limit our ability to raise additional funds through the issuance of new debt or equity securities or otherwise. There is no assurance that sufficient financing will be available when needed to allow us to continue as a going concern. The perception that we may not be able to continue as a going concern may cause others to choose not to deal with us due to concerns about our ability to meet our contractual obligations." A copy of the Form 10-Q is available at http://is.gd/ATxkyQ San Diego, Calif.-based Receptos, Inc., is a biopharmaceutical company focused on discovering, developing and commercializing innovative therapeutics in immune disorders. Its product candidates span three distinct specialty disease areas. The Company's lead asset, RPC1063, is being developed as an oral therapy for the treatment of Relapsing Multiple Sclerosis (RMS) and Inflammatory Bowel Disease (IBD). Its second asset, RPC4046, is being developed for the treatment of an allergic/immune- mediated disorder, Eosinophilic Esophagitis (EoE), which is an Orphan Disease. REVSTONE INDUSTRIES: Greenwood Forgings Sold to Angstrom -------------------------------------------------------- The U.S. Bankruptcy Court for the District of Delaware authorized Revstone Industries, LLC, et al., to sell the assets of Greenwood Forgings LLC to Angstrom Automotive Group, LLC. Angstrom Automotive submitted the highest and best offer at the May 29, 2013, auction and is the successful bidder for the Greenwood Assets. American Axle & Manufacturing, Inc., the stalking horse bidder, submitted the second highest bid. American Axle offered $2.5 million for the assets under the stalking horse deal. Angstrom offered $2,675,000. American Axle will receive $75,000 from the sale proceeds as break-up fee. The remainder of the sale proceeds will be distributed to Boston Finance Group LLC, provided that the sum of $575,000 out of the sale proceeds will be retained. The assets included in the sale are subject to the liens of Boston Finance Group, which asserts a claim against Greenwood of not less than $4,800,000. BFG has informed Greenwood that BFG will not submit a credit bid for the assets in connection with the proposed sale under the Agreement. These parties filed objections to the sale: (a) BFG; (b) Hillsdale Hourly Pension Plan and Hillsdale Salaried Pension Plan; and (c) the Pension Benefit Guaranty Corporation. Greenwood's investment banker is Angle Advisors LLC. American Axle is represented by Foley & Lardner LLP's John Simon, Esq., and Daljit Doogal, Esq. A copy of the terms of the sale is available for free at http://bankrupt.com/misc/REVSTONINDUSTRIES_sale_order.pdf 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. Laura Davis Jones, Esq., Timothy P. Cairns, Esq., at Pachulski Stang Ziehl & Jones LLP; and Brian Trust, Esq., Howard S. Beltzer, Esq., and Frederick D. Hyman, Esq., at Mayer Brown LLP, represent the Debtors. Duane David Werb, Esq., at Werb & Sullivan, serves as bankruptcy counsel to Greenwood and US Tool. James M. Lukenda at Huron Consulting Group serves as Deputy Chief Restructuring Officer. 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. Steven K. Kortanek, Esq., Mark L. Degrosseilliers, Esq., and Matthew P. Ward, Esq., at Womble Carlyle Sandridge & Rice, LLP, represent the Official Committee of Unsecured Creditors. David H. DeCelles, Esq., Ryan P. Dahl, Esq., Jason Gott, Esq., James H. M. Sprayregen, P.C., Esq., at Kirkland & Ellis LLP serve as special counsel to the Restructuring Committee of the Debtors' board of managers. RESIDENTIAL CAPITAL: Rothstein Plaintiffs Object to PSA ------------------------------------------------------- BankruptcyData reported that plaintiffs in the putative class action captioned Rothstein, et al. v. GMAC Mortgage, LLC, et al., No. 1:12-CV-3412-AJN filed with the U.S. Bankruptcy Court an objection to Residential Capital's motion to enter into and perform under a plan support agreement with Ally Financial (AFI), the official creditors' committee and certain consenting claimants. The plaintiffs state, "The Plan Support Motion proposes a plan that will enjoin the Plaintiffs from pursuing their claims in Rothstein against non-debtor parties and provides very little funding to distribute under the proposed plan for the release of claims of this nature: only $57.6 million of a total of $2.1 billion are allocated for borrower claims," the report said, citing court documents. Multiple other parties -- including the U.S. Trustee assigned the case, Pension Benefit Guaranty Corporation (PBGC), Credit Suisse Securities (USA), National Credit Union Administration Board, Huntington Bancshares and Syncora Guarantee -- also filed separate objections to the same motion, the report related. The Trustee states, "Granting of the PSA Motion will result in the approval of third party releases and the treatment as administrative expenses of professional fees and expenses of non- retained professionals, including the RMBS Trustees....[T]he PSA Motion...appear[s] to provide that the third party releases will only be granted upon the effective date of a confirmed plan of reorganization. If this is accurate, the United States Trustee requests that the proposed order approving the PSA Motion include a provision that not only makes this intention absolutely clear, but also contains an express provision explicitly stating that such broad relief is not being granted by the Court at this time and that all parties' rights to be heard regarding the legality of these third party releases are expressly reserved. Similarly, it also appears that part of the settlement reached in connection with the PSA Motion pertains to agreements regarding classifications and/or payments of claims for such things as professional fees and expenses of non-retained professionals, including the RMBS Trustees. The PSA Motion states that approval from the Court regarding these agreements will not be sought until confirmation and that all parties-in-interest will retain their rights to object to confirmation of the plan of reorganization....[T]he United States Trustee objects to those provisions being approved as part of the PSA Motion," according to the report. The PBGC explains that although it does not object to the plan support agreement itself, "it objects to the broad release given to Ally from its statutory obligations with respect to a pension plan covered by Title IV of the employee retirement income security act ('ERISA')." Separately, the official committee of unsecured creditors also filed a limited objection to Berkshire Hathaway's motion for an order unsealing the Court-appointed examiner's report. The creditors state, "Unsealing of the Report in advance of approval of the PSA Motion would constitute a termination event under the Plan Support Agreement, allowing any of the settling parties to walk away from the deal. Accordingly, because the Court has authority under sections 107(a) and 105(a) of the Bankruptcy Code to defer unsealing of the Report for a limited time, because of the critical importance of the complex and hard-fought settlement embodied in the Plan Support Agreement, and because neither Berkshire nor any other party is prejudiced by the short delay in access to the Report occasioned by the Temporary Sealing Order, the Committee submits that the Motion to Unseal should be temporarily denied or held in abeyance," the report added. 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: Faces Opposition to Ally Deal -------------------------------------------------- Residential Capital LLC is facing a barrage of objections from various entities, including the government's bankruptcy watchdog and its pension insurer, investors, bond insurers and banks and others, to its proposed deal to exit bankruptcy with the help of parent Ally Financial Inc. Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that Residential Capital is slated to come to bankruptcy court on June 26 for approval of a settlement agreement that in substance lays out the terms of a Chapter 11 reorganization plan. According to the Bloomberg report, Syncora Guarantee Inc., the guarantor of $2 billion in mortgage-backed bonds, encapsulated arguments from many of the objectors in saying that the plan- support agreement is a "preapproved plan of reorganization that violates basic tenets of law and is unconfirmable." If the support agreement is approved and incorporated in a reorganization plan confirmed by the court, ResCap's nonbankrupt parent Ally Financial Inc. will receive releases in return for contributing $2.1 billion toward ResCap's Chapter 11 plan. The report notes that many of the objections are aimed at the central provision where ResCap creditors would be precluded from suing Ally. Referring to the so-called third-party releases, the Federal Home Loan Banks of Boston, Chicago and Indianapolis want the bankruptcy judge to rule that their objections to releasing Ally will be preserved until the plan comes to court for approval at a confirmation hearing. The Home Loan Bank joined Berkshire Hathaway Inc. in urging the court not to approve the plan-support agreement until after the examiner's report is released. The report relates that the U.S. Trustee similarly urges the judge to preserve creditors' rights to object to protecting Ally with third-party releases. The Justice Department's bankruptcy watchdog takes issue with provisions where individual creditors would have their attorneys' fees paid. The U.S. Attorney from Manhattan filed an objection. He argues that the bankruptcy court has no power to release Ally from its obligations under a $25 billion settlement with 49 states in February 2012 where Ally guaranteed ResCap's complete performance of its obligations to rectify mortgage servicing and foreclosure abuses. There were also objections to a settlement with bond insurer Financial Guaranty Insurance Co. and trustees for securitization trusts holding bonds FGIC guaranteed. The FGIC settlement is scheduled for approval at the June 26 hearing. The proposed settlement payment by non-bankrupt Ally is $1.35 billion more than the original agreement negotiated before ResCap filed for Chapter 11 relief in May 2012. The report says that ResCap dropped the original agreement in the face of opposition from creditors. Assuming the court approves the plan-support agreement, ResCap is obliged to file a definitive reorganization plan and disclosure materials by July 3, with approval by Aug. 30 and implementation of the plan not later than Dec. 15. Announcing the settlement headed off the public filing of the examiner's report which was filed under seal on May 13. The bankruptcy judge said he will unseal the report at the latest on July 3, or earlier when he rules on the motion to approve the plan-support settlement. 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). RESPONSE BIOMEDICAL: Shareholders Elect Eight Directors ------------------------------------------------------- Response Biomedical Corp. held its 2013 annual general and special meeting of shareholders on June 18, 2013, at which the shareholders: (1) approved the appointment of PricewaterhouseCoopers LLP, Chartered Accountants, as auditor of the Company for the ensuing year; (2) elected Dr. Anthony Holler, M.D., Dr. Joseph D. Keegan, Ph.D., Jeffrey L. Purvin, Clinton H. Severson, Lewis J. Shuster, Dr. Peter A. Thompson, M.D., Dr. David G. Wang, M.D., and Dr. Jonathan J. Wang, Ph.D., as directors of the Company to hold office until the next Annual Meeting of Shareholders or until their successors are elected or appointed; (3) approved the amendment and restatement of the Company's 2008 Stock Option Plan; (4) approved an amendment to the Amended and Restated 2008 Stock Option Plan to remove insider participation limits; (5) approved the Company's Restricted Share Unit Plan; (6) approved the Company's Non-Employee Director Deferred Share Unit Plan; (7) approved an amendment to the Restricted Share Unit Plan to remove insider participation limits; (8) approved amendment to the Non-Employee Director Deferred Share Unit Plan to remove insider participation limits; (9) authorized the issuance of certain options to acquire common shares issued to the Board of Directors and certain members of Management; (10) approved, on an advisory basis, the compensation of the Company's executive officers; and (11) selected "every three years" as the preferred frequency of future advisory votes on executive compensation. Additional information is available for free at: http://is.gd/Wo08yG In a separate filing with the SEC, the Company registered a total of 1,644,414 shares of common stock issuable under the Amended and Restated 2008 Stock Option Plan, Restricted Share Unit Plan and Non-Employee Directors Deferred Share Unit Plan. The proposed maximum aggregate offering price is $4.2 million. A copy of the Form S-8 is available for free at http://is.gd/wgs2gY About Response Biomedical Based in Vancouver, Canada, Response Biomedical Corporation develops, manufactures and sells diagnostic tests for use with its proprietary RAMP(R) System, a portable fluorescence immunoassay- based diagnostic testing platform. The RAMP(R) technology utilizes a unique method to account for sources of error inherent in conventional lateral flow immunoassay technologies, thereby providing the ability to quickly and accurately detect and quantify an analyte present in a liquid sample. Consequently, an end-user on-site or in a point-of-care setting can rapidly obtain important diagnostic information. Response Biomedical currently has thirteen tests available for clinical and environmental testing applications and the Company has plans to commercialize additional tests. Response Biomedical disclosed a net loss and comprehensive loss of C$5.28 million on C$11.75 million of product sales for the year ended Dec. 31, 2012, as compared with a net loss and comprehensive loss of C$5.37 million on C$9.02 million of product sales during the prior year. The Company incurred a C$10.08 million net loss and comprehensive loss in 2010. "We have incurred significant losses to date. As at December 31, 2012, we had an accumulated deficit of $112,171,008 and have not generated positive cash flow from operations. Accordingly, there is substantial doubt about our ability to continue as a going concern. We may need to seek additional financing to support our continued operation; however, there are no assurances that any such financing can be obtained on favorable terms, if at all. In view of these conditions, our ability to continue as a going concern is dependent upon our ability to obtain such financing and, ultimately, on achieving profitable operations," according to the Company's annual report for the period ended Dec. 31, 2012. The Company's balance sheet at March 31, 2013, showed C$14.65 million in total assets, C$23.68 million in total liabilities and a C$9.02 million total shareholders' deficit. REVEL AC: Changes Name to "Revel Casino Hotel" ---------------------------------------------- Jennifer Bogdan, writing for Press of Atlantic City, reports that Revel will change its name to "Revel Casino Hotel" and roll out a new aggressive marketing strategy today focused on attracting a new customer: the gambler. "If you want gamblers to feel wanted, then you need to let them know you're a casino," said Randall Fine, of the Las Vegas-based firm that has taken over marketing the property that has just emerged from Chapter 11 bankruptcy protection, according to the report. About Revel AC Revel AC, Inc. -- http://www.revelresorts.com/-- owns and operates Revel, a Las Vegas-style, beachfront entertainment resort and casino located on the Boardwalk in the south inlet of Atlantic City, New Jersey. Revel AC Inc. along with four affiliates sought bankruptcy protection (Bankr. D.N.J. Lead Case No. 13-16253) on March 25, 2013, in Camden, New Jersey, with a prepackaged plan that reduces debt by $1.25 billion. Revel's legal advisor in connection with the restructuring is Kirkland & Ellis LLP. Alvarez & Marsal serves as its restructuring advisor and Moelis & Company serves as its investment banker for the restructuring. Epiq Bankruptcy Solutions is the claims and notice agent. The Official Committee of Unsecured Creditor retained Christopher A. Ward, Esq., Jason Nagi, Esq., and Jarrett Vine, Esq., at Polsinelli PC as counsel. Revel AC Inc. on May 21 disclosed that it has successfully completed its financial restructuring and emerged from Chapter 11 of the United States Bankruptcy Code. Through the restructuring plan, which has been approved by both the U.S. Bankruptcy Court for the District of New Jersey (Camden) and the New Jersey Casino Control Commission, Revel has reduced its outstanding debt by approximately $1.2 billion, or 82%, and its annual interest expense on a cash basis by $98 million, or 96%. RITE AID: Obtains New $500 Million Term Loan --------------------------------------------- Rite Aid Corporation has completed a portion of its debt refinancing transactions that extends the maturity on a portion of Rite Aid's outstanding indebtedness and lowers interest expense. The completed refinancing transaction consisted of a cash tender offer for any and all of Rite Aid's $500 million aggregate principal amount of 7.5 percent Senior Secured Notes due 2017 that is being funded with the net proceeds from a new $500 million second lien term loan, together with available cash or borrowings under Rite Aid's revolving credit facility. As part of the tender offer, Rite Aid solicited consents for amendments that would eliminate or modify certain covenants, events of default and other provisions contained in the indenture governing the notes. Rite Aid has received the requisite consents to execute a supplemental indenture to effect the proposed amendments. As of the consent payment deadline at 5 p.m., Eastern Time, on June 20, 2013, approximately $419.2 million aggregate principal amount of the notes were tendered (representing approximately 83.85 percent of the outstanding notes). Rite Aid has exercised its option to accept for payment and settle the tender offer with respect to all of the notes that were validly tendered at, or prior to, the consent payment deadline upon which the supplemental indenture implementing the proposed amendments became effective. Settlement of the purchase of these notes occurred on June 21, 2013. The tender offer will expire at midnight, Eastern Time, on July 5, 2013, unless extended or earlier terminated. Although Rite Aid has called the notes that remain outstanding following the tender offer for redemption, holders of those notes may still validly tender their notes prior to the expiration date. Rite Aid also delivered notice that it had called for redemption all of the notes that remain outstanding following consummation of the tender offer. The notes that remain outstanding will be redeemed at a price equal to 102.500 percent of their face amount, plus accrued and unpaid interest to, but not including, the date of redemption. Redemption of the remaining notes will occur on July 22, 2013. Rite Aid's previously announced offering of $810 million aggregate principal amount of 6.75 percent Senior Notes due 2021 is expected to close on July 2, 2013, with net proceeds of that offering being used, together with available cash or borrowings under Rite Aid's revolving credit facility, to pay the applicable consideration, accrued and unpaid interest and related fees and expenses of Rite Aid's ongoing tender offer and related consent solicitation for any and all of its outstanding 9.5 percent Senior Notes due 2017. About Rite Aid Corp. Drugstore chain Rite Aid Corporation (NYSE: RAD) -- http://www.riteaid.com/-- based in Camp Hill, Pennsylvania, is one of the nation's leading drugstore chains with 4,626 stores in 31 states and the District of Columbia. Rite Aid disclosed net income of $118.10 million on $25.39 billion of revenue for the year ended March 2, 2013, as compared with a net loss of $368.57 million on $26.12 billion of revenue for the year ended March 2, 2012. The Company's balance sheet at March 2, 2013, showed $7.07 billion in total assets, $9.53 billion in total liabilities and a $2.45 billion total stockholders' deficit. * * * As reported by the TCR on March 1, 2013, Moody's Investors Service upgraded Rite Aid Corporation's Corporate Family Rating to B3 from Caa1 and Probability of Default Rating to B3-PD from Caa1-PD. At the same time, the Speculative Grade Liquidity rating was revised to SGL-2 from SGL-3. This rating action concludes the review for upgrade initiated on Feb. 4, 2013. Rite Aid carries a 'B-' corporate credit rating from Standard & Poor's Ratings Services. RITE AID: Reports $89.7 Million Net Income in First Quarter ----------------------------------------------------------- Rite Aid Corporation reported net income of $89.66 million on $6.29 billion of revenues for the 13 weeks ended June 1, 2013, as compared with a net loss of $28.08 million on $6.46 billion of revenues for the 13 weeks ended June 2, 2012. As of June 1, 2013, the Company had $6.94 billion in total assets, $9.30 billion in total liabilities and a $2.35 billion total stockholders' deficit. "We kicked off our new fiscal year by posting strong first-quarter results that reflect our continued operational and financial progress," said Rite Aid chairman, president and CEO John Standley. "During the quarter, we generated net income for a third consecutive quarter and increased Adjusted EBITDA by more than $70 million over last year's first quarter." "At the same time, our team's success in executing key initiatives like our wellness+ customer loyalty program, wellness store remodeling initiative and expanded pharmacy service offerings continue to drive our progress in transforming Rite Aid stores into true neighborhood destinations for health and wellness. We are pleased with our continued progress and remain focused on delivering the best products, service and care to meet our customers' unique wellness needs." A copy of the press release is available for free at: http://is.gd/QCvyPe About Rite Aid Corp. Drugstore chain Rite Aid Corporation (NYSE: RAD) -- http://www.riteaid.com/-- based in Camp Hill, Pennsylvania, is one of the nation's leading drugstore chains with 4,626 stores in 31 states and the District of Columbia. Rite Aid disclosed net income of $118.10 million on $25.39 billion of revenue for the year ended March 2, 2013, as compared with a net loss of $368.57 million on $26.12 billion of revenue for the year ended March 2, 2012. * * * As reported by the TCR on March 1, 2013, Moody's Investors Service upgraded Rite Aid Corporation's Corporate Family Rating to B3 from Caa1 and Probability of Default Rating to B3-PD from Caa1-PD. At the same time, the Speculative Grade Liquidity rating was revised to SGL-2 from SGL-3. This rating action concludes the review for upgrade initiated on Feb. 4, 2013. Rite Aid carries a 'B-' corporate credit rating from Standard & Poor's Ratings Services. RITE AID: Senior Notes Offering Increased to $810 Million --------------------------------------------------------- Rite Aid Corporation announced the terms of an upsized offering of $810 million aggregate principal amount of 6.75 percent senior notes due 2021. The size of the offering is $410 million more than previously announced. The Notes will be unsecured, unsubordinated obligations of Rite Aid Corporation and will be guaranteed by substantially all of Rite Aid's subsidiaries. The offering is expected to close on July 2, 2013, subject to customary closing conditions. Rite Aid intends to use the net proceeds of the offering of the Notes, together with available cash or borrowings under Rite Aid's revolving credit facility, to pay the consideration, accrued and unpaid interest and related fees and expenses in connection with a tender offer for any and all of its outstanding its outstanding $810 million 9.5 percent senior notes due 2017 and related consent solicitation. Rite Aid expects to call for redemption any 9.5 percent senior notes due 2017 not tendered in the tender offer. Rite Aid's results of operations, including net income and earnings per share, and guidance could be affected by fees, expenses and charges related to the refinancing transactions. The tender offer will expire at midnight, Eastern Time, on July 16, 2013, unless the tender offer is extended or earlier terminated. Under the terms of the tender offer and consent solicitation, holders of the notes who validly tender and do not withdraw their notes prior to 5:00 p.m., Eastern Time, on July 1, 2013, and whose notes are accepted for purchase, will receive the "Total Consideration," which is equal to the "Tender Offer Consideration" plus a consent payment of $30.00 per $1,000 principal amount of tendered notes. Holders of notes who validly tender their notes after the Consent Payment Deadline but on or before the Expiration Date, and whose notes are accepted for purchase, will receive only the Tender Offer Consideration. Rite Aid intends to redeem any notes not tendered in the tender offer and consent solicitation. Rite Aid may issue a notice of redemption as early as the early settlement date. About Rite Aid Corp. Drugstore chain Rite Aid Corporation (NYSE: RAD) -- http://www.riteaid.com/-- based in Camp Hill, Pennsylvania, is one of the nation's leading drugstore chains with 4,626 stores in 31 states and the District of Columbia. Rite Aid disclosed net income of $118.10 million on $25.39 billion of revenue for the year ended March 2, 2013, as compared with a net loss of $368.57 million on $26.12 billion of revenue for the year ended March 2, 2012. The Company's balance sheet at March 2, 2013, showed $7.07 billion in total assets, $9.53 billion in total liabilities and a $2.45 billion total stockholders' deficit. * * * As reported by the TCR on March 1, 2013, Moody's Investors Service upgraded Rite Aid Corporation's Corporate Family Rating to B3 from Caa1 and Probability of Default Rating to B3-PD from Caa1-PD. At the same time, the Speculative Grade Liquidity rating was revised to SGL-2 from SGL-3. This rating action concludes the review for upgrade initiated on Feb. 4, 2013. Rite Aid carries a 'B-' corporate credit rating from Standard & Poor's Ratings Services. RITE AID: Fitch Rates New $810MM Unsecured Notes at 'CCC+/RR5' -------------------------------------------------------------- Fitch Ratings assigns a 'BB-/RR1' rating to Rite Aid Corporation's (Rite Aid) new $500 million second-lien term loan due 2021 and a 'CCC+/RR5' rating to the new $810 million of 6.75% senior guaranteed unsecured notes due in 2021. The proceeds are intended to refinance Rite Aid's $500 million of 7.5% senior second-lien notes due 2017 and $810 million of 9.5% guaranteed unsecured notes due 2017. Post the February and current refinancings, Rite Aid's annual interest will decrease by $85 million and debt maturities will have been pushed out to 2019 (besides its revolver which matures in February 2018). The Rating Outlook is Stable. A complete list of ratings follows at the end of this release. Key Rating Drivers -- Rite Aid's high leverage and operating statistics that significantly trail its two major competitors; -- Strong market share position as the third largest U.S. drug retailer; -- Management's concerted efforts to improve the productivity of its store base and manage liquidity through a series of refinancings that have pushed out major debt maturities to 2019, working capital reductions and other cost cutting initiatives. In fiscal 2013, Rite Aid's underlying prescription count experienced volume growth of 3.4% as Rite Aid benefited from the impasse between Walgreens and Express Scripts (ESRX). Same store prescription count was flat in the first quarter of fiscal 2014, in line with Fitch's expectations of volume growth going forward. The generic wave continues to bolster gross margins and EBITDA was $1.2 billion for the LTM period ending June 1, 2013. Adjusted debt/EBITDAR and EBITDAR/interest plus rent improved to 6.3x and 1.5x, from 6.6x and 1.4x at year end, respectively. Fitch expects adjusted leverage to be in the 6.5x - 7.0x range over the next 24 months, assuming same store sales growth in the - 1% range and EBITDA in the $1.1 billion range in fiscal 2014 and about $950 million in fiscal 2015. Gross margins are expected to be flat to down beginning second half of fiscal 2014 as generics cycle through. Rite Aid's operating metrics still significantly lag those of its largest and well-capitalized competitors, with average weekly prescriptions per store of approximately 1,230 and an EBITDA margin of 4.8% (versus Walgreens' EBITDA margin at 6.5% and CVS's retail EBITDA margin at 11.2%). Beyond the benefit from the generic wave and the recent benefit from gaining script volume from Walgreens, Fitch does not expect meaningful top-line and EBITDA expansion over the next couple of years. Rite Aid has largely been unable to participate in the strong industry growth largely due to capital constraints, and the company's inability to appropriately invest in its stores remains an ongoing concern. The Wellness+ loyalty card program and the Wellness remodels (with 20% of the stores remodeled to date) have helped the company to stabilize its prescription volume and see modest front-end growth. However, capital spending remains below levels required to remain competitive, and the company's market share could continue to weaken over time, even in markets where it has a top-three position. As a result, Fitch expects Rite Aid's topline to remain modestly negative given front end same store sales expectations of +1% and pharmacy same store sales of -1 to - 2% (with prescription growth of 0 to 1%). At June 1, 2013, Rite Aid had cash of $108.9 million and excess borrowing capacity of approximately $1.14 billion under its credit facility, net of $113 million in outstanding letters of credit. Rite Aid has maintained liquidity in the $950 million - $1.2 billion range for the past three years. Fitch expects free cash flow, net of capital expenditures of $400 million, to be in the $200 to $250 million million range over the next couple of years, which will enable the company to modestly reduce debt overtime or invest a bit more on the Wellness remodels. The company has been actively refinancing its debt maturities over the past year, pushing out the next major maturities to 2019. Rating Sensitivities Positive: A positive rating action is unlikely at this point, given the lack of visibility on EBITDA growth and material debt reduction. Negative: A negative rating action could result from deteriorating sales and profitability trends that lead to liquidity concerns and/or the company's inability to address debt maturities in a timely fashion. Recovery Considerations The issue ratings shown above are derived from the IDR and the relevant Recovery Rating. Fitch's recovery analysis assumes a liquidation value under a distressed scenario of approximately $6 billion on inventory, receivables, owned real estate, and prescription files. The $1.795 billion revolving credit facility, the $1.161 billion Tranche 6 term loan, and the $650 million senior secured notes due August 2020 have a first lien on the company's cash, accounts receivable, investment property, inventory, and script lists, and are guaranteed by Rite Aid's subsidiaries, giving them an outstanding recovery (91% - 100%). The $1.795 billion revolving credit facility is due to mature in 2018. The senior secured credit facility will require the company to maintain a minimum fixed charge coverage ratio of 1.0x only if availability on the revolving credit facility is less than $150 million. Rite Aid's fixed charge coverage ratio was above the minimum required amount at the end of the last quarter. Rite Aid's senior secured notes that have a second lien on the same collateral as the revolver and term loans and that are guaranteed by Rite Aid's subsidiaries are also expected to have outstanding recovery prospects. Given the amount of secured debt in the company's capital structure, the unsecured guaranteed notes are assumed to have below-average recovery prospects (11% - 30%) and the unsecured non-guaranteed notes and convertible bonds are assumed to have poor recovery prospects (0% - 10%) in a distressed scenario. Fitch rates Rite Aid Corporation as follows: -- IDR 'B-'; -- Secured revolving credit facility and term loans 'BB-/RR1'; -- First and second lien senior secured notes 'BB-/RR1'; -- Guaranteed senior unsecured notes 'CCC+/RR5'; -- Non-guaranteed senior unsecured notes 'CCC/RR6'. The Rating Outlook is Stable. ROCKWELL MEDICAL: Borrows $20 Million From Hercules Technology -------------------------------------------------------------- Rockwell Medical, Inc., and its wholly owned subsidiary, Rockwell Transportation, Inc., entered into a Loan and Security Agreement, dated as of June 14, 2013, with Hercules Technology III, L.P. Pursuant to the Loan Agreement, the Company has borrowed $20 million. Proceeds from the loan are intended to be used to fund the Company's clinical trials and for general corporate purposes. The loan will mature and become due on Dec. 1, 2016, subject to adjustment, and will bear interest at the greater of (i) 12.50 percent plus the prime rate as reported in The Wall Street Journal minus 3.25 percent, or (ii) 12.50 percent. The Borrower will be required to make only monthly interest payments through May 31, 2014 (or Aug. 31, 2014, if Borrower meets primary end points for both Phase 3 trials for its SFP drug prior to Dec. 15, 2013). If the interest only period is extended, the maturity date for the loan will be extended to March 1, 2017. Monthly principal and interest payments will be due on the loan following the interest only period through the maturity date. The loan may be prepaid at any time after June 14, 2014, without penalty. The Company paid a fee of $0.2 million at closing and is required to pay a fee of $1.1 million upon any prepayment or at maturity. The loan will also mature and become due upon a change in control of the Company. In connection with the loan, the Company granted Hercules a security interest in substantially all of the Company's assets other than certain intellectual property, motor vehicles, real property and certain other interests. The Loan and Security Agreement also provides for standard indemnification of Hercules and contains representations, warranties and non-financial covenants of the Company. The Loan Agreement also contains covenants that, among other things, limit the Company's ability to incur additional indebtedness, transfer assets acquire assets of or merge with another entity and pay dividends to the Company's shareholders. Hercules is permitted to participate in the next institutional equity offering by the Company, if any, in an amount up to $1 million on the same terms as other investors in such an offering. A copy of the Loan Agreement is available for free at: http://is.gd/dHxGwo About Rockwell Rockwell Medical, Inc. (Nasdaq: RMTI), headquartered in Wixom, Michigan, is a fully-integrated biopharmaceutical company targeting end-stage renal disease ("ESRD") and chronic kidney disease ("CKD") with innovative products and services for the treatment of iron deficiency, secondary hyperparathyroidism and hemodialysis (also referred to as "HD" or "dialysis"). Rockwell's lead investigational drug is in late stage clinical development for iron therapy treatment in CKD-HD patients. It is called Soluble Ferric Pyrophosphate ("SFP"). SFP delivers iron to the bone marrow in a non-invasive, physiologic manner to hemodialysis patients via dialysate during their regular dialysis treatment. In its report on the consolidated financial statements for the year ended Dec. 31, 2012, Plante & Moran, PLLC, in Clinton Township, Michigan, expressed substantial doubt about Rockwell Medical's ability to continue as a going concern, citing the Company's recurring losses from operations, negative working capital, and insufficient liquidity. The Company reported a net loss of $54.0 million on $49.8 million of sales in 2012, compared with a net loss of $21.4 million on $49.0 million of sales in 2011. The Company's balance sheet at Dec. 31, 2012, showed $17.0 million in total assets, $27.0 million in total current liabilities, and a stockholders' deficit of $10 million. ROCKWOOD SPECIALTIES: Moody's Says Unit Sale Could Impact Leverage ------------------------------------------------------------------ Moody's Investors Service reports that Rockwood's ceramics business divestiture will give it the flexibility to repay balance sheet debt. Furthermore, a meaningful reduction in debt will be required to maintain Rockwood's overall credit profile at the Ba1 rating. Rockwood Specialties Group, Inc., headquartered in Princeton, New Jersey, is a wholly owned subsidiary of Rockwood Holdings, Inc. (Ticker: ROC). Rockwood produces of a variety of specialty chemicals and advanced materials, including pigments, additives, surface treatment chemicals, ceramics, and lithium. Revenues were $3.5 billion for the year ended March 31, 2013. SEQUENOM INC: To Issue 6.3 Million Common Shares to Employees ------------------------------------------------------------- Sequenom, Inc., registered with the U.S. Securities and Exchange Commission an aggregate of 6.3 million shares of common stock issuable under the Company's 2006 Equity Incentive Plan and 1999 Employee Stock Purchase Plan. The proposed maximum aggregate offering price is $26.46 million. A copy of the Form S-8 registration statement is available at http://is.gd/XPwwkr About Sequenom Sequenom, Inc. (NASDAQ: SQNM) -- http://www.sequenom.com/-- is a life sciences company committed to improving healthcare through revolutionary genetic analysis solutions. Sequenom develops innovative technology, products and diagnostic tests that target and serve discovery and clinical research, and molecular diagnostics markets. The company was founded in 1994 and is headquartered in San Diego, California. Sequenom disclosed a net loss of $117.02 million in 2012, a net loss of $74.13 million in 2011 and a net loss of $120.84 million in 2010. The Company's balance sheet at March 31, 2013, showed $227.99 million in total assets, $205.58 million in total liabilities, and $22.41 million in total stockholders' equity. SANUWAVE HEALTH: BDO OKs Report Inclusion in Regulatory Filing -------------------------------------------------------------- BDO USA, LLP, SANUWAVE Health, Inc.'s independent registered public accounting firm, delivered a letter to the U.S. Securities and Exchange Commission on June 21, 2013, stating that it consents to the incorporation by reference in the Registration Statement on Form S-8 (No. 333-170301) of SANUWAVE Health, of BDO's report dated March 26, 2013, relating to the consolidated financial statements, which appears in the annual report on Form 10-K filed on March 26, 2013. A copy of the letter is available for free at: http://is.gd/SRJKwd About SANUWAVE Health Alpharetta, Ga.-based SANUWAVE Health, Inc., is an emerging global regenerative medicine company focused on the development and commercialization of noninvasive, biological response activating devices for the repair and regeneration of tissue, musculoskeletal and vascular structures. BDO USA, LLP, in Atlanta, Georgia, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2012. The independent auditors noted that the Company has suffered recurring losses from operations, has a net working capital deficit, and is economically dependent upon future issuances of equity or other financing to fund ongoing operations, each of which raise substantial doubt about its ability to continue as a going concern. SANUWAVE Health reported a net loss of $6.40 million on $769,217 of revenue for the year ended Dec. 31, 2012, as compared with a net loss of $10.23 million on $802,572 of revenue in 2011. The Company's balance sheet at March 31, 2013, showed $2.33 million in total assets, $13.64 million in total liabilities and a $11.31 million total stockholders' deficit. SERVICEMASTER CO: S&P Affirms 'B+' Rating to Sr. Sec. Facilities ---------------------------------------------------------------- Standard & Poor's Ratings Services affirmed its 'B' corporate credit rating on Memphis, Tenn.-based The ServiceMaster Co. and revised the outlook to negative from stable. S&P also affirmed its 'B+' our issue-level ratings on ServiceMaster's senior secured revolving credit and term facilities at 'B+' (one notch higher than S&P's corporate credit rating on the company). S&P's recovery ratings on these facilities are '2', indicating its expectation of substantial (70% to 90%) recovery for lenders in the event of a payment default. In addition, S&P affirmed its issue-level rating on the company's senior unsecured notes at 'B-' (one notch lower than the corporate credit rating). S&P's recovery rating on these notes is '5', indicating its expectation for modest (10% to 30%) recovery for lenders in the event of a payment default. "The outlook revision reflects our forecast for weaker credit metrics as a result of poor performance of the company's TruGreen segment," said Standard & Poor's credit analyst Linda Phelps. "Continued underperformance and possible further deterioration could lead to a downgrade." ServiceMaster's leverage for the 12 months ended March 31, 2013, increased to 8.0x from 7.5x at fiscal year-end 2012 and 6.5x for the same period one year ago. Standard & Poor's now forecasts debt-to-EBITDA leverage could decline modestly from current levels, but remain high for the current rating in the mid- to high-7x area for full-year 2013. Previously, S&P estimated leverage would be below 7x in 2013. S&P continues to view the company's financial profile to be "highly leveraged" and its business risk profile as "fair." SOUND SHORE: Creditors Protest Bankruptcy Financing --------------------------------------------------- Stephanie Gleason writing for Dow Jones' DBR Small Cap reports that the committee representing Sound Shore Health System Inc.'s unsecured creditors wants to see changes made to the terms of the $33 million in bankruptcy financing secured to keep the system running during its Chapter 11 case. As reported in the June 21, 2013 edition of the TCR, the Manhattan U.S. Attorney filed objections to the $33 million bankruptcy loan. It said that when the Debtors receive final approval for the DIP financing, the court cannot immunize the lenders from liability to the Internal Revenue Service and environmental regulators. The government pointed to a provision in the proposed loan approval order saying the lenders can have no liability to the IRS or environmental regulators arising from decisions they make in the future about allowing advances under the loan. The final hearing on financing is scheduled for June 25. About Sound Shore Medical Sound Shore Medical Center of Westchester, Mount Vernon Hospital Inc., Howe Avenue Nursing Home and related entities sought Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 13-22840) on May 29, 2013, in White Plains, New York. The Debtors are the largest "safety net" providers for Southern Westchester County in New York. Affiliated with New York Medical College, Sound Shore is a not-for-profit 242-bed, community based- teaching hospital located in New Rochelle, New York. Mountain Vernon Hospital is a voluntary, not-for-profit 176-bed hospital located in Mount Vernon, New York. Howe Avenue Nursing Home is a 150-bed, comprehensive facility. The Debtors tapped Garfunkel Wild, P.C. as counsel; Alvarez & Marsal Healthcare Industry Group, LLC, as financial advisors; and GCG Inc., as claims agent. Montefiore, the proposed purchaser of the assets, is represented by Togut, Segal & Segal LLP. Sound Shore disclosed assets of $159.6 million and liabilities totaling $200 million. Liabilities include a $16.2 million revolving credit and a $5.8 million term loan with Midcap Financial LLC. There is $9 million in mortgages with Sun Life Assurance Co. of Canada (US) and $11.5 million owing to the New York State Dormitory Authority. Revenue of $241.8 million in 2012 resulted in an operating loss of $16.4 million. SPRINGS WINDOW: S&P Withdraws 'B' Corporate Credit Rating --------------------------------------------------------- Standard & Poor's Ratings Services withdrew its 'B' corporate credit and issue-level ratings on Springs Window Fashions LLC. Following the recent transaction close, Springs Window Fashions LLC's existing debt has been repaid and the corporate credit rating and newly issued debt are now held at Springs Industries Inc. S&P is withdrawing the corporate credit and issue-level ratings on Springs Window Fashions LLC at the request of the company. SPRINT NEXTEL: Agrees to Increased Clearwire Acquisition Offer -------------------------------------------------------------- Sprint and Clearwire have agreed to amend Sprint's agreement to acquire the approximately 50 percent of Clearwire it does not currently own for $5.00 per share, valuing Clearwire at approximately $14 billion, or about $0.30 per MHZ-pop. This increased offer represents a 47 percent premium to Sprint's previous offer of $3.40 per share announced on May 21, 2012, and a 285 percent premium to Clearwire's closing share price on Oct. 10, 2012, the day before the Sprint-SoftBank discussions were first confirmed in the marketplace and Clearwire was speculated to be a part of that transaction. This offer also represents a 14 percent premium to the $4.40 per share DISH tender offer. Sprint and Clearwire agreed to amend certain other provisions in the Merger Agreement to, among other things: * provide that Clearwire's special meeting of stockholders scheduled for June 24, 2013, will be convened and then immediately adjourned until July 8, 2013; * require Clearwire and its representatives immediately to cease and terminate any and all discussions and negotiations with DISH Network Corporation and its affiliates with respect to the previously announced tender offer by a wholly owned subsidiary of DISH for the outstanding shares of Class A Common Stock; * prohibit Clearwire from granting certain governance rights to DISH until termination of the Merger Agreement in certain circumstances; * amend the conditions under which Sprint may terminate the Merger Agreement; * provide for the right of Sprint to cause Clearwire to hold an annual meeting after termination of the Merger Agreement at which Sprint may replace its 7 designees to the Clearwire board of directors; * require Clearwire to pay to Sprint a termination fee of $115,000,000 under certain specified circumstances; and * provide that, upon termination of the Merger Agreement in certain circumstances, Clearwire waives with respect to Sprint the application of the standstill provisions of the Equityholders' Agreement. Sprint has received commitments from a group of significant Clearwire stockholders, including Mount Kellett Capital Management LP, Glenview Capital Management LLC, Chesapeake Partners Management Co., Inc., and Highside Capital Management LP, which collectively own approximately 9 percent of Clearwire's voting shares, to vote their shares in support of the transaction. These stockholders have also agreed to sell their shares to Sprint in the event the transaction does not close. Together with the voting commitments previously received from Comcas t Corp., Intel Corp and Bright House Networks LLC, who collectively own approximately 13 percent of Clearwire's voting shares, and Clearwire's directors and officers, stockholders owning approximately 45 percent of the Clearwire voting shares not affiliated with Sprint, have now agreed to vote their shares in support of the transaction. Sprint expects a majority of the non -Sprint stockholders to support the Clearwire merger based on these agreements and the votes of shareholders with both Sprint and Clearwire shareholdings who have already voted in favor of the Sprint Softbank transaction. In addition to the increased price per share, the companies have further amended the merger agreement that was previously entered into. Specifically, among other things, in certain circumstances where the transaction between Sprint and Clearwire terminates, Clearwire will be required to pay a termination fee of $115 million, or 3 percent of the equity value of the minority stake. In the event the transaction is not comple ted, Clearwire has agreed to hold its annual shareholder meeting as expeditiously as possible and if the transaction is not completed under certain circumstances, Clearwire has agreed to waive the current standstill provision in the Equityholders' Agreement between Sprint, Clearwire, and the company's strategic investors. That standstill provision was originally set to expire on Nov. 28, 2013. The revised offer demonstrates Sprint's commitment to closing the Clearwire transaction and improving its competitive position in the U.S. wireless industry. Sprint is uniquely positioned to leverage Clearwire's 2.5 GHz spectrum assets. Sprint's Network Vision architecture should allow for better strategic alignment and the full utilization and integration of Clearwire's complementary 2.5 GHz spectrum assets, while achieving operational efficiencies and improved service for customers as the spectrum and network is migrated to 4G LTE standards. Sprint's proposal provides a clear path forward for Clearwire and the merger provides attractive value for shareholders of both companies. The transaction is subject to customary closing conditions, including regulatory approvals and the approval of Clearwire's stockholders, including the approval of a majority of Clearwire stockholders not affiliated with Sprint or SoftBank. The closing of the transaction is also contingent on the consummation of Sprint's previously announced transaction with SoftBank. SoftBank has consented to the amendment. As of June 20, 2013, Sprint Nextel and its affiliates beneficially owned 739,010,818 shares of Class A common stock of Clearwire. A copy of the Third Amendment to Agreement and Plan of Merger is available for free at http://is.gd/ciTqag About Sprint Nextel Overland Park, Kan.-based Sprint Nextel Corp. (NYSE: S) -- http://www.sprint.com/-- is a communications company offering a comprehensive range of wireless and wireline communications products and services that are designed to meet the needs of individual consumers, businesses, government subscribers and resellers. Sprint Nextel incurred a net loss of $4.32 million in 2012, a net loss of $2.89 million in 2011, and a net loss of $3.46 million in 2010. The Company's balance sheet at March 31, 2013, showed $50.75 billion in total assets, $44.28 billion in total liabilities, and $6.47 billion in total shareholders' equity. Bankruptcy Warning "If the Merger Agreement terminates and we are unable to raise sufficient additional capital to fulfill our funding needs in a timely manner, or we fail to generate sufficient additional revenue from our wholesale and retail businesses to meet our obligations beyond the next twelve months, our business prospects, financial condition and results of operations will likely be materially and adversely affected, substantial doubt may arise about our ability to continue as a going concern and we will be forced to consider all available alternatives, including a financial restructuring, which could include seeking protection under the provisions of the United States Bankruptcy Code," the Company said in its annual report for the period ended Dec. 31, 2012. On Dec. 17, 2012, the Company entered into an agreement and plan of merger pursuant to which Sprint agreed to acquire all of the outstanding shares of Clearwire Corporation Class A and Class B common stock not currently owned by Sprint, SOFTBANK CORP., which or their affiliates. At the closing, the outstanding shares of common stock will be canceled and converted automatically into the right to receive $2.97 per share in cash, without interest. * * * As reported by the TCR on Oct. 17, 2012, Standard & Poor's Ratings Services said its ratings on Overland Park, Kan.-based wireless carrier Sprint Nextel Corp., including the 'B+' corporate credit rating, remain on CreditWatch. "The CreditWatch update follows the announcement that Sprint Nextel has agreed to sell a majority stake to Softbank," said Standard & Poor's credit analyst Allyn Arden. In the Oct. 17, 2012, edition of the TCR, Moody's Investors Service has placed all the ratings of Sprint Nextel, including its B1 Corporate Family Rating, on review for upgrade following the announcement that the Company has entered into a series of definitive agreements with SOFTBANK CORP. As reported by the TCR on Aug. 8, 2012, Fitch Ratings affirms, among other things, the Issuer default rating (IDR) of Sprint Nextel and its subsidiaries at 'B+'. The ratings for Sprint reflect the ongoing execution risk both operationally and financially regarding several key initiatives that the company expects will improve cash generation, network performance and longer-term profitability. STEREOTAXIS INC: Gets Another Non-Compliance Notice From NASDAQ --------------------------------------------------------------- Stereotaxis, Inc., received, on June 18, 2013, a determination letter from the Listing Qualifications Staff of The NASDAQ Stock Market LLC notifying the Company that the Staff had denied the Company's request for an extension to evidence compliance with the requirements for continued listing on The NASDAQ Global Market as set forth in NASDAQ Listing Rule 5450(b), including the $50 million in total assets and total revenue requirement or its alternatives, and, as a result, the Company's securities would be subject to delisting from NASDAQ unless the Company requests a hearing before the NASDAQ Listing Qualifications Panel. The Company intends to timely request a hearing before the Panel, at which it will present its plan to achieve compliance with the continued listing requirements for The NADAQ Capital Market, which are lower than the requirements for The NASDAQ Global Market. Accordingly, the Company intends to request that the Panel transfer the Company's listing to The NASDAQ Capital Market and grant the Company an extension of time to achieve compliance with the requirements for continued listing on that market. The hearing request will automatically stay the delisting of the Company's securities pending the issuance of the Panel's decision following the hearing and the expiration of any extension period granted by the Panel. Under the NASDAQ Listing Rules, the Panel may, in its discretion, determine to continue the Company's listing pursuant to an exception for a maximum of 180 calendar days from the date of the Staff's determination letter, or through Dec. 16, 2013. While the Company is diligently working to achieve compliance with the continued listing requirements for The NASDAQ Capital Market, there can be no assurance that the Panel will grant the Company's request for a transfer to The NASDAQ Capital Market and an extension of time to achieve compliance with the applicable listing requirements. As previously disclosed, on March 20, 2013, the Company received notification from the Staff indicating that the Company no longer satisfied the Rule given that the Company did not evidence $50 million in total assets and total revenues for the most recently completed fiscal year or for two of the last three most recently completed fiscal years and did not otherwise satisfy the alternative listing requirements set forth in the Rule. The Company thereafter provided a plan to regain compliance with the Rule for the Staff's review, which was subsequently denied by the Staff. About Stereotaxis Based in St. Louis, Mo., Stereotaxis, Inc., designs, manufactures and markets the Epoch Solution, which is an advanced remote robotic navigation system for use in a hospital's interventional surgical suite, or "interventional lab", that the Company believes revolutionizes the treatment of arrhythmias and coronary artery disease by enabling enhanced safety, efficiency and efficacy for catheter-based, or interventional, procedures. For the year ended Dec. 31, 2011, Ernst & Young LLP, in St. Louis, Missouri, expressed substantial doubt about Stereotaxis' ability to continue as a going concern. The independent auditors noted that the Company has incurred recurring operating losses and has a working capital deficiency. The Company incurred a net loss of $9.23 million in 2012, as compared with a net loss of $32.03 million in 2011. The Company's balance sheet at March 31, 2013, showed $32.22 million in total assets, $54.93 million in total liabilities, and a $22.71 million total stockholders' deficit. STONERIDGE INC: S&P Revises Outlook to Pos. & Affirms 'BB-' CCR --------------------------------------------------------------- Standard & Poor's Ratings Services revised its outlook on Warren, Ohio-based auto and truck supplier Stoneridge Inc. to positive from stable. At the same time, S&P affirmed all the ratings on the company, including the 'BB-' corporate credit rating. "The outlook revision reflects our opinion that Stoneridge's profitability and cash flow could rise during 2013 to levels consistent with a higher corporate credit rating and that the company can sustain the improvement," said credit analyst Lawrence Orlowski. S&P currently projects commercial-vehicle production in 2013 will rise modestly in North America (after increasing in 2012) and decline in Western Europe (after falling in 2012). Moreover, S&P expects light-vehicle production in North America to grow 3% in 2013 (after rising in 2012). In the first quarter, revenue was $235.7 million, down 10.1% year over year. The decrease in sales was partly due to the volume declines for commercial-vehicle and agricultural products. Still, commercial-vehicle sales have risen sequentially over the past few years and suggest stabilization in this important market. Moreover, the commercial fleet is running at an average age of 6.7 years, making replacement more attractive to fleet owners as maintenance costs rise. The gross margin in the quarter was 24.9%, compared with 23.9% for all of 2012. S&P expects gross margins to continue to improve as revenue returns to the key underlying business. Moreover, the company has been reducing costs in its North American Wiring, North American Instrumentation, and PST businesses, which S&P assumes will result in $9 million to $11 million in savings in 2013. Additionally, the company has established agreements for copper recovery from substantially all of its customers. Stoneridge's geographical diversification has improved since it consolidated its PST business in Brazil; still, most of its revenue comes from North America. Sales in North America represent 65% of total revenue, South America 19%, and Europe/other 16%. Also, the company operates in four segments, which provides product diversification: electronics (17.5% of 2012 revenue), wiring (34.7%), control devices (28.6%), and PST (19.2%). S&P considers Stoneridge's business risk profile "weak," reflecting its highly competitive and cyclical end markets. S&P believes these factors together limit the company's ability to mitigate adverse business, financial, or economic conditions. In addition, Stoneridge's customer base is somewhat concentrated in that the largest single customer, Navistar International Corp., provided about 17.5% of revenues in 2012. The Michigan-based automakers accounted for more than 10% of revenues and a majority of the company's North American light-vehicle-related business. S&P considers the company's financial risk profile significant. As of March 31, 2013, the company's adjusted debt to EBITDA was 3.3x, but S&P sees leverage declining to about 2.5x during 2013 because of the higher overall margins arising from PST and ongoing management actions to lower operational costs and improve manufacturing efficiency. S&P rates Stoneridge's senior secured debt 'BB-' with a recovery rating of '4', indicating S&P's expectation of average (30%-50%) recovery in the event of default. S&P's rating outlook on Stoneridge is positive. S&P believes there is at least a one-third probability that its improving business and financial risk profiles could support a higher rating over the next year. To raise the corporate credit rating, S&P would look for gradually increasing EBITDA margins, which would reflect a strengthening competitive position and consistent execution. S&P would also expect debt to EBITDA to be at or less than 2.5x on a sustainable basis. This could occur if, for example, the company's revenues rise more than 5% in 2013 and gross margins are more than 26%. Moreover, S&P would expect the company to sustain a ratio of free operating cash flow to adjusted debt of more than 10%. S&P could revise the outlook to stable if revenue falls or margins deteriorate, which would lead to declining credit measures, such as leverage increasing to more than 3.5x on a sustained basis. This could occur if, for instance, revenues fall 5% in 2013 from 2012 results and gross margins decline to less than 24%. S&P could also lower the rating if the company generates negative free operating cash flow in 2013. STX PAN: Korean Ship Owner Files Chapter 15 in New York ------------------------------------------------------- Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that STX Pan Ocean Co. Ltd., the largest commodities carrier in South Korea, filed a petition in New York on June 20 for protection from creditors under Chapter 15 (Bankr. S.D.N.Y. Case No. 13-12046). According to the report, the New York filing is designed to aid the company's bankruptcy rehabilitation begun on June 7 in a court in Seoul. In the Korean proceedings, creditors will exchange debt for stock, according to Cho Byoung Hee, an analyst at Kiwoom Securities Co. in Seoul. Bankruptcy was the result of a decision by Korea Development Bank, the largest creditor and second-biggest shareholder, not to buy the company. The report discloses that attachments to the petition taken from the court in Korea listed assets of 6.88 trillion won ($5.59 billion) and debt totaling 5.01 trillion won. The company scheduled a hearing on June 27 in Manhattan bankruptcy court for the judge to enter a preliminary injunction halting creditor actions in the U.S. TECHDYNE LLC: Hearing on Case Conversion Continued to Aug. 5 ------------------------------------------------------------ The U.S. Bankruptcy Court for the District of Arizona continued until Aug. 5, 2013, the hearing to consider the U.S. Trustee's motion to convert or dismiss Chapter 11 case of TechDyne LLC. As reported by The Troubled Company Reporter, the U.S. Trustee complained the Debtor's case does not appear to be progressing and appears to be stalled to the detriment of creditors. Failure to prosecute a Chapter 11 case in an expeditious manner is cause to dismiss or convert the case, the U.S. Trustee asserted. Moreover, the U.S. Trustee complained that the Debtor's administrative deficiencies of failing to remain current on monthly operating reports weighs heavily in favor of dismissal or conversion. About TechDyne, LLC Scottsdale, Arizona-based TechDyne, LLC, is a developer and entrepreneur of two patented technologies: light armor and a medical cervical devise to prevent premature births. The Company filed for Chapter 11 protection (Bankr. D. Ariz. Case No. 11-16739) on June 9, 2011. Judge Charles G. Case, II, presides over the case. In its schedules, the Debtor disclosed $100,000,070 in assets and $701,313 in debts. The petition was signed by Benjamin V. Booher, Sr., managing member. The U.S. Trustee for Region 8, has not appointed an official committee of unsecured creditors in the Debtor's case because an insufficient number of persons holding unsecured claims have expressed interest in serving on a committee. The U.S. Trustee reserves the right to appoint such a committee would interest develop among the creditors. Bradley J. Stevens, Esq. -- bstevens@jsslaw.com -- at Jennings, Strouss & Salmon, PLC, in Phoenix, Ariz., represents the Debtor as counsel. TECHFIBER, LLC: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------- Debtor: TechFiber, LLC 305 N. 54th Street Chandler, AZ 85226 Bankruptcy Case No.: 13-10333 Chapter 11 Petition Date: June 17, 2013 Court: U.S. Bankruptcy Court District of Arizona (Phoenix) Judge: Daniel P. Collins Debtor's Counsel: Todd A. Burgess, Esq. GALLAGHER & KENNEDY, P.A. 2575 E. Camelback Road, #1100 Phoenix, AZ 85016 Tel: (602) 530-8050 E-mail: todd.burgess@gknet.com Scheduled Assets: $3,268,718 Scheduled Liabilities: $519,775 A copy of the Company's list of its 20 largest unsecured creditors filed with the petition is available for free at: http://bankrupt.com/misc/azb13-10333.pdf The petition was signed by William J. Perciballi, manager, ArmorWorks Enterprises, LLC. Affiliate that simultaneously filed for Chapter 11: Debtor Case No. ------ -------- Armorworks Enterprises, LLC 13-10332 TMT USA: Files for Ch. 11 in Houston After Vessels Seized --------------------------------------------------------- TMT Group, the owner of 17 oceangoing vessels, filed petitions for Chapter 11 protection on June 20 in Houston for itself and affiliates after seven ships were seized by creditors in ports abroad. TMT has tapped attorneys from Bracewell & Giuliani LLP. Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that TMT Group, previously known as Taiwan Marine Transport Co., immediately filed a lawsuit aimed at forcing creditors to release the vessels so they can return to generating income. The vessels are for varied purposes, such as bulk cargo, vehicles, ore and petroleum. The average age for most is about 2-1/2 years, according to a court filing. The report discloses that the company filed papers asking the judge for permission to pay as much as $29 million so the vessels can be released. Payments would go toward crew wages and expenses owed to foreign creditors not present in the U.S. and thus not subject to the power of the bankruptcy court in Houston. In addition, TMT wants the judge to authorize paying as much as $24 million to so-called critical vendors so debt they are owed won't result in have more vessels seized abroad. The case is In re TMT USA Shipmanagement LLC, 13-33740, U.S. Bankruptcy Court, Southern District of Texas (Houston). 23 Entities in Chapter 11 Tradewindsnews.com reports that several companies in the umbrella of Today Makes Tomorrow have filed for Chapter 11 bankruptcy protection in Houston, Texas. Nobu Su, the Taiwanese shipowner, said 23 company entities submitted the filing as part of a "major overhaul" of the company that began three months ago. The bankruptcy filing comes amid (a) a flurry of bank foreclosures on TMT vessels in recent weeks, and (b) mediation involving lenders and Taiwanese authorities. Rachael Feintzeig, writing for The Wall Street Journal, reports that global shipping company TMT Group sought Chapter 11 bankruptcy protection after failing to restructure its $1.46 billion debt load out of court. WSJ says TMT also filed with the bankruptcy court a complaint seeking to recover its vessels. The company wants a judge to issue a temporary restraining order protecting the ships. The defendants include an array of international banking and shipping institutions. WSJ relates representatives for several of the banks weren't immediately available for comment on Friday. WSJ also relates TMT, which has $1.52 billion in assets to its $1.46 billion in liabilities, hired AlixPartners in March to negotiate a debt restructuring but a deal wasn't forthcoming. Instead, it has seen some of its lenders push for sales of the company's arrested vessels. The company said its bankruptcy filing was an attempt to "preserve its assets and maximize value for all stakeholders." WSJ also says TMT is set to make its debut in bankruptcy court on Monday, where the judge will consider signing off on a variety of requests, including one in which TMT seeks access to cash securing its lenders' claims. The company said its prebankruptcy bank lenders -- First Commercial Bank Co., Sinopac Bank, Mega International Commercial Bank, Cathay United Bank and Shanghai Bank -- have frozen a total of $54.31 million in cash collateral, an act that has "imperiled the survival of [TMT's] business." The report relates that the entities filing for bankruptcy include owners of 17 ships with 3.2 million dwt. "I accept full responsibility for the problems TMT now faces but I am working 18 hours a day to ensure that this major asset for Taiwan?s national economic and global business reputation is not brought down because of adverse circumstances beyond my control," said Nobu Su, according to the report. "I want my ships on the high seas earning money to pay off my loans but bank actions contribute to delaying a successful restructuring of the shipping side of the business," Mr. Nobu Su said. TRAVELPORT LIMITED: Chairman Has Option to Buy 4 Million Shares --------------------------------------------------------------- The Board of Directors of Travelport Worldwide Limited, Travelport Limited's indirect parent company, approved a grant of options to purchase 4,000,000 shares of Travelport Worldwide at an exercise price of $0.75 per share for Douglas M. Steenland, the Company's Non-Executive Chairman. These stock options are subject to three- year cliff vesting, unless earlier accelerated, with half of the stock options subject to time-based vesting and half of the stock options subject to performance-based vesting. All of the stock options have a five year exercise period. 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. TRINITY COAL: Cardno & Newbridge Firms OK'd as Mining Consultants ----------------------------------------------------------------- The U.S. Bankruptcy Court for the Eastern District of Kentucky authorized the Official Committee of Unsecured Creditors in the Chapter 11 case of Trinity Coal Corporation, et al., to retain Cardno MM&A and Newbridge Services, Inc. as mining consultants. Cardno will, among other things, provide mining engineering and geological services, valuations of machinery, plants, equipment and mineral resources, technical support and other services in connection with the potential sale of assets in the Debtors' Chapter 11 cases. Newbridge Services will, among other things, evaluate costs of reclamation in connection with the potential sale of assets in the Debtors' cases. John E. Feddock, P.E., senior vice president of Cardno, will be principally responsible for the consulting services performed by Cardno, while William Larry Adams, president of Newbridge, will be principally responsible for the consulting services performed by Newbridge. To the best of the Debtors' knowledge, the firms are "disinterested persons" as that term is defined in Section 101(14) of the Bankruptcy Code. About Trinity Coal Trinity Coal Corp. is a coal mining company that owns coal deposits located in the Appalachian region of the eastern United States, specifically, in Breathitt, Floyd, Knott Magoffin, and Perry Counties in eastern Kentucky and in Boone, Fayette, Mingo, McDowell and Wyoming Counties in West Virginia. Trinity's coal mining operations are organized into six distinct coal mining complexes. Three complexes are located in Kentucky and are referred to as Prater Branch Resources, Little Elk Mining and Levisa Fork. The Kentucky Operations produced compliance and low sulfur steam coal. Three complexes are located in West Virginia and are referred to as Deep Water Resources, North Springs Resources and Falcon Resources. Trinity is a wholly owned subsidiary of privately held multinational conglomerate Essar Global Limited. Credit Agricole Corporate & Investment Bank, ING Capital LLC and Natixis, New York Branch filed an involuntary petition for relief under Chapter 11 against Trinity Coal Corporation and 15 affiliates (Bankr. E.D. Ky. Lead Case No. 13-50364). The three entities say they are owed a total of $104 million on account loans provided to Trinity. On Feb. 14, 2013, Austin Powder Company, Whayne Supply Company and Cecil I. Walker Machinery Co. filed an involuntary petition for relief under Chapter 11 (Bankr. E.D. Ky. Case No. 13-50335) against Frasure Creek Mining, LLC. On Feb. 19, 2013, Credit Agricole, ING Capital and Natixis joined as petitioning creditors. On March 4, 2013, the Debtors filed their consolidated answer to involuntary petitions and consent to an order for relief. An order for relief in each of the Debtors was entered by the Court on March 4, 2013, which converted the involuntary cases to voluntary Chapter 11 cases. John W. Ames, Esq., C.R. Bowles, Jr., Esq., and Bruce Cryder, Esq., at Bingham Greenebaum Doll LLP; and Steven J. Reisman, Esq., L. P. Harrison 3rd, Esq., and Jerrold L. Bregman, Esq., at Curtis, Mallet-Prevost, Colt & Mosle LLP, represent the Debtors. Edward J. Green, Esq., at Foley & Lardner LLP, serves as counsel for the Official Committee of Unsecured Creditors. Sturgill, Turner, Barker & Moloney, PLLC serves as the Committee's local counsel. TRINITY COAL: Committee Can Hire Foley & Lardner as Counsel ----------------------------------------------------------- The Hon. Tracey N. Wise of the Bankruptcy Court for the Eastern District of Kentucky authorized the Official Committee of Unsecured Creditors in the Chapter 11 case of Trinity Coal Corporation, et al., to retain the law firm of Foley & Lardner LLP as it counsel. As reported in the Troubled Company Reporter on May 7, 2013, the attorneys designated to represent the Committee and their current standard hourly rates are: Professional Rates ------------ ----- Edward J. Green, Partner $780 per hour Geoffrey S. Goodman, Partner $740 per hour Mr. Green has agreed to discount his current standard hourly rate by $200 per hour for this matter. Mr. Goodman has agreed to discount his current standard hourly rate by $190 per hour for this matter. Mr. Green and Mr. Goodman have agreed to charge the following rates for this matter for calendar year 2013: Professional Rates ------------ ----- Edward J. Green, Partner $580 per hour Geoffrey S. Goodman, Partner $550 per hour Edward J. Green, Esq., attests that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. About Trinity Coal Trinity Coal Corp. is a coal mining company that owns coal deposits located in the Appalachian region of the eastern United States, specifically, in Breathitt, Floyd, Knott Magoffin, and Perry Counties in eastern Kentucky and in Boone, Fayette, Mingo, McDowell and Wyoming Counties in West Virginia. Trinity's coal mining operations are organized into six distinct coal mining complexes. Three complexes are located in Kentucky and are referred to as Prater Branch Resources, Little Elk Mining and Levisa Fork. The Kentucky Operations produced compliance and low sulfur steam coal. Three complexes are located in West Virginia and are referred to as Deep Water Resources, North Springs Resources and Falcon Resources. Trinity is a wholly owned subsidiary of privately held multinational conglomerate Essar Global Limited. Credit Agricole Corporate & Investment Bank, ING Capital LLC and Natixis, New York Branch filed an involuntary petition for relief under Chapter 11 against Trinity Coal Corporation and 15 affiliates (Bankr. E.D. Ky. Lead Case No. 13-50364). The three entities say they are owed a total of $104 million on account loans provided to Trinity. On Feb. 14, 2013, Austin Powder Company, Whayne Supply Company and Cecil I. Walker Machinery Co. filed an involuntary petition for relief under Chapter 11 (Bankr. E.D. Ky. Case No. 13-50335) against Frasure Creek Mining, LLC. On Feb. 19, 2013, Credit Agricole, ING Capital and Natixis joined as petitioning creditors. On March 4, 2013, the Debtors filed their consolidated answer to involuntary petitions and consent to an order for relief. An order for relief in each of the Debtors was entered by the Court on March 4, 2013, which converted the involuntary cases to voluntary Chapter 11 cases. John W. Ames, Esq., C.R. Bowles, Jr., Esq., and Bruce Cryder, Esq., at Bingham Greenebaum Doll LLP; and Steven J. Reisman, Esq., L. P. Harrison 3rd, Esq., and Jerrold L. Bregman, Esq., at Curtis, Mallet-Prevost, Colt & Mosle LLP, represent the Debtors. Edward J. Green, Esq., at Foley & Lardner LLP serves as counsel for the Official Committee of Unsecured Creditors. Sturgill, Turner, Barker & Moloney, PLLC serves as the Committee's local counsel. TRINITY COAL: July 2 Set as Claims Bar Date ------------------------------------------- The U.S. Bankruptcy Court for the Eastern District of Kentucky established July 2, 2013 at 5:00 p.m., as the deadline for any individual or entity to file proofs of claim against Trinity Coal Corporation, et al. The Court also set Sept. 3, 2013, at 5 p.m. as the government bar date. Proofs of claim must be submitted to the Debtors' noticing and claims agent, Epiq Bankruptcy Solutions, LLC: If by regular first class mail: Trinity Coal Claims Processing Center c/o Epiq Bankruptcy Solutions LLC FDR Station P.O. Box 5283 New York, NY 10150-5283 If by overnight mail or hand delivery: Trinity Coal Claims Processing Center c/o Epiq Bankruptcy Solutions, LLC 757 Third Avenue, Third Floor New York, NY 10017 About Trinity Coal Trinity Coal Corp. is a coal mining company that owns coal deposits located in the Appalachian region of the eastern United States, specifically, in Breathitt, Floyd, Knott Magoffin, and Perry Counties in eastern Kentucky and in Boone, Fayette, Mingo, McDowell and Wyoming Counties in West Virginia. Trinity's coal mining operations are organized into six distinct coal mining complexes. Three complexes are located in Kentucky and are referred to as Prater Branch Resources, Little Elk Mining and Levisa Fork. The Kentucky Operations produced compliance and low sulfur steam coal. Three complexes are located in West Virginia and are referred to as Deep Water Resources, North Springs Resources and Falcon Resources. Trinity is a wholly owned subsidiary of privately held multinational conglomerate Essar Global Limited. Credit Agricole Corporate & Investment Bank, ING Capital LLC and Natixis, New York Branch filed an involuntary petition for relief under Chapter 11 against Trinity Coal Corporation and 15 affiliates (Bankr. E.D. Ky. Lead Case No. 13-50364). The three entities say they are owed a total of $104 million on account loans provided to Trinity. On Feb. 14, 2013, Austin Powder Company, Whayne Supply Company and Cecil I. Walker Machinery Co. filed an involuntary petition for relief under Chapter 11 (Bankr. E.D. Ky. Case No. 13-50335) against Frasure Creek Mining, LLC. On Feb. 19, 2013, Credit Agricole, ING Capital and Natixis joined as petitioning creditors. On March 4, 2013, the Debtors filed their consolidated answer to involuntary petitions and consent to an order for relief. An order for relief in each of the Debtors was entered by the Court on March 4, 2013, which converted the involuntary cases to voluntary Chapter 11 cases. John W. Ames, Esq., C.R. Bowles, Jr., Esq., and Bruce Cryder, Esq., at Bingham Greenebaum Doll LLP; and Steven J. Reisman, Esq., L. P. Harrison 3rd, Esq., and Jerrold L. Bregman, Esq., at Curtis, Mallet-Prevost, Colt & Mosle LLP, represent the Debtors. Edward J. Green, Esq., at Foley & Lardner LLP serves as counsel for the Official Committee of Unsecured Creditors. Sturgill, Turner, Barker & Moloney, PLLC serves as the Committee's local counsel. TRINITY COAL: Dixon Hughes Approved as Tax Accountants ------------------------------------------------------ The U.S. Bankruptcy Court for the Eastern District of Kentucky authorized Trinity Coal Corporation, et al., to employ Dixon Hughes Goodman LLP as tax accountants. As reported in the Troubled Company Reporter on June 4, 2013, Sandra D. Thomas, a partner with DHG, will be responsible for directing the services performed by DHG. DHG will, among other things, prepare the Debtors tax returns; advise the Debtor on tax issues in their Chapter 11 cases; and work with taxing authorities to resolve issues and disputes in the Debtors cases. The hourly rates of DHG's personnel are: Partners $395 Senior Manager $305 Manager $235 Senior Associate $150 Tax Associate $135 To the best of the Debtors' knowledge, DHG does not hold nor represent an interest adverse to the Debtors. About Trinity Coal Trinity Coal Corp. is a coal mining company that owns coal deposits located in the Appalachian region of the eastern United States, specifically, in Breathitt, Floyd, Knott Magoffin, and Perry Counties in eastern Kentucky and in Boone, Fayette, Mingo, McDowell and Wyoming Counties in West Virginia. Trinity's coal mining operations are organized into six distinct coal mining complexes. Three complexes are located in Kentucky and are referred to as Prater Branch Resources, Little Elk Mining and Levisa Fork. The Kentucky Operations produced compliance and low sulfur steam coal. Three complexes are located in West Virginia and are referred to as Deep Water Resources, North Springs Resources and Falcon Resources. Trinity is a wholly owned subsidiary of privately held multinational conglomerate Essar Global Limited. Credit Agricole Corporate & Investment Bank, ING Capital LLC and Natixis, New York Branch filed an involuntary petition for relief under Chapter 11 against Trinity Coal Corporation and 15 affiliates (Bankr. E.D. Ky. Lead Case No. 13-50364). The three entities say they are owed a total of $104 million on account loans provided to Trinity. On Feb. 14, 2013, Austin Powder Company, Whayne Supply Company and Cecil I. Walker Machinery Co. filed an involuntary petition for relief under Chapter 11 (Bankr. E.D. Ky. Case No. 13-50335) against Frasure Creek Mining, LLC. On Feb. 19, 2013, Credit Agricole, ING Capital and Natixis joined as petitioning creditors. On March 4, 2013, the Debtors filed their consolidated answer to involuntary petitions and consent to an order for relief. An order for relief in each of the Debtors was entered by the Court on March 4, 2013, which converted the involuntary cases to voluntary Chapter 11 cases. John W. Ames, Esq., C.R. Bowles, Jr., Esq., and Bruce Cryder, Esq., at Bingham Greenebaum Doll LLP; and Steven J. Reisman, Esq., L. P. Harrison 3rd, Esq., and Jerrold L. Bregman, Esq., at Curtis, Mallet-Prevost, Colt & Mosle LLP, represent the Debtors. Edward J. Green, Esq., at Foley & Lardner LLP serves as counsel for the Official Committee of Unsecured Creditors. Sturgill, Turner, Barker & Moloney, PLLC serves as the Committee's local counsel. UNIVAR NV: Bank Debt Trades at 2% Off ------------------------------------- Participations in a syndicated loan under which Univar NV is a borrower traded in the secondary market at 98.13 cents-on-the- dollar during the week ended Friday, June 21, 2013, according to data compiled by LSTA/Thomson Reuters MTM Pricing and reported in The Wall Street Journal. This represents a drop of 0.48 of percentage points from the previous week. The loan matures on June 30, 2017. The company pays 350 basis points above LIBOR to borrow under the facility. The bank debt carries Moody's B2 and Standard & Poor's B+ rating. The loan is one of the biggest gainers and losers among 254 widely quoted syndicated loans with five or more bids in secondary trading for the week ended Friday. Univar N.V. -- http://www.univarcorp.com/-- is one of the largest distributors of industrial chemicals and providers of related services to a diverse set of end markets in the US, Canada and Europe. In April 2007, the company purchased ChemCentral Corporation, the fourth largest chemicals distributor in the US, for a purchase price of about $650 million, which resulted in the combined entities becoming the largest chemicals distributor in North America. The company had pro forma revenues (including ChemCentral Corporation) of $8.3 billion for the LTM ended June 30, 2007. VERMILLION INC: Adam Usdan Held 5.6% Equity Stake at June 12 ------------------------------------------------------------ In a Schedule 13D filing with the U.S. Securities and Exchange Commission, Feinberg Family Trust and Adam Usdan disclosed that, as of June 12, 2013, they beneficially owned 1,361,000 shares of common stock of Vermillion, Inc., representing 5.66 percent of the shares outstanding. A copy of the regulatory filing is available for free at http://is.gd/9DjPoM About Vermillion Vermillion, Inc. is dedicated to the discovery, development and commercialization of novel high-value diagnostic tests that help physicians diagnose, treat and improve outcomes for patients. Vermillion, along with its prestigious scientific collaborators, has diagnostic programs in oncology, hematology, cardiology and women's health. The Company filed for Chapter 11 on March 30, 2009 (Bankr. D. Del. Case No. 09-11091). Vermillion's legal advisor in connection with its successful reorganization efforts wass Paul, Hastings, Janofsky & Walker LLP. Vermillion emerged from bankruptcy in January 2010. The Plan called for the Company to pay all claims in full and equity holders to retain control of the Company. Vermillion incurred a net loss of $7.14 million in 2012, as compared with a net loss of $17.79 million in 2011. The Company's balance sheet at March 31, 2013, showed $6.50 million in total assets, $4.22 million in total liabilities and $2.27 million in total stockholders' equity. BDO USA, LLP, in Austin, Texas, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2012, citing recurring losses and negative cash flows from operations and an accumulated deficit, all of which raise substantial doubt about the Company's ability to continue as a going concern. VERMILLION INC: M. Strobeck Held 8.4% Equity Stake at June 12 ------------------------------------------------------------- In a Schedule 13D filing with the U.S. Securities and Exchange Commission, Matthew Strobeck disclosed that, as of June 12, 2013, he beneficially owned 2,054,070 shares of common stock of Vermillion, Inc., representing 8.4 percent of the shares outstanding. A copy of the regulatory filing is available at: http://is.gd/glo83i About Vermillion Vermillion, Inc. is dedicated to the discovery, development and commercialization of novel high-value diagnostic tests that help physicians diagnose, treat and improve outcomes for patients. Vermillion, along with its prestigious scientific collaborators, has diagnostic programs in oncology, hematology, cardiology and women's health. The Company filed for Chapter 11 on March 30, 2009 (Bankr. D. Del. Case No. 09-11091). Vermillion's legal advisor in connection with its successful reorganization efforts wass Paul, Hastings, Janofsky & Walker LLP. Vermillion emerged from bankruptcy in January 2010. The Plan called for the Company to pay all claims in full and equity holders to retain control of the Company. Vermillion incurred a net loss of $7.14 million in 2012, as compared with a net loss of $17.79 million in 2011. The Company's balance sheet at March 31, 2013, showed $6.50 million in total assets, $4.22 million in total liabilities and $2.27 million in total stockholders' equity. BDO USA, LLP, in Austin, Texas, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2012, citing recurring losses and negative cash flows from operations and an accumulated deficit, all of which raise substantial doubt about the Company's ability to continue as a going concern. WALTER ENERGY: S&P Puts 'B' CCR on CreditWatch Negative ------------------------------------------------------- Standard & Poor's Ratings Services said that it placed its ratings, including its 'B' corporate credit rating, on Water Energy Inc. on CreditWatch with negative implications. At the same time, S&P lowered the rating on the existing senior secured bank facility to 'B+' from 'BB-' and revised the recovery rating to '2' from '1'. S&P also withdrew the 'BB-' rating on its proposed senior secured bank facilities after the company announced on June 14, 2013, that it was not proceeding with the refinancing of a portion of its existing debt. The CreditWatch placement means S&P could affirm or lower the ratings after it completes its review. "We placed the ratings on CreditWatch because the cancellation of the proposed transaction, which pushed out its $494 million of 2015 term loan A maturities and eliminated maintenance covenants, could constrain the company's liquidity. Given the weak metallurgical (met) coal markets and the uncertain timing of its recovery, the cancellation of this transaction could cause the company to have less than 10% headroom under its senior secured debt covenant, which is currently set at 5.5x of secured debt to EBITDA and ratchets down to 4.75x by the end of 2013. Moreover, continued weak met coal markets could make the repayment or refinancing of the 2015 maturity less certain. We currently expect that Walter Energy's performance will be weak for the next couple of years and that leverage will climb to about 8x in 2013 and remain at more than 5x in 2014, with funds from operations (FFO) to total debt remaining less than 15% in both years, as the company continues to face low met coal prices," S&P noted. "In resolving the CreditWatch, we will evaluate the company's cushion under the covenants under its existing bank agreement and its plans to address its 2015 maturity and other steps it may be contemplating to enhance liquidity," said Standard & Poor's credit analyst Marie Shmaruk. WAVE SYSTEMS: Stockholders Elect Four Directors ----------------------------------------------- Wave Systems Corp. held its annual meeting of stockholders on June 20, 2013, at which the stockholders: (1) elected Nolan Bushnell, Robert Frankenberg, George Gilder and Steven Sprague as directors to hold office until the next Annual Meeting and until their successors are duly elected and qualified; (2) ratified the amendment to the Amended and Restated 1994 Employee Stock Option Plan to increase the number of shares of Class A Common Stock authorized for issuance thereunder from 19,000,000 to 24,000,000; (3) approved a series of amendments to the Company's Restated Certificate of Incorporation to effect a reverse stock split of the Company's Class A Common Stock and Class B Common Stock whereby, at the discretion of the Company's Board of Directors, each outstanding 2, 3 or 4 shares of the Company's Class A Common Stock and Class B Common Stock, respectively, would be combined into and become one share of the Company's Class A Common Stock or Class B Common Stock, as applicable; (4) approved a proposed amendment to the Company's Restated Certificate of Incorporation to increase the number of authorized shares of Class A Common Stock that the Company is authorized to issue, at the discretion of the Company's Board of Directors, from 150,000,000 to 190,000,000; (5) approved, on a non-binding advisory basis, the compensation of the named executive officers; and (6) ratified the appointment of KPMG LLP as the Company's independent registered public accounting firm for 2013. Initiates Search for COO Wave Systems has initiated an executive search for a Chief Operating Officer. The COO role would be a new position at the company, responsible for day-to-day operations, developing sales channels, overhead management, execution of product and cloud services strategy, and other corporate objectives. "Wave has undergone substantial growth in the last two years, from the Safend acquisition to significant expansion throughout Europe and Asia, along with the roll out of innovative new security products in the tablet market," commented Chairman of the Board John Bagalay. "The addition of a Chief Operating Officer to the executive staff will enable the company to continue to focus on the market engagement of Trusted Computing, while also enhancing the focus on product and service excellence and operational discipline." "We're looking for an individual with the drive and passion to help foster a high-performance culture, accelerate the sale of Wave's product portfolio and to further our objectives of benefiting our customers, stockholders and employees," commented Mr. Bagalay. Mr. Bagalay, along with Directors Nolan Bushnell and Bob Frankenberg will serve on the Executive Committee participating in the search. During the search period, the committee will work with the Chief Executive Officer to establish the role, authority and responsibilities of this new position within the Company's management organizational structure and provide consultation to the Chief Executive Officer on the significant management and operational functions of the company. About Wave Systems Lee, Massachusetts-based Wave Systems Corp. (NASDAQ: WAVX) -- http://www.wave.com/-- develops, produces and markets products for hardware-based digital security, including security applications and services that are complementary to and work with the specifications of the Trusted Computing Group, an industry standards organization comprised of computer and device manufacturers, software vendors and other computing products manufacturers. KPMG 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 Wave Systems Corp. has suffered recurring losses from operations and has an accumulated deficit that raise substantial doubt about its ability to continue as a going concern. For the 12 months ended Dec. 31, 2012, the Company incurred a net loss of $33.96 million, as compared with a net loss of $10.79 million in 2011. The Company's balance sheet at March 31, 2013, showed $10.77 million in total assets, $22.19 million in total liabilities and a $11.42 million total stockholders' deficit. * Fitch: Outlook for US Life Insurance Industry to Remain Stable ---------------------------------------------------------------- Rating stability for the U.S. life insurance industry reflects the sector's strong balance sheet fundamentals and improved liquidity profile, according to Fitch Ratings' new report 'U.S. Life Insurance Sector Update.' These factor help mitigate ongoing concerns over challenging macroeconomic conditions pressuring industry operating fundamentals. The large majority of Fitch rating actions taken on its North American insurance portfolio in 2012 and into 2013 were affirmations with Stable Outlooks. Fitch's key rating concerns include uncertainty over macroeconomic conditions due to ongoing turmoil in Europe, sustained low interest rates and overall weak economic recovery both in the U.S. and abroad. Fitch expects sustained low interest rates over the next two years to negatively affect earnings growth rates, but will not have a material effect on industry capital. If interest rates remain low much beyond 2014, Fitch's life insurer rating outlook would likely turn negative. * Fitch Has Mix Outlook for U.S. Niche real Estate Banks -------------------------------------------------------- The outlook for U.S. niche real estate banks for the remainder of 2013 is mixed given various idiosyncratic risks facing individual banks and the overall market environment, according to a new Fitch Ratings report. Earning headwinds are a risk the entire group, although some of Fitch's lower rated niche banks have some potential ratings upside in the medium term due to improving asset quality. Furthermore, regulatory changes should have a mixed impact throughout the group, as residential lenders will face heighted burdens from new regulations relative to commercially focused lenders. For the third consecutive year all of the niche banks posted positive results. The median ROA for the group is nearing pre- crisis levels. However, core earnings for the group are expected to face headwinds in the near term as reserve releases slow and banks continue to combat margin pressures. Niche banks are especially susceptible to margin pressure since they have very little fee income revenue. Fee revenue totals 14% of total revenue versus 27% for mid-tier regional banks (banks with $10bn-$35bn in assets). The five issuers in Fitch's niche real estate bank portfolio typically employ focused strategies with limited product offerings and limited revenue diversification. Fitch generally views asset concentrations negatively. This view is balanced against these institutions' demonstrated ability to implement core strategies with limited volatility through economic cycles. Fitch also notes that unlike most of the banking industry, many of the niche banks are actively pursuing opportunities to expand their branch network to reduce reliance on wholesale funding. On April 10, 2013, Fitch reviewed the ratings for the five banks in its niche real estate peer group. Following the review, Fitch upgraded Emigrant Bancorp, Inc.'s (EMIG) long-term Issuer Default Rating to 'B' from 'B-'. Fitch also affirmed the remaining four niche bank ratings - Astoria Financial Corporation, CapitalSource, Inc., Dime Community Bancshares, Inc., and New York Community Bancorp, Inc. BOND PRICING: For Week From June 17 to 21, 2013 ----------------------------------------------- Company Ticker Coupon Bid Price Maturity Date ------- ------ ------ --------- ------------- AES Eastern Energy LP AES 9.000 1.750 1/2/2017 AES Eastern Energy LP AES 9.670 4.125 1/2/2029 AGY Holding Corp AGYH 11.000 52.250 11/15/2014 ATP Oil & Gas Corp ATPG 11.875 1.625 5/1/2015 ATP Oil & Gas Corp ATPG 11.875 1.000 5/1/2015 ATP Oil & Gas Corp ATPG 11.875 1.000 5/1/2015 Affinion Group Holdings Inc AFFINI 11.625 54.000 11/15/2015 Alion Science & Technology Corp ALISCI 10.250 63.623 2/1/2015 Ally Financial Inc ALLY 6.350 97.800 7/15/2019 Ambac Financial Group Inc/Old ABK 6.150 15.200 2/7/2087 Buffalo Thunder Development Authority BUFLO 9.375 31.250 12/15/2014 Cengage Learning Acquisitions Inc TLACQ 10.500 8.625 1/15/2015 Cengage Learning Acquisitions Inc TLACQ 12.000 8.000 6/30/2019 Cengage Learning Acquisitions Inc TLACQ 10.500 8.625 1/15/2015 Cengage Learning Holdco Inc TLACQ 13.750 1.375 7/15/2015 Champion Enterprises Inc CHB 2.750 0.375 11/1/2037 Citigroup Inc C 2.210 99.380 6/26/2013 Delta Air Lines 1993 Series A1 Pass Through Trust DAL 9.875 20.875 4/30/2049 Downey Financial Corp DSL 6.500 64.000 7/1/2014 Dynegy Roseton LLC / Dynegy Danskammer LLC Pass Through Trust Series B DYN 7.670 4.500 11/8/2016 Eastman Kodak Co EK 7.000 15.000 4/1/2017 Eastman Kodak Co EK 9.200 17.916 6/1/2021 Eastman Kodak Co EK 9.950 17.700 7/1/2018 FairPoint Communications Inc/Old FRP 13.125 1.040 4/2/2018 FiberTower Corp FTWR 9.000 8.750 1/1/2016 GMX Resources Inc GMXR 9.000 20.201 3/2/2018 GMX Resources Inc GMXR 4.500 3.362 5/1/2015 Gasco Energy Inc GSXN 5.500 17.000 10/5/2015 Geokinetics Holdings USA Inc GEOK 9.750 51.750 12/15/2014 HP Enterprise Services LLC HPQ 3.875 94.525 7/15/2023 James River Coal Co JRCC 4.500 43.230 12/1/2015 LBI Media Inc LBIMED 8.500 30.000 8/1/2017 Lehman Brothers Holdings Inc LEH 1.000 20.500 8/17/2014 Lehman Brothers Holdings Inc LEH 0.250 20.500 12/12/2013 Lehman Brothers Holdings Inc LEH 1.000 20.500 3/29/2014 Lehman Brothers Holdings Inc LEH 0.250 20.500 1/26/2014 Lehman Brothers Holdings Inc LEH 1.250 20.500 2/6/2014 Lehman Brothers Holdings Inc LEH 1.000 20.500 8/17/2014 Mashantucket Western Pequot Tribe MASHTU 8.500 6.375 11/15/2015 Mashantucket Western Pequot Tribe MASHTU 8.500 6.375 11/15/2015 OnCure Holdings Inc ONCJ 11.750 41.750 5/15/2017 Overseas Shipholding Group Inc OSG 8.750 81.250 12/1/2013 PMI Group Inc/The PMI 6.000 28.000 9/15/2016 Penson Worldwide Inc PNSN 12.500 23.375 5/15/2017 Penson Worldwide Inc PNSN 8.000 8.375 6/1/2014 Penson Worldwide Inc PNSN 12.500 23.375 5/15/2017 Platinum Energy Solutions Inc PLATEN 14.250 57.600 3/1/2015 Powerwave Technologies Inc PWAV 1.875 1.125 11/15/2024 Powerwave Technologies Inc PWAV 1.875 1.125 11/15/2024 Residential Capital LLC RESCAP 6.875 30.500 6/30/2015 Savient Pharmaceuticals Inc SVNT 4.750 15.000 2/1/2018 School Specialty Inc SCHS 3.750 40.000 11/30/2026 THQ Inc THQI 5.000 45.500 8/15/2014 TMST Inc THMR 8.000 9.500 5/15/2013 Terrestar Networks Inc TSTR 6.500 10.000 6/15/2014 Texas Competitive Electric Holdings Co LLC / TCEH Finance Inc TXU 15.000 27.000 4/1/2021 Texas Competitive Electric Holdings Co LLC / TCEH Finance Inc TXU 10.250 9.000 11/1/2015 Texas Competitive Electric Holdings Co LLC / TCEH Finance Inc TXU 10.250 9.750 11/1/2015 Texas Competitive Electric Holdings Co LLC / TCEH Finance Inc TXU 10.500 12.500 11/1/2016 Texas Competitive Electric Holdings Co LLC / TCEH Finance Inc TXU 15.000 29.750 4/1/2021 Texas Competitive Electric Holdings Co LLC / TCEH Finance Inc TXU 10.250 9.750 11/1/2015 Texas Competitive Electric Holdings Co LLC / TCEH Finance Inc TXU 10.500 9.375 11/1/2016 Texfi Industries TXFIE 8.750 1.000 8/1/1999 USEC Inc USU 3.000 20.000 10/1/2014 Verso Paper Holdings LLC / Verso Paper Inc VRS 11.375 46.765 8/1/2016 WCI Communities Inc/Old WCI 4.000 0.375 8/5/2023 Weyerhaeuser Co WY 7.250 99.253 7/1/2013 ********* 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 ***