/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/130626.mbx T R O U B L E D C O M P A N Y R E P O R T E R Wednesday, June 26, 2013, Vol. 17, No. 175 Headlines AEROVISION HOLDINGS: Files for Chapter 11 in West Palm Beach AFA INVESTMENT: Beef Supplier Challenges WARN Deal AHERN RENTALS: Emerges From Full-Payment Reorganization AIR CANADA: S&P Assigns 'B' Rating to C$300MM Senior Secured Notes AIRTRONIC USA: Becomes OEM Supplier to Major Defense Contractor ALCATEL-LUCENT: S&P Cuts Corporate Credit Rating to 'B-' ALLIED INDUSTRIES: Claims Bar Date Set for July 31 AMERICAN AIRLINES: GAO Says US Air Merger Would Cut Competition AMERICAN AIRLINES: Wins OK to Purchase Securities for Cash AMERICAN AIRLINES: Citibank Wants Decision on Pacts by July 2 AMERICAN AIRLINES: Proposes Daugherty as Special Counsel AMERICAN AIRLINES: Taps Pillsbury as Special Counsel AMERICAN SUZUKI: Faces Possible Air Bag Recall AMERICAS BULLION: MF Intends to Issue Event of Default Notice ARCAPITA BANK: Judge Approves Goldman's Bankruptcy Loan BERNARD L. MADOFF: Artwork to be Auctioned in October, November CABLEVISION SYSTEMS: S&P Affirms 'BB' CCR & Alters Outlook to Neg. CHEMTURA CORP: Obtains Requisite Consents for Indenture Amendments CSD LLC: Wayne Newton Museum Owner's Plan Confirmed in Las Vegas DETROIT, MI: Official Denies Report That City May Sell Cars DIGERATI TECHNOLOGIES: Employs Epiq as Claims and Noticing Agent DYNEGY HOLDINGS: Plan Effectivity Deadline Moved Thru July 15 DYNEGY HOLDINGS: Progress Made by ICS in Danskammer Sale EAST COAST BROKERS: Court Dismisses Chapter 11 Case EAST SLOPE: West Mountain Ski Resort Files Chapter 11 EAST SLOPE: Case Summary & 20 Largest Unsecured Creditors EASTERN HILLS COUNTRY CLUB: Files for Chapter 11 in Dallas EASTMAN KODAK: Court Approves Backstop Commitment Agreement EASTMAN KODAK: KPP Global Settlement Approved EMERITO ESTRADA: Sec. 341 Creditors' Meeting Set for July 12 EQUITY MEDIA: Transfer of Retro Television Network "Fraudulent" FLINTKOTE COMPANY: Wants Until Nov. 30 to Propose Chapter 11 Plan FRIENDSHIP DAIRIES: Agstar Opposes Extension of Solicitation Pd. FRIENDSHIP DAIRIES: Court Won't Reconsider Cash Collateral Order HAMPTON LAKE: Court OKs Clawson & Staubes as Committee Attorney HERCULES OFFSHORE: S&P Rates $400MM Sr. Unsec. Notes Due 2021 'B' HOSTESS BRANDS: Twinkies Set to Hit U.S. Shelves Again in July IGPS COMPANY: Sec. 341(a) Meeting of Creditors Set for July 10 INSPIRATION BIOPHARMACEUTICALS: Needs 1 More Month for Plan INTERSTATE BAKERIES: Rehearing Granted in Trademark Case K-V PHARMACEUTICAL: Sixth Amended Plan Filed KELLY RUTHERFORD: Actress Files for Chapter 7 Amid Custody Battle KIDSPEACE CORP: Sec. 341(a) Meeting of Creditors Set for July 11 KIMBER RESOURCES: Gets NYSE MKT Listing Non-Compliance Notice LENNY DYKSTRA: Released After Serving Bankruptcy Fraud Sentence LIBERTY MEDICAL: Cash No Longer "Cash Collateral" LIFE UNIFORM: Hires Morgan Joseph as Investment Banker LIFE UNIFORM: Hires Epiq Bankruptcy as Administrative Agent LIFE UNIFORM: Cooley LLP and Cousins Chipman to Represent Panel LUKEN COMMUNICATIONS: Files Bankruptcy After $47.4MM Jury Verdict MAIN STREET: Being Sold to Founder and Shareholders MEDIA GENERAL: S&P Raises CCR to 'B' & Revises Outlook to Positive METRO FUEL: NYCB Seeks Ch.7 Conversion, Cites Admin. Insolvency METRO FUEL: Otterbourg's Cyganowski to Serve as Mediator MF GLOBAL: CFTC to Sue Corzine, Ex-Assist. Treasurer O'Brien MODERN PRECAST: Court Confirms Amended Liquidation Plan MOUNTAIN COUNTRY: Dispute Over Hiring of Accountant Resolved ONCURE HOLDINGS: RTS's $125-Mil. Offer to Open Auction ORCHARD SUPPLY: Proposes $3.125 Million Bonus for Execs PARKWAY ACQUISITION: Section 341(a) Meeting Set on July 26 PENSACOLA BEACH: Court Approves Levin Papantonio Hiring PENSACOLA BEACH: Can Employ Sherry Chancellor as Attorney PGA FLYOVER: Had Access to BBX Cash Collateral in May PITT PENN: Ch.11 Trustee Hires CohnReznick as Financial Advisor PITT PENN: Ch.11 Trustee Hires Cole Schotz as Counsel PNA GROUP: To Sell Stake In Bank At Bankruptcy Auction POINT BLANK: SS Armor Hires McKenna Long as Special Counsel PROFESSIONAL MEDICAL: Case Summary & 20 Largest Unsec. Creditors PROMMIS HOLDINGS: EC Closing, 2 Others File Chapter 11 Petitions QUIGLEY CO: No Supreme Court Appeal for Pfizer RESIDENTIAL CAPITAL: Has Tentative Deal With Federal Reserve RESIDENTIAL CAPITAL: Committee Urges Approval of Plan-Support Deal RESIDENTIAL CAPITAL: Balks at Credit Union's $200MM in Claims RICHARD F. KLINE: Case Summary & 20 Largest Unsecured Creditors ROCKWOOD SPECIALTIES: S&P Revises Outlook & Affirms 'BB+' CCR ROSELAND VILLAGE: VCB Wants Creditors' Plan Outline Tossed SCOOTER STORE: Gets Nod for Ch. 11 Auction in August SCOOTER STORE: May Hire Epiq as Administrative Advisor SCOOTER STORE: Fulbright & Jaworski OK'd to Handle 327(e) Matters SCOOTER STORE: Morgan Lewis Approved as Bankruptcy Counsel SCOOTER STORE: Committee Can Hire Cooley LLP, Cousins Chipman SENSUS USA: S&P Lowers Corp. Credit Rating to 'B-'; Outlook Neg. SHAMROCK-HOSTMARK: GE Capital's Motion to Appoint Trustee Denied SHAMROCK-HOSTMARK: July 10 Hearing on Adequacy of Plan Outline SOUND SHORE: Montefiore Raises Bid to $58.75 Million STACY'S INC: Greenhouse Files for Sale to Metrolina STACY'S INC: Sec. 341 Meeting Slated for July 22 STACY'S INC: U.S. Trustee Has Issues With First Day Motions STACY'S INC: Proposes to Hire Attorneys and Advisors STOCKTON, CA: Mulls Tax Hike to Restore Solvency STORY BUILDING: Files Fourth Amended Chap. 11 Plan T-L BRYWOOD: Files Bankruptcy-Exit Plan TENET HEALTHCARE: Fitch Puts 'B' IDR on Rating Watch Negative THQ INC: July 16 Hearing on Confirmation of Liquidation Plan TMT USA: Case Summary & 30 Largest Unsecured Creditors TRANSVANTAGE SOLUTIONS: Ch. 11 Trustee Taps GMCO as Accountants TRANSVANTAGE SOLUTIONS: Ch.11 Trustee Taps Fox Rothschild TRANSVANTAGE SOLUTIONS: Ch.11 Trustee Seeks Chapter 7 Liquidation TRENDSET INC: Files List of Top Unsecured Creditors UNIVERSAL HEALTH: Case Conversion Hearing Set for July 29 US SILICA: S&P Raises Corp. Credit Rating to 'BB-'; Outlook Stable VAIL LAKE: Files List of Top Unsecured Creditors VINTAGE CONDOMINIUM: Seeks to Use Parkway's Cash Collateral VISIONSTREAM INC: Case Summary & 20 Largest Unsecured Creditors YOSHIS SAN FRANCISCO: Case Dismissal Hearing Continued to July 17 * Suit Properly Dismissed to Protect Judicial System * Suit to Collect Alimony Violates Automatic Stay * Supreme Court to Hear Unanswered Questions in Stern vs. Marshall * Banks Present Their Own Crisis Plan to Fed * LPS Month-End Data Shows Foreclosure Inventory Declines * Mortgage Daily Expects Continued Decline in Mortgage Casualties * Recovering Airline Industry on Track for Profitability, PwC Says * More BigLaw Layoffs Expected After Massive Weil Cuts * McGuireWoods Picks Up Ex-Winston & Strawn Bankruptcy Pro * Upcoming Meetings, Conferences and Seminars ********* AEROVISION HOLDINGS: Files for Chapter 11 in West Palm Beach ------------------------------------------------------------- Aerovision Holdings 1 Corp filed a Chapter 11 petition (Bankr. S.D. Fla. Case No. 13-24624) on June 21 in its home-town in West Palm Beach, Florida, without citing a reason. The Debtor estimated assets in excess of $10 million and liabilities of $1 million to $10 million. The Debtor says that its principal assets are located at Ft. Pierce International Airport, in Fort Pierce, Florida. Governmental entities are required to submit proofs of claim by Dec. 18, 2013. AFA INVESTMENT: Beef Supplier Challenges WARN Deal -------------------------------------------------- Matt Chiappardi of BankruptcyLaw360 reported that a Nebraska-based beef company embroiled in a long-standing dispute with an affiliate of bankrupt AFA Foods Inc. over who is responsible for allegedly tainted meat objected Monday to a proposed settlement AFA reached with creditors and a class suing it over labor violations. According to the report, Greater Omaha Packaging Co. Inc. and its insurer Continental Casualty Co. argued in a motion filed in Delaware bankruptcy court that AFA -- which sought court protection after public and media backlash over the "pink slime" filler controversy -- never included the beef supplier in its negotiations. 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. 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. AHERN RENTALS: Emerges From Full-Payment Reorganization ------------------------------------------------------- Ahern Rentals, Inc. on June 24 announced the Company's final emergence from Chapter 11 bankruptcy case. During the case, the Company implemented a business recovery strategy which consisted of strategically opening multiple branches in new geographic markets and redeploying its equipment rental fleet to these new markets, which resulted in substantial improvement in its business operations and financial condition. Through the Company's confirmed plan of reorganization, the Company was successfully able to refinance its existing indebtedness and negate a competing plan of reorganization from its junior creditors that had bought second lien debt at significant discounts to par in an attempt to take control of the company. Accordingly, Ahern's two owners (Don F. Ahern and John Paul Ahern, Jr.) retained 100% of the capital stock in the reorganized entity, the second lien holders received par plus pre- petition interest and all other creditors received 100% of their allowed claims. "We thank our customers and our employees, suppliers and business partners, whose loyalty during this process has been instrumental in our continued financial success and our success in emerging from bankruptcy," said Don F. Ahern, President and CEO of Ahern Rentals. "We also want to thank our financial advisors, The Seaport Group and Oppenheimer & Co., for developing and helping us implement the plan that allowed us to successfully exit bankruptcy, and our legal counsel, Stoel Rives LLP, who have advised us on our financing issues since 2004 and Gordon Silver who served as our legal advisors." The bankruptcy court in Reno, Nevada, entered an order confirming the Chapter 11 plan on June 6. Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that under the Plan, all creditors will be paid in full, thus allowing company president Don Ahern to retain ownership along with John Paul Ahern Jr. The reorganization was made possible with $740 million in financing. About Ahern Rentals Founded in 1953 with one location in Las Vegas, Nevada, Ahern Rentals Inc. -- http://www.ahern.com/-- offers rental equipment to customers through its 74 locations in Arizona, Arkansas, California, Colorado, Georgia, Kansas, Maryland, Nebraska, Nevada, New Jersey, New Mexico, North Carolina, North Dakota, Oklahoma, Oregon, Pennsylvania, South Carolina, Tennessee, Texas, Utah, Virginia and Washington. Privately held Ahern Rentals filed a voluntary Chapter 11 petition (Bankr. D. Nev. Case No. 11-53860) on Dec. 22, 2011, after failing to obtain an extension of the Aug. 21, 2011 maturity of its revolving credit facility. In its schedules, the Debtor disclosed $485.8 million in assets and $649.9 million in liabilities. Judge Bruce T. Beesley presides over the case. Lawyers at Gordon Silver and DLA Piper LLP (US) serve as the Debtor's counsel. The Debtor's financial advisors are Oppenheimer & Co. and The Seaport Group. Kurtzman Carson Consultants LLC serves as claims and notice agent. The Official Committee of Unsecured Creditors has tapped Covington & Burling LLP as counsel, Downey Brand LLP as local counsel, and FTI Consulting as financial advisor. Counsel to Bank of America, as the DIP Agent and First Lien Agent, are Albert M. Fenster, Esq., and Marc D. Rosenberg, Esq., at Kaye Scholer LLP, and Robert R. Kinas, Esq., at Snell & Wilmer. Attorneys for the Majority Term Lenders are Paul Aronzon, Esq., and Robert Jay Moore, Esq., at Milbank, Tweed, Hadley & McCloy LLP. Counsel for the Majority Second Lienholder are Paul V. Shalhoub, Esq., Joseph G. Minias, Esq., and Ana M. Alfonso, Esq., at Willkie Farr & Gallagher LLP. Attorney for GE Capital is James E. Van Horn, Esq., at McGuirewoods LLP. Wells Fargo Bank is represented by Andrew M. Kramer, Esq., at Otterbourg, Steindler, Houston & Rosen, P.C. Allan S. Brilliant, Esq., and Glenn E. Siegel, Esq., at Dechert LLP argue for certain revolving lenders. Attorneys for U.S. Bank National Association, as successor to Wells Fargo Bank, as collateral agent and trustee for the benefit of holders of the 9-1/4% Senior Secured Notes Due 2013 under the Indenture dated Aug. 18, 2005, is Kyle Mathews, Esq., at Sheppard, Mullin, Richter & Hampton LLP and Timothy Lukas, Esq., at Holland & Hart. In December 2012, the Court terminated Ahern's exclusive right to propose a plan, saying the company failed to negotiate in good faith after a year in Chapter 11. Certain holders of the Debtor's 9-1/4% senior secured second lien notes due 2013 proposed in February their own Plan to complete with Ahern's proposal. The Noteholder Group consists of Del Mar Master Fund Ltd.; Feingold O'Keeffe Capital, LLC; Nomura Corporate Research & Asset Management Inc.; Och-Ziff Capital Management Group; Sphere Capital, LLC - Series B; and Wazee Street Capital Management, LLC. They are represented by Laurel E. Davis, Esq., at Fennemore Craig Jones Vargas, Kurt A. Mayr, Esq., and Daniel S. Connolly, Esq., at Bracewell & Giuliani LLP. In March 2013, the Court approved disclosure materials explaining both plans. Ahern and the lenders both propose paying unsecured claims in full. The lenders' plan fully pays unsecured creditors when the plan is implemented. In June 2013, Ahern Rentals won approval in Nevada bankruptcy court for its reorganization plan, which keeps the heavy-equipment rental company in the hands of its founding family and pays creditors in full, including bondholders who had previously sought control through a rival plan. AIR CANADA: S&P Assigns 'B' Rating to C$300MM Senior Secured Notes ------------------------------------------------------------------ Standard & Poor's Ratings Services said it assigned its 'B' issue- level rating and a '2' recovery rating to Air Canada's proposed C$300 million senior secured notes due 2019. A '2' recovery rating indicates that lenders could expect substantial (70%-90%) recovery in the event of default. "We understand that net proceeds from the proposed notes, combined with the term loan B due 2019, will be used to repay Air Canada's existing 9.250% senior secured notes due 2015, 10.125% senior secured notes due 2015, and 12.000% senior second-lien notes due 2016, as well as to add cash to the company's balance sheet. We expect to withdraw the ratings on the existing secured notes on their repayment. While the proposed notes and term loan will likely increase Air Canada's debt, this is offset by the increased liquidity and extended maturity profile the company will gain as well as lower interest costs and, as a result, we do not believe it materially alters Air Canada's financial risk profile," S&P said. "The ratings and outlook on Air Canada reflect what we view as the company's highly leveraged capital structure; weak cash flow protection measures; participation in the high-risk airline industry; and modest, albeit volatile, cash flow to cover relatively high fixed costs," said Standard & Poor's credit analyst Jamie Koutsoukis. "Mitigating these weaknesses, in our opinion, are the company's strong market position in Canada as the largest provider of commercial airline services; broad route network, providing some ability to offset domestic weakness; and good brand recognition," Ms. Koutsoukis added. RATINGS LIST Air Canada Corporate credit rating B-/Stable/-- Ratings Assigned Proposed C$300 mil. senior secured notes due 2019 B Recovery rating 2 AIRTRONIC USA: Becomes OEM Supplier to Major Defense Contractor --------------------------------------------------------------- Global Digital Solutions, Inc. on June 24 disclosed that its planned merger partner, Airtronic USA, Inc., has agreed to become an OEM supplier to a major international defense contractor for the Airtronic family of M203 grenade launchers and has received the first of many expected orders for M203 grenade launchers. "This relationship and the receipt of the first order is a significant step forward in our business," said Dr. Merriellyn Kett, Airtronic's President and CEO, who will continue serving as CEO of Airtronic once the merger between GDSI and Airtronic is finalized. "The fact that the order comes from an iconic, international defense contractor certainly validates Airtronic's growth strategy and confirms the world-class quality of our products." On Aug. 20, 2012, GDSI and Airtronic disclosed that they had signed a letter of intent to enter into good faith discussions involving a potential strategic combination in which Airtronic would be acquired by GDSI. Having completed those good faith discussions, the companies signed a merger agreement on or about October 16, 2012. On June 10, 2013, Airtronic filed a chapter 11 bankruptcy reorganization plan with the United States Bankruptcy Court for the Northern District of Illinois, Eastern Division. If confirmed, the Plan will allow Airtronic -- the largest woman- owned small arms manufacturer in the United States -- to emerge debt-free from chapter 11 bankruptcy with adequate working capital. Richard J. Sullivan, GDSI founder and largest shareholder who will become Chairman and CEO after the acquisition with Airtronic is completed, also commented on the OEM relationship and the purchase order: "I'm delighted to hear this welcome news from Airtronic. I congratulate Merriellyn Kett and the entire Airtronic team. We've been very confident all along that Airtronic has a sterling reputation in the industry and an enviable record of providing top-quality products to domestic and international customers. This relationship and the new order, the first of many to come, only serves to confirm our sense of confidence." About Airtronic USA, Inc. Airtronic -- http://www.Airtronic.net-- is an electro-mechanical engineering design and manufacturing company. The company provides small arms and small arms spare parts to the U.S. Department of Defense, foreign militaries, and the law enforcement market. The company also manufactures medical, avionics, and telecommunications original equipment. The company's products include grenade launchers, rocket propelled grenade launchers, grenade launcher guns, flex machine guns, grenade machine guns, rifles, and magazines. Founded in 1990, the company is based in Elk Grove Village, Illinois. On May 16, 2012, the voluntary petition of Airtronic, Inc. for liquidation under Chapter 7 was converted to chapter 11 reorganization. The company had filed for chapter 7 bankruptcy on March 13, 2012. ALCATEL-LUCENT: S&P Cuts Corporate Credit Rating to 'B-' -------------------------------------------------------- Standard & Poor's Ratings Services said that it lowered its long- term corporate credit ratings on French telecommunications equipment supplier Alcatel-Lucent and its subsidiary Alcatel- Lucent USA Inc. to 'B-' from 'B'. The outlook is stable. S&P is affirming the 'B' short-term rating on Alcatel-Lucent. At the same time, S&P is lowering its issue rating on the senior secured term facilities issued by Alcatel-Lucent USA to 'B+' from 'BB-'. The recovery rating on these facilities is '1', indicating S&P's expectation of very high (90%-100%) recovery for debtholders in the event of a payment default. S&P is also lowering its issue rating on the group's existing unsecured debt instruments to 'CCC' from 'CCC+'. The recovery rating on these debt instruments is '6', reflecting S&P's expectation of negligible (0%-10%) recovery for debtholders in the event of a payment default. In addition, S&P is lowering its issue rating on the preferred stock issued by Alcatel-Lucent USA to 'CCC-' from 'CCC'. "The downgrade primarily reflects our expectation that the group's cash losses will be significantly higher in the next 24 months than we previously expected. This is primarily because of the EUR830 million additional cash restructuring costs over 2014- 2015 under the group's new medium-term plan. As part of the plan, the group has also announced asset sales of more than EUR1 billion and the refinancing of EUR2 billion in debt over 2013 to 2015. Once the group has made substantial progress implementing these measures, it targets debt reduction of EUR2 billion. In our view, these actions could limit further rating downside risk in the near term if they are executed in a timely manner. The additional cost cuts should support at least mid-single-digit profit margins from 2015 onward, in our view, and therefore we are maintaining our assessment of Alcatel-Lucent's business risk profile as "weak," as our criteria define the term. Nevertheless, Alcatel-Lucent's margins and cash generation are currently significantly weaker than those of peers whose business risk profile we also consider weak, such as Nokia Siemens Networks," S&P said. "In our updated base-case scenario, we forecast a deterioration of the group's free operating cash flow (FOCF) generation to about negative EUR0.8 billion in 2013 (2012: negative EUR0.7 million, despite aEUR159 million increase in receivable discounting). The forecast FOCF deterioration compared with 2012 is primarily the result of our expectation of higher cash restructuring costs, higher cash interest, and moderate working capital outflows. In addition, we forecast only a moderate improvement in FOCF to between negative EUR0.5 billion and negative EUR0.6 billion in 2014, primarily based on our expectation of higher operating profits and roughly flat revenues in 2013 and 2014, following a year-on-year revenue decline of 5.7% in 2012. We continue to expect the group's operating margin (as adjusted by Alcatel-Lucent) to improve gradually to 3%-5% by 2014 from negative 1.8% in 2012. In our view, the margin improvement will be primarily fuelled by the group's plans to reduce its fixed-cost base by about EUR1 billion (including cost- saving benefits under its previous restructuring plans), including refocusing its research and development spending and reducing spending for legacy technologies," S&P added. S&P assess Alcatel-Lucent's financial risk as "highly leveraged." S&P's assessment reflects its view of the company's continued high cash losses and high gross adjusted leverage. The stable outlook reflects S&P's expectation that the group's operating margins--as adjusted by Alcatel-Lucent--will gradually improve toward mid-single digits in the next 24 months. It also reflects S&P's view that the existing liquidity sources, as well as potential proceeds from asset disposals, are sufficient to cover the expected significantly negative FOCF generation in 2013 and 2014. In addition, S&P expects that Alcatel-Lucent will refinance its large January 2015 debt maturity during 2013. S&P could raise the rating by one notch if the group is able to demonstrate about break-even FOCF generation (excluding potential asset disposal proceeds) on a sustainable basis and if it maintains adequate liquidity, including the refinancing of 2015- 2016 debt maturities. S&P could consider lowering the ratings if it was to anticipate continued significantly negative FOCF beyond 2014. Specifically, S&P could consider lowering the ratings if it anticipates that the group's operating margins--as adjusted by Alcatel-Lucent-- will remain at low single digits in 2015 as a result of higher- than-expected competitive pressure on revenues and gross margins or insufficient cost-cutting measures. This could also lead S&P to revise its business risk profile assessment on Alcatel-Lucent to "vulnerable" from "weak." ALLIED INDUSTRIES: Claims Bar Date Set for July 31 -------------------------------------------------- The deadline for creditors to file proofs of claim in the Chapter 11 bankruptcy case of Allied Industries, Inc. is set for July 31, 2013. Allied Industries, Inc., filed a Chapter 11 petition (Bankr. C.D. Cal. Case. No. 13-11948) on March 21, 2013. The petition was signed by Ernesto Gutierrez as president and chief executive officer. The Debtor scheduled assets of $13,086,216 and scheduled liabilities of $7,457,365. Dheeraj K. Singhal, Esq., at DCDM Law Group, P.C., serves as the Debtor's counsel. AMERICAN AIRLINES: GAO Says US Air Merger Would Cut Competition --------------------------------------------------------------- A congressional watchdog told a Senate hearing on June 19, that the proposed merger between American Airlines Inc. and US Airways Group Inc. would reduce competition on 11.9% of U.S. air routes. Alan Levin, writing for Bloomberg News, reported that the Government Accountability Office told a Senate aviation subcommittee that the number of cities that would lose a carrier after the merger is 47% higher than in the 2010 combination between United Airlines and Continental Airlines. "If not challenged by [U.S. Department of Justice], the merged American would surpass United to become the largest U.S. passenger airline by several measures. While US Airways and American overlap on only 12 nonstop routes, no other nonstop competitors exist on 7 of those 12. Our analysis of 2011 and 2012 ticket data also showed that combining these airlines would result in a loss of one effective competitor (defined as having at least 5 percent of total airport-pair traffic) in 1,665 airport-pair markets affecting more than 53 million passengers while creating a new effective competitor in 210 airport-pairs affecting 17.5 million passengers. However, the great majority of these markets also have other effective competitors," GAO said in a statement. Meanwhile, Charles Leocha, director of the Washington-based Consumer Travel Alliance, said the new company would raise prices, decrease service and create labor unrest for its employees, according to the Bloomberg report. "There are no benefits overall," the news agency quoted Mr. Leocha as saying. "It's time to stop this merger madness." The Consumer Travel Alliance found competition would decline at some non-hub airports where the two airlines now compete. Those cities include Austin, Texas; Pittsburgh, San Diego and Las Vegas. The Senate hearing came a day after two Senators, Democrat Amy Klobuchar of Minnesota and Republican Mike Lee of Utah, wrote a letter urging U.S. regulators to consider the impact of the merger on consumers. American, US Airways Officials Defend Merger Gary Kennedy, senior vice-president of American Airlines, defended the merger, saying the new combined company "will lift the competitive bar in an already highly competitive U.S. airline industry." "This merger is good news for everyone except our competitors," Mr. Kennedy told the Senate aviation subcommittee. US Airways CEO Doug Parker said concerns by Mr. Leocha and others are "just plain wrong." He said the merger will make it easier to compete against United and Delta Air Lines Inc.), giving passengers more choices and enhancing competition, the news agency reported. According to Mr. Parker, US Airways now flies to 64 cities, most of those small- and medium-sized, where American has no service. He said many passengers in those cities will gain access to what is now American's hub network. Antitrust Approval Sara Forden and Mary Schlangenstein, writing for Bloomberg News, reported both airlines won't learn if the merger passes U.S. antitrust review before a bankruptcy court hears American Airlines' request to confirm its Chapter 11 plan in August. The Justice Department still is analyzing whether the merger create a monopoly in any markets, the report said, citing people familiar with the matter as its source. "Ordinarily this might seem like a long time for the merger review," the news agency quoted Seth Bloom, former general counsel of the Senate Antitrust Subcommittee, as saying. "But because they're waiting for the bankruptcy court to confirm the plan, I wouldn't read substantive conclusions into that." Judge Sean Lane of U.S. Bankruptcy Court in Manhattan, who oversees the Chapter 11 cases of American Airlines and its parent AMR Corp., is set to hold a hearing on Aug. 15 to consider approval of the companies' restructuring plan. 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: Wins OK to Purchase Securities for Cash ---------------------------------------------------------- AMR Corp. and its debtor-affiliates obtained a bankruptcy judge's approval to offer to purchase securities for cash. In a June 19 decision, Judge Sean Lane of the U.S. Bankruptcy Court in Manhattan gave the company the go-signal to offer to purchase all validly tendered and not validly withdrawn notes and enhanced equipment trust certificates. The notes and certificates were issued under three separate financing transactions involving AMR's regional carrier, American Airlines Inc., and were sold to third parties. Proceeds from the sale of the certificates were used to purchase equipment notes issued by the airline. As of May 15, 2013, the aggregate principal amount outstanding under the notes is more than $159 million while the outstanding pool balance of the EETCs is more than $1.085 billion. AMR said the offer, if successful, would reduce the interest costs associated with further delay in consummating the repayment of notes. AMR won't repay the notes until the U.S. Court of Appeals for the Second Circuit affirms Judge Lane's Feb. 1 order, which authorized the company to repay the notes without paying so- called make-whole amount. U.S. Bank Trust N.A. appealed that decision, arguing AMR must pay the make-whole amount. Each month, AMR and its subsidiaries accrue as much as $6 million of interest expense under the notes in excess of prevailing interest rates in the EETC financing market, according to court filings. 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: Citibank Wants Decision on Pacts by July 2 ------------------------------------------------------------- Citibank N.A. withdrew its motion seeking to compel American Airlines Inc. to decide whether to assume the parties' contracts. The move came after Citibank and American Airlines reached a deal last month, under which the airline agreed to take over the contracts tied to its AAdvantage frequent-flier program. Citibank also withdrew its request to estimate and temporarily allow its claims for purposes of voting on American Airlines' Chapter 11 plan. The bank had criticized the airline for giving insufficient information about many facets of its plan, including the potential impact if the airline rejected their contracts. According to Citibank, the airline's decision whether to assume or reject the contracts would have a big impact on its bankruptcy case since the bank has a big potential claim. The bank advanced $1 billion to American Airlines in 2009 by pre- purchasing miles in the AAdvantage program. The obligation is secured by airport slots, route authorities and other assets. In July 2012, Citibank filed a claim against American Airlines and each of its affiliated debtors. Each claim asserts more than $1 billion in the event of a rejection, breach or termination of the contracts. 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: Proposes Daugherty as Special Counsel -------------------------------------------------------- AMR Corp. and its debtor affiliates filed an application seeking court approval to hire Daugherty Fowler Peregrin Haught & Jenson, PC as their special counsel. Daugherty was previously employed by AMR to provide legal services in the ordinary course of business. The firm's fees, however, exceeded the $500,000 cap, compelling AMR to file the employment application pursuant to Section 327 of the Bankruptcy Code. The firm will continue to provide the same services, which include examining the records at the Federal Aviation Administration and the International Registry, preparing memos and opinions, and closing transactions with filings with those agencies. Daugherty will charge for its services on an hourly basis in one- tenth hour increments, and will seek reimbursement for work- related expenses. Its hourly rates range from $300 to $380 for partners, and $150 to $190 for paraprofessionals. The firm does not represent any interest adverse to AMR, according to a declaration by Robin Jenson, Esq. -- rjenson@dfphj.com -- a partner at Daugherty. A court hearing to consider approval of the application is set for June 27. Objections are due by June 20. 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: Taps Pillsbury as Special Counsel ---------------------------------------------------- AMR Corp. and its debtor-affiliates are seeking approval from the U.S. Bankruptcy Court in Manhattan to employ Pillsbury Winthrop Shaw Pittman LLP as their special counsel. AMR filed an application to hire the firm in accordance with the court's previous order requiring the company to file a retention application under Section 327 of the Bankruptcy Code if payments to any "ordinary course professional" exceed $500,000 over the course of its bankruptcy case. Pillsbury was initially employed as ordinary course professional, assisting American Airlines Inc. in connection with the new financing obtained by the carrier from major banks to get out of bankruptcy, which was approved by the court early last month. The firm will charge for its services on an hourly basis in one- tenth hour increments, and will seek reimbursement for work- related expenses. Its hourly rates range from $625 to $1,155 for partners, $380 to $1,020 for counsel, $380 to $765 for associates, and $70 to $755 for paraprofessionals and other timekeepers. Jennifer Trock, Esq. -- jennifer.trock@pillsburylaw.com -- a partner at Pillsbury, disclosed in a declaration that the firm does not represent interest adverse to AMR and its affiliated debtors. Judge Sean Lane will hold a hearing on June 27 to consider approval of the application. Objections are due by June 20. 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 SUZUKI: Faces Possible Air Bag Recall ---------------------------------------------- Christopher Jensen, writing for The New York Times, reported that the National Highway Traffic Safety Administration is investigating whether air bag problems warrant recalling about 205,000 Suzuki vehicles, the 2006-11 Grand Vitara and the 2007-11 SX4, according to a report posted on the safety agency's Web site. However, a federal bankruptcy court recently approved Suzuki's Chapter 11 filing, the report pointed out. The automaker plans to withdraw from the American car market after it sells off the rest of its inventory. That poses a problem should N.H.T.S.A. decide a recall is warranted. If an automaker lacks assets, there is no money to pay for repairs. The safety agency says it has received 128 complaints from Suzuki owners about warning lights indicating problems with the passenger-side air bag, the report said. The warning lights suggest a malfunction of the occupant classification system, which detects whether or not a small child is seated up front. In that case, it is supposed to turn off the air bag to prevent injuries to the child. The N.H.T.S.A. report says that Suzuki sent owners letters last September informing them of an extended warranty available to cover the systems and warning them that the front passenger air bag would still deploy even if a small child was seated there, the report added. Many of the Suzuki owners who complained to the agency said dealers told them their air bags wouldn't work and that it would cost at least $1,000 for repairs. A month after the letters were sent, Suzuki announced that it would cease selling cars in the United States and file Chapter 11 bankruptcy, the report related. Suzuki will continue selling motorcycles, all-terrain vehicles and marine engines in the United States. About American Suzuki Established in 1986, American Suzuki Motor Corporation is the sole distributor of Suzuki automobiles and vehicles in the United States. American Suzuki wholesales its inventory through a network of independently owned and unaffiliated dealerships located throughout the continental United States. The dealers then market and sell the Suzuki Products to retail customers. Suzuki Motor Corp., the 100% interest holder in the Debtor, manufacturers substantially all of the Suzuki products. American Suzuki has 295 employees. There are approximately 220 automotive dealerships, over 900 motorcycle/ATV dealerships, and over 780 outboard marine dealerships. American Suzuki filed a Chapter 11 petition (Bankr. C.D. Cal. Case No. 12-22808) on Nov. 5, 2012, to sell the business to SMC, absent higher and better offers. SMC is not included in the Chapter 11 filing. The Debtor disclosed assets of $233 million and liabilities totaling $346 million. Debt includes $32 million owing to the parent on a revolving credit and $120 million for inventory financing. There is about $4 million owing to trade suppliers. The Court approved the amended Chapter 11 Plan. Under the Company's amended Plan, its Motorcycles/ATV and Marine divisions, along with its continued Automotive parts and service operation, will be sold to a newly organized, wholly-owned subsidiary of Suzuki Motor Corporation, enabling those operations to continue uninterrupted. The new entity will use the ASMC brand name and operate in the continental U.S. ASMC's legal advisor on the restructuring is Pachulski Stang Ziehl & Jones LLP, and its financial advisor is FTI Consulting, Inc. Nelson Mullins Riley & Scarborough LLP is serving as special counsel on automobile dealer and industry issues. Freddie Reiss, Senior Managing Director at FTI Consulting, served as chief restructuring officer. Rust Consulting Omni Bankruptcy, a division of Rust Consulting, Inc., is the claims and notice agent. The Debtor retained Imperial Capital LLC as investment banker. SMC is represented by lawyers at Klee, Tuchin, Bogdanoff & Stern LLP. The Official Committee of Unsecured Creditors is represented by Irell & Manella LLP. AlixPartners, LLC serves as its financial advisor. ASMC's Chapter 11 Plan was confirmed by the Bankruptcy Court on Feb. 28, 2013. The Chapter 11 Plan became effective on March 31, 2013, when ASMC closed its assets sale and commenced paying the claims in full of all consensually settling Automotive Dealers and trade creditors through the PE Creditor Trust established by the Plan. ASMC closed the sale of its operating assets to Suzuki Motor of America, Inc., a newly organized, wholly-owned subsidiary of Suzuki Motor Corporation, which will operate as the sole distributor of Suzuki products in the continental U.S. ASMC has wound down all operations. AMERICAS BULLION: MF Intends to Issue Event of Default Notice ------------------------------------------------------------- Americas Bullion Royalty Corp. on June 24 disclosed that MF Investment Holding Company 1 (Cayman) Limited, part of the Red Kite Group, has indicated that it has or intends on issuing notices alleging an Event of Default under the secured facility agreement dated September 25, 2012 and asserting rights to exercise an option to purchase twenty-six royalty interests including the Pan and Bald Mountain interests by paying Americas Bullion US$35,000,000 in cash as set forth in section 7.6 of the Facility Agreement. Americas Bullion rejects that any Event of Default has occurred under the Facility Agreement, asserts that no valid and effective notice has been issued upon it as required by the Facility Agreement and has engaged legal counsel to challenge the recent conduct of MF Investments. About Americas Bullion Royalty Corp. Americas Bullion Royalty Corp. focuses on acquiring precious metal royalties and streaming assets which provide revenue as well as lower risk exposure to shareholders through project diversity in stable, mining-friendly jurisdictions. The Company's existing portfolio is highlighted by Gross in-kind Royalties on Midway Gold's Pan and Gold Rock deposits, as well as 2 separate royalties encompassing more than 34 square miles at Barrick Gold's Bald Mountain project in Nevada. The Company holds additional royalties including Net Smelter Return Royalties on the Taylor Silver project and a portion of the Tonkin Springs project also in Nevada. The Company's royalty holdings comprise more than 100,000 acres located primarily in Nevada, with 7 of the projects located in Wyoming, Oregon, California and Mexico. Current royalty revenue is expected to accelerate as early as 2014 as several of these projects commence production. Americas Bullion Royalty Corp.'s prime royalty portfolio is unique in the mineral royalty industry due to its ability to receive the majority of projected revenues in-kind (gold bullion as opposed to cash), its concentration of gross royalties with no exposure to operator cost, as well as its security of title with no buyback or buyout provisions. The Company continues to advance or monetize other assets including its significant Yukon property holdings, security holdings and the Taylor Mill in Nevada. ARCAPITA BANK: Judge Approves Goldman's Bankruptcy Loan ------------------------------------------------------- Joseph Checkler writing for Dow Jones' DBR Small Cap reports that a judge on Monday approved Arcapita Bank's $175 million bankruptcy loan from Goldman Sachs Group Inc. to replace existing financing from Fortress Investment Group LLC. Goldman Sachs International has agreed to supply a $175 million secured loan to provide financing for the remainder of the Chapter 11 reorganization. The new loan will pay off an existing $150 million loan from Fortress Credit Corp. that matures June 14. The Fortress loan had been paid down to $105 million. Maturity can be extended until Sept. 30 in case there are delays in confirming or implementing the reorganization plan. The new $175 million loan will convert into a $350 million facility to kick in when the plan is consummated. The bankruptcy court in Manhattan earlier approved a $350 million loan from Goldman Sachs. The loans will comply with Islamic lending regulations. About Arcapita Bank Arcapita Bank B.S.C., also known as First Islamic Investment Bank B.S.C., along with affiliates, filed for Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 12-11076) in Manhattan on March 19, 2012. The Debtors said they do not have the liquidity necessary to repay a US$1.1 billion syndicated unsecured facility when it comes due on March 28, 2012. Falcon Gas Storage Company, Inc., filed a Chapter 11 petition (Bankr. S.D.N.Y. Case No. 12-11790) on April 30, 2012. Falcon Gas is an indirect wholly owned subsidiary of Arcapita that previously owned the natural gas storage business NorTex Gas Storage Company LLC. In early 2010, Alinda Natural Gas Storage I, L.P. (n/k/a Tide Natural Gas Storage I, L.P.), Alinda Natural Gas Storage II, L.P. (n/k/a Tide Natural Gas Storage II, L.P.) acquired the stock of NorTex from Falcon Gas for $515 million. Arcapita guaranteed certain of Falcon Gas' obligations under the NorTex Purchase Agreement. The Debtors tapped Gibson, Dunn & Crutcher LLP as bankruptcy counsel, Linklaters LLP as corporate counsel, Towers & Hamlins LLP as international counsel on Bahrain matters, Hatim S Zu'bi & Partners as Bahrain counsel, KPMG LLP as accountants, Rothschild Inc. and financial advisor, and GCG Inc. as notice and claims agent. Milbank, Tweed, Hadley & McCloy LLP represents the Official Committee of Unsecured Creditors. Houlihan Lokey Capital, Inc., serves as its financial advisor and investment banker. Founded in 1996, Arcapita is a global manager of Shari'ah- compliant alternative investments and operates as an investment bank. Arcapita is not a domestic bank licensed in the United States. Arcapita is headquartered in Bahrain and is regulated under an Islamic wholesale banking license issued by the Central Bank of Bahrain. The Arcapita Group employs 268 people and has offices in Atlanta, London, Hong Kong and Singapore in addition to its Bahrain headquarters. The Arcapita Group's principal activities include investing on its own account and providing investment opportunities to third-party investors in conformity with Islamic Shari'ah rules and principles. The Arcapita Group had roughly US$7 billion in assets under management. On a consolidated basis, the Arcapita Group owns assets valued at roughly US$3.06 billion and has liabilities of roughly US$2.55 billion. The Debtors owe US$96.7 million under two secured facilities made available by Standard Chartered Bank. Arcapita explored out-of-court restructuring scenarios but was unable to achieve 100% lender consent required to effectuate the terms of an out-of-court restructuring. Subsequent to the Chapter 11 filing, Arcapita Investment Holdings Limited, a wholly owned Debtor subsidiary of Arcapita in the Cayman Islands, issued a summons seeking ancillary relief from the Grand Court of the Cayman Islands with a view to facilitating the Chapter 11 cases. AIHL sought the appointment of Zolfo Cooper as provisional liquidator. As reported in the TCR on Jun 19, 2013, the Bankruptcy Court for the Southern District of New York entered its Findings of Fact, Conclusions of Law, and Order confirming the Second Amended Joint Chapter 11 Plan of Reorganization of Arcapita Bank B.S.C.(c) and Related Debtors with respect to teach Debtor other than Falcon Gas Storage Company, Inc. A copy of the Confirmed Second Amended Joint Plan (With First Technical Modifications) is available at: http://bankrupt.com/misc/arcapita.doc1265.pdf BERNARD L. MADOFF: Artwork to be Auctioned in October, November --------------------------------------------------------------- Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that artwork belonging to Bernard L. Madoff Investment Securities Inc. and Bernard Madoff himself will be sold in auction galleries in October and November. According to the report, artists whose works are being sold include Jasper Johns, Roy Lichtenstein, Andy Warhol and Henri Matisse. Sotheby's will sell most of the art. Stair Galleries will sell posters, carpets and some decorative items. Madoff trustee Irving Picard didn't give estimated sale prices in papers filed with the bankruptcy court on June 21. The report notes that the Securities Investor Protection Corp. will pay the auction houses' fees. Gross sale proceeds will be distributed to victims of the Ponzi scheme. Mr. Picard retained Helen D. Lally as his art consultant shortly after the bankruptcy liquidation began. She advised Mr. Picard that the art market has recovered enough to justify selling the items this year. The report relates that fees to be paid to the auction houses weren't disclosed. The arrangements will be presented to the bankruptcy judge for approval on June 28. Mr. Picard is allowed to sell Bernard Madoff's personal artwork because his bankruptcy was consolidated with the firm's. 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. CABLEVISION SYSTEMS: S&P Affirms 'BB' CCR & Alters Outlook to Neg. ------------------------------------------------------------------ Standard & Poor's Ratings Services affirmed its 'BB' corporate credit and other ratings on Bethpage, N.Y.-based cable operator Cablevision Systems Corp. At the same time, S&P revised the outlook to negative from stable. "The negative outlook reflects recent, weaker performance at Cablevision Systems' key metropolitan New York cable operations that has increased debt leverage to around 7x for the first quarter of 2013, on an annualized basis," said Standard & Poor's credit analyst Richard Siderman. "We expect improvement in leverage mostly from EBITDA growth, but would lower the rating by one notch if the pace of leverage reduction during 2013 is not sufficient, in our view, to put the company on a path toward achieving 5x leverage in 2014. Cable revenues (which contribute around 90% of consolidated revenues) were down only slightly in the first quarter of 2013 compared with the year-ago period, but the reported cable EBITDA margin fell to 28% from 36% due to markedly higher operating expenses. (All cable results exclude the Optimum West properties that we expect the company to sell shortly and are reported as discontinued operations). Programming expenses were up 12% in the first quarter of 2013 and we expect continuing, significant programming cost inflation. Labor costs rose materially in the first quarter of 2013 compared with the year-ago period as a result of increased compensation for nonexecutive employees that went into effect in May 2012. Meaningful improvement in EBITDA and debt leverage, in our opinion, is most likely to come from a combination of cable rate increases and realization of operating efficiencies from the substantial plant and system investments that were accelerated into 2012". "Ratings on Cablevision Systems Corp incorporate our view of a "strong" business risk profile tempered by an "aggressive" financial risk profile. The business risk assessment recognizes the good measure of revenue visibility provided by the largely subscription-based business model of Cablevision's core cable operations. Cablevision's near 2.9 million video subscribers (at March 31, 2013, and excluding Optimum West) are particularly well- clustered in the metropolitan New York area with favorable demographics. Cablevision has historically been among the most aggressive in marketing service bundles, in particular the "triple-play" of video, high speed data, and telephone and this has resulted in superior service penetrations, high average revenue per video user (ARPU), and good customer retention. For the first quarter of 2013, the sequential annualized video subscriber loss was under 1% and the loss for the 12-month period was 2%; these measures compare favorably with the 3% to 5% losses of many of company's cable peers. Supporting Cablevision's strong business risk profile is the cable industry's demonstrated resilience to economic downturns reflecting, in our opinion, the utility-like nature of many cable services," S&P added. The company's restraint on cable subscriber rate increases along with higher programming and employee compensation expenses have dampened financial performance at the core cable operations, resulting in annualized debt leverage of about 7x in the first quarter of 2013. S&P expects some improvement in leverage in 2013 from a combination of targeted rate increases and operating efficiencies at the cable properties but would lower the rating by one notch if the pace of debt reduction does not support a trajectory toward attaining 5x leverage in 2014. S&P believes a return to 5x leverage would require low- to mid-single-digit percent growth in cable revenues and an improvement to a low-30% annualized cable segment EBITDA margin by the end of 2013. CHEMTURA CORP: Obtains Requisite Consents for Indenture Amendments ------------------------------------------------------------------ Chemtura Corporation on June 24 disclosed that it has received, pursuant to its previously announced cash tender offer and consent solicitation with respect to any and all of its outstanding $455.0 million aggregate principal amount of 7.875% Senior Notes due 2018, the requisite consents to adopt proposed amendments to the indenture governing the Notes that would eliminate substantially all of the restrictive covenants, certain events of default and related provisions contained therein. The Company announced that as of 5:00 p.m., New York City time, on June 21, 2013, tenders and consents had been delivered with respect to $348,346,000 aggregate principal amount of Notes, representing approximately 76.56% of the outstanding aggregate principal amount of Notes. In conjunction with receiving the requisite consents, the Company, the applicable guarantors and U.S. Bank National Association, as trustee, executed a supplemental indenture with respect to the Indenture implementing the Proposed Amendments. The supplemental indenture became effective upon execution, but the Proposed Amendments will not become operative unless and until the Company accepts the Notes for purchase pursuant to the terms and conditions described in the Offer to Purchase. The tender offer and consent solicitation are being made on the terms and subject to the conditions set forth in the Company's Offer to Purchase and Consent Solicitation Statement, dated June 10, 2013. The tender offer and consent solicitation are subject to the satisfaction or waiver of certain conditions that are more fully described in the Offer to Purchase, including, among others, the consummation of a future offering of unsecured senior debt securities by the Company, on terms and conditions acceptable to the Company, in its sole discretion, yielding net proceeds in an amount sufficient to fund all of its obligations under the tender offer and consent solicitation. Subject to the terms and conditions set forth in the Offer to Purchase, holders who validly tendered their Notes on or prior to the Consent Date will receive the total consideration of $1,117.50 per $1,000 principal amount of Notes accepted for purchase, which includes a consent payment of $30.00 per $1,000 principal amount of Notes. The Company intends to pay the total consideration, plus accrued and unpaid interest up to, but not including, the date of payment, on the early settlement date, which is expected to occur after the Consent Date but prior to the Expiration Date (as defined below), assuming satisfaction or waiver of the conditions to the tender offer and consent solicitation. Holders who validly tender their Notes after the Consent Date but on or prior to 11:59 p.m., New York City time, on July 8, 2013, unless extended or earlier terminated by the Company in its sole discretion (such date and time, as the same may be extended or earlier terminated, the "Expiration Date"), will receive the tender offer consideration of $1,087.50 per $1,000 principal amount of Notes accepted for purchase, plus accrued and unpaid interest up to, but not including, the date of payment, on the final settlement date, which is expected to occur promptly following the Expiration Date, assuming satisfaction or waiver of the conditions to the tender offer and consent solicitation. Holders of Notes tendered after the Consent Date will not receive the consent payment. In accordance with the terms of the Offer to Purchase, tenders of Notes (including previously tendered Notes) may no longer be validly withdrawn and consents may no longer be validly revoked, except in the limited circumstances described in the Offer to Purchase. Notes that are not tendered or that are not accepted for purchase pursuant to the tender offer will remain outstanding, and the holders thereof will be bound by the Proposed Amendments contained in the supplemental indenture even though they have not consented to the Proposed Amendments. Citigroup Global Markets Inc. is acting as the dealer manager and solicitation agent and D.F. King & Co., Inc. is acting as the tender agent and information agent for the tender offer and consent solicitation. Requests for documents may be directed to D.F. King & Co., Inc. at (800) 829-6551 (toll-free) or (212) 269- 5550 (collect). Questions regarding the tender offer and consent solicitation may be directed to Citigroup Global Markets Inc. at (800) 558-3745 (toll-free) or (212) 723-6106 (collect). About Chemtura Corp. Based in Middlebury, Connecticut, Chemtura Corporation -- http://www.chemtura.com/-- with 2008 sales of $3.5 billion, is a global manufacturer and marketer of specialty chemicals, crop protection products, and pool, spa and home care products. Chemtura Corporation and 26 of its U.S. affiliates filed voluntary petitions for relief under Chapter 11 (Bankr. S.D.N.Y. Case No. 09-11233) on March 18, 2009. The Debtors disclosed total assets of $3.06 billion and total debts of $1.02 billion as of the Chapter 11 filing. M. Natasha Labovitz, Esq., at Kirkland & Ellis LLP, in New York, served as bankruptcy counsel for the Debtors. Wolfblock LLP was the Debtors' special counsel. The Debtors' auditors and accountant were KPMG LLP; their investment bankers are Lazard Freres & Co.; their strategic communications advisors were Joele Frank, Wilkinson Brimmer Katcher; their business advisors were Alvarez & Marsal LLC and Ray Dombrowski served as their chief restructuring officer; and their claims and noticing agent was Kurtzman Carson Consultants LLC. The Official Committee of Equity Security Holders tapped Jay Goffman, Esq., and David Turetsky, Esq., at Skadden Arps Slate Meagher & Flom LLP, in New York, as counsel. the Official Committee of Unsecured Creditors retained Daniel H. Golden, Esq., Philip C. Dublin, Esq., and Meredith A. Lahaie, Esq., at Akin Gump Strauss Hauer & Feld LLP, in New York, as counsel. Chemtura completed its financial restructuring and emerged from protection under Chapter 11 in November 2010. In connection with the emergence, reorganized Chemtura is now listed on the New York Stock Exchange under the ticker "CHMT". CSD LLC: Wayne Newton Museum Owner's Plan Confirmed in Las Vegas ---------------------------------------------------------------- CSD LLC, the owner of the property that was to become a museum in Las Vegas for memorabilia regarding singer Wayne Newton, won confirmation of a Chapter 11 plan. The plan calls one of the owners named Lacy Harber to make a contribution that pays claims in full, either immediately or over time. Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that CSD made a settlement with Newton. The terms have been kept secret, although it is known that Newton withdrew his claims. The Associated Press reported that the majority owner of Newton's former Casa de Shenandoah property said that he still wants to turn the southeast Las Vegas spread into a tourist attraction. The AP notes that Newton and his lawyers were absent when U.S. bankruptcy Judge Bruce Markell signed off on a sealed agreement that leaves CSD LLC, headed by investors Lacy and Dorothy Harber, in charge of the 40-acre property several miles southeast of the Las Vegas Strip, the report related. Mr. Newton, 71, his wife, Kathleen McCrone Newton, and their family and menagerie of exotic animals moved this month to a downsized nearby property with several homes on about 20 acres, the report said. The Newtons were in Louisiana on Friday, according to a family member, where Newton was due to perform at the Cypress Bayou Casino in Charenton, the report said. About CSD LLC Las Vegas, Nevada-based CSD, LLC, filed a Chapter 11 petition (Bankr. D. Nev. Case No. 12-21668) on Oct. 12, 2012, estimating $50 million to $100 million in assets and $10 million to $50 million in debts. The petition was signed by Steven K. Kennedy, manager of CSD Management, LLC, manager. The Debtor owns 37.82 acres of land, seven houses, and an equestrian facility, all located at 6629 S. Pecos Road, Las Vegas, Nevada. The Debtor purchased the property from Mr. Wayne Newton and his wife, Kathleen, for $19.5 million to develop and operate a museum/tourist attraction honoring the life and career of Wayne Newton. Situated on the purchased property is the current home of the Newtons, known as "Casa de Shenandoah", which was to be used to showcase Wayne Newton's memorabilia. The museum remains unopened. DLH, LLC, which holds a 70% interest in the Debtor, contributed nearly $60 million towards development of the museum. DLH is a Nevada limited liability company, and its members are Lacy Harber and Dorothy Harber. Plans called for contributing $2 million toward the construction of a new home for Mr. Newton on the acreage. The new home hasn't been built, so Mr. Newton still lives in the existing home, paying minimal rent. While the Debtor has made substantial expenditures towards the development of the Newton Museum, the Debtor and the Newtons have been involved in certain disputes regarding the development of the museum. The Debtor in May 2012 filed a lawsuit in Nevada state court for fraud, civil conspiracy, and breach. The Newtons filed counterclaims. Because of the deteriorating relationship of the parties, it appears that it is no longer feasible for the parties to move forward with the development of the museum. On Aug. 9, 2012, the Debtor's committee members held an emergency meeting and voted to dissolve the Debtor. Though the Debtor has sought approval in the state court proceedings to dissolve, that matter is not scheduled to be heard until May 2013. Because the Debtor is out of money and options, and because the Debtor's prepetition secured lender, Neva Lane Acceptance, LLC, is unwilling to lend any additional funds to the Debtor on a prepetition basis, the majority of the committee members voted in favor of the bankruptcy filing. Although the Debtor is out of cash, it claims that it has substantial equity in its property. The Debtor has decided that a sale of the Debtor's property pursuant to Section 363 of the Bankruptcy Code, followed by the filing of a plan of liquidation, is the Debtor's best option for maximizing the value of the property and maximizing the return to the Debtor's creditors and interest holders. James D. Greene, Esq., at Greene Infuso, LLP, in Las Vegas, represents the Debtor. The Debtor's CRO is Odyssey Capital Group, LLC. DETROIT, MI: Official Denies Report That City May Sell Cars ----------------------------------------------------------- Joseph Lichterman, writing for Reuters, reported that a Detroit official has dismissed as "lots of wild speculation" a story that Emergency Manager Kevyn Orr is considering the sale of the city's little-known collection of classic cars. "There is no proposed plan to sell any asset owned by the city," Bill Nowling, Orr's spokesman, said in an email on Thursday. That has not stopped heated debate over the prospect that Orr could approve the sale of assets, including works from the Detroit Institute of Arts, to satisfy the city's crushing debt obligations and avoid bankruptcy, the report said. Discussion now has shifted to the Detroit Historical Society's 62 classic cars, the report noted. The collection ranges from a 1905 Cadillac Osceola once owned by Cadillac founder Henry Leland to a 1984 Dodge Caravan and documents the automobile's long history in the city. A handful of the vehicles are on display at the society's Detroit Historical Museum or on loan to other institutions, but most sit in climate-controlled plastic bubbles in a warehouse along the Detroit River, the report added. DIGERATI TECHNOLOGIES: Employs Epiq as Claims and Noticing Agent ---------------------------------------------------------------- Digerati Technologies, Inc., sought and obtained approval from the U.S. Bankruptcy Court to employ Epiq Bankruptcy Solutions, LLC as the official noticing agent and possible balloting agent in this chapter 11 case. Jane Sullivan attests that her firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. Epiq, among other things, will provide these services: a. notifying all required parties of the filing of the chapter 11 petition discussed herein and of the setting of the first meeting of creditors, pursuant to section 341(a) of the Bankruptcy Code; b. notifying all required parties of any order limiting notice which may be entered by the Court; c. filing affidavits of service for all mailings, including a copy of each notice, a list of persons to whom such notice was mailed, and the date mailed. The Debtor has provided a $15,000 retainer to Epiq. The Debtor will pay the firm at these rates: CLAIM AND NOTICING RATES ------------------------ Title Rates ------ ----- Clerical/Administrative Support $35 to $50 Case Manager $60 to $95 IT/Programming $80 to $150 Senior Case Manager $100 to $140 Consultant $120 to $170 Senior Consultant $175 to $225 SOLICITATION, BALLOTING AND TABULATIONS SERVICES ------------------------------------------------- Title Rates ------ ----- Executive Vice President $325.00 Standard hourly rates and noticing fees apply for work done by all other associates. About Digerati Technologies Digerati Technologies, Inc., filed a Chapter 11 petition (Bankr. S.D. Tex. Case No. 13-33264) in Houston, on May 30, 2013. Digerati Technologies, Inc. -- http://www.digerati-inc.com-- is a provider of cloud communication services. The Stafford, Texas- based company said its principal assets are subsidiaries with operations in Fairview, Montana; Williams County, North Dakota; and San Antonio, Texas. The Debtor disclosed $60 million in assets and $62.5 million in liabilities as of May 29, 2013. Bankruptcy Judge Jeff Bohm oversees the case. Digerati is represented by Edward L. Rothberg, Esq., at Hoover Slovacek, LLP, in Houston. DYNEGY HOLDINGS: Plan Effectivity Deadline Moved Thru July 15 ------------------------------------------------------------- The deadline by which operating debtors Dynegy Northeast Generation, Inc.; Hudson Power, LLC, Dynegy Danskammer, LLC, and Dynegy Roseton, LLC L.L.C. must fully consummate their confirmed Plan have been further extended to July 15, 2013. The Operating Debtors are subsidiaries of Dynegy Inc. who obtained confirmation of their Joint Plan of Liquidation on March 15, 2013. As reported by The Troubled Company Reporter on March 12, 2013, the Plan, as amended, provides for (1) the full recovery Class 1 Priority Claims and Class 2 Secured Claims, (2) a 11% to 19% recovery for holders of Class 3 Gen. Unsecured Claims, (3) a 66% to 99% recovery for holders of Class 4 Convenience Claims, and (4) no recovery for holders of Class 6 Equity Interests in Dynegy Northeast. Recovery for Class 5 Lease GUC Claims is unknown. A copy of the latest version of the Amended Joint Liquidation Plan is available at: http://bankrupt.com/misc/DYNEGY_Subsidiaries'AmendedPlan_Mar08.pdf Brian J. Lohan, Esq., James F. Conlan, Esq., Paul S. Caruso, Esq., Joel G. Samuels, Esq., of Sidley Austin LLP, in New York, represent the Debtors. About Dynegy Through its subsidiaries, Houston, Texas-based Dynegy Inc. (NYSE: DYN) -- http://www.dynegy.com/-- produces and sells electric energy, capacity and ancillary services in key U.S. markets. The power generation portfolio consists of approximately 12,200 megawatts of baseload, intermediate and peaking power plants fueled by a mix of natural gas, coal and fuel oil. Dynegy Holdings LLC and four other affiliates of Dynegy Inc. sought Chapter 11 bankruptcy protection (Bankr. S.D.N.Y. Lead Case No. 11-38111) on Nov. 7, 2011, to implement an agreement with a group of investors holding more than $1.4 billion of senior notes issued by Dynegy's direct wholly-owned subsidiary, Dynegy Holdings, regarding a framework for the consensual restructuring of more than $4.0 billion of obligations owed by DH. If this restructuring support agreement is successfully implemented, it will significantly reduce the amount of debt on the Company's consolidated balance sheet. Dynegy Holdings disclosed assets of $13.77 billion and debt of $6.18 billion. Dynegy Inc. on July 6, 2012, filed a voluntary petition to reorganize under Chapter 11 (Bankr. S.D.N.Y. Case No. 12-36728) to effectuate a merger with Dynegy Holdings, pursuant to Holdings' Chapter 11 plan. Dynegy Holdings and its affiliated debtor-entities are represented in the Chapter 11 proceedings by Sidley Austin LLP as their reorganization counsel. Dynegy and its other subsidiaries are represented by White & Case LLP, who is also special counsel to the Debtor Entities with respect to the Roseton and Danskammer lease rejection issues. The financial advisor is FTI Consulting. The Official Committee of Unsecured Creditors in Holdings' cases has tapped Akin Gump Strauss Hauer & Feld LLP as counsel. Dynegy Holdings and its parent, Dynegy Inc., completed their Chapter 11 reorganization and emerged from bankruptcy Oct. 1, 2012. Under the terms of the DH/Dynegy Plan, DH merged with and into Dynegy, with Dynegy, Inc., remaining as the surviving entity. Dynegy Northeast Generation, Inc., Hudson Power, L.L.C., Dynegy Danskammer, L.L.C. and Dynegy Roseton, L.L.C., won confirmation of their plan of liquidation in March 2013, allowing the former operating units of Dynegy to consummate a settlement agreement resolving some lease trustee claims and sell their facilities. DYNEGY HOLDINGS: Progress Made by ICS in Danskammer Sale -------------------------------------------------------- Dynegy Danskammer L.L.C. and its affiliated debtors updated the U.S. Bankruptcy Court for the Southern District of New York on the status of the asset sale transaction of their plant assets near Newburgh, New York, known as the Danskammer facilities. The Operating Debtors previously obtained bankruptcy court authority to sell the Danskammer assets to ICS NY Holdings, LLC for $3.5 million. At a June 6 continued hearing, the parties identified three issues related to the closing of the Danskammer transaction. They are (1) discussions with the New York State Department of Environmental Conservation (NYSDEC) regarding Credit Support Agreements; (2) discussions with Taxing Authorities on tax obligations; and (3) station power issues with Central Hudson. In an emergency motion filed in late May 2013, the Operating Debtors sought to compel ICS to comply with the terms of the Danskammer APA. The Debtors asserted that they have expended enormous efforts to close the Danskammer transaction but ICS has refused based on its own failure to perform obligations that are its sole responsibility to perform -- namely, delivery of replacement Credit Support Agreements required under the APA, and payment of its portion of property taxes from and after Jan. 1, 2013. In response, ICS countered that it did not agree to deliver the Replacement Credit Support without reduction. ICS maintained that "the parties clearly contemplated that delivery of the ICS Letter of Credit might not be achievable by Closing and the inability of the parties to have the NYSDEC accept a reduced or alternative Replacement Credit Support constituted a failure of a condition precedent to Closing and not a default of a covenant." In a May 25, 2013 Order, Judge Cecelia G. Morris temporarily enjoined ICS from taking any action to terminate the Danskammer APA prior to the Court's consideration of the Debtors' Emergency Motion. In the June 13 Status Report, the Debtors disclosed that: -- ICS has satisfactorily addressed several of the NYSDEC's comments and progress has been made on the determination of a surety amount in relation to the Credit Support Agreements. However, ICS and the NYSDEC has not finally agreed on the surety amount; -- ICS and the Taxing Authorities have not reached an agreement on the outstanding tax obligations; and -- ICS has made significant progress on its station power issues with Central Hudson. ICS is in discussions with the purchaser of the Roseton Facility regarding certain administrative issues related to ICS' use of station power, if any. Closing of the Danskammer transaction is one of the prerequisites for the Operating Debtors to fully consummate the confirmed Chapter 11 Plan. Hearing on the Debtors' Emergency Motion to Compel has been adjourned to June 27, 2013. Brian J. Lohan, Esq., James F. Conlan, Esq., Paul S. Caruso, Esq., Joel G. Samuels, Esq., of Sidley Austin LLP, in New York, represent the Debtors. Todd E. Duffy, Esq., of Anderson Kill & Olick, P.C., in New York; and Jonathan Friedland, Esq. -- jfriedland@lplegal.com -- of Levenfeld Pearlstein, LLC, in Chicago, Illinois, represent ICS NY Holdings, LLC. About Dynegy Through its subsidiaries, Houston, Texas-based Dynegy Inc. (NYSE: DYN) -- http://www.dynegy.com/-- produces and sells electric energy, capacity and ancillary services in key U.S. markets. The power generation portfolio consists of approximately 12,200 megawatts of baseload, intermediate and peaking power plants fueled by a mix of natural gas, coal and fuel oil. Dynegy Holdings LLC and four other affiliates of Dynegy Inc. sought Chapter 11 bankruptcy protection (Bankr. S.D.N.Y. Lead Case No. 11-38111) on Nov. 7, 2011, to implement an agreement with a group of investors holding more than $1.4 billion of senior notes issued by Dynegy's direct wholly-owned subsidiary, Dynegy Holdings, regarding a framework for the consensual restructuring of more than $4.0 billion of obligations owed by DH. If this restructuring support agreement is successfully implemented, it will significantly reduce the amount of debt on the Company's consolidated balance sheet. Dynegy Holdings disclosed assets of $13.77 billion and debt of $6.18 billion. Dynegy Inc. on July 6, 2012, filed a voluntary petition to reorganize under Chapter 11 (Bankr. S.D.N.Y. Case No. 12-36728) to effectuate a merger with Dynegy Holdings, pursuant to Holdings' Chapter 11 plan. Dynegy Holdings and its affiliated debtor-entities are represented in the Chapter 11 proceedings by Sidley Austin LLP as their reorganization counsel. Dynegy and its other subsidiaries are represented by White & Case LLP, who is also special counsel to the Debtor Entities with respect to the Roseton and Danskammer lease rejection issues. The financial advisor is FTI Consulting. The Official Committee of Unsecured Creditors in Holdings' cases has tapped Akin Gump Strauss Hauer & Feld LLP as counsel. Dynegy Holdings and its parent, Dynegy Inc., completed their Chapter 11 reorganization and emerged from bankruptcy Oct. 1, 2012. Under the terms of the DH/Dynegy Plan, DH merged with and into Dynegy, with Dynegy, Inc., remaining as the surviving entity. Dynegy Northeast Generation, Inc., Hudson Power, L.L.C., Dynegy Danskammer, L.L.C. and Dynegy Roseton, L.L.C., won confirmation of their plan of liquidation in March 2013, allowing the former operating units of Dynegy to consummate a settlement agreement resolving some lease trustee claims and sell their facilities. EAST COAST BROKERS: Court Dismisses Chapter 11 Case --------------------------------------------------- The U.S. Bankruptcy Court on June 19 issued an order granting a motion to dismiss the chapter 11 cases of East Coast Brokers & Packers, Inc., et al. As reported in the Troubled Company Reporter on May 9, 2013, MLIC Asset Holdings LLC and MLIC CB Holdings LLC asked the Bankruptcy Court to appoint a Chapter 11 trustee, or, in the alternative, dismiss the Debtors' Chapter 11 cases. According to the MLIC entities, the Debtors, among other things had mishandled the potential rents from employees, failed to pay taxes, failed to maintain insurance, has inadequate security regarding the Debtors' personal and real property, and delayed the filing of schedules and reports required under the Bankruptcy Code. One day before the Court's order, on June 18, East Coast Brokers et al. filed papers with the Court seeking an extension until July 19, 2013, of the Debtors' deadline to file a Chapter 11 plan and disclosure statement. According to the docket, the Chapter 11 plan and disclosure statement are initially due July 5. Earlier in the case, the Court authorized East Coast Brokers et al., to employ Warren Averett LLC as certified public accountants. Warren Averett will, among other things, prepare the Debtors' federal and state tax returns and assist in the preparation of the Debtors' monthly operating reports. The hourly rates of Warren Averett's personnel are: Partner $300 Senior Manager $225 Manager $185 - $205 Senior $130 - $145 Associates $70 - $80 Supervisor $70 Warren Averett requires a $10,000 retainer before beginning the services. The retainer will be paid by Batista J. Madonia, III also known as Batista J. Madonia, Jr., a non-debtor. To the best of the Debtors' knowledge, Warren Averett is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code East Coast Brokers & Packers, Inc., along with four related entities, sought Chapter 11 protection (Bankr. M.D. Fla. Case No. 13-02894) in Tampa, Florida, on March 6, 2013. East Coast Brokers & Packers disclosed $12,663,307 in assets and $75,181,975 in liabilities as of the Chapter 11 filing. Scott A. Stichter, Esq., at Stichter, Riedel, Blain & Prosser, in Tampa, serves as counsel to the Debtors. An official committee of unsecured creditors has not been appointed in the case. EAST SLOPE: West Mountain Ski Resort Files Chapter 11 ----------------------------------------------------- Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that the owner of the West Mountain Ski Area near Glens Falls, New York, filed a petition for Chapter 11 protection (Bankr. N.D.N.Y. Case No. 13-bk-11572) on June 20 in Albany, New York. According to the report, the facility disclosed assets of $1.8 million and debt totaling $4.8 million, including $2.1 million in secured claims. Zions First National Bank was foreclosing. Apex Capital LLC intends either to recapitalize or buy the business, according to a court filing. The ski area is 53 miles (88 kilometers) north of Albany. EAST SLOPE: Case Summary & 20 Largest Unsecured Creditors --------------------------------------------------------- Debtor: East Slope Holdings, LP aka West Mountain Ski Area 59 West Mountain Road Queensbury, NY 12804 Bankruptcy Case No.: 13-11572 Chapter 11 Petition Date: June 20, 2013 Court: United States Bankruptcy Court Northern District of New York (Albany) About the Debtor: The company owns the West Mountain Ski Area near Glens Falls, New York. Debtor's Counsel: Richard L. Weisz, Esq. HODGSON RUSS LLP 677 Broadway Albany, NY 12207 Tel: (518) 465-2333 E-mail: Rweisz@hodgsonruss.com Scheduled Assets: $1,834,800 Scheduled Liabilities: $4,837,943 A copy of the Company's list of its 20 largest unsecured creditors, filed together with the petition, is available for free at http://bankrupt.com/misc/nynb13-11572.pdf The petition was signed by Spencer K. Montgomery, director of New Development. EASTERN HILLS COUNTRY CLUB: Files for Chapter 11 in Dallas ---------------------------------------------------------- Eastern Hills Country Club filed a bare-bones Chapter 11 petition (Bankr. N.D. Tex. Case No. 13-33123) in Dallas on June 21, 2013. The Debtor estimated at least $10 million in assets and less than $1 million in liabilities. According to Web site, http://www.easternhillscc.com,the Eastern Hills Country Club in Garland Texas, was established in 1954 and boasts a Ralph Plummer designed 18-hole golf course, 5,000 sq. foot putting green, practice facility, and driving range. The golf course has been home of the Texas Womens Open since 2011. David Harvey, as president, signed the Chapter 11 petition. EASTMAN KODAK: Court Approves Backstop Commitment Agreement ----------------------------------------------------------- The U.S. Bankruptcy Court for the Southern District of New York on June 25 determined that the Company's Disclosure Statement contains the information necessary to enable creditors to vote on the Plan of Reorganization. The Court on June 25 also approved Eastman Kodak Company's recently announced Backstop Commitment Agreement and Rights Offering, as well as an agreement with leading financial institutions J.P. Morgan Chase, Barclays Bank and Bank of America Merrill Lynch to arrange new exit financing and post-emergence facilities of up to $895 million. Following the June 25 approval of the Disclosure Statement, Kodak will commence the voting process on the Plan of Reorganization as outlined in the filings. The cornerstone investment, effected through the backstop of the $406 million Rights Offering, demonstrates market confidence in post-emergence Kodak, and will significantly strengthen the funding of Kodak's previously announced Plan of Reorganization. The rights offering will be fully backstopped by GSO Capital Partners, a subsidiary of The Blackstone Group, BlueMountain Capital Management, George Karfunkel, United Equities Commodities Company, and Contrarian Capital. The Rights Offering, combined with the comprehensive financing package, will enable Kodak, at emergence, to repay its secured creditors under the current senior and junior Debtor-in-Possession loan facilities in full, finance its exit from Chapter 11, and strengthen its capital structure for the future. "With the approval today of our Disclosure Statement, we look forward to seeking creditor votes for our Plan of Reorganization. An equity commitment from the backstop firms is a strong vote of confidence in Kodak's Plan of Reorganization and in the work we have undertaken during our restructuring," said Antonio M. Perez, Kodak's Chairman and Chief Executive Officer. "Taken together, the combination of the rights offering and the agreement to arrange new financing is extremely important as it enables us to repay the secured creditors; provides the company with a strong, stable capital structure; signals market and creditor confidence in post-emergence Kodak; and demonstrates our ability to generate value for our stakeholders by capitalizing on our leadership in the large and growing markets of commercial digital printing, packaging and functional printing." Jason New, Senior Managing Director of The Blackstone Group and Head of Distressed Investing for GSO Capital Partners, one of the world's largest credit-oriented alternative asset managers said, "GSO is excited about our strategic investment in Kodak. We have been impressed by Kodak's accomplishments under its restructuring, especially the resolution of significant legacy liabilities. We look forward to a renewed Kodak competing successfully again with market-leading technology and products in the commercial, packaging and functional printing markets it serves." 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. EASTMAN KODAK: KPP Global Settlement Approved --------------------------------------------- BankruptcyData reported that the U.S. Bankruptcy Court approved Eastman Kodak's motion for approving the KPP global settlement and procedures for the assumption and assignment of certain contracts and authorizing the Debtors' entry into agreements with respect to the transfer of the document imaging and personalized imaging businesses and use, license and lease of property of the estate in connection therewith. As previously reported, the settlement agreement provides, among other things, for the spin-off of Eastman Kodak's personalized imaging and document imaging businesses to KPP for cash and non- cash consideration of $650 million. Certain proceeds will be used to support the emergence of Eastman Kodak from Chapter 11 protection and the growth of its commercial imaging business, the report recalled. The agreement also settles approximately $2.8 billion of claims by KPP against Eastman Kodak and certain of its affiliates. 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. EMERITO ESTRADA: Sec. 341 Creditors' Meeting Set for July 12 ------------------------------------------------------------ The U.S. Trustee will convene a meeting of creditors pursuant to 11 U.S.C. 341(a) in the Chapter 11 case of Emerito Estrada Rivera Isuzu De PR Inc. on July 12, 2013, at 2:00 p.m. The meeting will be held at 341 Meeting Room, Ochoa Building, 500 Tanca Street, First Floor, San Juan. Proofs of claim are due in the case by Oct. 10, 2013. Government Proofs of claim are due by Dec. 9, 2013. Emerito Estrada Rivera Isuzu De PR Inc., a car dealer in Puerto Rico, filed a bare-bones Chapter 11 petition (Bankr. D.P.R. Case No. 13-04608) in Old San Juan, on June 4, 2013. Alexis Fuentes Hernandez, Esq., at Fuentes Law Offices, serves as counsel. The Debtor says its sole asset is a real property is worth $16.5 million. It has $8.68 million in liabilities, of which $8.1 million is secured. EQUITY MEDIA: Transfer of Retro Television Network "Fraudulent" --------------------------------------------------------------- Luken Communications LLC sought Chapter 11 bankruptcy protection on Sunday, June 23, in U.S. Bankruptcy Court in Chattanooga, Tenn., after its founder Henry Luken was slapped with a $47.4 million civil verdict Friday in a lawsuit involving another bankrupt company, Equity Media Holdings Corp. Mr. Luken was the former chairman and CEO of Equity Media. Gwen Moritz, writing for Arkansas Business, reports that a jury in U.S. District Judge Kristine G. Baker's court on Friday found that the 2008 transfer of Equity's Retro Television Network to Mr. Luken for $18.5 million "was a constructively fraudulent transfer," as alleged by Equity's Chapter 7 bankruptcy trustee. The jury awarded $47.4 million to the bankruptcy trustee, M. Randy Rice, on behalf of Equity's creditors. The complaint, filed in December 2010, two years after Equity slid into bankruptcy, alleges that the purchase price of $18.5 million was in stark contrast to a valuation of $115.8 million just seven months earlier. According to Ms. Moritz's report, Luken Communications' preliminary court documents indicate that Luken's business has assets of $10 million to $50 million and liability in the same range, with trustee Rice included among the creditors. The report says an emergency hearing is scheduled in bankruptcy court today, Wednesday, during which Luken Communications plans to ask permission to pay employees the wages they were due before the filing. "This Chapter 11 filing was prompted by proceedings in a bankruptcy case in Arkansas whereby a trustee in bankruptcy for Equity Media Holdings Corporation was seeking a large judgment relating to the purchase by Debtor [Luken Communications] of Retro Television Network from Equity Media Holdings Corporation," confirms an affidavit by Luken Communication's acting president and CEO, David Leach, according to the report. The report relates Little Rock, Ark., attorney Allison Rantisi Gladden, who represented Luken Communications in the Rice case, did not immediately respond to a phone call and email seeking comment. Gregory H. Bevel, Esq., the Dallas lawyer who represented Rice, the bankruptcy trustee, told Arkansas Business in an email that he was "fairly certain" that the $47.4 million verdict, if upheld on appeal, would be the largest fraudulent transfer jury verdict in Arkansas history. About Equity Media Little Rock, Arizona-based Equity Media Holdings Corp. -- http://www.emdaholdings.com/-- fka Equity Broadcasting Corporation, dba Coconut Palm Acquisition Corp. and Equity Broadcasting Corp., operated 121 television stations including 23 full power, 38 Class A and 60 low power stations. The Company was founded in 1998. The Company filed for Chapter 11 protection on Dec. 8, 2008 (Bankr. E. D. Ark. Case No. 08-17646). Patrick J. Neligan, Jr., Esq., at Neligan Foley LLP, in Dallas, Texas, and James F. Dowden, Esq., in Little Rock, Arizona, represented the Company in its restructuring effort. The Company listed assets of $100 million to $500 million, and debt of $50 million to $100 million. In June 2010, Bankruptcy Judge James G. Mixon approved Equity Media's motion to convert its Chapter 11 case to a chapter 7 liquidation. M. Randy Rice was named Chapter 7 bankruptcy trustee. FLINTKOTE COMPANY: Wants Until Nov. 30 to Propose Chapter 11 Plan ----------------------------------------------------------------- Flintkote Company and Flinkote Mines Limited ask the Bankruptcy Court to extend their exclusive periods to file a proposed Chapter 11 Plan until Nov. 30, 2013; and solicit acceptances for that Plan until Jan. 31, 2014, respectively. This is the Debtors' 25th motion for exclusivity extensions. The Court has granted 24 prior extensions of the exclusive periods. The Debtors relate that on Dec. 21, 2012, the Court entered its memorandum opinion overruling objections to the Amended Joint Plan of Reorganization, confirming Plan and recommending the affirmation of confirmation and of the so-called Section 524(g) injunction. On Jan. 4, 2013, Imperial Tobacco Canada Limited and certain of its wholly-owned subsidiaries, including Genstar Corporation, ("ITCAN") filed a notice of appeal from the confirmation opinion and the confirmation order, and the appeal is pending before the District Court. ITCAN and the Plan Proponents have each submitted all of their briefs, and the District Court has scheduled a hearing on July 31, to consider oral arguments concerning the appeal. According to the Debtors, the Plan Proponents' cooperative efforts to confirm a consensual plan will be protected by extending the exclusive periods. The Plan represents extensive negotiations between the Plan Proponents and their cooperative efforts to formulate a consensual plan of reorganization that successfully rehabilitates Flintkote and maximizes the pool of assets available to creditors. The Official Committee of Asbestos Personal Injury Claimants and the legal representative of future asbestos claimants support the relief sought. A July 1, 2013, hearing at 9 a.m. has been set. About The Flintkote Company Headquartered in San Francisco, California, The Flintkote Company is engaged in the business of manufacturing, processing and distributing building materials. Flintkote Mines Limited is a subsidiary of Flintkote Company and is engaged in the mining of base-precious metals. The Flintkote Company filed for Chapter 11 protection (Bankr. D. Del. Case No. 04-11300) on April 30, 2004. Flintkote Mines Limited filed for Chapter 11 relief (Bankr. D. Del. Case No. 04-12440) on Aug. 25, 2004. Kevin T. Lantry, Esq., Jeffrey E. Bjork, Esq., Dennis M. Twomey, Esq., Jeremy E. Rosenthal, Esq., and Christina M. Craige, Esq., at Sidley Austin, LLP, in Los Angeles; James E. O'Neill, Esq., and Laura Davis Jones, Esq., at Pachulski Stang Ziehl & Jones LLP, in Wilmington, Del., represent the Debtors in their restructuring efforts. Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, in New York, N.Y.; Peter Van N. Lockwood, Esq., Ronald E. Reinsel, Esq., at Caplin & Drysdale, Chartered, in Washington, D.C.; and Philip E. Milch, Esq., at Campbell & Levine, LLC, in Wilmington, Del., represent the Asbestos Claimants Committee as counsel. When Flintkote Company filed for protection from its creditors, it estimated more than $100 million each in assets and debts. When Flintkote Mines Limited filed for protection from its creditors, it estimated assets of $1 million to $50 million, and debts of more than $100 million. The Debtors' Chapter 11 cases have been re-assigned to Judge Mary F. Walrath in line with the recent retirement of former Bankruptcy Judge Judith Fiztgerald. FRIENDSHIP DAIRIES: Agstar Opposes Extension of Solicitation Pd. ---------------------------------------------------------------- AgStar Financial Service, FLCA, the duly appointment and acting loan servicer and power of attorney for McFinney Agrifinance, LLC, objects to Friendship Dairies' Third Motion to Extend Exclusivity Period. Agstar asserts that the Debtor's request should be denied so that the case can promptly convert to a Chapter 7. As reported in the June 20, 2013 edition of The Troubled Company Reporter, the Debtor asked the Bankruptcy Court to extend, for the third time, its exclusive period to solicit acceptances for the proposed Chapter 11 Plan until July 31, 2013. Agristar complains that the Debtor has consistently failed to meet its prior self-imposed deadlines to support its prior motions to extent the exclusivity period and has failed to meet deadlines in the case. "At this juncture, it is in the best interest of the estate for creditors to submit and gain confirmation of a creditor plan, including a plan of orderly liquidation," Agristar says. A hearing for July 11, 2013, at 1:30 p.m. has been scheduled for the Debtor's request. John O'Brien, Esq. -- jobrien@swlaw.com -- and Brian P. Gaffney, Esq. -- bgaffney@swlaw.com -- of Snell & Wilmer LLP, in Denver, Colorado, represent Agstar. About Friendship Dairies Friendship Dairies filed a Chapter 11 petition (Bankr. N.D. Tex. Case No. 12-20405) in Amarillo, Texas, on Aug. 6, 2012. The Debtor operates a dairy near Hereford, Deaf Smith County, Texas. The dairy consists of 11,000 head of cattle, fixtures and equipment. The Debtor also farms 5,000 acres of land for production of various crops used in feeding for the cattle. The Debtor owes McFinney Agri-Finance, LLC, $16 million secured by the Debtor's property, which is appraised at more than $24 million. The Debtor disclosed $44,421,851 in assets and $45,554,951 in liabilities as of the Chapter 11 filing. Bankruptcy Judge Robert L. Jones oversees the case. J. Bennett White, P.C., serves as the Debtor's counsel. The petition was signed by Patrick Van Adrichem, partner. The U.S. Trustee appointed a six-member creditors committee in the Debtor's case. The Committee tapped Levenfeld Pearlstein as lead counsel, and Mullin, Hoard & Brown as local counsel. FRIENDSHIP DAIRIES: Court Won't Reconsider Cash Collateral Order ---------------------------------------------------------------- The U.S. Bankruptcy Court for the Northern District of Texas denied Agstar Financial Services' Motion to reconsider or stay order authorizing use of cash collateral. By a previous order, the Court had authorized the Debtor to spend up to $325,000 of casualty insurance proceeds to complete two water wells that had been drilled prior to commencing bankruptcy proceedings. Agstar sought reconsideration of that ruling. The Court is of the impression that the Motion is moot. The Debtor has completed the two water wells as previously authorized by the Court. In doing so, the Debtor spent less than the Cout authorized. Furthermore, the Court stands by its prior ruling that the completion of the wells has enhanced the value of AgStar's collateral. At the hearing, Bennett White, Esq., appeared on behalf of the debtor, John O'Briaen, Esq., appeared on behalf of AgStar and Brad O'Dell appeared on behalf of the Unsecured Creditors' Committee. About Friendship Dairies Friendship Dairies filed a Chapter 11 petition (Bankr. N.D. Tex. Case No. 12-20405) in Amarillo, Texas, on Aug. 6, 2012. The Debtor operates a dairy near Hereford, Deaf Smith County, Texas. The dairy consists of 11,000 head of cattle, fixtures and equipment. The Debtor also farms 5,000 acres of land for production of various crops used in feeding for the cattle. The Debtor owes McFinney Agri-Finance, LLC, $16 million secured by the Debtor's property, which is appraised at more than $24 million. The Debtor disclosed $44,421,851 in assets and $45,554,951 in liabilities as of the Chapter 11 filing. Bankruptcy Judge Robert L. Jones oversees the case. J. Bennett White, P.C., serves as the Debtor's counsel. The petition was signed by Patrick Van Adrichem, partner. The U.S. Trustee appointed a six-member creditors committee in the Debtor's case. The Committee tapped Levenfeld Pearlstein as lead counsel, and Mullin, Hoard & Brown as local counsel. HAMPTON LAKE: Court OKs Clawson & Staubes as Committee Attorney --------------------------------------------------------------- The U.S. Bankruptcy Court for the District of South Carolina approved the application of Official Committee of Unsecured Creditors of Hampton Lake, LLC to retain J. Ronald Jones, Jr., Esq., of Clawson And Staubes, LLC, as attorney. As reported by The Troubled Company Reporter on June 18, 2013, Mr. Jones will, among other things, assist the Committee's investigation of the acts, conduct, assets, liabilities and financial condition of the Debtor, the operation of the Debtor's business and the desirability of the continuance of the business, and any other matter relevant to the case or to the formulation of the plan. Mr. Jones' hourly rate for services to be rendered is $350. Other Clawson professionals expected to render their services to the Debtor have hourly rates that range from $200 to $275. About Hampton Lake Hampton Lake, LLC, filed a Chapter 11 petition (Bankr. D. S.C. Case No. 13-02482) in Charleston, South Carolina on April 29, 2013. G. William McCarthy, Jr., Esq. and Daniel J. Reynolds, Jr., Esq., at McCarthy Law Firm, LLC, serve as counsel to the Debtor. The Debtor operates the Hampton Lake Subdivision in Bluffton, South Carolina. The Debtor disclosed $23.4 million in total assets and $48.4 million in liabilities in its schedules. As reported by the Troubled Company Reporter on May 7, 2013, Bill Rochelle, the bankruptcy columnist for Bloomberg News, reported that the Debtor has a Chapter 11 plan that contemplates selling the remaining 235 lots over the next three years to generate cash covering payments to creditors under the plan. The plan calls for paying about 88.5 percent of the first-lien debt by selling out the project in the next three years. The noteholders are slated for an 8.75 percent recovery. HERCULES OFFSHORE: S&P Rates $400MM Sr. Unsec. Notes Due 2021 'B' ----------------------------------------------------------------- Standard & Poor's Ratings Services said it assigned its 'B' issue- level rating (the same as the corporate credit rating) and '4' recovery rating to Hercules Offshore Inc.'s $400 million senior unsecured notes due 2021. The recovery rating indicates S&P's expectation of average recovery (30% to 50%) in the event of default. Hercules plans to issue $400 million of new unsecured notes. The company will use the note proceeds primarily to pay for the acquisition of the remaining shares of Discovery Offshore and to make final delivery payments for Discovery Offshore's two newbuild jack-up rigs. Concurrently, Hercules is also amending its revolver to increase the size from $75 million to $150 million and extend the maturity to 2018. S&P's ratings on Hercules reflect its participation in the highly volatile and competitive shallow-water drilling and marine services segments of the oil and gas industry. The ratings also incorporate S&P's expectation that operating performance will likely improve during the next year due to strong day rates in the U.S. Gulf of Mexico and international offshore segment for its jack-up rigs. The ratings also incorporate the company's high degree of financial leverage presently, which is expected to decline over the next year. RATING LIST Hercules Offshore Inc. Corporate credit rating B/Stable/-- New Ratings $400 million sr unsecd notes due 2021 B Recovery rating 4 HOSTESS BRANDS: Twinkies Set to Hit U.S. Shelves Again in July -------------------------------------------------------------- Daniel Kruger, writing for Bloomberg News, reported that Hostess Brands LLC, the bakery company emerging from a second bankruptcy proceeding in four years, is preparing to resume selling its iconic snack cake, the Twinkie, nationwide in the U.S. on July 15. The company, which filed for bankruptcy in January 2012 less than three years after emerging from a first filing, plans to revive its complete line of snack cakes, according to Hannah Arnold, a company spokeswoman. According to the report, Hostess is owned by Apollo Global Management LLC and C. Dean Metropoulos & Co., whose combined offer of as much as $410 million for company's snack-cake enterprise was the only one submitted during the bankruptcy process in March. The spongy yellow cakes went out of production, prompting bidding wars for boxes on auction sites like EBay. Other Hostess products include CupCakes, Ding Dongs and Ho Hos, the report noted. Hostess, founded in 1930, liquidated its brands, recipes, plants and other assets after failing to reach an agreement with striking bakers on concessions to help the company emerge from its second bankruptcy, the report related. The company emerged from an earlier bankruptcy in 2009 under the control of the buyout firm Ripplewood Holdings LLC and lenders, the report said. The company, previously known as Interstate Bakeries Corp., changed its name to Hostess Brands in October of that year. About Hostess Brands Hostess Brands Inc. -- known for iconic brands such as Butternut, Ding Dongs, Dolly Madison, Drake's, Home Pride, Ho Hos, Hostess, Merita, Nature's Pride, Twinkies and Wonder -- sought Chapter 11 bankruptcy protection early morning on Jan. 11, 2011 (Bankr. S.D.N.Y. Case Nos. 12-22051 through 12-22056) in White Plains, New York. Founded in 1930, the Irving, Texas-based company operated 36 bakeries, 565 distribution centers and 570 outlets in 49 states at the time of the filing. It disclosed assets of $982 million and liabilities of $1.43 billion as of the petition date. The bankruptcy filing was made two years after predecessors Interstate Bakeries Corp. and its affiliates emerged from bankruptcy (Bankr. W.D. Mo. Case No. 04-45814). In the new Chapter 11 case, Hostess hired Jones Day as bankruptcy counsel; Stinson Morrison Hecker LLP as general corporate counsel and conflicts counsel; Perella Weinberg Partners LP as investment bankers, FTI Consulting, Inc. to provide an interim treasurer and additional personnel for the Debtors, and Kurtzman Carson Consultants LLC as administrative agent. Matthew Feldman, Esq., at Willkie Farr & Gallagher, and Harry Wilson, the head of turnaround and restructuring firm MAEVA Advisors, represent the Teamsters union. Attorneys for The Bakery, Confectionery, Tobacco Workers and Grain Millers International Union and Bakery & Confectionery Union & Industry International Pension Fund are Jeffrey R. Freund, Esq., at Bredhoff & Kaiser, P.L.L.C.; and Ancela R. Nastasi, Esq., David A. Rosenzweig, Esq., and Camisha L. Simmons, Esq., at Fulbright & Jaworski L.L.P. The official committee of unsecured creditors selected New York law firm Kramer Levin Naftalis & Frankel LLP as its counsel. Tom Mayer and Ken Eckstein head the legal team for the committee. Hostess Brands in mid-November 2012 opted to pursue the orderly wind down of its business and sale of its assets after the Bakery, Confectionery, Tobacco and Grain Millers Union (BCTGM) commenced a nationwide strike. The Debtor failed to reach an agreement with BCTGM on contract changes. Hostess Brands said it intends to retain approximately 3,200 employees to assist with the initial phase of the wind down. Employee headcount is expected to decrease by 94% within the first 16 weeks of the wind down. The entire process is expected to be completed in one year. Hostess received court approval for sales raising about $800 million. Apollo Global Management LLC and C. Dean Metropoulos & Co. bought the snack cake business for $410 million. Flowers Foods Inc. took most of the bread business, including the Wonder bread brand for $360 million. Neither of the sales attracted competitive bidding. After an auction with competitive bidding, Mexican baker Grupo Bimbo SAB was given a green light to buy the Beefsteak rye bread business for $31.9 million. IGPS COMPANY: Sec. 341(a) Meeting of Creditors Set for July 10 -------------------------------------------------------------- Roberta A. DeAngelis, the U.S. Trustee for Region 3, will hold a meeting of creditors of iGPS Company LLC pursuant to Section 341(a) of the Bankruptcy Code on July 10, 2013, at 1:00 p.m. This is the first meeting of creditors under Section 341(a) of the Bankruptcy Code. The meeting offers creditors a one-time opportunity to examine the Debtors' representative under oath about the Debtors' financial affairs and operations that would be of interest to the general body of creditors. Attendance by the Debtor's creditors at the meeting is welcome, but not required. The meeting may be continued and concluded at a later date specified in a notice filed with the U.S. Bankruptcy Court for the District of Delaware. About iGPS Co. iGPS Company LLC filed a Chapter 11 bankruptcy petition (Bankr. D. Del. Case No. 13-11459) on June 4, 2013, to sell its assets to a group led by Balmoral Funds LLC, absent higher and better offers. iGPS Company -- http://www.igps.net-- is the first and only plastic pallet pooling rental and leasing company in the U.S. It offers plastic pallets with embedded radio frequency identification (RFID) tags. Founded in 2006, the company is headquartered in Orlando, Florida, and has a sales and innovation center in Bentonville, Arkansas. The Debtor estimated $100 million to $500 million in assets and liabilities in its Chapter 11 petition. According to the board resolution authorizing the bankruptcy, Pegasus IGPS LLC owns 12.55% of the company; iGPS Co-Investment LLC owns 18.75%; Kia VIII (iGPS Sub), LLC owns 30.74%; and KIA VIII iGPS Blocker, LLC, owns 12.27%. INSPIRATION BIOPHARMACEUTICALS: Needs 1 More Month for Plan ----------------------------------------------------------- Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that Inspiration Biopharmaceuticals Inc., which completed sales of the assets in February and March, will have a hearing in bankruptcy court June 26 for a one-month expansion of the exclusive right to propose a Chapter 11 plan. According to the report, the company said the complexity of purchase price allocations issues and tax problems are delaying the filing of a plan. In February Cangene Corp. paid $5.9 million cash and additional payments that could total another $50 million for a drug used in the treatment of hemophilia B. In March Baxter International Inc. completed the purchase of the principal product under a contract that might end up being worth as much as $700 million. 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. INTERSTATE BAKERIES: Rehearing Granted in Trademark Case -------------------------------------------------------- Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that all the judges on the U.S. Circuit Court of Appeals in St. Louis will take another look at the question of whether trademark licenses can be terminated in bankruptcy. The report recounts that in September a three-judge panel on the Eighth Circuit disagreed with a sister circuit court in Philadelphia and ruled that a license to uses a trademark is an executory contract which can be terminated using the rejection process. The September opinion didn't mention a July opinion from the appeals court in Chicago taking a different approach to trademark licenses in bankruptcy. The report relates that the St. Louis appeals court case involved the first bankruptcy reorganization of Interstate Brands Corp., renamed Hostess Brands Inc. In the first bankruptcy, the bankruptcy court decided that a trademark license was an executory contract and allowed the company to reject the license, depriving the buyer of the right to use the trademark. The district court affirmed. On appeal, the Eighth Circuit affirmed in a 2-1 opinion. The losing side made a motion for rehearing before all actives judges in the circuit. According to the report, the rehearing motion was granted last week. Oral argument before all circuit judges will take place Sept. 26. The appeal involves part of IBC's baking business sold to another baker years before the first bankruptcy. The report explains there was a trademark license agreement accompanying the asset purchase agreement. The license agreement gave the buyer a perpetual royalty-free use of specified trademarks in specified territory. The majority opinion by Circuit Judge Kermit E. Bye concluded that the license agreement was an executory contract that IBC could reject. Circuit Judge Steven M. Colloton dissented. Writing for the majority, Judge Bye declined to follow an opinion from June 2010 where the Third Circuit in Philadelphia decided on similar facts that a license agreement wasn't an executory contract and couldn't be rejected. The report relays that Judge Bye saw the Third Circuit case as involving different facts. In dissent, Colloton said that the transfer of the license was merely part of a larger sale of assets where IBC, the seller, had virtually no obligations remaining. The report notes that neither the majority nor the dissent discussed a decision in June 2012 written by Circuit Judge Frank Easterbrook in Chicago in a case involving the bankruptcy of Sunbeam Products Inc. Even if a trademark license was executory, Easterbrook said that rejection wouldn't prevent the buyer from continuing to use the mark. The 8th Circuit case is Lewis Brothers Bakeries Inc. v. Interstate Bakeries Corp. (In re Interstate Bakeries Corp.), 11-1850, 8th U.S. Circuit Court of Appeals (St. Louis). About Interstate Bakeries Interstate Bakeries Corporation was a wholesale baker and distributor of fresh-baked bread and sweet goods, under various national brand names, including Wonder(R), Baker's Inn(R), Merita(R), Hostess(R) and Drake's(R). Interstate Bakeries and eight of its subsidiaries and affiliates filed for chapter 11 protection on Sept. 22, 2004 (Bankr. W.D. Mo. Case No. 04-45814). J. Eric Ivester, Esq., and Samuel S. Ory, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, represented the Debtors in their restructuring efforts. When the Debtors filed for protection from their creditors, they disclosed $1,626,425,000 in total assets and $1,321,713,000 (excluding the $100,000,000 issue of 6% senior subordinated convertible notes due Aug. 15, 2014) in total debts. The Debtors first filed their Chapter 11 Plan and Disclosure Statement on Nov. 5, 2007. On Jan. 30, 2008, the Debtors received court approval of the disclosure statement explaining their first amended plan. IBC did not receive any qualifying alternative proposals for funding its plan in accordance with the court- approved alternative proposal procedures. The Debtors, on Oct. 4, 2008, filed another Plan, which contemplates IBC's emergence from Chapter 11 as a stand-alone company. The filing of the Plan was made in connection with the plan funding commitments, on Sept. 12, 2008, from an affiliate of Ripplewood Holdings L.L.C. and from Silver Point Finance, LLC, and Monarch Master Funding Ltd. On Dec. 5, 2008, the Bankruptcy Court confirmed IBC's Amended New Joint Plan of Reorganization. The plan was filed Oct. 31, 2008. The exit financings that form the basis for the Plan are reflected in corresponding debt and equity commitments. Interstate Bakeries emerged from Chapter 11 on Feb. 3, 2009. Upon emergence, the Company moved its headquarters from Kansas City, Missouri, to Dallas, Texas and changed the name to Hostess Brands Inc. A Creditors Trust was established under terms of the Debtors' confirmed Chapter 11 Plan. U.S. Bank National Association was appointed as Trustee. Hostess Brands Inc. sought Chapter 11 bankruptcy protection early morning on Jan. 11, 2011 (Bankr. S.D.N.Y. Case Nos. 12-22051 through 12-22056) in White Plains, New York. Now named Old HB Inc., the Debtor is liquidating the assets. Hostess received court approval for sales raising about $800 million. Apollo Global Management LLC and C. Dean Metropoulos & Co. bought the snack cake business for $410 million. Flowers Foods Inc. took most of the bread business, including the Wonder bread brand for $360 million. Neither of the sales attracted competitive bidding. After an auction with competitive bidding, Mexican baker Grupo Bimbo SAB was given a green light to buy the Beefsteak rye bread business for $31.9 million. K-V PHARMACEUTICAL: Sixth Amended Plan Filed -------------------------------------------- BankruptcyData reported that K-V Pharmaceutical filed with the U.S. Bankruptcy Court a Sixth Amended Joint Chapter 11 Plan of Reorganization and related Disclosure Statement. According to the Disclosure Statement, "The overall purpose of the Plan is to provide for the restructuring of the Debtors' liabilities in a manner designed to maximize recovery to stakeholders and to enhance the financial viability of the Reorganized Debtors. The Plan reflects an agreement and compromise (the 'Global Settlement') among the Debtors, the Creditors' Committee, the holders of at least 75% in dollar amount of the Class 3 Senior Secured Notes Claims, and the holders of approximately 97% in dollar amount of Class 6 Convertible Subordinated Notes Claims. Under this agreement and compromise: (a) each holder of an Allowed Senior Secured Notes Claim will receive its pro rata share of a Cash distribution in the amount of (i) $231,409,850 (i.e., the total amount of Senior Secured Notes Claims for prepetition principal and interest owing under the Senior Secured Notes less unamortized original issue discount); plus (ii) the amount of any postpetition interest and accreted original issue discount amount determined by the Bankruptcy Court to be owed to the holders of Senior Secured Notes under the subordination provisions of the Convertible Subordinated Notes Indenture (b) the Debtors' existing indebtedness under the DIP Credit Agreement will be paid in full in Cash; (c) the Debtors' existing indebtedness in respect of Convertible Subordinated Notes Claims will be cancelled and exchanged for 7% of the New Common Stock of Reorganized KV; and (d) each holder of an Allowed General Unsecured Claim against any Debtor shall receive Cash in an amount equal its Pro Rata Share of $10,250,000," the report related, citing court documents. About K-V Pharmaceutical K-V Pharmaceutical Company (NYSE: KVa/KVb) -- http://www.kvpharmaceutical.com/-- is a fully integrated specialty pharmaceutical company that develops, manufactures, markets, and acquires technology-distinguished branded and generic/non-branded prescription pharmaceutical products. The Company markets its technology distinguished products through ETHEX Corporation, a subsidiary that competes with branded products, and Ther-Rx Corporation, the company's branded drug subsidiary. K-V Pharmaceutical Company and certain domestic subsidiaries on Aug. 4, 2012, filed voluntary Chapter 11 petitions (Bankr. S.D.N.Y. Lead Case No. 12-13346, under K-V Discovery Solutions Inc.) to restructure their financial obligations. K-V employed Willkie Farr & Gallagher LLP as bankruptcy counsel, Williams & Connolly LLP as special litigation counsel, and SNR Denton as special litigation counsel. In addition, K-V tapped Jefferies & Co., Inc., as financial advisor and investment banker. Epiq Bankruptcy Solutions LLC is the claims and notice agent. The U.S. Trustee appointed five members to serve in the Official Committee of Unsecured Creditors. Kristopher M. Hansen, Esq., Erez E. Gilad, Esq., and Matthew G. Garofalo, Esq., at Stroock & Stroock & Lavan LLP, represent the Creditors Committee. Weil, Gotshal & Manges LLP's Robert J. Lemons, Esq., and Lori R. Fife, Esq., represent an Ad Hoc Senior Noteholders Group. KELLY RUTHERFORD: Actress Files for Chapter 7 Amid Custody Battle ----------------------------------------------------------------- CBS News reported that actress Kelly Rutherford has filed for bankruptcy in the wake of a public custody battle with her ex- husband Daniel Giersch. According to the report, TMZ first reported the news after obtaining documents that show Rutherford, who has paid roughly $1.5 million in legal fees, filed Chapter 7 in U.S. Bankruptcy Court in California last month. In the documents, the former "Gossip Girl" star said she has $2 million worth of debt, with a current monthly income of $1,279.33. Rutherford had been earning about $468,000 while working on the CW's "Gossip Girl," which had its series finale last fall, the report related. In August 2012, a Los Angeles judge ruled that the former couple's children, Hermes, 6, and Helena, 4, would live with Giersch in France, the report added. The German businessman has been barred from traveling to the U.S. because of a revoked visa. He now calls France home, so Rutherford has had to travel frequently to see her children because Giersch can't enter the U.S. The report further related that during an emotional visit to "The View" last September, Rutherford opened up about a recent visit with her children: "It's just been crazy. My little girl said 'I want to come home, Mama, I want to come back to New York.' My son, who's kind of been brainwashed that where he is is so much better, always says, 'Mama, I love you so much. You're in my heart.'" Rutherford and Giersch wed in 2006 and split two years later, the report added. KIDSPEACE CORP: Sec. 341(a) Meeting of Creditors Set for July 11 ---------------------------------------------------------------- Roberta A. DeAngelis, the U.S. Trustee for Region 3, will hold a meeting of creditors of KidsPeace Corporation and its debtor affiliates pursuant to Section 341(a) of the Bankruptcy Code on July 11, 2013, at 2:00 p.m., at 833 Chestnut Street, Suite 501, in Philadelphia, Pennsylvania. This is the first meeting of creditors under Section 341(a) of the Bankruptcy Code. The meeting offers creditors a one-time opportunity to examine the Debtors' representative under oath about the Debtors' financial affairs and operations that would be of interest to the general body of creditors. Attendance by the Debtor's creditors at the meeting is welcome, but not required. The meeting may be continued and concluded at a later date specified in a notice filed with the U.S. Bankruptcy Court for the District of Eastern District of Pennsylvania. About KidsPeace Corp. KidsPeace Corp., a provider of behavioral services for children, filed a petition for Chapter 11 reorganization (Bankr. E.D. Pa. Case No. 13-14508) on May 21, 2013, in Reading, Pennsylvania. KidsPeace operates a 96-bed pediatric psychiatric hospital in Orefield, Pennsylvania. Assets are $86.7 million, and debt on the books is $158.6 million, according to a court filing. The Debtor, which sought bankruptcy protection with 8 affiliates, tapped Norris McLaughlin & Marcus, P.A. as counsel; EisnerAmper LLP as financial advisor, and Rust Omni as claims and notice agent. Assets total $158,587,999 at the end of 2012. The Debtors owe approximately $56,206,821 in bond debt, and they have been told that their pension liability is allegedly about $100,000,000 of which the Debtors currently reflect $83,049,412 on their books. KidsPeace sought Chapter 11 (i) as a means to implement a negotiated restructuring of bond debt currently aggregating approximately $51,310,000 plus accrued interest to a reduced amount of approximately $24 million in new 30-year bonds with interest at 7.5 percent, and (ii) to continue on-going negotiations with the Pension Benefit Guaranty Corporation in hopes of reducing the PBGC asserted obligation of $100+ million to an amount that the Debtors can reasonably expect to satisfy. Since March of 2012, MK has been exploring possible affiliation or acquisition opportunities; however, no offer of an affiliation or acquisition has been presented to the Debtors. Gemino Healthcare Finance, LLC, the prepetition revolving lender, is represented by: PARKER, HUDSON, RAINER & DOBBS LLP James S. Rankin, Jr., Esq. 1500 Marquis Two Tower 285 Peachtree Center Avenue NE Atlanta, GA 30303 Phone: (404) 420-5560 E-mail: jrankin@phrd.com - and - WEIR & PARTNERS LLP Walter Weir, Jr., Esq. Fifth Floor, The Widener Building One South Penn Square Philadelphia, PA 19107-3519 Phone: (215) 241-7721 E-mail: wweir@weirpartners.com KIMBER RESOURCES: Gets NYSE MKT Listing Non-Compliance Notice ------------------------------------------------------------- Kimber Resources Inc. on June 25 disclosed that it has received a letter from the staff of the NYSE MKT LLC notifying the Company that it is not in compliance with the continued listing requirements set forth in Part 10 of the NYSE MKT Company Guide. The Exchange has given Kimber until July 19, 2013 to submit a plan outlining how it intends to bring itself into compliance with these requirements, and to complete a reverse stock split to increase its share price. Instead, Kimber has decided to submit written notice to the Exchange of its intention to voluntarily delist its common shares from the Exchange. Kimber further intends to file a Form 25 with the Securities Exchange Commission to complete the voluntary delisting of its common shares from the Exchange, which will become effective 10 days after the filing date. Kimber decided to take this action after concluding that the disadvantages of maintaining its listing on the Exchange outweigh the benefits to Kimber and its shareholders. Among the factors considered were the continued downward pressure on the trading price of Kimber's stock on the Exchange which the Company believes is a result of market manipulation in the United States; the ongoing costs and expenses, both, direct and indirect, associated with having Kimber's common stock listed on the Exchange; the costs and expenses of preparing the requested compliance plan; and the potential ineffectiveness of a reverse stock split to increase Kimber's share price in light of the continued unusual trading activity in Kimber's stock in the United States. As detailed in Kimber's news release of May 7, 2013, during the past two years, Kimber's management has identified repeated instances of unusual trading activity in Kimber's securities which management believes involves naked short selling of the Company's common stock on the Exchange as part of a market manipulation scheme. The Company has seen high volume selling at the beginning or end of the day on repeated occasions, though regulatory filings from the Company's significant shareholders have not shown substantial changes in their ownership of Kimber's common stock over the two year period. In addition, SEC Rule 201 has been triggered 35 times since March 2011 with the rule often being in effect for multiple days at time. These periods include a large number of trading days in March and April 2013. Kimber has repeatedly alerted the NYSE MKT, FINRA, IIROC, the British Columbia Securities Commission and the Securities and Exchange Commission to this continued unusual trading. Kimber's common stock will continue to be listed and traded on the Toronto Stock Exchange. Kimber does not believe that its shareholders in the United States will be materially prejudiced by a voluntary delisting from the Exchange since its U.S. shareholders will continue to be able to trade the common shares through the facilities of the TSX. About Kimber Headquartered in Vancouver, Canada, Kimber -- http://www.kimberresources.com-- owns mineral concessions covering in excess of 39,000 hectares in the prospective Sierra Madre gold-silver belt, including the Monterde property, where three gold-silver mineral resources have already been defined. The most advanced of these, the Carmen deposit, has been extensively drilled and has undergone detailed geologic modeling. The completion of the Updated Preliminary Economic Assessment for Monterde in 2011 represented a significant step forward for Kimber and supported further evaluation and more advanced economic studies at the Monterde deposits, with the 2012 Updated Mineral Resource Estimate Technical Report for the Carmen deposit representing a component of those activities. LENNY DYKSTRA: Released After Serving Bankruptcy Fraud Sentence --------------------------------------------------------------- The Associated Press reported that former All-Star outfielder Lenny Dykstra has been released from a California prison after serving time for bankruptcy fraud. According to the report, Dykstra, 50, who had a 12-year career with the New York Mets and Philadelphia Phillies, was freed, according to federal Bureau of Prisons records, but no other details were available. A message left for his attorney Christopher Dybwad was not immediately returned Friday. The report related that Dykstra was sentenced in December to 6-1/2 months in prison for hiding baseball gloves and other heirlooms from his playing days that were supposed to be part of his bankruptcy filing. He already had served seven months in custody awaiting sentencing. The prison term ran concurrently with a three-year sentence for pleading no contest to grand theft auto and providing a false financial statement, the report added. Dykstra, who bought a mansion once owned by hockey star Wayne Gretzky, filed for bankruptcy four years ago, claiming he owed more than $31 million and had only $50,000 in assets, the report recalled. About Lenny Dykstra Lenny Dykstra is a former Major League Baseball all-star player. He was center fielder for the New York Mets and Philadelphia Phillies. He filed for Chapter 11 bankruptcy protection (Bankr. C.D. Calif. Case No. 09-18409) on July 7, 2009, in Woodland Hills, California. The Law Office of M. Jonathan Hayes, in Northridge, California, represents the Debtor. The Debtor estimated up to $50,000 in assets and $10 million to $50 million in debts in his Chapter 11 petition. A Chapter 11 trustee was appointed in September 2009, and the case was converted to a liquidation in Chapter 7 on November 20, 2009. The trustee -- Arturo M. Cisneros -- was investigating the disposition of personal property both before and after the Chapter 11 filing. In August 2010, Mr. Cisneros stepped down as Chapter 7 trustee following issues with his failing to disclose the extent of his business with J.P. Morgan Chase & Co., which happens to be largest creditor in Mr. Dykstra's case. LIBERTY MEDICAL: Cash No Longer "Cash Collateral" ------------------------------------------------- The Bankruptcy Court has entered an order terminating the final cash collateral order issued in the Chapter 11 cases of ATLS Acquisition LLC and its affiliated debtors, saying the Debtors' cash is no longer "cash collateral". The major parties in the case have agreed though to continue certain cash reporting requirements and funding of the professional fee account, according to papers filed in Court on May 22. The Court in April entered an order approving a settlement between the Debtors and Alere, Inc. and Arriva Medical, LLC, that, among other things, allowed a secured claim in favor of Alere. The secured claim was satisfied in full on April 26 and therefore Alere's liens on the Debtors' assets have been released. The Debtors agree to continue providing the statutory creditors committee with cash flow and budget reports. The Debtors will also make weekly deposits in an account used to pay fees and expenses for retained professionals. About Liberty Medical Entities that own diabetics supply provider Liberty Medical led by ATLS Acquisition, LLC, sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 13-10262) on Feb. 15, 2013, just less than three months after a management buy-out and amid a notice by the lender who financed the transaction that it's exercising an option to acquire the business. Liberty has been in business for 22 years serving the needs of both type 1 and type 2 diabetic patients. Liberty is a mail order provider of diabetes testing supplies. In addition to diabetes testing supplies, the Debtors also sell insulin pumps and insulin pump supplies, ostomy, catheter and CPAP supplies and operate a large mail order pharmacy. Liberty operates in seven different locations and has 1,684 employees. Affiliated entities that filed for bankruptcy are ATLS Acquisition, LLC, FGST Investments, Inc., Polmedica Corporation, National Diabetic Medical Supply, L.L.C., Liberty Lane Development Company, Inc., Liberty Healthcare Group, Inc., Liberty Medical Supply, Inc., Liberty Healthcare Pharmacy of Nevada, LLC, Liberty Lane Condominium Association, Inc., and Liberty Marketplace, Inc. The Debtors' cases have been assigned to Judge Peter J. Walsh. The Debtors have tapped Greenberg Traurig, LLP as counsel; Ernst & Young LLP serves as restructuring advisers; Sunera LLC serves as independent accounts; and Epiq Bankruptcy Solutions, LLC, as claims and noticing agent. Co-Counsel to the Official Committee of Unsecured Creditors are: STEVENS & LEE, P.C. Joseph H. Huston, Jr., Esq. Maria Aprile Sawczuk, Esq. 1105 N. Market Street, Suite 700 Wilmington, DE 19801 Tel: (302) 425-3310 / 3306 Fax: (610) 371-7972 / 988-0838 E-mail: jhh@stevenslee.com masa@stevenslee.com - and - LOWENSTEIN SANDLER LLP Bruce Buechler, Esq. S. Jason Teele, Esq. Nicole Stefanelli, Esq. 65 Livingston Avenue Roseland, NJ 07068 Telephone: (973) 597-2500 Telecopier: (973) 597-2400 LIFE UNIFORM: Hires Morgan Joseph as Investment Banker ------------------------------------------------------ Life Uniform et al. ask the Bankruptcy Court for permission to employ Morgan Joseph TriArtisan LLC as investment banker to, among other things, provide financial advisory services and sale advisory services. The Debtor were to pay (and did pay) Morgan Joseph two monthly fees of $25,000 each. There are no further monthly fees, and monthly fees are credited once against sale transaction fee. The firm will be paid a sale transaction fee at the closing of a sale transaction. The transaction fee will be equal to: (a) 2.5 percent of the aggregate gross consideration -- AGC -- up to and including $16.5 million of AGC plus (b) 3.5 percent of the AGC of the sale transaction between $16.5 million and $22 million in excess of $16.5 million plus (c) 4 percent of the AGC of the sale transaction in excess of $22 million. The firm received roughly $58,000 from the Debtors during the 90- day period prior to the bankruptcy filing date. The firm's Alex C. Fisch attests that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. About Life Uniform Life Uniform was founded in 1965 when Angelica Corporation decided to enter the retail uniform industry. The first Life Uniform store opened in 1965 in Clayton, Missouri. At present, Life Uniform is the nation's largest independently owned medical professional supplier. Sun Uniform LLC acquired Life Uniform in July 2004. Since the acquisition by Sun the company addressed sagging profitability and overhead issues and quickly drove increases in profitability through a combination of store rationalization and sensible corporate overhead initiatives. However, recent performance has been declining in terms of revenue. This is due to the company's liquidity issues, which prevented the company from completing its e-commerce system upgrade, encourage better pricing from vendors, and maintain sufficient capital. Life Uniform Holding Corp., Healthcare Uniform Company, Inc., and Uniform City National Inc. filed Chapter 11 petitions (Bankr. D. Del. Case Nos. 13-11391 to 13-11393) on May 29, 2013. The petitions were signed by Bryan Graiff, COO, CFO, VP, secretary, and treasurer. The lead debtor estimated assets and debts of at least $10 million. The company has signed a deal to sell all assets to Scrubs and Beyond, LLC for $22.625 million, absent higher and better offers at a court-sanctioned auction in July. First lien lender CapitalSource Finance LLC is owed on a $11.5 million revolver and $26 million term loan. CapitalSource is represented by Brian T. Rice, Esq. -- brice@brownrudnick.com -- at Brown Rudnick LLP; and Jeffrey C. Wisler, Esq. -- jwisler@connollygallagher.com -- at Connolly Gallagher LLP. Sun Uniforms Finance LLC is owed $6.1 million in principal on a second lien note and holds two additional notes, each in the original principal of $1.08 million. Angelica Corp. holds an unsecured junior subordinate not in the principal amount of $5.48 million. Klehr Harrison Harvey Branzburg, LLP, serves as the Debtors' counsel. Epiq Bankruptcy Solutions acts as the Debtors' claims and noticing agent. The Debtors' financial advisor is Capstone Advisory Group, LLC. LIFE UNIFORM: Hires Epiq Bankruptcy as Administrative Agent ----------------------------------------------------------- Life Uniform asks the U.S. Bankruptcy Court for authority to employ Epiq Bankruptcy Solutions LLC as administrative agent. The firm, will among other things, provide these services: a. assisting with, among other things, solicitation, balloting, and tabulation and calculation of votes, as well as preparing any appropriate reports, as required in furtherance of confirmation of plan(s) of reorganization; b. generating an official ballot certification and testifying, if necessary, in support of the ballot tabulation results; and c. generating, providing, and assisting with claims objections, exhibits, claims reconciliation, and related matters. Todd W. Wuertz attests that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. About Life Uniform Life Uniform was founded in 1965 when Angelica Corporation decided to enter the retail uniform industry. The first Life Uniform store opened in 1965 in Clayton, Missouri. At present, Life Uniform is the nation's largest independently owned medical professional supplier. Sun Uniform LLC acquired Life Uniform in July 2004. Since the acquisition by Sun the company addressed sagging profitability and overhead issues and quickly drove increases in profitability through a combination of store rationalization and sensible corporate overhead initiatives. However, recent performance has been declining in terms of revenue. This is due to the company's liquidity issues, which prevented the company from completing its e-commerce system upgrade, encourage better pricing from vendors, and maintain sufficient capital. Life Uniform Holding Corp., Healthcare Uniform Company, Inc., and Uniform City National Inc. filed Chapter 11 petitions (Bankr. D. Del. Case Nos. 13-11391 to 13-11393) on May 29, 2013. The petitions were signed by Bryan Graiff, COO, CFO, VP, secretary, and treasurer. The lead debtor estimated assets and debts of at least $10 million. The company has signed a deal to sell all assets to Scrubs and Beyond, LLC for $22.625 million, absent higher and better offers at a court-sanctioned auction in July. First lien lender CapitalSource Finance LLC is owed on a $11.5 million revolver and $26 million term loan. CapitalSource is represented by Brian T. Rice, Esq., at Brown Rudnick LLP; and Jeffrey C. Wisler, Esq., at Connolly Gallagher LLP. Sun Uniforms Finance LLC is owed $6.1 million in principal on a second lien note and holds two additional notes, each in the original principal of $1.08 million. Angelica Corp. holds an unsecured junior subordinate not in the principal amount of $5.48 million. Klehr Harrison Harvey Branzburg, LLP, serves as the Debtors' counsel. Epiq Bankruptcy Solutions acts as the Debtors' claims and noticing agent. The Debtors' financial advisor is Capstone Advisory Group, LLC. LIFE UNIFORM: Cooley LLP and Cousins Chipman to Represent Panel --------------------------------------------------------------- The official committee of unsecured creditors in the Chapter 11 cases of Life Uniform et al. is being represented by: Jay R. Indyke, Esq. Cathy Hershcopf, Esq. Seth Van Aalten, Esq. COOLEY LLP 1114 A venue of the Americas New York, NY 10036 Telephone: (212) 479-6000 Facsimile: (212) 479-6275 E-mail: jindyke@cooley.com chershcopf@cooley.com svanaalten@cooley.com - and - William E. Chipman, Jr., Esq. Ann M. Kashishian, Esq. COUSINS CHIPMAN & BROWN, LLP 1007 North Orange Street, Suite 1110 Wilmington, DE 19801 Telephone: (302) 295-0191 Facsimile: (302) 295-0199 E-mail: chipman@ccbllp.com kashishian@ccbllp.com About Life Uniform Life Uniform was founded in 1965 when Angelica Corporation decided to enter the retail uniform industry. The first Life Uniform store opened in 1965 in Clayton, Missouri. At present, Life Uniform is the nation's largest independently owned medical professional supplier. Sun Uniform LLC acquired Life Uniform in July 2004. Since the acquisition by Sun the company addressed sagging profitability and overhead issues and quickly drove increases in profitability through a combination of store rationalization and sensible corporate overhead initiatives. However, recent performance has been declining in terms of revenue. This is due to the company's liquidity issues, which prevented the company from completing its e-commerce system upgrade, encourage better pricing from vendors, and maintain sufficient capital. Life Uniform Holding Corp., Healthcare Uniform Company, Inc., and Uniform City National Inc. filed Chapter 11 petitions (Bankr. D. Del. Case Nos. 13-11391 to 13-11393) on May 29, 2013. The petitions were signed by Bryan Graiff, COO, CFO, VP, secretary, and treasurer. The lead debtor estimated assets and debts of at least $10 million. The company has signed a deal to sell all assets to Scrubs and Beyond, LLC for $22.625 million, absent higher and better offers at a court-sanctioned auction in July. First lien lender CapitalSource Finance LLC is owed on a $11.5 million revolver and $26 million term loan. CapitalSource is represented by Brian T. Rice, Esq., at Brown Rudnick LLP; and Jeffrey C. Wisler, Esq., at Connolly Gallagher LLP. Sun Uniforms Finance LLC is owed $6.1 million in principal on a second lien note and holds two additional notes, each in the original principal of $1.08 million. Angelica Corp. holds an unsecured junior subordinate not in the principal amount of $5.48 million. Klehr Harrison Harvey Branzburg, LLP, serves as the Debtors' counsel. Epiq Bankruptcy Solutions acts as the Debtors' claims and noticing agent. The Debtors' financial advisor is Capstone Advisory Group, LLC. LUKEN COMMUNICATIONS: Files Bankruptcy After $47.4MM Jury Verdict ----------------------------------------------------------------- Luken Communications, LLC, filed a bare-bones Chapter 11 petition (Bankr. E.D. Tenn. Case No. 13-bk-13069) on June 23 in its home- town in Chattanooga, Tennessee. The Debtor estimated at least $10 million in assets and liabilities. The Debtor is required to submit the formal schedules of assets and liabilities and statement of financial affairs by July 8. The Debtor must submit a Chapter 11 plan and explanatory disclosure statement by Oct. 21, 2013. Governmental entities are required to submit proofs of claim by Dec. 20, 2013. Luken Communications sought Chapter 11 bankruptcy protection on Sunday, June 23, in U.S. Bankruptcy Court in Chattanooga, Tenn., after its founder Henry Luken was slapped with a $47.4 million civil verdict Friday in a lawsuit involving another bankrupt company, Equity Media Holdings Corp. Mr. Luken was the former chairman and CEO of Equity Media. Gwen Moritz, writing for Arkansas Business, reports that a jury in U.S. District Judge Kristine G. Baker's court on Friday found that the 2008 transfer of Equity's Retro Television Network to Mr. Luken for $18.5 million "was a constructively fraudulent transfer," as alleged by Equity's Chapter 7 bankruptcy trustee. The jury awarded $47.4 million to the bankruptcy trustee, M. Randy Rice, on behalf of Equity's creditors. The complaint, filed in December 2010, two years after Equity slid into bankruptcy, alleges that the purchase price of $18.5 million was in stark contrast to a valuation of $115.8 million just seven months earlier. The Debtor is represented by James A. Fields, Esq., at Fields & Moss, P.C. The report says an emergency hearing is scheduled in bankruptcy court today, Wednesday, during which Luken Communications plans to ask permission to pay employees the wages they were due before the filing. "This Chapter 11 filing was prompted by proceedings in a bankruptcy case in Arkansas whereby a trustee in bankruptcy for Equity Media Holdings Corporation was seeking a large judgment relating to the purchase by Debtor [Luken Communications] of Retro Television Network from Equity Media Holdings Corporation," confirms an affidavit by Luken Communication's acting president and CEO, David Leach, according to the report. The report relates Little Rock, Ark., attorney Allison Rantisi Gladden, who represented Luken Communications in the Rice case, did not immediately respond to a phone call and email seeking comment. Gregory H. Bevel, Esq., the Dallas lawyer who represented Rice, the bankruptcy trustee, told Arkansas Business in an email that he was "fairly certain" that the $47.4 million verdict, if upheld on appeal, would be the largest fraudulent transfer jury verdict in Arkansas history. About Equity Media Little Rock, Arizona-based Equity Media Holdings Corp. -- http://www.emdaholdings.com/-- fka Equity Broadcasting Corporation, dba Coconut Palm Acquisition Corp. and Equity Broadcasting Corp., operated 121 television stations including 23 full power, 38 Class A and 60 low power stations. The Company was founded in 1998. The Company filed for Chapter 11 protection on Dec. 8, 2008 (Bankr. E. D. Ark. Case No. 08-17646). Patrick J. Neligan, Jr., Esq., at Neligan Foley LLP, in Dallas, Texas, and James F. Dowden, Esq., in Little Rock, Arizona, represented the Company in its restructuring effort. The Company listed assets of $100 million to $500 million, and debt of $50 million to $100 million. In June 2010, Bankruptcy Judge James G. Mixon approved Equity Media's motion to convert its Chapter 11 case to a chapter 7 liquidation. M. Randy Rice was named Chapter 7 bankruptcy trustee. MAIN STREET: Being Sold to Founder and Shareholders --------------------------------------------------- Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that Daily Voice was given authorization from the bankruptcy court on June 21 to sell news websites for 41 communities in Westchester County, New York, and Fairfield County, Connecticut. The business was sold to founder Carll Tucker and two shareholders for $800,000, including $100,000 cash. There were no competing bids at auction. About Main Street Main Street Connect LLC, the owner of the Daily Voice news website for 41 communities in Westchester County, New York, and Fairfield County, Connecticut, filed a Chapter 11 petition (Bankr. S.D.N.Y. Case No. 13-22729). The business disclosed assets of $395,000 and liabilities totaling $877,000, including $550,000 in secured debt. Daily Voice was facing a lawsuit by workers alleging violation of the federal Fair Labor Standards Act. The lawsuit, which is pending, had cost $500,000 in fees and precluded raising more financing. MEDIA GENERAL: S&P Raises CCR to 'B' & Revises Outlook to Positive ------------------------------------------------------------------ Standard & Poor's Ratings Services raised its corporate credit rating on Richmond, Va.-based local TV broadcaster Media General Inc. to 'B' from 'B-'. S&P also revised the rating outlook to positive from stable. At the same time, S&P raised the issue-level rating on the company's senior secured notes to 'B' from 'B-'. S&P's recovery rating on this debt remains unchanged at '3', indicating its expectation for meaningful (50% to 70%) recovery for noteholders in the event of a payment default. "The rating action reflects our view that the announced merger improves the company's station profile and will result in lower leverage and higher cash flow," said Standard & Poor's credit analyst Jeanne Shoesmith. S&P views Media General's business risk profile as "fair" based on its position as a midsize broadcaster diversified by network affiliation, along with its below average EBITDA margin compared with peers due to a lack of duopoly markets. S&P assess Media General's financial risk profile as "highly leveraged" based on leverage of over 5x. As of March 31, 2013, the company had leverage of 7.2x and interest coverage of 1.3x (not including the impact of the Young merger). Pro forma for the merger and the indicated $900 million debt refinancing, the company had adjusted leverage of about 5x (6.5x on a trailing- eight-quarter average basis). The combined company will operate a portfolio of 30 TV stations, with NBC, CBS, and ABC affiliates generating the majority of the revenue. The addition of the Young stations will increase the company's footprint beyond the Southeast region of the U.S., although it brings a large, underperforming independent station, KRON. The company's advertising revenue is highly sensitive to economic downturns and election cycles. EBITDA can rise and drop by as much as 25% with election cycles. Media General's EBITDA margin, at 29% in the 12 months ended March 31, 2013, lags its peers'. Despite the company's major network affiliations, its business is subject to long-term secular trends of fragmenting viewership and increasing audience engagement with Internet-based entertainment. In addition, S&P expects efforts to improve KRON's performance will absorb management attention. At the same time, retransmission revenue from pay-TV providers has boosted margins in recent years. S&P views the sale of the company's newspapers in 2012 as an improvement in Media General's business risk profile given the secular risks to and lower margins of the former newspaper operations, even though it resulted in less business diversity. S&P assess Media General's management and governance as "fair." METRO FUEL: NYCB Seeks Ch.7 Conversion, Cites Admin. Insolvency --------------------------------------------------------------- New York Commercial Bank has filed an amended motion, seeking conversion of Metro Fuel Oil Corp., et al.'s chapter 11 cases to cases under chapter 7. NYCB says that after a long, expensive and disappointing sale process, which yielded far less than what the Debtors projected at the outset of these cases, and which cost millions of dollars, the Debtors' estates have been left administratively insolvent, with no viable method of exit other than conversion to chapter 7. According to NYCB, the Debtors' assets have been liquidated, and the estates now essentially consist of approximately $15 million in cash and certain potential causes of action. All of the cash on hand and other assets are encumbered by the liens of NYCB and the Debtors' other secured creditors. Indeed, even the Debtors' previously unencumbered property and the proceeds thereof are now NYCB's collateral by virtue of NYCB's adequate protection liens. NYCB notes that under well-settled case law, administrative insolvency constitutes "cause" for conversion to chapter 7. The estate holds no unencumbered cash. Yet, there are more than $4.5 million of asserted Sec. 503(b)(9) claims against the Debtors' estates, plus additional postpetition administrative expense claims that would need to be satisfied for a plan to be confirmed and go effective. Attorneys for New York Commercial Bank can be reached at: William M. Hawkins, Esq. Daniel B. Besikof, Esq. LOEB & LOEB LLP 345 Park Avenue New York, NY 10154 Tel: (212) 407-4000 Fax: (212) 407-4990 About Metro Fuel Metro Fuel Oil Corp., is a family-owned energy company, founded in 1942, that supplies and delivers bioheat, biodiesel, heating oil, central air conditioning units, ultra low sulfur diesel fuel, natural gas and gasoline throughout the New York City metropolitan area and Long Island. Owned by the Pullo family, Metro has 55 delivery trucks and a 10 million-gallon fuel terminal in Brooklyn. Financial problems resulted in part from cost overruns in building an almost-complete biodiesel plant with capacity of producing 110 million gallons a year. Based in Brooklyn, New York, Metro Fuel Oil Corp., fka Newtown Realty Associates, Inc., and several of its affiliates filed for Chapter 11 bankruptcy protection (Bankr. E.D.N.Y. Lead Case No. 12-46913) on Sept. 27, 2012. Judge Elizabeth S. Stong presides over the case. Nicole Greenblatt, Esq., at Kirkland & Ellis LLP, represents the Debtor. The Debtor selected Epiq Bankruptcy Solutions LLC as notice and claims agent. Th Debtor tapped Carl Marks Advisory Group LLC as financial advisor and investment banker, Curtis, Mallet-Prevost, Colt & Mosle LLP as co-counsel, AP Services, LLC as crisis managers for the Debtors, and appoint David Johnston as their chief restructuring officer. The petition showed assets of $65.1 million and debt totaling $79.3 million. Liabilities include $58.8 million in secured debt, with $48.3 million owing to banks and $10.5 million on secured industrial development bonds. Metro Terminals Corp., affiliate of Metro Fuel Oil Corp., disclosed $38,613,483 in assets and $71,374,410 in liabilities as of the Chapter 11 filing. The U.S. Trustee appointed seven-member creditors committee. Kelley Drye & Warren LLP represents the Committee. The Committee tapped FTI Consulting, Inc. as its financial advisor. On Feb. 15, 2013, the Bankruptcy Court entered an order approving the sale of substantially all of the assets of the Debtors to United Refining Energy Corp., for base purchase price of $27,000,000, subject to adjustments. METRO FUEL: Otterbourg's Cyganowski to Serve as Mediator -------------------------------------------------------- Metro Fuel Oil Corp. et al. and Antonio Velasquez Jr. have agreed to submit certain unresolved issues to mediation. In December 2012, Mr. Velasquez filed a motion for relief from the automatic stay, seeking to continue certain litigation proceedings pending in the Eastern District of New York against certain of the Debtors. With the consent of the parties, the Bankruptcy Court directed the parties to contact Melanie Cyganowski, Esq., partner at Otterbourg, Steindler, Houston & Rosen, P.C., 230 Park Avenue, New York, NY 10169-0075, who shall serve as the pro bono mediator in this matter. On or before June 28, the parties will submit a stipulation and mediation order, which authorizes the appointment of Ms. Cyganowksi and sets forth the terms of the mediation. The initial mediation session will be held by July 10, 2013. About Metro Fuel Metro Fuel Oil Corp., is a family-owned energy company, founded in 1942, that supplies and delivers bioheat, biodiesel, heating oil, central air conditioning units, ultra low sulfur diesel fuel, natural gas and gasoline throughout the New York City metropolitan area and Long Island. Owned by the Pullo family, Metro has 55 delivery trucks and a 10 million-gallon fuel terminal in Brooklyn. Financial problems resulted in part from cost overruns in building an almost-complete biodiesel plant with capacity of producing 110 million gallons a year. Based in Brooklyn, New York, Metro Fuel Oil Corp., fka Newtown Realty Associates, Inc., and several of its affiliates filed for Chapter 11 bankruptcy protection (Bankr. E.D.N.Y. Lead Case No. 12-46913) on Sept. 27, 2012. Judge Elizabeth S. Stong presides over the case. Nicole Greenblatt, Esq., at Kirkland & Ellis LLP, represents the Debtor. The Debtor selected Epiq Bankruptcy Solutions LLC as notice and claims agent. Th Debtor tapped Carl Marks Advisory Group LLC as financial advisor and investment banker, Curtis, Mallet-Prevost, Colt & Mosle LLP as co-counsel, AP Services, LLC as crisis managers for the Debtors, and appoint David Johnston as their chief restructuring officer. The petition showed assets of $65.1 million and debt totaling $79.3 million. Liabilities include $58.8 million in secured debt, with $48.3 million owing to banks and $10.5 million on secured industrial development bonds. Metro Terminals Corp., affiliate of Metro Fuel Oil Corp., disclosed $38,613,483 in assets and $71,374,410 in liabilities as of the Chapter 11 filing. The U.S. Trustee appointed seven-member creditors committee. Kelley Drye & Warren LLP represents the Committee. The Committee tapped FTI Consulting, Inc. as its financial advisor. On Feb. 15, 2013, the Bankruptcy Court entered an order approving the sale of substantially all of the assets of the Debtors to United Refining Energy Corp., for base purchase price of $27,000,000, subject to adjustments. MF GLOBAL: CFTC to Sue Corzine, Ex-Assist. Treasurer O'Brien ------------------------------------------------------------ Aaron Lucchetti, Julie Steinberg and Jamila Trindle, writing for The Wall Street Journal's Money Beat, reports that the Commodity Futures Trading Commission has told Edith O'Brien, a former assistant treasurer at MF Global Holdings Ltd., that it might bring a civil enforcement case against her, according to people familiar with the matter. The report notes Ms. O'Brien, a key figure during the final days of the bankrupt securities firm, received a warning known as a Wells notice from the CFTC indicating she might be the target of a civil enforcement action. That could happen as soon as this week, though there is a chance a suit won't be filed at all, one person familiar with the case said. The report also relates the CFTC is preparing a civil suit against former MF Global CEO Jon S. Corzine. The enforcement division of the CFTC told lawyers for Mr. Corzine that it would recommend bringing a case against him as early as this week, according to people familiar with the matter. The report notes a lawyer for Ms. O'Brien and a spokesman for the CFTC declined to comment. About MF Global New York-based MF Global -- http://www.mfglobal.com/-- was one of the world's leading brokers of commodities and listed derivatives. MF Global provides access to more than 70 exchanges around the world. The firm also was one of 22 primary dealers authorized to trade U.S. government securities with the Federal Reserve Bank of New York. MF Global's roots go back nearly 230 years to a sugar brokerage on the banks of the Thames River in London. On Oct. 31, 2011, MF Global Holdings Ltd. and MF Global Finance USA Inc. filed voluntary Chapter 11 petitions (Bankr. S.D.N.Y. Case Nos. 11-15059 and 11-5058), after a planned sale to Interactive Brokers Group collapsed. As of Sept. 30, 2011, MF Global had $41,046,594,000 in total assets and $39,683,915,000 in total liabilities. On Nov. 7, 2011, the United States Trustee appointed the statutory creditors' committee in the Debtors' cases. At the behest of the Statutory Creditor's Committee, the Court directed the U.S. Trustee to appoint a chapter 11 trustee. On Nov. 28, 2011, the Bankruptcy Court entered an order approving the appointment of Louis J. Freeh, Esq., of Freeh Group International Solutions, LLC, as Chapter 11 trustee. On Dec. 19, 2011, MF Global Capital LLC, MF Global Market Services LLC and MF Global FX Clear LLC filed voluntary Chapter 11 petitions (Bankr. S.D.N.Y. Case Nos. 11-15808, 11-15809 and 11-15810). On Dec. 27, the Court entered an order installing Mr. Freeh as Chapter 11 Trustee of the New Debtors. On March 2, 2012, MF Global Holdings USA Inc. filed a voluntary Chapter 11 petition (Bankr. S.D.N.Y. Case No. 12-10863), and Mr. Freeh also was installed as its Chapter 11 Trustee. Judge Honorable Martin Glenn presides over the Chapter 11 case. J. Gregory Milmoe, Esq., Kenneth S. Ziman, Esq., and J. Eric Ivester, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, serve as bankruptcy counsel. The Garden City Group, Inc., serves as claims and noticing agent. The petition was signed by Bradley I. Abelow, Executive Vice President and Chief Executive Officer of MF Global Finance USA Inc. The Chapter 11 Trustee has tapped (i) Freeh Sporkin & Sullivan LLP, as investigative counsel; (ii) FTI Consulting Inc., as restructuring advisors; (iii) Morrison & Foerster LLP, as bankruptcy counsel; and (iv) Pepper Hamilton as special counsel. The Official Committee of Unsecured Creditors has retained Capstone Advisory Group LLC as financial advisor, while lawyers at Proskauer Rose LLP serve as counsel. The Securities Investor Protection Corporation commenced liquidation proceedings against MF Global Inc. to protect customers. James W. Giddens was appointed as trustee pursuant to the Securities Investor Protection Act. He is a partner at Hughes Hubbard & Reed LLP in New York. Jon Corzine, the former New Jersey governor and co-CEO of Goldman Sachs Group Inc., stepped down as chairman and chief executive officer of MF Global just days after the bankruptcy filing. In April 2013, the Bankruptcy Court approved MF Global Holdings' plan to liquidate its assets. Bloomberg News reported that the court-approved disclosure statement initially told creditors with $1.134 billion in unsecured claims against the parent holding company why they could expect a recovery of 13.4% to 39.1% from the plan. As a consequence of a settlement with JPMorgan, supplemental materials informed unsecured creditors their recovery was reduced to the range of 11.4% to 34.4%. Bank lenders will have the same recovery on their $1.174 billion claim against the holding company. As a consequence of the settlement, the predicted recovery became 18% to 41.5% for holders of $1.19 billion in unsecured claims against the finance subsidiary, one of the companies under the umbrella of the holding company trustee. Previously, the predicted recovery was 14.7% to 34% on bank lenders' claims against the finance subsidiary. MODERN PRECAST: Court Confirms Amended Liquidation Plan ------------------------------------------------------- VCW Enterprises, Inc., doing business as M&W Precast, formerly known as Modern Precast Concrete, Inc., on May 30 won confirmation of its First Amended Plan of Liquidation that provides for (i) the disposition of the Debtor's remaining assets; (ii) the establishment of the Liquidating Trust; and (iii) a mechanism to distribute the proceeds to the holders of Allowed Claims. The Plan also provides for payment in full of all Allowed Administrative Claims. Pursuant to the Plan, Steelgate Partners, LLC, is appointed as Liquidating Trustee. M&T Bank, also known as Manufacturers and Traders Trust Company, as assignee of Wilmington Trust Company and/or Wilmington Trust FSB, is given relief from the automatic stay to take possession and liquidate its collateral, including any collateral that is or may be delivered to the Liquidating Trust, other than with respect to collateral subject to a non- terminated letter of intent or asset purchase agreement relating to one or more Ottsville Sales. According to the approved Disclosure Statement explaining the Plan, the Official Committee of Unsecured Creditors has reviewed and supported the Plan. The Plan is premised on the satisfaction of claims through certain direct payments and the creation of a Liquidating Trust and distribution of proceeds raised from the sale and liquidation of the Debtor's remaining assets, claims and causes of action. On the Effective Date of the Plan, the Debtor will transfer and assign to the Liquidating Trust substantially all property and assets of the Debtor, not otherwise provided for by direct payment(s) under the Plan. Pursuant to the Plan, the Debtor will pay all Allowed Priority Claims and Administrative Expense Claims that have not previously been paid. Holders of Secured Claims will receive the treatment set forth in the Plan for each such holder. All Holders of Allowed General Unsecured Claims will receive a Pro Rata Share distribution of the assets of the Liquidating Trust. The Holders of Intercompany Claims and Equity Interests will not receive any distributions from the Liquidating Trust. A copy of the Disclosure Statement is available for free at http://bankrupt.com/misc/MODERN_PRECAST_ds.pdf About Modern Precast Modern Precast Concrete, Inc. filed a Chapter 11 petition (Bankr. E.D. Penn. Case No. 12-21304) on Dec. 16, 2012, in Reading, Pennsylvania. Aaron S. Applebaum, Esq. and Barry D. Kleban, Esq., at McElroy Deutsch Mulvaney & Carpenter LLP, in Philadelphia, Pa., serve as counsel to the Debtor. The Debtor estimated up to $50 million in both assets and liabilities. West Family Associates, LLC (Case No. 12-21306) and West North, LLC (Case No. 12-21307) also sought Chapter 11 protection. The petitions were signed by James P. Loew, chief financial officer. Founded in 1946 as Woodrow W. Wehrung Excavating, Modern Precast is a leading manufacturer and distributor of precast concrete structures, pipes and related products. Modern also purchases and resells related products. Modern operates from two facilities, a 91,010 square-foot facility in Easton, Pennsylvania and a 43,784 square-foot facility in Ottsville, Pennsylvania. Modern is a single source supplier of virtually every precast concrete product needed for residential, commercial/industrial, Department of Transportation and municipality projects. Modern, on a consolidated basis, generated revenues of $23.4 million and $19.4 million and operating EBITDA of $1.4 million and ($382,000) for years 2010 and 2011, respectively. The Debtors have tapped Beane Associates, Inc. as financial restructuring advisor; and Barry D. Kleban, Esq., and Aaron S. Applebaum, Esq., at McElroy Deutsch Mulvaney & Carpenter LLP, as attorneys. Griffin Financial Group, LLC serves as investment banker. The Official Committee of Unsecured Creditors is represented by Ciardi Ciardi & Astin. The Committee tapped Eisneramper LLP as its accountants and financial advisor. On Jan. 18, 2013, the Bankruptcy Court approved the sale of the substantially all of the Debtors' assets to OldCastle Precast, Inc., for a total proposed purchase price of $7,800,000 to the Debtors, subject to certain adjustments. The Debtor changed its name to VCW Enterprises, Inc., doing business as M&W Precast, following the sale. MOUNTAIN COUNTRY: Dispute Over Hiring of Accountant Resolved ------------------------------------------------------------ Robert Johns, the Chapter 11 Trustee for Mountain Country Partners, LLC, and David L. Bissett, on behalf of Judy A. Robbins, United States for Region 4, advised the Court that they have resolved the objections to the application to retain Hays & Company as accountant. The services provided by Hays & Company, as accountant, include general bookkeeping activities. The services include completing weekly payroll, bank reconciliations and general ledger reporting for a monthly rate of $775. About Mountain Country Seven individual investors filed an involuntary Chapter 11 bankruptcy petition against Jacksonville, Florida-based Mountain Country Partners, LLC (Bankr. S.D. W.Va. Case No. 12-20094) on Feb. 17, 2012. Judge Ronald G. Pearson presides over the case. Joseph W. Caldwell, Esq., at Caldwell & Riffee, represent the petitioners. ONCURE HOLDINGS: RTS's $125-Mil. Offer to Open Auction ------------------------------------------------------ Radiation Therapy Services Holdings Inc. was revealed to be the $125 million mystery bidder for private equity-owned OnCure Holdings Inc. OnCure in a June 24 statement disclosed that it has entered into an investment agreement with Radiation Therapy Services, under which RTS has agreed to acquire OnCure for approximately $125 million, including $42.5 million in cash (plus covering certain expenses and subject to certain working capital adjustments) and up to $82.5 million in assumed debt. In addition, OnCure's secured noteholders have executed a restructuring support agreement outlining their commitment to support the transaction with RTS. With the execution of the investment agreement, RTS has agreed to be the lead bidder in a sale process to take place during the chapter 11 cases. If RTS's bid is successful and receives Bankruptcy Court approval, the acquisition will be completed through OnCure's chapter 11 plan of reorganization, which is expected to occur prior to the end of October 2013. Dr. Daniel Dosoretz, President and Chief Executive Officer of RTS said, "We are pleased to have entered into an agreement with OnCure to acquire the business. The addition of OnCure, including its partnerships with teams of many of the most highly respected physicians in the industry, will broaden and deepen our ability to provide world-class treatment to patients and offer our integrated cancer care model in key markets across the United States. We are excited by the prospect of working with OnCure's physician partners to provide technically advanced and successful cancer treatment to their patients and plan to work with the company and its stakeholders to conclude its reorganization and our acquisition expeditiously. The acquisition of OnCure would be a significant addition to our business creating additional prospects for growth." About RTS Radiation Therapy Services is a provider of advanced radiation therapy and other services to cancer patients in the United States and Latin America. The Company offers a comprehensive range of radiation treatment alternatives, focused on delivering academic quality, cost-effective patient care in a personal and convenient setting. In total, the Company operates 131 treatment centers, including 100 centers located in 15 U.S. states, strategically clustered in 28 local markets. The Company also operates 31 centers located in six countries in Latin America. The Company holds market leading positions in most of its domestic local markets and abroad. 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. KCC is the claims and notice agent. Match Point Partners LLC is providing management services to OnCure. Millstein & Co., Kirkland & Ellis LLP, Alvarez & Marsal and Deloitte advised Radiation Therapy in connection with the transaction. On June 18, 2013, the Bankruptcy Court approved OnCure's $25 million debtor in possession credit facility on an interim basis and other relief related to the continued operation of its businesses. ORCHARD SUPPLY: Proposes $3.125 Million Bonus for Execs ------------------------------------------------------- Nathan Donato-Weinstein, writing for Silicon Valley Business Journal, reports that Orchard Supply Hardware Stores Corp. has asked a bankruptcy judge to approve up to $3.125 million in bonus payments to keep top executives in their jobs while the company is being sold off to the highest bidder. According to the report, in court papers filed Monday, Orchard proposes that: -- CEO Mark Baker would receive 40 percent of the bonus pot (between $860,000 and $1.25 million) -- CFO Chris D. Newman would receive 22.95 percent -- EVP of Merchandising Steven Majurin would receive 22.95 percent -- General Counsel Michael Fox would take home 14.1 percent The report notes Orchard is also seeking to pay a total of up to $315,000 among non-executive key employees and another $200,000 for non-officer employees. The size of the bonus pot, the report also notes, depends on the company's final sale price. The low end would be $2.16 million should the company be sold for at least $200 million. Executives would get a pro-rated higher bonus -- up to $3.125 million -- should the company go for more. 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 two affilitates sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 13-11565) on June 16 to facilitate a restructuring of the company's balance sheet and a sale of its assets for $205 million in cash to Lowe's Companies, Inc., absent higher and better offers. In addition to the $205 million cash, Lowe's has agreed to assume payables owed to nearly all of Orchard's supplier partners. Bankruptcy Judge Christopher S. Sontchi oversees the case. Michael W. Fox signed the petitions as senior vice president and general counsel. The Debtors disclosed total assets of $441,028,000 and total debts of $480,144,000. 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. PARKWAY ACQUISITION: Section 341(a) Meeting Set on July 26 ---------------------------------------------------------- A meeting of creditors in the bankruptcy case of Parkway Acquisition I, LLC, will be held on July 26, 2013, at 2:30 p.m. at 80 Broad St., 4th Floor, USTM. This is the first meeting of creditors required under Section 341(a) of the Bankruptcy Code in all bankruptcy cases. All creditors are invited, but not required, to attend. This meeting of creditors offers the one opportunity in a bankruptcy proceeding for creditors to question a responsible office of the Debtor under oath about the company's financial affairs and operations that would be of interest to the general body of creditors. About Parkway Acquisition Parkway Acquisition I, LLC, filed a Chapter 11 petition (Bankr. S.D.N.Y. Case NO. 13-12015) in Manhattan on June 17, 2013. Robert G. Aquino, Sr., signed the petition as sole manager and member. Judge Shelley C. Chapman presides over the case. The Debtor estimated assets and debts of at least $10 million. Kevin J. Nash, Esq., at Goldberg Weprin Finkel Goldstein LLP, serves as counsel. The Debtor owns the real property located at 70-35 113th Street, Forest Hills, New York. The property formerly housed the Parkway Hospital but the property has essentially laid vacant since the closure of the hospital in 2008 and the bankruptcy filing of the hospital. PENSACOLA BEACH: Court Approves Levin Papantonio Hiring ------------------------------------------------------- The U.S. Bankruptcy Court approved Pensacola Beach, LLC's amended motion to employ Mark J. Proctor and Travis P. Lepicier and the law firm of Levin, Papantonio, Thomas, Mitchell, Rafferty and Proctor, P.A., as attorneys for the Debtor in regard to the British Petroleum/Deep Water Horizon Oil Spill claims. Mr. Proctor, Mr. Lepicier and the Levin firm filed the claim, re-filed the claim as needed, and handled the appeal, and the Debtor was awarded $1,217, 239.38. The award was made May 10, 2013, eight days after the filing of the Bankruptcy Petition. The funds were received by the Levin Firm on May 15, 2013, less than two weeks after the filing of the Bankruptcy Petition. It is necessary to retain Mr. Proctor, Mr. Lepicier and the Levin Firm to represent the Debtor so the Court may authorize the Debtor to pay the attorney fees and costs related to the BP Claim. The Debtor attests that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The Debtor will pay the attorney's fee of 20% of its recovery. Pensacola Beach, LLC, filed a Chapter 11 petition (Bankr. N.D. Fla. Case No. 13-30569) on May 2, 2013. The Debtor estimated assets and debts of $10 million to $50 million. The Law Office of Sherry F. Chancellor serves as counsel to the Debtor. PENSACOLA BEACH: Can Employ Sherry Chancellor as Attorney --------------------------------------------------------- Pensacola Beach, LLC sought and obtained approval from the U.S. Bankruptcy Court to employ Sherry F. Chancellor P.A. as attorney. The Debtor attests that The Law Office of Sherry F. Chancellor is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The Chancellor firm will charge on an hourly basis for all worked performed: $350 per hour for attorneys time; and $125 per hour for legal assistant time. Pensacola Beach, LLC, filed a Chapter 11 petition (Bankr. N.D. Fla. Case No. 13-30569) on May 2, 2013. The Debtor estimated assets and debts of $10 million to $50 million. The Law Office of Sherry F. Chancellor serves as counsel to the Debtor. PGA FLYOVER: Had Access to BBX Cash Collateral in May ----------------------------------------------------- Judge Erik P. Kimball of the U.S. Bankruptcy Court for the Southern District of Florida, West Palm Beach Division, on May 28 signed off an interim order allowing PGA Flyover Corporate Park LLC to use the cash collateral of BBX Capital Asset Management, LLC, until May 31, 2013. The Cash Collateral will be used solely to pay actual operating expenses that are listed in a budget. BBX will receive, as adequate protection, replacement liens and continued access to rent accounts. A full-text copy of the Interim Cash Collateral Order with Budget is available for free at: http://bankrupt.com/misc/PGAFLYOVERcashcollord0528.pdf The Debtor is represented by Bradley S. Shraiberg, Esq., at Shraiberg, Ferrara & Landau, P.A., in Boca Raton, Florida. About PGA Flyover Corporate PGA Flyover Corporate Park LLC filed a Chapter 11 petition (Bankr. S.D. Fla. Case No. 13-18701) in West Palm Beach, Florida on April 17, 2013. Bradley S. Shraiberg, Esq., at Shraiberg, Ferrara & Landau, P.A., in Boca Raton, Florida, serves as counsel to the Debtor. The Debtor disclosed $10 million to $50 million in assets and liabilities. The Debtor, owner of the mixed use development known as the PGA Professional and Design Center in Florida, filed a liquidating plan that would satisfy 100% of its liabilities. PGA Flyover, an entity managed and owned by Florida developer Daniel S. Catalfumo, says it has commenced the bankruptcy case to resolve the wasteful scorched earth litigation tactics engaged in by BBX Capital Asset Management, LLC, the current owner of a final judgment of $40.9 million. The PGA Professional and Design Center is located on the Southeast quadrant of PGA Boulevard and RCA Boulevard in Palm Beach Gardens, an attractive location with strong development potential. An initial Chapter 11 status conference is slated for May 6, 2013 at 1:30 p.m. PITT PENN: Ch.11 Trustee Hires CohnReznick as Financial Advisor --------------------------------------------------------------- Norman L. Pernick, the chapter 11 trustee in the bankruptcy cases of Pitt Penn Holding Co., Inc., et al., asks the U.S. Bankruptcy Court for permission to employ CohnReznick LLP as his exclusive financial advisor to perform the accounting, financial, and forensic services. The firm will, among other things, provide these services: a. obtain and/or reconstruct financial results for each of the Debtors for the period from inception/acquisition date through the present; b. analyze cash transactions and identify related transactions; determine if related were exchanged for fair value. c. gain control over bank accounts and information systems and implement procedures to ensure Debtors' compliance with policies and procedures implemented by the Trustee. Bernard A. Katz attests his firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm's rates are: Professional Hourly Rates ------------ ------------ Partner/Senior Partner $585-$800 Managers/Seniors Managers/Directors $435-$620 Other Professional Staff $275-$410 Paraprofessionals $185 The firm will also seek reimbursement for out-of-pocket expenses. About Pitt Penn and Industrial Enterprises Pitt Penn Holding Co., Inc., and Pitt Penn Oil Co., LLC, each filed voluntary petitions for Chapter 11 relief (Bankr. D. Del. Case Nos. 09-11475 and 09-11476) on April 30, 2009. Industrial Enterprises of America, Inc., f/k/a Advanced Bio/Chem, Inc., filed for Chapter 11 protection (Bankr. D. Del. Case No. 09-11508) on May 1, 2009. EMC Packaging, Inc., filed a voluntary petition for Chapter 11 relief (Bankr. D. Del. Case No. 09-11524) on May 4, 2009. Unifide Industries, LLC, and Today's Way Manufacturing LLC, each filed a voluntary petition for Chapter 11 relief (Bankr. D. Del. Case Nos. 09-11587 and 09-11586) on May 6, 2009. PPH, PPO, EMC, Unifide, and Today's Way are each subsidiaries of IEAM. The cases are jointly administered under Case No. 09-11475. Christopher D. Loizides, Esq., at Loizides, P.A., in Wilmington, Del., represents the Debtors as counsel. In its petition, Industrial Enterprises disclosed total assets of $50,476,697 and total debts of $17,853,997. Industrial Enterprises originally operated as a holding company with four wholly owned subsidiaries, PPH, EMC, Unifide, and Today's Way. PPH, through its wholly owned subsidiary, PPO, was a leading manufacturer, marketer and seller of automotive chemicals and additives. EMC's original business consisted of converting hydrofluorocarbon gases R134a and R152a into branded private label refrigerant and propellant products. Unifide was a leading marketer and seller of automotive chemicals and additives. Today's Way manufactured and packaged the products which were sold by Unifide. PITT PENN: Ch.11 Trustee Hires Cole Schotz as Counsel ----------------------------------------------------- Norman L. Pernick, the chapter 11 trustee in the bankruptcy cases of Pitt Penn Holding Co., Inc., et al., asks the U.S. Bankruptcy Court for permission to employ Cole, Schotz, Meisel, Forman & leonard, P.A., as counsel. The firm's rates are: Professional Hourly Rate ------------ ----------- Members $350 to $785 Special Counsel $365 to $410 Associates $210 to $400 Paralegals $165 to $245 Litigation Support Specialist $100 to $250 The current rates of the professionals expected to perform significant work in this case are: Professional Hourly Rate ------------ ----------- Alan Rubin, Member $610 Warren A. Usatine, Member $595 Wendy F. Klein, Member $485 Patrick J. Reilley, Member $430 David S. Godl, Associate $265 Saul A. Ehrenpreis, Associate $210 Kimberly A. Karsetter, Paragel $200 Mr. Reilley attests that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. About Pitt Penn and Industrial Enterprises Pitt Penn Holding Co., Inc., and Pitt Penn Oil Co., LLC, each filed voluntary petitions for Chapter 11 relief (Bankr. D. Del. Case Nos. 09-11475 and 09-11476) on April 30, 2009. Industrial Enterprises of America, Inc., f/k/a Advanced Bio/Chem, Inc., filed for Chapter 11 protection (Bankr. D. Del. Case No. 09-11508) on May 1, 2009. EMC Packaging, Inc., filed a voluntary petition for Chapter 11 relief (Bankr. D. Del. Case No. 09-11524) on May 4, 2009. Unifide Industries, LLC, and Today's Way Manufacturing LLC, each filed a voluntary petition for Chapter 11 relief (Bankr. D. Del. Case Nos. 09-11587 and 09-11586) on May 6, 2009. PPH, PPO, EMC, Unifide, and Today's Way are each subsidiaries of IEAM. The cases are jointly administered under Case No. 09-11475. Christopher D. Loizides, Esq., at Loizides, P.A., in Wilmington, Del., represents the Debtors as counsel. In its petition, Industrial Enterprises disclosed total assets of $50,476,697 and total debts of $17,853,997. Industrial Enterprises originally operated as a holding company with four wholly owned subsidiaries, PPH, EMC, Unifide, and Today's Way. PPH, through its wholly owned subsidiary, PPO, was a leading manufacturer, marketer and seller of automotive chemicals and additives. EMC's original business consisted of converting hydrofluorocarbon gases R134a and R152a into branded private label refrigerant and propellant products. Unifide was a leading marketer and seller of automotive chemicals and additives. Today's Way manufactured and packaged the products which were sold by Unifide. PNA GROUP: To Sell Stake In Bank At Bankruptcy Auction ------------------------------------------------------- Patrick Fitzgerald writing for Dow Jones' DBR Small Cap reports a holding company owned by the nation's largest Polish-American fraternal organization is the latest community-bank owner to use the bankruptcy courts to sell its stake in its struggling banks before regulators move to seize them. PNA Group, Inc., headquartered in Atlanta, operates 22 steel service centers throughout the US and manages five joint ventures. For the 12 months ended Sept. 30, 2006, it had sales of $1.56 billion. POINT BLANK: SS Armor Hires McKenna Long as Special Counsel ----------------------------------------------------------- Point Blank entities, now known as SS Body Armor I, Inc., et al., ask the U.S. Bankruptcy Court for permission to employ McKenna Long & Aldridge LLP as special litigation and government investigation counsel. If approved by the Court, MLA will represent the Debtors in connection with obtaining forfeiture and restitution from its former officers, including representing the debtors in: (a) the forfeiture and restitution proceedings in the Eastern District of New York in the matters titled US. v. David H Brooks, et al., Cr. No. 06-550 and U.S. v. All Assets Listed On Schedule I Attached Hereto and All Proceeds Traceable Thereto, 1 0-cv-4750; (b) before the U.S. Attorney's Office for the Eastern District of New York and the Department of Justice in seeking approval for a global settlement of the underlying restitution and forfeiture claims and in remission and restoration procedures; (c) before the SEC in seeking approval of the global settlement; and (d) in any other matters related to the above-noted activities for which the Debtors seek MLA's services. The applicable rates for timekeepers for the matters that MLA is engaged to perform legal services are: $800 per hour for Nancy R. Grunberg, $600 for Mr. Kostolampros, and $300 per hour for Mazen Saah (specialist/paralegal). Nancy R. Grunberg, Esq., attests that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. MLA may be reached at: Nancy R. Grunberg, Esq. George Kostolampros, Esq. McKENNA LONG & ALDRIDGE LLP 1900 K Street NW Washington, DC 20006 Tel: 202-496-7524 Fax: 202-496-7756 E-mail: ngrunberg@mckennalong.com gkostolampros@mckennalong.com About Point Blank Headquartered in Pompano Beach, Florida, Point Blank Solutions, Inc. -- http://www.pointblanksolutionsinc.com/-- designs and produces body armor systems for the U.S. Military, Government and law enforcement agencies, as well as select international markets. The Company maintains facilities in Pompano Beach, Florida, and Jacksboro, Tennessee. The Company's former chief executive officer and chief operating officer were convicted in September 2010 of orchestrating a $185 million fraud. Point Blank Solutions, formerly DHB Industries, filed for Chapter 11 protection (Bankr. D. Del. Case No. 10-11255) on April 14, 2010. Laura Davis Jones, Esq., Alan J. Kornfeld, Esq., David M. Bertenthal, Esq., and Timothy P. Cairns, Esq., at Pachulski Stang Ziehl & Jones LLP, serve as bankruptcy counsel to the Debtor. Olshan Grundman Frome Rosenweig & Wolosky LLP serves as corporate counsel. Epiq Bankruptcy Solutions serves as claims and notice agent. The U.S. Trustee has appointed an Official Committee of Unsecured Creditors and a separate Official Committee of Equity Security Holders in the case. Ian Connor Bifferato, Esq., and Thomas F. Driscoll III, Esq., at Bifferato LLC; and Carmen H. Lonstein, Esq., Andrew P.R. McDermott, Esq., and Lawrence P. Vonckx, Esq., at Baker & McKenzie LLP, serve as counsel for the Official Committee of Equity Security Holders. Robert M. Hirsh, Esq., and George P. Angelich, Esq., at Arent Fox LLP, serve as counsel to the Creditors Committee, and Frederick B. Rosner, Esq., and Brian L. Arban, Esq., at the Rosner Law Group LLC, serve as co-counsel. In October 2011, the Debtors sold substantially all assets to Point Blank Enterprises, Inc. The lead debtor changed its name to SS Body Armor I, Inc. following the sale. PROFESSIONAL MEDICAL: Case Summary & 20 Largest Unsec. Creditors ---------------------------------------------------------------- Debtor: Professional Medical Transport, Inc. dba PRO-MED P.O. Box 14725 Knoxville, TN 37914 Bankruptcy Case No.: 13-32288 Chapter 11 Petition Date: June 20, 2013 Court: United States Bankruptcy Court Eastern District of Tennessee (Knoxville) Judge: Richard Stair Jr. Debtor's Counsel: Keith L. Edmiston, Esq. GRIBBLE CARPENTER & ASSOCIATES, PLLC 118 Parliament Drive Maryville, TN 37804 Tel: (865) 980-7700 Fax: (865) 980-7717 E-mail: kle@gribblecarpenter.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $10,000,001 to $50,000,000 A copy of the Company's list of its 20 largest unsecured creditors is available for free at http://bankrupt.com/misc/tneb13-32288.pdf The petition was signed by Dan L. Henderlight, chief executive officer. PROMMIS HOLDINGS: EC Closing, 2 Others File Chapter 11 Petitions ---------------------------------------------------------------- Tiffany Kary, writing for Bloomberg News, reports that EC Closing Corp. filed for Chapter 11 bankruptcy (Bankr. D. Del. Case No. 13-_____) in Wilmington on June 25, adding more bankrupt units to the Chapter 11 reorganization of Prommis Holdings LLC. According to Bloomberg, EC Closing, which also uses the name Cal- Western Foreclosure Services and Cal-Western Reconveyance Corp., listed assets of as much as $50 million, and debts of as much as $100 million. Two other units associated with Prommis also sought court protection June 25. Te report says Cal-Western Reconveyance Corp. is a subsidiary of Prommis Solutions that provides foreclosure services to mortgage servicers, investors and law firms in Alaska, Arizona, California, Hawaii, Idaho, Nevada, Oregon, Texas, Utah and Washington, according to Prommis's website. About Prommis Holdings Atlanta, Georgia-based Prommis Holdings, LLC, and its 10 affiliates delivered their petitions for voluntary bankruptcy under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No. 13-10551) on March 18, 2013. Judge Brendan Linehan Shannon presides over the case. Steven K. Kortanek, Esq., at Womble Carlyle Sandridge & Rice, LLP, serves as the Debtors' counsel, while Kirkland & Ellis LLP serves as co-counsel. The Debtors' restructuring advisor is Huron Consulting Services, LLC. Donlin Recano & Company, Inc., is the Debtors' claims agent. The petition estimated the lead Debtors' assets to range between $10 million and $50 million and the lead Debtor's debts between $50 million and $100 million. The petitions were signed by Charles T. Piper, chief executive officer. The U.S. Trustee for Region 3 appointed three creditors to serve in the Official Committee of Unsecured Creditors. QUIGLEY CO: No Supreme Court Appeal for Pfizer ---------------------------------------------- Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that on June 24 the U.S. Supreme Court decided not to allow an appeal by Pfizer Inc. from an unfavorable ruling by the federal Court of Appeals in Manhattan. According to the report, the appeals court concluded that Pfizer wasn't entitled to complete protection from asbestos claims under the umbrella of the Chapter 11 case of its non-operating subsidiary Quigley Company Inc. At the request of the Supreme Court, the Solicitor General told the high court that the Pfizer case was correctly decided and recommended against granting an appeal. The report notes that Pfizer is the parent of Quigley, which is waiting to learn whether the bankruptcy court will approve the reorganization plan ending its eight-year-old bankruptcy dealing with asbestos claims. Upholding the district court, the appeals court ruled that Pfizer wasn't entitled to complete protection from asbestos claims under the umbrella of Quigley's Chapter 11 case. The lower courts ruled there was a narrow category of state-law claims for which the Quigley bankruptcy can't protect parent Pfizer. The report relates that Quigley filed its sixth-amended plan in late June 2012, modified after the April 2012 opinion from the appeals court. In the latest version of the plan, Pfizer increased its contribution to creditors' recoveries. In bankruptcy court, Quigley creditors concluded voting on the plan at the end of November. The bankruptcy judge will conduct a status conference tomorrow, with a confirmation hearing for approval of the plan to occur sometime later. The report says that the plan will shed asbestos liability for both Quigley and Pfizer. In addition to increasing its cash contribution, Pfizer is waiving a $95 million secured claim, a $19 million claim for financing the Chapter 11 case, and a $33 million unsecured claim. Pfizer's attempted appeal to the Supreme Court was Pfizer Inc. v. Law Offices of Peter G. Angelos, 12-300, U.S. Supreme Court (Washington). The appeal in the circuit court was Quigley Co. Inc. v. Law Offices of Peter G. Angelos (In re Quigley Co. Inc.), 11-2635, 2nd U.S. Circuit Court of Appeals (Manhattan). The appeal in district court was In re Quigley Co. Inc., 10-cv-01573, U.S. District Court, Southern District of New York (Manhattan). About Quigley Co. Quigley Co. was acquired by Pfizer in 1968 and sold small amounts of products containing asbestos until the early 1970s. In September 2004, Pfizer and Quigley took steps that were intended to resolve all pending and future claims against the Company and Quigley in which the claimants allege personal injury from exposure to Quigley products containing asbestos, silica or mixed dust. Quigley filed for bankruptcy in 2004 and has a Chapter 11 plan and a settlement with Chrysler. Quigley filed for Chapter 11 bankruptcy protection (Bankr. S.D.N.Y. Case No. 04-15739) on Sept. 3, 2004, to implement a proposed global resolution of all pending and future asbestos- related personal injury liabilities. Lawrence V. Gelber, Esq., and Michael L. Cook, Esq., at Schulte Roth & Zabel LLP, represent the Debtor in its restructuring efforts. Elihu Inselbuch Esq., at Caplin & Drysdale, Chartered, represents the Official Committee of Unsecured Creditors. When the Debtor filed for protection from its creditors, it disclosed $155,187,000 in total assets and $141,933,000 in total debts. In April 2011, the bankruptcy judge approved a plan-support agreement with Pfizer and an ad hoc committee representing 30,000 asbestos claimants. A May 20, 2011 opinion by District Judge Richard Holwell concluded that Pfizer was directly liable for some asbestos claims arising from products sold by its now non-operating subsidiary Quigley. The district court ruling was upheld in the appeals court. RESIDENTIAL CAPITAL: Has Tentative Deal With Federal Reserve ------------------------------------------------------------ Andrew R. Johnson, writing for The Wall Street Journal, reports that Ally Financial Inc.'s mortgage subsidiary, Residential Capital LLC, has reached a tentative deal with the Federal Reserve that will allow the lender to end a foreclosure-review program it says is draining money from its bankruptcy estate, according to a person familiar with the matter. Under the deal, ResCap would set aside at least $200 million that would be distributed to about 230,000 borrowers who were eligible for a review, this person said. The deal requires approval from the U.S. Bankruptcy Court. WSJ says representatives of ResCap and the Fed did not immediately respond to requests for comment on Tuesday. A spokeswoman for Ally declined to comment. 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: Committee Urges Approval of Plan-Support Deal ------------------------------------------------------------------ Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that the Residential Capital LLC official creditors' committee said in a court filing that some of the objections to approval of a plan-support agreement are "frankly, irresponsible." According to the report, the committee and ResCap filed papers June 24 in advance of the June 26 hearing in bankrupt court to approve an agreement that commits previously contending factions to support a Chapter 11 reorganization plan. The foundation for the settlement is the agreement of ResCap's non-bankrupt parent Ally Financial Inc. to pay $2.1 billion in return for releases from lawsuits. The report notes that the creditors' committee argued in June 24 court filing that the 14 objections to the support agreement are misplaced because the court is not being asked to approve a settlement. The proposed approval order is being modified, the committee said, to insure that all objections to the settlement will be preserved until the plan comes up for approval at a confirmation hearing. The report relates that many of the objections are aimed at the central provision where ResCap creditors would be precluded from suing Ally. The proposed settlement payment by Ally is $1.35 billion more than the original agreement negotiated before ResCap filed for Chapter 11 relief in May, 2012. ResCap dropped the original agreement after creditor opposition. If the court approves the plan-support agreement, ResCap is obliged to file a definitive reorganization plan and disclosure materials by July 3. The plan must be implemented by Dec. 15, 2013. Announcing the settlement precluded the public filing of the examiner's report filed under seal on May 13. The bankruptcy judge will unseal the report at the latest on July 3, or earlier when he rules on the motion to approve the plan-support settlement. Ad Hoc Noteholders' Objection BankruptcyData reported that Residential Capital's ad hoc group of junior secured noteholders filed with the U.S. Bankruptcy Court a supplemental statement in connection with the Debtors' motion for an order authorizing the Debtors to enter into and perform under a plan support agreement with Ally Financial, the official creditors' committee and certain consenting claimants. The ad hoc group states, "The latest misstatement highlights an ongoing lack of sensitivity on the part of the Debtors to intercompany separateness. In substance, and even when corrected, the Debtors' new disclosure indicates that adverse Debtors have reached a definitive conclusion to waive prepetition and postpetition claims against one another. That waiver, if approved, would have the direct effect of cancelling the assets of certain estates, including Court-allowed administrative expense claims, and correspondingly cancelling the liabilities of some other estates, including scheduled intercompany claims. In other words, the yet to be filed plan and disclosure statement will seek to abandon one set of Debtors' assets and correspondingly relieve another set of Debtors' scheduled liabilities. In accordance with existing authority in this district the Ad Hoc Group reserves all its rights to contest whether that and other decisions are appropriate exercises of fiduciary duties by each of the Debtors' advisors and managers," the report related, citing court documents. 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: Balks at Credit Union's $200MM in Claims ------------------------------------------------------------- Jeff Sistrunk of BankruptcyLaw360 reported that bankrupt Residential Capital LLC urged a New York bankruptcy court to disallow and expunge $200 million in claims submitted by the National Credit Union Administration over alleged residential mortgage-backed securities fraud, saying the claims are baseless and barred by the statute of limitations. According to the report, ResCap said a total of 11 claims submitted by the National Credit Union Administration in its role as liquidating agent for Western Corporate Federal Credit Union and U.S. Central Federal Credit Union should be dropped. 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). RICHARD F. KLINE: Case Summary & 20 Largest Unsecured Creditors --------------------------------------------------------------- Debtor: Richard F. Kline, Inc. 7700 Grove Road Frederick, MD 21704 Bankruptcy Case No.: 13-20626 Chapter 11 Petition Date: June 20, 2013 Court: United States Bankruptcy Court District of Maryland (Greenbelt) Judge: Thomas J. Catliota Debtor's Counsel: Lawrence P. Block, Esq. STINSON MORRISON HECKER 1775 Pennsylvania Ave., N.W., Suite 800 Washington, DC 20006 Tel: (202) 785-9100 E-mail: lblock@stinson.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, filed together with the petition, is available for free at http://bankrupt.com/misc/mdb13-20626.pdf The petition was signed by Thomas D. Kline, Jr., president. ROCKWOOD SPECIALTIES: S&P Revises Outlook & Affirms 'BB+' CCR ------------------------------------------------------------- Standard & Poor's Ratings Services said it revised its rating outlook on Rockwood Specialties Group Inc. to positive from stable. S&P also affirmed all ratings on Rockwood, including the 'BB+' corporate credit rating. "The outlook revision reflects our view that the company is likely to strengthen its leverage credit metrics utilizing a portion of the receipts from the sale of its ceramics business," said Standard & Poor's credit analyst Paul Kurias. The company has included the pay-down of debt as one likely use of the proceeds from the sale. S&P believes the company will have the capability to pay down meaningful amounts of debt to more than offset the loss of cash flow and EBITDA from the ceramics business, but also from the titanium dioxide (TiO2) and performance additives businesses, which S&P assumes it will divest in 2013. Consequently, S&P believes the company can strengthen its leverage credit metrics on a sustainable basis. Rockwood has in recent times demonstrated a willingness to pay down debt--the company paid down over $500 million of debt at its TiO2 business earlier this year. S&P's view is that there is potential for the ratio of funds from operations to total debt to strengthen from 20% as of March 31, 2013. For a one-notch upgrade S&P would require the company to maintain a ratio of nearly 30%, in addition to a total debt to EBITDA ratio of about 3x, given its "satisfactory" business risk profile. The positive outlook reflects S&P's view that the company could potentially strengthen its credit metrics to levels consistent with S&P's expectations for a one-notch upgrade. S&P would raise its corporate credit rating to 'BBB-' if the company is able to divest its businesses as it assumes, and utilize proceeds to pay down debt so that the ratio of funds from operations to debt improves to nearly 30% and the ratio of debt to EBITDA is approximately 3x. S&P assumes that financial policy will support such an upgrade. S&P could revise its outlook to stable if, contrary to its expectations, the company is unable to sell all the businesses it currently plans to, or if it does not pay down a sufficient amount of debt, so that credit metrics do not improve to the level S&P requires for an upgrade, after factoring in a loss of EBITDA and cash flow from divested businesses. ROSELAND VILLAGE: VCB Wants Creditors' Plan Outline Tossed ---------------------------------------------------------- Virginia Commonwealth Bank has filed a joinder to the objection of Franklin Federal Savings Bank to the Disclosure Statement explaining the proposed Chapter 11 Plan filed by Miller and Smith Advisory Group, LLC, for Roseland Village LLC and G.B.S. Holding, Ltd. Virginia Commonwealth Bank, a creditor of G.B.S. Holding, requested that the Court deny approval of the Disclosure Statement to the Miller and Smith Plan. Augustus C. Epps, Jr., Esq., Michael D. Mueller, Esq., Jennifer M. McLemore, Esq., at Christian & Barton, LLP, represent Virginia Commonwealth Bank. As reported in the Troubled Company Reporter on May 29, 2013, the Bankruptcy Court will consider confirmation of competing plans commencing on July 8, 2013, at 10 a.m. Miller and Smith's Plan Miller and Smith's plan of reorganization proposes to develop Roseland Village as a single planned community to be funded using a combination of third-party debt financing and equity financing. Under the Miller Smith Plan, holders of secured claims have three options: * Secured Claimant Option A: The secured creditor will be paid within 30 days of the Project Commencement Date an amount equal to 40% of its Allowed Secured Claim. * Secured Claimant Option B: Twenty-five percent of its Allowed Secured Claim will be waived on the Project Commencement Date and will receive no Distributions; (b) the remaining 75% of its Allowed Secured Claim will be paid as follows: (i) 25% of the Residual Secured Claim will be paid within 30 days of the Project Commencement Date; (ii) 75% of the Residual Secured Claim will be paid quarterly. * Secured Claimant Option C: One hundred percent of its Allowed Secured Claim will be paid quarterly, on a Pro Rata basis with all other holders of Allowed Secured Claims from funds deposited into the Final Development Fund. Holders of Allowed Unsecured Claims will elect one of the following two options: * Unsecured Claimant Option A: The unsecured creditor will receive an amount equal to 25% of the claimant's Allowed Unsecured Claim, without interest, within 30 days of the Project Commencement Date. * Unsecured Claimant Option B: The unsecured creditor will receive quarterly Pro Rata Distributions from the Final Development Fund after the payment in full, with interest. After the payment in full of all Allowed Administrative Expense Claims, all Allowed Secured and Unsecured Claims, Insider Unsecured Claims will receive pro rata distributions, not to exceed 100% of the Allowed Claims, with interest at the applicable rate. Holders of Allowed Equity Interests will retain their Interests, but will receive no distributions under the Plan. A full-text copy of Miller Smith's Disclosure Statement dated April 17, 2013, is available for free at: http://bankrupt.com/misc/ROSELANDds0417.pdf Counsel to Miller and Smith Advisory Group is: Lawrence A. Katz, Esq. LEACH TRAVELL BRITT PC 8270 Greensboro Drive, Suite 700 Tysons Corner, VA 22102 Telephone: (703) 584-8362 Facsimile: (703) 584-8901 The Debtors' Plan As reported by the TCR on May 2, 2013, the Court approved the disclosure statement explaining Roseland Village and G.B.S. Holding's plan of reorganization. The Debtors' Second Modified Plan contemplates the modification of existing proffers that are required by the Roseland Village approved zoning. After final approval of the rezoning, the Debtors will market the entire assemblage or each parcel to obtain the highest and best price that the market will bear. If the Debtors cannot procure an offer that is acceptable to the secured creditor that has a lien on a parcel during the marketing phase, then the Debtors will convey to that creditor title to its collateral. A full-text copy of the Debtors' Second Amended Plan dated March 6, 2013, is available for free at: http://bankrupt.com/misc/ROSELANDds0306.pdf About GBS Holding Based in Midlothian, Virginia, G.B.S. Holding, Ltd., filed for Chapter 11 (Bankr. E.D. Va. Case No. 11-33708) on June 3, 2011. Chief Judge Douglas O. Tice Jr. presides over the case. Bruce E. Arkema, Esq., and Kevin J. Funk, Esq., at DurretteCrump PLC, serve as the Debtor's bankruptcy counsel. G.B.S. disclosed $42,950,000 in assets and $38,208,142 in liabilities as of the Chapter 11 filing. The petition was signed by George B. Sowers, Jr., president, who serves as G.B.S.'s designee pursuant to a court order. Affiliate Roseland Village, LLC, filed for Chapter 11 (Bankr. E.D. Va. Case No. 11-30223) on Jan. 13, 2011. G.B.S. Holding, Ltd., owns 50% of Roseland Village, LLC. DurretteCrump also represents Roseland Village. Roseland Village and GBS jointly own 1,288+/- acres adjoining each other that are jointly part of a larger assemblage of land, known as Roseland, which has been given approval from Chesterfield County as a Master Planned Development consisting of more than 1.5 million square feet of commercial space and more than 5,600 housing units. Roseland consists of 29 separate parcels that were acquired over a nine-year period. The property is located south of Route 288 at its intersection with Woolridge Road. Development of the assembled parcel will take place in some cases without regard to the property lines of the original 29 parcels that comprise the land titled to GBS and Roseland Village. SCOOTER STORE: Gets Nod for Ch. 11 Auction in August ---------------------------------------------------- Matt Chiappardi of BankruptcyLaw360 reported that a Delaware bankruptcy judge signed off on private equity-controlled Scooter Store Holdings Inc.'s plan to sell itself in a Chapter 11 auction in August, granting the Texas-based company permission to enter into a stalking horse agreement if one were to come along. According to the report, as of Monday, the company had not publicly secured a bidder that would set a floor in the auction, but the bid procedures include provisions that would set a ceiling on the stalking horse's breakup fee at 2.5 percent of the purchase price. About The Scooter Store The Scooter Store is a supplier of power mobility solutions, including power wheelchairs, scooters, lifts, ramps, and accessories. The Scooter Store's products and services provide today's seniors and disabled persons potential alternatives to living in nursing homes or other care facilities. Headquartered in New Braunfels, Texas, the Scooter Store has a nationwide network of distribution centers that service products owned or leased by the Company's customers. It has 57 distribution centers in 41 states. Scooter Store Holdings Inc., and 71 affiliates filed for Chapter 11 bankruptcy (Bankr. D. Del. Lead Case No. 13-10904) in Wilmington. The closely held company listed assets of less than $10 million and debt of more than $50 million. Affiliates of private equity firm Sun Capital Partners, based in Boca Raton, Florida, purchased a majority voting interest in the debtors in 2011. Scooter Store is 66.8 percent owned by Sun Capital Partners Inc., owed $40 million on a third lien. In addition to Sun's debt and $25 million on a second lien owing to Crystal Financial LLC, there is a $25 million first-lien revolving credit owing to CIT Healthcare LLC as agent. Crystal is providing $10 million in financing for bankruptcy. SCOOTER STORE: May Hire Epiq as Administrative Advisor ------------------------------------------------------ The U.S. Bankruptcy Court for the District of Delaware authorized The Scooter Store Holdings, Inc., et al., to employ Epiq Bankruptcy Solutions LLC as administrative advisor. Epiq is expected to, among other things: 1. assist with, among other thins, solicitation, balloting and tabulation and calculation of votes, well as preparing any appropriate reports, as required in furtherance of confirmation of plan(s) or reorganization; 2. generate an official ballot certification and testifying, if necessary, in support of the ballot tabulation results; and 3. gather data in conjunction with the preparation, and assist with the preparation, of the Debtors' schedules of assets and liabilities and statements of financial affairs. To the best of the Debtors' knowledge, Epiq is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. About The Scooter Store The Scooter Store is a supplier of power mobility solutions, including power wheelchairs, scooters, lifts, ramps, and accessories. The Scooter Store's products and services provide today's seniors and disabled persons potential alternatives to living in nursing homes or other care facilities. Headquartered in New Braunfels, Texas, the Scooter Store has a nationwide network of distribution centers that service products owned or leased by the Company's customers. It has 57 distribution centers in 41 states. Scooter Store Holdings Inc., and 71 affiliates filed for Chapter 11 bankruptcy (Bankr. D. Del. Lead Case No. 13-10904) in Wilmington. The closely held company listed assets of less than $10 million and debt of more than $50 million. Affiliates of private equity firm Sun Capital Partners, based in Boca Raton, Florida, purchased a majority voting interest in the debtors in 2011. Scooter Store is 66.8 percent owned by Sun Capital Partners Inc., owed $40 million on a third lien. In addition to Sun's debt and $25 million on a second lien owing to Crystal Financial LLC, there is a $25 million first-lien revolving credit owing to CIT Healthcare LLC as agent. Crystal is providing $10 million in financing for bankruptcy. Robert S. Brady, Esq., Kenneth J. Enos, Esq., and Andrew L. Magaziner, Esq., at Young, Conaway, Stargatt & Taylor, LLP, and Morgan, Lewis & Bockius LLP represent the Debtor. The Official Committee of Unsecured Creditors is represented by Scott D. Cousins, Mark D. Olivere, and Rachel S. London at Cousins Chipman & Brown, LLP; and Cathy Hershcopf, Jeffrey L. Cohen and Seth Van Aalten at Cooley LLP. SCOOTER STORE: Fulbright & Jaworski OK'd to Handle 327(e) Matters ----------------------------------------------------------------- The Hon. Peter J. Walsh of the U.S. Bankruptcy Court for the District of Delaware authorized The Scooter Store Holdings, Inc., et al., to employ Fulbright & Jaworski L.L.P. as special counsel. Fulbright will continue representing the Debtors with respect to: i) a pending investigation by the Department of Justice; ii) related government investigations, whether or not related to any matter filed with any court of appropriate jurisdiction; and iii) related and unrelated Medicare and Medicaid regulatory matters, including payment disputes with third-party payers. The Debtors relate that they have already requested authorization to employ Morgan, Lewis & Bockius LLP and Young Conaway Stargatt & Taylor, LLP as their general reorganization and bankruptcy counsel. Nevertheless, they have requested that Fulbright continue to represent them in connection with the so-called 327(e) Matters to ensure the continuing availability of Fulbright's experience and expertise in handling the Debtors' particular needs for counsel. Fulbright will recognize that the Debtors' general bankruptcy attorneys will take the lead in handling matters so as to avoid any duplication of efforts. Fulbright's billing rates for attorneys handling the 327(e) Matters are between $645 and $795 per hour for partners and between $250 and $435 per hour for associates. The hourly rates for personnel working on the administrative bankruptcy matters are: Partners $550 - $795 Counsel $460 - $550 Associates $250 - $550 Paralegal $245 - $305 Prior to the Petition Date, the Debtors paid Fulbright $137,000 to be applied to outstanding unpaid fees and to partially fund a retainer for additional work. In addition, Fulbright is holding $5,415 in unallocated funds received from the Debtors on Feb. 4, 2013. To the best of the Debtors' knowledge, Fulbright neither holds nor represent any interest adverse to the Debtors' estates with respect to the matters upon which they are to be engaged. About The Scooter Store The Scooter Store is a supplier of power mobility solutions, including power wheelchairs, scooters, lifts, ramps, and accessories. The Scooter Store's products and services provide today's seniors and disabled persons potential alternatives to living in nursing homes or other care facilities. Headquartered in New Braunfels, Texas, the Scooter Store has a nationwide network of distribution centers that service products owned or leased by the Company's customers. It has 57 distribution centers in 41 states. Scooter Store Holdings Inc., and 71 affiliates filed for Chapter 11 bankruptcy (Bankr. D. Del. Lead Case No. 13-10904) in Wilmington. The closely held company listed assets of less than $10 million and debt of more than $50 million. Affiliates of private equity firm Sun Capital Partners, based in Boca Raton, Florida, purchased a majority voting interest in the debtors in 2011. Scooter Store is 66.8 percent owned by Sun Capital Partners Inc., owed $40 million on a third lien. In addition to Sun's debt and $25 million on a second lien owing to Crystal Financial LLC, there is a $25 million first-lien revolving credit owing to CIT Healthcare LLC as agent. Crystal is providing $10 million in financing for bankruptcy. Robert S. Brady, Esq., Kenneth J. Enos, Esq., and Andrew L. Magaziner, Esq., at Young, Conaway, Stargatt & Taylor, LLP, and Morgan, Lewis & Bockius LLP represent the Debtor. The Official Committee of Unsecured Creditors is represented by Scott D. Cousins, Mark D. Olivere, and Rachel S. London at Cousins Chipman & Brown, LLP; and Cathy Hershcopf, Jeffrey L. Cohen and Seth Van Aalten at Cooley LLP. SCOOTER STORE: Morgan Lewis Approved as Bankruptcy Counsel ---------------------------------------------------------- The Hon. Peter J. Walsh of the U.S. Bankruptcy Court for the District of Delaware authorized The Scooter Store Holdings, Inc., et al., to employ Morgan, Lewis & Bockius LLP as counsel. MLB will work closely with other professionals as may be retained by the Debtors, including Young, Conaway, Stargatt & Taylor, LLP in order to avoid any unnecessary duplication of effort. The hourly rates of MLB's personnel are: Partners $475 - $950 Counsel(including consultants, senior counsel and counsel) $395 - $935 Associates $235 - $625 Legal Assistants $155 - $355 The hourly rates of professionals working on the case are: Partners $705 - $800 Associates $260 - $525 MLB has been paid a total of $490,875 on account of prepetition services. To the best of the Debtors' knowledge, MLB is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. About The Scooter Store The Scooter Store is a supplier of power mobility solutions, including power wheelchairs, scooters, lifts, ramps, and accessories. The Scooter Store's products and services provide today's seniors and disabled persons potential alternatives to living in nursing homes or other care facilities. Headquartered in New Braunfels, Texas, the Scooter Store has a nationwide network of distribution centers that service products owned or leased by the Company's customers. It has 57 distribution centers in 41 states. Scooter Store Holdings Inc., and 71 affiliates filed for Chapter 11 bankruptcy (Bankr. D. Del. Lead Case No. 13-10904) in Wilmington. The closely held company listed assets of less than $10 million and debt of more than $50 million. Affiliates of private equity firm Sun Capital Partners, based in Boca Raton, Florida, purchased a majority voting interest in the debtors in 2011. Scooter Store is 66.8 percent owned by Sun Capital Partners Inc., owed $40 million on a third lien. In addition to Sun's debt and $25 million on a second lien owing to Crystal Financial LLC, there is a $25 million first-lien revolving credit owing to CIT Healthcare LLC as agent. Crystal is providing $10 million in financing for bankruptcy. Robert S. Brady, Esq., Kenneth J. Enos, Esq., and Andrew L. Magaziner, Esq., at Young, Conaway, Stargatt & Taylor, LLP, and Morgan, Lewis & Bockius LLP represent the Debtor. The Official Committee of Unsecured Creditors is represented by Scott D. Cousins, Mark D. Olivere, and Rachel S. London at Cousins Chipman & Brown, LLP; and Cathy Hershcopf, Jeffrey L. Cohen and Seth Van Aalten at Cooley LLP. SCOOTER STORE: Committee Can Hire Cooley LLP, Cousins Chipman ------------------------------------------------------------- The Official Committee of Unsecured Creditors of The Scooter Store sought and obtained permission from the U.S. Bankruptcy Court to retain: * Cooley LLP as lead counsel. * Cousins Chipman & Brown, LLP as Delaware counsel. The firms can be reached at: Cathy Hershcopf, Esq. Jeffrey L. Cohen, Esq. Seth Van Aalten, Esq. COOLEY LLP 114 Avenue of the Americas New York, NY 10036 Tel: (212) 479-6000 Fax: (212) 479-6275 E-mails: chershcopf@cooley.com jcohen@cooley.com svanaalten@cooley.com - and - Scott D. Cousins, Esq. Mark D. Olivere, Esq. Rachel S. London, Esq. COUSINS CHIPMAN & BROWN, LLP 1007 North Orange Street, Suite 1110 Wilmington, DE 19801 Tel: (302) 295-0191 Fax: (302) 295-0199 E-mails: counsins@ccbllp.com olivere@ccbllp.com london@ccbllp.com The committee members are: 1. Pride Mobility Products Corporation Attn: Larry Marianacci 182 Susquehanna Ave. Exeter, PA 18643 Tel: 570-655-5574 2. Shoprider Mobility Products Inc. Attn: David Lin 21184 Figueroa St. Carson, CA 90745 Tel: 310-328-8866 Fax: 310-328-8185 3. A. Eichoff & Co. Attn: Pat Sacony 401 N. Michigan Ave., Ste. 400 Chicago, IL 60611, Tel: 312-527-7136 Fax: 312-527-7196 4. Go Local LLC Attn: John Jordan 10880 Benson Dr., Ste. 2300 Overland Park, KS, 66210 Tel: 512-779-7698 Fax: 888-895-2499 5. Wheels, Inc. Attn: Jamie Shaffer 666 Garland Pl Des Plaines, IL 60016 Tel: 847-544-4139 Fax: 847-297-3091 A meeting of creditors under 11 U.S.C. Sec. 341(a) was slated for June 20. About Scooter Store The Scooter Store is a supplier of power mobility solutions, including power wheelchairs, scooters, lifts, ramps, and accessories. The Scooter Store's products and services provide today's seniors and disabled persons potential alternatives to living in nursing homes or other care facilities. Headquartered in New Braunfels, Texas, the Scooter Store has a nationwide network of distribution centers that service products owned or leased by the Company's customers. It has 57 distribution centers in 41 states. Scooter Store Holdings Inc., and 71 affiliates filed for Chapter 11 bankruptcy (Bankr. D. Del. Lead Case No. 13-10904) in Wilmington. The closely held company listed assets of less than $10 million and debt of more than $50 million. Affiliates of private equity firm Sun Capital Partners, based in Boca Raton, Florida, purchased a majority voting interest in the debtors in 2011. The company is 66.8 percent owned by Sun Capital Partners Inc., owed $40 million on a third lien. In addition to Sun's debt and $25 million on a second lien owing to Crystal Financial LLC, there is a $25 million first-lien revolving credit owing to CIT Healthcare LLC as agent. Crystal is providing $10 million in financing for bankruptcy. SENSUS USA: S&P Lowers Corp. Credit Rating to 'B-'; Outlook Neg. ---------------------------------------------------------------- Standard & Poor's Ratings Services said that it lowered its ratings on Sensus USA Inc., including the corporate credit rating to 'B-' from 'B+'. The outlook on the corporate credit rating is negative. "The downgrade reflects the company's weaker-than-expected operating performance, which has resulted in credit measures that are consistent with a "highly leveraged" financial risk profile," said Standard & Poor's credit analyst Carol Hom. "The rating action also reflects our expectation that the headroom under the company's financial covenants could become limited in the coming quarters." Although the potential award of large new contracts could strengthen Sensus' business prospects later this year, continued weak operating trends and tightening financial covenants could pressure liquidity. In S&P's base-case credit scenario, its forecast assumes: -- Stabilizing revenue growth in fiscal 2014 (ending March) following the expected contraction during fiscal 2013; -- EBITDA margin in the low teens; and -- Capital expenditures of about 3% of revenues. Sensus manufactures water, gas, and electricity meters and offers related communications, networking, and software solutions. S&P views the business risk profile as "weak." This stems from the company's participation in the highly competitive metering systems industry, its limited geographic diversity, and its high customer concentration. The business risk profile also reflects the company's exposure to the utilities' discretionary capital spending, as well as capital availability, the company's level of market penetration, and the pace of transition to the new smart- grid technology. Success in this industry typically depends on a company's breadth of product offering, product quality and availability, customer service, customers' acceptance of new technology, and price. The outlook is negative. "We could lower the rating if the company's liquidity weakens due to increased concerns over compliance with financial covenants, and if its credit measures do not stabilize in the coming quarters, with the prospect of subsequent improvement," said Ms. Hom. Conversely, S&P could revise the outlook to stable if Sensus' operating performance improves sufficiently to eliminate liquidity risks arising from covenant concerns, and if its credit measures appear on track to improve back towards 6x debt to EBITDA or less. SHAMROCK-HOSTMARK: GE Capital's Motion to Appoint Trustee Denied ---------------------------------------------------------------- The Hon. Jacqueline P. Cox of the U.S. Bankruptcy Court for the Northern District of Illinois denied General Electric Capital Corporation's motion for appointment of a Chapter 11 trustee in the case of Shamrock-Hostmark Princeton Hotel, LLC. As reported in the Troubled Company Reporter on May 1, 2013, in its motion for a trustee to take over management of the Debtors, GECC said the Debtors had no reasonable prospect for confirming a plan without GECC's support. GECC recognized that the Debtors would be afforded some period of time to let The Plasencia Group, Inc. explore the market to see if a confirmable plan could be proposed. About Shamrock-Hostmark Schaumburg, Ill.-based Shamrock-Hostmark Princeton Hotel, LLC, filed for Chapter 11 protection (Bank. N.D. Ill. Case No. 12-25860) on June 27, 2012. William Gingrich signed the petition as vice president-CFO, of Hostmark Hospitality Group. Shamrock- Hostmark Princeton Hotel disclosed $522,413 in assets and $15,457,812 in liabilities as of the Chapter 11 filing. Judge Jacqueline P. Cox presides over the case. Shamrock-Hostmark Andover and four affiliates are units of investment fund Shamrock-Hostmark Hotel Fund that own hotels. Shamrock-Hostmark Princeton owns the DoubleTree by Hilton Hotel Princeton located in Princeton, New Jersey. Shamrock-Hostmark Texas owns Crowne Plaza Hotel in San Antonio, TX. Shamrock- Hostmark Palm owns Embassy Suites Palm Desert in Palm Desert, CA. Shamrock-Hostmark Andover owns the Wyndham Boston Andover in Andover, MA. Shamrock-Hostmark Tampa owns the DoubleTree by Hilton Hotel Tampa Airport - Westshore in Tampa, FL. The Debtors are represented by David M. Neff, Esq., at Perkins Coie LLP, in Chicago, Illinois. SHAMROCK-HOSTMARK: July 10 Hearing on Adequacy of Plan Outline -------------------------------------------------------------- The U.S. Bankruptcy Court for the Northern District of Illinois continued until July 10, 2013, at 1 p.m., the hearing to consider adequacy of information in the Disclosure Statement explaining Shamrock-Hostmark Princeton Hotel, LLC's Chapter 11 Plan. As reported in the Troubled Company Reporter on May 1, 2013, according to the Disclosure Statement, the Debtors intend to emerge from bankruptcy by restructuring their debts and ownership through an equity commitment from the venture. The Debtors' interests and properties will vest 100 percent in the venture, which will be comprised of equity investor and the fund and which will repay lender's secured claims over seven years pursuant to modified loan terms. Payments to creditors will be funded from the equity contribution. A copy of the Disclosure Statement is available for free at http://bankrupt.com/misc/SHAMROCK-HOSTMARK_ds.pdf About Shamrock-Hostmark Schaumburg, Ill.-based Shamrock-Hostmark Princeton Hotel, LLC, filed for Chapter 11 protection (Bank. N.D. Ill. Case No. 12-25860) on June 27, 2012. William Gingrich signed the petition as vice president-CFO, of Hostmark Hospitality Group. Shamrock- Hostmark Princeton Hotel disclosed $522,413 in assets and $15,457,812 in liabilities as of the Chapter 11 filing. Judge Jacqueline P. Cox presides over the case. Shamrock-Hostmark Andover and four affiliates are units of investment fund Shamrock-Hostmark Hotel Fund that own hotels. Shamrock-Hostmark Princeton owns the DoubleTree by Hilton Hotel Princeton located in Princeton, New Jersey. Shamrock-Hostmark Texas owns Crowne Plaza Hotel in San Antonio, TX. Shamrock- Hostmark Palm owns Embassy Suites Palm Desert in Palm Desert, CA. Shamrock-Hostmark Andover owns the Wyndham Boston Andover in Andover, MA. Shamrock-Hostmark Tampa owns the DoubleTree by Hilton Hotel Tampa Airport - Westshore in Tampa, FL. The Debtors are represented by David M. Neff, Esq., at Perkins Coie LLP, in Chicago, Illinois. SOUND SHORE: Montefiore Raises Bid to $58.75 Million ---------------------------------------------------- Ernie Garcia, writing for Luhod.com, reports that the Montefiore health system has added $4.75 million to its purchase offer for Sound Shore Medical Center and Mount Vernon Hospital to speed up the sale. Montefiore raised its bid to $58.75 million plus furniture and equipment as part of a request for a private sale of the bankrupt New Rochelle and Mount Vernon hospitals, which the Bronx-based health system would like to buy by August 2. The report says attorneys for Montefiore and Sound Shore appeared Tuesday morning in federal bankruptcy court and argued that a private sale will take less time than an auction and that there really aren't any potential buyers that Sound Shore hasn't already considered and approached. The report says the creditors committee's attorney supported the private sale and Judge Robert D. Drain approved the motion. The report also notes Judge Drain set the court hearing to finalize the sale for Aug. 2 and noted that any last-minute buyers could still approach the court with a higher offer. Sound Shore is represented by Burton S. Weston, Esq. 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. STACY'S INC: Greenhouse Files for Sale to Metrolina --------------------------------------------------- Stacy's Inc., a commercial greenhouse in York, South Carolina, filed a Chapter 11 petition on June 21 (Bankr. D. S.C. Case No. 13-03600) in Spartanburg, South Carolina, with a deal to sell the business for $17 million to Metrolina Greenhouses, absent higher and better offers at an auction in August. Stacy's has 16 acres of greenhouses on three farms aggregating 260 acres in York, South Carolina. The business employs 1,000 people during its peak season. The biggest customers include Home Depot, Lowe's, Wal-Mart, Tractor Supply Company, Costco, and Harris Teeter. The Debtor disclosed $26.4 million in total assets and $31.4 million in liabilities in its schedules. The secured lender is Bank of the West, owed $22.1 million secured by liens on the assets. A copy of the schedules filed together with the petition is available at http://bankrupt.com/misc/scb_7-13-bk-3600.pdf The Debtor experienced financial struggles in the last few years. The Debtor's founder, Louis O. Stacy, Jr., incurred a serious illness. The company also blamed bad weather during peak season, requirements by business partners to implement computerized inventory tracking and diminishing demand for its products due to the recent economic downturn. Accordingly, the Debtor considered a number of options for reorganization and has determined that the sale of the assets in total is the best method of maximizing benefit for its creditors and parties in interest. After marketing the assets to 21 potential strategic buyers, the Debtor signed an asset purchase agreement with Metrolina Greenhouse. Huntersville, North Carolina-based Metrolina Greenhouse through company MG Acquisition Inc. has agreed to pay $17 million, subject to working capital adjustments, and pay any and all cure amounts for any contracts to be assumed and assigned to MG. MG will purchase a substantial portion of the Debtor's assets, including equipment, inventory, intellectual property, contract rights, transferable permits, receivables, software, books and records, claims, marketing materials, goodwill, insurance policies. The sale includes all of the assets of Stacy's Service Company, LLC, which is a wholly owned non-debtor subsidiary of the Debtor, and four pieces of real property located in York, South Carolina, which are owned by non-debtors Farm 1, LLC; Farm 2, LLC; Farm Investments, LLC; and Garden Center Real Estate, LLC. The sale does not include any cash, deposits, or bankruptcy causes of action, including potential avoidance actions pursuant to 11 U.S.C. Sections 47, 548, 549, and 550. Other Offers The Debtor will still accept other offers for the assets. The Debtor asks the Court to establish these bid procedures: * To participate in the auction, interested parties must submit initial bids by Aug. 16, 2013. * Initial bids must exceed MG's $17 million offer by $500,000 and must include a deposit of $850,000. * Qualified bidders will be invited to an auction to be conducted on Aug. 23, 2013. * MG will be the stalking-horse bidder at the auction. * If another party acquires the Debtor's assets, MG will receive a break-up fee not to exceed $250,000. The Debtor expects to close the assets sale by Aug. 31, 2013. The funds from this sale will be used to pay Bank of the West's outstanding loan balances and to pay the rest of Debtor's prepetition creditors. Business as Usual "Stacy's will continue to operate as it always has, pending the sale, throughout the process," said Tim Bindley, president of Stacy's Greenhouses Inc., according Amanda Memrick, writing for Gaston (N.C.) Gazette. "The flow of quality products delivered by Stacy's will continue during this interim time period and into the future. The sale of Stacy's will allow the new combined company to emerge as a very strong player in the nursery industry." STACY'S INC: Sec. 341 Meeting Slated for July 22 ------------------------------------------------ There's a meeting of creditors of Stacy's Inc. on July 22, 2013, at 2:00 p.m. at Columbia Meeting of Creditors. This is the first meeting of creditors required under Section 341(a) of the Bankruptcy Code in all bankruptcy cases. All creditors are invited, but not required, to attend. This meeting of creditors offers the one opportunity in a bankruptcy proceeding for creditors to question a responsible office of the Debtor under oath about the company's financial affairs and operations that would be of interest to the general body of creditors. Last day to oppose discharge or dischargeability is Sept. 20, 2013. Creditors other than governmental entities are required to submit proofs of claim by Oct. 21, 2013. Governmental entities have until Dec. 18, 2013 to submit claims. About Stacy's Inc. Stacy's Inc., a commercial greenhouse in York, South Carolina, filed a Chapter 11 petition on June 21 (Bankr. D. S.C. Case No. 13-03600) in Spartanburg, South Carolina, with a deal to sell the business for $17 million to Metrolina Greenhouses, absent higher and better offers. Stacy's -- http://www.stacysgreenhouses.com/-- has 16 acres of greenhouses on three farms aggregating 260 acres in York, South Carolina. The business employs 1,000 people during its peak season. The biggest customers include Home Depot, Lowe's, Wal- Mart, Tractor Supply Company, Costco, and Harris Teeter. The secured lender is Bank of the West, owed $22.1 million secured by liens on the assets. The Debtor disclosed $26.4 million in total assets and $31.4 million in liabilities in its schedules. The secured lender is Bank of the West, owed $22.1 million secured by liens on the assets. The Debtor has tapped Barton Law Firm, P.A, as bankruptcy counsel; Ouzts, Ouzts & Varn, P.A. as its financial advisor; SSG Advisors, LLC, as its investment banker; and Faulkner and Thompson, P.A., to provide limited accounting services. STACY'S INC: U.S. Trustee Has Issues With First Day Motions ----------------------------------------------------------- The United States Trustee has issues with Stacy's Inc.'s first-day motions, which include requests to use cash collateral, pay wages and benefits, pay a prepetition claim of a key supplier, and grant adequate assurance to utilities. The Debtor says that it would be forced to cease operations and lay off over 800 current employees if access to Bank of the West's cash collateral is not granted. The Debtor says that it will only be using cash collateral for a short period of time as it expects to close the assets sale by Aug. 31. The Debtor also seeks to pay pre-petition wages, worker's compensation insurance premium and 401(k) contributions owed to employees in order to avoid losing essential employees. The Debtor owes an estimated total of $420,607.86 in wages earned by its employees from June 17, 2013 to the Petition Date. The Debtor seeks to provide the Utility companies with adequate protection by offering pre-payment for post-petition services for every month beginning July 1, 2013. Moreover the Debtor intends to pay its outstanding prepetition debt to SunGro Horticultural. SunGro prepetition provided a specially formulated soil mixture, which is essential to the Debtor's operations. SunGro is now the only provider of this kind of soil in the entire Southeast, having recently merged with its only other competitor in this region. SunGro, currently owed $815,227, has indicated that it will no longer provided soil to the Debtor unless payment is made. "A liquidation of the Debtor's assets would provide an insufficient amount to repay its secured and priority creditors, leaving nothing for distribution to unsecured, nonpriority creditors," says Timothy Brindley, president of Stacy's Inc. Judy A. Robbins, the U.S. Trustee for Region 4, points out: A. In the motion to use cash collateral, the Debtor fails to, among other things, (i) provide details regarding the "secured guaranty of a term loan" made by Bank of the West to the revocable trust of Louis O. Stacy, Jr. with an outstanding balance of $4,858,324, and (ii) provide for a breakdown of projected cash receipts between sales and accounts receivable collections. B. In the motion to pay employee wages and benefits, the Debtor fails to, among other things, (i) identify which employees benefit from the proposed 401k benefit payments, and state how long the 401k plan has been in effect. C. In the motion to pay the prepetition claim of SunGro, the Debtor fails to state sufficient information to enable creditors and parties in interest to determine if the agreement to repay a prepetition debt of $815,000 is fair and reasonable. D. In the motion to provide payment to utilities, the Debtor included non-utility executory agreements relating to data protection and vehicle tracking devices. The US Trustee said it is attempting to establish an official committee of unsecured creditors in this case. A final decision upon the proposed payments to SunGro should be delayed until such time as the committee can review the relief sought by the debtor. About Stacy's Inc. Stacy's Inc., a commercial greenhouse in York, South Carolina, filed a Chapter 11 petition on June 21 (Bankr. D. S.C. Case No. 13-03600) in Spartanburg, South Carolina, with a deal to sell the business for $17 million to Metrolina Greenhouses, absent higher and better offers. Stacy's -- http://www.stacysgreenhouses.com/-- has 16 acres of greenhouses on three farms aggregating 260 acres in York, South Carolina. The business employs 1,000 people during its peak season. The biggest customers include Home Depot, Lowe's, Wal- Mart, Tractor Supply Company, Costco, and Harris Teeter. The secured lender is Bank of the West, owed $22.1 million secured by liens on the assets. The Debtor disclosed $26.4 million in total assets and $31.4 million in liabilities in its schedules. The secured lender is Bank of the West, owed $22.1 million secured by liens on the assets. The Debtor has tapped Barton Law Firm, P.A, as bankruptcy counsel; Ouzts, Ouzts & Varn, P.A. as its financial advisor; SSG Advisors, LLC, as its investment banker; and Faulkner and Thompson, P.A., to provide limited accounting services. STACY'S INC: Proposes to Hire Attorneys and Advisors ---------------------------------------------------- Stacy's Inc., asks for approval from the bankruptcy court to hire Barton Law Firm, P.A, as bankruptcy counsel; Ouzts, Ouzts & Varn, P.A. as its financial advisor; SSG Advisors, LLC, as its investment banker, and Faulkner and Thompson, P.A., to provide limited accounting services. The Debtor has agreed to pay Barton at its regular hourly rates, plus costs and expenses. The hourly rates are: Hourly Rate ----------- Barbara George Barton, Esq. $400 Christine, E. Brimm, Esq. $275 Adam j. Floyd, SC, Esq. $250 Kathy H. Handrock, Paralegal $125 As financial advisor and accountant, Ouzts will receive $265 per hour as compensation for its services. The firm will waive any and all claims relating to services rendered prepetition. SSG, as investment banker, will be paid: * An initial fee of $12,500 * Monthly fees of $25,000 payable on the first of each month; * Upon closing of a sale, a sale fee equal to the greater of (a) $350,000, or (b) 3% of the total consideration, provided that if the sale is made to MG Acquisition without an auction, the sale fee will be $350,000. Faulkner will prepare financial statements for the Debtor's fiscal year ending June 2, 2013, as required with the asset purchase agreement with MG Acquisition, Inc. The Debtor has agreed to pay the firm at the regular hourly rates: Staff Level Hourly Rate ----------- ----------- Partner $240 Manager $185 Senior $150 Staff Accountant $130 Paraprofessional $80 The Debtor believes that the firms do not hold or represent an interest adverse to the Debtor and are "disinterested persons" as that term is defined in U.S.C. Sec. 101(14). About Stacy's Inc. Stacy's Inc., a commercial greenhouse in York, South Carolina, filed a Chapter 11 petition on June 21 (Bankr. D. S.C. Case No. 13-03600) in Spartanburg, South Carolina, with a deal to sell the business for $17 million to Metrolina Greenhouses, absent higher and better offers. Stacy's -- http://www.stacysgreenhouses.com/-- has 16 acres of greenhouses on three farms aggregating 260 acres in York, South Carolina. The business employs 1,000 people during its peak season. The biggest customers include Home Depot, Lowe's, Wal- Mart, Tractor Supply Company, Costco, and Harris Teeter. The secured lender is Bank of the West, owed $22.1 million secured by liens on the assets. The Debtor disclosed $26.4 million in total assets and $31.4 million in liabilities in its schedules. The secured lender is Bank of the West, owed $22.1 million secured by liens on the assets. STOCKTON, CA: Mulls Tax Hike to Restore Solvency ------------------------------------------------ Jim Christie, writing for Reuters, reported that almost a year since Stockton, California became the biggest U.S. city to file for bankruptcy, its leaders will review a tax plan aimed at restoring it to solvency and reducing crime in one of the 10 most dangerous U.S. cities. According to the report, Stockton's City Council will take up the plan along with a budget proposal that comes after an April ruling by U.S. Bankruptcy Judge Christopher Klein that approved letting the city draft a plan for adjusting its debts. The tax plan would raise Stockton's sales tax to 9 percent from 8.25 percent, the report said. Proceeds would go to hiring 120 more police officers, and for other safety programs, and to help Stockton exit from bankruptcy, a goal the city could trumpet in the debt-adjustment plan it will file with Klein in September. "It's to fund what we believe will be a very satisfactory plan of adjustment and restore public safety services, but in a very strategic way," City Manager Bob Deis told Reuters by telephone on Friday. A tax plan would bolster Stockton's standing in court when it files its debt adjustment plan, said lawyer Michael Sweet, a municipal bankruptcy specialist at Fox Rothschild in San Francisco, the report added. About Stockton, Cal. The City of Stockton, California, filed a Chapter 9 petition (Bankr. E.D. Cal. Case No. 12-32118) in Sacramento on June 28, 2012, becoming the largest city to seek creditor protection in U.S. history. The city was forced to file for bankruptcy after talks with bondholders and labor unions failed. Stockton estimated more than $1 billion in assets and in excess of $500 million in liabilities. The city, with a population of about 300,000, identified the California Public Employees Retirement System as the largest unsecured creditor with a claim of $147.5 million for unfunded pension costs. In second place is Wells Fargo Bank NA as trustee for $124.3 million in pension obligation bonds. The list of largest creditors includes $119.2 million owing on four other series of bonds. The city is being represented by Marc A. Levinson, Esq., and John W. Killeen, Esq., at Orrick, Herrington & Sutcliffe LLP. The petition was signed by Robert Deis, city manager. Mr. Levinson also represented the city of Vallejo, Cal. in its 2008 bankruptcy. Vallejo filed for protection under Chapter 9 (Bankr. E.D. Cal. Case No. 08-26813) on May 23, 2008, estimating $500 million to $1 billion in assets and $100 million to $500 million in debts in its petition. In August 2011, Vallejo was given green light to exit the municipal reorganization. The Vallejo Chapter 9 plan restructures $50 million of publicly held debt secured by leases on public buildings. Although the Plan doesn't affect pensions, it adjusts the claims and benefits of current and former city employees. Bankruptcy Judge Michael McManus released Vallejo from bankruptcy on Nov. 1, 2011. The bankruptcy judge on April 1, 2013, ruled that the city of Stockton is eligible for municipal bankruptcy in Chapter 9. STORY BUILDING: Files Fourth Amended Chap. 11 Plan -------------------------------------------------- Story Building LLC filed with the U.S. Bankruptcy Court for the Central District of California, Santa Ana Division, a fourth amended plan of reorganization, which provides for two alternative funding of the Plan. Under the Plan, Gholam Ali Safari, the New Value Contributor, will provide funds sufficient to satisfy the Debtor's obligations to creditors by making a required deposit in the amount of $3,899,201, in advance of the effective date of the Plan. If the New Value Contributor fails to timely make the required deposit, the Debtor's assets will be sold to Boulevard Hospitality LLC, as the stalking horse bidder, or to a qualified bidder who submits a higher and better bid. Proceeds of the sale will be use to satisfy the Debtor's obligations. General unsecured claims are impaired and will be paid either (i) a pro rata share of quarterly installments of $1,771 and interest accruing at the annual rate of 2.25%; or (ii) in the event of an asset sale, cash in an amount equal to the holder's allowed claim amount without interest. A two-party copy of the Fourth Amended Plan dated June 6, 2013, is available for free at: http://bankrupt.com/misc/STORYBLDGplan10606.pdf http://bankrupt.com/misc/STORYBLDGplan20606.pdf A hearing on the confirmation of the Plan will be held on July 18, 2013, at 10:30 a.m. Sandford L. Frey, Esq., at Creim Macias Koenig & Frey LLP, in Los Angeles, California, for the Debtor. H. Mark Mersel, Esq., at Bryan Cave LLP, in Irvine, California, and Michelle McMahon, Esq., at Bryan Cave LLP, in New York, for Wells Fargo. About Story Building LLC Story Building LLC is a real estate management company based in Irvine, California. The Company owns and operates a 13-story historical building located in Downtown, Los Angeles, known as the Walter P. Story Building, located at 610 S. Broadway. The building is primarily utilized as a jewelry plaza. Story Building LLC filed for Chapter 11 bankruptcy protection (Bankr. C.D. Cal. Case No. 10-16614) on May 17, 2010. Sandford Frey, Esq., at Creim Macias Koenig & Frey LLP, represents the Debtor in its restructuring effort. The Debtor disclosed $19,421,024 in assets and $16,500,721 in liabilities as of the Chapter 11 filing. There was no official committee of unsecured creditors appointed in the Debtor's case. The Debtor has filed a plan providing for distributions to be funded primarily from operations of the Story Building property, and the new value contribution. The Debtor's interest holder has agreed to provide $160,000. Under the Plan, distributions will be funded primarily from operations of the Story Building property, and the new value contribution. The Debtor's interest holder has agreed to provide $160,000. Wells Fargo Bank NA -- as trustee for the registered holders of JPMorgan Chase Commercial Mortgage Securities Corp., Commercial Mortgage Pass-Through Certificates, Series 2004-C1 -- is represented by Michelle McMahon, Esq., at Bryan Cave LLP. T-L BRYWOOD: Files Bankruptcy-Exit Plan --------------------------------------- T-L Brywood LLC, et al., have submitted to the U.S. Bankruptcy Court for the Northern District of Indiana a Joint Disclosure Statement explaining their proposed Plan of Reorganization. According to the Disclosure Statement, the Plan provides for full payment of Class 1 Claim of RCG-KC Brywood, LLC, Class 2 Claim of CT Bank, Class 6 Claim of JC Collector, and Class 7 Claim of The Conyers Tax Collectors. Classes 3 to 5 Claim of CT Bank will receive monthly interest payments until the claim is paid in full. Class 8 Claim of the Smyrna Tax Collectors will be paid in full in cash on the Effective Date or soon as practicable thereafter. The Plan is premised upon the deemed substantive consolidation of the Debtors solely for purposes of implementing the Plan, including for purposes of voting, confirmation, distributions to creditors and administration. On the Effective Date, and for Plan Implementation purposes only: 1. the assets and liabilities of each of the Debtors will be treated as though such assets and liabilities were assets and liabilities of a single entity; 2. the collective cash flow of all of the Debtors maybe utilized to pay for the operating expenses and the payments required under the plan for all Debtors; and 3. inter-Debtor claims as of the filing of the Chapter 11 cases, if any, are extinguished. A copy of the Disclosure Statement is available for free at http://bankrupt.com/misc/T-L_BRYWOOD_ds.pdf About T-L Brywood T-L Brywood LLC filed for Chapter 11 bankruptcy (Bankr. N.D. Ill. Case No.12-09582) on March 12, 2012. T-L Brywood owns and operates a commercial shopping center known as the "Brywood Centre" -- http://www.brywoodcentre.com/-- in Kansas City, Missouri. The Property encompasses roughly 25.6 acres and comprises 183,159 square feet of retail space that is occupied by 12 operating tenants. The occupancy rate for the Property is approximately 80%. The Debtor and lender The PrivateBank and Trust Company reached an impasse over the terms and conditions of another extension of a mortgage loan on the Property. As a result, the Debtor filed the Chapter 11 case to protect the Property from foreclosure while the Debtor formulates an exit strategy from the reorganization case. As of the Petition Date, no foreclosure relating to the Property had been filed by the Lender. Judge Donald R. Cassling oversees the case. The Debtor is represented by David K. Welch, Esq., Arthur G. Simon, Esq., and Jeffrey C. Dan. Esq., at Crane, Heyman, Simon, Welch & Clar, in Chicago. The Debtor disclosed total assets of $16,666,257 and total liabilities of $13,970,622 in its schedules. The petition was signed by Richard Dube, president of Tri-Land Properties, Inc., manager. PrivateBank is represented by William J. Connelly, Esq., at Hinshaw & Culbertson LLP. TENET HEALTHCARE: Fitch Puts 'B' IDR on Rating Watch Negative ------------------------------------------------------------- Fitch Ratings has placed Tenet Healthcare Corporation's ratings, including the 'B' Issuer Default Rating (IDR), on Rating Watch Negative. The action follows the company's announcement that it will acquire Vanguard Health Systems (Vanguard). The ratings apply to approximately $5.5 billion of debt at March 31, 2013. Key Rating Drivers: -- Tenet has announced that it will acquire Vanguard in an all cash deal for a total consideration of $4.3 billion, including the purchase of Vanguard's public equity for $1.8 billion and the assumption of $2.5 billion of Vanguard's outstanding debt. The transaction is expected to close near the end of calendar 2013. -- Fitch expects the transaction will be entirely debt funded, contributing to total debt-to-EBITDA of above 5.5x for the combined entity at the end of 2013. Maintenance of the 'B' IDR will require an expectation of debt declining to at or below 5.0x by the close of 2014. -- Although the targeted debt leverage is somewhat low relative to the 'B' IDR, the ratings are constrained by the combined company's weak free cash flow (FCF) and industry lagging profitability, coupled with poor organic operating trends in the for-profit hospital industry. -- An expectation of lower leverage at the end of 2014 primarily relies upon organic EBITDA growth (as opposed to the realization of synergies or debt reduction). Potential growth drivers include the implementation of the Affordable Care Act (ACA) and the scheduled opening of in-progress capital expansion projects. LAGGING FCF AND PROFITABILITY A RISK TO CONSOLIDATED CREDIT PROFILE: The Negative Watch primarily reflects risks inherent in the companies' operating profiles, the most important of which is strained FCF generation and industry-lagging profitability. On a stand-alone basis, both companies are highly leveraged (Tenet Match 31, 2013 total debt-to-EBITDA of 4.6x and Vanguard 5.5x), and Fitch expects Vanguard to produce negative FCF (cash from operations less dividends and capital expenditures) in 2013-2014. Given the combined company's somewhat limited financial flexibility and the high degree of operating leverage inherent in hospital companies operating profiles, the persistently weak growth in organic patient utilization in the for-profit hospital sector is a concern. The implementation of the insurance expansion elements of the Affordable Care Act (ACA) will likely provide a boost in hospital industry volumes, but will not ameliorate the slow rate of underlying utilization growth. It is worth noting, however, that Vanguard's negative FCF profile is primarily the result of capital investment in some of its recently acquired markets. The funding of these projects will support growth in EBITDA over the longer term. Most importantly, some recent projects at Detroit Medical Center are scheduled to open in early 2014, in time to coincide with the insurance expansion elements of the ACA. Tenet's weak, although improving, FCF generation is a legacy of the company's industry lagging profitability and relatively high interest rates on its debt obligations. Fitch notes that the company has recently been successful in refinancing some of its higher cost debt, which will contribute to better FCF generation. However, Tenet's recently more aggressive capital deployment is a risk to the credit profile. The company has become more aggressive in returning cash to shareholders and management has indicated that it will not scale back share repurchase activity on the heels of the Vanguard acquisition. SOLID STRATEGIC RATIONALE SUPPORTED BY HEALTHCARE REFORM: Fitch does view the transaction as strategically compelling for Tenet because it will enhance the geographic scope of the company's portfolio of care delivery assets and add operational diversification through Vanguard's health plan operations. The strategic rationale for consolidation in the healthcare provider industry is encouraged by reforms favoring larger, integrated systems of care delivery, including the ACA. Fitch believes the implementation of the insurance expansion elements of the ACA will be a positive catalyst for EBITDA growth for the hospital industry in 2014, primarily because of a reduction in uninsured patient volumes and the associated burden of bad debt expense. However, modeling the ACA's effects for a combined Tenet/Vanguard is difficult because of uncertainties in the assumptions of the legislation's effects on the industry. Before the end of 2013 there will be better visibility into the effects of the insurance expansion component of the ACA in several areas that will affect the operation of the industry. Most importantly, these include the decision by state governments on whether to participate in the Medicaid expansion plan, rates negotiated by hospital providers with respect to insurance products to be offered in the state run health insurance exchanges, and the effect of certain Medicare reimbursement reductions on hospital providers. RATING SENSITIVITIES: Fitch expects to resolve the Rating Watch toward the end of 2013. Maintenance of the 'B' IDR will require an expectation of debt-to- EBITDA of below 5.0x at the end of 2014. There could be a tolerance for higher leverage at the 'B' IDR (up to 5.5x total debt to EBITDA) assuming an improvement in the FCF profile. An expectation of an improving FCF profile could be supported by more clarity on the key variables of the ACA that will influence the hospital industry beginning in 2014, as well as evidence of some stabilization of organic operating trends in the combined company's largest hospital markets. A clear plan for the achievement of operating synergies would also be supportive of the ratings. There is operational risk inherent in the integration of a company the size of Vanguard. While Fitch sees the rationale for the $200 million in operating synergies Tenet expects to achieve by the second year post the transaction, the company does not have a recent track record of integrating inpatient hospital acquisitions. DEBT ISSUE RATINGS: Fitch has placed Tenet's ratings on Negative Watch as follows: -- IDR 'B'; -- Senior secured credit facility and senior secured notes 'BB/RR1'; -- Senior unsecured notes 'B-/RR5'. The effect of the transaction on the debt issue ratings is uncertain since this will depend upon the mix of secured and unsecured debt used to finance the transaction. Tenet's debt agreements limit the amount of secured debt in the capital structure to 4.0x EBITDA. On a pro forma basis assuming combined LTM March 31, 2013 EBITDA, the total secured debt capacity would be about $7 billion. The Recovery Ratings (RRs) reflect Fitch's expectation that the enterprise value of Tenet will be maximized in a restructuring scenario (going concern), rather than a liquidation. At March 31, 2013, Fitch uses a 6.5x distressed enterprise value (EV) multiple and stresses LTM EBITDA by 40%, considering post-restructuring estimates for interest and rent expense and maintenance level capital expenditure. Based on these assumptions, Fitch estimates Tenet's distressed enterprise valuation in restructuring to be approximately $4.8 billion. The 'BB/RR1' rating for the senior secured bank facility and senior secured notes reflects Fitch's expectations for 100% recovery for these creditors. The 'B-/RR5' rating on the unsecured notes reflects Fitch's expectations for recovery of 17% of outstanding principal. Total debt of $5.5 billion at March 31, 2013 consisted primarily of: Senior unsecured notes: -- $60 million due 2014; -- $474 million due 2015; -- $1,050 million due 2020; -- $430 million due 2031. Senior secured notes: -- $1.041 billion due 2018; -- $925 million due 2019; -- $500 million due 2020; -- $850 million due 2021. THQ INC: July 16 Hearing on Confirmation of Liquidation Plan ------------------------------------------------------------ The U.S. Bankruptcy Court for the District of Delaware will convene a hearing on July 16, 2013, at 10:30 a.m., to consider the confirmation of THQ Inc., et al.'s Plan of Liquidation. Objections, if any, are due July 2 at 4 p.m. The Court approved the Disclosure Statement explaining the Plan on May 30. Ballots accepting or rejecting the Plan are due July 2 at 5 p.m. Ballots must be submitted to: THQ Ballot Processing c/o Kurtzman Carson Consultants LLC 1335 Alaska Avenue El Segundo, CA 90245 According to the Disclosure Statement for the First Amended Plan of Liquidation dated May 28, 2013, the Debtors' principal operating assets have already been sold pursuant to Section 363 of the Bankruptcy Code during the pendency of the Chapter 11 cases. The objectives of the plan are to effect the substantive consolidation of the Debtors and provide a mechanism for the prompt liquidation of the causes of action and other remaining assets of the Debtors, and distribution of the proceeds thereof to Holders of Allowed Claims. The Plan establishes a Litigation Trust and a Stock Trust. A copy of the Amended Disclosure Statement is available for free at http://bankrupt.com/misc/THQ_INC_ds_1stamendedplan.pdf About THQ Inc. THQ Inc. (NASDAQ: THQI) -- http://www.thq.com/-- was a worldwide developer and publisher of interactive entertainment software. The Company developed its products for all popular game systems, personal computers, wireless devices and the Internet. Headquartered in Los Angeles, California, THQ sold product through its network of offices located throughout North America and Europe. THQ Inc. and its affiliates sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 12-13398) on Dec. 19, 2012. Michael R. Nestor, M. Blake Cleary and Jaime Luton Chapman at Ypung Conaway Stargatt & Taylor, LLP; and Oscar Garza at Gibson, Dunn & Crutcher LLP represent the Debtors. FTI Consulting and Centerview Partners LLC are the financial advisors. Kurtzman Carson Consultants is the claims and notice agent. Before the bankruptcy, Clearlake signed a contract to buy Agoura THQ for a price said to be worth $60 million. After a 22-hour auction with 10 bidders, the top offers brought a combined $72 million from several buyers who will split up the company. Judge Walrath approved the sales in January. Some of the assets didn't sell, including properties the company said could be worth about $29 million. Roberta A. DeAngelis, U.S. Trustee for Region 3, appointed five persons to serve in the Official Committee of Unsecured Creditors. The Committee tapped Houlihan Lokey Capital as its financial advisor and investment banker, Landis Rath & Cobb as co-counsel and Andrews Kurth as counsel. TMT USA: Case Summary & 30 Largest Unsecured Creditors ------------------------------------------------------ Debtor-affiliates that simultaneously filed Chapter 11 petitions: Debtor Case No. ------ -------- TMT USA Shipmanagement LLC 13-33740 5005 Woodway Dr. Houston, TX 77056 A Whale Corporation 13-33741 B Whale Corporation 13-33742 C Whale Corporation 13-33743 D Whale Corporation 13-33744 E Whale Corporation 13-33745 G Whale Corporation 13-33746 H Whale Corporation 13-33747 A Duckling Corporation 13-33748 F Elephant Corporation 13-33749 F Elephant Inc. 13-33750 A Ladybug Corporation 13-33751 C Ladybug Corporation 13-33752 D Ladybug Corporation 13-33754 A Handy Corporation 13-33755 B Handy Corporation 13-33756 C Handy Corporation 13-33757 B Max Corporation 13-33758 New Flagship Investment Co., Ltd. 13-33759 RoRo Line Corporation 13-33760 Ugly Duckling Holding Corporation 13-33761 Great Elephant Corporation 13-33762 TMT Procurement Corporation 13-33763 Chapter 11 Petition Date: June 20, 2013 Court: U.S. Bankruptcy Court Southern District of Texas (Houston) Judge: Hon. Marvin Isgur About the Debtors: Known in the industry as TMT Group, TMT USA Shipmanagement LLC and its affiliates own 17 vessels. Vessels range in size from approximately 27,000 dead weight tons (dwt) to approximately 320,000 dwt. Rachel Feintzeig writing for Dow Jones' DBR Small Cap reports that Taiwanese shipping company TMT Group is gearing up for a fight over its right to remain in bankruptcy protection in the U.S. Debtors' Counsel: William Alfred Wood, III, Esq. Jason G. Cohen, Esq. BRACEWELL & GIULIANI LLP 711 Louisiana St., Ste 2300 Houston, TX 77002-2781 Tel: 713-223-2300 Fax: 713-221-1212 E-mail: Trey.Wood@bgllp.com Jason.Cohen@bgllp.com - and - Evan D. Flaschen, Esq. BRACEWELL & GIULIANI LLP Goodwyn Square 225 Asylum Street, Suite 2600 Hartford, CT 06103 Tel: 860-947-9000 Fax: 860-246-3201 E-mail: Evan.Flaschen@bgllp.com - and - Robert G. Burns, Esq. BRACEWELL & GIULIANI LLP 1251 Avenue of Americas, 49th Floor New York, NY 10020-1104 Tel: 212-508-6100 Fax: 800-404-3970 E-mail: Robert.Burns@bgllp.com Total Assets: $1.52 billion Total Liabilities: $1.46 billion in liabilities The petitions were signed by Hsin Chi Su, President. Estimar Marine S.A., and Mommy Management Corp. each own 50% of TMT USA Shipmanagement's common stock. Consolidated List of Creditors Holding the 30 Largest Unsecured Claims: Entity Nature of Claim Amount of Claim ------ --------------- --------------- China Shipping Car Carrier Charter Hire $10,076,164 9/F, 700 DongDaMing Road, Shanghai, China 200 080 KPI Bridge Oil Bunker Supplier $6,963,749 1 Raffles Place #41-02 OUB Centre, Singapore 048616 Transocean Oil PTE Ltd. Bunker Supplier $5,142,667 1 Commonwealth Lane No. 06-01/02 Commonwealth Singapore 149544 T.R.S. NV Europe Agent $1,600,000 Ouland 37 - Haven 97 B-2030 Antwerp Omega Bunker S.R.L. Bunker Supplier $1,226,362 Via Circonvallazione, 6 30171 Venezia Mestre Italy, P.IVA IT03167830276 China Ocean Shipping Agency Agent $1,222,166 COSCO Logistics Plaza, No. 220, Balizhuangbeili Block Chaoyang District Beijing, China Jurong SML PTE. Ltd. Repair $1,043,534 29, Tanjong Kling Road, Jurong Town Singapore 628054 CTX Special Risks Limited Insurance $1,024,094 1/F, No.4, Alley 19 Lane 216, Sec. 4 Zhongxiao E. Road Taipei 106, Taiwan Scandinavian Bunkering AS Bunker Supplier $969,422 Ovre Langgate 50 N-3110 Tonsberg, Norway Songa Shipping PET LTD 1 Temasek Avenue #22-05 Charter $837,990 Millenia Tower Hire Singapore, 039192 Singapore Eiger Shipping SA Charter $824,812 9, rue du Conseil General Hire CH 1205 - Geneva Switzerland Inchape Shipping Services Agent $629,710 Suzuyo Hamamatsucho Building 1-16, Kidan 2-chome Minato-ku 105-0022 Aquarius Marine & Oil Bunker Supplier $600,523 Limited P.O. Box 25 26 Athol Street Douglas, Isle Of Man IM99, UK Ocean Energy Ltd. Bunker Supplier $542,755 Trust House 112 Bonadie Street Kingston, SaintVincent SITC Shipping Corp. Agent $517,300 Rooms 2202-2203, 22/F Office Tower Convention Plaza 1 Harbour Road Wanchai Hong Kong Gulf Agency Company Agent $489,527 P.O. Box 335 Dammam 31411, Saudi Arabia Panavico Shanghai Agent $437,944 3/f No. 13 Zhongshan Road (E.1) Shanghai, China Albeit Almamoor Agent $406,000 General Trading Dubai ? Al Maktum Street Doha Center Building flat 702 Cathay Century Insurance $404,630 Insurance Co. 13/F Kyoto Plaza 491-499 Lockhart Road Causeway Bay, Hong Kong Hull Blyth & Co. Agent $401,284 10 Coldbath Square Clerkenwell London EC1R 5HL COSCO Manning Corp. Inc. Crew Company $367,210 Floor 6, Building 3 No.170 Beiyuan Road Chaoyang Dist. Beijing, China Universal Marine Spare Parts Supplier $333,331 Service Co. 330-110, Chunghak-Dong Youngdo-Gu Pusan, Korea 606-075 BP Marine Luboil Supplier $306,464 Limited (Castrol) Chertsey Road Sunbury On Thames Middlesex, TW16 7BP UK AB Plant Shipping Limited Agent $272,000 Colton Grange High House Farm Lane Colton, Norwich Norfolk, NR9 5DG Shipping Corporation Charter Hire $255,619 of India Ltd No. 245, Madame Cama Road Mumbai - 400 021. North Sea Group Bunker Supplier $255,060 Hong Kong Ltd. 3307, 33/F, Hopewell Centre 183 Queens Road East Wanchai Hong Kong Zhejiang Eastern Repair $210,000 Shipyard Co., Ltd Wilhelmsen Ships Services Supplier $201,742 Vanguard Energy Pte. Ltd. Bunker Supplier $192,851 Xiamen Hailong Crew Company $169,079 Manning Service Co. ----------- Total $37,928,348 TRANSVANTAGE SOLUTIONS: Ch. 11 Trustee Taps GMCO as Accountants --------------------------------------------------------------- Alfred T. Giuliano, the Chapter 11 trustee for TransVantage Solutions, Inc., asks the U.S. Bankruptcy Court for the District of New Jersey for permission to employ Giuliano Miller & Company, LLC as its accountants. GMCO is expected provide, among other things: a. general accounting and tax advisory services to the trustee regarding the administration of the bankruptcy estate; b. review of and assistance in the preparation and filing of any tax returns, any assistance regarding existing and future IRS examinations and any and all other tax assistance as may be requested from time to time; and c. interpretation and analysis of financial materials, including accounting, tax, statistical, financial and economic data, regarding the Debtor and other relevant parties. The hourly rates of GMCO's personnel are: Professional Hourly Rate ------------ ----------- Senior Partner $550 Managers $400 - $425 Staff $245 - $350 Paraprofessional $150 - $170 To the best of the trustee's knowledge, GMCO is a "disinterested person" as that phrase is defined in Section 101(14) of the Bankruptcy Code. About TransVantage Solutions Branchburg, New Jersey-based TransVantage Solutions, Inc., doing business as Freight Traffic Services, provides billing and payment services to shippers or receivers of goods. The Company filed a Chapter 11 petition (Bankr. D.N.J. Case No. 13-19753) in Trenton, New Jersey on May 4, 2013, and immediately filed a motion for Chapter 11 trustee to take over management of the Debtor. The petition was signed by Shirley Sooy as president. John F. Bracaglia, Jr., Esq., at Cohn, Bracaglia & Gropper serves as the Debtor's counsel. The Debtor disclosed assets in $71,260,000 and scheduled liabilities in $41,319,266 in its schedules. Michael G. Menkowitz, Esq. -- mmenkowitz@foxrothschild.com -- and Jason C. Manfrey, Esq. -- jmanfrey@foxrothschild.com -- at Fox Rothschild LLP represent the Chapter 11 Trustee. TRANSVANTAGE SOLUTIONS: Ch.11 Trustee Taps Fox Rothschild --------------------------------------------------------- Alfred T. Giuliano, the Chapter 11 trustee for TransVantage Solutions, Inc., asks the U.S. Bankruptcy Court for the District of New Jersey for permission to employ the law firm of Fox Rothschild LLP as his attorneys. The firm will, among other things: a) take necessary actions to protect and preserve the Debtor's estate, including the prosecution of actions on behalf of the Trustee and the defense of actions commenced against the Debtor; b) investigate the acts, conduct, assets, liabilities, and financial condition of the Debtor, the operation of the Debtor's business and the desirability of the continuance of such business, and any other matter relevant to the chapter 11 case or to the formulation of a plan; and c) consult with the trustee in connection with: (i) any actual or potential transactions involving the trustee, and (ii) the operating, financial and other business matters relating to the ongoing activities of the Debtor. The hourly rates of the firms' personnel are: Michael G. Menkowitz $620 Jason C. Manfrey $270 Joseph DiStanislao, paralegal $275 To the best of the trustee's knowledge, the firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. About TransVantage Solutions Branchburg, New Jersey-based TransVantage Solutions, Inc., doing business as Freight Traffic Services, provides billing and payment services to shippers or receivers of goods. The Company filed a Chapter 11 petition (Bankr. D.N.J. Case No. 13-19753) in Trenton, New Jersey on May 4, 2013, and immediately filed a motion for Chapter 11 trustee to take over management of the Debtor. The petition was signed by Shirley Sooy as president. John F. Bracaglia, Jr., Esq., at Cohn, Bracaglia & Gropper serves as the Debtor's counsel. The Debtor disclosed assets in $71,260,000 and scheduled liabilities in $41,319,266 in its schedules. Michael G. Menkowitz, Esq., and Jason C. Manfrey, Esq., at Fox Rothschild LLP represent the Chapter 11 Trustee. TRANSVANTAGE SOLUTIONS: Ch.11 Trustee Seeks Chapter 7 Liquidation ----------------------------------------------------------------- Alfred T. Giuliano, the Chapter 11 trustee for TransVantage Solutions, Inc., asks the U.S. Bankruptcy Court for the District of New Jersey to convert the Debtor's bankruptcy case to one under Chapter 7 of the Bankruptcy Code. The trustee explains that it would not be beneficial if the Debtor remains in Chapter 11 to pursue various causes of action, when a Chapter 7 trustee can pursue those same causes of action. In a separate filing, the Hon. Raymond T. Lyons ordered that the clerk will randomly assign the case and any related cases or adversary proceedings to another judge. The Court noted that the recusal in the case is appropriate. About TransVantage Solutions, Inc. Branchburg, New Jersey-based TransVantage Solutions, Inc., doing business as Freight Traffic Services, provides billing and payment services to shippers or receivers of goods. The Company filed a Chapter 11 petition (Bankr. D.N.J. Case No. 13-19753) in Trenton, New Jersey on May 4, 2013, and immediately filed a motion for Chapter 11 trustee to take over management of the Debtor. The petition was signed by Shirley Sooy as president. John F. Bracaglia, Jr., Esq., at Cohn, Bracaglia & Gropper serves as the Debtor's counsel. The Debtor disclosed assets in $71,260,000 and scheduled liabilities in $41,319,266 in its schedules. Michael G. Menkowitz, Esq., and Jason C. Manfrey, Esq., at Fox Rothschild LLP represent the Chapter 11 Trustee. TRENDSET INC: Files List of Top Unsecured Creditors --------------------------------------------------- Trendset, Inc., has submitted to the Bankruptcy Court a list that identifies its top 20 unsecured creditors. Creditors with the three largest claims are: Entity Nature of Claim Claim Amount ------ --------------- ------------ Philips 12,503,920 40 Wisconsin Ave. Norwich, CT 06360 Acuity Brands Lighting, Inc. 6,976,877 1400 Lester Road Conyers, GA 30012 Husqvarna 5,995,520 1030 Stevens Creek Road Augusta, GA 30909 A copy of the creditors' list is available for free at: http://bankrupt.com/misc/TRENDSET_INC_creditorslist.pdf Trendset, Inc., was the subject of an involuntary Chapter 11 petition (Bankr. D. S.C. Case No. 13-02225) filed on April 15, 2013. Rory D. Whelehan, Esq., at Womble Carlyle Sandridge & Rice, LLP, serves as counsel to the alleged creditors. Creditors who signed the Chapter 11 petition are Husqvarna Professional Products, Inc., (owed $5,782,524), Legrand North America, Inc. (owed $4,642,653) and DH Business Services, LLC (owed $3,883,360). UNIVERSAL HEALTH: Case Conversion Hearing Set for July 29 --------------------------------------------------------- The hearing on a motion to convert the Chapter 11 case of Universal Health Care Group, Inc., to a liquidation under Chapter 7 of the U.S. Bankruptcy Code is set for July 29, 2013 at 3:00 p.m. Soneet R. Kapila, who was named Chapter 11 trustee in the case, filed papers on May 7 asking the bankruptcy judge to convert the reorganization effort to a Chapter 7 liquidation. About Universal Health Care Group Universal Health Care Group, Inc., owns an insurance company and three health-maintenance organizations that provide managed care services for government sponsored health care programs, focusing on Medicare and Medicaid. Universal Health was founded in 2002 by Dr. A.K. Desai and grew its operations of offering Medicare plans to more than 37,000 members to over 20 states. Universal Health filed a Chapter 11 bankruptcy protection (Bankr. M.D. Fla. Case No. 13-01520) on Feb. 6, 2013, after Florida regulators moved to put two of the company's subsidiaries in receivership. Universal Health Care estimated assets of up to $100 million and debt of less than $50 million in court filings in Tampa, Florida. Harley E. Riedel, Esq., at Stichter Riedel Blain & Prosser, in Tampa, serves as counsel to the Debtor. In March 2013, the Bankruptcy Court authorized Universal to sell its insurance subsidiaries, which includes Universal's Medicare health plans, for $33.3 million cash to Citrus Universal Healthcare, Inc., an affiliate of CarePoint Insurance Co. BankUnited NA, agent for the Debtor's lenders, was prepared to have the case dismissed if the sale wasn't to its satisfaction. The lenders were owed $36.5 million. Universal had lined up a buyer named Universal Health Acquisition Corp. to purchase the Debtor's subsidiaries for as much as $38 million paid in annual installments over 14 years, with interest at 2 percentage points higher than the London interbank offered rate. The CarePoint unit's cash offer prevailed at the auction. US SILICA: S&P Raises Corp. Credit Rating to 'BB-'; Outlook Stable ------------------------------------------------------------------ Standard & Poor's Ratings Services said it raised its corporate credit rating to 'BB-' from 'B+' on Frederick, Md.-based U.S. Silica Co. The outlook is stable. At the same time, S&P raised the issue-level rating on the company's $255 million term loan to 'BB' from 'BB-'. The recovery rating remains '2', indicating S&P's expectation of substantial (70% to 90%) recovery under its default scenario. "The upgrade reflects our view that frac and industrial sand supplier U.S. Silica's improved operating performance, cash flow generation, and credit measures are sustainable now that the its former financial sponsor has loosened control over the company," said Standard & Poor's credit analyst Gayle Podurgiel. Affiliates of private equity firm Golden Gate Capital recently completed a secondary offering of its shares, reducing its ownership in U.S. Silica to 33% from 59%. S&P is revising its financial risk profile assessment to "significant" from "aggressive" for U.S. Silica given the ownership change and based on S&P's view that it can sustain leverage of less than 4x. S&P's business risk assessment remains "weak". S&P's view of the business balances the company's good market position in both its frac and industrial sand businesses against its small overall size and S&P's expectation for ongoing volatility in frac sand markets over the next several years as the industry matures. U.S. Silica's liquidity position is "adequate" under S&P's criteria. The stable outlook reflects S&P's view that U.S. Silica's operating performance will continue to improve in 2013, with EBITDA of $160 million. S&P expects the company will be able to sustain leverage measures between 2x and 3x, with FFO to debt of more than 20% during the next 12 to 18 months. S&P could lower the rating if leverage rose to more than 4x, and it expected it to remain elevated for an extended period. This could occur if demand for frac sand fell due to a severe slowdown in domestic energy markets, prompting S&P to view the industry as more volatile than it currently expects. A negative rating action could also occur if the company increased its debt levels to finance a large acquisition or a shareholder-friendly action. Additional positive rating actions are unlikely given S&P's view that U.S. Silica's overall size and scope are relatively small in comparison to rating category peers and that frac sand industry conditions are becoming increasingly competitive. S&P has incorporated these factors into its "weak" business risk profile assessment, which constrains additional upside potential for the rating. U.S. Silica is a major producer of sand for both industrial applications and use in hydraulic fracturing. VAIL LAKE: Files List of Top Unsecured Creditors ------------------------------------------------ Vail Lake Resort submitted to the Bankruptcy Court a list that identifies its top 20 unsecured creditors. Creditors with the three largest claims are: Entity Nature of Claim Claim Amount ------ --------------- ------------ North Plaza, LLC Litigation Settlement $1,500,000 c/o Richard M Kipperman Liquidating Trustee P.O Box 310 La Mesa, CA 91944-3010 Thomas Tahara Note $471,250 P.O Box 1674 Solana Beach, CA 92075 Jaraslave Medec Consulting Services $313,979 38000 Highway 79 S. Temecula, CA 92589 A copy of the creditors' list is available for free at: http://bankrupt.com/misc/VAIL_LAKE_creditors_list.pdf About Vail Lake Vail Lake Rancho California, LLC and its affiliates own the California campground Vail Lake Resort. Vail Lake is a large reservoir in western Riverside County, California, located on Temecula Creek in the Santa Margarita River watershed, approximately 15 miles east of Temecula, California. Properties cover approximately 9,000 acres and have an estimated water storage capacity of approximately 51,000 acre-feet. On Dec. 26, 2012, creditors of Vail Lake filed an involuntary Chapter 11 petition (Bankr. S.D. Cal. Case No. 12-16684) for Vail Lake. In a filing on June 6, 2013, the Debtor said it consents to the entry of an order for relief and does not contest the involuntary Chapter 11 petition. On June 5, 2013, the company sent 5 related entities -- Vail Lake USA, LLC ("VLU"), Vail Lake Village & Resort, LLC ("VLRC"), Vail Lake Groves, LLC, Agua Tibia Ranch, LLC, and Outdoor Recreational Management, LLC -- to Chapter 11 bankruptcy. The new debtors have sought and obtained an order for joint administration of their Chapter 11 cases with Vail Lake Rancho (Case No. 12-16684). The Debtors are represented by attorneys at Cooley LLP and Phillips, Haskett & Ingwalson, A.P.C. The Debtors' consolidated assets, as of May 31, 2013, total approximately $291,016,000 and liabilities total $52,796,846. VINTAGE CONDOMINIUM: Seeks to Use Parkway's Cash Collateral ----------------------------------------------------------- Vintage Condominiums Development, LLC, and its secured creditor, Parkway Bank & Trust Company, seek approval from the U.S. Bankruptcy Court for the District of Arizona of a stipulation allowing the Debtor to use the Cash Collateral to pay the reasonable costs and expenses of its business operations, including the real property located at 1303 West Juniper Avenue, in Gilbert, Arizona, until July 7, 2013. As partial adequate protection of Parkway's interest in the Cash Collateral, (1) the Receiver will continue to hold in her accounts all Cash Collateral collected by her prepetition and all funds belonging to Vintage that were held in any bank account belonging to the Debtor subject to a bank "freeze, as of the Petition Date; and (2) commencing with the Cash Collateral collected during the month of June, 2013, the Debtor will make payments to Parkway in an amount equal to the difference between the aggregate amount of Cash Collateral collected by the Debtor that month and the aggregate amount of Cash Collateral the Debtor is authorized to use in June plus the agreed upon operating reserve to Parkway on or before July 5, 2013, and thereafter on the fifth day of each month. As further partial adequate protection for use of Cash Collateral, Vintage grants to Parkway additional and replacement, continuing liens and security interests, senior in priority to all other claims and security interests, in and to the Debtor's assets of any type, including the Real Property whether now owned, owned as of the Petition Date. Ronald J. Ellett, Esq., at Ellett Law Offices, P.C., in Phoenix, Arizona, for Debtor. Christopher R. Kaup, Esq., J. Daryl Dorsey, Esq., and Paul D. Cardon, Esq., at Tiffany & Bosco, P.A., in Phoenix, Arizona, for Parkway. About Vintage Condominiums Vintage Condominiums Development LLC, the owner of the Vintage condominium development in Gilbert, Arizona, filed a petition for Chapter 11 protection (Bankr. D. Ariz. Case No. 13-08431) on May 17, 2013, three weeks after the state court appointed a receiver at the behest of the secured lender. The Vintage Condominiums complex has 107 units, approximately two of which have been purchased by third-party buyers and approximately 105 of which are currently owned by Vintage. The lender Parkway Bank & Trust Co., owed $12.3 million, had a receiver appointed after giving notice of default on April 12, 2013. The Debtor disclosed $12,511,600 in assets and $23,956,587 in liabilities as of the Chapter 11 filing. Ronald J. Ellett, Esq., at Ellett Law Offices, P.C., serves as counsel to the Debtor. Christopher R. Kaup, J. Daryl Dorsey, at Tiffany & Bosco P.A. represent the creditor Parkway Bank & Trust Company. VISIONSTREAM INC: Case Summary & 20 Largest Unsecured Creditors --------------------------------------------------------------- Debtor: VisionStream Inc. 11426 Moog Drive Saint Louis, MO 63146 Bankruptcy Case No.: 13-45756 Chapter 11 Petition Date: June 20, 2013 Court: United States Bankruptcy Court Eastern District of Missouri (St. Louis) Judge: Barry S. Schermer Debtor's Counsel: Robert E. Eggmann, Esq. Thomas H. Riske, Esq. DESAI EGGMANN MASON LLC 7733 Forsyth Boulevard, Suite 2075 Clayton, MO 63105 Tel: 314-881-0800 Fax: 314-881-0820 E-mail: reggmann@demlawllc.com triske@demlawllc.com Scheduled Assets: $1,100,911 Scheduled Liabilities: $848,189 A copy of the Company's list of its 20 largest unsecured creditors, filed together with the petition, is available for free at http://bankrupt.com/misc/moeb13-45756.pdf The petition was signed by Brian Innis, CEO. YOSHIS SAN FRANCISCO: Case Dismissal Hearing Continued to July 17 ----------------------------------------------------------------- The U.S. Bankruptcy Court for the Northern District of California continued until July 17, 2013, at 2:30 p.m., the hearing to consider creditor Fillmore Development Commercial, LLC's motion to dismiss the involuntary Chapter 11 case of Yoshi's San Francisco. In the alternative, FDC wants a chapter 11 trustee to take over. About Yoshi's San Francisco An involuntary Chapter 11 bankruptcy petition (Bankr. N.D. Calif. Case No. 12-49432) filed on Nov. 28, 2012, against Yoshi's San Francisco, aka Yoshi's San Francisco LLC, an upscale nightclub, music venue, and Japanese restaurant located in Oakland. The alleged creditors are Yoshi's Japanese Restaurant, allegedly owed $1.28 million; Apex Refrigeration Corp., owed $504; and East Bay Restaurant Supply Inc., owed $2,707. Judge Roger L. Efremsky oversees the case, taking over from Judge M. Elaine Hammond. YSF opened its doors in December 2007. The project was part of a partnership involving the City and County of San Francisco and a real estate developer, Fillmore Development Commercial, LLC. YSF is a California limited liability company with two members, both of which are corporate entities. The majority member is Yoshi's Fillmore, LLC, of which Yoshi's Japanese Restaurant in Oakland is the principal member and manager. The minority member is Fillmore Jazz Club, LLC, a group of investors managed by Michael Johnson, who also manages the developer, FDC. There is a provision in the YSF operating agreement that requires unanimous agreement to take certain actions that have a permanent effect on the company such as the filing of a voluntary Chapter 11 restructuring. This predictably led to acrimony and gridlock, and prevented YSF management from taking what it believed were the those actions necessary in the face of the company's continued financial situation. On Oct. 29, 2012, FDC filed a lawsuit in state court seeking appointment of a receiver to take over control of YSF. YSF recognized that this would be ultimately unproductive, because it would be highly disruptive and potentially lead to loss of the Yoshi's name, as well as the manager who has been the driving force behind Yoshi's for 40 years. YSF determined that the only option to allow the continued operation of Yoshi's and protect the interests of all creditors was for creditors of Yoshi's to file an involuntary bankruptcy petition against YSF. FDC is represented by Sara L. Chenetz, Esq., at Blank Rome LLP. * Suit Properly Dismissed to Protect Judicial System ---------------------------------------------------- Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that according to a June 21 pronouncement from the U.S. Court of Appeals in Chicago, judicial estoppel is "more flexible" than claim or issue preclusion and is designed for the "preservation of the judicial process." According to the report, Circuit Judge David F. Hamilton on the Seventh Circuit appeals court wrote a 33-page opinion upholding a decision by U.S. District Judge Virginia M. Kendall intended to protect the "integrity of the judicial system." The appeal arose from a legal malpractice suit that had its genesis when a law firm was hired by a company before the client went bankrupt. The engagement didn't include representing the company in litigation. The report notes that a creditor began a lawsuit against the company and won a $17 million judgment by default before bankruptcy. After bankruptcy, the judgment creditor persuaded the bankruptcy trustee to sue the law firm for not advising the company to oppose the suit. The judgment creditor also persuaded the bankruptcy trustee not to object to the $17 million claim or file papers in the trial court contending the judgment was void for lack of jurisdiction. The report relates that Judge Kendall dismissed the suit, saying the bankruptcy trustee was taking irreconcilable positions. In the malpractice suit, the trustee was contending that the state court action was without merit and should have been opposed. At the same time, the bankruptcy trustee didn't contest the validity of the $17 million judgment and therefore was taking the position that the judgment was valid. The report discloses that on appeal, the bankruptcy trustee argued judicial estoppels wasn't applicable because the creditor, if anyone, was taking inconsistent positions in two courts. Judge Hamilton rejected the argument, saying that judicial estoppel protects the integrity of the court and is more flexible than the doctrines of issue or claim preclusion. Judge Hamilton found no abuse of discretion by the district court and upheld dismissal of the malpractice suit. The appeal is Grochocinski v. Mayer Brown Roe & Maw LLP, 10-2057, U.S. Court of Appeals for the Seventh Circuit (Chicago). The case in district court was Grochocinski v. Mayer Brown Roe & Maw LLP, 06-5486, U.S. District Court, Northern District of Illinois (Chicago). * Suit to Collect Alimony Violates Automatic Stay ------------------------------------------------- Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that according to a June 14 opinion from the Bankruptcy Appellate Panel for the First Circuit in Boston, the former wife of a Chapter 13 bankrupt violated the automatic stay by having her husband held in contempt and jailed for failure to pay alimony. The case is DeSouza v. DeSouza, 12-091, U.S. Bankruptcy Appellate Panel for the First Circuit (Boston). * Supreme Court to Hear Unanswered Questions in Stern vs. Marshall ------------------------------------------------------------------ Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that the U.S. Supreme Court accepted a case to resolve a split among lower courts and decide if someone can waive the constitutional right for state-law claims to be decided by a life- tenured federal district judge. According to the report, in December the U.S. Court of Appeals in San Francisco decided a case called Executive Benefits Insurance Agency v. Arkison and ruled that the right to have a final decision from a district judge can be waived. The appeals court was deciding one of the questions left unanswered in a 2011 opinion from the Supreme Court in a case called Stern v. Marshall. The report notes that the Stern ruling provided that only a life- tenured federal district judge can make a final ruling on certain types of state-law claims. In those cases, a bankruptcy judge is only allowed to hand down proposed rulings to be accepted or rejected in district court without giving any deference to how the bankruptcy judge ruled. The Supreme Court decided to allow an appeal because the federal courts of appeal disagree on whether Stern rights can be waived. The case will be argued during the term of the Supreme Court beginning in October. The appeals court in Cincinnati, the report discloses, reached the opposite conclusion in October, saying the right to a final decision in district court can't be waived. The California case involved a bankruptcy trustee who filed a fraudulent transfer suit against a third party that hadn't filed a claim in the bankruptcy. The bankruptcy court found the defendant liable for a fraudulent transfer, and a district judge upheld the ruling. Until the case arrived on appeal in the Ninth Circuit in San Francisco, the defendant never raised an objection to the ability of the bankruptcy judge to enter a final judgment on the fraudulent transfer claim. According to the report, the appeals court opinion by Circuit Judge Richard A. Paez dealt with two important bankruptcy issues. First, Judge Paez ruled that a fraudulent transfer suit, even if brought under federal bankruptcy law rather than state law, is an assertion of a so called private right where a bankruptcy judge lacks power to make a final judgment under the Stern opinion. Judge Paez said that classifying "any federal-law claim as a 'public right' would render Stern internally inconsistent." On the second major issue in the case, Judge Paez said the right to have a final ruling by a district judge can be waived, just like someone under the prior Bankruptcy Act could waive the right for a district judge to rule finally on what before 1978 was called a "plenary" suit. In a case called Waldman v. Stone, the Court of Appeals in Cincinnati reached the opposite result in October and said that Stern rights can't be waived. The case in the Supreme Court is Executive Benefits Insurance Agency v. Arkison, 12-1200, U.S. Supreme Court (Washington). The case in the Ninth Circuit was Executive Benefits Insurance Agency v. Arkison (In re Bellingham Insurance Agency Inc.), 11-35162, 9th U.S. Circuit Court of Appeals (San Francisco). * Banks Present Their Own Crisis Plan to Fed -------------------------------------------- Dan Fitzpatrick, Shayndi Raice and Michael R. Crittenden, writing for The Wall Street Journal, reported that banks have floated to federal regulators a proposal on how to pay for a restructuring of the nation's largest financial institutions in the event of a future crisis, according to people familiar with the conversations. The plan, given to the U.S. Federal Reserve at a private meeting May 22, is an effort by banks to preempt tougher rules from officials in Washington who believe banks still could pose a threat to financial stability in a crisis, the WSJ report related. The move shows how banks are trying to coordinate more closely and present a united front amid calls for more-aggressive measures to cap bank size, break up institutions or force banks to take on more long-term debt, according to WSJ. Officials from Wells Fargo & Co., Bank of America Corp., Citigroup Inc. and several other banks attended the meeting with the Fed, along with banking trade group the Clearing House, the report said. Under the proposal, the largest financial-services holding companies would be willing to hold a certain amount of debt and equity that would be used to prop up any failed bank subsidiary seized by regulators, the report further related. Some banks might be forced to issue expensive long-term debt. The plan is a concession to regulators, who increasingly have been calling for banks to hold a minimum amount of long-term debt. * LPS Month-End Data Shows Foreclosure Inventory Declines --------------------------------------------------------- Lender Processing Services, Inc., a provider of integrated technology, services, data and analytics to the mortgage and real estate industries, reports the following "first look" at May 2013 month-end mortgage performance statistics derived from its loan- level database representing approximately 70 percent of the overall market. Total U.S. loan delinquency rate (loans 30 or more days past due, but not in foreclosure): 6.08% Month-over-month change in delinquency rate: -2.11% Year-over-year change in delinquency rate: -12.01% Total U.S. foreclosure pre-sale inventory rate: 3.05% Month-over-month change in foreclosure presale inventory rate: -3.91% Year-over-year change in foreclosure presale inventory rate: -26.98% Number of properties that are 30 or more days past due, but not in foreclosure: (A) 3,043,000 Number of properties that are 90 or more days delinquent, but not in foreclosure: 1,335,000 Number of properties in foreclosure pre-sale inventory: (B) 1,525,000 Number of properties that are 30 or more days delinquent or in foreclosure: (A+B) 4,569,000 States with highest percentage of non-current* loans: FL, NJ, MS, NV, NY States with the lowest percentage of non-current* loans: MT, AK, WY, SD, ND *Non-current totals combine foreclosures and delinquencies as a percent of active loans in that state. Notes:(1) Totals are extrapolated based on LPS Applied Analytics' loan-level database of mortgage assets.(2) All whole numbers are rounded to the nearest thousand. The company will provide a more in-depth review of this data in its monthly Mortgage Monitor report, which includes an analysis of data supplemented by in-depth charts and graphs that reflect trend and point-in-time observations. The Mortgage Monitor report will be available on LPS' website, http://www.lpsvcs.com/LPSCorporateInformation/CommunicationCenter/ DataReports/Pages/Mortgage-Monitor.aspx by July 8, 2013. About Lender Processing Services Lender Processing Services -- http://www.lpsvcs.com-- delivers comprehensive technology solutions and services, as well as powerful data and analytics, to the nation's top mortgage lenders, servicers and investors. As a proven and trusted partner with deep client relationships, LPS offers the only end-to-end suite of solutions that provides major U.S. banks and many federal government agencies the technology and data needed to support mortgage lending and servicing operations, meet unique regulatory and compliance requirements and mitigate risk. These integrated solutions support origination, servicing, portfolio retention and default servicing. LPS' servicing solutions include MSP, the industry's leading loan-servicing platform. The company also provides proprietary data and analytics for the mortgage, real estate and capital markets industries. LPS is a Fortune 1000 company headquartered in Jacksonville, Fla., and employs approximately 7,500 professionals. * Mortgage Daily Expects Continued Decline in Mortgage Casualties ----------------------------------------------------------------- The mortgage industry suffered some serious blows over the past decade -- with hundreds of firms wiped out and close to half of employees losing their jobs at one point. While some segments have experienced a partial recovery, real estate finance is likely to remain a shell of its former self for the foreseeable future. Two years before the financial crisis, the mortgage industry began a meltdown. Among early casualties were subprime lenders like Aegis, Ownit and Sebring. Bank failures shot up from zero in 2006 to 157 by 2010. Mortgage Daily's forecast calls for a continued decline in casualties, though an uptick is eventually expected among default service providers. Failures/Closings 2012 2010 2006 83 211 32 Prior to 2007, delinquency had been running under 5%. But delinquency turned higher and peaked in 2009, though it has since retreated. Mortgage Daily predicts that delinquency will trend lower. 30-Day Delinquency* 3/31/13 12/31/09 12/31/06 7.25% 9.47% 4.95% *source: MBA Rates fell from as high as 6.80% in 2006 to an all-time low last year. Mortgage Daily projects rates will continue ascending over the next year. 30-Year Fixed Rates* As of Rate 7/20/06 6.80% 11/21/12 (low) 3.31% 6/20/13 3.93% *source: Freddie Originations hit an all-time high in 2003. Higher rates have refinances pulling down expected volume. Originations (trillions) 2014 2013 2012 2003 $1.1 $1.7 $2.0 $3.8 There were over $11 trillion in mortgages outstanding in 2007, though outstandings have faded each year since. Mortgages Outstanding (trillions)* 2014 2012 2007 $10.1 $9.9 $11.1 *source: Fannie Mortgage employment was nearly 500,000 at the end of 2006 then took a sharp turn down in 2007. A moderate recovery has since pushed the total up. While home purchases are likely to drive up demand for employees, declining refinances will more than offset those gains. In addition, as delinquency retreats, servicers will eliminate jobs. Mortgage Daily predicts a decline in staffing over the next year. Mortgage Jobs 30-Apr 2006 292,800 496,300 source: DOL Full Report: http://www.MortgageDaily.com/IndustryChange062413.asp?spcode=pr About Mortgage Daily Founded in 1998 by 20-year mortgage industry veteran Sam Garcia, Mortgage Daily -- http://www.MortgageDaily.com-- is a leading source of mortgage news and mortgage statistics. Mortgage Daily publishes the Mortgage Market Index, Mortgage Litigation Index, Mortgage Employment Index and Mortgage Fraud Index. * Recovering Airline Industry on Track for Profitability, PwC Says ------------------------------------------------------------------ Revenue growth has recovered to pre-recession levels and the U.S. airline industry is expected to maintain profitability in 2013, according to Tailwinds, a report on the airline industry from PwC US. However, while the industry has become better at managing capacity and generating ancillary revenues, it faces rising costs for fuel, labor and maintenance. To achieve profitability under these conditions, airlines are focused on operating more efficiently and securing new revenue streams, including replacing 50-seat jets with larger planes within the regional airline industry. Over the past decade, fuel costs have more than doubled, rising to 28 percent of operating expenses. Airlines have tried to mitigate this increase through hedging strategies and the use of newer, more efficient aircraft along with improved operating procedures. The crack spread, or gap between jet fuel and unrefined oil price, has also increased to 25 percent of total jet fuel cost as refineries focus on higher margin product, creating an additional cost challenge for airlines. Some carriers are taking aggressive steps to address the crack spread, even to the point of acquiring refining capabilities. The U.S. Energy Information Agency forecasts lower petroleum prices in 2013, from an average of $94 per barrel in 2012 to $93 per barrel in 2013 and $92 in 2014, which should help drive improved margins for domestic airlines. Supporting revenue growth, load factors have increased by almost four percent since 2008 due to better capacity discipline and reduced supply, driven by industry consolidation. Since 2008, there has been an eight percent reduction in the number of flights, but only a one percent decrease in total passengers, according to the Bureau of Transportation Statistics. In order to maintain revenue at a time of high fuel prices, labor and maintenance, airlines are also looking toward baggage, standby, and cancellation and change fees, as well as from on-board concession and other amenities. "There's no question the domestic airline industry is undergoing a renaissance marked by increased revenue and stable profitability," said Jonathan Kletzel, U.S. transportation and logistics leader, PwC. "The price of domestic airline tickets has increased in line with inflation over the past five years, growing less than two percent in real terms, and airlines have boosted revenue by charging new fees as well as introducing ancillary products. When taking into account all fees and ancillary revenues, airlines are seeing as much as a nine percent increase in average base airfare. Going forward, you can expect airlines to roll out additional sources of revenue, by strategically charging fees and bundling services that are aimed at enhancing the travel experience. These factors, combined with the prospect of lower fuel prices, support a positive outlook for the industry in 2013." Labor expenses, which accounted for approximately 23 percent of airline expenses in 2012, are also on the rise. Over the past five years, average salaries for airline employees have been increasing due to consolidation. "When airlines negotiate merger terms, they often agree to higher salaries in order to gain union buy-in, reversing some of the reductions implemented during past bankruptcies," Mr. Kletzel continued. "An impending pilot shortage is also likely to result in higher pilot salaries. Starting in August, new commercial co- pilots will need a minimum of 1,500 hours flight experience, six times the current requirement. Next year, the Federal Aviation Administration will also require more rest time between flights. These changes are coming at a time when baby boomer pilots are reaching the mandatory retirement age, military pilots are staying in the military longer, and foreign airlines are competing for pilots." Additionally, aircraft maintenance expenses are rising, with costs per seat mile increasing over 16 percent in the past five years, driven by an aging fleet and increased engine maintenance costs. The average age of the U.S. fleet increased from 11.8 years in 2008 to over 13 years in 2012. Engine maintenance costs have increased because of aging and reduced competition as engine OEMs increase their share of maintenance, repair and overhaul market. Airlines are looking to leverage advanced analytics and predictive maintenance to control these increases, but are hampered by legacy IT platforms. Due to these and other factors, operating income per available seat mile declined to 0.28 cents in 2012, down from 0.53 cents in 2011 and 0.79 cents in 2010. The overall net result is an industry that faces very narrow operating margins, despite an improved revenue environment. "Airlines will continue to be challenged by high expenses, especially fuel costs, but they're taking the necessary steps to support profits in the near-term," said Mr. Kletzel. "Over the longer term, we expect airlines to benefit from deliveries of new, more fuel-efficient aircraft, reducing both maintenance and fuel costs. Operational improvements, consolidation and ancillary revenues will also help to support revenues, boding well for the industry outlook." PwC's report also includes a special section on issues facing the regional airline industry, including the need to begin replacing the 50-seat jets with larger planes. "Less than 20 years since its introduction, the 50-seat jet is once again having a game-changing effect on the airlines. Only this time, the aircraft is being viewed as a liability in terms of cost effectiveness," commented Mr. Kletzel. Its small size limits the jet's profitability at a time of high fuel prices and less attractive capacity purchase agreements. Regional airlines are beginning to make the move to larger, 70-to- 90 seat jets, with production on the rise, as larger jets can spread fuel costs and overhead over more seats, reducing unit costs. In addition to fuel efficiency, the larger jets offer an opportunity to increase fares. With 20 or more additional seats, airlines can offer first class and premium economy sections, providing an advantage for both the airlines and their customers. For a copy of PwC's Tailwinds, please visit: http://www.pwc.com/us/industrialproducts About PwC's Global Transportation & Logistics Practice PwC's Transportation and Logistics practice is composed of a global network of industry professionals who provide assurance, tax, and advisory services to public and private transportation and logistics companies around the world. It brings experience, international industry leading practices, and a wealth of specialized resources to help solve business issues. About PwC's Industrial Products Practice PwC's Industrial Products (IP) practice -- www.pwc.com/us/en/industrial-products -- provides financial, operational, and strategic services to global organizations across the aerospace & defense (A&D), business services, chemicals, engineering & construction (E&C), forest, paper, & packaging (FPP), industrial manufacturing, metals, and transportation & logistics (T&L) industries. About PwC US PwC US -- http://www.pwc.com/US-- helps organizations and individuals create the value they're looking for. It is a member of the PwC network of firms in 158 countries with more than 180,000 people. It is committed to delivering quality in assurance, tax and advisory services. PricewaterhouseCoopers LLP is a Delaware limited liability partnership. * More BigLaw Layoffs Expected After Massive Weil Cuts ------------------------------------------------------ Andrew Strickler of BankruptcyLaw360 reported that the large-scale layoff coupled with partner compensation cuts that struck Weil Gotshal & Manges LLP on Monday -- the most significant BigLaw bloodletting in recent years -- heralds a wave of partner and associate pink slips, with other law firms likely to follow suit and slash their own badly bloated payrolls, experts said. "The question isn't whether there will be others, but when and who," legal consultant Kent Zimmermann of Zeughauser Group told Law360. "I think many more will follow suit," she added. * McGuireWoods Picks Up Ex-Winston & Strawn Bankruptcy Pro ---------------------------------------------------------- Eric Hornbeck of BankruptcyLaw360 reported that a former Winston & Strawn LLP bankruptcy partner has joined McGuireWoods LLP's Chicago office, the firm said Monday, where he'll tap into the firm's health care regulatory expertise and bring his experience with lenders facing distressed situations. According to the report, Brian Swett's experience includes arranging debtor-in-possession financing, cash collateral issues, drafter Chapter 11 reorganization plans, handling asset sales under the Bankruptcy Code's Section 363 and other bankruptcy litigation matters. He focuses on representing lenders, and his clients represent a wide swath of industries, including financial services, health care, and manufacturing, the report added. * Upcoming Meetings, Conferences and Seminars --------------------------------------------- July 11-13, 2013 AMERICAN BANKRUPTCY INSTITUTE Northeast Bankruptcy Conference Hyatt Regency Newport, Newport, R.I. Contact: 1-703-739-0800; http://www.abiworld.org/ July 18-21, 2013 AMERICAN BANKRUPTCY INSTITUTE Southeast Bankruptcy Workshop The Ritz-Carlton Amelia Island, Amelia Island, Fla. Contact: 1-703-739-0800; http://www.abiworld.org/ Aug. 8-10, 2013 AMERICAN BANKRUPTCY INSTITUTE Mid-Atlantic Bankruptcy Workshop Hotel Hershey, Hershey, Pa. Contact: 1-703-739-0800; http://www.abiworld.org/ Aug. 22-24, 2013 AMERICAN BANKRUPTCY INSTITUTE Southwest Bankruptcy Conference Hyatt Regency Lake Tahoe, Incline Village, Nev. Contact: 1-703-739-0800; http://www.abiworld.org/ Oct. 3-5, 2013 TURNAROUND MANAGEMENT ASSOCIATION TMA Annual Convention Marriott Wardman Park, Washington, D.C. Contact: http://www.turnaround.org/ Nov. 1, 2013 AMERICAN BANKRUPTCY INSTITUTE NCBJ/ABI Educational Program Atlanta Marriott Marquis, Atlanta, Ga. Contact: 1-703-739-0800; http://www.abiworld.org/ Dec. 2, 2013 BEARD GROUP, INC. 20th Annual Distressed Investing Conference The Helmsley Park Lane Hotel, New York, N.Y. Contact: 240-629-3300 or http://bankrupt.com/ Dec. 5-7, 2013 AMERICAN BANKRUPTCY INSTITUTE Winter Leadership Conference Terranea Resort, Rancho Palos Verdes, Calif. Contact: 1-703-739-0800; http://www.abiworld.org/ The Meetings, Conferences and Seminars column appears in the Troubled Company Reporter each Wednesday. Submissions via e-mail to conferences@bankrupt.com are encouraged. ********* Monday's edition of the TCR delivers a list of indicative prices for bond issues that reportedly trade well below par. Prices are obtained by TCR editors from a variety of outside sources during the prior week we think are reliable. Those sources may not, however, be complete or accurate. The Monday Bond Pricing table is compiled on the Friday prior to publication. Prices reported are not intended to reflect actual trades. Prices for actual trades are probably different. Our objective is to share information, not make markets in publicly traded securities. Nothing in the TCR constitutes an offer or solicitation to buy or sell any security of any kind. It is likely that some entity affiliated with a TCR editor holds some position in the issuers" public debt and equity securities about which we report. Each Tuesday edition of the TCR contains a list of companies with insolvent balance sheets whose shares trade higher than $3 per share in public markets. At first glance, this list may look like the definitive compilation of stocks that are ideal to sell short. Don't be fooled. Assets, for example, reported at historical cost net of depreciation may understate the true value of a firm's assets. A company may establish reserves on its balance sheet for liabilities that may never materialize. The prices at which equity securities trade in public market are determined by more than a balance sheet solvency test. A list of Meetings, Conferences and Seminars appears in each Wednesday's edition of the TCR. Submissions about insolvency- related conferences are encouraged. Send announcements to conferences@bankrupt.com/ On Thursdays, the TCR delivers a list of recently filed Chapter 11 cases involving less than $1,000,000 in assets and liabilities delivered to nation's bankruptcy courts. The list includes links to freely downloadable images of these small-dollar petitions in Acrobat PDF format. Each Friday's edition of the TCR includes a review about a book of interest to troubled company professionals. All titles are available at your local bookstore or through Amazon.com. Go to http://www.bankrupt.com/books/to order any title today. Monthly Operating Reports are summarized in every Saturday edition of the TCR. The Sunday TCR delivers securitization rating news from the week then-ending. For copies of court documents filed in the District of Delaware, please contact Vito at Parcels, Inc., at 302-658-9911. For bankruptcy documents filed in cases pending outside the District of Delaware, contact Ken Troubh at Nationwide Research & Consulting at 207/791-2852. ********* S U B S C R I P T I O N I N F O R M A T I O N Troubled Company Reporter is a daily newsletter co-published by Bankruptcy Creditors" Service, Inc., Fairless Hills, Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA. Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine Tumanda, Howard C. Tolentino, 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 ***