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/raid1/www/Hosts/bankrupt/TCR_Public/130705.mbx T R O U B L E D C O M P A N Y R E P O R T E R Friday, July 5, 2013, Vol. 17, No. 184 Headlines 10717 LLC: Bankr. Case Reassigned to Judge C. Craig ABERDEEN LAND: Case Summary & 20 Largest Unsecured Creditors ALKERMES PLC: S&P Raises CCR & First Lien Issue Rating to 'BB' ALLIED INDUSTRIES: Has Interim Access to Cash Until Aug. 9 ALLIED SYSTEMS: Yucaipa Starts New Dispute Over Loan AMERICAN AIRLINES: 18 States Investigating Merger AMERICAN MEDICAL: Okenwa in Contempt for Violating Bankr. Stay APPVION INC: Obtains $435 Million Secured Credit Facility ATLANTIC POWER: S&P Lowers Rating on $190MM Senior Notes to 'B-' ATLAS DELAWARE: S&P Revises Outlook to Stable & Affirms 'B' CCR BELLE FOODS: Files Ch.11 One Year After Buying Southern Stores BELLE FOODS: Voluntary Chapter 11 Case Summary BERNARD L. MADOFF: Brother Snubs Questions in London Suit BIG COUNTRY: Case Summary & 7 Unsecured Creditors BILTMORE INVESTMENTS: President Liable to TD Bank Loan BOSTON PROPERTIES: Fitch Affirms 'BB+' Preferred Stock Rating BROADCAST INTERNATIONAL: 2nd Amendment to AllDigital Merger Pact CAESARS ENTERTAINMENT: Approves RSU Awards Under 2012 Plan CANOAK USA: Case Summary & 20 Largest Unsecured Creditors CAPITOL BANCORP: River Branch Files Own Motion to Be Advisor CASA CASUARINA: Case Summary & 20 Largest Unsecured Creditors CASH STORE: Faces Securities Class Action in New York Court CENGAGE LEARNING: Lenders Signal Challenge to Restructuring Deal CENGAGE LEARNING: Moody's Changes CFR to 'Ca' After Ch. 11 Filing CENGAGE LEARNING: S&P Lowers Corporate Credit Rating to 'D' CLEARLAKE PINES: Case Summary & 6 Unsecured Creditors COMMUNITYONE BANCORP: Carlyle Held 22.7% Equity Stake at June 28 COMMONWEALTH BIOTECHNOLOGIES: Andrew Chien Suit Dismissed CONTINENTAL COIN: Virtue Loses Bid to Strike Trustee's Complaint COOPER-BOOTH WHOLESALE: Committee Taps Klehr Harrison as Counsel CORNHUSKER RBM: Updated Case Summary & Creditors' Lists D&L ENERGY: Committee Can Hire BBP Partners as Advisors D&L ENERGY: Committee Wins OK for Squire Sanders as Counsel DECISION INSIGHT: S&P Revises Outlook to Pos. & Affirms 'B-' CCR DETROIT: S&P Cuts Rating on 2nd Lien Sewage Rev. Bonds to 'BB-' DETROIT: S&P Cuts Rating on 2nd Lien Water Rev. Bonds to 'BB-' DEWEY & LEBOEUF: Entegra Suit Over Unused Retainer Goes to Trial DIMENSIONS HEALTH: Moody's Affirms 'B3' Rating on $53.5MM Bonds DYNAVOX INC: Voluntarily Deregisters Class A Shares EMPIRE RESORTS: Option to Lease EPT Property Extended to July 30 EMPIRE TODAY: Poor Performance Prompts Moody's to Cut CFR to Caa1 EXCEL MARITIME: Case Summary & 30 Largest Unsecured Creditors EXCEL MARITIME: Junior Lenders Already Opposing Plan EXHIBITORS CARPET: Case Summary & 20 Largest Unsecured Creditors EXIDE TECHNOLOGIES: Texas Enviro. Regulator Balks at Cash Plan FAIRWEST ENERGY: Alberta Court Extends CCAA Stay Until July 16 FIRST CONNECTICUT: Hires Stichter Riedel as Special Counsel FOREVERGREEN WORLDWIDE: Lowers Loss to $790,000 in Amended 10-K GAJ HOSPITALITY: Case Summary & 20 Largest Unsecured Creditors GMX RESOURCES: Seeks Exclusive Plan Filing Extension Thru Oct. 28 GMX RESOURCES: Brian Burr Removed as Member of Creditors' Panel GOLDEN PARK: Updated Case Summary & Creditors' Lists HAMPTON ROADS: Pledged 42.3 Million Shares to Butterfield HEARTLAND MEMORIAL: Malpractice Claims vs. DLA Piper Dismissed HERCULES OFFSHORE: Selling $400 Million Senior Notes at Par HERON LAKE: Incurs $998,000 Net Loss in First Quarter INDEPENDENCE TAX IV: Incurs $967K Net Loss in Fiscal 2013 INNOVATIVE COMMS: Withdrawal of Reference Denied for Raynor Suit INOVA TECHNOLOGY: $42 Million Backlogs of Awarded Contracts JUST COMPUTERS: App. Ct. Reverses Dismissal of Cade Claims KINBASHA GAMING: Posts $11.7 Million Net Income in Fiscal 2013 LAND SECURITIES: Court Sets Disclosure Statement Hrg. for Aug. 6 LAUSELL INC: Plan Outline Hearing Moved Earlier to July 17 LAUSELL INC: Cash Collateral Access Extended Thru July 31 LDK SOLAR: Sells 25 Million Ordinary Shares to Fulai LEHMAN BROTHERS: Franklin Funds Buy $300MM in Claims vs. LBI LEHMAN BROTHERS: To Appoint 2 More Mediators LEHMAN BROTHERS: LBI Files Interim Report for October to June LEHMAN BROTHERS: Locke, et al., Final Fee Applications Approved LEHMAN BROTHERS: Trustee, LBIE Ink Deal to Settle Claims Dispute LEHMAN BROTHERS: Cadwalader Inks Deal to Settle Claim LEHMAN BROTHERS: Settles Oracle's $7.2-Mil. Claim LIFE CARE: Case Summary & 20 Largest Unsecured Creditors LIFE UNIFORM: Gets Final Court Nod on $20.44-Mil. DIP Financing LIFE UNIFORM: Auction for Assets Set for July 24 LIGHTSQUARED INC: Seeks Approval to Hire Pillsbury as Counsel LIGHTSQUARED INC: Strikes Back at Dish and Ad Hoc Group LLS AMERICA: Engaged in Ponzi Scheme & Insolvent From Inception MAJESCOR RESOURCES: AMF Issues Management Cease Trade Order MANDALAY DIGITAL: Incurs $14.2-Mil. Net Loss in Fiscal 2013 MARGAUX CO: Court Issued Final Decree Closing Chap. 11 Case MAXCOM TELECOMUNICACIONES: Reaches New Takeover Deal With Ventura MCCLATCHY COMPANY: Bestinver Held 15% A Shares at June 28 MERCANTILE BANCORP: Shareholder Objects to Quick Bank Sale MERCANTILE BANCORP: Meeting to Form Creditors' Panel on July 15 MERITAGE HOMES: S&P Revises Outlook to Positive & Affirms 'B+' CCR MF GLOBAL: Judges Approve Settlement That Frees Up $1B MFM DELAWARE: Wants to Hire Gregg Stewart as Interim CFO MFM DELAWARE: Final Hearing on DIP Motion Adjourned to July 16 MFM DELAWARE: Committee Retaining Gavin/Solmonese as Fin'l Advisor MORGANS HOTEL: Yucaipa Cancels Exchange Agreement MOUNTAIN PROVINCE: Updates Mineral Estimate for Gahcho Kue MUNICIPAL MORTGAGE: Chief Accounting Officer Resigns MUNICIPAL MORTGAGE: Closes Sale of MuniMae to Merrill Lynch MW GROUP: Can Continue Using Cash Collateral Thru Sept. 30 NEVADA ROYALE: Voluntary Chapter 11 Case Summary NEWPORT FURNITURE: Case Summary & 20 Largest Unsecured Creditors NEXT 1 INTERACTIVE: Amends Fiscal 2013 Annual Report NORTHWEST PARTNERS: Court Reinstates Plan Confirmation Order OCEAN 4660: Sec. 341 Creditors' Meeting Continued to July 9 OCEAN 4660: Files Schedules of Assets and Liabilities ORCHARD SUPPLY: Auction Plan Chills Competition, Lender Says ORCKIT COMMUNICATIONS: Holders OK Retirement of Notes PARKLAND IV: Case Summary & 8 Unsecured Creditors PATRIOT COAL: Hiring Gordon & Gordon as Special Counsel PATRIOT COAL: Hiring Veritas Consulting as Special Counsel PATRIOT COAL: Close to Deal With Miners Union PMI GROUP: Appoints New Chief Executive Officer PRIME PROPERTIES: Voluntary Chapter 11 Case Summary PROMMIS HOLDINGS: Sec. 341 Creditors' Meeting Continued Sine Die QUICKSILVER RESOURCES: EVP and General Counsel Quits RAPID AMERICAN: Seeks Further Extension of Plan Filing Deadline RG STEEL: Caruso Gets Approval to Serve as Substitute for RGSW RG STEEL: EPA Supports Approval of $19.8-Mil. Claims Settlement RICHMOND VALLEY: Updated Case Summary & Creditors' Lists RITE AID: Completes Debt Refinancing Transactions ROAD ISLAND: Case Summary & Unsecured Creditor ROBLEX AVIATION: Case Summary & 11 Unsecured Creditors ROCKWELL MEDICAL: R. Chioini Had 8.2% Equity Stake at Jan. 5 ROCKWELL MEDICAL: T. Klema Held 3.9% Equity Stake at Jan. 5 RODEO CREEK: Seeks Dismissal of Chapter 11 Cases ROTECH HEALTHCARE: Investors Say Judge Erred by Nixing Berenson RVUE HOLDINGS: RubinBrown LLP Raises Going Concern Doubt SABRE INDUSTRIES: Moody's Affirms 'B2' CFR; Outlook Stays Stable SALON MEDIA: Appoints New Interim Chief Financial Officer SMART WORLDWIDE: S&P Lowers CCR to 'B' on Weak Performance ST. VINCENT HOSPITAL: Moody's Affirms 'Ba2' Rating, Outlook Neg TRIPLE POINT: Moody's Hikes CFR to 'B3' Following Debt Reduction TWIN DEVELOPMENT: Claims Bar Date Set for Aug. 30 VINTAGE CONDOMINIUMS: Court Sets Sept. 15 as Claims Bar Date WORLD IMPORTS: Voluntary Chapter 11 Case Summary * 11th Cir. Appoints Edward Coleman as S.D. Ga. Bankruptcy Judge * BOOK REVIEW: The Oil Business in Latin America: The Early Years ********* 10717 LLC: Bankr. Case Reassigned to Judge C. Craig --------------------------------------------------- The Chapter 11 bankruptcy case of 10717 LLC and related adversary proceedings have been reassigned to the Honorable Carla E. Craig effective June 14, 2013. The case was formerly presided by Judge Jerome Feller. Brooklyn, New York-based 10717 LLC filed a Chapter 11 bankruptcy petition (Banrk. E.D.N.Y. Case No. 12-41998) on March 21, 2012. 10717 LLC says it has total assets of $14.0 million and total debts of $14.35 million. It owns 18 acres of land in the town of Thompson, Sullivan County, New York. The property secures a $1.3 million debt. Charles Petri, the managing member of 10717 LLC, runs the Debtor's day to day operations. The Debtor is represented by Bruce Weiner, Esq., at Rosenberg Musso & Weiner LLP, in Brooklyn. The U.S. Trustee has appointed Henry Fulton, Elizabeth Van Oss and Isiah Milian to the Official Committee of Unsecured Creditors. The Committee is represented by the law office of Ira R. Abel, Esq. ABERDEEN LAND: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------ Debtor: Aberdeen Land II, LLC dba Aberdeen 301 Congress Avenue, Suite 500 Austin, TX 78701 Bankruptcy Case No.: 13-04103 Chapter 11 Petition Date: July 1, 2013 Court: U.S. Bankruptcy Court Middle District of Florida (Jacksonville) Judge: Jerry A. Funk Debtor's Counsel: Paul J. Battista, Esq. GENOVESE JOBLOVE & BATTISTA, P.A. 100 Southeast 2nd Street, 44th Floor Miami, FL 33131 Tel: (305) 349-2300 Fax: (305) 349-2310 E-mail: pbattista@gjb-law.com Debtor's Accountant: KAPILA & COMPANY Debtor's Special Counsel: KELLERHALS FERGUSON FLETCHER KROBLIN, PLLC Debtor's Expert Consultants: FISHKIND & ASSOCIATES Estimated Assets: $10,000,001 to $50,000,000 Estimated Debts: $50,000,001 to $100,000,000 The petition was signed by Ed Wendler, authorized representative. Debtor's List of Its 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Aberdeen Community Development Community $32,538,372 District Development Bonds 14785 Old St. Augustine Road 2005 & 2006 Jacksonville, FL 32256 BBX Capital Asset Management Bank Loan - Parcels $18,057,396 401 E. Las Olas Boulevard, Suite 800 Fort Lauderdale, FL 33301 Aberdeen Lend, LLC Bank Loan - Parcels $4,045,702 301 Congress Avenue, Suite 500 Austin, TX 78701 Aberdeen Portfolio, LLC Principal and $306,202 301 Congress Avenue, Suite 500 Interest Austin, TX 78701 TC Tampa I, LLC 2010 Taxes $58,309 Aberdeen Land I, LLC Tax Certificate $40,121 SJCTC II, LLP Parcel $38,037 William T. Woodward Parcel $34,923 Ivo G. Wahler Parcel $31,450 R&M Tax Liens Parcel $27,461 St. Johns County Taxes Parcel $25,008 RLP Ventures Parcel $18,838 Cherokee Cove II, LLC Parcel $325 Ryan Wheeler Parcel $319 ERP Sourcing, LLC Parcel $156 Wells Fargo OBO Tax Liens -- $140 Armbrust & Brown -- Unknown Callahan Timber Company, Inc. -- Unknown Donald E. Lohman Parcel Unknown England-Thims & Miller -- Unknown ALKERMES PLC: S&P Raises CCR & First Lien Issue Rating to 'BB' -------------------------------------------------------------- Standard & Poor's Ratings Services said it raised its corporate credit rating on Ireland-based Alkermes PLC to 'BB' from 'BB-'. The outlook is stable. At the same time, S&P raised the first- lien issue-level rating to 'BB+' from 'BB'. The recovery rating of '2' is unchanged. "The upgrade reflects Alkermes' performance in fiscal 2013, which exceeded our expectation that leverage and funds from operations to total debt would decline to 2.5x and increase to 35%, respectively. The upgrade also reflects our belief that financial performance will continue to improve over the near term. In the fiscal year ended March 31, 2013, leverage was 1.9x and FFO to total debt was 37%. Free cash flow of $107 million at March 31, 2013, was also higher than our base case. The better-than- expected organic performance also benefited from the sale of intellectual property. This resulted in adjusted EBITDA of almost $208 million that, coupled with a reduction in debt in the second quarter of fiscal 2013, brought leverage to less than 2x," S&P said. "Our rating on Alkermes plc reflects a "weak" business risk profile characterized by a relatively small portfolio of products, product concentration, the absence of scale, and susceptibility to the marketing priorities of their partners, and manufacturing concentration," said credit analyst Michael Berrian. "The "intermediate" financial risk profile reflects metrics commensurate with this qualifier such as debt leverage of 1.9x and FFO to total debt of 37% and our belief that leverage will be maintained at less than 2x." S&P's stable outlook on Alkermes reflects its expectation of low- to mid-single-digit revenue growth over the near term. S&P also expects the company to continue generating sufficient free operating cash flow, some of which will likely be used for further debt reduction. S&P could lower the rating if the company completes a debt- financed acquisition. This would decelerate the deleveraging and call into question their conservative financial policy. This would occur if the company incurs an additional $250 million of debt, absent any EBITDA contribution. Based on expected EBITDA, this would result in leverage of about 3x, implying significant financial risk. S&P could also lower the rating if revenue and EBITDA grow at a slower rate than it expects, possibly from decreased market acceptance of Vivitrol, or slower-than-expected growth of Bydureon, Ampyra, or Invega Sustenna. S&P could raise the rating if its perception of business risk improves. This would arise from greater scale and diversity, which S&P do not expect over the near-term. ALLIED INDUSTRIES: Has Interim Access to Cash Until Aug. 9 ---------------------------------------------------------- U.S. Bankruptcy Judge Maureen A. Tighe entered an interim order authorizing Allied Industries, Inc., to continue using cash collateral tied to debt owed to secured creditor California United Bank, pending a final hearing slated for Aug. 8, 2013 at 9:30 a.m. The Debtor will file and serve notice of the final hearing, together with a final cash collateral budget, by July 18. The Debtor is authorized to use any cash and cash equivalents that may constitute the Bank's cash collateral, if any, through and including Aug. 9, 2013, pursuant to the provisions of the budget. The budget includes monthly adequate protection payments in the amount of $12,000 to CUB, with the first payment on May 31, 2013. As additional adequate protection, CUB will receive replacement liens. If and when the Debtor's application to employ DCDM Law Group, PC as counsel is granted by written Order, the Debtor is authorized to make postpetition payments to, for fees and costs incurred in representation of the Debtor in this case. 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. ALLIED SYSTEMS: Yucaipa Starts New Dispute Over Loan ---------------------------------------------------- Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that Yucaipa Cos., the owner of a majority of the first- and second-lien debt of Allied Systems Holdings Inc., is starting another skirmish with other secured lenders over new financing to keep the auto hauler in business. According to the report, Yucaipa is also Allied's controlling shareholder and provided now-replaced financing. Allied, meanwhile, is proposing bonuses for the top seven officers. On June 21, the bankruptcy court in Delaware approved a loan of $33.5 million to replace the $22 million secured credit maturing at the end of June. With $20 million already drawn, merely continuing the existing facility would have been insufficient to make up for losses from operations in future months. The report notes that Yucaipa filed papers June 2 setting up a July 19 hearing where the judge will be asked to reconsider approval of the new financing. Yucaipa argues the court erred by providing no new collateral to protect the existing secured loans because the new credit will come ahead of existing debt. The new loan could have been approved without so-called adequate protection for existing debt only if the court concluded Yucaipa gave implied consent to the new financing, Yucaipa argues. The report relates that Yucaipa says the prior financing didn't contain consent to a new loan, and the required majority of existing lenders didn't consent. Lenders on the new loan are funds affiliated with Black Diamond Capital Management LP and Spectrum Group Management LLC. Given that judges rarely reverse their prior rulings, Yucaipa may be using the rehearing motion to flesh out a record before taking the issue on appeal to a district judge. At a July 30 hearing, Allied wants the judge to approve a program where the top seven executive could receive bonuses totaling $2.85 million if the business is sold for $200 million or more. The report says that Allied says incentive bonuses are needed because executives may leave since a sale of the business is the "most likely outcome." The minimum bonus pool would be $1.24 million if the sale price is $100 million. Under procedures approved June 21, Allied goes up for auction on Aug. 14. Bids are due initially by Aug. 8. The hearing for approval of sale is set for Aug. 22. Yucaipa and the other lenders disagree over who has the right to give the indenture trustee directions to bid secured debt rather than cash, a process known as credit bidding. The controversy must be resolved by a court before any of the secured lenders are allowed to credit bid. About Allied Systems BDCM Opportunity Fund II, LP, Spectrum Investment Partners LP, and Black Diamond CLO 2005-1 Adviser L.L.C., filed involuntary petitions for Allied Systems Holdings Inc. and Allied Systems Ltd. (Bankr. D. Del. Case Nos. 12-11564 and 12-11565) on May 17, 2012. The signatories of the involuntary petitions assert claims of at least $52.8 million for loan defaults by the two companies. Allied Systems, through its subsidiaries, provides logistics, distribution, and transportation services for the automotive industry in North America. Allied Holdings Inc. previously filed for chapter 11 protection (Bankr. N.D. Ga. Case Nos. 05-12515 through 05-12537) on July 31, 2005. Jeffrey W. Kelley, Esq., at Troutman Sanders, LLP, represented the Debtors in the 2005 case. Allied won confirmation of a reorganization plan and emerged from bankruptcy in May 2007 with $265 million in first-lien debt and $50 million in second- lien debt. The petitioning creditors said Allied has defaulted on payments of $57.4 million on the first lien debt and $9.6 million on the second. They hold $47.9 million, or about 20% of the first-lien debt, and about $5 million, or 17%, of the second-lien obligation. They are represented by Adam G. Landis, Esq., and Kerri K. Mumford, Esq., at Landis Rath & Cobb LLP; and Adam C. Harris, Esq., and Robert J. Ward, Esq., at Schulte Roth & Zabel LLP. Allied Systems Holdings Inc. formally put itself and 18 subsidiaries into bankruptcy reorganization June 10, 2012, following the filing of the involuntary Chapter 11 petition. The Company is being advised by the law firms of Troutman Sanders, Gowling Lafleur Henderson, and Richards Layton & Finger. The bankruptcy court process does not include captive insurance company Haul Insurance Limited or any of the Company's Mexican or Bermudan subsidiaries. The Company also announced that it intends to seek foreign recognition of its Chapter 11 cases in Canada. An official committee of unsecured creditors has been appointed in the case. The Committee consists of Pension Benefit Guaranty Corporation, Central States Pension Fund, Teamsters National Automobile Transporters Industry Negotiating Committee, and General Motors LLC. The Committee is represented by Sidley Austin LLP. Yucaipa Cos. has 55 percent of the senior debt and took the position it had the right to control actions the indenture trustee would take on behalf of debt holders. The state court ruled in March 2013 that the loan documents didn't allow Yucaipa to vote. In March, the bankruptcy court also gave the official creditors' committee authority to sue Yucaipa. The suit includes claims that the debt held by Yucaipa should be treated as equity or subordinated so everyone else is paid before the Los Angeles-based owner. The judge is allowing Black Diamond to participate in the lawsuit against Yucaipa and Allied directors. AMERICAN AIRLINES: 18 States Investigating Merger ------------------------------------------------- Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that the merger between AMR Corp. and US Airways Group Inc. is being investigated on antitrust grounds by 18 states, in addition to the required analysis by the U.S. Justice Department. Bond prices are suggesting that AMR will come out on top in a dispute with bondholders on the question of whether debt secured by aircraft can be repaid without a so-called make-whole premium. The merger will be carried out through implementation of AMR's Chapter 11 reorganization plan. Creditors are voting on the plan in advance of an Aug. 15 confirmation hearing. 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 MEDICAL: Okenwa in Contempt for Violating Bankr. Stay -------------------------------------------------------------- Bankruptcy Judge Carla E. Craig granted the motion of David J. Doyaga, the chapter 11 trustee of American Medical Utilization Management Corporation, to hold C. Steve Okenwa, Esq., and C. Steve Okenwa, P.C., in contempt for violating the automatic stay imposed under 11 U.S.C. Sec. 362(a) by restraining funds which the Debtor was entitled to receive from the New York State Department of Health, in an effort to collect a prepetition claim. Okenwa et al. must compensate the Trustee for attorney's fees and costs incurred as a result of the violation. However, the Trustee's requests for reimbursement of the lender's attorney's fees and costs, and for punitive damages, are denied. American Medical Utilization Management Corporation, a healthcare provider, filed for Chapter 11 (Bankr. E.D.N.Y. Case No. 11-43573) on April 28, 2011. This was the Debtor's third bankruptcy filing. The Debtor's first chapter 11 petition was filed on January 24, 2007 and was dismissed on March 29, 2007 on the motion of the chapter 11 trustee appointed in that case. (Case No. 07-40358-CEC) The Debtor's second chapter 11 petition was filed on August 27, 2008, and was dismissed on October 7, 2008 upon the United States Trustee's motion. (Case No. 08-45619-CEC) On July 8, 2011, Adrian George, John Davis, and Shurod Brown, creditors or holders of equity interests in the Debtor, filed a joint motion for the appointment of a chapter 11 trustee. On July 22, 2011, the United States Trustee filed a motion to dismiss the case with prejudice for two years. The Debtor did not oppose either motion. On October 18, 2011, the Trustee was appointed. By order dated April 20, 2012, the Trustee was authorized to retain Doyaga & Shaefer as counsel. The Trustee later retained The Law Office of Avrum J. Rosen, PLLC as counsel, which was approved on June 13, 2012. A copy of the Court's July 2 decision is available at http://is.gd/52eubBfrom Leagle.com. APPVION INC: Obtains $435 Million Secured Credit Facility --------------------------------------------------------- Appvion, Inc., on June 28, 2013, entered into a $435 million senior secured credit facility, which includes a $335 million first lien term loan facility and a $100 million revolving credit facility. The senior secured credit facility has been established pursuant to a first lien credit agreement by and among Appvion, Paperweight Development Corp. and other guarantors, Jefferies Finance LLC, as Joint Lead Arranger, Joint Book Runner and Administrative Agent, Fifth Third Bank, as Joint Lead Arranger, Joint Book Runner, Revolver Agent and Swing Line Lender and L/C Lender, KeyBank National Association, as Joint Lead Arranger, Joint Book Runner and Documentation Agent and the other Lenders party thereto. On June 28, 2013, Appvion applied substantially all of the Term Loan proceeds to fund the purchase price, including principal, premium, consent fee and accrued and unpaid interest, of $300.71 million aggregate principal amount of its 10.50 percent Senior Secured Notes due 2015 pursuant to its cash tender offer and consent solicitation and to pay related fees and expenses. Going forward, the proceeds of the Revolving Credit Facility will be used to provide ongoing working capital and for general corporate purposes of Appvion and its subsidiaries. The Term Loan has a term of six years, and the Revolving Credit Facility has a term of five years. The defined Maturity Date of the Revolving Credit Facility may be deemed to be June 30, 2015, and the defined Maturity Date of the Term Loan may be deemed to be Sept. 15, 2015. The Revolving Credit Facility includes a $25 million subfacility for standby letters of credit and a $5 million subfacility for swingline loans. Subject to the terms and conditions of the Credit Agreement, Appvion may request that the Term Loan and the Revolving Credit Facility be increased by an aggregate principal amount not exceeding the greater of (x) $100,000,000 and (y) an aggregate principal amount such that the Consolidated First Lien Leverage Ratio does not exceed 2.90:1.00 on a pro forma basis. Borrowings under the Credit Agreement bear interest at a rate which can be, at the Company's option, either (i) a Eurodollar borrowing rate for a specified interest period plus 4.5 percent per annum or (ii) a base rate plus 3.50 percent per annum. If an event of default occurs under each of the Credit Agreement, the applicable interest rate will increase by 2.00 percent per annum during the continuance of that event of default. In connection with the new senior secured credit facility, Appvion has terminated its existing revolving credit facility, established pursuant to a credit agreement, dated as of Feb. 8, 2010, by and among the Company, Paperweight, Fifth Third Bank, as administrative agent, swing line lender and an L/C issuer, the other lenders party thereto and Fifth Third Bank, as sole lead arranger and sole book manager. Also on June 28, 2013, Appvion issued a notice of redemption to redeem on July 31, 2013, all Notes not tendered and accepted for purchase pursuant to the Tender Offer and Consent Solicitation. The indenture governing the Notes, dated as of Feb. 8, 2010, among Appvion, the guarantee parties thereto and U.S. Bank National Association, as trustee and collateral agent, is expected to be discharged pending redemption payment to noteholders and pursuant to the satisfaction and discharge provisions of that indenture. A copy of the Credit Agreement is available for free at: http://is.gd/gPswzE On June 28, 2013, Appvion, in connection with the settlement of its (i) cash tender offer for any and all of its outstanding 10.50 percent Senior Secured Notes due 2015 and (ii) consent solicitation for effecting certain amendments to the indenture governing the First Lien Notes, dated as of Feb. 8, 2010, by and among the Company, the guarantors and U.S. Bank National Association, as trustee and collateral agent, entered into a First Supplemental Indenture to the First Lien Notes Indenture. The First Lien Supplemental Indenture amended the First Lien Notes Indenture by, among other things, eliminating substantially all of the restrictive covenants and certain events of default contained therein, relieving Appvion of certain of its obligations relating to merger, consolidation, or sale of assets, releasing all of the collateral securing the First Lien Notes and modifying certain other related provisions contained in the First Lien Notes Indenture. On June 28, 2013, the Company entered into a Fourth Supplemental Indenture to the indenture governing the Company's 9.75 percent Senior Subordinated Notes due 2014, dated as of June 11, 2004, by and among the Company, and each of the guarantors named therein and U.S. Bank National Association, as trustee. The amendment allows the Company to designate a Restricted Subsidiary having no material assets that is a guarantor party to the Senior Subordinated Indenture to be an Unrestricted Subsidiary, and to dissolve that subsidiary without violating the terms of the Senior Subordinated Indenture. Pursuant to Section 9.01 of the Senior Subordinated Indenture, the Company is not required to seek consent of the holders of the Senior Subordinated Notes before entering into the Senior Subordinated Supplemental Indenture. About Appvion, Inc. Appleton, Wisconsin-based Appvion -- http://www.appvion.com/-- creates product solutions through its development and use of coating formulations, coating applications and Encapsys(R) microencapsulation technology. The Company produces thermal, carbonless and security papers and Encapsys products. Appvion has manufacturing operations in Wisconsin, Ohio and Pennsylvania, employs approximately 1,700 people and is 100 percent employee- owned. The Company's balance sheet at March 31, 2013, showed $557 million in total assets, $906.9 million in total liabilities, and a $349.87 million total deficit. For the nine months ended Sept. 30, 2012, the Company reported a net loss of $115.64 million on $644.27 million of net sales, in comparison with net income of $9.54 million on $651.70 million of net sales for the nine months ended Oct. 2, 2011. * * * Appleton Papers carries a 'B' corporate credit rating, with stable outlook, from Standard & Poor's. IT has a 'B2/LD' probability of default rating from Moody's. ATLANTIC POWER: S&P Lowers Rating on $190MM Senior Notes to 'B-' ---------------------------------------------------------------- Standard & Poor's Ratings Services said it lowered its corporate credit rating on Atlantic Power to 'B' from 'BB-'. At the same time, S&P lowered the issue-level ratings on subsidiary Curtis Palmer LLC's $190 million 5.9% senior unsecured notes due 2014 by three notches to 'B-' based on a revision to the recovery rating on this debt to '5' from '4'. S&P lowered its issue-level rating on the $460 million 9% senior unsecured notes due 2018 two notches to 'B', and revised the recovery rating to '4' from '3'. S&P also lowered the issue rating on the C$210 million 5.95% unsecured notes due 2036 issued by subsidiary Capital Power Income L.P. two notches to 'B-'. The recovery rating on this debt is unchanged at '5'. A '4' recovery rating indicates that unsecured creditors can expect average (30% to 50%) recovery if a payment default occurs and a '5' indicates a modest (10% to 30%) recovery. The 'B' rating reflects S&P's expectations of decreased cash flow coverage levels due to asset sales from the Auburndale and Lake plants in Florida, which were expected to be significant cash flow contributors in the short term. Cash flows were also impaired by less aggressive growth assumptions, including a delay in the timing and return of $150 million in investment capital, which contributes to cash flow lag, and lower contributions from projects, given revised market price assumptions and increased maintenance spending assumptions. Atlantic Power is a Boston-based publicly traded power generation company with a portfolio of assets in the U.S. and Canada. The company's current portfolio consists of interests in 29 operational power generation projects in 11 states and two Canadian provinces with about 2,098 megawatts (MW). In December 2012, the company acquired a wind and solar development company, Ridgeline Energy Holdings Inc., located in Seattle, Wash. Atlantic Power also owns a majority interest in Rollcast Energy Inc., a biomass power plant developer in North Carolina. "We rate Atlantic Power using our power developer methodology, a key element of which is assigning a quality of cash flow (QCF) score to the cash flow stream from each plant. The QCF score reflects our opinion of the cash flow stream's potential volatility. Project-level QCF scores are largely influenced by the terms of the power purchase agreement for the project, expected project cash flow, and project-level covenants that can affect a given project's ability to distribute cash to Atlantic Power, in addition to a project's operational track record. Standard & Poor's QCF scale ranges from '1' to '10', with '1' being the most stable and '10' the most volatile. Atlantic Power's portfolio has kept steady at a weighted average QCF of '5', basing weights on average distributions to the company from 2013 to 2018," S&P said. The rating on Atlantic Power reflects a "fair" business risk profile and "highly leveraged" financial risk profile. "Our business risk assessment reflects the company's reliance on distributions from its underlying portfolio of power generation projects, its dependence on growth projects to increase EBITDA and a mostly contracted cash flow profile," said Standard & Poor's credit analyst Rubina Zaidi. The financial risk profile has increased to "highly leveraged" from "significant" to reflect an increase in consolidated leverage per kilowatt, lower expected project economics at a number of Atlantic Power's plants and credit measures in line with the 'B' rating. "Our revised recovery analysis resulted in changes to recovery ratings. These changes are based on a revision in our valuation of Atlantic Power's various power assets, the sale of certain assets, the acquisition of other assets, as well as a material increase in the amount of structurally senior project-level debt. We base the varied recovery ratings on the rated debt instruments on differing levels of guarantees. We will publish an updated recovery analysis and recovery report following this research update," S&P added. "The stable outlook reflects our belief that Atlantic Power will resolve its financial covenant issue in a reasonable manner in the coming weeks. It also reflects Atlantic Power's mostly contracted portfolio, and our expectations that CFADs to debt and CFADs to interest coverage will be about 10% to 12% and 1.5x, respectively, and liquidity will be adequate. We could raise the rating if growth projects increase EBITDA significantly or CFADS to debt and CFADS to interest ratios improve to around 15% and 2.0 to 2.2x. We could lower the rating if generation is lower than expected, maintenance costs are higher, or if growth targets are not met. We could also lower the rating if we determine that there is risk in the refinancing of Atlantic Power's Curtis Palmer notes," S&P noted. ATLAS DELAWARE: S&P Revises Outlook to Stable & Affirms 'B' CCR --------------------------------------------------------------- Standard & Poor's Ratings Services revised the outlook on Atlas Delaware Merger Sub Inc. to stable from negative. The 'B' corporate credit rating is unchanged. In addition, the 'B' issue-level and '3' recovery ratings on the company's proposed $310 million first lien term loan due 2020 and $40 million revolving credit facility due 2018 are unchanged. The '3' recovery rating indicates S&P's expectation for meaningful (50% to 70%) recovery in the event of payment default. The 'CCC+' issue-level and '6' recovery ratings on the proposed $125 million second lien term loan due 2021 are also unchanged. The '6' recovery rating indicates S&P's expectation for negligible (0% to 10%) recovery in the event of payment default. "The outlook revision reflects meaningfully lower pro forma leverage, which is in the mid-7x area as of March 2013, compared with the low-8x area under the company's original proposal," said Standard & Poor's credit analyst Christian Frank. "We anticipate that low-single-digit revenue growth in 2013, pro forma for acquisitions, with stable mid-30% EBITDA margins, is likely to result in leverage in the mid-to-high 6x area by year end," added Mr. Frank. The ratings on Atlas reflect S&P's view of the company's "highly leveraged" financial risk profile with leverage in the mid-7x area pro forma for the proposed transaction (but excluding management's anticipated cost savings), and its "weak" business risk profile with relatively low recurring maintenance and subscription revenue, a concentrated customer base, and reliance on large perpetual license sales. Its leading market position and track record of operating results partly offset these factors. Triple Point provides commodity management software solutions to a wide range of end markets, including agriculture, consumer products, energy, and mining, financial services, and commodity trading. The company's software provides end-to-end functionality in the procurement, processing, transporting, and risk management of a wide range of commodities applicable to its end markets. It sells perpetual licenses based on commodity types, functionality, and seats, and it generates new license sales from existing customers as they expand the breadth of commodities they manage with the company's software, come to require new capabilities within existing commodities, or add new users. BELLE FOODS: Files Ch.11 One Year After Buying Southern Stores -------------------------------------------------------------- Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that Belle Foods LLC bought 57 stores from Southern Family Markets LLC about a year ago and put the business into Chapter 11 reorganization (Bankr. N.D. Ala. Case No. 13-81963) on July 1 in Decatur, Alabama. The chain is owned by a father and son who purchased the operation with a $4 million secured term loan and $24 million revolving credit from the seller. The stores are in Florida, Georgia, Alabama and Mississippi. The petition shows assets and debt both for more than $10 million. C&S Wholesale Grocers Inc. is owed about $6 million on secured and unsecured debt. Belle Foods owes another $8 million to trade suppliers, according to a court filing. BELLE FOODS: Voluntary Chapter 11 Case Summary ---------------------------------------------- Debtor: Belle Foods, LLC 1652 Beltline Road, SW Decatur, AL 35601 Bankruptcy Case No.: 13-81963 Chapter 11 Petition Date: July 1, 2013 Court: U.S. Bankruptcy Court Northern District of Alabama (Decatur) Judge: Jack Caddell Debtor's Counsel: D. Christopher Carson, Esq. BURR & FORMAN, LLP 420 North 20th Street 3100 SouthTrust Tower, Suite 3400 Birmingham, AL 35203 Tel: (205) 251-3000 E-mail: ccarson@burr.com - and - Brent W. Dorner, Esq. BURR & FORMAN, LLP 420 North 20th Street 3100 SouthTrust Tower, Suite 3400 Birmingham, AL 35203 Tel: (205) 458-5335 Fax: (205) 714-6892 E-mail: bdorner@burr.com - and - Marc P. Solomon, Esq. BURR & FORMAN, LLP 420 North 20th Street 3100 SouthTrust Tower, Suite 3400 Birmingham, AL 35203 Tel: (205) 458-5281 Fax: (205) 458-5100 E-mail: msolomon@burr.com Debtor's Investment Banker and Financial Advisor: THE FOOD PARTNERS, LLC Estimated Assets: $10,000,001 to $50,000,000 Estimated Debts: $10,000,001 to $50,000,000 The Company did not file a list of creditors together with its petition. The petition was signed by William D. White, chief executive officer. BERNARD L. MADOFF: Brother Snubs Questions in London Suit --------------------------------------------------------- Kit Chellel, writing for Bloomberg News, reports that Bernard Madoff's younger brother, repeatedly refused to answer questions in a lawsuit filed by the liquidators of Madoff's U.K. unit seeking $50 million from the convicted conman's family and associates. According to the report, Peter Madoff, testifying via a video link from a U.S. prison, told the London court that he would invoke his U.S. Fifth Amendment right against self-incrimination. He refused to discuss payments totalling $300 million from the U.K. unit to his brother's family, his own plea bargain to U.S. criminal charges, and his duties at the company's U.K. unit. The report notes that Madoff Securities International Ltd. in London was owned almost exclusively by Madoff and served as his proprietary trading unit. More than $910 million was transferred between the London unit and Bernard L. Madoff Investment Securities LLC in New York from the time of the office's founding in 1983 until firm's collapse in December 2008, the liquidators said when they filed the lawsuit in 2010. The 67-year-old Peter Madoff, dressed in a dark jacket, answered a few questions before invoking his U.S. Constitutional rights. He confirmed the U.K. liquidators had dropped him as a defendant in the case as one of the directors of the London unit. He also said that the U.K. company was set up to expand the U.S. trading business in Europe. The report relates that the defendants -- including Bernard Madoff's son Andrew, former Bank Medici AG chairwoman Sonja Kohn and 75-year-old former SG Warburg executive Stephen Raven -- deny knowing of any wrongdoing and say they too are victims. The report discloses that liquidators are seeking to recover about $50 million, including payments for a luxury yacht and an Aston Martin sports car. 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. BIG COUNTRY: Case Summary & 7 Unsecured Creditors ------------------------------------------------- Debtor: Big Country Investments, Inc. 14018 Ozarks Dr Garfield, AR 72732 Bankruptcy Case No.: 13-72296 Chapter 11 Petition Date: June 28, 2013 Court: United States Bankruptcy Court Western District of Arkansas (Harrison) Judge: Ben T. Barry Debtor's Counsel: Stanley V. Bond, Esq. BOND LAW OFFICE P.O. Box 1893 Fayetteville, AR 72701-1893 Tel: (479) 444-0255 Fax: (479) 444-7141 E-mail: attybond@me.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 seven largest unsecured creditors, filed together with the petition, is available for free at http://bankrupt.com/misc/arwb13-72296.pdf The petition was signed by Ron Odum, president. BILTMORE INVESTMENTS: President Liable to TD Bank Loan ------------------------------------------------------ The Court of Appeals of North Carolina upheld a trial court ruling that Walter T. McGee, as guarantor of four past-due promissory notes, is liable to T.D. Bank, N.A., for the sums due on each note, plus interest and attorney's fees. Mr. McGee is the president of two North Carolina companies: Asheville Downtown Holdings, Ltd., and Biltmore Investments, Ltd. These companies operate a series of trailer parks in North Carolina and South Carolina. Between 2005 and 2006 these companies executed and delivered a total of four commercial promissory notes to Carolina First Bank. T.D. Bank is successor by merger to, and is formerly known as, Carolina First Bank. All four Notes went into default. Note 1 and Note 2 matured in March 2010 and were not paid. Payments for Note 3 and Note 4 ceased after February 2010. In addition, Biltmore Investments filed Chapter 11 bankruptcy on January 26, 2011 and Asheville Downtown filed Chapter 11 bankruptcy on April 1, 2011. The suit is TD BANK, N.A. v. McGEE No. COA12-1412 (N.C. App.). A copy of the appeals court's July 2, 2013 unpublished opinion is available at http://is.gd/ppjc8Gfrom Leagle.com. Ward and Smith, P.A.'s Lance P. Martin, Esq., Benjamin E. F. B. Waller, Esq., and Norman J. Leonard, Esq. -- lpm@wardandsmith.com bew@wardandsmith.com and njl@wardandsmith.com -- represent TD Bank. David R. Payne, P.A.'s David R. Payne, Esq., argues for Mr. McGee. BOSTON PROPERTIES: Fitch Affirms 'BB+' Preferred Stock Rating ------------------------------------------------------------- Fitch Ratings has affirmed the credit ratings of Boston Properties, Inc. (NYSE: BXP), and its operating partnership, Boston Properties Limited Partnership, as follows: Boston Properties, Inc. -- Issuer Default Rating (IDR) at 'BBB'; -- $200 million preferred stock at 'BB+'. Boston Properties, L.P. -- IDR at 'BBB'; -- $750 million unsecured revolving credit facility at 'BBB'; -- $5.9 billion senior unsecured notes at 'BBB'; -- $748 million exchangeable senior unsecured notes at 'BBB'. The Rating Outlook is Stable. Key Rating Drivers The company's superior asset quality and appropriate leverage and fixed-charge coverage metrics support the ratings. The ratings also reflect BXP's adequate liquidity position that is supported by its large unrestricted cash balance, retained free cash flow, near full availability under its $750 million revolving credit facility and its large unencumbered pool of high quality assets in markets with excellent transaction and financing liquidity characteristics. The ratings are balanced by the company's moderately concentrated geographical footprint and related exposure to finance, legal and government and defense industry tenants. Execution and liquidity risk associated with the company's development platform are also a credit concern. Superior Asset Quality BXP owns a high-quality portfolio of predominantly class A office properties located in supply-constrained central business district (CBD) markets. The company's CBD properties are often leading properties in their submarkets that compete for the highest profile tenants, and would likely attract significant investor and lender interest, providing contingent liquidity to the company. Appropriate Leverage and Coverage BXP's leverage and fixed-charge coverage are appropriate for a 'BBB' rated office REIT with BXP's large size and high asset quality. BXP's net debt to recurring operating EBITDA for the trailing 12 months (TTM) was 6.7x as of March 31, 2013. Leverage was 6.8x in 2012, 6.3x in 2011 and 7.6x in 2010. Fitch expects the company's leverage to sustain in the high 6.0x range through 2015. Fixed-charge coverage was 2.2x for the TTM ended March 31, 2013, compared to 2.1x in 2012, 2.2x in 2011 and 1.8x in 2010. Fitch projects that the company's fixed-charge coverage will improve modestly to 2.3x in 2015. Fitch defines fixed charge coverage as recurring operating EBITDA, including recurring cash distributions from joint ventures, less straight line rents and maintenance CapEx and leasing costs, divided by interest incurred plus preferred dividends. Long-Term Leases The seven-year weighted average term to maturity of BXP's leases provides stability to the company's cash flows. The company's in- service portfolio was 91.7% leased at March 31, 2013. BXP's lease profile is strong relative to its office REIT peers, which ensures that the company is not overly exposed to leasing risk at any given time, notwithstanding tenant bankruptcies. Average annual lease expirations comprise less than 8% of annualized base rent through 2022, with a maximum annual maturity of 13% in 2017. The company has historically been proactive in renewing tenants in advance of lease maturities to minimize downtime and leasing costs, which Fitch views as a risk adverse strategy that strengthens the credit by reducing cash flow volatility. Solid Liquidity Recent capital markets activity has solidified BXP's liquidity position. For the period April 1, 2013 to Dec. 31, 2014, the company's base case liquidity coverage ratio is 1.5x after giving effect to its $700 million notes issuance in early June 2013. BXP's liquidity coverage would improve to 1.7x assuming the company refinances maturing mortgages at 80% of current balances. The $746 million of exchangeable notes that mature in February 2014 represent the company's next largest funding requirement. Unfunded development commitments were the second largest use of capital at $670 million, not including the Transbay Tower in San Francisco for which Fitch anticipates the company will start below-grade construction in late 2013. BXP likely has some flexibility to defer spending if market conditions weaken unexpectedly and materially. BXP's liquidity coverage ratio would improve to 2.1x absent committed development expenditures. Fitch defines liquidity coverage as sources of liquidity (unrestricted cash, availability under the company's unsecured credit facility and expected retained cash flows from operating activities after dividends) divided by uses of liquidity (pro rata debt maturities, expected recurring capital expenditures and development costs). BXP maintains a large unencumbered pool of 124 assets that comprised 66% of net operating income (NOI) as of March 31, 2013. Fitch views the company's unencumbered asset base as a strong source of contingent liquidity that supports its unsecured obligations. Capitalizing annualized first quarter 2013 (1Q'13) cash NOI generated by the unencumbered pool at a stressed 7.5% capitalization rate yields unencumbered asset coverage of approximately 1.9x, which is adequate for the 'BBB' IDR. Finally, BXP's approximate 76% AFFO payout ratio allows the company to retain approximately $100 million of cash flow annually that can be used to fund investments and satisfy its maturities. Well-Laddered Debt Maturities BXP's debt maturities are generally well-laddered, with less than 10% of total debt maturing in any given year through 2016. The company does have an unusually large 17.2% of consolidated debt maturing in 2017 that increases to 24.2% of total debt maturing when including the $975 million of unconsolidated JV debt maturing at BXP's pro rata share. Fitch views these maturities as an intermediate-term risk that is mitigated by the secured, non- recourse nature of the obligations, as well as the high quality of the properties securing these mortgages, which include 599 Lexington Avenue and 767 Fifth Avenue (The GM Building) in Manhattan, and the John Hancock Tower in Boston. Tenant Industry Concentration Risk The company has a high proportion of financial, legal and government related tenants in its portfolio. Tenants in these segments comprised approximately 28%, 25% and 6% of gross rent, respectively, for a combined total of 59% as of March 31, 2013. Lower trading volumes and increased regulation are key issues that are challenging financial services companies resulting in delayed leasing decisions, at best, and, in many instances, led to reductions in space demand. Legal tenants continue to optimize their space needs and are often shrinking their office footprints when leases expire. Finally, the U.S. Government (BXP's largest tenant at 6.4% of leased square feet) and related government contractors are demanding less space due in large part to the impact sequestration, particularly in the Washington D.C. metro area. Development Risk Development is a key component of BXP's strategy and the company has historically allowed its pipeline of projects under construction to become a large percentage of its portfolio on both a relative and absolute basis. For example, the pipeline grew to 20.3% of total undepreciated book assets in 2Q'08, with the unfunded portion representing 11% of total assets. The total estimated investment of BXP's development pipeline was $1.9 billion at March 31, 2013, which represented 10.1% of total assets with the unfunded portion comprising a materially smaller 3.6% of total assets. Fitch would view cautiously a pipeline that grows close to 20% of total assets or approaching 10% of remaining funding, absent significant pre-leasing. Preferred Stock Notching The two-notch differential between BXP's IDR and its preferred stock rating is consistent with Fitch's criteria for corporate entities with an IDR of 'BBB'. Based on Fitch's research on 'Treatment and Notching of Hybrids in Nonfinancial Corporate and REIT Credit Analysis,' these preferred securities are deeply subordinated and have loss absorption elements that would likely result in poor recoveries in the event of a corporate default. Stable Rating Outlook The Stable Outlook reflects Fitch's expectations that fixed-charge coverage and leverage will sustain at the current levels over the next 12-24 months. Rating Sensitivities The following factors could result in positive momentum in the ratings and/or Outlook: -- Fitch's expectation of leverage sustaining below 6.5x for several quarters. This factor was previously 5.5x and was changed to 6.5x to reflect the consistently lower capitalization rates for properties in BXP's markets (leverage was 6.7x as of March 31, 2013). -- Fitch's expectation of fixed-charge coverage sustaining above 2.5x for several consecutive quarters (coverage was 2.2x for the TTM ended March 31, 2013); Conversely, the following factors may result in negative momentum in the ratings and/or Outlook: -- Fitch's expectation of net debt to recurring operating EBITDA sustaining above 7.5x. This factor was previously 7.0x and was changed to 7.5x to reflect the consistently lower capitalization rates for properties in BXP's markets; -- Fitch's expectation of fixed-charge coverage sustaining below 1.7x; -- A liquidity coverage ratio of below 1.0x. BROADCAST INTERNATIONAL: 2nd Amendment to AllDigital Merger Pact ---------------------------------------------------------------- Broadcast International, Inc., and AllDigital Holdings, Inc., entered into a Second Amendment to Agreement and Plan of Merger. The Merger Agreement, as previously amended on April 9, 2013, contemplates that, assuming the satisfaction of certain conditions precedent to closing, the Company will be merged with and into AllDigital, and AllDigital will survive as a wholly-owned subsidiary of the Company. The Amendment increases the percentage of Company common stock, calculated on a modified fully diluted basis, that AllDigital security holders will receive in the merger from 54 percent to 58 percent and modified a number of the closing conditions to the merger. Namely, (i) the amount of adjusted working capital the Company is required to have immediately prior to closing of the merger was changed from equal to or greater than a deficit of $1,000,000 to equal to or greater than zero; (ii) the monthly net cash flow of the Company is required to have for the thirty days preceding the merger was changed from $50,000 to a monthly deficit of $10,000; and (iii) a new condition was added requiring the Company to have post-merger financing commitments in place for the purchase of no less than $1.5 million, and no more than $3.5 million, of Company common stock with terms and investors approved by AllDigital. Additionally, the Amendment modified the "End Date" (a date upon which either party may terminate the Merger Agreement if the merger has not been consummated) from July 31, 2013, to Oct. 31, 2013; the Amendment eliminated one of the existing Company directors from the schedule of post-closing directors and, as a result, the Merger Agreement identifies the post-closing directors as Donald A. Harris, Paul Summers, David Williams and up to two additional directors mutually approved by the Company and AllDigital prior to closing of the merger; and the Amendment changes the ratio for the reverse stock split to be proposed by the Company to its shareholders from a 10 to 1 reverse stock split to a 15 to 1 reverse stock split. A copy of the Amended Merger Agreement is available at: http://is.gd/jOOUUu About Broadcast International Based in Salt Lake City, Broadcast International, Inc., installs, manages and supports private communication networks for large organizations that have widely-dispersed locations or operations. The Company owns CodecSys, a video compression technology to convert video content into a digital data stream for transmission over satellite, cable, Internet, or wireless networks, as well as offers audio and video production services. The Company's enterprise clients use its networks to deliver training programs, product announcements, entertainment, and other communications to their employees and customers. The Company reported net income of $1.30 million in 2011, compared with a net loss of $18.66 million in 2010. The Company's balance sheet at March 31, 2013, showed $2.64 million in total assets, $9.07 million in total liabilities, and a $6.43 million total stockholders' deficit. CAESARS ENTERTAINMENT: Approves RSU Awards Under 2012 Plan ---------------------------------------------------------- The Human Resources Committee of Caesars Entertainment Corporation approved the Form of the Restricted Stock Unit Award Agreement under the 2012 Performance Incentive Plan. The Committee also made these grants of options to purchase shares and restricted stock units under the Plan to the Company's named executive officers: Name No. of Options No. of RSUs ------------------- -------------- ----------- Gary W. Loveman 110,834 102,917 Donald A. Colvin 21,875 32,813 John W. R. Payne 28,125 42,188 Thomas M. Jenkin 37,500 56,250 Timothy R. Donovan 20,313 30,469 A copy of the Form of RSU Award Agreement is available at: http://is.gd/HyPidj About Caesars Entertainment Caesars Entertainment Corp., formerly Harrah's Entertainment Inc. -- http://www.caesars.com/-- is one of the world's largest casino companies, with annual revenue of $4.2 billion, 20 properties on three continents, more than 25,000 hotel rooms, two million square feet of casino space and 50,000 employees. Caesars casino resorts operate under the Caesars, Bally's, Flamingo, Grand Casinos, Hilton and Paris brand names. The Company has its corporate headquarters in Las Vegas. Harrah's announced its re-branding to Caesar's on mid-November 2010. The Company incurred a net loss of $1.49 billion on $8.58 billion of net revenues for the year ended Dec. 31, 2012, as compared with a net loss of $666.70 million on $8.57 billion of net revenues during the prior year. The Company incurred a $823.30 million net loss in 2010. The Company's balance sheet at March 31, 2013, showed $27.47 billion in total assets, $28.03 billion in total liabilities, and a $560 million total deficit. * * * Caesars Entertainment carries a 'CCC' long-term issuer default rating, with negative outlook, from Fitch and a 'Caa1' corporate family rating with negative outlook from Moody's Investors Service. As reported in the TCR on Feb. 5, 2013, Moody's Investors Service lowered the Speculative Grade Liquidity rating of Caesars Entertainment Corporation to SGL-3 from SGL-2, reflecting declining revolver availability and Moody's concerns that Caesars' earnings and cash flow will remain under pressure causing the company's negative cash flow to worsen. In the May 7, 2013, edition of the TCR, Standard & Poor's Ratings Services said that it lowered its corporate credit ratings on Las Vegas-based Caesars Entertainment Corp. (CEC) and wholly owned subsidiary Caesars Entertainment Operating Co. (CEOC) to 'CCC+' from 'B-'. "The downgrade reflects weaker-than-expected operating performance in the first quarter, and our view that Caesars' capital structure may be unsustainable over the next two years based on our EBITDA forecast for the company," said Standard & Poor's credit analyst Melissa Long. CANOAK USA: Case Summary & 20 Largest Unsecured Creditors --------------------------------------------------------- Debtor: Canoak USA, Inc. 435 County Road 6430 Salem, MO 65560 Bankruptcy Case No.: 13-46080 Chapter 11 Petition Date: June 28, 2013 Court: United States Bankruptcy Court Eastern District of Missouri (St. Louis) Judge: Charles E. Rendlen III Debtor's Counsel: J. Michael Payne, Esq. LIMBAUGH, RUSSELL, PAYNE & HOWARD 407 N. Kingshighway, Ste. 400 P.O. Box 1150 Cape Girardeau, MO 63702-1150 Tel: (573) 335-3316 E-mail: mpayne@limbaughlaw.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/moeb13-46080.pdf The petition was signed by Jerry R. Lough, president. CAPITOL BANCORP: River Branch Files Own Motion to Be Advisor ------------------------------------------------------------ River Branch Capital LLC filed a motion asking the U.S. Bankruptcy Court to authorize its employment as investment banker to Capitol Bancorp Ltd., et al., effective as of the Petition Date. River Branch says that as part of the necessary expenses of filing the Chapter 11 cases, it prepared a valuation and liquidation analysis for the plan of reorganization filed on the Petition Date. The agreed fee was $100,000. On Jan. 3, 2013, the Debtors filed a nunc pro tunc application to employ River Branch as investment banker. The application described in detail the agreed $100,000 fee. River Branch said it was led to believe that court approval would be sought, and has performed additional valuable services for the estate in reliance thereon. For example, River Branch employees have traveled extensively with the Debtors' management team to find institutional investors interested in acquiring common and preferred shares pursuant to the Debtors' recapitalization plan. In connection with its marketing effort, River Branch has incurred postpetition out-of-pocket expenses totaling $24,942. Recently, River Branch learned, for the first time, that the Debtors never advanced the application on the Court's calendar, and thus, River Branch has filed the motion. The firm asks the Court to approve the application and order payment of $124,942. In the alternative, the firm asks the Court to order payment of $124,942, because its services were necessary to preserve these estates. River Branch is represented by: SHELDON S. TOLL PLLC Sheldon S. Toll, Esq. 3000 Town Center, Suite 1700 Southfiled, MI 48075 Tel: (248) 351-5480 E-mail: lawtoll@comcast.net About Capitol Bancorp Capitol Bancorp Ltd. and Financial Commerce Corporation filed voluntary Chapter 11 bankruptcy petitions (Bankr. E.D. Mich. Case Nos. 12-58409 and 12-58406) on Aug. 9, 2012. Capitol Bancorp -- http://www.capitolbancorp.com/-- is a community banking company with a network of individual banks and bank operations in 10 states and total consolidated assets of roughly $2.0 billion as of June 30, 2012. CBC owns roughly 97% of FCC, with a number of CBC affiliates owning the remainder. FCC, in turn, is the holding company for five of the banks in CBC's network. CBC is registered as a bank holding company under the Bank Holding Company Act of 1956, as amended, 12 U.S.C. Sec. 1841, et seq., and trades on the OTCQB under the symbol "CBCR." Lawyers at Honigman Miller Schwartz and Cohn LLP represent the Debtors as counsel. John A. Simon, Esq., of Foley & Lardner LLP represents the Official Committee of Unsecured Creditors as counsel. In its petition, Capitol Bancorp scheduled $112,634,112 in total assets and $195,644,527 in total liabilities. The petitions were signed by Cristin K. Reid, corporate president. The Company's balance sheet at Sept. 30, 2012, showed $1.749 billion in total assets, $1.891 billion in total liabilities, and a stockholders' deficit of $141.8 million. Prepetition, the Debtor arranged a reorganization plan that was accepted by the requisite majorities of creditors and equity holders in all classes. Problems arose when affiliates of Valstone Partners LLC declined to proceed with a tentative agreement to fund the reorganization by paying $50 million for common and preferred stock while buying $207 million in face amount of defaulted commercial and residential mortgages. Capitol Bancorp has acceded partly to Plan objections lodged by the official unsecured creditors' committee, by agreeing to postpone a plan-approval hearing to Sept. 18 from Aug. 14. The creditors support Capitol's desire to sell the remaining banks it owns in six states, although the committee disagrees with the Chapter 11 plan and aspects of the disclosure materials. Capitol is trying to sell the remaining banks before they are taken over by regulators. Four were seized in the past month. Capitol has assets of $1.4 billion and debt totaling $1.55 billion, according to the disclosure statement accompanying the plan. The bank subsidiaries' assets are $1.28 billion. The holding company said it was so far unable to locate an equity investor willing to sponsor a reorganization plan. CASA CASUARINA: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------- Debtor: Casa Casuarina, LLC 1116 Ocean Drive Miami Beach, FL 33139 Bankruptcy Case No.: 13-25645 Chapter 11 Petition Date: July 1, 2013 Court: U.S. Bankruptcy Court Southern District of Florida (Miami) Judge: Laurel M. Isicoff Debtor's Counsel: Joe M. Grant, Esq. MARSHALL SOCARRAS GRANT, P.L. 197 S. Federal Highway, #300 Boca Raton, FL 33432 Tel: (561) 3611000 Fax: (561) 672-7581 E-mail: jgrant@msglaw.com Estimated Assets: $50,000,001 to $100,000,000 Estimated Debts: $10,000,001 to $50,000,000 The petition was signed by Peter Loftin, manager. Debtor's List of Its 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Carlton Fields Trade Debt $30,000 100 S.E. 2nd Street, Suite 4200 Miami, FL 33131 Rice Pugatch Robinson Schiller Trade Debt $30,000 101 N.E. 3rd Avenue, Suite 1800 Fort Lauderdale, FL 33301 Michael Pospisil Judgment $18,909 c/o Lawrence McGuiness, Esq. 1627 S.W. 37th Avenue Miami, FL 33145 Alexandra Albu Judgment $15,857 Monique Alfonso Judgment $15,857 Joseph Bonifacio Judgment $10,888 Ranko Slavujevic Judgment $5,194 1116 Ocean Drive, LLC Litigation Unknown Alfred Chouinard Litigation Unknown Barry Sendach Litigation Unknown Elizabeth Kumin Litigation Unknown Gina Johnson Litigation Unknown Herbert Stettin, Chapter 11 Settlement Agreement Unknown Trustee Ivan Kaufman Litigation Unknown James Harrold Litigation Unknown Jerri Sendach Litigation Unknown Loran McGlynn Litigation Unknown Miami Dade County Tax Collector 116 Ocean Drive Unknown Miami Beach, FL 33139 Property Tax Consultants, Ltd. Settlement Agreement Unknown Robert Rowen Litigation Unknown CASH STORE: Faces Securities Class Action in New York Court ----------------------------------------------------------- The Cash Store Financial Services Inc. on July 4 disclosed that a proposed class action proceeding for violation of U.S. federal securities laws has been commenced in the United States District Court of the Southern District of New York against the Company and certain of its present and former officers. The claim is substantially similar to the recently announced proposed class action proceedings in Alberta and Ontario and the previously disclosed complaint filed by Globis Capital Partners L.P. The proposed U.S. class action concerns alleged misrepresentations made in the Company's quarterly and annual financial statements between November 24, 2010 and May 13, 2013. In particular, the U.S. complaint alleges that Cash Store Financial overvalued the consumer loan portfolio acquired from third party lenders, overstated its net income, understated losses on its internal consumer loan portfolio, and understated its liabilities associated with the settlement of the British Columbia class action. The Company will defend itself vigorously against what it believes are unfounded allegations. About Cash Store Financial Headquartered in Edmonton, Alberta, The Cash Store Financial is the only lender and broker of short-term advances and provider of other financial services in Canada that is listed on the Toronto Stock Exchange (TSX: CSF). Cash Store Financial also trades on the New York Stock Exchange (NYSE: CSFS). Cash Store Financial operates 512 branches across Canada under the banners "Cash Store Financial" and "Instaloans". Cash Store Financial also operates 25 branches in the United Kingdom. Cash Store Financial is a Canadian corporation that is not affiliated with Cottonwood Financial Ltd. or the outlets Cottonwood Financial Ltd. operates in the United States under the name "Cash Store". Cash Store Financial does not do business under the name "Cash Store" in the United States and does not own or provide any consumer lending services in the United States. Cash Store Financial employs approximately 1,900 associates. * * * As reported in the Feb. 8, 2013 edition of the TCR, Standard & Poor's Ratings Services lowered its issuer credit rating on Cash Store Financial (CSF) to 'CCC+' from 'B-'. The outlook is negative. "The downgrades follow a proposal by the payday loan registrar in Ontario to revoke CSF's payday lending licenses and CSF's announcement that it has discontinued its payday loan product in the region," said Standard & Poor's credit analyst Igor Koyfman. The company's businesses in Ontario, which account for approximately one-third of its store count, will begin offering a new line of credit product to its customers. S&P believes this is to offset the loss of its payday lending product; however, this is a relatively new product, and S&P believes that it will be challenging for the company to replace its lost earnings from the payday loan product. S&P also believes that the registrar's proposal could lead to similar actions in other territories. As reported by the TCR on May 22, 2013, Moody's Investors Service downgraded the Corporate Family Rating and senior unsecured debt rating of Cash Store Financial Services to Caa1 from B3 and assigned a negative outlook. According to Moody's, CSFS remains unprofitable on both the pretax and net income lines and prospects for return to profitability are unclear. CENGAGE LEARNING: Lenders Signal Challenge to Restructuring Deal ---------------------------------------------------------------- Stephanie Gleason writing for Dow Jones' DBR Small Cap reports that textbook publisher Cengage Learning Inc. made its debut appearance in bankruptcy court Wednesday, facing down a group of junior lenders who have indicated that they may challenge the restructuring deal the company reached with its top-ranking lenders. About Cengage Learning Stamford, Connecticut-based Cengage Learning -- http://www.cengage.com/-- provides innovative teaching, learning and research solutions for the academic, professional and library markets worldwide. The company's products and services are designed to foster academic excellence and professional development, increase student engagement, improve learning outcomes and deliver authoritative information to people whenever and wherever they need it. Cengage Learning's brands include Brooks/Cole, Course Technology, Delmar, Gale, Heinle, South Western and Wadsworth, among others. CENGAGE LEARNING: Moody's Changes CFR to 'Ca' After Ch. 11 Filing ----------------------------------------------------------------- Moody's Investors Service changed Cengage Learning Acquisitions, Inc.'s Probability of Default Rating to D-PD from Caa3-PD and the Corporate Family Rating to Ca from Caa3 following the company's announcement that it filed a voluntary petition for reorganization under Chapter 11 of the U.S. Bankruptcy Code on July 2, 2013. Moody's plans to withdraw all ratings for the company over the near-term consistent with its business practice for companies operating under the purview of the bankruptcy courts wherein information flow typically becomes much more limited. Downgrades: Issuer: Cengage Learning Acquisitions, Inc. Corporate Family Rating: Downgraded to Ca from Caa3 Probability of Default Rating: Downgraded to D-PD from Caa3-PD Senior Secured Bank Credit Facility: Downgraded to Caa3, LGD3 -- 39% from Caa2, LGD3 - 39% Senior Secured Regular Bond/Debenture (1st lien notes due Apr 15, 2020): Downgraded to Caa3, LGD3 -- 39% from Caa2, LGD3 - 39% Senior Secured Regular Bond/Debenture (2nd lien notes due June 30, 2019): Downgraded to C, LGD5 -- 88% from Ca, LGD5 - 87% Senior Unsecured Regular Bond/Debenture Jan 15, 2015: Downgraded to C, LGD6 -- 94% from Ca, LGD6 - 93% Senior Subordinated Regular Bond/Debenture July 15, 2015: Downgraded to C, LGD6 -- 96% from Ca, LGD6 -- 96% Affirmations: Issuer: Cengage Learning Acquisitions, Inc. Speculative Grade Liquidity Rating: Affirmed SGL-4 Ratings Rationale: The downgrade of the PDR to D-PD reflects the company's bankruptcy filing, which Moody's classifies as a "default" event, consistent with the "D-PD" Probability of Default rating. The Ca Corporate Family Rating (CFR) and the Caa3 ratings for the senior secured credit facilities were based on the application of Moody's Loss Given Default framework and Moody's estimates for expected recovery rates. The principal methodology used in this rating was Global Publishing Industry methodology published in December 2011. Other methodologies used include Loss Given Default for Speculative- Grade Non-Financial Companies in the U.S., Canada and EMEA published in June 2009. Cengage, headquartered in Stamford, CT, is a provider of learning solutions to colleges, universities, professors, students, libraries, reference centers, government agencies, corporations and professionals. Cengage publishes college textbooks and reference materials, and supplements its print publications with digital solutions. The company was acquired by funds managed by Apax Partners and OMERS Capital Partners in a $7.3 billion leveraged buy-out from Thomson Reuters Corporation in July 2007. Revenue for the 12 months ended March 2013 was approximately $1.8 billion. CENGAGE LEARNING: S&P Lowers Corporate Credit Rating to 'D' ----------------------------------------------------------- Standard & Poor's Ratings Services lowered its corporate credit rating on Stamford, Conn.-based higher education publisher Cengage Learning Holdings II L.P. to 'D' from 'CCC-'. In addition, S&P lowered the rating on the senior secured term loan to 'D' from 'CCC'. S&P also lowered the ratings on the senior secured notes, senior unsecured debt, and subordinated debt to 'D' from 'C'. S&P's recovery ratings on the company's debt issues remain unchanged. "The downgrade follows Cengage's announcement of a Chapter 11 bankruptcy filing," said Standard & Poor's credit analyst Hal Diamond. The company has entered into a restructuring support agreement with an ad hoc committee of lenders to support a transaction that would eliminate more than $4 billion, or two- thirds of its debt. This would result in pro forma lease-adjusted debt to EBITDA (after amortization of prepublication costs) of less than 4x from slightly less than 12x in the 12 months ended March 31, 2013," S&P said. Cengage, the second-largest U.S. college textbook publisher, has been losing market share, and lacks the breadth and financial resources of Pearson PLC, the market leader. Cengage has been adversely affected by the growth of the rental textbook market, which has increased the availability of discounted books. Cengage's sales to for-profit educational institutions are declining, because these buyers are facing enrollment pressures as a result of regulation that significantly tightens their marketing practices. In addition, lower funding from state and local governments is hurting the company's library reference and school publishing businesses. CLEARLAKE PINES: Case Summary & 6 Unsecured Creditors ----------------------------------------------------- Debtor: Clearlake Pines Holdings, LLC 503 E. Jackson Street, #207 Tampa, FL 33602 Bankruptcy Case No.: 13-08021 Chapter 11 Petition Date: June 28, 2013 Court: United States Bankruptcy Court Middle District of Florida (Orlando) Judge: Karen S. Jennemann Debtor's Counsel: James H. Monroe, Esq. JAMES H. MONROE, P.A. P.O. Box 540163 Orlando, FL 32854 Tel: (407) 872-7447 Fax: (407) 246-0008 E-mail: jhm@jamesmonroepa.com Scheduled Assets: $1,800,300 Scheduled Liabilities: $4,397,650 A copy of the Company's list of its six unsecured creditors, filed together with the petition, is available for free at http://bankrupt.com/misc/flmb13-8021.pdf The petition was signed by John Burgess, managing member. COMMUNITYONE BANCORP: Carlyle Held 22.7% Equity Stake at June 28 ---------------------------------------------------------------- In an amended Schedule 13D filing with the U.S. Securities and Exchange Commission, Carlyle Group Management L.L.C. and its affiliates disclosed that, as of June 28, 2013, they beneficially owned 4,930,313 shares of common stock of CommunityOne Bancorp representing 22.7 percent of the shares outstanding. A copy of the regulatory filing is available for free at http://is.gd/4QDwhA About CommunityOne CommunityOne Bancorp (formerly FNB United) is the North Carolina- based bank holding company for CommunityOne Bank, N.A. (community1.com), which offers a full range of consumer, mortgage and business banking services, including loan, deposit, cash management, wealth and online banking services through 55 branches in 44 communities throughout the central, southern and western regions of the state. FNB United incurred a net loss of $40 million in 2012, a net loss of $137.31 in 2011, and a net loss of $131.82 million in 2010. The Company's balance sheet at March 31, 2013, showed $2.09 billion in total assets, $2 billion in total liabilities and $89.37 million in total shareholders' equity. COMMONWEALTH BIOTECHNOLOGIES: Andrew Chien Suit Dismissed --------------------------------------------------------- Bankruptcy Judge Kevin R. Huennekens dismissed ANDREW CHIEN, Plaintiff, v. COMMONWEALTH BIOTECHNOLOGIES, INC., RICHARD J. FREER, Defendants, Adv. Proc. No. 13-03088-KRH (Bankr. E.D. Va.), in a July 1, 2013 Memorandum Opinion available at http://is.gd/qNFGJ6from Leagle.com. During Commonwealth Biotechnologies' bankruptcy, Fornova Pharmworld, Inc., timely filed a proof of claim, Claim Number 18-1 in the amount of $622,167. That claim was disallowed and expunged by the Court's Order entered October 5, 2012. Mr. Chien filed the adversary proceeding in April 2013 seeking to recover monetary and injunctive relief against the Debtor and against the Debtor's president, Richard J. Freer. The suit is related to the Debtor's bankruptcy case on account of the expunged Fornova Claim. Dr. Freer filed the Motion to (A) Strike Complaint and/or (B) Dismiss Complaint filed by defendant CBI and on the Motion to Strike and/or Dismiss. A hearing on the Motions was held June 19, 2013. Due to accommodations made by the state court, Mr. Chien (who is presently incarcerated in the County of Chesterfield, Virginia) was permitted to attend and actively participate in the June 19 hearing on the Motions. About Commonwealth Biotechnologies Based in Midlothian, Virginia, Commonwealth Biotechnologies, Inc., was a specialized life sciences outsourcing business that offered cutting-edge expertise and a complete array of Peptide-based discovery chemistry and biology products and services through its wholly owned subsidiary Mimotopes Pty Limited. Commonwealth Biotechnologies Inc. filed for Chapter 11 bankruptcy protection (Bankr. E.D. Va. Case No. 11-30381) on Jan. 20, 2011. Judge Kevin R. Huennekens presides over the case. Paula S. Beran, Esq., at Tavenner & Beran, PLC, represents the Debtor. The Debtor estimated both assets and debts of between $1 million and $10 million. On March 29, 2013, the Bankruptcy Court entered an order confirming the company's Plan of Reorganization. On April 17, the Company disclosed that its Plan has become effective April 15. Pursuant to the plan, CBI is in the process of finalizing definitive documentation with HedgePath, LLC, a drug development company focused on cancer therapies, pursuant to which HedgePath will contribute the intellectual property assets relating to its business to CBI in exchange for a new class of preferred stock representing 90% of the outstanding voting stock of CBI on a fully-diluted basis. When the transaction is consummated, CBI's current shareholders will retain a 10% equity interest in the new entity and will retain one seat on the Board of Directors of CBI, which is expected to be renamed HedgePath Pharmaceuticals, Inc. On April 7, 2011, the Bankruptcy Court approved the private sale of Mimotopes for a gross sales price of $850,000. The sale closed on April 29, 2011. Mimotopes was deconsolidated during the second quarter of 2011. During the bankruptcy, CBI also sold its real property holdings in Chesterfield County, Virginia. The Company's balance sheet at June 30, 2012, showed $1.20 million in total assets, $1.79 million in total liabilities, and a $598,484 total stockholders' deficit. CONTINENTAL COIN: Virtue Loses Bid to Strike Trustee's Complaint ---------------------------------------------------------------- Over the course of Nancy Hoffmeier Zamora's work as Chapter 11 trustee for Continental Coin Corp., Daniel McCarthy and the firm by which he is employed, Hill, Farrer & Burrill, LLP, filed numerous objections on behalf of creditor Rodger Virtue, including an objection to the Trustee's proposed liquidation plan for Continental Coin. The Court confirmed the Trustee's liquidation plan over Mr. Virtue's objection on Aug. 2, 2007. On Dec. 12, 2007, the Court entered an order allowing Mr. Virtue to file a complaint against the Trustee. The order contained a provision that prohibited Mr. Virtue from including any claims against the Trustee's attorney. On Dec. 28, 2007, Mr. Virtue filed a complaint alleging negligence, gross negligence and breach of duty against the Trustee, also naming Zamora & Hoffmeier, the Chapter 11 Trustee's general counsel, as defendant with an allegation for legal malpractice. The Trustee and Z&H opposed the Adversary Complaint as a violation of the Court's Order. The Bankruptcy Court agreed and Mr. Virtue appealed to the District Court, which affirmed that Mr. Virtue could not sue Z&H. The District Court's Opinion became final on March 21, 2011, after which both parties appealed the District Court Opinion to the United States Court of Appeals for the Ninth Circuit, and the Ninth Circuit dismissed both for lack of appellate jurisdiction. On June 11, 2011, Mr. Virtue filed a First Amended Complaint removing Z&H as a defendant. On March 20, 2013, Z&H filed a complaint against Messrs. Virtue and McCarthy and HFB for malicious prosecution and abuse of process. Mr. Virtue now moves to strike Z&H's March 2013 Complaint for malicious prosecution and abuse of process pursuant to California Code of Civil Procedure Sec. 425.16, commonly known as California's "anti-SLAPP statute." Mr. Virtue argues that Z&H's claims arise from Mr. Virtue's original Adversary Proceeding thus satisfying the first prong of the anti-SLAPP statute. Next, Mr. Virtue argues that Z&H fails to meets its burden under the statute because Z&H fails to show a probability of success on the merits of the claims. Because Z&H fails to meet its burden, the claims should be dismissed as SLAPPs pursuant to the anti-SLAPP statute. Z&H opposes Mr. Virtue's motion on the grounds that the anti-SLAPP statute is inapplicable. Z&H argues that because Mr. Virtue's Adversary Proceeding is not related to a public issue, it is not protected activity under the statute. Thus, the first prong of the anti-SLAPP statute is not met. Next, Z&H claims that it meets the second-prong burden of the anti-SLAPP statute because its complaint is sufficiently pled under the federal rules of pleading. Thus, Z&H argues, the Court should deny Mr. Virtue's motion to strike and either compel Mr. Virtue to answer the Z&H complaint and allow Z&H to proceed with discovery related to the Z&H complaint, or continue to the hearing on the motion so that Z&H can conduct discovery and amend its complaint if necessary. In a July 1, 2013 Memorandum of Opinion available at http://is.gd/YHpqIMfrom Leagle.com, Bankruptcy Judge Geraldine Mund denied Mr. Virtue's Special Motion to Strike. "Both parties meet their respective burdens of proof. The Court has considered Virtue's evidentiary objections and ruled on them in order to make this determination. Virtue successfully shows that the original Adversary Proceeding is protected speech under the statute and Z&H establishes a probability of prevailing on the merits of its claims. Because Z&H successfully meets its burden of proof, the anti-SLAPP statute does not apply. The claims should be heard on their merits," Judge Mund said. The request for attorneys' fees is denied. The case is Zamora & Hoffmeier, Plaintiff(s), v. Hill, Farrer & Burrill LLP, Daniel J. McCarthy, Rodger Virtue Defendant(s), Adv. Proc. No. 1:13-ap-01061-GM (Bankr. C.D. Cal.). Continental Coin Corporation filed a voluntary Chapter 11 petition (Bankr. C.D. Calif. Case No. 00-15821) on July 19, 2000. The Debtor owned and operated a retail store that sold precious gems, jewelry, numismatic coins, gold bullion, precious metals and collectibles, and exchanged foreign currency. It also owned a mint facility that made decorative and commemorative coins, refined precious metals, and subleased office and retail space to 18 subtenants. The Debtor owned the leases for the Retail Store, Mint, and office space. On Sept. 4, 2001, Nancy Hoffmeier Zamora was appointed as the Chapter 11 trustee. On Nov. 2, 2001, the Court approved the Trustee's employment of Zamora & Hoffmeier as general counsel. The Court confirmed the Trustee's liquidation plan on Aug. 2, 2007. COOPER-BOOTH WHOLESALE: Committee Taps Klehr Harrison as Counsel ---------------------------------------------------------------- The Official Committee of Unsecured Creditors of Cooper-Booth Wholesale Company, L.P. asks the U.S. Bankruptcy Court for permission to retain Klehr Harrison Harvey Branzburg LLP as counsel nunc pro tunc to June 4, 2013. The Committee says the firm's services are necessary to enable the Committee to assess and monitor efforts of the Debtors and their professional advisors to maximize the value of the Debtors' estates. Klehr Harrison has agreed with the Committee to bill at its normal hourly rates: Partners $360 to $710 Of Counsel $325 to $455 Associates $230 to $425 Paralegals $150 to $300 The principal attorneys at Klehr Harrison designated to represent the Committee will bill at these rates: Morton R. Branzburg (partner 37 years experience) $650 Richard M. Beck (partner 23 years experience) $550 Margaret M. Manning (associate 12 years experience) $375 Morton R. Branzburg, Esq., a partner at the firm, attests that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. About Cooper-Booth Wholesale Cooper-Booth Wholesale Company, L.P. and two affiliates sought Chapter 11 protection (Bankr. E.D. Pa. Lead Case No. 13-14519) in Philadelphia on May 21, 2013, after the U.S. government seized the Company's bank accounts to recover payments made by a large customer caught smuggling Virginia-stamped cigarettes into New York. Serving the mid-Atlantic region, Cooper is one of the top 20 convenience store wholesalers in the country. Cooper supplies cigarettes, snacks, beverages and other food items from Hershey's, Lellogg's, Bic, and Mars to convenience stores. Cooper has been in the wholesale distribution business since 1865 when the Booth Tobacco Company was incorporated in Lancaster, Pennsylvania. The Company has been family owned and operated for three generations. Aris J. Karalis, Esq., and Robert W. Seitzer, Esq., at Maschmeyer Karalis, P.C., in Philadelphia, serve as the Debtors' bankruptcy counsel. Executive Sounding Board Associates, Inc., is the financial advisor. Blank Rome LLP represents the Debtor in negotiations with federal agencies concerning the seizure warrant. Cooper Booth estimated assets of at least $50 million and liabilities of at least $10 million as of the bankruptcy filing. As of the Petition Date, the Debtors' total consolidated funded senior debt obligations were approximately $10.7 million and consisted of, among other things, $7.72 million owing on a revolving line of credit facility, $2.83 million owing on a line of credit for the purchase of equipment, and $166,000 due on a corporate VISA Card. PNC Bank asserts that a letter of credit facility is secured by all personal property owned by Wholesale. Unsecured trade payables totaled $22.8 million as of May 21, 2013. CORNHUSKER RBM: Updated Case Summary & Creditors' Lists ------------------------------------------------------- Lead Debtor: Cornhusker RBM, LLC 19065 Hickory Creek Dr., Suite 240 Mokena, IL 60448 Bankruptcy Case No.: 13-26443 Chapter 11 Petition Date: June 28, 2013 Court: United States Bankruptcy Court Northern District of Illinois (Chicago) Judge: Jack B. Schmetterer Debtors' Counsel: Paul M. Bauch, Esq. Kenneth A. Michaels, Jr., Esq. Carolina Y. Sales, Esq. BAUCH & MICHAELS LLC 53 West Jackson Boulevard Ste 1115 Chicago, IL 60604 Tel: (312) 588-5000 Fax: (312) 427-5709 E-mail: pbauch@bauch-michaels.com kmichaels@bauch-michaels.com csales@bauch-michaels.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 Affiliates that simultaneously filed separate Chapter 11 petitions: Debtor Case No. ------ -------- DiaTri, LLC 13-26447 Assets: $1,000,001 to $10,000,000 Debts: $10,000,001 to $50,000,000 Midwest Diagnostic Management, LLC 13-26450 Assets: $1,000,001 to $10,000,000 Debts: $10,000,001 to $50,000,000 Advanced Ancillary Services, LLC 13-26453 Assets: $1,000,001 to $10,000,000 Debts: $10,000,001 to $50,000,000 Diagnostic P.E.T. Network, LLC 13-26457 Assets: $1,000,001 to $10,000,000 Debts: $10,000,001 to $50,000,000 The petitions were signed by Scott Fuqua, president. A. A copy of Cornhusker RBM's list of its 20 largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/ilnb13-26443.pdf B. A copy of DiaTri's list of its 20 largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/ilnb13-26447.pdf C. A copy of Midwest Diagnostic's list of its 20 largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/ilnb13-26450.pdf D. A copy of Advanced Ancillary Services' list of its 20 largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/ilnb13-26453.pdf E. A copy of Diagnostic P.E.T. Network's list of its 20 largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/ilnb13-26457.pdf D&L ENERGY: Committee Can Hire BBP Partners as Advisors ------------------------------------------------------- The Official Committee of Unsecured Creditors in the Chapter 11 cases of D&L Energy, Inc., et al., sought and obtained approval from the Bankruptcy Court to retain BBP Partners LLC as its financial advisors. BBP Partners will, among other things: a) review and analyze the Debtors' historical financial results and future projections, and assisting the Committee in assessing the Debtors' current financial condition; b) advise the Committee regarding strategic options available for the Debtors' business operations and assets; and c) advise the Committee regarding strategic options available for the Debtors' business operations and assets. Dave Wehrle will be the primary person working on matters and his hourly rate is $300. To the best of the Committee's knowledge, BBP is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. About D&L Energy D & L Energy has been involved in a number of joint ventures and limited partnerships that drill, own, and operate conventional oil and gas wells throughout Northeast Ohio and Northwest Pennsylvania. D&L has also been involved in the drilling, construction, operation and ownership of saltwater injection wells in the State of Ohio. D&L has also been involved in marketing and selling the "deep rights" to its oil and gas leases. In early 2013, the then-principal of D&L, Ben Lupo, was accused of violating the U.S. Clean Water Act by allegedly instructing agents/employees of a separate entity to dump waste water in an improper manner. As a result of Mr. Lupo's alleged actions, the Debtors were forced to incur substantial clean up costs. D & L Energy, based in Youngstown, Ohio, and affiliate Petroflow, Inc., filed for Chapter 11 bankruptcy (Bankr. N.D. Ohio Lead Case No. 13-40813) on April 16, 2013. Judge Kay Woods oversees the case. Kathryn A. Belfance, Esq., at Roderick Linton Belfance, LLP, serves as the Debtors' counsel, and Walter Haverfield, LLP, is the environmental counsel. The Debtor disclosed $41,015,677 in assets and $6,185,158 in liabilities as of the Chapter 11 filing. Daniel M. McDermott, U.S. Trustee for Region 9, appointed seven creditors to serve in the Official Committee of Unsecured Creditors. The Committee tapped Squire Sanders (US) LLP as its legal counsel, and BBP Partners LLC as it financial advisors. D&L ENERGY: Committee Wins OK for Squire Sanders as Counsel ----------------------------------------------------------- The Official Committee of Unsecured Creditors in the Chapter 11 cases of D & L Energy, Inc., et al., sought and obtained approval from the Bankruptcy Court for to retain Squire Sanders (US) LLP as its legal counsel. The hourly rates of Squire Sanders' personnel are: Sherri L. Dahl $555 Peter R. Morrison $305 The hourly rate for associates, partners and non-attorney personnel is $200 for new associates, and $1,095 or higher for the firm's most senior partners. The hourly rate for new project assistants $75 and $400 for experienced senior paralegals, with most non-attorney billing rates falling within the range of $90 to $265 per hour. To the best of the Committee's knowledge, Squire Sanders is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. About D&L Energy D & L Energy has been involved in a number of joint ventures and limited partnerships that drill, own, and operate conventional oil and gas wells throughout Northeast Ohio and Northwest Pennsylvania. D&L has also been involved in the drilling, construction, operation and ownership of saltwater injection wells in the State of Ohio. D&L has also been involved in marketing and selling the "deep rights" to its oil and gas leases. In early 2013, the then-principal of D&L, Ben Lupo, was accused of violating the U.S. Clean Water Act by allegedly instructing agents/employees of a separate entity to dump waste water in an improper manner. As a result of Mr. Lupo's alleged actions, the Debtors were forced to incur substantial clean up costs. D & L Energy, based in Youngstown, Ohio, and affiliate Petroflow, Inc., filed for Chapter 11 bankruptcy (Bankr. N.D. Ohio Lead Case No. 13-40813) on April 16, 2013. Judge Kay Woods oversees the case. Kathryn A. Belfance, Esq., at Roderick Linton Belfance, LLP, serves as the Debtors' counsel, and Walter Haverfield, LLP, is the environmental counsel. The Debtor disclosed $41,015,677 in assets and $6,185,158 in liabilities as of the Chapter 11 filing. Daniel M. McDermott, U.S. Trustee for Region 9, appointed seven creditors to serve in the Official Committee of Unsecured Creditors. The Committee tapped Squire Sanders (US) LLP as its legal counsel. DECISION INSIGHT: S&P Revises Outlook to Pos. & Affirms 'B-' CCR ---------------------------------------------------------------- Standard & Poor's Ratings Services said it revised its outlook on property information and analytics provider Decision Insight Information Group (U.S.) I Inc. (DIIG) to positive from stable. At the same time, Standard & Poor's affirmed its 'B-' long-term corporate credit rating on the company. "The outlook revision follows DIIG's announcement that it plans to sell certain assets to CoreLogic Inc., and use sale proceeds to repay and terminate all reported debt outstanding," said Standard & Poor's credit analyst David Fisher. DIIG, including its related entities, has entered into an agreement to sell certain assets to CoreLogic for gross proceeds of US$661 million. Pursuant to the agreement, the company will sell its Marshall & Swift/Boeckh subsidiary, which comprises its core U.S. property insurance segment, as well as DataQuick Information Systems and the credit and flood services operations of DataQuick Lender Solutions--operations belonging to the North American Financial Services segment. "The outlook revision to positive reflects our expectation that DIIG's repayment of all its reported debt outstanding will materially improve its credit metrics," Mr. Fisher added. S&P could upgrade DIIG if the transaction closes as planned and the company articulates a strategy for the remaining assets aimed at building a cohesive and sustainable business, combined with financial policies and capitalization consistent with a higher rating. Alternatively, S&P could revise the outlook to stable if the transaction fails to close. DETROIT: S&P Cuts Rating on 2nd Lien Sewage Rev. Bonds to 'BB-' --------------------------------------------------------------- Standard & Poor's Ratings Services has lowered its ratings on Detroit's senior-lien and second-lien sewage revenue bonds to 'BB-' and placed the ratings on CreditWatch with developing implications. "The downgrade is due to the uncertainty surrounding a proposal by the city's emergency manager that the city's sewer revenue debt could be restructured, and that the repayment terms could be different than the existing repayment terms, including amounts of principal and interest due and the amortization schedule," said Standard & Poor's credit analyst Scott Garrigan. "In seeking clarification from city officials on the likelihood of a debt restructuring, it is our view that a restructuring or negotiated agreement for payment of the city's sewage revenue debt cannot be ruled out. We do note, however, that in our opinion it is not clear whether the emergency manager would be able to act in lieu of the Board of Water Commissioners with regard to a debt restructuring. Nevertheless, we believe that the existence of this possibility is not consistent with an investment-grade rating," added Mr. Garrigan. If S&P receives additional information that a debt restructuring or negotiated exchange would be a likely course, the rating would likely drop to no higher than 'CCC' and could be lower depending on our view of the specific default scenarios that are envisioned during the next 12 months. If a debt restructuring or a negotiated exchange was announced, S&P would likely drop the rating to 'CC'. S&P rates an issuer or issue 'CC' when it expects default to be a virtual certainty, regardless of the time to default, which would include a case when an entity has announced its intention to undertake an exchange offer or similar restructuring that we classify as distressed but has not yet completed the transaction. S&P expects to resolve the CreditWatch status when it receives clarification on whether a debt restructuring or a negotiated exchange will take place, which S&P views as tantamount to a default. However, S&P could keep the ratings on CreditWatch if a departmental reorganization is proposed, with no debt restructuring or negotiated exchange, until S&P is able to receive information that it believes is sufficient to determine the impact a reorganization would have on credit quality. If the city's emergency manager recommends to the governor that he allow the city to proceed under Chapter 9 of the U.S. Bankruptcy Code prior to any announcement of a sewer debt restructuring or DWSD organizational restructuring, S&P would likely place the rating on CreditWatch with negative implications until it is able to determine the extent, if any, a Chapter 9 filing would have on the sewer system bond credit rating. DETROIT: S&P Cuts Rating on 2nd Lien Water Rev. Bonds to 'BB-' -------------------------------------------------------------- Standard & Poor's Ratings Services has lowered its ratings on Detroit's senior-lien and second-lien water revenue bonds to 'BB-' and placed the ratings on CreditWatch with developing implications. "The downgrade is due to the uncertainty surrounding a proposal by the city's emergency manager that the city's sewer revenue debt could be restructured, and that the repayment terms could be different than the existing repayment terms, including amounts of principal and interest due and the amortization schedule," said Standard & Poor's credit analyst Scott Garrigan. "In seeking clarification from city officials on the likelihood of a debt restructuring, it is S&P's view that a restructuring or negotiated agreement for payment of the city's water revenue debt cannot be ruled out. S&P do note, however, that in its opinion it is not clear whether the emergency manager would be able to act in lieu of the Board of Water Commissioners with regard to a debt restructuring. Nevertheless, S&P believes that the existence of this possibility is not consistent with an investment-grade rating," added Mr. Garrigan. If S&P receives additional information that a debt restructuring or negotiated exchange would be a likely course, the rating would likely drop to no higher than 'CCC' and could be lower depending on S&P's view of the specific default scenarios that are envisioned during the next 12 months. If a debt restructuring or a negotiated exchange was announced, S&P would likely drop the rating to 'CC'. S&P rates an issuer or issue 'CC' when it expects default to be a virtual certainty, regardless of the time to default, which would include a case when an entity has announced its intention to undertake an exchange offer or similar restructuring that we classify as distressed but has not yet completed the transaction. S&P expects to resolve the CreditWatch status when it receives clarification on whether a debt restructuring or a negotiated exchange will take place, which S&P views as tantamount to a default. However, S&P could keep the ratings on CreditWatch if a departmental reorganization is proposed, with no debt restructuring or negotiated exchange, until it is able to receive information that S&P believes is sufficient to determine the impact a reorganization would have on credit quality. If the city's emergency manager recommends to the governor that he allow the city to proceed under Chapter 9 of the U.S. Bankruptcy Code prior to any announcement of a sewer debt restructuring or DWSD organizational restructuring, S&P would likely place the rating on CreditWatch with negative implications until it is able to determine the extent, if any, a Chapter 9 filing would have on the sewer system bond credit rating. DEWEY & LEBOEUF: Entegra Suit Over Unused Retainer Goes to Trial ---------------------------------------------------------------- Bankruptcy Judge Martin Glenn denied cross-motions for judgment on the pleadings in the adversary proceeding, ENTEGRA POWER GROUP LLC, Plaintiff, v. DEWEY & LEBOEUF LLP, Defendant, Adv. Proc. No. 12-1889 (Bankr. S.D.N.Y.). On Sept. 27, 2012, Entegra Power Group LLC commenced the Adversary Proceeding against Dewey & LeBoeuf LLP, its former law firm, to recover a $300,000 retainer that it alleges it provided to Dewey in 2004. Entegra alleges that the unused and unearned Retainer belongs to Entegra and is not property of Dewey's bankruptcy estate. Dewey argues that because the Retainer fee was lawfully comingled in Dewey's general bank account, Entegra has failed to rebut the presumption that the funds are property of the estate. According to Dewey, despite the firm never earning or applying the Retainer, Entegra merely holds a general unsecured claim against the estate in the amount of $300,000. On April 2, 2004, Union Power Partners, L.P., Panda Gila River, L.P., Trans-Union Interstate Pipeline, L.P. and UPP Finance Company, LLC -- alleged to be predecessors to Entegra -- entered into an engagement letter with Dewey Ballantine LLP -- predecessor by merger to Dewey -- after which Dewey Ballantine began performing legal services for the Entegra Predecessors. On January 26, 2005, the Entegra Predecessors each filed a voluntary petition for relief under Chapter 11 in the Bankruptcy Court for the District of Arizona and the cases were jointly administered. While in bankruptcy, the Entegra Predecessors hired Dewey Ballantine as special corporate counsel. The $300,000 Retainer provided pursuant to the Engagement Letter was never drawn upon for services performed by Dewey Ballantine. On June 1, 2005, the Entegra Predecessors emerged from bankruptcy, pursuant to a confirmed chapter 11 plan of reorganization, allegedly as Entegra Power Group, LLC. Post-reorganization, the Complaint alleges that Dewey Ballantine continued to represent Entegra, even after the October 2007 merger of Dewey Ballantine and LeBoeuf, Lamb, Green & MacRae LLP. According to Judge Glenn, "because Entegra did not file a proof of claim, it will be unable to receive a distribution from estate assets under the confirmed liquidation plan. If the Retainer was a security retainer, and Entegra can satisfy tracing and other constructive trust requirements, Entegra may succeed in recovering some or all of the unearned Retainer since assets in a constructive trust are not property of the estate. If the Retainer was an advance payment retainer, the Court concludes that no constructive trust may be imposed and Entegra may not recover from the estate. Further proceedings in this case are required before these issues can be resolved." "But this may not provide the final word on a possible recovery by Entegra in this adversary proceeding. Dewey maintained several fiduciary insurance policies. Under section 1141(d)(3)(A) of the Bankruptcy Code, Dewey's obligation to Entegra is not discharged. . . . In light of Dewey's breach of fiduciary duty by failing to return the unearned Retainer, it may well be that Entegra may obtain a recovery from Dewey's fiduciary insurance policies. That is not an issue presently before the Court and the parties did not address the matter in their briefs." "Because there are disputed issues of material fact, Entegra's Motion and Dewey's Cross-Motion are denied. A separate order will be entered requiring the parties to appear at a case management and scheduling conference." A copy of Judge Glenn's July 2, 2013 Memorandum Opinion and Order is available at http://is.gd/Z5Gearfrom Leagle.com. Stephen D. Lerner, Esq., Robert A. Wolf, Esq., Brian M. McQuaid, Esq., at Squire Sanders (US) LLP, argue for Entegra Power Group LLC. About Dewey & LeBoeuf Dewey & LeBoeuf LLP sought Chapter 11 bankruptcy (Bankr. S.D.N.Y. Case No. 12-12321) to complete the wind-down of its operations. The firm had struggled with high debt and partner defections. Dewey disclosed debt of $245 million and assets of $193 million in its chapter 11 filing late evening on May 29, 2012. Dewey & LeBoeuf LLP operated as a prestigious, New York City- based, law firm that traced its roots to the 2007 merger of Dewey Ballantine LLP -- originally founded in 1909 as Root, Clark & Bird -- and LeBoeuf, Lamb, Green & MacCrae LLP -- originally founded in 1929. In recent years, more than 1,400 lawyers worked at the firm in numerous domestic and foreign offices. At its peak, Dewey employed about 2,000 people with 1,300 lawyers in 25 offices across the globe. When it filed for bankruptcy, only 150 employees were left to complete the wind-down of the business. Dewey's offices in Hong Kong and Beijing are being wound down. The partners of the separate partnership in England are in process of winding down the business in London and Paris, and administration proceedings in England were commenced May 28. All lawyers in the Madrid and Brussels offices have departed. Nearly all of the lawyers and staff of the Frankfurt office have departed, and the remaining personnel are preparing for the closure. The firm's office in Sao Paulo, Brazil, is being prepared for closure and the liquidation of the firm's local affiliate. The partners of the firm in the Johannesburg office, South Africa, are planning to wind down the practice. The firm's ownership interest in its practice in Warsaw, Poland, was sold to the firm of Greenberg Traurig PA on May 11 for $6 million. The Pension Benefit Guaranty Corp. took $2 million of the proceeds as part of a settlement. Judge Martin Glenn oversees the case. Albert Togut, Esq., at Togut, Segal & Segal LLP, represents the Debtor. Epiq Bankruptcy Solutions LLC serves as claims and notice agent. The petition was signed by Jonathan A. Mitchell, chief restructuring officer. JPMorgan Chase Bank, N.A., as Revolver Agent on behalf of the lenders under the Revolver Agreement, hired Kramer Levin Naftalis & Frankel LLP. JPMorgan, as Collateral Agent for the Revolver Lenders and the Noteholders, hired FTI Consulting and Gulf Atlantic Capital, as financial advisors. The Noteholders hired Bingham McCutchen LLP as counsel. The U.S. Trustee formed two committees -- one to represent unsecured creditors and the second to represent former Dewey partners. The creditors committee hired Brown Rudnick LLP led by Edward S. Weisfelner, Esq., as counsel. The Former Partners hired Tracy L. Klestadt, Esq., and Sean C. Southard, Esq., at Klestadt & Winters, LLP, as counsel. Dewey filed a Chapter 11 Plan of Liquidation and an accompanying Disclosure Statement on Nov. 21, 2012. It filed amended plan documents on Dec. 31, in an attempt to address objections lodged by various parties. A second iteration was filed Jan. 7, 2013. The plan is based on a proposed settlement between secured lenders and Dewey's official unsecured creditors' committee, as well as a settlement with former partners. On Feb. 27, 2013, the Bankruptcy Court confirmed Dewey & Leboeuf's Second Amended Chapter 11 Plan of Liquidation dated Jan. 7, 2013, As of the Effective Date of the Plan, the Debtor will be dissolved. Alan Jacobs of AMJ Advisors LLC, has been named Dewey's liquidation trustee. Scott E. Ratner, Esq., Frank A. Oswald, Esq., David A. Paul, Esq., Steven S. Flores, Esq., at Togut, Segal & Segal LLP, serve as counsel to the Liquidation Trustee. DIMENSIONS HEALTH: Moody's Affirms 'B3' Rating on $53.5MM Bonds --------------------------------------------------------------- Moody's Investors Service affirms the B3 bond rating assigned to approximately $53.5 million of Series 1994 fixed rate bonds issued by Dimensions Health Corporation (DHC) through the Prince George's County, MD. The rating outlook remains stable. Rating Rationale The B3 rating affirmation and stable rating outlook reflect a history of demonstrated financial support from the State and County that continue to keep DHC in operation. DHC has a fully funded debt service refund and continues to make timely payments. Annual operating subsidies are expected to continue through FY 2015 as the State of Maryland ('State', Aaa negative), Prince George's County ('County', Aaa negative), University of Maryland Medical System (UMMS, A2 negative), University Systems of Maryland (USM, Aa1 stable), and DHC work together toward a goal of revamping and transforming the healthcare delivery system in the County. The proposed plan is to build a new, financially viable regional medical center supported by a network of primary care physicians and ambulatory care centers. The affirmation is further supported by a thin but improved and stable unrestricted cash balance and ongoing initiatives in collaboration with UMMS to enhance and reorganize some of DHC's existing services and facilities. However, these factors only partially offset the continued large operating losses (excluding operating grants), which are budgeted to continue in FY 2014, large outstanding debt, unfunded pension and retiree health benefit liabilities, significant capital needs and reliance on government funding to remain viable. There is continued uncertainty on how DHC's existing bond and pension obligations and the proposed cost of new regional medical center will be fully funded. The state and county have committed two thirds of the funding towards the new hospital. The remaining funding sources would likely include investment by UMMS and from seeking higher reimbursement rates from the Maryland Services Cost Review Commissions (HRCRC) to help support capital costs of the new facility. Strengths - A large, essential safety-net healthcare system located in Prince George's County, Maryland serving a large Medicaid and uninsured population (revenue base of $332 million (excluding operating grants), 16,500 admissions, and 126,000 ER visits). - Fully funded debt service reserve fund on all fixed rate debt outstanding; track-record of making monthly debt service payments and semi-annual bond payments in full and on time and never missing a bond payment - State and County have demonstrated historical support to keep DHC in operation by providing operating grants totaling approximately $224 million over the last twelve years. DHC received combined State and County operating grants of $30 million ($15 million each) since FY 2011, which is the highest combined amounts to date. As per the letter of intent signed on October 20, 2011, the State and County committed to DHC and/or any new owner or owners, additional combined $30 million through FY 2015 subject to State and County appropriations process. The combined $30 million has been approved for FY 2014. The State has also approved $24 million of capital grants of which $14 million will be booked in FY 2014 and remaining $10 million in FY 2015 Challenges - Unrestricted cash balance remain thin relative to outstanding debt and unfunded pension liabilities; as of May 31, 2013, the unrestricted cash balance was $39.1 million relative to comprehensive debt of $173 million outstanding; days cash on hand measured 40 days, cash-to-direct debt was 65.1% and cash- to-comprehensive debt was 22.7% - Continued large operating losses and operating cash flow deficit excluding operating grants. Through eleven months of FY 2013, operating losses grew to $30.1 million (-9.8% margin) and operating cash flow deficit of $18.7 million (-6.1% margin); when including $31.1 million of State, County, and Magruder Memorial Hospital Trust operating grants, the margins were 0.5% and 2.9%, respectively; DHC received the full expected $30 million ($15 million each) from the State and County on a quarterly basis through May 31, 2013 - Very modest capital spending over last the last ten years (less than one times depreciation expense) resulting in a steadily increased and well above median 22 years average age of plant in FY 2013; deferred maintenance remains an ongoing challenge; capital spending increased in FY 2013 for the implementation of an electronic medical record (EMR), projected to be fully funded through cash reserves; the estimated cost to replacement the existing Siemens system and install the Cerner system is projected to cost $35-$40 million over five years; the system went live for all inpatient hospital services on June 9th, 2013 and no major disruptions have been reported so far - Serves a high government (Medicare (29.4%) and Medicaid (28%)) and Self Pay (10.4%) population, which combined represented 68% of gross revenues in FY 2013 Outlook The stable outlook reflects continued demonstrated financial support from the State and County approved for FY 2014 and FY 2015, stable unrestricted cash balance and ongoing efforts to improve operating performance and quality in collaboration with UMMS. DHC has a fully funded debt service refund and continues to make timely payments. What Could Make the Rating Go - Up A rating upgrade is unlikely in the short-term; over the longer- term, a rating upgrade would be considered if DHC secures stable and permanent external funding, demonstrates and sustains substantial operating improvement; rebuilds cash to demonstrate long-term viability. What Could Make the Rating Go - Down Inability to find a solution to financial challenges and failure to secure long-term funding; further erosion of operating performance, decline in cash balance; payment default on bonds and pension plan payments and/or bankruptcy filing Principal Rating Methodology The principal methodology used in this rating was Not-for-Profit Healthcare Rating Methodology published in March 2012. DYNAVOX INC: Voluntarily Deregisters Class A Shares --------------------------------------------------- DynaVox Inc. filed a Form 15 with the U.S. Securities and Exchange Commission to voluntarily terminate the registration of its Class A common stock, par value, $0.01 per share. As of July 1, 2013, there were only 87 holders of Class A shares. As a result of the Form 15 filing, the Company is suspending its obligations to file reports with the SEC. About DynaVox Inc. DynaVox Inc. (OTC: DVOX) is a holding Company with its headquarters in Pittsburgh, Pennsylvania, whose primary operating entities are DynaVox Systems LLC and Mayer-Johnson LLC. DynaVox provides speech generating devices and symbol-adapted special education software to assist individuals in overcoming their speech, language and learning challenges. The Company reported a net loss of $6.7 million on $51.1 million of net sales for the thirty-nine weeks ended March 29, 2013, compared with a net loss of $13.3 million on $73.4 million of net sales for the thirty-nine weeks ended March 30, 2012. The Company's balance sheet at March 29, 2013, showed $52.3 million in total assets, $37.2 million in total liabilities, and stockholders' equity of $15.1 million. The Company said in its quarterly report for the period ended March 29, 2013, "We are in default under our credit agreement and our lenders have the right to accelerate our obligations at any time, which raises substantial doubt about our ability to continue as a going concern." Bankruptcy Warning "In the event of an acceleration of our obligations and our failure to pay the amount that would then become due, the holders of the 2008 Credit Facility could seek to foreclose on our assets, as a result of which we would likely need to seek protection under the provisions of the U.S. Bankruptcy Code. EMPIRE RESORTS: Option to Lease EPT Property Extended to July 30 ---------------------------------------------------------------- The option agreement by and between Monticello Raceway Management, Inc., a wholly-owned subsidiary of Empire Resorts, Inc., and EPT Concord II, LLC, originally entered into on Dec. 21, 2011, was further amended by a letter agreement between the Parties, dated June 27, 2013. Pursuant to the Option Agreement, EPT granted MRMI a sole and exclusive option to lease certain EPT property located in Sullivan County, New York, pursuant to the terms of a lease negotiated between the parties. Pursuant to the Letter Agreement, MRMI and EPT agreed to extend the option exercise period and the final option exercise outside date from June 30, 2013, to July 30, 2013. Except for these amendments, the Option Agreement remains unchanged and in full force and effect. Bryanston Settlement Agreement Effective as of June 30, 2013, the Company, Kien Huat Realty III Ltd., Colin Au Fook Yew and Joseph D'Amato consummated the closing of a Settlement Agreement and Release with Stanley Stephen Tollman and Bryanston Group, Inc. Pursuant to the Settlement Agreement, the Company Parties and the Bryanston Parties agreed to the settlement of certain claims relating to shares of Series E Preferred Stock of the Company held by the Bryanston Parties and that certain Recapitalization Agreement, dated Dec. 10, 2002, by and between, among others, the Bryanston Parties and a predecessor to the Company, pursuant to which the Bryanston Parties acquired the Preferred Stock. On the Closing Date, the Recapitalization Agreement terminated and ceased to have any further force and effect as between the Bryanston Parties and the Company. In consideration for the mutual release of all claims, Empire will redeem, purchase and acquire the Preferred Stock from the Bryanston Parties in accordance with certain timeline and payment schedule and based upon the closing by the Company of third party financing in an aggregate amount sufficient to enable the Company to complete the construction of its planned casino, hotel and racetrack at the EPT Property. A copy of the Form 8-K is available for free at: http://is.gd/FQ8PWO About Empire Resorts Based in Monticello, New York, Empire Resorts, Inc. (NASDAQ: NYNY) -- http://www.empireresorts.com/-- owns and operates Monticello Casino & Raceway, a video gaming machine and harness racing track and casino located in Monticello, New York, 90 miles northwest of New York City. Empire Resorts reported a net loss applicable to common shares of $2.26 million in 2012, as compared with a net loss applicable to common shares of $1.57 million in 2011. The Company's balance sheet at March 31, 2013, showed $52.58 million in total assets, $28.14 million in total liabilities and $24.44 million in total stockholders' equity. EMPIRE TODAY: Poor Performance Prompts Moody's to Cut CFR to Caa1 ----------------------------------------------------------------- Moody's Investors Service downgraded the corporate family rating of Empire Today, LLC to Caa1 from B3 and its probability of default rating to Caa1-PD from B3-PD. Moody's also downgraded the rating of company's $150 million senior secured notes maturing in February 2017 to Caa1 from B3. The outlook is stable. Ratings Rationale: The downgrade reflects Empire's weak operating performance which has been below expectations and has resulted in margin erosion and deterioration in credit metrics. The company's debt/EBITDA deteriorated to 8.2 times for LTM period ending March 31, 2013 from 6.0 times at the end of fiscal 2012 while EBITA/interest deteriorated to below 1.0 time. The downgrade also reflects the deterioration in Empire's liquidity which despite being currently adequate, has only a modest cushion for any shortfall in profitability. Empire's Caa1 corporate family rating reflects Empire's very small scale, and its weak credit metrics. It also reflects the discretionary nature of the company's products, as well as its very high susceptibility to consumer confidence and macroeconomic factors. Ratings also reflect risks related to the very high turnover rate of Empire's independent sales force and its liquidity profile which does not leave much leeway for any operational missteps. Ratings are supported by the good position Empire has established in the highly-fragmented floor covering market, and in the shop-at-home segment of that market in particular. The following ratings are downgraded and point estimates updated: - Corporate Family Rating at Caa1 from B3 - Probability of Default Rating at Caa1-PD from B3-PD - $150 million senior secured notes rating at Caa1 (LGD4, 51%) from B3 (LGD3, 49%) The stable outlook incorporates Moody's expectation of modest improvement in profitability and credit metrics in the near to medium term. The outlook also reflects Moody's view that the company will maintain adequate liquidity and will not make debt funded distributions. Although unlikely in the near term, a ratings upgrade could be triggered by sustained improvement in earnings while maintaining adequate liquidity and conservative financial policies. Specifically, an upgrade would require debt/EBITDA to be sustained below 6.0 times and EBITA/interest sustained above 1.25 times. The ratings could be downgraded if sales growth and operating margins do not demonstrate meaningful improvement, financial policies become more aggressive, or liquidity deteriorates. Specifically, the ratings could be downgraded if debt/EBITDA and EBITA/interest do not demonstrate a sustained improvement from current levels. The principal methodology used in this rating was the Global Retail Industry Methodology published in June 2011. Other methodologies used include Loss Given Default for Speculative- Grade Non-Financial Companies in the U.S., Canada and EMEA published in June 2009. Empire Today, LLC, headquartered in Northlake, IL, is a specialty retailer of carpet, hard floor, and window treatments. The company offers shop-at-home sales in forty of the largest metropolitan markets in the U.S. Revenues were about $646 million for the last twelve months ending March 31, 2013. EXCEL MARITIME: Case Summary & 30 Largest Unsecured Creditors ------------------------------------------------------------- Debtor-affiliates filing separate Chapter 11 petitions on July 1, 2013: Entity Case No. ------ -------- Excel Maritime Carriers LLC 13-23059 777 Westchester Ave. Suite 101 White Plains, NY 10604 Excel Maritime Carriers Ltd. 13-23060 Amanda Enterprises Limited 13-23061 Barland Holdings Inc. 13-23062 Candy Enterprises Inc. 13-23063 Castalia Services Ltd. 13-23064 Centel Shipping Company Limited 13-23065 Coal Gypsy Shipco LLC 13-23066 Coal Hunter Shipco LLC 13-23067 Coal Pride Shipco LLC 13-23069 Fianna Navigation S.A. 13-23070 Fountain Services Limited 13-23071 Grain Express Shipco LLC 13-23072 Grain Harvester Shipco LLC 13-23073 Harvey Development Corp. 13-23074 Ingram Limited 13-23075 Iron Anne Shipco LLC 13-23076 Iron Beauty Shipco LLC 13-23077 Iron Bill Shipco LLC 13-23078 Iron Bradyn Shipco LLC 13-23079 Iron Brooke Shipco LLC 13-23080 Iron Kalypso Shipco LLC 13-23081 Iron Fuzeyya Shipco LLC 13-23082 Iron Knight Shipco LLC 13-23083 Iron Lindrew Shipco LLC 13-23084 Iron Manolis Shipco LLC 13-23085 Iron Miner Shipco LLC 13-23086 Kirmar Shipco LLC 13-23088 Iron Vassilis Shipco LLC 13-23087 Liegh Jane Navigation S.A. 13-23089 Lowlands Beilun Shipco LLC 13-23090 Marias Trading Inc. 13-23091 Minta Holdings S.A. 13-23092 Odell International Ltd. 13-23093 Ore Hansa Shipco LLC 13-23094 Pascha Shipco LLC 13-23095 Point Holdings Ltd. 13-23097 Sandra Shipco LLC 13-23098 Santa Barbara Shipco LLC 13-23099 Snapper Marine Ltd. 13-23100 Tanaka Services Ltd. 13-23101 Debtor-affiliates filing separate Chapter 11 petitions on July 2, 2013: Entity Case No. ------ -------- Teagan Shipholding S.A. 13-23102 Thurman International Ltd. 13-23103 Whitelaw Enterprises Co. 13-23104 Yasmine International Inc. 13-23105 Court: United States Bankruptcy Court Southern District of New York (White Plains) Debtors' Counsel: Jay M. Goffman, Esq. SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP Four Time Square New York, NY 10036 Tel: (212) 735-3000 Fax : (212) 735-2000 E-mail: JGoffman@skadden.com Debtors' Investment Banker and Financial Advisor: Miller Buckfire & Co. LLC Debtors' Financial Advisor: Global Maritime Partners Inc. Estimated Assets: More than $1 billion Estimated Liabilities: More than $1 billion The petition was signed by Pavlos Kanellopoulos, authorized person. Consolidated list of creditors holding the top 30 largest unsecured claims: Creditor Nature of Claim Amount of Claim -------- --------------- --------------- Deutsche Bank Trust Convertible $150,000,000 Company Americas Notes 5022 Gate Parkway Suite 200 MS JCK01-0218 Jacksonville,FL 32256 Piero Cardich Piero.Cardich@db.com Tel: 212-250-5651 Fax: 212-797-8600 Cyprus Popular Bank SWAP $3,950,740 Public Co. Counterparty Ltd., Greek Branch 24 Kifissias Avenue 151 25 Marousi, Athens Greece Panagiotis Gavriilidis pgavriilidis@marfinbank.gr Tel: +30210-8170446 Fax: +30210-6896324 Eurobank EFG Private Bank SWAP $2,291,146 Luxembourg SA Counterparty 5 Rue Jean Monnet L-2180 Luxembourg George Korliras g.korliras@eurobankefg.lu Tel: +352-420724240 Fax: +352 420 724 653 Norwegian Claim/Iron Bareboat Owners $1,666,666 Man A.S. Drammensveien 106, Bergerhus Oslo, Norway 0273 Per Olav Karlsen pok@cleaves.no Tel: +4721608800 Fax: +4721608801 Norwegian Claim/Linda Bareboat Owners $1,666,666 Leah A.S. Drammensveien 106, Bergerhus Oslo, Norway 0273 Per Olav Karlsen pok@cleaves.no Tel: +4721608800 Fax: +4721608801 Norwegian Claim/Coal Bareboat Owners $1,666,666 Glory A.S. Drammensveien 106, Bergerhus Oslo, Norway 0273 Per Olav Karlsen pok@cleaves.no Tel: +4721608800 Fax: +4721608801 The London Steam-Ship Insurer $1,245,004 Owners' LSSO 50 Leman Street London EI BHQ United Kingdom Steve Roberts steve.roberts@londonpandi.com Tel: 442077728000 Fax: 442077728060 North of England Insurer $1,049,405 The Quayside Newcastle upon Tyne Newcastle NE1 3DU United Kingdom Stephen Mills stephen.mills@nepia.com Tel: 441912325221 Fax: 441912610540 KRISTENSONSPETROLEUM INC Bunkering Company $979,382 21 East Front Street, Red Bank, NJ 07701 Mr. Nick Fuca Americas@kplbridgeoil.com Tel: 1-732-219-7900 Fax: 1-732-219-7919 Total Lubrifiants S.A. Supplier $888,374 Le Diamant B-16 Rue De La Republique, La Defense Cedex Paris, France 92922 Mathiew Rouquie Mathiew.Rouquie@total.com Tel: +33141358836 Fax: +33141353697 Caramanos National Insurance Brokers $669,741 Insurance Brokers 65, Akti Miaouli Str, Piraeus, Greece 18536 Ms. Plousia Vergou P.Vergou@nationalib.gr Tel: +30 2104293900 Fax: +30 214533421 EVMAR MARINE SERVICES LTD Insurance Brokers $592,259 Akti Miaouli & 2 II Merarchias Str Ionion Building Piraeus, Greece 18535 Maria Prevezanou marine@evmar.gr Tel: 302104284900 Fax: 302104284977 HELLENIC REPUBLIC, Tax Office $397,928 MINISTRY OF FINANCE 83, Akti Miaouli Str. Piraeus, Greece 18532 Dressiou Panayota Tel: +302132103811 Fax: +302132103831 grammteia@1948.syzefxis.gov.ir Marine Industry MI S.A. Supplier $337,971 8 Charilaou Tricoupi Str, Piraeus, Greece 18536 Yiannis Zannaras spares@micltd.eu Tel: +302104526912 Fax: +304285900 OCEAN ENERGY LTD Bunkering Company $295,482 Trust House, 112 Bonadie Street Kingstown, Saint Vincent Mr. Remy Angot bunkering@socometbunkering.com Tel: +33142654195 Fax: +33142657047 U.K. P+I CLUB Insurer $288,941 90, Fenchurch Str, London, United Kingdom EC3M 4ST Paul Collier paul.collier@thomasmiller.com Tel: 442072834646 Fax: 442076219761 TRANS IT APS Travelling and $197,662 mains@transit-dk.com Forwarding O.W.BUNKER MAKTA LTD. Bunkering Company $174,427 Piraeus@owbunker.com MAN DIESEL & TURBO Supplier $143,536 (Brach of SE) primeserv.cph@dk.manbw.com jens.Mygind@man.eu ISS MACHINERY SERVICES Supplier $130,925 Miyoshi.takao@iss-shipping.com COSCO (ZhouShan) Repairer $122,822 SHIPYARD CO, LTD baominqiang@coscoshipyard.com INTERNATIONAL PAINTS Supplier $119,400 Ip.hellas@internationalpaints.com IMC CO LTD Supplier $92,336 (ex I.H.I MARINE CO LTD) niina@imc.ihi.co.jp ajisaka@imc.ihi.co.jp LEGERO INTERNATIONAL Travelling and $78,432 (HOLLAND) B.V. Forwarding Gerrie.plune@simbolo.com Robert.plune@simbolo.com I.S.T MARINE & Supplier $77,116 OFFSHORE SUPPLIES PTE LTD Robert.plune@simbolo.com DIAPLOUS MARITIME Various Account $75,650 SERVICES contact@diaplous-ms.com FUJI TRADING CO., LTD. Supplier $72,072 mach-1@fujitrading.co.jp, fukaday@fujitrading.co.jp MES TECHNOSERVICE CO LTD Supplier $66,460 koshin@mes.co.jp RICHSHORE MARINE Supplier $60,437 SUPPLIES LTD charleslim@richshore.com WILHELMSEN Supplier $59,683 (BARWILL UNITOR) SHIPS SERVICE Lefteris.athanassiou@wilhelmsen.com EXCEL MARITIME: Junior Lenders Already Opposing Plan ---------------------------------------------------- Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that the reorganization of Excel Maritime Carriers Ltd. won't be a walk in the park, judging from court papers filed by junior creditors less than day after the July 1 Chapter 11 filing in White Plains, New York. An ad hoc group among holders of the $150 million in 1.875 percent convertible senior notes filed papers July 2 calling the plan "inappropriate and unconfirmable." Among other things, they object to how current owner Gabriel Panayotides would have the exclusive right to "buy back" the company while giving a "nominal distribution" to unsecured creditors. The convertible noteholders point an accusing finger at the plan for allowing Mr. Panayotides to pay for control partly by using $20 million in an escrow fund they contend actually belongs to Excel already. The noteholders also disagree with terms of the agreement allowing Excel to use cash. The report notes that Robertson Maritime Investors LLC, a 29 percent owner with Excel in a joint venture called Christine Shipco LLC, filed papers objecting to use of the Christine's excess cash flow for payment to unsecured creditors. Robertson argues that Excel has no proper claim to ownership in Christine, which is prohibited from paying dividends to Excel. The operator of 38 dry-bulk vessels began bankruptcy after signing an agreement where secured lenders owed $771 million would support a reorganization plan filed alongside the Chapter 11 petition. The report discloses that the proposed plan would give the senior lenders a new $771 million lien when Excel emerges from bankruptcy. Mr. Panayotides would have control of the board initially and what amounts to an option to buy 75 percent of the stock of the reorganized company. Excel claims the company's enterprise value ranges from $575 million to $625 million, with a midpoint of $600 million. Using the midpoint as value, the plan would give the senior lenders a recovery of 77 percent. Disputes Christine Shipco Ownership Claim Excel Maritime received a notice from Robertson Maritime Investors LLC, the owner of the 28.6 percent of Christine Shipco LLC not owned by the Company, relating to the Company's and Robertson's respective equity interest in Christine Shipco. The notice sent by Robertson alleges, among other things, that the intra-group transfer of the Company's interest in Christine Shipco from Bird Acquisition Co. to the Company as a result of the Company's internal reorganization in 2012 was in violation of Robertson's right of first refusal in the Limited Liability Company Agreement that governs Christine Shipco and that therefore, the Company did not acquire title to Christine Shipco. Robertson alleges that the Company's equity interest in Christine Shipco is held in constructive trust for Robertson and also claims damages. Robertson has also asserted that upon a Chapter 11 filing, pursuant to the Marshall Islands Limited Liability Company Act of 1996, the Company's interest in Christine Shipco will terminate. The Company intends to vigorously dispute, and has taken steps to address, these allegations. Class A Stock Delisted From NYSE The New York Stock Exchange LLC notified the U.S. Securities and Exchange Commission on Form 25 regarding the removal from listing or registration of Excel Maritime Carriers Ltd.'s Class A common shares under the NYSE. Q1 Results Excel Maritime reported a net loss attributable to the Company of US$12.03 million on US$47.75 million of revenues for the three months ended March 31, 2013, as compared with a net loss attributable to the Company of US$36.58 million on US$65.03 million of revenues for the three months ended March 31, 2012. As of March 31, 2013, Excel Maritime had US$1.15 billion in total assets, US$1.10 billion in total liabilities and US$54.33 million in total stockholders' equity. A copy of the Report is available at http://is.gd/hAToQ1 About Excel Maritime Based in Athens, Greece, Excel Maritime Carriers Ltd. -- http://www.excelmaritime.com/-- is an owner and operator of dry bulk carriers and a provider of worldwide seaborne transportation services for dry bulk cargoes, such as iron ore, coal and grains, as well as bauxite, fertilizers and steel products. Excel owns a fleet of 40 vessels and, together with 7 Panamax vessels under bareboat charters, operates 47 vessels (5 Capesize, 14 Kamsarmax, 21 Panamax, 2 Supramax and 5 Handymax vessels) with a total carrying capacity of approximately 3.9 million DWT. Excel Class A common shares have been listed since Sept. 15, 2005, on the New York Stock Exchange (NYSE) under the symbol EXM and, prior to that date, were listed on the American Stock Exchange (AMEX) since 1998. Excel Maritime filed a Chapter 11 petition (Bankr. S.D.N.Y. Case No. 13-23060) on July 1, 2013, in New York after signing an agreement where secured lenders owed $771 million support a reorganization plan filed alongside the petition. The company blamed financial problems on low charter rates. The balance sheet for December 2011 had assets of $2.72 billion and liabilities totaling $1.16 billion. Excel owes $771 million to secured lenders with liens on almost all assets. There is $150 million owing on 1.875 percent unsecured convertible notes. The company had a $211.6 million net loss on revenue of $356.9 million in 2011. EXHIBITORS CARPET: Case Summary & 20 Largest Unsecured Creditors ---------------------------------------------------------------- Debtor: Exhibitors Carpet Service, LLC fka ECS Aquisitions, LLC. 6112 W. 73rd Street Bedford Park, IL 60638 Bankruptcy Case No.: 13-26550 Chapter 11 Petition Date: June 28, 2013 Court: United States Bankruptcy Court Northern District of Illinois (Chicago) Judge: Jacqueline P. Cox Debtor's Counsel: Robert R. Benjamin, Esq. Barbara L. Yong, Esq. GOLAN & CHRISTIE, LLP 70 West Madison Street, Suite 1500 Chicago, IL 60602 Tel: (312) 263-2300 Fax: (312) 263-0939 E-mail: rrbenjamin@golanchristie.com blyong@golanchristie.com Scheduled Assets: $529,333 Scheduled Liabilities: $5,760,392 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/ilnb13-26550.pdf The petition was signed by Thomas Gilmore, member. EXIDE TECHNOLOGIES: Texas Enviro. Regulator Balks at Cash Plan -------------------------------------------------------------- Yogita Patel writing for Dow Jones' DBR Small Cap reports that regulators in Texas are looking for assurance that battery maker Exide Technologies Inc. won't be able to skirt environmental liabilities in the state through its bankruptcy case. About Exide Technologies Headquartered in Princeton, New Jersey, Exide Technologies (NASDAQ: XIDE) -- http://www.exide.com/-- manufactures and distributes lead acid batteries and other related electrical energy storage products. Exide first sought Chapter 11 protection (Bankr. Del. Case No. 02-11125) on April 14, 2002 and exited bankruptcy two years alter. Matthew N. Kleiman, Esq., and Kirk A. Kennedy, Esq., at Kirkland & Ellis, and James E. O'Neill, Esq., at Pachulski Stang Ziehl & Jones LLP represented the Debtors in their successful restructuring. Exide Technologies returned to Chapter 11 bankruptcy (Bankr. D. Del. Case No. 13-11482) on June 10, 2013. For the new case, Exide has tapped Anthony W. Clark, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, and Pachulski Stang Ziehl & Jones LLP as counsel; Alvarez & Marsal as financial advisor; Sitrick And Company Inc. as public relations consultant and GCG as claims agent. The Debtor disclosed $1.89 billion in assets and $1.14 billion in liabilities as of March 31, 2013. Exide's international operations were not included in the filing and will continue their business operations without supervision from the U.S. courts. FAIRWEST ENERGY: Alberta Court Extends CCAA Stay Until July 16 -------------------------------------------------------------- FairWest Energy Corporation on July 4 disclosed that an Order was obtained on July 3, 2013 from the Court of Queen's Bench of Alberta extending the stay of proceedings granted to FairWest under the Companies' Creditors Arrangement Act ("CCAA") to July 16, 2013. The July 3 Order also provides for an extension of the maturity date under the debtor-in-possession financing facility with Supreme Group Inc. to July 16, 2013. The maximum amount available under the debtor-in-possession financing facility remains unchanged at $1,765,000. About FairWest Energy FairWest is a Calgary, Alberta based junior oil and gas company engaged in the acquisition, exploration, development and production of crude oil, natural gas and natural gas liquids in the provinces of Alberta and Saskatchewan. FairWest an Initial Order on Dec. 12, 2012 from the Court of Queen's Bench of Alberta granting relief to FairWest under the Companies' Creditors Arrangement Act ("CCAA") and appointing PricewaterhouseCoopers Inc. as the monitor. FIRST CONNECTICUT: Hires Stichter Riedel as Special Counsel ----------------------------------------------------------- First Connecticut Holding Group, L.L.C., asks the U.S. Bankruptcy Court for permission to employ Stichter Riedel Blaim & Prosser P.A. as special litigation counsel. The Debtor said local counsel in the State of Florida is required to defend a motion which was filed to transfer venue from New Jersey to Florida. Stichter Riedel is a local counsel in Florida and has expertise in handling these types of cases. The Debtor said the firm is asking for $2,500 and will bill at its professional hourly rates at $350 per hour for partners and $175 per hour for associates. The Debtors attests that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. About First Connecticut Holding First Connecticut Holding Group, L.L.C. IV filed a Chapter 11 petition (Bankr. D.N.J. Case No. 13-13090) on Feb. 15, 2013, in Newark, New Jersey. Lorraine Mocco signed the petition as managing member. The Debtor's scheduled assets were $12,287,218 and scheduled liabilities were $68,655,579. Judge Donald H. Steckroth presides over the case. Counsel for the Debtor can be reached at: Donald W. Clarke WASSERMAN, JURISTA & STOLZ, P.C. 225 Millburn Avenue - Suite 207 P.O. Box 1029 Millburn, New Jersey 07041 Tel: (973) 467-2700 Fax: (973) 467-8126 FOREVERGREEN WORLDWIDE: Lowers Loss to $790,000 in Amended 10-K --------------------------------------------------------------- Forevergreen Worldwide Corporation has amended its annual report on Form 10-K for the fiscal year ended Dec. 31, 2012. During the preparation of the Company's unaudited financial statements for the quarterly period ended March 31, 2013, the Company determined that it had understated revenue for the fiscal year ended Dec. 31, 2012. As a result, the Company overstated net loss by $94,659 for the year ended Dec. 31, 2012. Revenues increased by $94,659, accounts receivable increased by $143,064, and prepaid expenses decreased by $48,405. Evergreen's restated statements of operations reflect a net loss of $790,199 on $12.57 million of net revenues for the year ended Dec. 31, 2012, as compared with a net loss of $884,858 on $12.48 million of net revenues as reported. The Company's restated balance sheet at Dec. 31, 2012, showed $1.48 million in total assets, $5.91 million in total liabilities and a $4.42 million total stockholders' deficit. The Company previously disclosed $1.39 million in total assets, $5.90 million in total liabilities, and a $4.51 million total stockholders' deficit. A copy of the Amended Form 10-K is available for free at: http://is.gd/f5MkFB About ForeverGreen Worldwide Orem, Utah-based ForeverGreen Worldwide Corporation is a holding company that operates through its wholly owned subsidiary, ForeverGreen International, LLC. The Company's product philosophy is to develop, manufacture and market the best of science and nature through innovative formulations as it produces and manufactures a wide array of whole foods, nutritional supplements, personal care products and essential oils. Sadler, Gibb & Associates, LLC, in Salt Lake City, UT, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2012. The independent auditors noted that the Company has suffered accumulated net losses of $35,458,353 and has had negative cash flows from operating activities during the year ended Dec. 31, 2012, of $8,860. These matters raise substantial doubt about the Company's ability to continue as a going concern. GAJ HOSPITALITY: Case Summary & 20 Largest Unsecured Creditors -------------------------------------------------------------- Debtor: GAJ Hospitality, LLC 1984 Airline Drive Bossier City, LA 71112 Bankruptcy Case No.: 13-11590 Chapter 11 Petition Date: June 28, 2013 Court: United States Bankruptcy Court Western District of Louisiana (Shreveport) Judge: Stephen V. Callaway Debtor's Counsel: Ralph Scott Bowie, Jr., Esq. DAYE, BOWIE & BERESKO, APLC 400 Travis, Suite 700 Shreveport, LA 71101 Tel: (318) 221-0600 Fax: (318) 221-8158 E-mail: rsbowie@bellsouth.net Scheduled Assets: $3,578,882 Scheduled Liabilities: $5,897,520 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/lawb13-11590.pdf The petition was signed by Jagtar Otal. Affiliates that filed separate Chapter 11 petitions: Petition Debtor Case No. Date ------ -------- ---- Akaal Lodging, LLC 13-30170 03/13/13 Baba Lodging, LLC 13-10493 02/28/13 DJ Hospitality, LLC 13-11383 03/07/13 GR Lodging, LLC 13-60033 03/15/13 GS Hospitality, LLC 13-10493 02/28/13 JDS Hospitality, LLC 13-30170 03/13/13 Satnam Lodging, LLC 13-40100 01/10/13 GMX RESOURCES: Seeks Exclusive Plan Filing Extension Thru Oct. 28 ----------------------------------------------------------------- GMX Resources, Inc., et al., seek a 90-day extension of the exclusive periods by which it must file a plan of reorganization through Oct. 18, 2013, and solicit acceptances for that plan through Dec. 30, 2013. The Debtors' exclusive plan filing period is currently set to expire on July 30, 2013. The Debtors inform the Bankruptcy Court that they have made good progress in negotiating with creditors. They however specify that they need additional time to resolve certain contingencies before they can finalize any viable plan. In particular, the Debtors are set to have an auction for the sale of substantially all of their assets in late August, with a hearing to approve such sale scheduled for Sept. 10, 2013. "The result of the auction process and sale hearing will have a large impact on the formulation of the Debtors' plan and disclosure statement and will result in information that should and will be disclosed to creditors as part of the plan solicitation process," according to William H. Hoch, Esq., -- will.hoch@crowedunlevy.com -- of Crowe & Dunlevy, P.C., the Debtors' local counsel. Regan S. Beatty, Esq. -- regan.beatty@crowedunlevy.com ; Christopher M. Staine, Esq. -- christopher.staine@crowedunlevy.com and Andre B. Caldwell, Esq. -- andre.caldwell@crowedunlevy.com -- of Crowe & Dunlevy, in Oklahoma, also serve as special counsel and conflicts counsel to the Debtors. David A. Zdunkewixz, Esq. -- dzdunkewicz@andrewskurth.com ; Timothy A. Davidson II, Esq. -- taddavidson@andrewskurth.com ; and Joseph Rovira, Esq. -- josephrovira@andreskurth.com -- of Andrews Kurth LLP in Houston, Texas, serve as attorneys to the Debtors. About GMX Resources GMX Resources Inc. -- http://www.gmxresources.com/-- is an independent natural gas production company headquartered in Oklahoma City, Oklahoma. GMXR has 53 producing wells in Texas & Louisiana, 24 proved developed non-producing reservoirs, 48 proved undeveloped locations and several hundred other development locations. GMXR has 9,000 net acres on the Sabine Uplift of East Texas. GMXR has 7 producing wells in New Mexico. The Company's strategy is to significantly increase production, revenues and reinvest in increasing production. GMXR's goal is to grow and build shareholder value every day. The Company reported net losses of $206.44 million in 2011, $138.29 million in 2010, and $181.08 million in 2009. GMX Resources filed a Chapter 11 petition in its hometown (Bankr. W.D. Okla. Case No. 13-11456) on April 1, 2013, so secured lenders can buy the business in exchange for $324.3 million in first-lien notes. GMX missed a payment due in March 2013 on $51.5 million in second- lien notes. Other principal liabilities include $48.3 million in unsecured convertible senior notes. The DIP financing provided by senior noteholders requires court approval of a sale within 75 days following approval of sale procedures. The lenders and principal senior noteholders include Chatham Asset Management LLC, GSO Capital Partners, Omega Advisors Inc. and Whitebox Advisors LLC. The Official Committee of Unsecured Creditors originally tapped Winston & Strawn LLP as its counsel. Winston Strawn was replaced by Looper Reed & McGraw LLP. GMX RESOURCES: Brian Burr Removed as Member of Creditors' Panel --------------------------------------------------------------- Judge Sarah A. Hall granted the removal of Brian Burr, but denied the removal of American Stock Transfer & Trust Company LLC, from the unsecured creditors panel of GMX Resources, Inc., et al., for reasons stated on the record at a June 25, 2013 hearing. "The removal determination by the Court is based solely on Brian Burr's status as a holder of 9.25% Series B Cumulative Preferred Stock and not as a result of any malfeasance or misfeasance on the part of Brian Burr. Because Brian Burr is an equity holder and does not hold an unsecured claim in these jointly administered cases [of the Debtors], he cannot serve on the Official Committee of Unsecured Creditors," Judge Hall explained. The Creditors Committee is represented by: HALL, ESTILL, HARDWICk, GABLE, GOLDEN & NELSON, PC Bonnie N. Hackler, Esq. Steven W. Soule, Esq. 320 South Boston Avenue, Ste. 200 Tulsa, Oklahoma 74103 Tel No: (918) 594-0400 Fax No: (918) 594-0505 Email: bhackler@hallestill.com - and - HALL, ESTILL, HARDWICk, GABLE, GOLDEN & NELSON, PC Larry G. Ball, Esq. Jennifer Heald Castillo, Esq. 100 North Broadway, Ste. 2900 Oklahoma City, OK 73102 Tel No: (405) 553-2854 Fax No: (405) 553-2855 Email: lball@hallestill.com - and - LOOPER REED & McGRAW, PC Jason S. Brookner, Esq. Michael Bishop, Esq. Lydia R. Webb, Esq. 1601 Elm Street, Ste. 4600 Dallas, TX 75201 Tel No: (214) 954-4135 Fax No: (214) 953-1332 Email: jbrookner@lrmlaw.com Brian Burr is represented by: TOMLINS & PETERS, PLLC Neal Tomlins, Esq. Southern Hills Tower Suite 175 2431 East 61st St. Tulsa, OK 74136 Tel No: (918) 949-4411 Email: Neal@tplawtulsa.com - and - BUCK KEENAN, LLP E.F. Mano DeAyala, Esq. 700 Louisiana, Ste. 5100 Houston, TC 77002 Tel No: (713) 225-4500 Email: deayala@buckkeenan.com About GMX Resources GMX Resources Inc. -- http://www.gmxresources.com/-- is an independent natural gas production company headquartered in Oklahoma City, Oklahoma. GMXR has 53 producing wells in Texas & Louisiana, 24 proved developed non-producing reservoirs, 48 proved undeveloped locations and several hundred other development locations. GMXR has 9,000 net acres on the Sabine Uplift of East Texas. GMXR has 7 producing wells in New Mexico. The Company's strategy is to significantly increase production, revenues and reinvest in increasing production. GMXR's goal is to grow and build shareholder value every day. The Company reported net losses of $206.44 million in 2011, $138.29 million in 2010, and $181.08 million in 2009. GMX Resources filed a Chapter 11 petition in its hometown (Bankr. W.D. Okla. Case No. 13-11456) on April 1, 2013, so secured lenders can buy the business in exchange for $324.3 million in first-lien notes. GMX missed a payment due in March 2013 on $51.5 million in second- lien notes. Other principal liabilities include $48.3 million in unsecured convertible senior notes. The DIP financing provided by senior noteholders requires court approval of a sale within 75 days following approval of sale procedures. The lenders and principal senior noteholders include Chatham Asset Management LLC, GSO Capital Partners, Omega Advisors Inc. and Whitebox Advisors LLC. William H. Hoch, Esq., Regan S. Beatty, Esq., Christopher M. Staine, Esq., and Andre B. Caldwell, Esq. of Crowe & Dunlevy, in Oklahoma, act as special counsel and conflicts counsel to the Debtors. David A. Zdunkewixz, Esq., Timothy A. Davidson II, Esq., and Joseph Rovira, Esq., of Andrews Kurth LLP in Houston, Texas, are the Debtors' attorneys. The Official Committee of Unsecured Creditors originally tapped Winston & Strawn LLP as its counsel. Winston Strawn was replaced by Looper Reed & McGraw LLP. GOLDEN PARK: Updated Case Summary & Creditors' Lists ---------------------------------------------------- Lead Debtor: Golden Park Business Center II, LLC 4889 Golden Parkway, Suite 120 Buford, GA 30518 Bankruptcy Case No.: 13-64251 Chapter 11 Petition Date: June 28, 2013 Court: United States Bankruptcy Court Northern District of Georgia (Atlanta) Debtors' Counsel: Michael D. Robl, Esq. THE SPEARS & ROBL LAW FIRM, LLC 104 Cambridge Avenue Decatur, GA 30030 Tel: (404) 373-5153 E-mail: mdrobl@tsrlaw.com Scheduled Assets: $1,425,558 Scheduled Liabilities: $2,973,100 Affiliates that simultaneously filed separate Chapter 11 petitions: Debtor Case No. ------ -------- Golden Park Pavilion, LLC 13-64253 Assets: $2,338,558 Debts: $2,456,060 The petitions were signed by William P. Aiken. A. A copy of Golden Park Business Center's list of its 15 largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/ganb13-64251.pdf B. A copy of Golden Park Pavilion's list of its 20 largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/ganb13-64253.pdf HAMPTON ROADS: Pledged 42.3 Million Shares to Butterfield --------------------------------------------------------- Carlyle Financial Services BU, L.P., and Carlyle Harbor entered into a guarantee and pledge agreement with The Bank of N.T. Butterfield & Son Limited, in connection with a $95 million term loan credit facility letter entered into by CGFSP Margin Loan L.P. and Butterfield. As security for CGFSP's obligations under the Term Loan, including the maintenance of certain collateral ratios based on the market values of the pledged shares relative to the amount outstanding on the Term Loan, Carlyle Harbor has pledged 42,398,583 shares of Common Stock of Hampton Roads Bankshares, Inc. All voting rights and rights to receive dividends or distributions with respect to the Pledged Shares will remain with Carlyle Harbor unless an event of default under the Term Loan has occurred and is continuing. A copy of the Guaranty and Pledge Agreement is available at: http://is.gd/2TwOYg About Hampton Roads Bankshares Hampton Roads Bankshares, Inc. (NASDAQ: HMPR) -- http://www.hamptonroadsbanksharesinc.com/-- is a bank holding company that was formed in 2001 and is headquartered in Norfolk, Virginia. The Company's primary subsidiaries are Bank of Hampton Roads, which opened for business in 1987, and Shore Bank, which opened in 1961. Currently, Bank of Hampton Roads operates twenty- eight banking offices in the Hampton Roads region of southeastern Virginia and twenty-four offices in Virginia and North Carolina doing business as Gateway Bank & Trust Co. Shore Bank serves the Eastern Shore of Maryland and Virginia through eight banking offices and 15 ATMs. Effective June 17, 2010, the Company and its banking subsidiary, Bank of Hampton Roads ("BOHR"), entered into a written agreement with the Federal Reserve Bank of Richmond and the Bureau of Financial Institutions of the Virginia State Corporation Commission. The Company's other banking subsidiary, Shore Bank, is not a party to the Written Agreement. Under the terms of the Written Agreement, among other things, BOHR agreed to develop and submit for approval plans to (a) strengthen board oversight of management and BOHR's operations, (b) strengthen credit risk management policies, (c) improve BOHR's position with respect to loans, relationships, or other assets in excess of $2.5 million which are now, or may in the future become, past due more than 90 days, are on BOHR's problem loan list, or adversely classified in any report of examination of BOHR, (d) review and revise, as appropriate, current policy and maintain sound processes for determining, documenting, and recording an adequate allowance for loan and lease losses, (e) improve management of BOHR's liquidity position and funds management policies, (f) provide contingency planning that accounts for adverse scenarios and identifies and quantifies available sources of liquidity for each scenario, (g) reduce the Bank's reliance on brokered deposits, and (h) improve BOHR's earnings and overall condition. The Company reported a net loss of $98 million in 2011, compared with a net loss of $210.35 million in 2010. The Company's balance sheet at March 31, 2013, showed $2.03 billion in total assets, $1.84 billion in total liabilities and $185.36 million in total shareholders' equity. HEARTLAND MEMORIAL: Malpractice Claims vs. DLA Piper Dismissed -------------------------------------------------------------- District Judge Resa L. Springmann dismissed, without prejudice, Counts V and VI of the second amended version of the complaint captioned as, DAVID ABRAMS, not individually but solely as the Liquidating Trustee and court-appointed manager of Heartland Memorial Hospital, LLC, and HEARTLAND MEMORIAL HOSPITAL, LLC, the Debtor, Plaintiffs, v. DLA PIPER (US) LLP, Defendant, CAUSE NO. 2:12-CV-19-TLS (N.D. Ind.). Counts V and VI essentially alleges legal malpractice and breach of fiduciary duty against DLA Piper in connection with a 2006 leveraged buyout transaction involving the Debtor. A copy of Judge Springmann's June 12, 2013 Opinion and Order is available at http://is.gd/ULw3zIfrom Leagle.com. Mr. David Abrams is represented by Elizabeth E Richert, Esq. -- erichert@colemanlawfirm.com -- and Eugene J Schiltz, Esq. -- eschiltz@colemanlawfirm.com -- of Coleman Law Firm; and Mark E Leipold, Esq. -- mleipold@gouldratner.com -- of Gould & Ratner LLP. DLA Piper is represented by Martin J O'Hara, Esq. -- mohara@muchshelist.com -- of Much Shelist PC. Heartland Memorial Hospital LLC is represented by Elizabeth E Richert, Esq., of Coleman Law Firm. About Heartland Memorial Hospital In January 2007, creditors filed an involuntary Chapter 7 bankruptcy petition against Heartland Memorial Hospital, LLC. On March 2, 2007, the bankruptcy court granted relief against the Debtor and converted the case to Chapter 11. On Nov. 19, 2008, the bankruptcy court confirmed the Debtor's liquidating plan of reorganization and appointed David Abrams, as liquidating trustee. HERCULES OFFSHORE: Selling $400 Million Senior Notes at Par ----------------------------------------------------------- Hercules Offshore, Inc., has priced a private placement of $400,000,000 aggregate principal amount of senior notes due 2021, which will bear interest at a rate of 8.750 percent per annum. The notes are being sold at par. Hercules Offshore expects to use the net proceeds from this offering, together with cash on hand (including the proceeds of approximately $104 million it expects to receive from the sales of its inland barge rigs, domestic liftboats and related assets), to fund its acquisition of shares of Discovery Offshore S.A. and the final payment of $333.9 million due for Discovery Triumph and Discovery Resilience. On June 28, 2013, the Company entered into a purchase agreement with Deutsche Bank Securities Inc., UBS Securities LLC, Credit Suisse Securities (USA) LLC, Goldman, Sachs & Co. and Pareto Securities AS, as representatives of the initial purchasers, relating to the sale of the Notes. Acquisition of Discovery Shares On June 27, 2013, Hercules Discovery Ltd., a wholly owned subsidiary of the Company, purchased 33,797,223 shares of Discovery at a price of NOK 15.00 per share. Discovery is a development stage company whose purpose is to own, either directly or indirectly through its subsidiaries, new ultra-high specification jackup drilling rigs. These share purchases increased the Company's total investment in Discovery to more than 50 percent of Discovery's outstanding shares. As previously disclosed by the Company, in accordance with the Norwegian Securities Trading Act, chapter 64, the Company will make a mandatory cash tender offer for all remaining outstanding shares of Discovery. The Company expects to finance the purchase of the remaining outstanding shares of Discovery using the net proceeds from the private placement of Notes. About Hercules Offshore Hercules Offshore Inc. (NASDAQ: HERO) -- http://www.herculesoffshore.com/-- provides shallow-water drilling and marine services to the oil and natural gas exploration and production industry in the United States, Gulf of Mexico and internationally. The Company provides these services to integrated energy companies, independent oil and natural gas operators and national oil companies. The Company operates in six business segments: Domestic Offshore, International Offshore, Inland, Domestic Liftboats, International Liftboats and Delta Towing. Hercules incurred a net loss of $127 million in 2012, a net loss of $76.12 million in 2011, and a net loss of $134.59 million in 2010. The Company's balance sheet at March 31, 2013, showed $2 billion in total assets, $1.08 billion in total liabilities and $919.58 million in stockholders' equity. * * * The Troubled Company Reporter said on April 11, 2013, that Moody's Investors Service upgraded Hercules Offshore, Inc.'s Corporate Family Rating to B2 from B3. Hercules' B2 CFR is supported by its improved cash flow and lower leverage on the back of increased drilling activity and higher day-rates in the Gulf of Mexico (GOM) As reported by the TCR on Nov. 6, 2012, Standard & Poor's Ratings Services raised its corporate credit rating on Houston-based Hercules Offshore Inc. to 'B' from 'B-'. "The upgrade reflects the improving market conditions in the Gulf of Mexico and our expectations that Hercules' fleet will continue to benefit," said Standard & Poor's credit analyst Stephen Scovotti. HERON LAKE: Incurs $998,000 Net Loss in First Quarter ----------------------------------------------------- Heron Lake Bioenergy, LLC, filed with the U.S. Securities and Exchange Commission its quarterly report on Form 10-Q disclosing a net loss attributable to the Company of $998,139 on $35.49 million of revenues for the three months ended April 30, 2013, as compared with a net loss attributable to the Company of $1.35 million on $41.18 million of revenues for the three months ended April 30, 2012. As of April 30, 2013, the Company had $59.78 million in total assets, $44.05 million in total liabilities and $15.72 million in total members' equity. "The Company has previously disclosed lower working capital than desired and operating losses related to difficult market conditions and operating performance. The Company has instances of unwaived debt covenant violations at April 30, 2013. These conditions contributed to the long-term debt with AgStar being classified as current at April 30, 2013 as well as working capital becoming negative. These factors and the continued volatility in commodity prices raise substantial doubt about the Company's ability to continue as a going concern." A copy of the Form 10-Q is available for free at: http://is.gd/WmLHVV About Heron Lake Heron Lake BioEnergy, LLC, operated a dry mill, coal fired ethanol plant in Heron Lake, Minnesota. After completing a conversion in November 2011, the Company is now a natural gas fired ethanol plant. Its subsidiary, HLBE Pipeline Company, LLC, owns 73 percent of Agrinatural Gas, LLC, the pipeline company formed to construct, own, and operate a natural gas pipeline that provides natural gas to the Company's ethanol production facility through a connection with the natural gas pipeline facilities of Northern Border Pipeline Company in Cottonwood County, Minnesota. Its subsidiary, Lakefield Farmers Elevator, LLC, has grain facilities at Lakefield and Wilder, Minnesota. At nameplate, the Company's ethanol plant has the capacity to process approximately 18.0 million bushels of corn each year, producing approximately 50 million gallons per year of fuel-grade ethanol and approximately 160,000 tons of distillers' grains with soluble. In its report on the Company's financial statements for the fiscal year ended Oct. 31, 2012, Boulay, Heutmaker, Zibell & Co. P.L.L.P., in Minneapolis, Minnesota, expressed substantial doubt about Heron Lake BioEnergy's ability to continue as a going concern. The independent auditors noted that the Company has incurred losses due to difficult market conditions and the impairment of long-lived assets. "The Company is out of compliance with its master loan agreement and is operating under a forbearance agreement whereby the Company agreed to sell substantially all of its assets." The Company reported a net loss of $32.35 million for the year ended Oct. 31, 2012, as compared with net income of $543,017 for the year ended Oct. 31, 2011. Bankruptcy Warning At Jan. 31, 2013, the Company's total indebtedness to AgStar was approximately $41.1 million. All of the Company's assets and real property are subject to security interests and mortgages in favor of AgStar as security for the obligations of the master loan agreement. The Company's failure to pay any required installment of principal or interest or any other amounts payable under the Company's Term Loan or Term Revolving Loan or the Company's failure to perform or observe any covenant under the Sixth Amended and Restated Master Loan Agreement would result in an event of default, entitling AgStar to accelerate and declare due all amounts outstanding under the Company's Term Loan and its Term Revolving Loan. "Upon the occurrence of any one or more Events of Default, as defined under the Sixth Amended and Restated Forbearance Agreement, including failure to observe any of the financial or affirmative covenants..., AgStar may accelerate all of our indebtedness and may seize the assets that secure our indebtedness, causing us to lose control of our business. We may also be forced to sell our assets, restructure our indebtedness, submit to foreclosure proceedings, cease operations or seek bankruptcy or reorganization protection." INDEPENDENCE TAX IV: Incurs $967K Net Loss in Fiscal 2013 --------------------------------------------------------- Independence Tax Credit Plus L.P. IV filed on July 1, 2013, its annual report on Form 10-K for the fiscal year ended March 31, 2013. At March 31, 2013, the Partnership's liabilities exceeded assets by $18,880,008 and for the year ended March 31, 2013, the Partnership had a net loss of $967,365, including gain on sale of properties of $5,390,970. "These factors raise substantial doubt about the Partnership's ability to continue as a going concern." The Partnership reported a net loss of $967,365 on $4.2 million of revenues in fiscal 2013, compared with net income of $970,124 on $4.1 million of revenues in fiscal 2012. The Company's balance sheet at March 31, 2013, showed $8.9 million in total assets, $27.8 million in total liabilities, and a partners' deficit of $18.9 million. A copy of the Form 10-K is available at http://is.gd/g5E178 New York-based Independence Tax Credit Plus L.P. IV is a limited partnership which was formed under the laws of the State of Delaware on Feb, 22, 1995. On July 6, 1995, the Partnership commenced a public offering of Beneficial Assignment Certificates representing assignments of limited partnership interests in the Partnership. The Partnership received $45,844,000 of gross proceeds from the Offering from 2,759 investors. The Offering was terminated on May 22, 1996. The Partnership's initial business was to invest in other partnerships owning leveraged apartment complexes that are eligible for the low-income housing tax credit enacted in the Tax Reform Act of 1986, some of which may also be eligible for the historic rehabilitation tax credit. The Partnership is currently in the process of developing a plan to dispose of all of its investments. It is anticipated that this process will take a number of years. INNOVATIVE COMMS: Withdrawal of Reference Denied for Raynor Suit ---------------------------------------------------------------- Chief District Judge Curtis V. Gomez denied, without prejudice, the defendant's motion to withdraw the reference of the adversary proceeding captioned as, JAMES P. CARROLL, LIQUIDATION TRUSTEE OF THE LIQUIDATION TRUST FOR THE BANKRUPTCY ESTATES OF INNOVATIVE COMMUNICATION COMPANY, LLC, EMERGING COMMUNICATIONS, INC., AND INNOVATIVE COMMUNICATION CORPORATION, Plaintiffs, v. JOHN P. RAYNOR, Defendant, ADV. NO. 3:09-03012, CIVIL NO. 2012-70 (Virgin Islands). The adversary complaint seeks to recover prepetition fraudulent transfers and preferential transfers from John R. Raynor. In a June 12, 2013 Memorandum Opinion and Order available at http://is.gd/lsCA6Ufrom Leagle.com, the district judge said the reference will not be withdrawn until such time as the bankruptcy judge determines the matter is trial ready. Benjamin A. Currence, Esq., at the Law Offices of Benjamin A. Currence, acts as counsel to James P. Carroll, Liquidation Trustee. John P. Raynor, Esq., is a member of the law firm Raynor, Rensch & Pfeiffer. About Prosser & Innovative Communication Headquartered in St. Thomas, Virgin Islands, Innovative Communication Company, LLC -- http://www.iccvi.com/-- and Emerging Communications, Inc., are diversified telecommunications and media companies operating mainly in the U.S. Virgin Islands. Jeffrey J. Prosser owns Emerging Communications and Innovative Communications. Innovative and Emerging filed for Chapter 11 protection on July 31, 2006 (D.V.I. Case Nos. 06-30007 and 06-30008). When the Debtors filed for protection from their creditors, they estimated assets and debts of more than $100 million. Mr. Prosser also filed for chapter 11 protection on July 31, 2006 (D.V.I. Case No. 06-10006). According to The (Virgin Islands) Source, he was fired in October 2007 for failing to make payments into the company pension funds. Greenlight Capital Qualified, L.P., Greenlight Capital, L.P., and Greenlight Capital Offshore, Ltd. -- which holds an $18,780,614 claim against Mr. Prosser -- had filed an involuntary chapter 11 against Innovative Communication, Emerging Communications, and Mr. Prosser on Feb. 10, 2006 (Bankr. D. Del. Case Nos. 06-10133, 06-10134, and 06-10135). Mr. Prosser argued that the Greenlight entities, the former shareholders of Innovative Communications, and Rural Telephone Finance Cooperative, Mr. Prosser's lender, conspired to take down his companies into bankruptcy and collect millions in claims. The U.S. District Court of the Virgin Islands, Bankruptcy Division, approved the U.S. Trustee for Region 21's appointment of Stan Springel of Alvarez & Marsal as Chapter 11 Trustee of Innovative and Emerging Communications. Joseph Steinfeld, Jr., Esq., of Ask Financial, LLP, act as counsel to the Chapter 11 Trustee. INOVA TECHNOLOGY: $42 Million Backlogs of Awarded Contracts ----------------------------------------------------------- Inova Technology, through its wholly owned subsidiary, Desert Communications, has a current backlog of awarded contracts worth $42 million. Inova CEO, Adam Radly, said "The Company's contract backlog is very healthy and gives us and our stakeholders a lot of visibility into our future revenue. The majority of the contracts are for network solutions projects for school districts in the Texas area and involve funding from the federal Erate program. The sequence of events for Erate projects is as follows: * School districts request bids on a scope of work for specific projects * Companies like Desert Communications submit proposals * School Districts award the contract to winning bidder (all of the contracts referenced above have at least reached this level) * School districts attach the winning bid to the scope of work for the project and submit it to Erate for funding approval. * School districts receives funding * School districts and Desert schedule project implementation * Desert completes project. Approximately $12 million of the contracts have already been approved for funding and are in the process of being implemented or are scheduled to commence implementation. The remainder have been submitted for funding approval. All Erate projects move through the sequence outlined and each project is at a different stage. Investors and other interested parties should be aware that: * The sales cycle can range from 18 months to 36 months (or more) * Although Desert has been winning those contracts consistently for more than 10 years, there is no guarantee that Desert will continue to win those contracts in the future. * Some projects may not be approved for funding for many reasons. The awarded contracts include more than 100 projects for more than 20 school districts. Projects range in size from as little as $10,000 to more than $5 million. Some small projects may be completed within one to two weeks while other larger projects may be implemented over multiple months or years. As a result of this variability the Company plans to continue to announce the commencement and completion of major projects. Mr. Radly also said, "Now we have to start preparing for the next Erate selling season later this year. We are currently considering various expansion options that include targeting new regions both in and outside of Texas. We're also looking to diversify our revenue. We're in the process of assessing various opportunities involving the development of new proprietary solutions for schools. I look forward to providing more information about them soon." About Inova Technology Based in Las Vegas, Nevada, Inova Technology, Inc. (OTC BB: INVA) -- http://www.inovatechnology.com/-- through its subsidiaries, provides information technology (IT) consulting services in the United States. It also manufactures radio frequency identification (RFID) equipment; and provides computer network solutions. The company was formerly known as Edgetech Services Inc. and changed its name to Inova Technology, Inc., in 2007. The Company reported a net loss of $1.24 million for the year ended April 30, 2012, compared with a net loss of $3.35 million during the prior year. The Company's balance sheet at Jan. 31, 2013, showed $6.26 million in total assets, $20.73 million in total liabilities and a $14.46 million total stockholders' deficit. MaloneBailey, LLP, in Houston, Texas, issued a "going concern" qualification on the consolidated financial statements for the year ended April 30, 2012. The independent auditors noted that Inova incurred losses from operations for the years ended April 30, 2012, and 2011 and has a working capital deficit as of April 30, 2012, which raise substantial doubt about Inova's ability to continue as a going concern. JUST COMPUTERS: App. Ct. Reverses Dismissal of Cade Claims ---------------------------------------------------------- In the appellate case captioned as, JOHN CADE, Appellant, v. JACK L. STONE, INDIVIDUALLY AND D/B/A JUST COMPUTERS AND GMI, INC., A TEXAS CORPORATION, Appellees, Case No. 13-12-00630-CV, the Court of Appeals of Texas, Thirteenth District, reversed a trial court judgment rendered in an "action of debt" brought to revive a dormant judgment. On Oct. 28, 1998, Stone filed for Chapter 11 bankruptcy protection. Mr. Cade intervened in the proceedings to challenge the dischargeability of the debt Mr. Stone incurred by virtue of a 1993 default judgment awarding damages of nearly $39,000. The bankruptcy proceedings were eventually dismissed, pursuant to a motion by the U.S. Trustee, on Aug. 18, 2003. Mr. Cade's underlying suit was brought on Jan. 6, 2012, as an "action of debt" in order to revive the 1993 judgment. Mr. Stone answered and asserted there were no genuine issues of material fact. After a hearing, the trial court granted Stone's motion, denied Cade's motion, and dismissed all of Mr. Cade's claims. The appeal followed. A copy of the Appeals Court's June 12, 2013 Memorandum Opinion is available at http://is.gd/Qto4fEfrom Leagle.com. KINBASHA GAMING: Posts $11.7 Million Net Income in Fiscal 2013 -------------------------------------------------------------- Kinbasha Gaming International, Inc., filed with the U.S. Securities and Exchange Commission its annual report on Form 10-K disclosing net income of $11.69 million on $93.92 million of net revenues for the year ended March 31, 2013, as compared with a net loss of $6.02 million on $91.23 million of net revenues for the year ended March 31, 2012. As of March 31, 2013, the Company had $124.21 million in total assets, $154.56 million in total liabilities and a $30.34 million total shareholders' deficit. Marcum, LLP, in Los Angeles, CA, issued a "going concern" qualification on the consolidated financial statements for the year ended March 31, 2013. The independent auditors noted that the Company has incurred substantial losses, its current liabilities exceeds its current assets and the Company is delinquent on the repayment of its capital lease obligations and notes payable that raise substantial doubt about its ability to continue as a going concern. Unit's Bankruptcy Warning "Our operations are conducted through a 98% owned Japanese subsidiary, Kinbasha Co. Ltd. This subsidiary has been in this business since 1954. As of May 31, 2013, we had 21 pachinko parlors with 7,463 pachinko machines. Eighteen of our parlors are in the Japanese prefecture of Ibaraki, two are in the Tokyo metropolis, and one is in the prefecture of Chiba. We had net revenues of $91.2 million and $93.9 million in our fiscal years ended March 31, 2012 and 2013, respectively, and net loss of $6.0 million in fiscal year 2012 and net income of $11.6 million in fiscal year 2013. As of March 31, 2013, we had total debt of $132.3 million, of which $97.1 million of debt was in default ($77.6 million of principal and $19.5 million of interest and penalty interest). Because we do not have the financial resources to pay our defaulted debt, our creditors could force Kinbasha Japan into a liquidation bankruptcy, in which event we would lose our pachinko licenses and Kinbasha Japan would cease operations. However, most of this debt has been in default for up to seven years and to date no creditor has attempted to force us into a liquidation bankruptcy." A copy of the Form 10-K is available for free at: http://is.gd/5d6o0r About Kinbasha Gaming Westlake Village, California-based Kinbasha Gaming International, Inc., owns and operates retail gaming centers, commonly called "pachinko parlors," in Japan. These parlors, which resemble Western style casinos, offer customers the opportunity to play the games of chance known as pachinko and pachislo. Pachinko gaming is one of the largest entertainment business segments in Japan. These operations are conducted predominately through Kinbasha's 98% owned Japanese subsidiary, Kinbasha Co. Ltd. ("Kinbasha Japan"). Kinbasha Japan has been in this business since 1954. As of September 30, 2012, the Company operated 21 pachinko parlors, of which 18 were in the Japanese prefecture of Ibaraki, two were in the Tokyo metropolis, and one was in the Chiba prefecture. LAND SECURITIES: Court Sets Disclosure Statement Hrg. for Aug. 6 ---------------------------------------------------------------- The U.S. Bankruptcy Court for the District of Colorado will convene a hearing on August 6, 2013 at 3:00 p.m. to consider the adequacy of the Disclosure Statement describing the Joint Chapter 11 Plan of Reorganization of Land Securities Investors, Ltd., et al. The Plan provides for the specification and treatment of all creditors and interest holders of the Debtors. Priority claims will be paid in full. Unsecured claims will be amortized over 10 years and paid in full in monthly installments at 1% per annum with 7-year balloon. Contracts will be cured within 180 days and paid in the ordinary course of business. Interests will be retained by owners. The Disclosure Statement also describes varied treatment for Allowed Secured Claims held by lenders, taxing authorities and various suppliers. A copy of the Disclosure Statement, dated June 24, 2013, is available for free at: http://bankrupt.com/misc/LANDSECURITIES_DS.pdf Lee M. Kutner, Esq. -- lmk@kutnerlaw.com -- of Kutner Miller Brinen, P.C., in Denver, Colorado, acts as legal counsel to Land Securities Investors, Ltd. Jeffrey A. Weinman, Esq. -- weinman@weinmanpc.com -- of Weinman & Associates, P.C., in Denver, Colorado, acts as legal counsel to LSI Retail II, LLC and Conifer Town Center, LLC. About Land Securities Land Securities Investors, Ltd., LSI Retail II, LLC, and Conifer Town Center, LLC, sought Chapter 11 protection (Bankr. D. Colo. Case Nos. 13-11167, 13-1113, and 13-11135) in Denver on Jan. 29, 2013. Land Securities disclosed $46,978,954.37 in total assets and $29,616,097.77 in total liabilities. The Debtors are real estate developers and investors. The Office of the U.S. Trustee for Region 19 said that it was unable to appoint an official committee of unsecured creditors. LAUSELL INC: Plan Outline Hearing Moved Earlier to July 17 ---------------------------------------------------------- The hearing on the approval of the Disclosure Statement explaining the Plan of Lausell Inc. has been rescheduled to July 17, 2013, at 9:00 a.m. from the earlier set date of August 7, 2013. Objections to the Disclosure Statement should be in writing and served on the parties-in-interest no less than 14 days before the July 17 hearing. As reported in the June 19, 2013 edition of The Troubled Company Reporter, the Disclosure Statement relates that holders of allowed general unsecured claims (Class 6) in Lausell Inc. are impaired and will recover 2% of their claim amount. Payment of the Class 6 Claims will come from the $50,000 carve out to be reserved from the proceeds of the sale of the Debtor's assets to La Re. La Re, as Purchaser, will provide a Cash payment to fund the Plan sufficient to (i) settle in full the secured claims of First Bank Puerto Rico and Citibank, N.A., for $5,600,000, in Cash; (ii) and will assume certain of Debtor's debts for $3,080,489, including the claim of Puerto Rico Industrial Development Co. (Class 2). A full-text copy of the Disclosure Statement dated June 3, 2013, is available for free at: http://bankrupt.com/misc/LAUSELLds0603.pdf About Lausell Inc. Lausell, Inc., filed a bare-bones Chapter 11 petition (Bankr. D.P.R. Case No. 12-02918) on April 17, 2012, in Old San Juan, Puerto Rico. Lausell, also known as Aluminio Del Caribe, is a manufacturer of windows and doors. Bankruptcy Judge Mildred Caban Flores oversees the case. Charles Alfred Cuprill, Esq., at Charles A. Curpill, P.S.C. Law Offices, in San Juan, Puerto Rico, serves as counsel to the Debtor. The Bayamon, Puerto Rico-based company disclosed $34,059,950 in assets and liabilities of $24,489,414 in its amended schedules. LAUSELL INC: Cash Collateral Access Extended Thru July 31 --------------------------------------------------------- Lausell Inc. and its lenders, Firstbank Puerto Rico, and Citibank N.A., sought and obtained bankruptcy court approval of a stipulation for an extended cash collateral access for the Debtor through July 31, 2013. The total authorized use of Cash Collateral is $3,571,347. As adequate protection, the Banks are granted a replacement lien and a post-petition security interest on all of the assets and collateral acquired by the Debtor on or after the Petition Date. As additional adequate protection, the Banks are granted a super- priority claim in an amount equal to any diminution in value of their prepetition collateral. The Debtor and its affiliate La-Re 2, LLC have requested and reportedly obtained postpetition financing from Economic Development Bank in order to pay off the Loans with the Banks, in a DPO transaction for the reduced amount of $5.6 million. The Banks stipulate to allow the Debtor and La-Re the time to finalize its loan application process with EDB. Firstbank is represented by Rafael A. Gonzalez Valiente, Esq., of LATIMER, BIAGGI, RACHID & GODREAU, in San Juan, Puerto Rico. Citibank N.A. is represented by Jose F. Cardona Jimenez, Esq., of CARDONA JIMENEZ LAW OFFICE, in San Juan, Puerto Rico. About Lausell Inc. Lausell, Inc., filed a bare-bones Chapter 11 petition (Bankr. D.P.R. Case No. 12-02918) on April 17, 2012, in Old San Juan, Puerto Rico. Lausell, also known as Aluminio Del Caribe, is a manufacturer of windows and doors. Bankruptcy Judge Mildred Caban Flores oversees the case. Charles Alfred Cuprill, Esq., at Charles A. Curpill, P.S.C. Law Offices, in San Juan, Puerto Rico, serves as counsel to the Debtor. The Bayamon, Puerto Rico-based company disclosed $34,059,950 in assets and liabilities of $24,489,414 in its amended schedules. LDK SOLAR: Sells 25 Million Ordinary Shares to Fulai ---------------------------------------------------- LDK Solar Co., Ltd., sold 25,000,000 newly issued ordinary shares to Fulai Investments Limited, at a purchase price of $1.03 per share with an aggregate purchase price of $25,750,000, pursuant to the share purchase agreement dated April 25, 2013. About LDK Solar LDK Solar Co., Ltd. -- http://www.ldksolar.com-- based in Hi- Tech Industrial Park, Xinyu City, Jiangxi Province, People's Republic of China, is a vertically integrated manufacturer of photovoltaic products, including high-quality and low-cost polysilicon, solar wafers, cells, modules, systems, power projects and solutions. LDK Solar was incorporated in the Cayman Islands on May 1, 2006, by LDK New Energy, a British Virgin Islands company wholly owned by Xiaofeng Peng, LDK's founder, chairman and chief executive officer, to acquire all of the equity interests in Jiangxi LDK Solar from Suzhou Liouxin Industry Co., Ltd., and Liouxin Industrial Limited. LDK Solar Co disclosed a net loss of $1.05 billion on $862.88 million of net sales for the year ended Dec. 31, 2012, as compared with a net loss of $608.95 million on $2.15 billion of net sales for the year ended Dec. 31, 2011. As of March 31, 2013, the Company had $4.99 billion in total assets, $5.29 billion in total liabilities, $356.60 million in redeemable non-controlling interests and a $660.58 million total deficit. KPMG, in Hong Kong, China, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2012. The independent auditors noted that the Group has a net working capital deficit and a deficit in total equity as of Dec. 31, 2012, and is restricted from incurring additional indebtedness as it has not met a financial covenant ratio as defined in the indenture governing the RMB-denominated US$-settled senior notes. These conditions raise substantial doubt about the Group's ability to continue as a going concern. LEHMAN BROTHERS: Franklin Funds Buy $300MM in Claims vs. LBI ------------------------------------------------------------ Linda Sandler, writing for Bloomberg News, reports that Franklin Mutual Advisers LLC funds bought more than $300 million in claims on defunct brokerage Lehman Brothers Inc. from Deutsche Bank AG's London branch, according to filings in U.S. Bankruptcy Court in Manhattan. According to the report, the claims were part of an original amount of $4 billion, the transfer documents show. Last month, Lehman Brothers International (Europe) sold at least $749 million of a $4 billion claim against the brokerage to Deutsche Bank, filings show. The claim became saleable after affiliates of defunct investment bank Lehman Brothers Holdings Inc. settled disputes over how much they could demand from one another and their parent. The brokerage has been paying its former customers and is preparing to pay other creditors. About Lehman Brothers Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was the fourth largest investment bank in the United States. For more than 150 years, Lehman Brothers has been a leader in the global financial markets by serving the financial needs of corporations, governmental units, institutional clients and individuals worldwide. Lehman Brothers filed for Chapter 11 bankruptcy Sept. 15, 2008 (Bankr. S.D.N.Y. Case No. 08-13555). Lehman's bankruptcy petition disclosed US$639 billion in assets and US$613 billion in debts, effectively making the firm's bankruptcy filing the largest in U.S. history. Several other affiliates followed thereafter. Additional units, Merit LLC, LB Somerset LLC and LB Preferred Somerset LLC, sought for bankruptcy protection in December 2009 or more than a year after LBHI and its other affiliates filed their bankruptcy cases. The Debtors' bankruptcy cases are handled by Judge James M. Peck. Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife, Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil, Gotshal & Manges, LLP, in New York, represent Lehman. Epiq Bankruptcy Solutions serves as claims and noticing agent. Dennis F. Dunne, Esq., Evan Fleck, Esq., and Dennis O'Donnell, Esq., at Milbank, Tweed, Hadley & McCloy LLP, in New York, serve as counsel to the Official Committee of Unsecured Creditors. Houlihan Lokey Howard & Zukin Capital, Inc., is the Committee's investment banker. On Sept. 19, 2008, the Honorable Gerard E. Lynch, Judge of the U.S. District Court for the Southern District of New York, entered an order commencing liquidation of Lehman Brothers, Inc., pursuant to the provisions of the Securities Investor Protection Act (Case No. 08-CIV-8119 (GEL)). James W. Giddens has been appointed as trustee for the SIPA liquidation of the business of LBI The Bankruptcy Court has approved Barclays Bank Plc's purchase of Lehman Brothers' North American investment banking and capital markets operations and supporting infrastructure for US$1.75 billion. Nomura Holdings Inc., the largest brokerage house in Japan, purchased LBHI's operations in Europe for US$2 plus the retention of most of employees. Nomura also bought Lehman's operations in the Asia Pacific for US$225 million. International Operations Collapse Lehman Brothers International (Europe), the principal UK trading company in the Lehman group, was placed into administration, together with Lehman Brothers Ltd, LB Holdings PLC and LB UK RE Holdings Ltd. Tony Lomas, Steven Pearson, Dan Schwarzmann and Mike Jervis, partners at PricewaterhouseCoopers LLP, have been appointed as joint administrators to Lehman Brothers International (Europe) on September 15, 2008. The joint administrators have been appointed to wind down the business. Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan Inc. filed for bankruptcy in the Tokyo District Court on Sept. 16. Lehman Brothers Japan Inc. reported about JPY3.4 trillion (US$33 billion) in liabilities in its petition. Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by Lehman Brothers Holdings, Inc., and other insolvency and bankruptcy proceedings undertaken by its affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) LEHMAN BROTHERS: To Appoint 2 More Mediators -------------------------------------------- Lehman Brothers Holdings Inc. received the green light from Judge James Peck to appoint Stephen Crane and Jane Greenspan as additional mediators for disputes with creditors that have reached the mediation stage. Lehman needs two more mediators to speed up the settlement of claims that stem from derivatives contracts. As of May 31, Lehman has recovered more than $1.5 billion for claims that were settled through what it calls "alternative dispute resolution" process. Some of those claims were settled through mediation. The mediation is conducted in accordance with Judge James Peck's Sept. 17, 2009 order, which authorized Lehman to implement the Alternative dispute resolution process for prosecuting its claims under derivative contracts with monetary recovery potential. About Lehman Brothers Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was the fourth largest investment bank in the United States. For more than 150 years, Lehman Brothers has been a leader in the global financial markets by serving the financial needs of corporations, governmental units, institutional clients and individuals worldwide. Lehman Brothers filed for Chapter 11 bankruptcy Sept. 15, 2008 (Bankr. S.D.N.Y. Case No. 08-13555). Lehman's bankruptcy petition disclosed US$639 billion in assets and US$613 billion in debts, effectively making the firm's bankruptcy filing the largest in U.S. history. Several other affiliates followed thereafter. Affiliates Merit LLC, LB Somerset LLC and LB Preferred Somerset LLC sought for bankruptcy protection in December 2009. The Debtors' bankruptcy cases are handled by Judge James M. Peck. Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife, Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil, Gotshal & Manges, LLP, in New York, represent Lehman. Epiq Bankruptcy Solutions serves as claims and noticing agent. Dennis F. Dunne, Esq., Evan Fleck, Esq., and Dennis O'Donnell, Esq., at Milbank, Tweed, Hadley & McCloy LLP, in New York, serve as counsel to the Official Committee of Unsecured Creditors. Houlihan Lokey Howard & Zukin Capital, Inc., is the Committee's investment banker. On Sept. 19, 2008, the Honorable Gerard E. Lynch of the U.S. District Court for the Southern District of New York, entered an order commencing liquidation of Lehman Brothers, Inc., pursuant to the provisions of the Securities Investor Protection Act (Case No. 08-CIV-8119 (GEL)). James W. Giddens has been appointed as trustee for the SIPA liquidation of the business of LBI. The Bankruptcy Court approved Barclays Bank Plc's purchase of Lehman Brothers' North American investment banking and capital markets operations and supporting infrastructure for US$1.75 billion. Nomura Holdings Inc., the largest brokerage house in Japan, purchased LBHI's operations in Europe for US$2 plus the retention of most of employees. Nomura also bought Lehman's operations in the Asia Pacific for US$225 million. Lehman emerged from bankruptcy protection on March 6, 2012, more than three years after it filed the largest bankruptcy in U.S. history. The Chapter 11 plan for the Lehman companies other than the broker was confirmed in December 2011. Lehman made its first payment of $22.5 billion to creditors in April 2012 and a second payment of $10.2 billion on Oct. 1. A third distribution is set for around March 30, 2013. The brokerage is yet to make a first distribution to non-customers. Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by Lehman Brothers Holdings, Inc., and other insolvency and bankruptcy proceedings undertaken by its affiliates. LEHMAN BROTHERS: LBI Files Interim Report for October to June ------------------------------------------------------------- The trustee of Lehman Brothers Holdings Inc.'s brokerage filed an interim report in connection with the liquidation of the brokerage under the Securities Investor Protection Act. The 22-page report, which covers the period from October 25, 2012, to June 14, 2013, noted how the LBI Trustee overcame the remaining obstacles to achieve his goal: 100% distributions to all customers while maximizing value for general creditors. According to the report, 100% distributions to more than 400 customers with allowed claims are now underway. When combined with account transfers to 110,000 others, customer distributions will exceed $105 billion, by far the largest customer distribution in history. The report also noted these accomplishments in the past eights months: * Reached two separate agreements, which are now final, settling all intercompany claims between the brokerage and Lehman Brothers International (Europe), and between the brokerage and Lehman Brothers Holdings. These agreements reduced claims of more than $64 billion to $28 billion, and while they impact tens of thousands of underlying customers and creditors, were, when presented to the court, subject to no pending objection. * Obtained bankruptcy court approval for the allocation of some $25 billion dollars of cash and securities to the fund of customer property and to the general estate, and the establishment of a methodology for the treatment of post-petition dividends and interest. This allocation, which was unprecedented in its complexity, impacts all customers and general creditors of the estate, yet was also presented to the bankruptcy court without any pending objection. * Litigated through oral argument before the United States Court of Appeals for the Second Circuit the $8 billion dispute with Barclays Capital Inc. while maintaining substantial reserves for the disputed assets. * Briefed and conducted oral argument before the bankruptcy court on the important but unsettled issue of whether claims arising from repurchase agreements are entitled to customer treatment under SIPA. * Successfully resolved more than 400 non-affiliate customer claims, including the expungement of duplicative claims of LBIE clients totaling in the billions of dollars, and continued to advance settlement negotiations with the brokerage's international affiliates. * Materially advanced the process of determining the validity and allowed amounts of all general creditor claims, including filing over 80 omnibus objections to general creditor claims. * Reduced staff, technology, and other estate costs consistent with the duty to liquidate the business. A full-text copy of the report is available without charge at http://bankrupt.com/misc/LBHI_LBI9thReport.pdf About Lehman Brothers Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was the fourth largest investment bank in the United States. For more than 150 years, Lehman Brothers has been a leader in the global financial markets by serving the financial needs of corporations, governmental units, institutional clients and individuals worldwide. Lehman Brothers filed for Chapter 11 bankruptcy Sept. 15, 2008 (Bankr. S.D.N.Y. Case No. 08-13555). Lehman's bankruptcy petition disclosed US$639 billion in assets and US$613 billion in debts, effectively making the firm's bankruptcy filing the largest in U.S. history. Several other affiliates followed thereafter. Affiliates Merit LLC, LB Somerset LLC and LB Preferred Somerset LLC sought for bankruptcy protection in December 2009. The Debtors' bankruptcy cases are handled by Judge James M. Peck. Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife, Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil, Gotshal & Manges, LLP, in New York, represent Lehman. Epiq Bankruptcy Solutions serves as claims and noticing agent. Dennis F. Dunne, Esq., Evan Fleck, Esq., and Dennis O'Donnell, Esq., at Milbank, Tweed, Hadley & McCloy LLP, in New York, serve as counsel to the Official Committee of Unsecured Creditors. Houlihan Lokey Howard & Zukin Capital, Inc., is the Committee's investment banker. On Sept. 19, 2008, the Honorable Gerard E. Lynch of the U.S. District Court for the Southern District of New York, entered an order commencing liquidation of Lehman Brothers, Inc., pursuant to the provisions of the Securities Investor Protection Act (Case No. 08-CIV-8119 (GEL)). James W. Giddens has been appointed as trustee for the SIPA liquidation of the business of LBI. The Bankruptcy Court approved Barclays Bank Plc's purchase of Lehman Brothers' North American investment banking and capital markets operations and supporting infrastructure for US$1.75 billion. Nomura Holdings Inc., the largest brokerage house in Japan, purchased LBHI's operations in Europe for US$2 plus the retention of most of employees. Nomura also bought Lehman's operations in the Asia Pacific for US$225 million. Lehman emerged from bankruptcy protection on March 6, 2012, more than three years after it filed the largest bankruptcy in U.S. history. The Chapter 11 plan for the Lehman companies other than the broker was confirmed in December 2011. Lehman made its first payment of $22.5 billion to creditors in April 2012 and a second payment of $10.2 billion on Oct. 1. A third distribution is set for around March 30, 2013. The brokerage is yet to make a first distribution to non-customers. Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by Lehman Brothers Holdings, Inc., and other insolvency and bankruptcy proceedings undertaken by its affiliates. LEHMAN BROTHERS: Locke, et al., Final Fee Applications Approved --------------------------------------------------------------- The U.S. Bankruptcy Court in Manhattan approved the final fee applications of Locke Lord LLP and two other firms hired in connection with Lehman Brothers Holdings Inc.'s Chapter 11 case. Professional Period Fees Expenses ------------ ------ -------- -------- Locke Lord LLP 09/15/08 to $1,561,069 $0 03/06/12 Quinn Emanuel Urquhart 09/17/08 to $39,141,694 $0 & Sullivan LLP 03/05/12 Windels Marx Lane & 09/15/08 to $4,317,597 $0 Mittendorf LLP 03/06/12 LBI SIPA Professionals The U.S. Bankruptcy Court in Manhattan approved the applications filed by Hughes Hubbard & Reed LLP and two other firms for interim allowance of fees and reimbursement of expenses: Professional Period Fees Expenses ------------ ------ -------- -------- Hughes Hubbard & Reed LLP 03/01/12 to $24,795,838 $189,208 06/30/12 Hughes Hubbard & Reed LLP 07/01/12 to $37,183,203 $336,274 02/28/13 Levine Lee LLP 02/01/13 to $485,166 $745 04/30/13 Norton Rose LLP 01/29/13 to $453,929 $24,484 04/30/13 The Securities Investor Protection Corp. expressed support for the allowance of the firms' fees and reimbursement of their expenses. About Lehman Brothers Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was the fourth largest investment bank in the United States. For more than 150 years, Lehman Brothers has been a leader in the global financial markets by serving the financial needs of corporations, governmental units, institutional clients and individuals worldwide. Lehman Brothers filed for Chapter 11 bankruptcy Sept. 15, 2008 (Bankr. S.D.N.Y. Case No. 08-13555). Lehman's bankruptcy petition disclosed US$639 billion in assets and US$613 billion in debts, effectively making the firm's bankruptcy filing the largest in U.S. history. Several other affiliates followed thereafter. Affiliates Merit LLC, LB Somerset LLC and LB Preferred Somerset LLC sought for bankruptcy protection in December 2009. The Debtors' bankruptcy cases are handled by Judge James M. Peck. Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife, Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil, Gotshal & Manges, LLP, in New York, represent Lehman. Epiq Bankruptcy Solutions serves as claims and noticing agent. Dennis F. Dunne, Esq., Evan Fleck, Esq., and Dennis O'Donnell, Esq., at Milbank, Tweed, Hadley & McCloy LLP, in New York, serve as counsel to the Official Committee of Unsecured Creditors. Houlihan Lokey Howard & Zukin Capital, Inc., is the Committee's investment banker. On Sept. 19, 2008, the Honorable Gerard E. Lynch of the U.S. District Court for the Southern District of New York, entered an order commencing liquidation of Lehman Brothers, Inc., pursuant to the provisions of the Securities Investor Protection Act (Case No. 08-CIV-8119 (GEL)). James W. Giddens has been appointed as trustee for the SIPA liquidation of the business of LBI. The Bankruptcy Court approved Barclays Bank Plc's purchase of Lehman Brothers' North American investment banking and capital markets operations and supporting infrastructure for US$1.75 billion. Nomura Holdings Inc., the largest brokerage house in Japan, purchased LBHI's operations in Europe for US$2 plus the retention of most of employees. Nomura also bought Lehman's operations in the Asia Pacific for US$225 million. Lehman emerged from bankruptcy protection on March 6, 2012, more than three years after it filed the largest bankruptcy in U.S. history. The Chapter 11 plan for the Lehman companies other than the broker was confirmed in December 2011. Lehman made its first payment of $22.5 billion to creditors in April 2012 and a second payment of $10.2 billion on Oct. 1. A third distribution is set for around March 30, 2013. The brokerage is yet to make a first distribution to non-customers. Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by Lehman Brothers Holdings, Inc., and other insolvency and bankruptcy proceedings undertaken by its affiliates. LEHMAN BROTHERS: Trustee, LBIE Ink Deal to Settle Claims Dispute ---------------------------------------------------------------- The trustee of Lehman Brothers Holdings Inc.'s brokerage and the administrators of Lehman Brothers International (Europe) inked an agreement to end their dispute over the treatment of claims filed by the company's European unit. The agreement calls for the dismissal of the litigation related to their dispute over the treatment of LBIE's so-called omnibus claim and house claim. A copy of the agreement is available for free at http://is.gd/Q6C87E LBIE filed the omnibus claim on behalf of its customers to recover up to $15.1 billion in customer property. Meanwhile, the company's house claim is based upon transactions in U.S. securities conducted through its proprietary accounts that the Lehman brokerage maintained while acting as the U.S. hub for the global Lehman enterprise. The parties entered into the agreement after the Lehman trustee obtained court approval on April 16 to settle LBIE's claim. Under that deal, the company would receive a $4 billion unsecured claim, and a $9 billion customer claim, down from the $24 billion it originally wanted. LBIE is represented by: Timothy Graulich, Esq. Michael Russano, Esq. DAVIS POLK & WARDWELL LLP 450 Lexington Avenue New York, New York 10017 Tel: (212) 450-4000 Fax: (212) 450-3800 Email: timothy.graulich@davispolk.com michael.russano@davispolk.com About Lehman Brothers Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was the fourth largest investment bank in the United States. For more than 150 years, Lehman Brothers has been a leader in the global financial markets by serving the financial needs of corporations, governmental units, institutional clients and individuals worldwide. Lehman Brothers filed for Chapter 11 bankruptcy Sept. 15, 2008 (Bankr. S.D.N.Y. Case No. 08-13555). Lehman's bankruptcy petition disclosed US$639 billion in assets and US$613 billion in debts, effectively making the firm's bankruptcy filing the largest in U.S. history. Several other affiliates followed thereafter. Affiliates Merit LLC, LB Somerset LLC and LB Preferred Somerset LLC sought for bankruptcy protection in December 2009. The Debtors' bankruptcy cases are handled by Judge James M. Peck. Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife, Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil, Gotshal & Manges, LLP, in New York, represent Lehman. Epiq Bankruptcy Solutions serves as claims and noticing agent. Dennis F. Dunne, Esq., Evan Fleck, Esq., and Dennis O'Donnell, Esq., at Milbank, Tweed, Hadley & McCloy LLP, in New York, serve as counsel to the Official Committee of Unsecured Creditors. Houlihan Lokey Howard & Zukin Capital, Inc., is the Committee's investment banker. On Sept. 19, 2008, the Honorable Gerard E. Lynch of the U.S. District Court for the Southern District of New York, entered an order commencing liquidation of Lehman Brothers, Inc., pursuant to the provisions of the Securities Investor Protection Act (Case No. 08-CIV-8119 (GEL)). James W. Giddens has been appointed as trustee for the SIPA liquidation of the business of LBI. The Bankruptcy Court approved Barclays Bank Plc's purchase of Lehman Brothers' North American investment banking and capital markets operations and supporting infrastructure for US$1.75 billion. Nomura Holdings Inc., the largest brokerage house in Japan, purchased LBHI's operations in Europe for US$2 plus the retention of most of employees. Nomura also bought Lehman's operations in the Asia Pacific for US$225 million. Lehman emerged from bankruptcy protection on March 6, 2012, more than three years after it filed the largest bankruptcy in U.S. history. The Chapter 11 plan for the Lehman companies other than the broker was confirmed in December 2011. Lehman made its first payment of $22.5 billion to creditors in April 2012 and a second payment of $10.2 billion on Oct. 1. A third distribution is set for around March 30, 2013. The brokerage is yet to make a first distribution to non-customers. Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by Lehman Brothers Holdings, Inc., and other insolvency and bankruptcy proceedings undertaken by its affiliates. LEHMAN BROTHERS: Cadwalader Inks Deal to Settle Claim ----------------------------------------------------- The trustee of Lehman Brothers Holdings Inc.'s brokerage signed an agreement to settle the claims of Cadwalader Wickersham & Taft LLP. Under the deal, Cadwalader can assert a $7.4 million claim against the brokerage, down from the $10.1 million claim it originally wanted. In return, Cadwalader agreed to release all other claims it has against the brokerage. The agreement was approved by Judge James Peck on June 24. A copy of the agreement is available for free at http://is.gd/ttAnBA Cadwalader Wickersham can be reached at: John H. Thompson Kathryn M. Borgeson 700 Sixth Street, N.W. Washington, DC 20001 Tel: (202) 862-2200 Fax: (202) 862-2400 Email: johnh.thompson@cwt.com kathryn.borgeson@cwt.com About Lehman Brothers Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was the fourth largest investment bank in the United States. For more than 150 years, Lehman Brothers has been a leader in the global financial markets by serving the financial needs of corporations, governmental units, institutional clients and individuals worldwide. Lehman Brothers filed for Chapter 11 bankruptcy Sept. 15, 2008 (Bankr. S.D.N.Y. Case No. 08-13555). Lehman's bankruptcy petition disclosed US$639 billion in assets and US$613 billion in debts, effectively making the firm's bankruptcy filing the largest in U.S. history. Several other affiliates followed thereafter. Affiliates Merit LLC, LB Somerset LLC and LB Preferred Somerset LLC sought for bankruptcy protection in December 2009. The Debtors' bankruptcy cases are handled by Judge James M. Peck. Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife, Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil, Gotshal & Manges, LLP, in New York, represent Lehman. Epiq Bankruptcy Solutions serves as claims and noticing agent. Dennis F. Dunne, Esq., Evan Fleck, Esq., and Dennis O'Donnell, Esq., at Milbank, Tweed, Hadley & McCloy LLP, in New York, serve as counsel to the Official Committee of Unsecured Creditors. Houlihan Lokey Howard & Zukin Capital, Inc., is the Committee's investment banker. On Sept. 19, 2008, the Honorable Gerard E. Lynch of the U.S. District Court for the Southern District of New York, entered an order commencing liquidation of Lehman Brothers, Inc., pursuant to the provisions of the Securities Investor Protection Act (Case No. 08-CIV-8119 (GEL)). James W. Giddens has been appointed as trustee for the SIPA liquidation of the business of LBI. The Bankruptcy Court approved Barclays Bank Plc's purchase of Lehman Brothers' North American investment banking and capital markets operations and supporting infrastructure for US$1.75 billion. Nomura Holdings Inc., the largest brokerage house in Japan, purchased LBHI's operations in Europe for US$2 plus the retention of most of employees. Nomura also bought Lehman's operations in the Asia Pacific for US$225 million. Lehman emerged from bankruptcy protection on March 6, 2012, more than three years after it filed the largest bankruptcy in U.S. history. The Chapter 11 plan for the Lehman companies other than the broker was confirmed in December 2011. Lehman made its first payment of $22.5 billion to creditors in April 2012 and a second payment of $10.2 billion on Oct. 1. A third distribution is set for around March 30, 2013. The brokerage is yet to make a first distribution to non-customers. Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by Lehman Brothers Holdings, Inc., and other insolvency and bankruptcy proceedings undertaken by its affiliates. LEHMAN BROTHERS: Settles Oracle's $7.2-Mil. Claim ------------------------------------------------- Lehman Brothers Holdings Inc. signed an agreement to settle Oracle America Inc.'s $7.2 million claim. Under the agreement, Oracle can assert an administrative expense claim against the company in the amount of $2,549. The agreement is available for free at http://is.gd/kYFWdB The $7.2 million claim stemmed from the companies' software license agreement, which was rejected under the terms of Lehman's Chapter 11 plan. Oracle America Inc. is represented by: Deborah K. Miller, Esq. 500 Oracle Pkwy, MS 5op7 Redwood Shores, CA 94065 Telephone: (650) 506-5200 About Lehman Brothers Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was the fourth largest investment bank in the United States. For more than 150 years, Lehman Brothers has been a leader in the global financial markets by serving the financial needs of corporations, governmental units, institutional clients and individuals worldwide. Lehman Brothers filed for Chapter 11 bankruptcy Sept. 15, 2008 (Bankr. S.D.N.Y. Case No. 08-13555). Lehman's bankruptcy petition disclosed US$639 billion in assets and US$613 billion in debts, effectively making the firm's bankruptcy filing the largest in U.S. history. Several other affiliates followed thereafter. Affiliates Merit LLC, LB Somerset LLC and LB Preferred Somerset LLC sought for bankruptcy protection in December 2009. The Debtors' bankruptcy cases are handled by Judge James M. Peck. Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife, Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil, Gotshal & Manges, LLP, in New York, represent Lehman. Epiq Bankruptcy Solutions serves as claims and noticing agent. Dennis F. Dunne, Esq., Evan Fleck, Esq., and Dennis O'Donnell, Esq., at Milbank, Tweed, Hadley & McCloy LLP, in New York, serve as counsel to the Official Committee of Unsecured Creditors. Houlihan Lokey Howard & Zukin Capital, Inc., is the Committee's investment banker. On Sept. 19, 2008, the Honorable Gerard E. Lynch of the U.S. District Court for the Southern District of New York, entered an order commencing liquidation of Lehman Brothers, Inc., pursuant to the provisions of the Securities Investor Protection Act (Case No. 08-CIV-8119 (GEL)). James W. Giddens has been appointed as trustee for the SIPA liquidation of the business of LBI. The Bankruptcy Court approved Barclays Bank Plc's purchase of Lehman Brothers' North American investment banking and capital markets operations and supporting infrastructure for US$1.75 billion. Nomura Holdings Inc., the largest brokerage house in Japan, purchased LBHI's operations in Europe for US$2 plus the retention of most of employees. Nomura also bought Lehman's operations in the Asia Pacific for US$225 million. Lehman emerged from bankruptcy protection on March 6, 2012, more than three years after it filed the largest bankruptcy in U.S. history. The Chapter 11 plan for the Lehman companies other than the broker was confirmed in December 2011. Lehman made its first payment of $22.5 billion to creditors in April 2012 and a second payment of $10.2 billion on Oct. 1. A third distribution is set for around March 30, 2013. The brokerage is yet to make a first distribution to non-customers. Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by Lehman Brothers Holdings, Inc., and other insolvency and bankruptcy proceedings undertaken by its affiliates. LIFE CARE: Case Summary & 20 Largest Unsecured Creditors -------------------------------------------------------- Debtor: Life Care St. Johns, Inc. dba Glenmoor 235 Towerview Drive St. Augustine, FL 32092 Bankruptcy Case No.: 13-04158 Chapter 11 Petition Date: July 3, 2013 Court: U.S. Bankruptcy Court Middle District of Florida (Jacksonville) Judge: Jerry A. Funk Debtor's Counsel: Richard R. Thames, Esq. STUTSMAN THAMES & MARKEY, P.A. 50 N. Laura Street, Suite 1600 Jacksonville, FL 32202-3614 Tel: (904) 358-4000 E-mail: rrt@stmlaw.net - and - Eric N. McKay, Esq. STUTSMAN THAMES & MARKEY, P.A. 50 North Laura Street, Suite 1600 Jacksonville, FL 32202 Tel: (904) 358-4000 Fax: (904) 358-4001 E-mail: enm@stmlaw.net Estimated Assets: $10,000,001 to $50,000,000 Estimated Debts: $50,000,001 to $100,000,000 The petition was signed by D. Bruce Jones, CEO. Debtor's List of Its 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Series 2006(a) Bondholders, as Blanket Lien on $55,550,000 Described on the attached listing Company Assets Series 2006(b) Bondholders, as Blanket Lien on $4,000,000 Described on the attached listing Company Assets Refund Queue Holder 75% Refund $423,900 Contract No. 1019 Refund Queue Holder 90% Refund $415,143 Contract No. 1023 Refund Queue Holder 90% Refund $364,725 Contract No. 1008 Refund Queue Holder 75% Refund $364,125 Contract No. 1011 Refund Queue Holder 90% Refund $359,910 Contract No. 1003 Refund Queue Holder 75% Refund $357,825 Contract No. 1010 Refund Queue Holder 90% Refund $341,910 Contract No. 1002 Refund Queue Holder 75% Refund $313,650 Contract No. 1027 Refund Queue Holder 90% Refund $311,940 Contract No. 1015 Refund Queue Holder 75% Refund $296,250 Contract No. 1029 Refund Queue Holder 75% Refund $296,250 Contract No. 1009 Refund Queue Holder 90% Refund $292,590 Contract No. 1022 Refund Queue Holder 90% Refund $283,720 Contract No. 1020 Refund Queue Holder 90% Refund $274,016 Contract No. 1017 Refund Queue Holder 90% Refund $265,500 Contract No. 1001 Refund Queue Holder 90% Refund $260,910 Contract No. 1012 Refund Queue Holder 90% Refund $260,261 Contract No. 1024 Refund Queue Holder 90% Refund $256,163 Contract No. 1005 LIFE UNIFORM: Gets Final Court Nod on $20.44-Mil. DIP Financing --------------------------------------------------------------- Judge Kevin J. Carey gave Life Uniform Holding Corp., et al., final authority to obtain a financing arrangement with CapitalSource Finance LLC, as administrative agent, and certain lender parties. The Debtors are authorized under the DIP Facility to consummate a Roll-Up of their outstanding balance in the Prepetition Credit Facility and to borrow up to $20,441,000, plus amounts contemplated to be funded on the Commitment Termination Date as a senior secured revolving credit facility. The DIP Loan proceeds will be used solely for working capital and genral corporate purposes; payment of costs of administration of their Chapter 11 cases; and payment in full of pre-bankruptcy debt. In exchange for the financing forwarded, the DIP Agent is afforded first priority and perfected liens -- subject only to a carve-out and permitted prior liens -- on all of the Debtors' property. The DIP Agent is also granted superpriority administrative claim status in respect of all DIP Obligations, subject to the Carve- Out. The Debtors are also granted access to the cash collateral in which prepetition secured lenders have an interest. The Prepetition Lenders are granted replacement liens to the extent of any diminution in value of the Cash Collateral. Counsel to CapitalSource Finance LLC is Jeffrey L. Jonas, Esq. -- jjonas@brownrudnick.com -- of Brown Rudnick LLP; and Jeffrey C. Wisler, Esq. -- jwisler@connollygallagher.com -- of Connolly Gallagher LLP. 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: Auction for Assets Set for July 24 ------------------------------------------------ Judge Kevin J. Carey approved proposed sale procedures for the sale substantially all of the operating assets of Healthcare Uniform Company, Inc. and Uniform City National, Inc. The deadline for submission of bids for the Assets is July 19, 2013, at 4:00 p.m. prevailing Eastern Time. The Debtors are authorized to conduct an auction of the Assets pursuant to the approved Sale Procedures. If more than one bid is received, the Auction will take place on July 24, 2013, at 10:00 a.m. prevailing Eastern Time. If however, no qualified bid is received, no auction will not be held and the Debtors will seek Court approval of the sale of the Assets to Scrubs & Beyond LLC. The Debtors previously negotiated a stalking horse asset purchase agreement dated May 29, 2013 for the Asset Sale for $22.6 million. A $678,750 Break-Up Fee has also been approved, which amount will be payable to Scrubs & Beyond in the event another bidder wins at the auction. A sale hearing is scheduled for July 26, 2013, at 10:00 a.m. prevailing Eastern Time. Moreover, the Court authorized to the U.S. Trustee, if it so chooses, to appoint a consumer privacy ombudsman. Subject to further Court order, the Ombudsman, if appointed, will perform certain functions and will file a report seven days prior to the Sale Hearing. Counsel to the Debtors is Domenic E. Pacitti, Esq., of Klehr Harrison Harvey Branzburg LLP. Counsel to Scrubs and Beyond is Vincent J. Marriott, III, Esq. -- Marriott@ballardspahr.com -- of Ballard Sphahr LLP. Counsel to the U.S. Trustee is Benjamin Hackman, Esq. -- Benjamin.A.Hackman@usdoj.gov Counsel to the Unsecured Creditors Committee is Jay R. Indyke, Esq. -- jindyke@cooley.com -- of Cooley LLP; and William E. Chipman, Jr., Esq. -- chipman@ccbllp.com -- of Counsins, Chipman & Brown, LLP. 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. LIGHTSQUARED INC: Seeks Approval to Hire Pillsbury as Counsel ------------------------------------------------------------- LightSquared Inc. seeks approval from U.S. Bankruptcy Judge Shelley Chapman to hire Pillsbury Winthrop Shaw Pittman LLP as its special counsel. Pillsbury was initially hired by the company as "ordinary course professional." Its fees, however, are expected to exceed the $500,000 fee cap for an OCP, which prompted the company to seek approval to hire the firm pursuant to section 327(e) of the Bankruptcy Code. The firm will continue to provide the same services, which include negotiations with other satellite operators in connection with international frequency coordination; participation in standards development; discussions with federal government agencies concerning spectrum management; and regulatory compliance for existing and proposed operations, including export control. Pillsbury will be paid on an hourly basis and will receive reimbursement for work-related expenses. Its hourly rates range from $670 to $715 for partners, $610 to $640 for counsel, $415 to $610 for associates, and $215 to $280 for paraprofessionals. The firm does not hold or represent any interest adverse to LightSquared's estates, according to a declaration by Bruce Jacobs, Esq., a partner at Pillsbury. About LightSquared Inc. LightSquared Inc. and 19 of its affiliates filed Chapter 11 bankruptcy petitions (Bankr. S.D.N.Y. Lead Case No. 12-12080) on May 14, 2012, to resolve regulatory issues that have prevented it from building its coast-to-coast integrated satellite 4G wireless network. LightSquared had invested more than $4 billion to deploy an integrated satellite-terrestrial network. In February 2012, however, the U.S. Federal Communications Commission told LightSquared the agency would revoke a license to build out the network as it would interfere with global positioning systems used by the military and various industries. In March 2012, the Company's partner, Sprint, canceled a master services agreement. LightSquared's lenders deemed the termination of the Sprint agreement would trigger cross-defaults under LightSquared's prepetition credit agreements. LightSquared and its prepetition lenders attempted to negotiate a global restructuring that would provide LightSquared with liquidity and runway necessary to resolve its issues with the FCC. Despite working diligently and in good faith, however, LightSquared and the lenders were not able to consummate a global restructuring on terms acceptable to all interested parties. Lawyers at Milbank, Tweed, Hadley & McCloy LLP serve as counsel to the Debtors. Alvarez & Marsal North America, LLC, is the financial advisor. Kurtzman Carson Consultants LLC serves as claims and notice agent. LIGHTSQUARED INC: Strikes Back at Dish and Ad Hoc Group ------------------------------------------------------- Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that LightSquared Inc. struck back at a secured lender group by filing papers this week contending that an agreement governing exclusive plan-filing right should be declared null and void because competitor Dish Networks Corp. surreptitiously bought control of the secured debt. According to the report, in June, the ad hoc secured lender group filed court papers saying that LightSquared violated the exclusivity agreement by filing to negotiate with Dish after receiving a $2 billion cash offer. The ad hoc group said it has $1.38 billion in debt. In this week's filing, LightSquared argues that the agreement is void because lenders unaffiliated with Dish now command only 30 percent of the ad hoc group. LightSquared characterizes the exclusivity as designed to allow the company to negotiate a reorganization plan with the lenders. Now that Dish control the group, LightSquared says the ad hoc committee is bent on allowing Dish "to pay as little as possible" for the company. The report notes that there will be a July 16 hearing where the bankruptcy court will sort out the dispute and decide which side, if either, violated the agreement. The ad hoc group contends that the company is "continuing to stall these cases for the benefit of the debtors' majority shareholder," Harbinger Capital Partners LLC. The lenders say the Dish offer would be sufficient to pay secured creditors in full. Exactly how LightSquared or the ad hoc group violated the agreement is unclear because critical parts of the documents are under seal. LightSquared was authorized to hire Jefferies Group LLC to arrange financing paying off LightSquare'd debt in full. The report discloses that full payment would enable Philip Falcone's Harbinger to retain ownership. Existing lenders have been contending with Harbinger over control of LightSquared's Chapter 11 reorganization. About LightSquared Inc. LightSquared Inc. and 19 of its affiliates filed Chapter 11 bankruptcy petitions (Bankr. S.D.N.Y. Lead Case No. 12-12080) on May 14, 2012, to resolve regulatory issues that have prevented it from building its coast-to-coast integrated satellite 4G wireless network. LightSquared had invested more than $4 billion to deploy an integrated satellite-terrestrial network. In February 2012, however, the U.S. Federal Communications Commission told LightSquared the agency would revoke a license to build out the network as it would interfere with global positioning systems used by the military and various industries. In March 2012, the Company's partner, Sprint, canceled a master services agreement. LightSquared's lenders deemed the termination of the Sprint agreement would trigger cross-defaults under LightSquared's prepetition credit agreements. LightSquared and its prepetition lenders attempted to negotiate a global restructuring that would provide LightSquared with liquidity and runway necessary to resolve its issues with the FCC. Despite working diligently and in good faith, however, LightSquared and the lenders were not able to consummate a global restructuring on terms acceptable to all interested parties. Lawyers at Milbank, Tweed, Hadley & McCloy LLP serve as counsel to the Debtors. Alvarez & Marsal North America, LLC, is the financial advisor. Kurtzman Carson Consultants LLC serves as claims and notice agent. An Ad Hoc Secured Group of LightSquared LP Lenders is represented by White & Case LLP's Glenn M. Kurtz, Esq., and Thomas E. Lauria, Esq. LLS AMERICA: Engaged in Ponzi Scheme & Insolvent From Inception --------------------------------------------------------------- Bankruptcy Judge Patricia C. Williams filed a Report and Recommendation regarding the Motion for Partial Summary Judgment on Common Issues filed by the Chapter 11 Trustee for LLS America LLC with the bankruptcy court in the adversary proceeding captioned as, BRUCE P. KRIEGMAN, solely in his capacity as court- appointed Chapter 11 Trustee for LLS America, LLC Plaintiff(s), v. MARK BIGELOW, et al., Defendant(s), Adv. Proc. No. 11-80299 (Bankr. E.D. Wash.). A copy of Judge Williams' July 1, 2013 Report and Recommendation is availabl at http://is.gd/ONojyqfrom Leagle.com. In the summer of 2011, the Chapter 11 Trustee filed approximately 225 adversary proceedings seeking to recover funds transferred from the debtor to hundreds of "investors" or "lenders" as fraudulent transfers. A few of the adversary proceedings sought recovery from defendants who were not investors or lenders, but had other relationships with the debtor. The trustee confirmed a chapter 11 plan on October 25, 2012. That plan devotes the proceeds of recovery in the adversary proceedings to the repayment of creditors. Many of the defendants were residents of Canada and various decisions were rendered concerning service of process and jurisdiction. The defendants and, on occasion, the plaintiff, requested that final judgment in many of the adversary proceedings be entered by the district court and those cases will be tried before that court. Some of the adversaries will be tried before the bankruptcy court. The adversary proceedings were consolidated for the purpose of determining the "common issues" identified by the parties and the court, i.e., whether a Ponzi scheme occurred and when insolvency began. Those adversary proceedings not subject to the consolidation will be resolved separately by the bankruptcy court. Non-common issues remain to be determined in each particular adversary proceeding, such as the effect of the applicable statute of limitations to each defendant, whether that defendant has a defense to the trustee's claims, and an accounting to determine the amount of any recovery by the trustee. "It is the bankruptcy court's report and recommendation that the Plaintiff's Motion for Partial Summary Judgment . . . be granted. The evidence conclusively demonstrates that this debtor engaged in a Ponzi scheme, and that the debtor was insolvent from its inception in 1997 to the 2009 bankruptcy. No genuine issues of material fact exist regarding these conclusions," Judge Williams said. "The only conclusion possible is that this debtor engaged in a Ponzi scheme. Not only was the essential nature demonstrated by the expert testimony, i.e., the only significant source of repayment to earlier lenders were the funds received from later lenders, but many of the common characteristics of Ponzi schemes are present." About Little Loan Shoppe LLS America LLC, doing business as Little Loan Shoppe, operated an online payday loan business. Affiliate Team Spirit America provided the manpower, management and equipment for Little Loan Shoppe. The companies are among a multitude of Canadian and American business entities owned and operated by Doris E. Nelson, a/k/a Dee Nelson, a/k/a Dee Foster. Investors claimed Ms. Nelson operated a Ponzi scheme. Ms. Nelson allegedly told investors they could earn as much as 60% on money her companies used to make payday loans to consumers. American and Canadian investors bought notes worth US$29 million and another C$26,000,000. However, the investors received no payments after March 2009. One investor group placed a related company, LLS-A LLC, into bankruptcy in July 10, 2009. LLS America LLC filed for bankruptcy (Bankr. D. Nev. Case No. 09-23021) on July 21, 2009, before Judge Linda B. Riegle. Gregory E. Garman, Esq., at Gordon Silver, served as the Debtor's counsel. In its petition, the Debtor disclosed $2,661,584 in assets and $24,013,837 in debts. The petition was signed by Ralph Gamble, CEO of the Company. The case was subsequently moved to Washington state (Bankr. E.D. Wash. Case No. 09-06194). Charles Hall was appointed as examiner in the case. MAJESCOR RESOURCES: AMF Issues Management Cease Trade Order ----------------------------------------------------------- Majescor Resources Inc. on July 4 disclosed that it has been granted a Management Cease Trade Order by its principal regulator, the Autorite des Marches Financiers, and as such, the AMF has accepted the Company's request for such MCTO. As previously announced on June 28, 2013 by way of news release, the application for the MCTO was made by the Company in respect to the late filing of the Company's annual financial statements, accompanying management's discussion and analysis and related CEO and CFO certifications for the financial year ended February 28, 2013, which were to be filed at the latest on June 28, 2013. The MCTO restricts all trading in securities of the Company, whether direct or indirect, by the Chief Executive Officer, the Chief Financial Officer and the directors of the Company until such time as the 2013 Annual Financial Statements have been filed by the Company. The MCTO does not affect the ability of shareholders who are not insiders of the Company to trade their securities. However, the applicable Canadian securities regulatory authorities could determine, in their discretion, that it would be appropriate to issue a general cease trade order against the Company affecting all of the securities of the Company. As previously announced, the Company was not in a position to timely file its 2013 Annual Financial Statements, primarily as a result of additional time required for its auditors to complete the audit of the Company's annual financial statements. The Company's board of directors and its management confirm that they are working expeditiously with the Company's auditors to meet the Company's obligations relating to the filing of the 2013 Annual Financial Statements and the Company continues to expect to file the 2013 Annual Financial Statements on or before July 26, 2013. The Company confirms that it will satisfy the provisions of the alternative information guidelines under Policy Statement 12-203 respecting Cease Trade Orders for Continuous Disclosure Defaults for so long as it remains in default as a result of the late filing of the 2013 Annual Financial Statements. During the period of default, the Company will issue bi-weekly default status reports in the form of further news releases, which will also be filed on SEDAR. The Company confirms that there are no insolvency proceedings against it as of the date of this news release. The Company also confirms that there is no other material information concerning the affairs of the Company that has not been generally disclosed as of the date of this news release. About Majescor Resources Inc. Majescor Resources Inc. is a junior explorer focusing on emerging mineral districts. Majescor's portfolio of exploration projects includes the Besakoa gold, base metal and graphite property in Madagascar (50%-50% joint venture with Sunridge Gold Corp.; on April 30, 2013, Majescor entered into a non-binding Letter Agreement with Olympic Resources Ltd. and Sunridge Gold Corp. whereby the Company and Sunridge agree to sell their respective 50% interest in Daraina Exploration S.A.R.L. to Olympic) and the Mistassini uranium exploration project in Quebec (under joint- venture:40 % Majescor and 60% Strateco Resources Inc.). In the Republic of Haiti, Majescor, through its 100%-held subsidiary Simact Alliance Copper-Gold Inc., holds a majority interest SOMINE SA, a registered Haitian Company. SOMINE SA in turn holds 100% mineral rights to the Douvray porphyry copper-gold project and the Faille B gold project located in the Northeast mineral district of Haiti, near the port-city of Cap-Haitian. The Douvray and Faille B projects are each covered by a five-year renewable Mining Exploitation Permit awarded to SOMINE SA on December 21, 2012 and are collectively covered by a Mining Convention executed with the State of Haiti on May 5, 2005 and valid until March 9, 2020. On January 15, 2013, Majescor published the first NI 43-101 compliant mineral Resource estimate for the Douvray porphyry copper-gold project (Inferred Mineral Resource of 189.5 Mt grading 0.30% Cu, 0.05 g/t Au, 1.12 g/t Ag and 23.05 g/t Mo at a base cut-off of 0.1% Cu). MANDALAY DIGITAL: Incurs $14.2-Mil. Net Loss in Fiscal 2013 ----------------------------------------------------------- Mandalay Digital Group, Inc., formerly NeuMedia, Inc., filed on July 1, 2013, its annual report on Form 10-K for the fiscal year ended March 31, 2013. SingerLewak LLP, in Los Angeles, California, expressed substantial doubt about Mandalay Digital's ability to continue as a going concern, citing the Company's recurring losses from operations, negative cash flows from operations, and negative working capital. The Company reported a net loss of $14.2 million on $6.0 million of net revenues in fiscal 2013, compared with a net loss of $30.7 million on $7.2 million of net revenues in fiscal 2012. The Company's balance sheet at March 31, 2013, showed $12.5 million in total assets, $11.7 million in total liabilities, and stockholders' equity of $737,000. A copy of the Form 10-K is available at http://is.gd/oMsEWr Los Angeles-based Mandalay Digital Group, Inc., is an established provider of mobile services enabling mobile content distribution and transactions serving mobile operators, end consumers, and original equipment manufacturers (OEM's) of mobile devices and tablets. MARGAUX CO: Court Issued Final Decree Closing Chap. 11 Case ----------------------------------------------------------- The U.S. Bankruptcy Court for the Northern District of Texas has entered a final decree closing the Chapter 11 case of Margaux Oro Partners, LLC. The final decree, dated May 31, 2013, was issued upon the application and a post-confirmation report submitted by the Debtor. Donald Silverman, manager of the Debtor, related that the Debtor's Plan of Reorganization, as confirmed by the Court, has been fully administered. The Effective Date of the Plan occurred on Jan. 17, 2013. He disclosed that the transfer of any property proposed by the Plan has been substantially consummated; distribution to creditors whose claims have been allowed have commenced; all sums payable to the Clerk of Court have been paid and all sums payable to the Office of the U.S. Trustee will be paid in a timely fashion; all orders on fees and claims objections have become final; and professional fees and expenses totaling $59,699 have been allowed. About Margaux Oro Dallas, Texas-based Margaux Oro Partners, LLC, owns 83,400 square foot Plaza Del Oro Shopping Center in Cockrell Hill, Dallas County, Texas. The Company filed for Chapter 11 bankruptcy protection (Bankr. N.D. Tex. Case No. 11-30337) on Jan. 11, 2011. Vickie L. Driver, Esq., Alexandra P. Olenczuk, Esq., and Courtney J. Hull at Coffin & Driver, PLLC, in Dallas, serves as the Debtor's bankruptcy counsel. No creditors' committee was appointed in the case. In its schedules, the Debtor disclosed $13,171,602 in assets and $10,934,144 in liabilities as of the petition date. Donald Lewis Silverman, the sole manager of the Debtor, filed a voluntary petition for personal relief under Chapter 7 of the Bankruptcy Code (Bankr. N.D. Tex. Case No. 10-31785). Mr. Silverman received his discharge on Nov. 12, 2010. MAXCOM TELECOMUNICACIONES: Reaches New Takeover Deal With Ventura ----------------------------------------------------------------- Crayton Harrison, writing for Bloomberg News, reports that Maxcom Telecomunicaciones SAB said it reached a new accord with Ventura Capital Privado SA and a group of debt holders that will lead to a restructuring and Ventura's takeover of the Mexican phone carrier. According to the report, Ventura and related parties will offer 2.90 pesos a share for Maxcom and will contribute $45 million in capital to the company, according to a statement July 3. The report notes that bondholders representing $84 million of Maxcom's $200 million in notes due next year agreed to a Chapter 11 bankruptcy plan that includes a swap for debt maturing in 2020. The report discloses that the pact gives Maxcom a second chance to improve its ability to compete in Mexico after debt holders rejected a previous Ventura takeover attempt in April. Maxcom has less than 5 percent of Mexico's landline phone market, compared with about 80 percent for America Movil SAB, controlled by billionaire Carlos Slim. Maxcom climbed 2.1 percent to 4.43 pesos July 3 in Mexico City, where it is based. About Maxcom Maxcom Telecomunicaciones, S.A.B. de C.V., headquartered in Mexico City, Mexico, is a facilities-based telecommunications provider using a "smart-build" approach to deliver last-mile connectivity to micro, small and medium-sized businesses and residential customers in the Mexican territory. Maxcom launched commercial operations in May 1999 and is currently offering local, long distance, data, value-added, paid TV and IP-based services on a full basis in greater metropolitan Mexico City, Puebla, Tehuacan, San Luis, and Queretaro, and on a selected basis in several cities in Mexico. MCCLATCHY COMPANY: Bestinver Held 15% A Shares at June 28 --------------------------------------------------------- In a Schedule 13G filing with the U.S. Securities and Exchange Commission, Bestinver Gestion S.A., SGIIC, disclosed that, as of June 28, 2013, it beneficially owned 9,208,283 Class A common stock of The McClatchy Company representing 15.01 percent of the shares outstanding. A copy of the regulatory filing is available for free at http://is.gd/lBPgMZ About The McClatchy Company Sacramento, Cal.-based The McClatchy Company (NYSE: MNI) -- http://www.mcclatchy.com/-- is the third largest newspaper company in the United States, publishing 30 daily newspapers, 43 non-dailies, and direct marketing and direct mail operations. McClatchy also operates leading local Web sites in each of its markets which extend its audience reach. The Web sites offer users comprehensive news and information, advertising, e-commerce and other services. Together with its newspapers and direct marketing products, these interactive operations make McClatchy the leading local media company in each of its premium high growth markets. McClatchy-owned newspapers include The Miami Herald, The Sacramento Bee, the Fort Worth Star-Telegram, The Kansas City Star, The Charlotte Observer, and The News & Observer (Raleigh). The McClatchy incurred a net loss of $144,000 in 2012, as compared with net income of $54.38 million in 2011. The Company's balance sheet at March 31, 2013, showed $2.84 billion in total assets, $2.81 billion in total liabilities, and $32.83 million in stockholders' equity. * * * McClatchy carries a 'Caa1' corporate family rating from Moody's Investors Service. In May 2011, Moody's changed the rating outlook from stable to positive following the company's announcement that it closed on the sale of land in Miami for $236 million. The outlook change reflects Moody's expectation that McClatchy will utilize the net proceeds to reduce debt, including its underfunded pension position, which will reduce leverage by approximately half a turn and lower required contributions to the pension plan over the next few years. McClatchy Co. carries a 'B-' Corporate Credit Rating from Standard & Poor's Ratings Services. MERCANTILE BANCORP: Shareholder Objects to Quick Bank Sale ---------------------------------------------------------- Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that Mercantile Bancorp Inc. filed for Chapter 11 protection on June 27 and scheduled a July 27 hearing for the bankruptcy court in Delaware to consider approval of procedures for selling the bank subsidiary. Mercantile owns the three-branch Mercantile Bank. The company's two other bank subsidiaries were previously taken over by regulators. Mercantile lined up United Community Bancorp Inc. to be the stalking horse making the first bid at auction for the bank subsidiary. Chatham, Illinois-based United Community is offering $22.3 million in cash, less the amount necessary to pay liabilities to the Federal Deposit Insurance Corp. arising from the failure of the two other banks. According to the report, Mercantile shareholder HoldCo Advisors LP already filed papers opposing the sale to United Community. HoldCo said the sale uses a "sub-optimal structure that destroys value" for shareholders and the FDIC. Once the FDIC is repaid, HoldCo estimates nothing to at most $5 million will be available to Mercantile creditors, mostly made up of $61.9 million owing on junior subordinated debentures. HoldCo predicts sale will bring a recovery between 1 percent and 11 percent. HoldCo's court filing includes a proposal for an alternative transaction, avoiding the proposed sale it says would principally benefit the purchaser and the FDIC. If the FDIC's losses on the other two bank subsidiaries are less than estimated, the savings shouldn't go to the purchaser, as HoldCo says would occur under the Mercantile proposal. The report discloses that HoldCo specializes in investing in holding companies for banks in financial trouble. Mercantile's petition shows assets and debt both exceeding $50 million. About Mercantile Bancorp Mercantile Bancorp -- http://www.mercbanx.com/-- is a Quincy, Illinois-based bank holding company with wholly owned subsidiaries consisting of one bank in Illinois and one each in Kansas and Florida, where the Company conducts full-service commercial and consumer banking business, engages in mortgage banking, trust services and asset management, and provides other financial services and products. The Company also operated Mercantile Bank branch offices in Missouri and Indiana. On Aug. 10, 2011, the Illinois Division of Banking released a Consent Order that Mercantile Bank, the Federal Deposit Insurance Corporation, and the Division entered into as of July 28, 2011. Under the Order, Mercantile Bank will cease operating with all money transmitters and currency businesses providing brokerage, sale or exchange of non-United States currency for deposit customers. Furthermore, Mercantile Bank may not enter into a new line of business without the prior written consent of the FDIC and the Division. Mercantile Bancorp filed a Chapter 11 petition (Bankr. D. Del. Case No. 13-11634) on June 27, 2013. The petition shows assets and debt both exceeding $50 million. Liabilities include $61.9 million owing on junior subordinated debentures. Mercantile stopped paying interest on the debentures in 2009, since then running up $14 million in unpaid interest. MERCANTILE BANCORP: Meeting to Form Creditors' Panel on July 15 --------------------------------------------------------------- Roberta A. DeAngelis, United States Trustee for Region 3, will hold an organizational meeting on July 15, 2013, at 11:00 a.m. in the bankruptcy case of Mercantile Bancorp, Inc. The meeting will be held at: J. Caleb Boggs Federal Building 844 King Street, Room 5209 Wilmington DE 19801 The sole purpose of the meeting will be to form a committee or committees of unsecured creditors in the Debtors' case. The organizational meeting is not the meeting of creditors pursuant to Section 341 of the Bankruptcy Code. A representative of the Debtor, however, may attend the Organizational Meeting, and provide background information regarding the bankruptcy cases. To increase participation in the Chapter 11 proceeding, Section 1102 of the Bankruptcy Code requires that the United States Trustee appoint a committee of unsecured creditors as soon as practicable. The Committee ordinarily consists of the persons, willing to serve, that hold the seven largest unsecured claims against the debtor of the kinds represented on the committee. Section 1103 of the Bankruptcy Code provides that the Committee may consult with the debtor, investigate the debtor and its business operations and participate in the formulation of a plan of reorganization. The Committee may also perform other services as are in the interests of the unsecured creditors whom it represents. About Mercantile Bancorp Quincy, Illinois-based Mercantile Bancorp -- http://www.mercbanx.com/-- is a holding company that owns the three-branch Mercantile Bank. The company's two other bank subsidiaries were previously taken over by regulators. Mercantile Bancorp filed a Chapter 11 petition (Bankr. D. Del. Case No. 13-11634) on June 27, 2013. In its petition, the Company listed debt of more than $50 million and assets of less than $50 million. Liabilities include $61.9 million owing on junior subordinated debentures. Mercantile stopped paying interest on the debentures in 2009, since then running up $14 million in unpaid interest. Mercantile has lined up United Community Bancorp Inc. to be the stalking horse making the first bid at auction for the bank subsidiary. Chatham, Illinois-based United Community is offering $22.3 million in cash, less the amount necessary to pay liabilities to the Federal Deposit Insurance Corp. arising from the failure of the two other banks. MERITAGE HOMES: S&P Revises Outlook to Positive & Affirms 'B+' CCR ------------------------------------------------------------------ Standard & Poor's Ratings Services said it revised its outlook on Meritage Homes Corp. to positive from stable. At the same time S&P affirmed its 'B+' corporate credit and senior unsecured note ratings. The '3' recovery rating remains unchanged on the $800 million in aggregate senior unsecured notes. "The positive outlook reflects our expectations that the company's homebuilding operations will continue to improve with revenue growth and significantly stronger earnings, supported by the steady recovery in the housing market, particularly in the markets Meritage operates," said credit analyst Kenny Tang. "In our view, this should result in improved key credit metrics. We estimate debt-to-EBITDA should decline to the low- to mid-5x area in 2013 and could improve to 4x in 2014." "Our positive outlook represents our expectation that the company's credit metrics will likely strengthen within the next 18 months as rising volume and selling prices drive improved profitability and cash flow generation that would ultimately lower leverage. We would consider raising the rating to 'BB-' if the company exceeds our projections and maintains its leverage (total debt to EBITDA) at 4.0x or below in addition to improvements in profitability such as EBITDA margin exceeding 10%. We would revise the outlook back to stable if the housing recovery loses traction and the leverage improvements we expect fail to materialize. Although unlikely in the near-term, would lower the rating if housing conditions were to weaken, resulting in leverage remaining elevated and liquidity becoming constrained," S&P noted. MF GLOBAL: Judges Approve Settlement That Frees Up $1B ----------------------------------------------------- Joseph Checkler writing for Dow Jones' DBR Small Cap reports that two federal judges on Wednesday approved a key settlement between J.P. Morgan Chase & Co. and customers of bankrupt MF Global Holdings Ltd. that should free up more than $1 billion for the customers of the defunct brokerage. 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. MFM DELAWARE: Wants to Hire Gregg Stewart as Interim CFO -------------------------------------------------------- MFM Delaware, Inc., and MFM Industries, Inc., ask the U.S. Bankruptcy Court for the District of Delaware for the entry of an order authorizing and approving, effective as of June 5, 2013: (i) the letter agreement with Rinnovo Management LLC, pursuant to which Rinnovo Management LLC has agreed to provide Mr. Gregg Stewart to serve as the Debtors' Interim Chief Financial Officer and (ii) the retention of Mr. Stewart, and granting a waiver of the requirements of Local Bankruptcy Rule 2016-2. Mr. Stewart is the sole employee of Rinnovo. Mr. Stewart will perform the ordinary course duties as the Debtors' interim CFO, until a successor is appointed. Pursuant to the Rinnovo Agreement, Mr. Stewart will provide the following services, among others, to the Debtors: A. assist the Debtors in identifying, analyzing, and evaluating near term options for the Debtors, including performing a brief assessment of the Debtors to evaluate: (i) the viability of the Debtors' current business model, from both an operational and financial point of view; and (ii) the Debtors' current financial condition and determine what steps should be taken (operationally and financially) to improve business performance; B. assist management in the creation of a business plan; C. assist and/or negotiate directly with trade customers or creditors in an effort to identify solutions and maintain continued support throughout the bankruptcy process; D. assist management in identifying profit and cash improvement projects; E. assist in managing cash flow; F. assist the Debtors and their investment banker in a Section 363 asset sale transaction; and G. provide financial support in the preparation of Schedules, Statement of Financial Affairs, and in responding to requests for information by the Committee and the United States Trustee. To the best of the Debtors' knowledge and based upon the Stewart Declaration, Rinnovo and Mr. Stewart are each a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The Debtors have agreed to compensate Rinnovo for Mr. Stewart's professional services at the rate of $2,200 per day, billed in quarter-day increments, plus reimbursement of normal, reasonable out-of-pocket operating and travel expenses, which should approximate $1,000 per week. Rinnovo will also be eligible for a management value enhancement bonus based on a successful outcome of the assignment to be negotiated at a future date. Under the Rinnovo Agreement, the Debtors are required to pay Mr. Stewart an advance deposit of $12,000, which is approximately one week's wages and expenses. About MFM Industries Cat litter maker MFM Delaware, Inc., and affiliate MFM Industries, Inc. sought Chapter 11 protection (Bankr. D. Del. Case No. 13-11359 and 13-11360) on May 28, 2013. Founded in 1964 as a clay-based absorbents supplier, MFM is supplier of cat litter in the U.S. The company produces 100,000 tons of cat litter a year, representing 1 percent of the total market. Its private label market share is 20 percent. The company's cat litter products are comprised of a blend of fuller's earth clay, sodium bentonite and scenting properties. Clay is supplied from a leased clay mine in Ocala, Florida, and is transported five miles away to the company's manufacturing plant in Reddick, Florida. Direct Capital Partners, LLC, acquired a majority stake in the Company in 1997. MFM DELAWARE: Final Hearing on DIP Motion Adjourned to July 16 -------------------------------------------------------------- The U.S. Bankruptcy Court for the District of Delaware late last month entered a second interim order (i) authorizing MFM Delaware, Inc., and MFM Industries, Inc., to incur postpetition secured indebtedness; (ii) authorizing the Debtors to enter into ratification agreements with Bibby Financial Services (Midwest), Inc., and Crossroads Financial, LLC; (iii) authorizing the use of cash collateral. On May 29, 2013, the Court issued its First Interim Order granting the DIP Motion on an interim basis. On June 23, 2013, the Official Committee of Unsecured Creditors filed an objection to the DIP Motion. The Second Interim Order modifies the relief granted in the First Interim Order, as follows: 1) Subject to the terms and conditions of the Second Interim Order (including paragraph 14 regarding any of Industries's funds that were, as of the Petition Date, subject to a writ of garnishment served by Terex Financial Services, Inc., on Community Bank & Trust, or CB&T), the Debtors are authorized to use cash collateral of the Pre-petition Lenders until the earlier of: (i) July 23, 2013; or (ii) the date the Court enters a final order granting this Motion. 2) The final hearing on the DIP Motion is adjourned to July 16, 2013, at 9:30 a.m. Except for the foregoing amendment and the adjournment of the Final Hearing, all other terms and conditions of the First Interim Order remain unchanged. The objections of the Committee are preserved in full and will be heard at the Final Hearing. In the Committee objection, the Committee cited: * First, the most basic information concerning the BFS Agreement, the BFS Ratification, the Crossroads Agreement and the Crossroads Ratification is missing. * Second, the Financing Motion and the declaration in support of the Financing Motion are devoid of any efforts undertaken by the Debtors to secure alternative financing. * Third, BFS and Crossroads are not providing new financing to the Debtors. To the contrary, BFS and Crossroads seek to roll up old, pre-petition indebtedness into post-petition liens. * Fourth, should a final order be entered on the Financing Motion, the Committee (and any other party) will be foreclosed from investigating the validity, extent and priority of BFS's and Crossroads' pre-petition liens. * Fifth, upon information and belief, the pre-petition lenders already are adequately protected and do not require super priority administrative status. * Sixth, certain of the other terms of the Proposed Lender Documentation and the Debtors' proposed final order granting the Financing Motion, should not be permitted. * Seventh, the Financing Motion seeks approval of a carve out that will benefit certain of the professionals employed by the Debtors, but not the Committee. About MFM Industries Cat litter maker MFM Delaware, Inc., and affiliate MFM Industries, Inc. sought Chapter 11 protection (Bankr. D. Del. Case No. 13-11359 and 13-11360) on May 28, 2013. Founded in 1964 as a clay-based absorbents supplier, MFM is supplier of cat litter in the U.S. The Company produces 100,000 tons of cat litter a year, representing 1 percent of the total market. Its private label market share is 20 percent. The company's cat litter products are comprised of a blend of fuller's earth clay, sodium bentonite and scenting properties. Clay is supplied from a leased clay mine in Ocala, Florida, and is transported five miles away to the company's manufacturing plant in Reddick, Florida. Direct Capital Partners, LLC, acquired a majority stake in the Company in 1997. MFM DELAWARE: Committee Retaining Gavin/Solmonese as Fin'l Advisor ------------------------------------------------------------------ The Official Committee of Unsecured Creditors of MFM Delaware, Inc., and MFM Industries, Inc., asks the U.S. Bankruptcy Court for the District of Delaware for authority to retain Gavin/Solmonese LLC as financial advisor to the Committee nunc pro tunc to June 6, 2013. Gavin/Solmonese will provide, among others these financial advisory services: A) Reviewing and analyzing the businesses, management, operations, properties, financial condition and prospects of the Debtors; B) Reviewing and analyzing historical financial performance, and transactions between and among the Debtors, their creditors, affiliates and other entities; C) Reviewing the assumptions underlying the business plans and cash flow projections for the assets involved in any potential asset sale or plan of reorganization; and D) Determining the reasonableness of the projected performance of the Debtors, both historically and future. To the best of the Committee's knowledge, information and belief, Gavin/Solmonese has no connection with, holds no interest adverse to, the Debtors, their estates, their creditors, or any party in interest in the cases, nor to the best of the Committee's knowledge does Gavin/Solmonese hold any interest adverse to the interests of the Committee or Debtors' creditors. Gavin/Solmonese's professionals will charge at these hourly rates: Edward T. Gavin, CTP $600 Wayne P. Weitz $475 Jeremy P. Valentin $275 From time to time other Gavin/Solmonese professionals may be involved in the cases as needed. Their hourly rates range from $250 to $650 per hour. About MFM Industries Cat litter maker MFM Delaware, Inc., and affiliate MFM Industries, Inc., sought Chapter 11 protection (Bankr. D. Del. Case No. 13-11359 and 13-11360) on May 28, 2013. Founded in 1964 as a clay-based absorbents supplier, MFM is supplier of cat litter in the U.S. The Company produces 100,000 tons of cat litter a year, representing 1 percent of the total market. Its private label market share is 20 percent. The company's cat litter products are comprised of a blend of fuller's earth clay, sodium bentonite and scenting properties. Clay is supplied from a leased clay mine in Ocala, Florida, and is transported five miles away to the company's manufacturing plant in Reddick, Florida. Direct Capital Partners, LLC, acquired a majority stake in the Company in 1997. MORGANS HOTEL: Yucaipa Cancels Exchange Agreement ------------------------------------------------- Morgans Hotel Group Co., on June 27, 2013, received a notice of termination from Yucaipa American Alliance Fund II, L.P., Yucaipa American Alliance (Parallel) Fund II, L.P., and Yucaipa Aggregator Holdings, LLC, purporting to terminate the putative Exchange Agreement, dated as of March 30, 2013, by and between Yucaipa and the Company pursuant to Section 8.1.4 of the Agreement. Yucaipa claims that based on, among other things, the Company's failure to respond to a June 30, 2013, demand by Yucaipa that the Board of Directors of Morgans approve or ratify the Agreement, OTK Associates, LLC's public statements to the effect that its candidates to the Company's Board of Directors will prevent the transactions contemplated by the Agreement from occurring, and OTK's pursuit of an amended and supplemental complaint alleging that the Agreement and related agreements are void, it appears to Yucaipa that the Board has withdrawn its approval of the contemplated Transactions and the Company has breached or repudiated its representations, warranties and covenants in the Agreement. In its notice, Yucaipa made demand for a termination fee of $9 million pursuant to the Agreement. In addition, on June 27, 2013, Yucaipa and Vintage Deco Hospitality LLC filed a complaint against the Company and Morgans Group LLC in the Supreme Court of the State of New York in the County of New York alleging, among other things, that the Company had refused to use commercially reasonable best efforts to close the Agreement and related putative agreements comprising the Transactions, and that there has "effectively" been a withdrawal or adverse modification of the approval of the Transactions by the Board. Alternatively, Plaintiffs contend that the Company breached certain representations and warranties under the contracts comprising the Transactions. Plaintiffs have asserted claims for, among other things, breach of contract, breach of the covenant of good faith and fair dealing and breach of representation and warranty. The complaint seeks, among other things, an award of damages equal to a termination fee of $9 million, as well as payment of out-of-pocket costs, indemnification in excess of $1 million, pre-judgment interest and attorney's fees. The Company believes that the notice of termination and complaint are without merit and is considering all of its options. About Morgans Hotel Group Based in New York, Morgans Hotel Group Co. (Nasdaq: MHGC) -- http://www.morganshotelgroup.com/-- is widely credited as the creator of the first "boutique" hotel and a continuing leader of the hotel industry's boutique sector. Morgans Hotel Group operates and owns, or has an ownership interest in, Morgans, Royalton and Hudson in New York, Delano and Shore Club in South Beach, Mondrian in Los Angeles and South Beach, Clift in San Francisco, Ames in Boston, and Sanderson and St Martins Lane in London. Morgans Hotel Group and an equity partner also own the Hard Rock Hotel & Casino in Las Vegas and related assets. Morgans Hotel Group also manages hotels in Isla Verde, Puerto Rico and Playa del Carmen, Mexico. Morgans Hotel Group has other property transactions in various stages of completion, including projects in SoHo, New York and Palm Springs, California. The Company incurred a net loss attributable to common stockholders of $66.81 million in 2012, a net loss attributable to common stockholders of $95.34 million in 2011, and a net loss attributable to common stockholders of $89.96 million in 2010. The Company's balance sheet at March 31, 2013, showed $583.62 million in total assets, $731.82 million in total liabilities, $6.32 million in redeemable noncontrolling interest of discontinued operations and a $154.52 million total deficit. MOUNTAIN PROVINCE: Updates Mineral Estimate for Gahcho Kue ---------------------------------------------------------- Mountain Province Diamonds Inc. announced the results of an updated independent mineral resource estimate for the Gahcho Kue diamond project located in Canada's Northwest Territories. Following completion of the Tuzo Deep drill program in 2012, which was managed by the Gahcho Kue project operator, De Beers Canada Inc., an updated National Instrument (NI) 43-101 resource estimate for Tuzo Deep has been prepared by Mineral Services Canada Inc. This estimate incorporates information from geological data updates completed since the previous NI 43-101 Technical Report released in 2009. The 2009 resource estimate for Tuzo Deep is included for reference purposes. Commenting, Mountain Province President and CEO, Patrick Evans said: "The updated Tuzo Deep resource estimate indicates an approximate 12% percent increase in the Gahcho Kue indicated resource from 30.2 million tonnes to 33.8 million tonnes and an approximate 90% increase in inferred resource from 6 million tonnes to 11.3 million tonnes. The diamond content of the indicated resource increased by approximately 12% from 50.5 million carats to 56.6 million carats and the diamond content of the inferred resource increased by approximately 80% from 10.3 million carats to 18.5 million carats. The reasons for these increases are the upgrading of the 300 to 360 meter zone in Tuzo from inferred resource to indicated resource and also the inclusion of the newly defined Tuzo inferred resource from a depth of 360 meters to 564 meters below surface, which was delineated during the 2011/12 Tuzo Deep drill program." Mr. Evans added: "All the Gahcho Kue kimberlites remain open to depth and Mountain Province is in active discussions with De Beers to evaluate a follow-up Tuzo Deep drill program to test the further depth extension of the Tuzo kimberlite between 564 meters and 750 meters". The full Mineral Services NI 43-101 Technical Report for Tuzo Deep will be published on SEDAR, and on the Company's Web site www.mountainprovince.com, as soon as it becomes available. The Qualified Person for the updated Tuzo Deep estimate is Mr. Tom Nowicki, PhD, P Geo, a Mineral Services employee. The estimation and classification of the mineral resources conform to industry- best practices and meet the requirements of CIM (2005). A copy of the press release is available for free at: http://is.gd/d6COU0 About Mountain Province Headquartered in Toronto, Canada, Mountain Province Diamonds Inc. (TSX: MPV, NYSE AMEX: MDM) -- http://www.mountainprovince.com/-- is a Canadian resource company in the process of permitting and developing a diamond deposit known as the "Gahcho Kue Project" located in the Northwest Territories of Canada. The Company's primary asset is its 49% interest in the Gahcho Kue Project. Mountain Province disclosed a net loss of C$3.33 million for the year ended Dec. 31, 2012, a net loss of C$11.53 million in 2011, and a net loss of C$14.53 million in 2010. "The Company's primary mineral asset is in the exploration and evaluation stage and, as a result, the Company has no source of revenues. In each of the years December 31, 2012, 2011 and 2010, the Company incurred losses, and had negative cash flows from operating activities, and will be required to obtain additional sources of financing to complete its business plans going into the future. Although the Company had working capital of $46,653,539 at December 31, 2012, including $47,693,693 of cash and cash equivalents and short-term investments, the Company has insufficient capital to finance its operations and the Company?s costs of the Gahcho Kue Project (Note 7) over the next 12 months. The Company is currently investigating various sources of additional funding to increase the cash balances required for ongoing operations over the foreseeable future. These additional sources include, but are not limited to, share offerings, private placements, credit and debt facilities, as well as the exercise of outstanding options. However, there is no certainty that the Company will be able to obtain financing from any of those sources. These conditions indicate the existence of a material uncertainty that results in substantial doubt as to the Company's ability to continue as a going concern," according to the Company's annual report for the period ended Dec. 31, 2012. MUNICIPAL MORTGAGE: Chief Accounting Officer Resigns ---------------------------------------------------- Jason M. Antonakas, Municipal Mortgage & Equity, LLC's chief accounting officer, has informed the Company that he will resign effective July 12, 2013. Mr. Antonakas has been the Company's CAO since December 2012. There are no accounting matters in dispute. About Municipal Mortgage Baltimore, Md.-based Municipal Mortgage & Equity, LLC (Pink Sheets: MMAB) -- http://www.munimae.com/-- was organized in 1996 as a Delaware limited liability company and is classified as a partnership for federal income tax purposes. When the Company became a publicly traded company in 1996, it was primarily engaged in originating, investing in and servicing tax- exempt mortgage revenue bonds issued by state and local government authorities to finance affordable multifamily housing developments. Since then, the Company made several acquisitions that significantly expanded its business. However, in 2008, due to the financial crisis, the Company began contracting its business. The Company has sold, liquidated or closed down all of its different businesses except for its bond investing activities and certain assets and residual interests related to the businesses and assets that the Company sold due to its liquidity issues. The Company has a majority position in International Housing Solutions S.a.r.l., a partnership that was formed to promote and invest in affordable housing in overseas markets. In addition, at Dec. 31, 2010, the Company has an unfunded equity commitment of $5.1 million, or 2.67% of total committed capital with respect to its role as the general partner to the South Africa Workforce Housing Fund SA I ("SA Fund"). The SA Fund was formed to invest directly or indirectly in housing development projects and housing sector companies in South Africa. A portion of the funding of SA Fund is participating debt provided by the United States Overseas Private Investment Corporation, a federal government entity, and the remainder is equity primarily invested by institutional and large private investors. The Company expects to continue this business. In the auditors' report accompanying the consolidated financial statements for the year ended Dec. 31, 2011, KPMG LLP, in Baltimore, Maryland, expressed substantial doubt about the Company's ability to continue as a going concern. The independent auditors noted that the Company has been negatively impacted by the deterioration of the capital markets and has liquidity issues which have resulted in the Company having to sell assets and work with its creditors to restructure or extend its debt arrangements. The Company's balance sheet at March 31, 2013, showed $1.79 billion in total assets, $1.07 billion in total liabilities and $725.06 million in total equity. MUNICIPAL MORTGAGE: Closes Sale of MuniMae to Merrill Lynch ----------------------------------------------------------- Municipal Mortgage & Equity, LLC, on July 3, 2013, consummated a transaction to sell the common shares of MuniMae TE Bond Subsidiary, LLC, to Merrill Lynch Portfolio Management, Inc., an affiliate of Bank of America Merrill Lynch, pursuant to a Share Purchase Agreement, dated as of July 1, 2013. The effective price for the $849 million portfolio was equal to fair value at June 30, 2013, and 101 percent of par, and, in addition to eliminating $799 million of debt and preferred equity obligations, the Company received $79 million in cash. The Company also intends to convert to a corporation for federal income tax purposes and that it intends to expand its current share buyback plan. "We believe the steps we have announced today are important for our company and our shareholders for several reasons," said Michael Falcone, MuniMae's chief executive officer. "We have disclosed for some time that we were concerned about rising interest rates, and this transaction greatly reduces our exposure to rising rates. For a variety of reasons, the buyer is currently better able than we are to own and manage these assets in both a rising and a volatile interest rate environment. We have retained the participating and defaulted bonds because we believe that with these bonds the benefits of our intensive asset management will more than offset the risks associated with rising rates. We believe there are attractive opportunities to redeploy the capital we have generated, such as buying back more of our outstanding debt, reinvesting in our real estate asset management business or purchasing shares under an expanded share buyback plan." On July 5, 2013, the Company plans to convert from a publicly traded partnership to a corporation for tax purposes. Upon conversion, the Company will no longer pass through its income to shareholders and will no longer issue tax reports on Schedule K-1 for tax years following the conversion date. Instead, the Company will be directly liable for federal, state and local income taxes. Falcone added, "The anticipated switch to corporation status for tax purposes should allow for a wider group of investors to own our stock without the reporting burden associated with publicly- traded-partnerships. This change, combined with the expansion of our stock repurchase plan, which we expect will be effective in mid August, should provide increased liquidity in our stock." Shareholders will receive a final Schedule K-1 for the short-year Jan. 1, 2013, through July 4, 2013, including potential capital gains from the transaction involving the Company's fixed rate performing multifamily bond portfolio. The Company will host a conference call on Tuesday July 9, 2013, at 4:30 p.m. ET to provide a business update and discuss further the developments. Additional information about the transaction is available at: http://is.gd/ZgAfwH About Municipal Mortgage Baltimore, Md.-based Municipal Mortgage & Equity, LLC (Pink Sheets: MMAB) -- http://www.munimae.com/-- was organized in 1996 as a Delaware limited liability company and is classified as a partnership for federal income tax purposes. When the Company became a publicly traded company in 1996, it was primarily engaged in originating, investing in and servicing tax- exempt mortgage revenue bonds issued by state and local government authorities to finance affordable multifamily housing developments. Since then, the Company made several acquisitions that significantly expanded its business. However, in 2008, due to the financial crisis, the Company began contracting its business. The Company has sold, liquidated or closed down all of its different businesses except for its bond investing activities and certain assets and residual interests related to the businesses and assets that the Company sold due to its liquidity issues. The Company has a majority position in International Housing Solutions S.a.r.l., a partnership that was formed to promote and invest in affordable housing in overseas markets. In addition, at Dec. 31, 2010, the Company has an unfunded equity commitment of $5.1 million, or 2.67% of total committed capital with respect to its role as the general partner to the South Africa Workforce Housing Fund SA I ("SA Fund"). The SA Fund was formed to invest directly or indirectly in housing development projects and housing sector companies in South Africa. A portion of the funding of SA Fund is participating debt provided by the United States Overseas Private Investment Corporation, a federal government entity, and the remainder is equity primarily invested by institutional and large private investors. The Company expects to continue this business. In the auditors' report accompanying the consolidated financial statements for the year ended Dec. 31, 2011, KPMG LLP, in Baltimore, Maryland, expressed substantial doubt about the Company's ability to continue as a going concern. The independent auditors noted that the Company has been negatively impacted by the deterioration of the capital markets and has liquidity issues which have resulted in the Company having to sell assets and work with its creditors to restructure or extend its debt arrangements. The Company's balance sheet at March 31, 2013, showed $1.79 billion in total assets, $1.07 billion in total liabilities and $725.06 million in total equity. MW GROUP: Can Continue Using Cash Collateral Thru Sept. 30 ---------------------------------------------------------- Judge Laura T. Beyer has entered a supplemental order authorizing MW Group LLC to use cash collateral until Sept. 30, 2013. The sixth supplemental order signed by the judge on June 12 provides that the Debtor will only use cash collateral in accordance with a budget. The consent order was agreed to by the Debtor and creditor Bank of America, N.A. Attorney for the Debtor can be reached at: Andrew T. Houston, Esq. MOON, WRIGHT & HOUSTON, PLLC 227 West Trade Street, Suite 1800 Charlotte, NC 28202 Tel: (704) 944-6560 E-mail: ahouston@mwhattorneys.com Attorneys for the Bank of America can be reached at: D. Kyle Deak, Esq. TROUTMAN SANDERS LLP 434 Fayetteville Street, Suite 1900 Raleigh, NC 27601 Tel: (919) 835-4133 E-mail: kyle.deak@troutmansanders.com - and - Jason J. DeJonker, Esq. SEYFARTH SHAW LLP 131 South Dearborn Street, Suite 2400 Chicago, IL 60603-5577 Tel: (312) 460-5220 E-mail: jdejonker@seyfarth.com About MW Group Charlotte, North Carolina-based MW Group LLC filed for Chapter 11 bankruptcy (Bankr. W.D.N.C. Case No. 11-32674) on Oct. 21, 2011. The Debtor scheduled assets of $10.32 million and liabilities of $8.42 million. Donald R. James signed the petition as manager. The Debtor's assets consist of 36.5 acres of vacant land, 48 condo units for rent, and 200 apartments known as Weyland and Weyland II, located in Charlotte, Mecklenburg County, North Carolina. No official committee of unsecured creditors has been appointed in the case. NEVADA ROYALE: Voluntary Chapter 11 Case Summary ------------------------------------------------ Debtor: Nevada Royale, LLC P.O. Box 11224 Zephyr Cove, NV 89448 Bankruptcy Case No.: 13-51296 Chapter 11 Petition Date: June 28, 2013 Court: United States Bankruptcy Court District of Nevada (Reno) Judge: Bruce T. Beesley Debtor's Counsel: Ryan J. Works, Esq. MCDONALD CARANO WILSON LLP 2300 W. Sahara Ave., Suite 1200 Las Vegas, NV 89102 Tel: (702) 873-4100 Fax: (702) 873-9966 E-mail: rworks@mcdonaldcarano.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 The Debtor did not file a list of its largest unsecured creditors together with its petition. The petition was signed by Michael P. Taylor, managing member. NEWPORT FURNITURE: Case Summary & 20 Largest Unsecured Creditors ---------------------------------------------------------------- Debtor: Newport Furniture Company, Inc. 1201 West Bankhead Street New Albany, MS 38652 Bankruptcy Case No.: 13-12650 Chapter 11 Petition Date: June 28, 2013 Court: United States Bankruptcy Court Northern District of Mississippi (Aberdeen) Debtor's Counsel: Stephen W. Rosenblatt, Esq. BUTLER SNOW LAW FIRM P.O. Box 6010 Ridgeland, MS 39158-6010 Tel: (601) 985-4504 Fax: (601) 985-4500 E-mail: steve.rosenblatt@butlersnow.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/msnb13-12650.pdf The petition was signed by Gregory L. Maki, president/CEO. NEXT 1 INTERACTIVE: Amends Fiscal 2013 Annual Report ---------------------------------------------------- Next 1 Interactive, Inc., has amendment its annual report on Form 10-K for the fiscal year ended Feb. 28, 2013, which was originally filed on June 13, 2013, for the sole purpose of furnishing Exhibit 101 to the Form 10-K in accordance with Rule 405 of Regulation S- T. Exhibit 101 to this report provides the consolidated financial statements and related notes from the Form 10-K formatted in XBRL (eXtensible Business Reporting Language). No other changes have been made to the Original Filing. A copy of the Amended Form 10-K is available for free at http://is.gd/0NqaZZ About Next 1 Interactive Weston, Fla.-based Next 1 Interactive, Inc., is the parent company of RRTV Network (formerly Resort & Residence TV), Next Trip -- its travel division, and Next One Realty -- its real estate division. The Company is positioning itself to emerge as a multi revenue stream "Next Generation" media-company, representing the convergence of TV, mobile devices and the Internet by providing multiple platform dynamics for interactivity on TV, Video On Demand (VOD) and web solutions. The Company has worked with multiple distributors beta testing its platforms as part of its roll out of TV programming and VOD Networks. The list of multi- system operators the Company has worked with includes Comcast, Cox, Time Warner and Direct TV. At present the Company operates the Home Tour Network through its minority owned/joint venture real estate partner -- RealBiz Media. As of July 17, 2012, the Home Tour Network features over 4,300 home listings in four cities on the Cox Communications network. Next 1 Interactive disclosed a net loss attributable to the Company of $4.19 million on $987,115 of total revenues for the year ended Feb. 28, 2013, as compared with a net loss attributable to the Company of $13.65 million on $1.29 million of total revenues for the year ended Feb. 29, 2012. As of Feb. 28, 2013, the Company had $4.58 million in total assets, $13.70 million in total liabilities and a $9.11 million total stockholders' deficit. D'Arelli Pruzansky, P.A., in Boca Raton, Florida, issued a "going concern" qualification on the consolidated financial statements for the year ended Feb. 28, 2013. The independent auditors noted that the Company has incurred losses of $4,233,102 for the year ended Feb. 28, 2013, and the Company had an accumulated deficit of $71,193,862 and a working capital deficit of $13,371,094 at Feb. 28, 2013. These conditions raise substantial doubt about the Company's ability to continue as a going concern. Bankruptcy Warning "If we continue to experience liquidity issues and are unable to generate revenue, we may be unable to repay our outstanding debt when due and may be forced to seek protection under the federal bankruptcy laws." NORTHWEST PARTNERS: Court Reinstates Plan Confirmation Order ------------------------------------------------------------ Judge Bruce T. Beesley of the U.S. Bankruptcy Court for the District of Nevada entered an order vacating the order revoking confirmation of the First Amended Plan of Reorganization of Northwest Partners, d/b/a Austin Crest Apts, A Nevada Limited Partnership, and reinstating, in full, the order confirming the First Amended Plan. The Federal Mortgage National Association ("Fannie Mae"), which objected to the Debtors' motion to vacate the order revoking the Plan Confirmation Order, will be entitled to file a motion seeking attorneys' fees and costs for all matters associated with the Reconsideration Motion and its Motion for order Requiring the Debtor and its Counsel to Turn Over Fannie Mae's Cash Collateral. In its objection, Fannie Mae argued that the revocation of the Plan Confirmation Order resulted from the Debtor's failure to comply with the Cash Collateral Order, which required the Debtor to pay Fannie Mae more than $290,000 in "Cash Available for Debt Service." Instead, the Debtor ignored the express provisions of the Cash Collateral Order, claiming that a stipulation entered into as part of the confirmation process regarding the value of the real property and the amount of Fannie Mae's claim relieved the Debtor of the obligation to make monthly payments to Fannie Mae, Robert R. Kinas, Esq. -- rkinas@swlaw.com -- at Snell & Wilmer L.L.P., argued on behalf of Fannie Mae. For at least three months, the Debtor impermissibly used Fannie Mae's cash collateral, and chose to pay its attorneys' $50,000 and its insiders $20,000 while, at the same time, withholding payment from Fannie Mae, Mr. Kinas said. As a result, Fannie Mae was forced to incur thousands of dollars in attorneys' fees and costs to get the Debtor to do what it was ordered to do and what it had agreed it would do: to comply with the terms of the Cash Collateral Order, Mr. Kinas added. The Court ruled that the amount of Fannie Mae's claim set forth in the Confirmation Order will be adjusted by the payments made by the Debtor after January 16, 2013, pursuant to the Stipulation and Order for Use of Cash Collateral. Blakeley E. Griffith, Esq. -- bgriffith@swlaw.com -- Nathan G. Kanute, Esq. -- nkanute@swlaw.com -- and Charles E. Gianelloni, Esq. -- cgianelloni@swlaw.com -- at Snell & Wilmer L.L.P., and Daniel H. Slate, Esq., at Buchalter Nemer, P.C., also argued for Fannie Mae. Alan R. Smith, Esq., at Alan R. Smith Law Offices, argued for the Debtor. About Northwest Partners Northwest Partners owns the 268-unit Austin Crest Apartment in Northwest Reno, Nevada. It filed for Chapter 11 bankruptcy (Bankr. D. Nev. Case No. 11-53528) on Nov. 17, 2011. Judge Bruce T. Beesley oversees the case. The Debtor scheduled $13,513,361 in assets and $14,135,158 in liabilities. The petition was signed by Robert F. Nielsen, president of IDN I, the Debtor's general partner. Alan R. Smith, Esq., at the Law Offices of Alan R. Smith, in Reno, Nev., represents the Debtor as counsel. Attorneys at Snell & Wilmer L.L.P., in Las Vegas, Nev., represent Fannie Mae as counsel. Under a Plan filed in the case, the Debtor will continue to operate its business of leasing its property post-confirmation. The income generated will be used to fund the Plan. The equity owners of the Debtor will contribute funds as are necessary to implement the Plan. OCEAN 4660: Sec. 341 Creditors' Meeting Continued to July 9 ----------------------------------------------------------- The U.S. Trustee for Region 3 has continued the meeting of creditors pursuant to 11 U.S.C. 341(a) in the Chapter 11 case of Ocean 4660, LLC, to July 9, 2013, at 11:00 a.m. The meeting will be held at 51 SW First Ave Room 1021, Miami. About Ocean 4660 Ocean 4660, LLC, owner of a beachfront property operated as the Lauderdale Beachside Hotel in Lauderdale-by-the-Sea, Florida, filed a Chapter 11 petition (Bankr. S.D. Fla. Case No. 13-23165) in its hometown on June 2, 2013. Rick Barreca signed the petition as chief restructuring officer. The Debtor estimated assets and debts of at least $10 million. Judge John K. Olson presides over the case. John H. Genovese, Esq., at Genovese Joblove & Battista, P.A., serves as the Debtor's counsel. RKJ Hotel Management, LLC, serves as hotel manager and RKJ's Rick Barreca has been tapped as the chief restructuring officer. The Lauderdale Beachside Hotel features a beach-front location, two five-story interior corridor buildings (east and west), 147 guest rooms, a beach front tiki bar and grill, a large adjoining restaurant and commercial kitchen space and on-site parking. The restaurant space and the tiki bar and grill are unoccupied. The occupancy rates have generally been between 40 percent and 70 percent occupancy. Room rates are $40 to $80 per night. OCEAN 4660: Files Schedules of Assets and Liabilities ----------------------------------------------------- OCEAN 4660, LLC, filed with the U.S. Bankruptcy Court for the Southern District of Florida its schedules of assets and liabilities, disclosing: Name of Schedule Assets Liabilities ---------------- ----------- ----------- A. Real Property $14,925,000 B. Personal Property 837,871 C. Property Claimed as Exempt D. Creditors Holding $16,475,428 Secured Claims E. Creditors Holding 0 Unsecured Priority Claims F. Creditors Holding 112,251 Unsecured Non-priority Claims ----------- ----------- TOTAL $15,762,871 16,587,678 About Ocean 4660 Ocean 4660, LLC, owner of a beachfront property operated as the Lauderdale Beachside Hotel in Lauderdale-by-the-Sea, Florida, filed a Chapter 11 petition (Bankr. S.D. Fla. Case No. 13-23165) in its hometown on June 2, 2013. Rick Barreca signed the petition as chief restructuring officer. The Debtor estimated assets and debts of at least $10 million. Judge John K. Olson presides over the case. John H. Genovese, Esq., at Genovese Joblove & Battista, P.A., serves as the Debtor's counsel. RKJ Hotel Management, LLC, serves as hotel manager and RKJ's Rick Barreca has been tapped as the chief restructuring officer. The Lauderdale Beachside Hotel features a beach-front location, two five-story interior corridor buildings (east and west), 147 guest rooms, a beach front tiki bar and grill, a large adjoining restaurant and commercial kitchen space and on-site parking. The restaurant space and the tiki bar and grill are unoccupied. The occupancy rates have generally been between 40 percent and 70 percent occupancy. Room rates are $40 to $80 per night. ORCHARD SUPPLY: Auction Plan Chills Competition, Lender Says ------------------------------------------------------------ Matt Chiappardi of BankruptcyLaw360 reported that a major creditor in Orchard Supply Hardware Stores Corp.'s bankruptcy case took issue with the company's plan to sell the bulk of its stores with Lowe's Home Improvement LLC as a $205 million stalking horse bidder, arguing the auction's minimum overbid is too high and may chill competitive bidding. According to the report, the objection came from Gleacher Products Corp., which led a group that Orchard owed $129 million under a senior secured term loan as of its Chapter 11 filing date. 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 affiliates 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. ORCKIT COMMUNICATIONS: Holders OK Retirement of Notes ----------------------------------------------------- The trustee of Orckit Communications Ltd.'s Series A convertible notes and the trustee of the Company's Series B convertible notes notified the Company that the holders of those notes have unanimously approved the proposed plan of arrangement which contemplates the retirement of those notes, among other things. Orckit filed a petition with the District Court of Tel Aviv-Jaffa regarding a proposed plan of arrangement with the holders of Orckit's Series A notes and Series B notes under Section 350 of the Israeli Companies Law, 5759-1999. As of June 1, 2013, the outstanding debt of the Notes was NIS 59.4 million (approximately $16.5 million). On June 20, 2013, the Court granted permission to the Company to convene meetings of the Company's Note Holders and shareholders to vote upon the Arrangement. In exchange for the Notes and the full retirement thereof, the Note Holders would receive a cash payment in the aggregate amount of $7 million, which payment will be made in New Israeli Shekels, based on the most recent representative rate of exchange published by the Bank of Israel prior to the payment date. The outstanding debt under the Notes, after the payment $7 million cash would be exchanged for Ordinary Shares of Orckit at the price of $0.52 per share. The Note Holders would receive, together with each of Orckit's Ordinary Shares, two warrants, each exercisable for one Ordinary Share at the price of $0.52 per share, for a period of four years. Meanwhile, on June 30, 2013, the Company exercised its right to redeem $0.7 million aggregate principal amount of the senior secured notes issued to two funds managed by Hudson Bay Capital Management on March 18, 2013, thereby redeeming those notes in their entirety without penalty. About Orckit Tel-Aviv, Israel-based Orckit Communications Ltd. (TASE: ORCT) engages in the design, development, manufacture and marketing of advanced telecom equipment to telecommunication service providers in metropolitan areas. The Company's products are transport telecommunication equipment targeting high capacity packetized metropolitan networks. ORCKIT Communications disclosed a net loss of $6.46 million on $11.19 million of revenues for the year ended Dec. 31, 2012, as compared with a net loss of $17.38 million on $15.58 million of revenues for the year ended Dec. 31, 2011. The Company's balance sheet at March 31, 2013, showed US$14.93 million in total assets, US$25.28 million in total liabilities and a US$10.35 million total capital deficiency. Kesselman & Kesselman, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2012. The independent auditors noted that the Company has a capital deficiency, recurring losses, negative cash flows from operating activities and has significant future commitments to repay its convertible subordinated notes. These facts raise substantial doubt as to the Company's ability to continue as a going concern. PARKLAND IV: Case Summary & 8 Unsecured Creditors ------------------------------------------------- Debtor: Parkland IV, LLC 3217 W. Potomac Chicago, IL 60651 Bankruptcy Case No.: 13-26018 Chapter 11 Petition Date: June 25, 2013 Court: U.S. Bankruptcy Court Northern District of Illinois (Chicago) Judge: A. Benjamin Goldgar Debtor's Counsel: Michael V. Ohlman, Esq. MICHAEL V. OHLMAN, P.C. 308 West Erie, Suite 300 Chicago, IL 60654 Tel: (312) 626-2275 E-mail: mvohlman@ohlmanlaw.com Estimated Assets: $0 to $50,000 Estimated Debts: $1,000,001 to $10,000,000 A copy of the Company's list of its largest unsecured creditors filed with the petition is available for free at: http://bankrupt.com/misc/ilnb13-26018.pdf The petition was signed by James Brettner, president. PATRIOT COAL: Hiring Gordon & Gordon as Special Counsel ------------------------------------------------------- Patriot Coal Corporation, et al., ask the U.S. Bankruptcy Court for the Eastern District of Missouri for authorization to employ Gordon & Gordon, P.S.C., as special land transaction and land litigation counsel for trfor the Debtors effective Aug. 1, 2013. The Debtors anticipate that Gordon & Gordon will render, among others, the following professional services: a. prepare, on behalf of the Debtors in support of Debtors' coal and land development activities in Kentucky, all necessary and appropriate surface and coal deeds, leases and subleases, purchase and lease options, lease assignments, land purchase contracts, coal conveyor beltline and power transmission line easements and right-of-way agreements, and land use agreements, together with any complaints, petitions, motions, proposed orders, other pleadings, notices and other documents in connection with certain land related litigation and administrative proceeding in Kentucky (the "Retained Matters"); b. advise and assist the Debtors in connection with or concerning the Retained Matters including without limitation the performance of title examinations and lien searches and the submission to Debtors of title opinion certification letters and reports; and c. perform all other necessary or appropriate legal services in connection with or concerning the Retained Matters, including, without limitation, representation of the Debtors in land related litigation and administrative proceedings in Kentucky. Gordon & Gordon's hourly billing rates for the Retained Matters are $150 to $180 per hour for professionals and $70 to $85 per hour for paraprofessionals, which may change from time to time in accordance with Gordon & Gordon's established billing practices and procedures. To the best of the Debtors' knowledge, information, and belief, Gordon & Gordon represents no interest or holds any interest adverse to the Debtors or their estates with respect to the Retained Matters on which Gordon & Gordon is to be employed consistent with Section 327(e) of the Bankruptcy Code. The application is scheduled for hearing on July 23, 2013, at 10:00 a.m. The objection deadline is July 16, 2013 at 4:00 p.m. About Patriot Coal St. Louis-based Patriot Coal Corporation (NYSE: PCX) is a producer and marketer of coal in the eastern United States, with 13 active mining complexes in Appalachia and the Illinois Basin. The Company ships to domestic and international electricity generators, industrial users and metallurgical coal customers, and controls roughly 1.9 billion tons of proven and probable coal reserves. Patriot Coal and nearly 100 affiliates filed voluntary Chapter 11 petitions in U.S. bankruptcy court in Manhattan (Bankr. S.D.N.Y. Lead Case No. 12-12900) on July 9, 2012. Patriot said it had $3.57 billion of assets and $3.07 billion of debts, and has arranged $802 million of financing to continue operations during the reorganization. Davis Polk & Wardwell LLP is serving as legal advisor, Blackstone Advisory Partners LP is serving as financial advisor, and AP Services, LLC is providing interim management services to Patriot in connection with the reorganization. Ted Stenger, a Managing Director at AlixPartners LLP, the parent company of AP Services, has been named Chief Restructuring Officer of Patriot, reporting to the Chairman and CEO. GCG, Inc. serves as claims and noticing agent. The U.S. Trustee appointed a seven-member creditors committee. Kramer Levin Naftalis & Frankel LLP serves as its counsel. HoulihanLokey Capital, Inc., serves as its financial advisor and investment banker. Epiq Bankruptcy Solutions, LLC, serves as its information agent. On Nov. 27, 2012, the New York bankruptcy judge moved Patriot's bankruptcy case to St. Louis. The order formally sending the reorganization to Missouri was signed December 19 by the bankruptcy judge. The New York Judge in a Jan. 23, 2013 order denied motions to transfer the venue to the U.S. Bankruptcy Court for the Southern District of West Virginia. PATRIOT COAL: Hiring Veritas Consulting as Special Counsel ---------------------------------------------------------- Patriot Coal Corporation, et al., ask the U.S. Bankruptcy Court for the Eastern District of Missouri for authorization to employ Veritas Consulting, LLC, as special counsel or regulatory and related matters effective Aug. 15, 2013. The Debtors anticipate that Veritas will render, among others, the following professional services: a. monitor and assist compliance with all court orders and consent decrees related to pending selenium litigation (including but not limited to liaison with plaintiff environmental activists, the court-appointed Special Master and federal and state regulatory agencies), develop selenium treatment and compliance strategies, and advise and counsel the Debtors on certain other issues related to environmental compliance and permitting (the "Retained Matters"); and b. perform all other necessary or appropriate services in connection with the Retained Matters. Veritas intends to (a) charge for its legal services in connection with the Retained Matters on a flat-fee monthly basis at a rate of $33,333.33 per month. To the best of the Debtors' knowledge, information, and belief, Veritas represents no interest or holds any interest adverse to the Debtors or their estates with respect to the Retained Matters on which Veritas is to be employed consistent with Section 327(e) of the Bankruptcy Code. The application is scheduled for hearing on July 23, 2013, at 10:00 a.m. The objection deadline is July 16, 2013 at 4:00 p.m. About Patriot Coal St. Louis-based Patriot Coal Corporation (NYSE: PCX) is a producer and marketer of coal in the eastern United States, with 13 active mining complexes in Appalachia and the Illinois Basin. The Company ships to domestic and international electricity generators, industrial users and metallurgical coal customers, and controls roughly 1.9 billion tons of proven and probable coal reserves. Patriot Coal and nearly 100 affiliates filed voluntary Chapter 11 petitions in U.S. bankruptcy court in Manhattan (Bankr. S.D.N.Y. Lead Case No. 12-12900) on July 9, 2012. Patriot said it had $3.57 billion of assets and $3.07 billion of debts, and has arranged $802 million of financing to continue operations during the reorganization. Davis Polk & Wardwell LLP is serving as legal advisor, Blackstone Advisory Partners LP is serving as financial advisor, and AP Services, LLC is providing interim management services to Patriot in connection with the reorganization. Ted Stenger, a Managing Director at AlixPartners LLP, the parent company of AP Services, has been named Chief Restructuring Officer of Patriot, reporting to the Chairman and CEO. GCG, Inc. serves as claims and noticing agent. The U.S. Trustee appointed a seven-member creditors committee. Kramer Levin Naftalis & Frankel LLP serves as its counsel. HoulihanLokey Capital, Inc., serves as its financial advisor and investment banker. Epiq Bankruptcy Solutions, LLC, serves as its information agent. On Nov. 27, 2012, the New York bankruptcy judge moved Patriot's bankruptcy case to St. Louis. The order formally sending the reorganization to Missouri was signed December 19 by the bankruptcy judge. The New York Judge in a Jan. 23, 2013 order denied motions to transfer the venue to the U.S. Bankruptcy Court for the Southern District of West Virginia. PATRIOT COAL: Close to Deal With Miners Union --------------------------------------------- Lance Duroni of BankruptcyLaw360 reported that Patriot Coal Corp. said that it has made "substantial progress" toward a deal with its miners' union on a slate of benefit cuts and wage reductions, which it contends are necessary to return the company to profitability and escape bankruptcy. According to the report, last month, a Missouri bankruptcy judge cleared Patriot to reject its contract with the United Mine Workers of America and impose the cuts unilaterally. Patriot began carrying out wage and benefit changes for active employees on Monday, the report said. About Patriot Coal St. Louis-based Patriot Coal Corporation (NYSE: PCX) is a producer and marketer of coal in the eastern United States, with 13 active mining complexes in Appalachia and the Illinois Basin. The Company ships to domestic and international electricity generators, industrial users and metallurgical coal customers, and controls roughly 1.9 billion tons of proven and probable coal reserves. Patriot Coal and nearly 100 affiliates filed voluntary Chapter 11 petitions in U.S. bankruptcy court in Manhattan (Bankr. S.D.N.Y. Lead Case No. 12-12900) on July 9, 2012. Patriot said it had $3.57 billion of assets and $3.07 billion of debts, and has arranged $802 million of financing to continue operations during the reorganization. Davis Polk & Wardwell LLP is serving as legal advisor, Blackstone Advisory Partners LP is serving as financial advisor, and AP Services, LLC is providing interim management services to Patriot in connection with the reorganization. Ted Stenger, a Managing Director at AlixPartners LLP, the parent company of AP Services, has been named Chief Restructuring Officer of Patriot, reporting to the Chairman and CEO. GCG, Inc. serves as claims and noticing agent. The U.S. Trustee appointed a seven-member creditors committee. Kramer Levin Naftalis & Frankel LLP serves as its counsel. HoulihanLokey Capital, Inc., serves as its financial advisor and investment banker. Epiq Bankruptcy Solutions, LLC, serves as its information agent. On Nov. 27, 2012, the New York bankruptcy judge moved Patriot's bankruptcy case to St. Louis. The order formally sending the reorganization to Missouri was signed December 19 by the bankruptcy judge. The New York Judge in a Jan. 23, 2013 order denied motions to transfer the venue to the U.S. Bankruptcy Court for the Southern District of West Virginia. PMI GROUP: Appoints New Chief Executive Officer ----------------------------------------------- The employment agreement between The PMI Group, Inc., and Stephen Smith, its chief executive officer, president, and chief operating officer, expired on June 30, 2013, and was not being extended or renewed, and Mr. Smith ceased to be CEO, president, and COO of TPG as of that date. The board of directors of TPG appointed David W. Prager as Chief Executive Officer and Matthew Flynn as Vice President of TPG, in each case effective as of July 1, 2013. Mr. Prager and Mr. Flynn are financial and restructuring professionals at Goldin Associates, LLC, a transaction and restructuring advisory firm that has been providing restructuring consulting services to TPG during its bankruptcy proceeding. The engagement letter between TPG and Goldin, dated Oct. 28, 2011, will continue to control the relationship between TPG and Goldin, and Mr. Prager and Mr. Flynn will not receive new or additional compensation from TPG in connection with their service as officers. Mr. Prager and Mr. Flynn will serve as officers at the pleasure, and under the direction, of TPG's board of directors. Mr. Prager, age 35, is a Managing Director at Goldin, which he joined in March 2002. Since October 2011, Mr. Prager has served as TPG's lead restructuring consultant. From November 2008 to May 2010, Mr. Prager served as interim principal financial officer and restructuring advisor to Syncora Holdings Ltd., a monoline financial guarantor. There have been no related party transactions between TPG and Mr. Prager, nor are there any family relationships between TPG's directors or officers and Mr. Prager. Mr. Flynn, age 35, is a Director at Goldin, which he joined in December 2008. From February 2009 to June 2010, Mr. Flynn served as an interim manager at Young Broadcasting Inc., a television broadcaster, during that company's bankruptcy proceedings and was responsible for managing its business operations and restructuring process. Immediately preceding his employment at Goldin, Mr. Flynn was employed as an investment banker at Barclays Capital Inc. There have been no related party transactions between TPG and Mr. Flynn, nor are there any family relationships between TPG's directors or officers and Mr. Flynn. About The PMI Group The PMI Group, Inc., is an insurance holding company whose stock had, until Oct. 21, 2011, been publicly-traded on the New York Stock Exchange. Through its principal regulated subsidiary, PMI Mortgage Insurance Co., and its affiliated companies, the Debtor provides residential mortgage insurance in the United States. The PMI Group filed for Chapter 11 bankruptcy (Bankr. D. Del. Case No. 11-13730) on Nov. 23, 2011. In its schedules, the Debtor disclosed $167,963,354 in assets and $770,362,195 in liabilities. Stephen Smith signed the petition as chairman, chief executive officer, president and chief operating officer. The Debtor said in the filing that it does not have the financial resources to pay the outstanding principal amount of the 4.50% Convertible Senior Notes, 6.000% Senior Notes and the 6.625% Senior Notes if those amounts were to become due and payable. The Debtor is represented by James L. Patton, Esq., Pauline K. Morgan, Esq., Kara Hammond Coyle, Esq., and Joseph M. Barry, Esq., at Young Conaway Stargatt & Taylor LLP. The Official Committee of Unsecured Creditors appointed in the case retained Morrison & Foerster LLP and Womble Carlyle Sandridge & Rice, LLP, as bankruptcy co-counsel. Peter J. Solomon Company serves as the Committee's financial advisor. The Plan provides that, generally, each holder of an allowed secured claim will be paid in full in cash. The Debtor did not schedule any claims as secured claims, but notes that approximately $129,000 in fixed amount has been asserted on an aggregate basis in proofs of claim filed against it, all subject to review and possible objection. As reported by the TCR on June 12, 2013, the Court has approved the disclosure statement explaining PMI Group, Inc.'s plan of reorganization and scheduled the confirmation hearing for July 18, 2013, at 11:00 a.m. (Prevailing Eastern Time). PRIME PROPERTIES: Voluntary Chapter 11 Case Summary --------------------------------------------------- Debtor: Prime Properties of New York, Inc. P.O. Box 1263 Grand Central Station New York, NY 10163 Bankruptcy Case No.: 13-44020 Chapter 11 Petition Date: June 28, 2013 Court: U.S. Bankruptcy Court Eastern District of New York (Brooklyn) Judge: Carla E. Craig Debtor's Counsel: M. David Graubard, Esq. KERA & GRAUBARD 240 Madison Avenue, 7th Floor New York, NY 10016 Tel: (212) 681-1600 Fax: (212) 681-1601 E-mail: dgraubard@keragraubard.com Scheduled Assets: $12,000,000 Scheduled Liabilities: $8,500,000 The Company did not file a list of creditors together with its petition. The petition was signed by Nick Gordon, vice president. Affiliate that filed separate Chapter 11 petition: Entity Case No. Petition Date ------ -------- ------------- 234 8th St. Corp. 13-42244 04/17/13 PROMMIS HOLDINGS: Sec. 341 Creditors' Meeting Continued Sine Die ---------------------------------------------------------------- The United States Trustee disclosed that the meeting of creditors under 11 U.S.C. Sec. 341(a) in the Chapter 11 case of Prommis Holdings, LLC, et al., has been continued to a date "to be determined" pending filing of the schedules and statements for the EC Debtors. Three subsidiaries of Prommis Holdings LLC -- EC Closing Corp., EC Closing Corp. of Washington, and EC Posting Closing Corp. -- sought Chapter 11 protection (Bankr. D. Del. Case Nos. 13-11619 to 13-11621) on June 25, 2013. 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. QUICKSILVER RESOURCES: EVP and General Counsel Quits ---------------------------------------------------- John C. Cirone notified Quicksilver Resources Inc. of his intention to retire as its Executive Vice President, General Counsel and Secretary effective as of July 17, 2013. Because Mr. Cirone satisfies the retirement eligibility criteria under the terms of the equity awards granted to him under Quicksilver's 2006 Equity Plan, upon his retirement, his outstanding restricted stock units and stock options will become fully vested and his stock options will remain exercisable for the shorter of five years following the date of his retirement or the option's original term. About Quicksilver Quicksilver Resources Inc. is an exploration and production company engaged in the development and production of long-lived natural gas and oil properties onshore North America. Based in Fort Worth, Texas, the company is widely recognized as a leader in the development and production from unconventional reservoirs including shale gas, and coal bed methane. Following more than 30 years of operating as a private company, Quicksilver became public in 1999 and is listed on the New York Stock Exchange under the ticker symbol KWK. The company has U.S. offices in Fort Worth, Texas; Glen Rose, Texas; Steamboat Springs, Colorado; Craig, Colorado and Cut Bank, Montana. The Company's Canadian subsidiary, Quicksilver Resources Canada Inc., is headquartered in Calgary, Alberta. * * * As reported by the TCR on June 17, 2013, Moody's Investors Service downgraded Quicksilver Resources Inc.'s Corporate Family Rating to Caa1 from B3. "This rating action is reflective of Quicksilver's revised recapitalization plan," stated Michael Somogyi, Moody's Vice President and Senior Analyst. "Quicksilver's inability to complete its recapitalization plan as proposed elevates near-term refinancing risk given its weak operating profile and raises concerns over the sustainability of the company's capital structure." In the June 27, 2013, edition of the TCR, Standard & Poor's Ratings Services said it lowered its corporate credit rating on Fort Worth, Texas-based Quicksilver Resources Inc. to 'CCC+' from 'B-'. "We lowered our corporate credit rating on Quicksilver Resources because we do not believe the company will be able to remedy its unsustainable leverage," said Standard & Poor's credit analyst Carin Dehne-Kiley. RAPID AMERICAN: Seeks Further Extension of Plan Filing Deadline --------------------------------------------------------------- Rapid-American Corporation asks the U.S. Bankruptcy Court for the Southern District of New York to extend its exclusive plan filing period through and including Nov. 4, 2013, and its exclusive solicitation period through and including Jan. 3, 2014. According to the Debtor, the additional time will allow it to evaluate and discuss potential structures of a reorganization plan with the Official Committee of Unsecured Creditors and other parties-in-interest, such as its insurers. The Debtor asserts that an extension of its exclusive periods will not prejudice any party-in-interest or cause material delay in its Chapter 11 case. A hearing on the request will be on July 2, 2013, at 10:00 a.m. (prevailing Eastern Time). Chrystal A. Puleo, Esq. -- cpuleo@reedsmith.com -- at REED SMITH LLP, in New York, and Paul M. Singer, Esq. -- psinger@reedsmith.com -- at REED SMITH LLP, in Pittsburgh, Pennsylvania, represent the Debtor. About Rapid-American Corp. Rapid-American Corp. filed for bankruptcy protection in Manhattan (Bankr. S.D.N.Y. Case No. 13-10687) on March 8, 2013, to deal with debt related to asbestos personal-injury claims. New York-based Rapid-American was formerly a holding company with subsidiaries primarily engaged in retail sales and consumer products and was never engaged in an asbestos business of any kind. Through a series of merger transactions going back more than 45 years, Rapid has nevertheless incurred successor liability for personal injury claims arising from plaintiffs' exposure to asbestos-containing products sold by The Philip Carey Manufacturing Company -- Old Carey -- as that entity existed prior to June 1, 1967. Attorneys at Reed Smith LLP serve as counsel to the Debtor. The Debtor disclosed assets in excess of $4,446,261 and unknown liabilities. The Official Committee of Unsecured Creditors retained Caplin & Drysdale, Chartered, as counsel. RG STEEL: Caruso Gets Approval to Serve as Substitute for RGSW -------------------------------------------------------------- U.S. Bankruptcy Judge Kevin Carey authorized RG Steel Chief Financial Officer Richard Caruso to act on behalf of RG Steel Wheeling LLC in order to direct PNC Bank N.A. to return the funds held in trust by the bank. Judge Carey ordered RG Steel to maintain any distribution of or proceeds from the trust assets in an escrow account, subject to, among other things, an agreement with Wilmington Trust or another escrow agent which provides that the proceeds will be released upon entry of a final order directing the manner of distribution of the proceeds. A group of trust beneficiaries led by Richard Carter previously filed an objection, saying the steel maker made no contributions to the trust, and "has no authority to act in any respect with the trust." The group expressed concern the funds would be used to pay RG Steel's secured creditors. In response, RG Steel argued it only wanted confirmation from the bankruptcy court that Mr. Caruso is authorized to act on behalf of the company so that it can comply with its obligations under a trust agreement. The company also said it has offered to have the funds placed in an escrow account to be held for distribution to its general unsecured creditors, or as otherwise agreed to by the unsecured creditors' committee. RG Steel Wheeling, as successor to Wheeling-Pittsburgh Steel Corp., is a party to a 1990 agreement between WPSC and PNC Bank N.A. The companies signed the agreement to establish the trust to hold and distribute funds held in connection with WPSC's employee benefit plans. About RG Steel RG Steel LLC -- http://www.rg-steel.com/-- is the United States' fourth-largest flat-rolled steel producer with annual steelmaking capacity of 7.5 million tons. It was formed in March 2011 following the purchase of three steel facilities located in Sparrows Point, Maryland; Wheeling, West Virginia and Warren, Ohio, from entities related to Severstal US Holdings LLC. RG Steel also owns finishing facilities in Yorkville and Martins Ferry, Ohio. It also owned Wheeling Corrugating Company and has a 50% ownership in Mountain State Carbon and Ohio Coatings Company. RG Steel along with affiliates, including WP Steel Venture LLC, sought bankruptcy protection (Bankr. D. Del. Lead Case No. 12-11661) on May 31, 2012. Bankruptcy was precipitated by liquidity shortfall and a dispute with Mountain State Carbon, LLC, and a Severstal affiliate, that restricted the shipment of coke used in the steel production process. The Debtors estimated assets and debts in excess of $1 billion. As of the bankruptcy filing, the Debtors owe (i) $440 million, including $16.9 million in outstanding letters of credit, to senior lenders led by Wells Fargo Capital Finance, LLC, as administrative agent, (ii) $218.7 million to junior lenders, led by Cerberus Business Finance, LLC, as agent, (iii) $130.5 million on account of a subordinated promissory note issued by majority owner The Renco Group, Inc., and (iv) $100 million on a secured promissory note issued by Severstal. Judge Kevin J. Carey presides over the case. The Debtors are represented in the case by Robert J. Dehney, Esq., and Erin R. Fay, Esq., at Morris, Nichols, Arsht & Tunnell LLP, and Matthew A. Feldman, Esq., Shaunna D. Jones, Esq., Weston T. Eguchi, Esq., at Willkie Farr & Gallagher LLP, represent the Debtors. Conway MacKenzie, Inc., serves as the Debtors' financial advisor and The Seaport Group serves as lead investment banker. Donald MacKenzie of Conway MacKenzie, Inc., as CRO. Kurtzman Carson Consultants LLC is the claims and notice agent. Wells Fargo Capital Finance LLC, as Administrative Agent, is represented by Jonathan N. Helfat, Esq., and Daniel F. Fiorillo, Esq., at Otterbourg, Steindler, Houston & Rosen, P.C.; and Laura Davis Jones, Esq., and Timothy P. Cairns, Esq., at Pachuiski Stang Ziehi & Jones LLP. Renco Group is represented by lawyers at Cadwalader, Wickersham & Taft LLP. Kramer Levin Naftalis & Frankel LLP represents the Official Committee of Unsecured Creditors. Huron Consulting Services LLC serves as the Committee's financial advisor. The Debtor has sold off the principal plants. The sale of the Wheeling Corrugating division to Nucor Corp. brought in $7 million. That plant in Sparrows Point, Maryland, fetched the highest price, $72.5 million. CJ Betters Enterprises Inc. paid $16 million for the Ohio plant. RG STEEL: EPA Supports Approval of $19.8-Mil. Claims Settlement --------------------------------------------------------------- The U.S. Environmental Protection Agency expressed support for court approval of RG Steel LLC's proposed settlement of the claims asserted by the agency. EPA said the agreement would resolve all of its claims for civil penalties against RG Steel's affiliates, and avoids the need for protracted and expensive litigation. As reported by the Troubled Company Reporter on May 20, 2013, RG Steel filed a motion to settle the claims, which stemmed from the steel makers' alleged violation of U.S. environmental protection laws. Under the deal, the agency can assert a general unsecured claim against each of RG Steel's affiliates: RG Steel Wheeling LLC, RG Steel Warren LLC and RG Steel Sparrows Point LLC. Together, the claims assert more than $19.8 million. About RG Steel RG Steel LLC -- http://www.rg-steel.com/-- is the United States' fourth-largest flat-rolled steel producer with annual steelmaking capacity of 7.5 million tons. It was formed in March 2011 following the purchase of three steel facilities located in Sparrows Point, Maryland; Wheeling, West Virginia and Warren, Ohio, from entities related to Severstal US Holdings LLC. RG Steel also owns finishing facilities in Yorkville and Martins Ferry, Ohio. It also owned Wheeling Corrugating Company and has a 50% ownership in Mountain State Carbon and Ohio Coatings Company. RG Steel along with affiliates, including WP Steel Venture LLC, sought bankruptcy protection (Bankr. D. Del. Lead Case No. 12-11661) on May 31, 2012. Bankruptcy was precipitated by liquidity shortfall and a dispute with Mountain State Carbon, LLC, and a Severstal affiliate, that restricted the shipment of coke used in the steel production process. The Debtors estimated assets and debts in excess of $1 billion. As of the bankruptcy filing, the Debtors owe (i) $440 million, including $16.9 million in outstanding letters of credit, to senior lenders led by Wells Fargo Capital Finance, LLC, as administrative agent, (ii) $218.7 million to junior lenders, led by Cerberus Business Finance, LLC, as agent, (iii) $130.5 million on account of a subordinated promissory note issued by majority owner The Renco Group, Inc., and (iv) $100 million on a secured promissory note issued by Severstal. Judge Kevin J. Carey presides over the case. The Debtors are represented in the case by Robert J. Dehney, Esq., and Erin R. Fay, Esq., at Morris, Nichols, Arsht & Tunnell LLP, and Matthew A. Feldman, Esq., Shaunna D. Jones, Esq., Weston T. Eguchi, Esq., at Willkie Farr & Gallagher LLP, represent the Debtors. Conway MacKenzie, Inc., serves as the Debtors' financial advisor and The Seaport Group serves as lead investment banker. Donald MacKenzie of Conway MacKenzie, Inc., as CRO. Kurtzman Carson Consultants LLC is the claims and notice agent. Wells Fargo Capital Finance LLC, as Administrative Agent, is represented by Jonathan N. Helfat, Esq., and Daniel F. Fiorillo, Esq., at Otterbourg, Steindler, Houston & Rosen, P.C.; and Laura Davis Jones, Esq., and Timothy P. Cairns, Esq., at Pachuiski Stang Ziehi & Jones LLP. Renco Group is represented by lawyers at Cadwalader, Wickersham & Taft LLP. Kramer Levin Naftalis & Frankel LLP represents the Official Committee of Unsecured Creditors. Huron Consulting Services LLC serves as the Committee's financial advisor. The Debtor has sold off the principal plants. The sale of the Wheeling Corrugating division to Nucor Corp. brought in $7 million. That plant in Sparrows Point, Maryland, fetched the highest price, $72.5 million. CJ Betters Enterprises Inc. paid $16 million for the Ohio plant. RICHMOND VALLEY: Updated Case Summary & Creditors' Lists -------------------------------------------------------- Lead Debtor: Richmond Valley Plaza LLC 3700 Richmond Avenue Staten Island, NY 10312 Bankruptcy Case No.: 13-44040 Chapter 11 Petition Date: June 28, 2013 Court: United States Bankruptcy Court Eastern District of New York (Brooklyn) Judge: Carla E. Craig Debtors' Counsel: Yann Geron, Esq. FOX ROTHSCHILD LLP 100 Park Avenue New York, NY 10017 Tel: (212) 878-7900 Fax: (212) 692-0940 E-mail: ygeron@foxrothschild.com Scheduled Assets: $8,400,000 Scheduled Liabilities: $6,517,934 Affiliates that simultaneously filed separate Chapter 11 petitions: Debtor Case No. ------ -------- A.E.T. Realty Holding Corp. 13-44043 Assets: $8,400,006 Debts: $6,417,779 E.B. Realty Holding Corp 13-44047 Assets: $8,400,010 Debts: $6,379,821 The petitions were signed by John Noce, manager. A. A copy of Richmond Valley Plaza's list of its eight unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/nyeb13-44040.pdf B. A copy of A.E.T. Realty Holding's list of its four unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/nyeb13-44043.pdf C. A copy of E.B. Realty Holding's list of its two unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/nyeb13-44047.pdf RITE AID: Completes Debt Refinancing Transactions ------------------------------------------------- Rite Aid Corporation completed its debt refinancing transactions that extend the maturity of a portion of its outstanding indebtedness and lowers interest expense. The completed refinancing transactions consisted of a cash tender offer for any and all of Rite Aid's $810 million aggregate principal amount of 9.5 percent senior notes due 2017 that is being funded with the proceeds of Rite Aid's offering of $810 aggregate principal amount of 6.75 percent senior notes due 2021, together with available cash or borrowings under Rite Aid's revolving credit facility. As part of the tender offer, Rite Aid solicited consents for amendments that would eliminate or modify certain covenants, events of default and other provisions contained in the indenture governing the 9.5 percent notes. Rite Aid has received the requisite consents to execute a supplemental indenture to effect the proposed amendments. As of the consent payment deadline at 5 p.m., Eastern Time, on July 1, 2013, approximately $739.6 million aggregate principal amount of the 9.5 percent notes were tendered (representing approximately 91.31 percent of the outstanding 9.5 percent notes). Rite Aid has exercised its option to accept for payment and settle the tender offer with respect to all of the 9.5 percent notes that were validly tendered at, or prior to, the consent payment deadline upon which the supplemental indenture implementing the proposed amendments became effective. Settlement of the purchase of these 9.5 percent notes occurred today, July 2, 2013. The tender offer will expire at midnight, Eastern Time, on July 16, 2013, unless the tender offer is extended or earlier terminated. Although Rite Aid has called the 9.5 percent notes that remain outstanding following the tender offer for redemption, holders of those 9.5 percent notes may still validly tender their 9.5 percent notes prior to the expiration date. Rite Aid also delivered notice that it had called for redemption all of the 9.5 percent notes that remain outstanding following consummation of the tender offer. The 9.5 percent notes that remain outstanding will be redeemed at a price equal to 103.167 percent of their face amount, plus accrued and unpaid interest to, but not including, the date of redemption. Redemption of the remaining 9.5 percent notes will occur on Aug. 1, 2013. About Rite Aid Corp. Drugstore chain Rite Aid Corporation (NYSE: RAD) -- http://www.riteaid.com/-- based in Camp Hill, Pennsylvania, is one of the nation's leading drugstore chains with 4,626 stores in 31 states and the District of Columbia. Rite Aid disclosed net income of $118.10 million on $25.39 billion of revenue for the year ended March 2, 2013, as compared with a net loss of $368.57 million on $26.12 billion of revenue for the year ended March 2, 2012. The Company's balance sheet at March 2, 2013, showed $7.07 billion in total assets, $9.53 billion in total liabilities and a $2.45 billion total stockholders' deficit. * * * As reported by the TCR on March 1, 2013, Moody's Investors Service upgraded Rite Aid Corporation's Corporate Family Rating to B3 from Caa1 and Probability of Default Rating to B3-PD from Caa1-PD. At the same time, the Speculative Grade Liquidity rating was revised to SGL-2 from SGL-3. This rating action concludes the review for upgrade initiated on Feb. 4, 2013. Rite Aid carries a 'B-' corporate credit rating from Standard & Poor's Ratings Services. ROAD ISLAND: Case Summary & Unsecured Creditor ---------------------------------------------- Debtor: Road Island Petroleum, Inc. 1691 East Main St. Brawley, CA 92227 Bankruptcy Case No.: 13-06673 Chapter 11 Petition Date: June 28, 2013 Court: United States Bankruptcy Court Southern District of California (San Diego) Judge: Margaret M. Mann Debtor's Counsel: David L. Speckman, Esq. SPECKMAN & ASSOCIATES 1350 Columbia Street, Suite 503 San Diego, CA 92101 Tel: (619) 696-5151 E-mail: speckmanandassociates@gmail.com Scheduled Assets: $2,000,000 Scheduled Liabilities: $1,400,000 In its list of 20 largest unsecured creditors, the Company placed only one entry: Entity Nature of Claim Claim Amount ------ --------------- ------------ Crown Financial, LLC Bank Loan $1,400,000 16420 Park Ten Place, Ste. 125 Houston, TX 77084 The petition was signed by Arvin Hallak, president. ROBLEX AVIATION: Case Summary & 11 Unsecured Creditors ------------------------------------------------------ Debtor: Roblex Aviation Inc. P.O. Box 6386 Bayamon, PR 00960 Bankruptcy Case No.: 13-05196 Chapter 11 Petition Date: June 25, 2013 Court: U.S. Bankruptcy Court District of Puerto Rico (Old San Juan) Judge: Brian K. Tester Debtor's Counsel: Maria Soledad Lozada Figueroa, Esq. MS LOZADA LAW OFFICE P.O. Box 9023888 San Juan, PR 00902 Tel: (787) 520 6002 Fax: (787) 520 6003 E-mail: lcdamslozada@gmail.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 A copy of the Company's list of its largest unsecured creditors filed with the petition is available for free at: http://bankrupt.com/misc/prb13-05196.pdf The petition was signed by Roberto E. Rodriguez Amadeo, president. ROCKWELL MEDICAL: R. Chioini Had 8.2% Equity Stake at Jan. 5 ------------------------------------------------------------ In an amended Schedule 13D filing with the U.S. Securities and Exchange Commission, Robert L. Chioini disclosed that, as of Jan. 5, 2013, he beneficially owned 3,463,333 common shares of Rockwell Medical, Inc., representing 8.2 percent of the shares outstanding. A copy of the regulatory filing is available for free at http://is.gd/CHPxaA About Rockwell Rockwell Medical, Inc. (Nasdaq: RMTI), headquartered in Wixom, Michigan, is a fully-integrated biopharmaceutical company targeting end-stage renal disease ("ESRD") and chronic kidney disease ("CKD") with innovative products and services for the treatment of iron deficiency, secondary hyperparathyroidism and hemodialysis (also referred to as "HD" or "dialysis"). Rockwell's lead investigational drug is in late stage clinical development for iron therapy treatment in CKD-HD patients. It is called Soluble Ferric Pyrophosphate ("SFP"). SFP delivers iron to the bone marrow in a non-invasive, physiologic manner to hemodialysis patients via dialysate during their regular dialysis treatment. In its report on the consolidated financial statements for the year ended Dec. 31, 2012, Plante & Moran, PLLC, in Clinton Township, Michigan, expressed substantial doubt about Rockwell Medical's ability to continue as a going concern, citing the Company's recurring losses from operations, negative working capital, and insufficient liquidity. The Company reported a net loss of $54.0 million on $49.8 million of sales in 2012, compared with a net loss of $21.4 million on $49.0 million of sales in 2011. The Company's balance sheet at March 31, 2013, showed $18 million in total assets, $28.5 million in total current liabilities, and a stockholders' deficit of $10.5 million. ROCKWELL MEDICAL: T. Klema Held 3.9% Equity Stake at Jan. 5 ----------------------------------------------------------- In an amended Schedule 13D filing with the U.S. Securities and Exchange Commission, Thomas E. Klema disclosed that, as of Jan. 5, 2013, he beneficially owned 1,601,739 common shares of Rockwell Medical, Inc., representing 3.9 percent of the shares outstanding. A copy of the regulatory filing is available for free at: http://is.gd/Z8Xko9 About Rockwell Rockwell Medical, Inc. (Nasdaq: RMTI), headquartered in Wixom, Michigan, is a fully-integrated biopharmaceutical company targeting end-stage renal disease ("ESRD") and chronic kidney disease ("CKD") with innovative products and services for the treatment of iron deficiency, secondary hyperparathyroidism and hemodialysis (also referred to as "HD" or "dialysis"). Rockwell's lead investigational drug is in late stage clinical development for iron therapy treatment in CKD-HD patients. It is called Soluble Ferric Pyrophosphate ("SFP"). SFP delivers iron to the bone marrow in a non-invasive, physiologic manner to hemodialysis patients via dialysate during their regular dialysis treatment. In its report on the consolidated financial statements for the year ended Dec. 31, 2012, Plante & Moran, PLLC, in Clinton Township, Michigan, expressed substantial doubt about Rockwell Medical's ability to continue as a going concern, citing the Company's recurring losses from operations, negative working capital, and insufficient liquidity. The Company reported a net loss of $54.0 million on $49.8 million of sales in 2012, compared with a net loss of $21.4 million on $49.0 million of sales in 2011. The Company's balance sheet at March 31, 2013, showed $18 million in total assets, $28.5 million in total current liabilities, and a stockholders' deficit of $10.5 million. RODEO CREEK: Seeks Dismissal of Chapter 11 Cases ------------------------------------------------ Rodeo Creek Gold, Inc., which has sold substantially all of its assets, is seeking dismissal of its Chapter 11 case. Rodeo Creek and its debtor-affiliates on May 20 closed the sale to Waterton Global Mining Company, LLC. The bid was comprised of $15 million in cash and a certain "net profits interest" ("NPI") entitling the Debtors to 15% of the net profits from the business over a period of 9 years. According to the Debtor, the sale, which properly undertaken in accordance with the court approved bidding procedures, yielded proceeds that were far less than initially anticipated and are likely sufficient to pay in cash only the administrative expenses of the Chapter 11 cases and other payments approved by the Court in the final order approving the DIP financing. The DIP lenders and prepetition lenders, out of whose cash collateral such payments will be made, will likely see minimal cash recovery and will instead receive a "net profits royalty" interest in any future profits of the Hollister mine. Other than the general unsecured creditor trust fund, no excess or unencumbered funds are available to fund distributions to unsecured creditors. The Final DIP order authorized a certain "waterfall" for the distribution of sale proceeds. This waterfall provided for the establishment of the GUC Trust Fund, a $1 million fund for the exclusive payment of allowed nonpriority unsecured claims. Accordingly, the Debtors, Credit Suisse (agent for the DIP lenders and secured lenders), and the statutory committee of unsecured creditors agree that the best available option for all parties is the Debtors' expeditious exit from bankruptcy protection. The Debtors ask the Court to approve the distribution of the sale proceeds in accordance with the waterfall. Specifically, the Debtors propose to: (i) pay the $11,661,117 of administrative claims in full; (ii) transfer that portion of the proceeds of the Agent's collateral necessary establish the GUC Trust Fund and any and all causes of action held by the Debtors' estates to a liquidation trust for the benefit of general unsecured creditors and the Agent; and (iii) transfer the NPI and any remaining cash to the Agent for distribution in accordance with the Waterfall. In addition, to implement the Committee's settlement with the DIP Agent, the Debtors will transfer these amounts from the proceeds of the Agent's collateral to the Trust: (i) $1,000,000 to establish the GUC Trust Fund; and (ii) $293,500 on account of the essential vendor adjustment. All of the estates' causes of action will also be assigned to the Trust. The liquidation trustee is to be selected by the Committee, and its actions will be governed by a trust agreement. The trust agreement will provide that the $1,293,500 of the proceeds of the Agent's collateral transferred to the Trust will be distributed exclusively to the holders of general unsecured claims. The trust agreement will also provide that the liquidation trustee will effect the corporate wind-down of the Debtors, including the filling of any necessary tax returns and dissolving the Debtors under Nevada law. In order to fund such wind-down, the Debtors will transfer $175,000 from the proceeds of the Agent's collateral to the Trust. All cash remaining after the satisfaction of the administrative claims and the funding of the Trust will be disbursed to the Agent as the proceeds of its collateral. The Debtors noted that the sale order permitted San Juan Drilling, Inc. to file a notice of lien on or before 45 days after the entry of the sale order and thereby perfect an alleged mechanics lien on the sale proceeds in excess of $1.9 million. To date, however, San Juan has not, made any such filing and thus has not perfected any such lien. The Debtors do not intend to distribute any portion of the sale proceeds to San Juan, and the Debtors reserve all rights to recover all amounts paid to date San Juan. Counsel for the Debtors can be reached at: Jessica C.K Boelter Thomas A. Labuda, Jr. Matthew E. Linder SIDLEY AUSTIN LLP One South Dearborn Street Chicago, IL 60603 Tel: (312)853-7000 Fax: (312)853-7036 Nevada Counsel for Debtors can be reached at: Donald A. Lattin Christopher D. Jaime MAUPIN, COX & LEGOY, P.C. 4785 Cauglin Parkway Reno, Nevada 89519 Tel: (775) 827-2000 Fax: (775)827-2185 E-mail: dlattin@mclrenolaw.com cjaime@mclrenolaw.com About Rodeo Creek and Great Basin Canada-based The Great Basin Gold Ltd and its subsidiaries are engaged in the exploration, development, and operation of high- quality gold properties. The GBG Group's primary projects are a trial mine and a recently constructed start-up mine, both of which are located in rich gold-producing regions: the Hollister trial mine in Nevada and the Burnstone start-up mine in South Africa. The GBG Group also holds interests in early-stage mineral prospects located in Canada and Mozambique. On Sept. 18, 2012, the GBG Group's primary South African operating subsidiary and owner of the Burnstone Start-up Mine, Southgold Exploration (Pty) Ltd., commenced business rescue proceedings under chapter 6 of the South African Companies Act, 2008. On Sept. 19, 2012, Great Basin Gold Ltd., the ultimate parent company, applied for protection from its creditors in Canada pursuant to the Companies' Creditors Arrangement Act, R.S.C. 1985, c. C-36 in the Supreme Court of British Columbia Vancouver Registry. GBG arranged -- and the U.S. debtors cross-guaranteed -- DIP financing from Credit Suisse and Standard Chartered Bank in the amount of $51 million, of which $10 million was made available to the U.S. subsidiaries and $25 million for South Africa. On Feb. 25, 2013, Rodeo Creek Gold Inc., which operates and owns the Hollister Trial-Mine, along with other U.S. subsidiaries of Great Basin, filed petitions for Chapter 11 protection (Bankr. D. Nev. Case No. 13-50301), in Reno, Nevada, as cash ran out before they could complete the sale of the mine. Rodeo Creek estimated assets worth less than $100 million and debt in excess of $100 million. Credit Suisse is the agent under the Debtors' secured prepetition credit facilities: (i) the Existing Hollister Credit Facility, under which the Debtors had $52.5 million outstanding at the end of 2012 and (ii) the Canadian DIP Facility, under which the Debtors had guaranteed $35 million outstanding as of the Petition Date. The Debtors also had $13.5 million in outstanding trade debt, in addition to certain intercompany obligations. A three-member Official Committee of Unsecured Creditors, composed of Quality Transportation Inc., Prometheus Energy Group, Inc., and F & H Mine Supply, was appointed in the Debtors' Chapter 11 cases. The Committee is represented by Pachulski Stang Ziehl & Jones LLP as counsel, Armstrong Teasdale LLP as its local Nevada counsel, and BDO Consulting as its financial advisor. ROTECH HEALTHCARE: Investors Say Judge Erred by Nixing Berenson --------------------------------------------------------------- Jamie Santo of BankruptcyLaw360 reported that Rotech Healthcare Inc.'s equity committee urged a Delaware bankruptcy judge to revisit his rejection of a move to hire Berenson & Co. LLC to conduct a valuation of the debtor, saying the court misunderstood the agreement and failed to consider key evidence. According to the report, long at loggerheads with Rotech over the debtors' contention that shareholders are out of the money by at least $120 million, the equity committee lost its bid to bring in its own financial expert. About Rotech Healthcare Based in Orlando, Florida, Rotech Healthcare Inc. (NASDAQ: ROHI) -- http://www.rotech.com/-- provides home medical equipment and related products and services in the United States, with a comprehensive offering of respiratory therapy and durable home medical equipment and related services. The company provides equipment and services in 48 states through approximately 500 operating centers located primarily in non-urban markets. The Company reported a net loss of $14.76 million in 2011, a net loss of $4.20 million in 2010, and a net loss of $21.08 million in 2009. The Company's balance sheet at Sept. 30, 2012, showed $255.76 million in total assets, $601.98 million in total liabilities, and a $346.22 million total stockholders' deficiency. On April 8, 2013, Rotech Healthcare and 114 subsidiary companies filed petitions seeking relief under chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No. 13-10741) to implement a pre- arranged plan negotiated with secured lenders. Attorneys at Proskauer Rose LLP, and Young, Conaway, Stargatt & Taylor serve as counsel to the Debtors; Foley & Lardner LLP is the healthcare regulatory counsel; Akin Gump Strauss Hauer & Feld LLP is the special healthcare regulatory counsel; Barclays Capital Inc. is the financial advisor; Alix Partners, LLP is the restructuring advisor; and Epiq Bankruptcy Solutions LLC is the claims agent. Prepetition term loan lender and DIP lender Silver Point Capital and other consenting noteholders are represented by Wachtell, Lipton, Rosen & Katz, and Richards Layton & Finger PA. The U.S. Trustee at the end of April appointed an official committee of equity holders. Members include Alden Global Recovery Master Fund LP, Varana Capital Master LP, Wynnefield Partners Small Cap Value LP I, Bastogne Capital Partners, LP, and Kenneth S. Grossman P.C. Pension Plan. The plan is supported by holders of a majority of the first- and second-lien secured notes. The $290 million in 10.5 percent second-lien notes are to be exchanged for the new equity. Trade suppliers are to be paid in full, if they agree to continue providing credit. The existing $23.5 million term loan would be paid in full, and the $230 million in 10.75 percent first-lien notes will be amended. The Official Committee of Unsecured Creditors tapped Otterbourg, Steindler, Houston & Rosen, P.C., as counsel; Buchanan Ingersoll & Rooney PC as Delaware counsel; and Grant Thornton LLP as financial advisor. RVUE HOLDINGS: RubinBrown LLP Raises Going Concern Doubt -------------------------------------------------------- rVue Holdings, Inc., filed on July 1, 2013, its annual report on Form 10-K for the fiscal year ended Dec. 31, 2012. RubinBrown LLP, in St. Louis, Missouri, expressed substantial doubt about rVue Holdings' ability to continue as a going concern, citing the Company's recurring losses and negative cash flows from operations. The Company reported a net loss of $3.8 million on $602,363 of revenue in 2012, compared with a net loss of $3.6 million on $643,483 of revenue in 2011. The Company's balance sheet at March 31, 2013, showed $1.1 million in total assets, $826,423 in total current liabilities, and stockholders' equity of $286,495. A copy of the Form 10-K is available at http://is.gd/EUcIWv Franklin Park, Ill.-based rVue Holdings, Inc., is an advertising technology company and operates rVue, a demand-side platform ("DSP") for planning, buying and managing Digital Place-Based Networks and Digital Billboards and Signage (collectively "Digital Out-of-Home" or "DOOH") advertising. The Company provides media services, including an online, internet based DSP that connects advertisers and/or advertising agencies with third party DOOH media or networks, that allows the advertiser to create a targeted advertising campaign and media plan, and negotiate that media plan simultaneously with all the third-party networks selected. SABRE INDUSTRIES: Moody's Affirms 'B2' CFR; Outlook Stays Stable ---------------------------------------------------------------- Moody's Investors Service affirmed Sabre Industries, Inc.'s B2 Corporate Family and B2-PD Probability of Default ratings as well as B1 ratings on its increased term loan and revolving credit facilities. The rating outlook remains stable for the manufacturer of engineered towers and poles used in electrical power transmission and distribution as well as wireless communication infrastructure and provider of related services. Ratings Rationale: Sabre has recently agreed to purchase Midwest Underground Technology, Inc., a provider of installation, modification, maintenance and upgrade services to the wireless communication industry. The transaction will be funded with a combination of equity from an affiliate of Kohlberg & Company and a $33 million increase to Sabre's existing term loan (new total, approximately $158 million). A portion of those proceeds will also be used to term-out borrowings under the company's revolving credit facility. To support current and prospective higher working capital requirements, Sabre will also increase the size of its revolving credit facility by $20 million to $80 million. MUTI will enhance Sabre's service capabilities with complementary locations and further the company's strategy of building its aftermarket revenue sources. This will serve to reduce exposure to the more cyclical patterns of infrastructure spending in its end- markets which have been experiencing favorable trends that should continue over the rating horizon. The addition of MUTI will also increase the share of Sabre's top-line earned in the wireless communication to some 55%. Nonetheless, Sabre has and will continue to experience negative free cash flow. Over the last year, this was affected by investment in capacity expansion but, in the next twelve months, growth will require additional working capital and lead to additional borrowings under the revolving credit facility. Thus, despite the earnings and cash flow contributions that MUTI will bring as well as the equity infusion from Kohlberg, leverage will remain high. Sabre's B2 CFR and PDR incorporate the company's modest revenue base, financial leverage resident in its capital structure as well as a track record of limited free cash flow generation. The company's comparatively slim margins and high level of fixed charges flowing from its debt burden and operating leases are expected to produce relatively modest coverage ratios. Sabre is one of the larger North American providers of poles, towers and related storage shelters deployed in electric transmission & distribution grids as well as wireless communication networks. These sectors remain subject to cyclical developments but, in the short-term, the company's backlog drives expectations of higher revenue. Growth has required both incremental working capital and investment in productive capacity, constraining prospects for free cash flow. Over the next 12-18 months, incremental working capital needs will require external financing. Free cash flow generation is not expected until fiscal 2015. The project nature of the business mix, dependence upon a relatively narrow set of customers, and continued management of metal cost/price developments can also add volatility to its results as will an acquisition strategy that may involve further indebtedness. The stable outlook anticipates that demand for Sabre's product and service offerings will maintain revenues at fairly high levels over the rating horizon. Similarly, those volumes should sustain the company's margins. Working capital needs should moderate as growth subsides in subsequent periods, allowing firmer prospects for material free cash flow. Adequate liquidity is based upon availability under an $80 million committed revolving credit facility. Lower ratings or a negative outlook could develop if debt/EBITDA exceeded 6 times as a result of lower profitability or incurring additional debt, EBITA/interest fell below 1.25 times or if free cash flow remained negative as a result of factors beyond currently anticipated capex and working capital. Developments that could lead to stronger ratings or a positive outlook would include lowering debt/EBITDA below 4 times combined with EBITA/interest coverage materially above 2 times and free cash flow/debt consistently above 5%. Ratings affirmed with refreshed Loss Given Default Assessments: Corporate Family, B2 Probability of Default, B2-PD $157.9 million secured term loan, B1 (LGD-3, 34%) $80 million secured revolving credit facility, B1 (LGD-3, 34%) The principal methodology used in rating Sabre was the Global Manufacturing Industry published in December 2010. Other methodologies used include Loss Given Default for Speculative- Grade Non-Financial Companies in the U.S., Canada and EMEA published in June 2009. Sabre Industries, Inc., headquartered in Alvarado, TX, manufactures towers, poles, shelters and related transmission structures used in the wireless communications and electric transmission and distribution industries. Annual revenues in fiscal 2013 (April) were approximately $533 million. SALON MEDIA: Appoints New Interim Chief Financial Officer --------------------------------------------------------- The Board of Directors of the Salon Media Group, Inc., appointed Ms. Elizabeth Hambrecht to serve as the Company's Interim Chief Financial Officer, effective July 2, 2013. Ms. Hambrecht replaces Mr. D. Alex Fernandez, who had served as the Company's Interim Chief Financial Officer since July 2012. The Company has also commenced a search for a new Chief Financial Officer. Ms. Hambrecht served as a Director of the Company from 2003 to 2012, as well as Chief Executive Officer from September 2008 until May 2009. She also previously served as the Company's Chief Executive Officer from February 2005 until September 2007 and was the Company's President from October 2003 until September 2007. From May 2003 through February 2005 she also served as the Company's Chief Financial Officer and Secretary. From 1999 to March 2003, she was co-founder and Director of Asiacontent.com, an online media company focused on Asian markets. From 1997 to 2000 she was co-founder, Chief Financial Officer and Director of Boom.com, a Hong Kong-based online stock trading company. From 1992 to 1995 she was Executive Director at Goldman Sachs (Hong Kong) Ltd. From 1987 to 1992 she was Assistant Director at Barings Securities (Hong Kong) Ltd. Ms. Hambrecht holds a Bachelor of Arts degree in History from Vassar College. She currently sits on the Board of Trustees of the San Francisco Friends School and has previously sat on the Board of Trustees for KQED, a public broadcast company for Northern California. In her new role as Interim Chief Financial Officer, Ms. Hambrecht's salary will be $100,000, effective immediately. About Salon Media San Francisco, Calif.-based Salon Media Group (OTC BB: SLNM.OB) -- http://www.Salon.com/-- is an online news and social networking company and an Internet publishing pioneer. For the 12 months ended March 31, 2013, the Company had a net loss of $3.93 million on $3.64 million of net revenues, as compared with a net loss of $4.09 million on $3.47 million of net revenues for the same period a year ago. As of March 31, 2013, the Company had $1.29 million in total assets, $11.32 million in total liabilities and a $10.02 million total stockholders' deficit. Burr Pilger Mayer, Inc., in San Francisco, California, issued a "going concern" qualification on the consolidated financial statements for the fiscal year ended March 31, 2012. The independent auditors noted that the Company has suffered recurring losses and negative cash flows from operations and has an accumulated deficit of $112.5 million at March 31, 2012, which raise substantial doubt about the Company's ability to continue as a going concern. SMART WORLDWIDE: S&P Lowers CCR to 'B' on Weak Performance ---------------------------------------------------------- Standard & Poor's Ratings Services lowered its corporate credit rating on Newark, Calif.-based SMART Worldwide Holdings Inc. and its wholly owned subsidiary, SMART Modular Technologies (Global) Inc., to 'B' from 'B+'. The outlook is stable. At the same time, S&P lowered its issue-level rating on the company's senior secured term loan to 'B' (the same as the corporate credit rating) from 'B+'. The '4' recovery rating remains unchanged and indicates S&P's expectations of average (30% to 50%) recovery for lenders in the event of a payment default. "The downgrade is based on sustained, elevated leverage in excess of 5x, weaker-than-average DRAM [dynamic random access memory, a type of memory chip in computers and other electronic products] industry performance, slowing growth in Brazil, and lagging progress on mobile DRAM [mDRAM] and flash memory initiatives, which are the growing areas of memory demand," said Standard & Poor's credit analyst Alfred Bonfantini. The ratings on SMART Worldwide Holdings Inc. are based on the company's "vulnerable" business risk profile and "highly leveraged" financial risk profile under our criteria. The business risk profile assessment, which S&P revised from "weak," is characterized by the company's narrow scope of operations, reliance on local content regulations in Brazil, extremely volatile memory chip industry conditions, and high customer and geographic concentrations. The company's good position in the Brazilian DRAM and specialty modules markets partly offset these weaknesses. S&P's financial risk profile assessment, which S&P revised from "aggressive," incorporates leverage currently at about 6x, as well as an ongoing tax dispute in Brazil, but also positive free operating cash flow (FOCF), and FOCF to debt of over 10%. The stable outlook reflects S&P's expectation that the company will post revenue growth in the remaining two quarters of its fiscal 2013, with flat to modestly positive growth in fiscal 2014. S&P expects the company to maintain its EBITDA margin between 9% to 11%, and thereby stem the recent rise in leverage and bring leverage to the low-5x area. The stable outlook also incorporates S&P's expectation that the company will continue to generate positive FOCF. An upgrade is unlikely over the near term given S&P's business risk assessment, current leverage levels, and its belief that the company's financial sponsor ownership will preclude sustained deleveraging over the intermediate-to-long term. S&P could lower the ratings if the company's revenue and EBITDA decline significantly, such that leverage increases to over 7x or FOCF turns negative for a prolonged period. S&P could also lower the ratings if the company receives an adverse judgment in its tax assessment dispute with Brazilian authorities that significantly depleted its liquidity. ST. VINCENT HOSPITAL: Moody's Affirms 'Ba2' Rating, Outlook Neg --------------------------------------------------------------- Moody's Investors Service has affirmed the Ba2 rating assigned to St. Vincent Hospital d/b/a St. Vincent Health Center, the primary operating entity of St. Vincent Health System. The outlook remains negative. Ratings Rationale: The affirmation of SVHS's Ba2 rating is solely attributable to SVHS's affiliation with Highmark, the parent of Highmark Health Services (rated Baa2 negative rating outlook), a multi-billion dollar insurance company effective July 1, 2013 (debt to remain separately obligated), which offers leverage with payers, operational efficiencies and a material liquidity improvement from a $20 million unrestricted cash payment from Highmark Health to SVHS. Without the affiliation, the SVHS rating would have faced downward pressure due to continued, material losses driven by declining admissions and disruption in revenue cycle management. The negative rating outlook reflects Moody's concern that even with the larger parent, SVHS's Letter of Credit expiration date of September 30, 2013 is approaching and operational efficiencies from the Highmark affiliation have not been yet realized; a decline in performance and intense competition continue to place significant pressures on the credit. Strengths - Finalized deal effective July 1, 2013 gave ultimate control of SVHS to Highmark, the parent of Highmark Health, a $15.2 billion system (debt to remain separate obligation of SVHS) and a combined $20 million cash payment materially strengthened balance sheet measures, which had dropped significantly during FY 2013. With the pro forma addition of cash onto the balance sheet of 11 months of FY 2013, days cash (excluding a $2.2 million debt payment) improves to 92 days, from 72 days without the cash, and cash to debt improves to 68% from 53% without the cash. Deal also expands operational efficiencies and strategic options for SVHS. - Significant market presence in a fifteen county primary service area (wide breadth of clinical services and Medicare Case Mix Index 1.82). - Medical assistance modernization reimbursements in PA began in FY 2011, with net impact for SVHS approximately $5 million annually expected through FYE 2013. Challenges - Weak operating performance, following over 5 years of inconsistent results, with operating income loss through 11 months FY 2013 of $9.0 million (-2.9% operating margin) following a loss of $5.2 million (-1.6% operating margin) in FY 2012. - SVHS has 54% variable debt exposure; Letter of Credit with M&T Bank as lead of syndicate on 2010B bonds expires September 30, 2013, though remarketing risk is now mitigated to some extent by negotiating ability of ultimate parent Highmark. - Competitive market which is intensifying with University of Pittsburgh Medical Center's acquisition of SVHS's competitor Hamot; SVHS's admissions declined by 17% in FY 2012. Admissions through 11 months FY 2013 fell an additional 6.7% compared to the same period a year prior. - Sizable pension obligation, with unaudited pension liability growing to $102 million at May 2013 from $57 million the same period a year prior. The unfunded pension liability grew to $80.8 million in FY 2012 from $42.0 million in FY 2011, in part due to a drop in the discount rate to 3.96% in FY 2012 from 5.52% in FY 2011. - Modest service area demographics, with aging population and declining population over past 10 years. - Though now at $83.4 million at pro forma May 2013 due to cash transfer from Highmark Health, unrestricted cash and investments had deteriorated to$ 65.6 million as a result of weak cashflow Outlook: The negative rating outlook reflects Moody's belief that SVHS continued operational struggles in a highly competitive marketplace and will take time to realize potential benefits of its recent new parentage. What could change the rating -- UPp Sustained and material operating improvement resulting in strengthened liquidity and debt measures; ability to successfully implement turnaround plans and counteract declining market share. What could change the rating -- DOWN Negative rating pressure would result from inability to stabilize and turn operating trajectory or cash decline; additional debt without commensurate increase in cash flow and liquidity growth; continued market share and volume loss. The principal methodology used in this rating was Not-for-Profit Healthcare Rating Methodology published in March 2012. TRIPLE POINT: Moody's Hikes CFR to 'B3' Following Debt Reduction ---------------------------------------------------------------- Moody's Investors Service raised certain debt ratings of Triple Point Group Holdings, Inc. following the announcement of a change in its proposed capital structure. The Corporate Family Rating and Probability of Default Rating were changed to B3 and B3-PD from Caa1 and Caa1-PD, respectively. The B2 ratings on the proposed senior secured first lien revolving credit facility due 2018 and proposed senior secured first lien term loan due 2020 and the Caa2 rating on the proposed senior secured second lien term loan due 2021 were affirmed. The ratings outlook remains stable. The proceeds of the new term loans combined with new cash equity and cash from the balance sheet will be used to fund the acquisition of Triple Point by ION Investment Group, refinance existing indebtedness and pay fees and expenses. The amount of proposed term loans has been reduced by $50 million, while ION Investment Group is increasing its equity contribution by an equal amount. Ratings Rationale: The change to a B3 Corporate Family Rating reflects the lower initial leverage and modestly improved free cash flow expected as a result of the proposed reduction in debt financing. Moody's expects over $190 million of revenues, about $60 million of EBITDA and at least $30 million of free cash flow in 2013. EBITDA growth and required term loan amortization will drive high initial pro- forma debt to EBITDA of about 7.7 times down to about 6.5 times in the next 12 to 18 months. The stable ratings outlook reflects Moody's expectations for ongoing growth in revenues, profitability and free cash flow. The rating anticipates Triple Point will use free cash flow to fund near-to-medium term acquisition activity. The ratings could be upgraded if Triple Point reduces reliance upon software license sales and customer concentration becomes less pronounced while growing revenues, EBITDA and free cash flow , and Moody's anticipates balanced financial policies. Higher ratings would be possible if debt to EBITDA is expected to be maintained at about 5.5 times. A downgrade could occur if lower than currently expected revenues, driven by increased customer attrition or lower than expected software license sales, causes a reduction in profits, or if free cash flow is applied to support more shareholder-friendly financial policies. If Moody's expects debt to EBITDA to remain above 7 times, or if free cash flow declines, the ratings could be lowered. Structural Considerations: The first lien term loan is being reduced by $10 million and the second lien term loan by $40 million. The higher reduction in the junior ranking debt reduces loss absorption support to the senior ranking debt, and drives the affirmation of debt instrument ratings despite the upgrades to the CFR and PDR. Upgrades: Issuer: Triple Point Group Holdings, Inc. Corporate Family Rating, Upgraded to B3 from Caa1 Probability of Default Rating, Upgraded to B3-PD from Caa1-PD Affirmations: Issuer: Triple Point Group Holdings, Inc. Senior Secured First Lien Revolving Credit Facility, Affirmed B2 (LGD3, 35% from LGD3, 30 %) Senior Secured First Lien Term Loan, Affirmed B2 (LGD3, 35% from LGD3, 30 %) Senior Secured Second Lien Term Loan, Affirmed Caa2 (LGD5, 88% from LGD5, 82%) The principal methodology used in this rating was the Global Software Industry Methodology published in October 2012. Other methodologies used include Loss Given Default for Speculative- Grade Non-Financial Companies in the U.S., Canada and EMEA published in June 2009. Triple Point provides procurement, processing, risk assessment and decision support software solutions to companies and trading firms which deal with various commodities and related derivatives, primarily whose business operations are exposed to price or regulatory risks related to physical commodities. The company is being purchased by an indirect subsidiary of ION Investment Group. TWIN DEVELOPMENT: Claims Bar Date Set for Aug. 30 ------------------------------------------------- The claims deadline in the bankruptcy case of Twin Development, LLC is Aug. 8, 2013, according to a modified order entered by the bankruptcy judge on June 28. Twin Development, LLC, filed a Chapter 11 petition (Bankr. S.D. Cal. Case No. 13-02719) on March 19, 2013. The petition was signed by Wallace Benwart as manager. The Debtor scheduled assets of $55,800,000 and scheduled liabilities $38,027,600. VINTAGE CONDOMINIUMS: Court Sets Sept. 15 as Claims Bar Date ------------------------------------------------------------ Creditors of Vintage Condominiums Development LLC must file their proofs of claim not later than Sept. 15, 2013, according to an order signed on July 2, 2013. 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. WORLD IMPORTS: Voluntary Chapter 11 Case Summary ------------------------------------------------ Debtor: World Imports, Ltd. 11000 Roosevelt Boulevard Philadelphia, PA 19116 Bankruptcy Case No.: 13-15929 Chapter 11 Petition Date: July 3, 2013 Court: U.S. Bankruptcy Court Eastern District of Pennsylvania (Philadelphia) Judge: Stephen Raslavich Debtor's Counsel: John E. Kaskey, Esq. BRAVERMAN KASKEY, P.C. 1650 Market Street, 56th Floor Philadelphia, PA 19103 Tel: (215) 575-3910 E-mail: Jkaskey@braverlaw.com Estimated Assets: $10,000,001 to $50,000,000 Estimated Debts: $10,000,001 to $50,000,000 The Company did not file a list of creditors together with its petition. The petition was signed by Marc Luber, president. * 11th Cir. Appoints Edward Coleman as S.D. Ga. Bankruptcy Judge ---------------------------------------------------------------- The Eleventh Circuit Court of Appeals appointed Bankruptcy Judge Edward J. Coleman, III to a fourteen-year term of office in the Southern District of Georgia, effective June 28, 2013, (vice, Davis). Mailing Address: Honorable Edward J. Coleman, III United States Bankruptcy Court Post Office Box 9591 Savannah, GA 31412 Physical Address: Tomochichi United States Courthouse 125 Bull Street, Room 240 Savannah, GA 31402 Telephone: (912) 650-4122 Assistant Debbie Reese Telephone: (912) 650-4121 Term expiration: June 27, 2027 * BOOK REVIEW: The Oil Business in Latin America: The Early Years ----------------------------------------------------------------- Author: John D. Wirth Ed. Publisher: Beard Books Softcover: 282 pages List price: $34.95 Review by Gail Owens Hoelscher Buy a copy for yourself and one for a colleague on-line at http://is.gd/DvFouR This book grew out of a 1981 meeting of the American Historical Society. It highlights the origin and evolution of the state- owned petroleum companies in Argentina, Mexico, Brazil, and Venezuela. Argentina was the first country ever to nationalize its petroleum industry, and soon it was the norm worldwide, with the notable exception of the United States. John Wirth calls this phenomenon "perhaps in our century the oldest and most celebrated of confrontations between powerful private entities and the state." The book consists of five case studies and a conclusion, as follows: * Jersey Standard and the Politics of Latin American Oil Production, 1911-30 (Jonathan C. Brown) * YPF: The Formative Years of Latin America's Pioneer State Oil Company, 1922-39 (Carl E. Solberg) * Setting the Brazilian Agenda, 1936-39 (John Wirth) * Pemex: The Trajectory of National Oil Policy (Esperanza Duran) * The Politics of Energy in Venezuela (Edwin Lieuwen) * The State Companies: A Public Policy Perspective (Alfred H. Saulniers) The authors assess the conditions at the time they were writing, and relate them back to the critical formative years for each of the companies under review. They also examine the four interconnecting roles of a state-run oil industry and distinguish them from those of a private company. First, is the entrepreneurial role of control, management, and exploitation of a nation's oil resources. Second, is production for the private industrial sector at attractive prices. Third, is the integration of plans for military, financial, and development programs into the overall industrial policy planning process. Finally, in some countries is the promotion of social development by subsidizing energy for consumers and by promoting the government's ideas of social and labor policy and labor relations. The author's approach is "conceptual and policy oriented rather than narrative," but they provide a fascinating look at the politics and development of the region. Mr. Brown provides a concise history of the early years of the Standard Oil group and the effects of its 1911 dissolution on its Latin American operations, as well as power struggles with competitors and governments that eventually nationalized most of its activities. Mr. Solberg covers the many years of internal conflict over oil policy in Argentina and YPF's lack of monopoly control over all sectors of the oil industry. Mr. Wirth describes the politics and individuals behind the privatization of Brazil's oil industry leading to the creation of Petrobras in 1953. Mr. Duran notes the wrangling between provinces and central government in the evolution of Pemex, and in other Latin American countries. Mr. Lieuwin discusses the mixed blessing that oil has proven for Venezuela., creating a lopsided economy dependent on the ups and downs of international markets. Mr. Saunders concludes that many of the then-current problems of the state oil companies were rooted in their early and checkered histories." Indeed, he says, "the problems of the past have endured not because the public petroleum companies behaved like the public enterprises they are; they have endured because governments, as public owners, have abdicated their responsibilities to the companies." John D. Wirth is Gildred Professor of Latin American Studies at Standford University. ********* 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 ***