/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/130723.mbx T R O U B L E D C O M P A N Y R E P O R T E R Tuesday, July 23, 2013, Vol. 17, No. 202 Headlines 1 TAP 500: Case Summary & 6 Unsecured Creditors 250 AZ: U.S. Bank Seeks Stay Relief to Foreclose 250 AZ: Wants to Hire Valuation Experts 3 CORKS: Case Summary & 6 Unsecured Creditors 56 WALKER: Creditors Have Until Aug. 7 to File Proofs of Claim 56 WALKIER: Delbello Donnellan Approved as Bankruptcy Counsel 56 WALKER: Sotheby's International Okayed as Real Estate Broker ACE ALLIANCE: Case Summary & 20 Largest Unsecured Creditors AFA INVESTMENT: Has Until Oct. 2 to File Chapter 11 Plan AFFYMAX INC: Common Stock Delisted From NASDAQ AGFEED USA: Section 341(a) Meeting Set on Aug. 21 AMERICAN AIRLINES: Reports $220-Mil. Second-Quarter Net Income AMINCOR INC: Shares Now Eligible for Deposit ARCTIC GLACIER: Moody's Says $20MM Loan Increase is Credit Neg ARI-RC 14: Updated Case Summary & Creditors' Lists BANESCO USA: Fitch Affirms 'B+' Long-Term Issuer Default Rating BAYTEX ENERGY: S&P Raises Senior Unsecured Debt Rating to 'BB' BEARINGPOINT INC: Gave Out $54MM on $781MM Unsecured Claims BERNARD L. MADOFF: Trustee Precluded From Distributions BETTER PLACE: Israeli Auto Battery Swapper Files in Delaware BONTEN MEDIA: S&P Withdraws 'CCC' Corporate Credit Rating BT GEORGIA: Bid for More Time to Appeal Case Conversion Denied CAPITOL BANCORP: Hearing on Liquidation Plan Moved to Oct. 9 CEL-SCI CORP: Gets NYSE MKT Listing Non-Compliance Notice CERTIFIED SERVICES: District Court Narrows "Pixler" Lawsuit COLDWATER PORTFOLIO: Wins Confirmation of Chapter 11 Plan COLORADO CUSTOMWARE: Case Summary & 20 Largest Unsecured Creditors COOPER-BOOTH WHOLESALE: Files Schedules of Assets and Liabilities CORNERSTONE HOMES: Section 341(a) Meeting on Aug. 19 D & L ENERGY: Files Schedules of Assets and Liabilities DEMCO INC: Wants Filing Period Extended Until Jan. 31 DETROIT, MI: Fitch Says G.O. Bonds Unlikely to Be Repaid DETROIT, MI: S&P Likely to Drop Water Revenue Bonds Rating to 'CC' DETROIT, MI: Bankruptcy Blessing in Disguise, Says Biz. Group EAST COAST: Chapter 11 Trustee Can Employ Brian Rich as Counsel EAST COAST BROKERS: Trustee Can Employ Own Firm as Accountants EAST COAST BROKERS: Taps Shumaker Loop as Special Counsel EDISON MISSION: Wins Approval to Hire JPMorgan to Assist in Sale ENGLOBAL CORP: Inks $21.5MM Asset Purchase Pact with Furmanite EXIDE TECHNOLOGIES: Amends DIP Agreement with JP Morgan EXIDE TECHNOLOGIES: Common Stock Delisted From NASDAQ EXIDE TECHNOLOGIES: Exec. VP Paul Hirt Steps Down FERRAIOLO CONSTRUCTION: Wants Use of Cash Collateral Until October FERRAIOLO CONSTRUCTION: Proceeds of Auction to Fund Plan Payments FRIENDFINDER NETWORKS: Gets Forbearance Extension Until July 31 GAVILON GROUP: S&P Affirms 'BB' CCR; Outlook Stable HOG BROTHERS: Assets Not Sold to Fort Iron Revests in Debtor GEORGE DEVICTOR: Case Summary & 5 Unsecured Creditors HASSEN REAL ESTATE: Effective Date Occurred on May 30 HD EQUIPMENT: Voluntary Chapter 11 Case Summary HOLLINGER INC: Settles Claims Against Ex-Director Peter Atkinson HOLLINGER INC: Settles Claims Against Ex-Director John Boultbee HOYT TRANSPORTATION: Case Summary & 20 Largest Unsecured Creditors HOYT TRANSPORTATION: Section 341(a) Meeting Scheduled for Aug. 19 INFUSYSTEM HOLDINGS: Board Committee Says Meson Offer Too Low INTERSTATE PROPERTIES: Can Continue Using ANICO Cash Until July 30 INTRAOP MEDICAL: Case Summary & 20 Largest Unsecured Creditors J FREDERICK CONST: Case Summary & 20 Largest Unsecured Creditors JEH COMPANY: Files Schedules of Assets and Liabilities JERRY'S NUGGET: Court Sets Aug. 26 Plan Confirmation Hearing JERRY'S NUGGET: William G. Kimmel Approved as Valuation Expert JHCI ACQUISITION: S&P Raises Corp. Credit Rating to 'B-' JUDGE STEVEN RHODES: Chosen to Handle Detroit Chapter 9 Case K-V PHARMACEUTICAL: Court Approves Disclosure Statement KODIAK OIL: S&P Raises Corp. Credit Rating to 'B+'; Outlook Stable KR REALTY: Seeking Contempt Is Reason Enough to Reopen Case LA JOLLA PHARMACEUTICAL: Incurs $3.2 Million Net Loss in Q2 LARIVIERA BAR: Case Summary & 2 Unsecured Creditors LEHMAN BROTHERS: Brokerage's Luxembourg Settlement Is Approved LIFE CARE: Hires American Legal as Claims and Noticing Agent LIFE CARE: Wants Navigant Capital as Financial Advisor LSB INDUSTRIES: S&P Assigns Preliminary 'B+' Corp. Credit Rating LUCA TECHNOLOGIES: Case Summary & 20 Largest Unsecured Creditors LYFE COMMUNICATIONS: D. Dickson Held 11% Equity Stake at July 16 MAIN STREET: Case Summary & 5 Unsecured Creditors MANASOTA GROUP: Late Filed 2012 10-K Shows $35,000 Net Income MAXREP LLC: Court Narrows Counterclaims in Charter Fitness Suit MEDIMPACT HOLDINGS: Moody's Assigns Caa2 Rating to New Sr. Notes MF GLOBAL: Trustee Predicts Full Payment This Year MILAGRO OIL: Terminates Sequitur Consulting Agreement MT & JM LLC: Case Summary & 5 Unsecured Creditors MTS LAND: Has Interim OK to Increase DIP Loan to $2 Million MTS LAND: Hearing to Confirm 3rd Amended Plan to Commence Aug. 26 NAVISTAR INTERNATIONAL: Icahn Held 16.5% Equity Stake at July 19 NEW CENTURY TRS: Bid to Remove Bankruptcy Trustee Denied NEW ENGLAND COMPOUNDING: Aims to Sue Third Parties on Outbreak NORSE ENERGY: Asks Judge to Auction Drilling Leases NOVADEL PHARMA: Stockholders Approve Sale of Assets to Suda NUVILEX INC: Acquires BBB From SG Austria for $1.5 Million OMTRON USA: 3 Buyers Purchase Poultry Assets for $6 Million ORCHARD SUPPLY: Common Stock Delisted From NASDAQ PGA FLYOVER: Has Until Aug. 15 to Propose Chapter 11 Plan PIONEER FREIGHT: Chapter 15 Case Summary PONCE DE LEON: To Present Plan for Confirmation on Sept. 18 PROMMIS HOLDINGS: Wants Plan Filing Deadline Moved to Oct. 14 PWK TIMBERLAND: LaPorte's Chavgney Pierce Approved as CPA PITT PENN: CohnReznick Okayed as Ch.11 Trustee's Financial Advisor PITT PENN: Chapter 11 Trustee Can Hire Cole Schotz as Counsel PITT PENN: Stroz Friedberg Approved as E-Discovery Consultant QUANTUM FUEL: Board Approves Executive Bonus Plan QUEEN ELIZABETH: Voluntary Chapter 11 Case Summary QUICKSILVER RESOURCES: $491,625 Retention Bonuses Approved RAMAPO LIGHTING: Case Summary & 9 Unsecured Creditors RAMS ASSOCIATES: Case Summary & 20 Largest Unsecured Creditors RANCHO HOUSING: Gets Discharge from Personal Liability for Debts RANCHO HOUSING: Court Confirms Fourth Amended Chapter 11 Plan REALOGY CORP: Expects $1.5 Billion of Net Revenue in 2nd Quarter REMEDENT INC: Reports $982K Net Loss in Fiscal 2013 RESIDENTIAL CAPITAL: Hedge Funds Balk at Deal With Insurer FGIC RESIDENTIAL CAPITAL: Lawyers Accused of Conflict of Interest REVSTONE INDUSTRIES: Lender Seeks to Put Subsidiaries in Chapter 7 RG STEEL: Wins Court Approval to Employ APS International as Agent RG STEEL: Wins Approval to Sell Asset to Moose One for $837,700 RG STEEL: Group Appeals Ruling Allowing Caruso as RGSW Substitute RITE AID: $739.6 Million of 2017 Notes Validly Tendered RITE AID: Jean Coutu Ceased to Own Shares as of July 17 RIVERSIDE MEDICAL: Case Summary & 20 Largest Unsecured Creditors ROSETTA GENOMICS: Amends Co-Marketing Agreement with Precision ROTHSTEIN ROSENFELDT: Plan Confirmed for Ponzi Schemer's Firm RTS OIL: Incurs $1-Mil. Net Loss in Fiscal 2013 SAN JOSE FINANCING: Fitch Affirms 'BB' Revenue Bonds Ratings SCH CORP: Dist. Court Says CFI's Appeal on Case Dismissal Is Moot SCHOOL SPACE: Case Summary & 20 Largest Unsecured Creditors SEAN DUNNE: Denied Stay by U.S. Court; Irish Bankruptcy Can Begin SHAMROCK-HOSTMARK: Hearing on Plan Outline Continued to Aug. 27 SHILO INN: Court to Hold Final Hearing on Cash Use on July 30 SHILO INN: Files Schedules of Assets and Liabilities SHUANEY IRREVOCABLE: Hires Wilson Harrell as Attorney SKRO FAMILY: Loan Agreement Extension Approved SONA MOBILE: Contract Breach Suit v. eBet Goes to SDNY Court SOUTH SHORE FISHERIES: Voluntary Chapter 11 Case Summary SPECTRASCIENCE INC: Michael Oliver Named CFO SPENDSMART PAYMENTS: 662,540 Original Warrants Tendered SPIRE CORP: Common Stock Delisted From NASDAQ SPIRIT REALTY: Completes $7.4 Billion Merger with Cole Credit SPRINT COMMUNICATIONS: Moody's Raises Corp Family Rating to 'Ba3' STAR WEST: S&P Rates $850 Million Debt 'BB-' STELLAR BIOTECHNOLOGIES: Appoints New Corporate Secretary STREAMTRACK INC: Delays Form 10-Q for May 31 Quarter SULTAN SONS: Voluntary Chapter 11 Case Summary SUNTECH POWER: Files $192.7 Million Claim Against SPI SYNAGRO TECHNOLOGIES: Plan for EQT Buyout Heads for Creditor Vote SYNOVUS FINANCIAL: Fitch Raises Issuer Default Ratings to 'BB' T-L CHEROKEE: Disclosure Statement Objections Due July 26 TALON INTERNATIONAL: CVC Held 2% Equity Stake at July 12 TALON INTERNATIONAL: Redeems All B Preferred Stock for $18.8MM TALON THERAPEUTICS: Acquired by Spectrum Pharmaceuticals TALON THERAPEUTICS: Deerfield No Longer a Shareholder at July 16 TALON THERAPEUTICS: Eagle Buys 90% Equity take for $15.1 Million TALON THERAPEUTICS: Warburg No Longer Holds Shares as of July 16 TAUPA LITHUANIAN: Regulator Closes Credit Union TELETOUCH COMMUNICATIONS: Terminates Registration of Securities THERMOENERGY CORP: Board OKs By-Laws Amendment TIN MAN SNACKS: Case Summary & 20 Largest Unsecured Creditors TOBY-O INC: Case Summary & 10 Unsecured Creditors TRANSGENOMIC INC: AMH Equity Held 5.7% Equity Stake at July 17 TRANS-LUX CORP: Unit Sells Accounts Receivable to Prestige TRENDSET INC: Files Schedules of Assets and Liabilities TWIN DEVELOPMENT: Claims Bar Date Set for Aug. 30 UNI-PIXEL INC: Sets Q2 2013 Conference Call for August UNITEK GLOBAL: Inks $75 Million Revolving Credit Facility UNITEK GLOBAL: Standstill Period Extended Until July 26 USA BROADMOOR: Files Schedules of Assets and Liabilities VISUAL MANAGEMENT: Intelligent Digital Summary Judgment Bid Nixed VALENCE TECHNOLOGY: Plan Filing Period Extended Until Oct. 7 VIGGLE INC: Draws $3 Million Under Sillerman Credit Facility VISION INDUSTRIES: Amends 2012 Form 10-K VITESSE SEMICONDUCTOR: Rima Held 8.9% Equity Stake at June 28 VUZIX CORP: Inks $200,000 Private Placement Financing WAVE SYSTEMS: Amends 1.8MM Class A Shares Resale Prospectus WENTWOOD BAYTOWN: Gen. Unsecured Claims to Recover 20% Under Plan WENTWOOD BAYTOWN: Can Use Cash Collateral Through Sept. 30 WENTWOOD BAYTOWN: Can Borrow $107,325 in Unsecured Funds WESTFIELD PLAZA: Case Summary & 6 Largest Unsecured Creditors WESTINGHOUSE SOLAR: Cancels Merger Agreement with CBD Energy WOOTEN GROUP: Disclosure Statement Hearing Continued to Oct. 2 MORGAN DREXEN: CFPB Action Threatens Company's Survival WORLD IMPORTS: Sec. 341 Creditors' Meeting Set for Aug. 6 XZERES CORP: Robert N. Garff Held 8.6% Equity Stake at Nov. 15 XZERES CORP: Delays Form 10-Q for May 31 Quarter * Calling Judge an Ignoramus Justifies $5,000 Sanction * Lawyer Sanctioned for Repeatedly Violating Rule 7009 * Health Savings Accounts Are Lost by Filing Bankruptcy * Large Companies With Insolvent Balance Sheets ********* 1 TAP 500: Case Summary & 6 Unsecured Creditors ----------------------------------------------- Debtor: 1 TAP 500, LLC One Trans Am Plaza Drive, Suite 500 Oak Brook Terrace, IL 60181 Bankruptcy Case No.: 13-28219 Chapter 11 Petition Date: July 15, 2013 Court: United States Bankruptcy Court Northern District of Illinois (Chicago) Judge: Jack B. Schmetterer Debtor's Counsel: Erica Crohn Minchella, Esq. ERICA CROHN MINCHELLA, LTD. 7538 St. Louis Ave. Skokie, IL 60076 Tel: (847) 677-6772 E-mail: erica.minchella@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 six unsecured creditors, filed together with the petition, is available for free at http://bankrupt.com/misc/ilnb13-28219.pdf The petition was signed by Richard M. Killian, managing member. 250 AZ: U.S. Bank Seeks Stay Relief to Foreclose ------------------------------------------------ U.S. Bank National Association asks the Bankruptcy Court for relief from the automatic stay in the Chapter 11 cases of 250 AZ, LLC, to exercise any and all of its liens, rights and remedies against the Debtor. U.S. Bank National Association -- as trustee, successor-in- interest to Bank of America, N.A., as trustee, successor to Wells Fargo Bank, N.A., as Trustee, for the registered holders of COBALT CMBS Commercial Mortgage Trust 2006-C1, Commercial Mortgage Pass- Through Certificates, Series 2006-C1 by and through, CWCapital Asset Management LLC, solely in its capacity as Special Servicer -- asserts that the Debtor owes more than $74 million to the Trust, vastly exceeding the $31 million value of the Debtor's property. U.S. Bank said the rents from the Debtor's property, which are the trust's cash collateral, are insufficient to pay the operating expenses of the property and debt service payments. The bank also argued the Debtor has no unencumbered assets or committed source of funding to protect and maintain the property, including funds necessary to make the capital improvements of more than $1 million that the Debtor's own experts state must be made within the next year merely to maintain the property, let alone the additional $7,989,250 of "immediate" capital expenditures that must be made in the future and an additional $23 million of market upgrades. The bank also said the Debtor's projections demonstrate that the Debtor's contemplated reorganization structure is not feasible. Lori L. Winkelman, Esq., at Quarles & Brady LLP, and Jennifer L. Nassiri, Esq., at Venable LLP, represent U.S. Bank About 250 AZ, LLC 250 AZ, LLC, filed a Chapter 11 petition (Bankr. D. Ariz. Case No. 13-00851) in Tucson, Arizona, on Jan. 22, 2013. In its schedules, the Debtor disclosed $25 million in assets and $70.8 million in liabilities. 250 AZ owns an 84.70818% tenant in common interest in a 29-story office building located at 250 East Fifth Street, in Cincinnati, Ohio. The Debtor is represented by Dennis M. Breen, III, Esq., at Breen Olson & Trenton, LLP as counsel. The U.S. Trustee said an official committee of unsecured creditors has not been appointed because an insufficient number of persons holding unsecured claims against the company have expressed interest in serving on a committee. 250 AZ: Wants to Hire Valuation Experts --------------------------------------- 250 AZ, LLC, asks the U.S. Bankruptcy Court for the District of Arizona for permission to employ these experts in litigation without further Court order: 1. Business Valuation Expert -- Thomas G. Rooney CPA, CVA (Certified Value Analyst); 2. Appraisal Valuation Expert -- Robert J. Vodinelic, MRICS - Senior Director, Valuation & Advisory, at Cushman & Wakefield of Ohio, Inc.; and 3. Engineer Expert -- Gregory E. Lehn, PE, president & CEO at LM Consultants, Inc. Out of an abundance of caution, the Debtor requests that the Court specifically authorize it to retain the experts without requiring a separate application for each such expert. About 250 AZ, LLC 250 AZ, LLC, filed a Chapter 11 petition (Bankr. D. Ariz. Case No. 13-00851) in Tucson, Arizona, on Jan. 22, 2013. In its schedules, the Debtor disclosed $25 million in assets and $70.8 million in liabilities. 250 AZ owns an 84.70818% tenant in common interest in a 29-story office building located at 250 East Fifth Street, in Cincinnati, Ohio. The Debtor is represented by Dennis M. Breen, III, Esq., at Breen Olson & Trenton, LLP as counsel. The U.S. Trustee said an official committee of unsecured creditors has not been appointed because an insufficient number of persons holding unsecured claims against the company have expressed interest in serving on a committee. 3 CORKS: Case Summary & 6 Unsecured Creditors --------------------------------------------- Debtor: 3 Corks, LLC 9130 Galleria Court, Suite 324 Naples, FL 34109 Bankruptcy Case No.: 13-09238 Chapter 11 Petition Date: July 15, 2013 Court: United States Bankruptcy Court Middle District of Florida (Ft. Myers) Judge: Caryl E. Delano Debtor's Counsel: David A. Ray, Esq. DAVID A RAY, P.A. 901 South Federal Highway, Suite 300 Fort Lauderdale, FL 33316 Tel: (954) 399-0105 E-mail: dray@draypa.com Scheduled Assets: $3,000,000 Scheduled Liabilities: $5,002,534 A copy of the Company's list of its largest unsecured creditors, filed together with the petition, is available for free at http://bankrupt.com/misc/flmb13-9238.pdf The petition was signed by Elizabeth D'Jamoos, manager. 56 WALKER: Creditors Have Until Aug. 7 to File Proofs of Claim -------------------------------------------------------------- The U.S. Bankruptcy Court for the Southern District of New York established Aug. 7, 2013, as the deadline for any individual or entity to file proofs of claim against 56 Walker LLC. The Court also set Nov. 12, as the deadline for governmental units to file proofs of claim. 56 Walker LLC, the owner of a six-story building at 56 Walker Street in the Tribeca section of Manhattan, returned to Chapter 11 (Bankr. S.D.N.Y. Case No. 13-11571) on May 13, 2013, this time aiming for a $23 million sale to pay off about $14 million in mortgages and $2 million in unsecured debt. The Debtor scheduled assets of $23,000,000 and liabilities of $15,996,104. Judge Shelley Chapman was initially assigned to the case but the case was transferred to Judge Allan L. Gropper. Erica Feynman Aisner, Esq., at Delbello Donnellan Weingarten Wise & Wiederkehr, LLP, serves as the Debtor's counsel. The previous Chapter 11 case began in September 2011 and was dismissed in August 2012 when the bankruptcy judge refused to approve a settlement. 56 WALKIER: Delbello Donnellan Approved as Bankruptcy Counsel ------------------------------------------------------------- The Bankruptcy Court has authorized 56 Walker LLC to employ Delbello Donnellan Weingarten Wise & Wiederkehr, LLP as counsel. As reported by the Troubled Company Reporter on May 28, 2013, the Debtor believes the firms and its attorneys are disinterested persons within the meaning of Sec. 101(14) of the Bankruptcy Code. The firm's attorneys will be paid for the legal services rendered upon application pursuant 11 U.S.C. Sec. 330 and 331 duly filed with and approved by the Court. About 56 Walker 56 Walker LLC, the owner of a six-story building at 56 Walker Street in the Tribeca section of Manhattan, returned to Chapter 11 (Bankr. S.D.N.Y. Case No. 13-11571) on May 13, 2013, this time aiming for a $23 million sale to pay off about $14 million in mortgages and $2 million in unsecured debt. The Debtor scheduled assets of $23,000,000 and liabilities of $15,996,104. Judge Shelley Chapman was initially assigned to the case but the case was transferred to Judge Allan L. Gropper. Erica Feynman Aisner, Esq., at Delbello Donnellan Weingarten Wise & Wiederkehr, LLP, serves as the Debtor's counsel. The previous Chapter 11 case began in September 2011 and was dismissed in August 2012 when the bankruptcy judge refused to approve a settlement. 56 WALKER: Sotheby's International Okayed as Real Estate Broker --------------------------------------------------------------- The Bankruptcy Court has authorized 56 Walker LLC to employ Sotheby's International Realty, Inc. as exclusive real estate broker in connection with the sale of the Debtor's interest in its property located at 56 Walker Street, in New York. 56 Walker LLC, the owner of a six-story building at 56 Walker Street in the Tribeca section of Manhattan, returned to Chapter 11 (Bankr. S.D.N.Y. Case No. 13-11571) on May 13, 2013, this time aiming for a $23 million sale to pay off about $14 million in mortgages and $2 million in unsecured debt. The Debtor scheduled assets of $23,000,000 and liabilities of $15,996,104. Judge Shelley Chapman was initially assigned to the case but the case was transferred to Judge Allan L. Gropper. Erica Feynman Aisner, Esq., at Delbello Donnellan Weingarten Wise & Wiederkehr, LLP, serves as the Debtor's counsel. The previous Chapter 11 case began in September 2011 and was dismissed in August 2012 when the bankruptcy judge refused to approve a settlement. ACE ALLIANCE: Case Summary & 20 Largest Unsecured Creditors ----------------------------------------------------------- Debtor: ACE Alliance Inc. 53 Lincoln Park Newark, NJ 07102 Bankruptcy Case No.: 13-25376 Chapter 11 Petition Date: July 14, 2013 Court: United States Bankruptcy Court District of New Jersey (Newark) Judge: Rosemary Gambardella Debtor's Counsel: Donald Troy Bonomo, Esq. DONALD T. BONOMO ATTORNEY AT LAW 185 James Street, First Floor Hackensack, NJ 07601 Tel: (201) 396-9037 Fax: (201) 917-1366 E-mail: dbonomo123@gmail.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, filed together with the petition, is available for free at http://bankrupt.com/misc/njb13-25376.pdf The petition was signed by Amina Bey, president of WISOMM, Inc. and Vesta Godwin Clark, president of ACE Alliance, Inc. AFA INVESTMENT: Has Until Oct. 2 to File Chapter 11 Plan -------------------------------------------------------- The U.S. Bankruptcy Court for the District of Delaware extended, for the fourth time, AFA Investment Inc., et al.'s exclusive periods to file a proposed chapter 11 plan until Oct. 2, 2013, and solicit acceptances for that plan until Dec. 2. As reported by the Troubled Company Reporter on June 3, 2013, the Debtor requested for exclusivity extensions to allow them to continue to pursue a global settlement with key stakeholders, including the Official Committee of Unsecured Creditors, the Second Lien Agent, Nadia Sanchez, on behalf of herself and all others similarly situated, and American Capital, Ltd. According to the Debtors, the global settlement will bring the Chapter 11 cases to an efficient conclusion and maximize the value of the Debtors' estates for the benefit of their stakeholders. The Global Settlement also may provide a framework for the eventual development and confirmation of a Chapter 11 plan. The Debtors said they are not seeking a fourth extension of the Exclusive Periods to exert undue pressure on any creditor. About AFA Foods King of Prussia, Pennsylvania-based AFA Foods Inc. was one of the largest processors of ground beef products in the United States. AFA had seven facilities capable of producing 800 million pound of ground beef annually. Revenue in 2011 was $958 million. Yucaipa Cos. acquired the business in 2008 and currently owns 92% of the common stock and all of the preferred stock. AFA Foods, AFA Investment Inc. and other affiliates filed for Chapter 11 protection (Bankr. D. Del. Lead Case No. 12-11127) on April 2, 2012, after recent changes in the market for its ground beef products and the impact of negative media coverage related to boneless lean beef trimmings (BLBT) affected sales. Judge Mary Walrath presides over the case. Laura Davis Jones, Esq., Timothy P. Cairns, Esq., and Peter J. Keane, Esq., at Pachulski Stang Ziehl & Jones LLP, in Wilmington, Delaware; Tobias S. Keller, Esq., at Jones Day, in San Francisco; and Jeffrey B. Ellman, Esq., and Brett J. Berlin, Esq., at Jones Day, in Atlanta, Georgia, represent the Debtors. FTI Consulting Inc. serves as the Debtors' financial advisors and Imperial Capital LLC serves as marketing consultants. Kurtzman Carson Consultants LLC serves as noticing and claims agent. As of Feb. 29, 2012, the Debtors' books and records on a consolidated basis, reflected approximately $219 million in assets and $197 million in liabilities. AFA Foods, Inc., disclosed $615,859,574 in assets and $544,499,689 in liabilities as of the Petition Date. Roberta A. DeAngelis, U.S. Trustee for Region 3, appointed seven members to the official committee of unsecured creditors in the Debtors' cases. The Committee has obtained approval to hire McDonald Hopkins LLC as lead counsel and Potter Anderson & Corroon LLP serves as co-counsel. The Committee also obtained approval to retain J.H. Cohn LLP as its financial advisor. AFA, in its Chapter 11 case, sold plants and paid off the first- lien lenders and the loan financing the Chapter 11 effort. Remaining assets are $14 million cash and the right to file lawsuits. General Electric Capital Corp. and Bank of America Corp. provided about $60 million in DIP financing. The loan was paid off in July 2012. In October 2012, the Bankruptcy Court denied a settlement that would have released Yucaipa Cos., the owner and junior lender to AFA Foods, from claims and lawsuits the creditors might otherwise bring, in exchange for cash to pay unsecured creditors' claims under a liquidating Chapter 11 plan. Under the deal, Yucaipa would receive $11.2 million from the $14 million, with the remainder earmarked for unsecured creditors. Asset recoveries above $14 million would be split with Yucaipa receiving 90% and creditors 10%. Proceeds from lawsuits would be divided roughly 50-50. AFFYMAX INC: Common Stock Delisted From NASDAQ ---------------------------------------------- The NASDAQ Stock Market LLC notified the U.S. Securities and Exchange Commission that Affymax Inc.'s common stock was removed from listing on NASDAQ. As reported by the TCR on June 6, 2013, Affymax received a determination letter from the Nasdaq Stock Market LLC indicating that Nasdaq believes that the Company should be delisted pursuant to Rule 5101 of the Nasdaq Listing Rules. Specifically, Nasdaq notified the Company that it is operating as a "public shell" and has determined that, following the Company's announcement regarding the voluntary recall of OMONTYS, the Company no longer has an operating business. About Affymax Affymax, Inc. (Nasdaq: AFFY) is a biopharmaceutical company based in Palo Alto, California. In March 2012, the U.S. Food and Drug Administration approved the Company's first and only product, OMONTYS(R) (peginesatide) Injection for the treatment of anemia due to chronic kidney disease in adult patients on dialysis. OMONTYS is a synthetic, peptide-based erythropoiesis stimulating agent, or ESA, designed to stimulate production of red blood cells and has been the only once-monthly ESA available to the adult dialysis patient population in the U.S. The Company co- commercialized OMONTYS with its collaboration partner, Takeda Pharmaceutical Company Limited, or Takeda during 2012 until February 2013, when the Company and Takeda announced a nationwide voluntary recall of OMONTYS as a result of safety concerns. The Company's balance sheet at March 31, 2013, showed $66.7 million in total assets, $81.5 million in total liabilities, and a stockholders' deficit of $14.8 million. AGFEED USA: Section 341(a) Meeting Set on Aug. 21 ------------------------------------------------- A meeting of creditors in the bankruptcy case of AgFeed USA, LLC, will be held on Aug. 21, 2013, at 10:00 a.m. This is the first meeting of creditors required under Section 341(a) of the Bankruptcy Code in all bankruptcy cases. All creditors are invited, but not required, to attend. This meeting of creditors offers the one opportunity in a bankruptcy proceeding for creditors to question a responsible office of the Debtor under oath about the company's financial affairs and operations that would be of interest to the general body of creditors. About Agfeed Industries AgFeed Industries, formerly known as M2 P2, LLC, is an international agribusiness with operations in the U.S. and China. AgFeed has two business lines: animal nutrition in premix, concentrates and complete feeds and hog production. In the U.S., AgFeed's hog production unit, M2P2, is a market leader in setting new standards for production efficiency and productivity. AgFeed believes the transfer of these processes, procedures and techniques will allow its new Western-style Chinese hog production units to set new standards for production in China. China is the world's largest pork market consuming 50 percent of global production and over 62 percent of total protein consumed in China is pork. Hog production in China currently enjoys income tax free status. AgFeed Industries, Inc., and its affiliates filed voluntary petitions under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Case No. 13-11761) on July 15, 2013, with a deal to sell most of its subsidiaries to The Maschhoffs, LLC, for cash proceeds of $79 million, absent higher and better offers. The Debtors estimated assets of at least $100 million and debts of at least $50 million. Keith A. Maib signed the petition as chief restructuring officer. Hon. Brendan Linehan Shannon presides over the case. Donald J. Bowman, Jr., and Robert S. Brady, Esq., at Young, Conaway, Stargatt & Taylor, serve as the Debtors' counsel. BDA Advisors Inc. acts as the Debtors' financial advisor. The Debtors' claims and noticing agent is BMC Group, Inc. AMERICAN AIRLINES: Reports $220-Mil. Second-Quarter Net Income -------------------------------------------------------------- Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that AMR Corp. generated net income of $220 million in the second quarter, compared with a net loss of $241 million in the same quarter last year. According to the report, revenue of $6.45 billion for three months ended June 30 was almost exactly the same as the period last year. Operating income in this year's quarter, $489 million, was about 3.4 times more than last year's quarter. AMR said it was the most profitable second quarter in company history. Among the factors leading to better operating results was an 18 percent decline in wages, salaries and benefits, thanks to modified union contracts. Reorganization costs of $124 million this year were about half of last year's quarter. The report notes that for the first six months of 2013, AMR reported a net loss of $122 million on revenue of $12.6 billion. In the first half of 2012, the net loss was $1.9 billion. $1.37 Bil. in Claims Jacqueline Palank writing for Dow Jones' DBR Small Cap reports that retirees say they fear a recent proposal from AMR Corp. may let the parent of American Airlines shrug off some $1.37 billion in retiree claims that the bankruptcy court has yet to evaluate. 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 AMINCOR INC: Shares Now Eligible for Deposit -------------------------------------------- Janney Montgomery Scott LLC has been advised by the The Depository Trust & Clearing Corporation that Amincor, Inc., shares, CUSIP numbers 03153A106 and 03153A205 are now fully eligible for deposit. Amincor shareholders who wish to set up trading accounts are encouraged to contact Janney directly to facilitate the process. Janney Montgomery Scott, LLC, serves as market makers for the stock. Janney's contact information is as follows: JANNEY MONTGOMERY SCOTT LLC Attention: Matthew Corrado 575 Lexington Avenue 15th Floor New York, NY 10022 Toll Free: (888) 567 -1575 Phone: (212) 829-3833 E-mail: MCorrado@janney.com About Amincor Inc. New York, N.Y.-based Amincor, Inc., is a holding company operating through its operating subsidiaries Baker's Pride, Inc., Environmental Holdings Corp. and Tyree Holdings Corp., and Amincor Other Assets, Inc. BPI is a producer of bakery goods. Tyree performs maintenance, repair and construction services to customers with underground petroleum storage tanks and petroleum product dispensing equipment. Through its wholly owned subsidiaries, Environmental Quality Services, Inc., and Advanced Waste & Water Technology, Inc., EHC provides environmental and hazardous waste testing and water remediation services in the Northeastern United States. Other Assets, Inc., was incorporated to hold real estate, equipment and loan receivables. As of March 31, 2013, all of Other Assets' real estate and equipment are classified as held for sale. The Company's balance sheet at March 31, 2013, showed $34.9 million in total assets, $35.4 million in total liabilities, and a stockholders' deficit of $512,584. As reported in the TCR on April 24, 2013, Rosen Seymour Shapss Martin & Company, in New York, expressed substantial doubt about Amincor's ability to continue as a going concern, citing the Company's recurring net losses from operations and working capital deficit of $21.2 million as of Dec. 31, 2012. ARCTIC GLACIER: Moody's Says $20MM Loan Increase is Credit Neg -------------------------------------------------------------- Moody's says the announcement by Arctic Glacier U.S.A., Inc. that the company plans to exercise the $20 million accordion feature under its existing $260 million first lien term loan facility is a credit negative, but does not immediately impact the company's B3 Corporate Family Rating or stable rating outlook. Proceeds will be used to repay $14 million of existing revolver borrowings and to provide approximately $6 million of balance sheet cash for acquisitions, general corporate purposes and transaction related fees and expenses. ARI-RC 14: Updated Case Summary & Creditors' Lists -------------------------------------------------- Lead Debtor: ARI-RC 14, LLC 1525 & 1535 Rancho Conejo Blvd. Thousand Oaks, CA 91230 Bankruptcy Case No.: 13-14692 Chapter 11 Petition Date: July 15, 2013 Court: United States Bankruptcy Court Central District of California (San Fernando Valley) Judge: Alan M. Ahart Debtors' Counsel: John-Patrick M. Fritz, Esq. Daniel H. Reiss, Esq. LEVENE NEALE BENDER RANKIN ET AL 10250 Constellation Blvd. Ste 1700 Los Angeles, CA 90067 Tel: (310) 229-1234 Fax: (310) 229-1244 E-mail: jpf@lnbrb.com dhr@lnbyb.com Estimated Assets: $10,000,001 to $50,000,000 Estimated Debts: $10,000,001 to $50,000,000 The petition was signed by Kenneth Greene, president. Affiliates that simultaneously filed separate Chapter 11 petitions: Debtor Case No. ------ -------- ARI-RC 21, LLC 13-14694 Assets: $10,000,001 to $50,000,000 Debts: $10,000,001 to $50,000,000 ARI-RC 23, LLC 13-14695 Assets: $10,000,001 to $50,000,000 Debts: $10,000,001 to $50,000,000 ARI-RC 12, LLC 13-14697 Assets: $10,000,001 to $50,000,000 Debts: $10,000,001 to $50,000,000 A. A copy of ARI-RC 14's list of its 20 largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/cacb13-14692.pdf B. A copy of ARI-RC 21's list of its 20 largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/cacb13-14694.pdf C. A copy of ARI-RC 23's list of its 20 largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/cacb13-14695.pdf D. A copy of ARI-RC 12's list of its 20 largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/cacb13-14697.pdf BANESCO USA: Fitch Affirms 'B+' Long-Term Issuer Default Rating --------------------------------------------------------------- Fitch Ratings has affirmed Banesco USA's (BNSC) long-term Issuer Default Rating (IDR) and short-term IDR at 'B+'/'B', respectively. The Rating Outlook is Stable. Rating Action Rationale BNSC's IDRs reflect its limited history, geographic and product concentration, limited franchise value and modest earnings metrics. Ratings are supported by the company's strong brand affiliation, solid capital ratios given its risk profile, and good liquidity profile. KEY RATING DRIVERS - IDRs and Viability Rating (VR) BNSC's earnings are considered good at current rating levels, but are offset by its limited history and track record. Although results have benefited from the company's strong loan growth while maintaining low levels of net-charge offs (NCOs), Fitch believes that current NCOs and provision levels are not a good proxy for future performance. Furthermore, the company's profitability is mainly spread driven and revenue diversity is limited, although improving in most recent periods. Banesco's earnings measures are in line with expectations and incorporated in current ratings. Despite being a start-up in 2006, the company has been profitable since 2010. For year-end 2012, BNSC experienced a decline in net income, although, on a pre-tax basis income was slightly higher. This was due to a rise in operating expenses mainly from salaries and benefits jumping 82% compared to 2011. Notably, core earnings (net interest income and non-interest income) continue to improve quarter-over-quarter. Fitch believes successful execution of the bank's strategic growth should improve profitability measures. BNSC is focused on growing its balance sheet organically and/or through acquisitions. Overall, the loan portfolio exhibits sound asset quality; however, given rapid growth, credit measures may be understated. Nonetheless, asset quality ratios are much better than its similarly-sized peers in the local market. Despite operating in a challenging real estate market, NCOs have remained manageable. Although reserve levels have declined in most recent periods, they remain sufficient to support its present loan portfolio mix. Fitch notes that BNSC's loan book is concentrated in commercial real estate (CRE), similar to peers in the local market. Offsetting this, the portfolio itself is diversified by collateral type and granular in average size. During 2012, the company also reduced its real estate concentration by growing loans in commercial & industrial (C&I), along with correspondent banking and trade finance lending. BNSC's primary funding source is its core deposits, particularly foreign depositors. These deposits tend to be stickier compared to domestic clients, which are more sensitive to interest rates. Although not anticipated, a slowdown in deposit inflows from international customers to the U.S. may impact the company's strategic plans and increase future funding costs. Although capital is considered appropriate given the bank's asset mix on the balance sheet, its ability to access the capital markets (if needed) is considered limited. The principal owners have demonstrated continued support of the bank, as evidenced by additional capital contributions since the bank's inception; however, this is not incorporated into Fitch's rating nor is it relied upon. Given the company's good earnings performance, it has been successful in generating internal capital, and, on a risk- adjusted basis the capital position is strong. Although Tier 1 RBC has come down, it remains high at 12.13% as of first quarter 2013 (1Q'13). RATING SENSITIVITIES - IDRs and VR BNSC's financial measures are in-line with current ratings and at the high-end of their potential range. Positive rating drivers would be the successful execution of strategic growth initiatives while BNSC delivers improving and sustainable financial measures that are above similarly rated peer averages. Although not expected, negative credit trends could potentially pressure ratings, particularly if pre-provision net revenue (PPNR) is not sufficient to absorb potential net losses and capital position weakens. Reputational risk is also a concern given the bank's ties to Banesco Group domiciled in Venezuela. To-date, the bank has actually benefited from the Banesco brand, despite turmoil in Venezuela, as demonstrated by its stable deposit base. RATING DRIVERS AND SENSITIVITIES - Support and Support Rating Floors BNSC's has a Support Rating of '5' and Support Rating Floor of 'NF'. In Fitch's view, BNSC is not systemically important and therefore, Fitch believes the probability of support is unlikely. IDRs and VRs do not incorporate any support. Over the years, capital ratios have been augmented by contributions from the principal owners with an injection most recently of $7 million in April 2013. Although the owners have demonstrated their willingness to provide capital support, Fitch does not incorporate support into the ratings. Profile Established in 2006, Banesco USA (previously named BBU Bank and renamed in June 2011) is a state-chartered bank that is regulated by the FDIC and Florida state banking regulators (Office of Financial Regulations State of Florida). It operates mainly in Miami-Dade and Broward counties (with six branches) and one branch in Puerto Rico. The bank offers banking services to corporate and individual customers located in its operating markets. Similar to local peers, real estate financing is the main lending activity. At March 31, 2013, BNSC reported $775.3 million in total assets, $65.4 million in total equity and $663.2 million in deposits. The U.S.-based bank is affiliated with the 'Banesco' group, which has strong brand recognition in Latin America and is a market leader in Venezuela. Banesco Banco Universal is Venezuela's largest privately-held bank in terms of deposits and assets. The group also includes Banesco, S.A. y Subsidiaria based in Panama and Banesco Banco Multiple, S.A., in the Dominican Republic. The Banesco group also has banks in Colombia (Banesco), Curacao (Societe Financiere Des Antilles N.V.) and Spain (Banco Etcheverria). BNSC leverages the Banesco brand to gather deposits in its local market. Further, given its ties to Banesco, BNSC's infrastructure and organization are reflective of a larger institution. As in the other banks in the Banesco group, the management team is made up of individuals with many years of experience in the local markets. Fitch affirms the following ratings of Banesco USA: -- Long-term Issuer Default Rating (IDR) at 'B+'; -- Short-term Issuer Default Rating (IDR) at 'B'; -- Long-term Deposit Ratings at 'BB-'; -- Short-term Deposit Ratings at 'B'; -- Viability Rating at 'b+'; -- Support '5'; -- Support 'NF'. The Rating Outlook is Stable. BAYTEX ENERGY: S&P Raises Senior Unsecured Debt Rating to 'BB' -------------------------------------------------------------- Standard & Poor's Ratings Services said it raised its ratings on Alberta-based exploration and production (E&P) company Baytex Energy Corp.'s senior unsecured debt to 'BB' from 'BB-'. At the same time, Standard & Poor's revised its recovery rating on the debt to '3' from '5'. Standard & Poor's also affirmed its 'BB' long-term corporate credit rating on the company. The outlook is stable. "We have increased our estimated enterprise value for Baytex, due primarily to the oil sands-related reserves the company added to its asset portfolio during 2012," said Standard & Poor's credit analyst Michelle Dathorne. Although S&P believes its revised enterprise value in its default scenario would support full recovery for the company's senior unsecured debt, the recovery rating and debt issue ratings are capped at '3' and 'BB', respectively, which is consistent for S&P's recovery rating methodology for 'BB' category rated companies. "In our rated default scenario, we estimate that claims under the company's senior secured credit facility are fully covered, and that about US$570 million is available for senior unsecured claims. While the amount available exceeds Baytex's total senior unsecured claims, we have capped the recovery rating at '3' to account for the greater risk of recovery prospects being impaired due to incremental debt issuance before default," S&P said. The ratings on Baytex reflect Standard & Poor's opinion of the company's participation in the highly volatile and cyclical oil and gas industry, midsize reserve base, relatively narrow production diversification, and regionally focused upstream operations. S&P believes the relatively low-risk nature of Baytex's predominantly heavy oil reserves base, the good development opportunities associated with its existing portfolio of assets, and moderate capital structure partially offset these negative credit factors. S&P expects the company's near-term business strategy will focus on drill-bit-related growth, supplemented with bolt-on acquisitions. The stable outlook reflects Standard & Poor's expectation that Baytex will continue to fund its capital spending program and dividends largely with internally generated cash flows. Although S&P expects the company to increase its use of debt to fund bolt- on acquisitions in supplementing its organic growth, S&P believes it should achieve its reserves and production growth objectives without unduly compromising its balance sheet, cash flow protection metrics, and overall financial risk profile. The outlook also incorporates S&P's views that Baytex's financial metrics are strong, and that it can withstand considerable deterioration in its debt-to-cash-flow and coverage metrics and still maintain a financial risk profile commensurate with the 'BB' rating. A negative rating action could occur if the company increases its total debt outstanding, such that fully adjusted funds from operations (FFO)-to-debt falls below 20%, without achieving a meaningful increase to its reserves and production. S&P expects Baytex will continue to generate negative discretionary free cash flow during our two-year forecast period as it proceeds with its growth strategy, so a positive rating action during this time is unlikely. When the company moves beyond its initial growth phase, S&P could raise the ratings if it achieves its growth objectives and realizes the potential enhancement in its reserve profile while maintaining its fully adjusted debt-to-EBITDA at or below 1.5x and FFO-to-total adjusted debt at or above 60%. BEARINGPOINT INC: Gave Out $54MM on $781MM Unsecured Claims ----------------------------------------------------------- Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that the BearingPoint Inc. liquidating trust brought home a $55 million settlement of a lawsuit against officers and directors. The report relates that the lawsuit took a circuitous course as the result of the 2011 decision by the U.S. Supreme Court in a case called Stern v. Marshall. When U.S. Bankruptcy Judge Robert Gerber approved the plan, he provided in the confirmation order that a suit against former managers could be filed only in bankruptcy or district court in New York. Then came the Stern decision more than a year later, holding it was unconstitutional for a bankruptcy judge to make final rulings against third parties based on state-law claims. Consequently, Judge Gerber allowed the trustee to sue in Virginia state court based on claims of fraud, negligence and corporate waste. $476-Mil. Distributed According to the report, the trust for the one-time business consultant is distributing $28 million to creditors under a liquidating Chapter 11 plan approved in December 2009 using the so-called cramdown process. John DeGroote Services LLC, the trustee for the creditors' trust, said in a statement that $476 million has now been distributed to creditors. John DeGroote said that almost all the assets have now been liquidated. He doesn't expect to make a final distribution for another year and isn't sure there will be anything more for unsecured creditors. Mr. DeGroote said that secured creditors have been paid in full. Unsecured creditors will now have been paid a total of $54 million toward claims that totaled $781 million. Before BearingPoint's plan was confirmed, holders of the Series C and FFL Notes were told to expect a recovery between 7.6 percent and 14.7 percent on their claims aggregating $243 million. Unsecured creditors with $225.2 million in claims were estimated to receive a 2.6 percent to 5.1 percent recovery. The holders of $452 million in subordinated notes were receiving nothing. About BearingPoint Inc. BearingPoint, Inc. -- http://www.BearingPoint.com/-- was one of the world's largest providers of management and technology consulting services to Global 2000 companies and government organizations in more than 60 countries worldwide. BearingPoint, Inc., fka KPMG Consulting, Inc., together with its units, filed for Chapter 11 protection (Bankr. S.D.N.Y., Case No. 09-10691) on Feb. 18, 2009. BearingPoint disclosed total assets of $1.655 billion and debts of $2.201 billion as of Dec. 31, 2008. The Debtors' legal advisor was Weil, Gotshal & Manges, LLP. Their restructuring advisor was AlixPartners LLP, and their financial advisor and investment banker was Greenhill & Co., LLC. Jeffrey S. Sabin, Esq., at Bingham McCutchen LLP represented the Creditors' Committee. Garden City Group served as claims and notice agent. On the Petition Date, BearingPoint filed a Chapter 11 plan of reorganization negotiated with lenders prepetition. BearingPoint, however, changed course and pursued a sale of its units, after determining that creditor recoveries would be maximized through sales of the businesses. On Dec. 22, 2009, the Bankruptcy Court entered an order confirming the Debtors' Modified Second Amended Joint Plan. On Dec. 31, 2009, a Notice of Effective Date of the Plan was filed with the Bankruptcy Court. John DeGroote was appointed as liquidating trustee under the Plan. The liquidating trustee is represented by Katherine Dobson, Esq., at Bingham McCutchen, in Hartford, Connecticut. The trustee also has retained McKool Smith P.C. and Whiteford, Taylor & Preston L.L.P. to pursue claims against former company officers. BearingPoint sold the public services group for $350 million to Deloitte LLP. PricewaterhouseCoopers LLP paid $44 million for much of the commercial-services business. BERNARD L. MADOFF: Trustee Precluded From Distributions ------------------------------------------------------- Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that the trustee for Bernard L. Madoff Investment Securities Inc. is being precluded from distributing $1.36 billion to fraud victims as the consequence of contentions by some customers that their claims should be inflated to reflect how long they invested in the Ponzi scheme. Final briefs were filed July 18 by the Madoff trustee and the Securities Investor Protection Corp. According to the report, the issue will be argued in U.S. Bankruptcy Court in New York at a Sept. 10 hearing. Madoff Trustee Irving Picard contends there is no basis in the Securities Investor Protection Act for basing claims on anything other than the amount of cash invested less the amount taken out. Customers, supported by the U.S. Securities and Exchange Commission, say the court has equitable power to adjust claims to reflect the time- value of money. The report notes that the customers' arguments are hemmed on two sides by recent decisions from the U.S. Court of Appeals in Manhattan. The newest, from a case in April called Commodity Futures Trading Commission v. Walsh, resulted in a ruling that a federal court receiver for a Ponzi scheme made no error in refusing to increase claims to reflect time-value of money. Closer to home, the appeals court ruled in August 2011 in the Madoff case that fictitious account statements issued to customers must be disregarded in calculating their claims, because no securities were ever purchased on their behalf. Instead, the appeals court said that claims are properly calculated on the basis of cash invested less cash taken out, thus disregarding fictitious profits shown on account statements. Mr. Picard and SIPC, the report discloses, argue in their papers July 18 that customers are attempting to revisit the question of how claims are calculated. The trustee and SIPC contend that the statute provides no basis for inflating claims based on how long a customer had investments with Madoff. They quote the statute as saying that customers "shall share ratably" to the "extent of their respective net equities," calculated in accordance with appeals court decision two years ago. Even if Mr. Picard wins in bankruptcy court in September, he likely won't be able to distribute the $1.36 billion if customers appeal. The report relays that even assuming there is no intermediate appeal to a federal district judge, the interest question may not be finally resolved for another two years, given that a major dispute like the claim-calculation question went all the way to the U.S. Supreme Court. 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.). From recoveries in lawsuits coupled with money advanced by SIPC, Mr. Picard has paid 53 percent of customers' claims totaling $17.3 billion. Mr. Picard has collected about $9.35 billion, not including an additional $2.2 billion that was forfeit to the government and likewise will go to customers. Mr. Picard is holding more than $4.7 billion he can't distribute on account of outstanding appeals and disputes, such as the issue of interest on customers' claims. The largest holdback, almost $2.8 billion, results from disputed claims. BETTER PLACE: Israeli Auto Battery Swapper Files in Delaware ------------------------------------------------------------ Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that Better Place Inc., the developer of a chain of charging stations for electric-powered autos, filed a petition on July 19 for Chapter 15 protection (Bankr. D. Del. Case No. 13-11814) after initiating a liquidation in a court in Israel in June. According to the report, although there is no debt financing, the company raised $850 million in equity capital to develop and build the charging stations also equipped to exchange batteries in less than five minutes. The principal markets were Israel and Denmark. The company decided to liquidate when cash declined to $19 million worldwide, debt was more than $100 million, and only Renault made an auto compatible with the battery-swapping stations. The report discloses that there is also a liquidation of the affiliate in Demark. The business model called for customers to buy memberships for a monthly fee allowing the motorists unlimited use of charging stations and unlimited battery switching. Better Place would retain ownership of the batteries. In 2012, Better Place spent $454 million while generating only $6.9 million in revenue, according to a court filing. If the U.S. court recognizes Israel as home to the so-called foreign main bankruptcy proceeding, creditor actions in the U.S. will be halted. The U.S. court can assist the foreign liquidators while allowing the foreign court to pass on the validity of claims and distribute assets. About Better Place Better Place is an electric vehicle charging station start-up that had raised over $900 million in investor funding, and has now collapsed into forced liquidation in an Israeli District Court. Founded by Israeli entrepreneur Shai Agassi in 2007, Better Place developed a system by which electric-car owners could drive their vehicles into a network of stations around Israel and replace the car's battery with a new one in about the same amount of time it takes to fill a gasoline tank on a regular car. Sales of just $6.9 million in 2012 resulted to a loss of $459 million. BONTEN MEDIA: S&P Withdraws 'CCC' Corporate Credit Rating --------------------------------------------------------- Standard & Poor's Ratings Services withdrew its 'CCC' corporate credit rating on Bonten Media Group Inc. and its issue-level and recovery ratings on the company's senior secured credit facilities and subordinated notes following the company's full repayment of the debt. BT GEORGIA: Bid for More Time to Appeal Case Conversion Denied -------------------------------------------------------------- Bankruptcy Judge S. Martin Teel, Jr., denied BT Georgia Avenue, LLC's Motion to Certify Issues on Appeal and Extend Time for Filing Notice of Appeal. The Debtor intends to appeal a May 7, 2013 order converting its case from chapter 11 to chapter 7. The Conversion Motion was filed by the District of Columbia Water and Sewer Authority in March 2013 alleging that the Debtor had neglected to timely pay amounts owed under the confirmed Plan on DC Water's Class 2 prepeition secured claim and had failed to pay substantial postpetition water bills. In a July 8, 2013 Memorandum Decision available at http://is.gd/b3Aa7tfrom Leagle.com, Judge Teel held that (1) the May 7 order was a final order appealable of right, (2) the May 7 conversion order is inappropriate for a direct appeal to the court of appeals, and (3) the Debtor failed to show cause for an extension of the time to file a notice of appeal. BT Georgia Avenue, LLC, filed a Chapter 11 petition (Bankr. D.D.C. Case No. 10-00115) in 2010. On Dec. 19, 2011, the court confirmed the debtor's Chapter 11 plan. On May 7, 2013, the court granted the request of the District of Columbia Water and Sewer Authority to convert the case to chapter 7. A trustee was immediately appointed, but he shortly withdrew, and on May 14, 2013, Marc E. Albert was appointed to act as the chapter 7 trustee. He immediately filed an application to employ counsel on his behalf. CAPITOL BANCORP: Hearing on Liquidation Plan Moved to Oct. 9 ------------------------------------------------------------ Capitol Bancorp Ltd. and Financial Commerce Corporation filed an Amended Joint Liquidating Plan on July 17, 2013, which superseded the prior Joint Liquidating Plan. The combined hearing to be conducted by the Bankruptcy Court on (i) final approval of the Amended Disclosure Statement, and (ii) confirmation of the Amended Joint Liquidating Plan is scheduled for Oct. 9, 2013, at 10:00 a.m. Eastern Daylight Time. The Debtors are required to commence solicitation by July 29, 2013. The deadline for creditors to timely return ballots on the Amended Joint Liquidating Plan, as well as to file any objections, is Sept. 24, 2013, at 4:30 p.m. Eastern Daylight Time. This is also the deadline for the filing of any motions with the Bankruptcy Court to estimate claims for purposes of voting on the Amended Joint Liquidating Plan. As reported by The Troubled Company Reporter on May 31, 2013, the Liquidation Plan is premised on the Company conducting sales under Section 363(b) of the Bankruptcy Code of some or all of the remaining non-debtor subsidiary banks, as and when commercially reasonable opportunities for those transactions develop. The company says it is unlikely that the proceeds of any those sales could or would be available for distribution to the Company's creditors without the cooperation of the FDIC, if and to the extent the FDIC has that authority. This is because, under a pre-bankruptcy FDIC order and a subsequent agreement between Capitol and the FDIC, the Company has no interest in or right to ever receive proceeds from the sale of non-debtor subsidiary banks. Instead, those proceeds are to be remitted directly by the relevant purchaser to an escrow account managed by a third-party escrow agent. Under the FDIC Order and related agreements, those proceeds can only be distributed to bank shareholders (other than CBC) and to CBC's other subsidiary banks. The Company also will continue to seek a sale of its non- performing assets and non-performing loans to third parties. At the same time, the Plan contemplates that the Company continue to seek to obtain one or more Equity Investors to make it feasible to attempt to reorganize the Company and preserve the Company's ownership of at least certain of the remaining non-debtor subsidiary banks. A copy of the Amended Liquidating Plan is available at: http://is.gd/5K7UZI A copy of the Amended Disclosure Statement is available at: http://is.gd/IssILM 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., at 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. CEL-SCI CORP: Gets NYSE MKT Listing Non-Compliance Notice --------------------------------------------------------- CEL-SCI Corporation reported on a communication from staff of its current listing exchange that it considered the company to be noncompliant with certain listing requirements based on its quarterly report for the period ended March 31, 2013. The Company was given an opportunity to maintain its listing by submitting a plan of compliance by August 19, 2013. The Company intends to submit such a plan by August 19, 2013. Based on the company's quarterly report on Form 10-Q for the period ended March 31, 2013, noncompliance was noted with respect to the requirement of Section 1003(a)(iv) of the Company Guide for NYSE MKT. The exchange indicated that in order to maintain its NYSE MKT listing, a plan should be submitted by August 19, 2013 addressing regaining compliance with Section 1003(a)(iv) of the exchange's Company Guide by September 30, 2013. Additional information and provisions regarding the NYSE MKT requirements are found in Part 10 of its Company Guide. The communication and compliance plan has no current effect on the listing of the company's shares on the exchange. If the plan is not acceptable or the company does not make sufficient progress under the plan or reestablish compliance by September 30, 2013, then staff of the exchange may initiate proceedings for delisting from the NYSE MKT. The company may then appeal a staff determination to initiate such proceedings in accordance with the exchange's Company Guide. About CEL-SCI Corporation CEL-SCI is dedicated to research and development directed at improving the treatment of cancer and other diseases by utilizing the immune system, the body's natural defense system. Its lead investigational therapy is Multikine (Leukocyte Interleukin, Injection), currently being studied in a pivotal global Phase III clinical trial. CEL-SCI is also investigating an immunotherapy (LEAPS-H1N1-DC) as a possible treatment for H1N1 hospitalized patients and as a vaccine (CEL-2000) for Rheumatoid Arthritis (currently in preclinical testing) using its LEAPS technology platform. The investigational immunotherapy LEAPS-H1N1-DC treatment involves non-changing regions of H1N1 Pandemic Flu, Avian Flu (H5N1), and the Spanish Flu, as CEL-SCI scientists are very concerned about the possible emergence of a new more virulent hybrid virus through the combination of H1N1 and Avian Flu, or maybe Spanish Flu. The Company has operations in Vienna, Virginia, and in/near Baltimore, Maryland. CERTIFIED SERVICES: District Court Narrows "Pixler" Lawsuit ----------------------------------------------------------- In the civil action ROXANN PIXLER, Plaintiff v. ANTHONY HUFF, et al., Defendants, Case No. 3:11-CV-00207-JHM (W.D. Ky.), Chief District Judge Joseph H. McKinley, Jr.: -- granted Crossclaim Plaintiff Danny Pixler's motion to dismiss various claims against the Crossclaim Defendants; -- granted Crossclaim Defendants Brian Sly; Anthony Huff; Sheri Huff; Michele Brown; Anthony Russo; Huff Grandchildren's Trust; River Falls Investments LLC; Oxygen Unlimited, LLC; River Falls Holdings, LLC and Huff Farms (Horsebranch) LLC's motions to dismiss the cross claim for failure to state a claim; and -- denied Third Party Plaintiff Danny Pixler's motion for entry of default against Judson Wagenseller. The case centers around the creation and operation of Midwest Merger Management, LLC, which was formed in 2001 by Roxann Pixler, Dann Pixler, and Anthony Huff. MMM is a risk manager, who could collect premiums and fees from clients and would in turn pay premiums to insurance carriers that provided workers' compensation insurance coverage. Also in 2001, MMM acquired Certified Services, Inc., which itself acquired several subsidiaries. In her April 2011 civil action, Roxann Pixler alleged that the Defendants defrauded her out of her contractual right to share in the profits and financial gain of MMM. She alleges that Certified Services and other Kentucky entities were used to funnel money from MMM for the personal benefit of Anthony Huff, his wife Sheri, Danny Pixler, Michelle Brown, Anthony Russo, Brian Sly and others. The scheme began to unravel as Certified Services filed for Chapter 11 bankruptcy in 2005. The Second Amended Cross Complaint alleges 10 claims against the various Crossclaim Defendants: breach of agreement (Count I); breach of fiduciary duty (Count II); breach of agreement (Count III); breach of contract (Count IV); conspiracy (Count V); fraud (Count VI); accounting fraud (Count VII); conversion (Count VIII); RICO (Count IX); negligence (Count X); and punitive damages (Count XI). [DN 133]. The Court grants Mr. Pixler's motion to dismiss Count III, Count VII, Count VIII, and Count X. A copy of Judge McKinley's July 8, 2013 Memorandum Opinion and Order is available at http://is.gd/tXNGYyfrom Leagle.com. Plaintiff Roxann Pixler is represented by Annie O'Connell, Esq., of O'Connell Law Office, PLLC & Steven R. Romines, Esq., of Romines Weis & Young, PSC. Defendants and Cross Defendants Anthony Huff, Michele Brown, Sheri Huff, Anthony Russo, RiverFalls Investments, LLC, Oxygen Unlimited, LLC, River Falls Equities, LLC, SDH Realty, Inc. W.A. Huff, LLC, The Huff Grandchildren Trust, River Falls Financial Services, LLC, Huff Farm, Inc. are represented by Judson B. Wagenseller. Cross Defendant Thomas Bean is represented by Denis J. Ogburn, Esq. -- denis.ogburn@penceogburn.com -- of Pence & Ogburn, PLLC. Cross Defendant Brian Sly is represented by Daniel T. Bernhard, Esq. -- bernhard@freelandlaw.com -- of Freeland, Cooper & Foreman LLP & Scott P. Zoppoth, Esq. -- spz@zoplaw.com -- at The Zoppoth Law Firm. Headquartered in Ft. Lauderdale, Florida, Certified HR Services Company filed a voluntary Chapter 11 petition on May 12, 2005 (Bankr. S.D. Fla. Case No. 05-22912). Thomas R. Lehman, Esq., at Miami, Florida, represents the Debtor in its restructuring efforts. COLDWATER PORTFOLIO: Wins Confirmation of Chapter 11 Plan --------------------------------------------------------- The U.S. Bankruptcy Court for the Northern District of Indiana on July 17, 2012, confirmed the Chapter 11 plan of Coldwater Portfolio Partners LLC and U.S. Bank National Bank Association, as successor trustee for GS Mortgage Securities Corporation II, Commercial Mortgage Pass-Through Certificates, Series 2006-G G6 and RBS Financial Products, Inc. At the same hearing, the bankruptcy judge also approved the adequacy of the disclosure statement in explaining the terms of the Plan. As reported in the TCR on June 5, 2013, the Joint Plan calls for unsecured creditors with $225,000 in claims to be paid 44 percent. Properties will be transferred to a liquidating trust, with sale proceeds earmarked for the lenders. If they wish, the lenders may buy the properties using debt rather than cash. About Coldwater Portfolio Coldwater Portfolio Partners LLC filed a voluntary Chapter 11 petition (Bankr. N.D. Ind. Case No. 12-31182) on April 4, 2012. CPP, a limited liability company organized under the laws of the state of Delaware, was formed in January 2006 with the purpose of owning and operating 38 commercial real estate properties. The majority of the properties are shadow retail centers located adjacent to Wal-Mart Supercenters throughout the Midwest and Southern States. The Debtor has developed relationships with nationwide retailers who operate local stores at the Shadow Retail Centers, including Dollar Tree, Game Stop, Sally Beauty, and Fashion Bug. The Shadow Retail Centers are particularly attractive commercial retail properties with business arising from the Wal-Mart customer traffic. Bankruptcy Judge Harry C. Dees, Jr., oversees the case. Forrest B. Lammiman, Esq., and David L. Kane, Esq., at Meltzer, Purtill & Stelle LLC, serve as the Debtor's counsel. Variant Capital Advisors LLC provides investment banking services to the Debtor. In its schedules, CPP disclosed $43,795,511 in assets and $73,808,077 in liabilities as of the Petition Date. CPP is a subsidiary of CPP Holdings LLC. Kenneth S. Klein, manager of CPP, signed the Chapter 11 petition. A related entity, Coldwater Portfolio Partners II, LLC, owns and operates nine shadow retail centers in the Midwest and Southern United States. Klein Retail Centers, Inc. is the parent of Coldwater II. Two Plans have been submitted in the case for Court approval. The Debtor's Plan provides that the Debtor will reorganize with the help of financing proposed by N3 retail Investors, LLC, as the plan sponsor. The Lenders' Plan provides for the orderly sale or other disposition of the Debtor's Property and other assets, the payment in full of all allowed administrative claims and priority claims in the Chapter 11 case and guarantees that unsecured trade creditors receive no less than a pro rata share of $100,000. COLORADO CUSTOMWARE: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------------ Debtor: Colorado Customware, Inc. 736 Whalers Way Bldg F100 Fort Collins, CO 80525 Bankruptcy Case No.: 13-22227 Chapter 11 Petition Date: July 17, 2013 Court: United States Bankruptcy Court District of Colorado (Denver) Judge: Elizabeth E. Brown Debtor's Counsel: Michael J. Pankow, Esq. BROWNSTEIN HYATT FARBER SCHRECK, LLP 410 17th St., 22nd Flr. Denver, CO 80202 Tel: (303) 223-1100 Fax: (303) 223-1111 E-mail: mpankow@bhfs.com Estimated Assets: $0 to $50,000 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/cob13-22227.pdf The petition was signed by Lori D. Burge, president. COOPER-BOOTH WHOLESALE: Files Schedules of Assets and Liabilities ----------------------------------------------------------------- Cooper-Booth Wholesale Company, L.P., has filed with the U.S. Bankruptcy Court for the Eastern District of Pennsylvania its schedules of assets and liabilities, disclosing: Name of Schedule Assets Liabilities ---------------- ----------- ----------- A. Real Property $0 B. Personal Property $58,216,784 C. Property Claimed as Exempt D. Creditors Holding Secured Claims $7,887,905 E. Creditors Holding Unsecured Priority Claims $16,545,769 F. Creditors Holding Unsecured Non-priority Claims $10,620,807 ----------- ----------- TOTAL $58,216,784 $35,054,482 A copy of the schedules is available for free at http://bankrupt.com/misc/COOPER-BOOTH_WHOLESALE_sal.pdf 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. CORNERSTONE HOMES: Section 341(a) Meeting on Aug. 19 ---------------------------------------------------- U.S. Trustee Kathleen Dunivin Schmitt will conduct a meeting of creditors in the bankruptcy case of Cornerstone Homes, Inc., on Aug. 19, 2013, at 1:00 p.m. at Rochester UST 341. This is the first meeting of creditors required under Section 341(a) of the Bankruptcy Code in all bankruptcy cases. All creditors are invited, but not required, to attend. This meeting of creditors offers the one opportunity in a bankruptcy proceeding for creditors to question a responsible office of the Debtor under oath about the company's financial affairs and operations that would be of interest to the general body of creditors. Cornerstone Homes Inc., a homebuilder from Corning, New York, filed a Chapter 11 petition (Bankr. S.D.N.Y. Case No. 13-21103) on July 15, 2013, in Rochester alongside a reorganization plan already accepted by 96 percent of unsecured creditors' claims. The Debtor disclosed assets of $18,561,028 and liabilities of $36,248,526. Judge Paul R. Warren presides over the case. David L. Rasmussen, Esq., at Davidson Fink, LLP, serves as the Debtor's counsel. D & L ENERGY: Files Schedules of Assets and Liabilities ------------------------------------------------------- D & L Energy, Inc., has filed with the U.S. Bankruptcy Court for the Northern District of Ohio its schedules of assets and liabilities, disclosing: Name of Schedule Assets Liabilities ---------------- ----------- ----------- A. Real Property $36,032,400 B. Personal Property $4,983,277 C. Property Claimed as Exempt D. Creditors Holding Secured Claims $1,373,565 E. Creditors Holding Unsecured Priority Claims $1,500 F. Creditors Holding Unsecured Non-priority Claims $4,812,152 ----------- ----------- TOTAL $41,015,677 $6,187,217 A copy of the schedules is available for free at http://bankrupt.com/misc/D_&_L_ENERGY_sal_amended.pdf 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. Brian T. Angeloni, Esq., Kathryn A. Belfance, Esq., Steven Heimberger, Esq., and Todd A. Mazzola, Esq., at Roderick Linton Belfance, LLP, serve 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. Sherri Lynn Dahl, Esq., and Peter R. Morrison, Esq., at Squire Sanders (US) LLP, represent the Creditors Committee as counsel. DEMCO INC: Wants Filing Period Extended Until Jan. 31 ----------------------------------------------------- Demco, Inc., asks the U.S. Bankruptcy Court for the Western District of New York to further its exclusive periods to file and obtain acceptances of a plan until Jan. 31, 2014, and April 1, 2014, respectively. The hearing on the motion will be held on Aug. 14, 2013, at 10:00 a.m. According to papers filed with the Court, the Debtor intends to file a Chapter 11 Plan as soon as it is reasonably practicable. However, because it has only just recently returned to demolition work, it will need to bid and to perform such work for a period of time post-petition, so as to be able to demonstrate the feasibility of any plan by which it proposes to emerge from Chapter 11. For that reason, the Debtor is bringing this Motion seeking to extend the time within which it might exclusively file a Chapter 11 Plan of Reorganization. The Motion was filed by: Daniel F. Brown, Esq. ANDREOZZI, BLUESTEIN, FICKESS, MUHLBAUER WEBER, BROWN, LLP 333 International Drive, Suite B-4 Williamsville, NY 14221 Tel: (716) 235-5030 (Direct Dial) (716) 633-3200, Ext. 218 Fax: (716) 633-0301 E-mail: dfb@abfmwb.com About Demco Inc. Demco, Inc., aka Decommissioning & Environmental Management Company, is a specialty trade contractor based in West Seneca, New York, which provides demolition services, nuclear work, environmental clean-up, disaster response and a variety of other services throughout the United States and, on a project-by-project basis, internationally. Some of Demco's better known demolition projects in the past have included the Rocky Flats Nuclear Power Plant, Yankee Stadium, the Orange Bowl, Buffalo Memorial Auditorium, and the Sunflower Army Ammunition Plant. Demco filed for Chapter 11 protection (Bankr. W.D.N.Y. Case No. 12-12465) on Aug. 6, 2012. Bankruptcy Judge Michael J. Kaplan presides over the case. Daniel F. Brown, Esq., at Andreozzi, Bluestein, Fickess, Muhlbauer Weber, Brown, LLP, represents the Debtor in its restructuring effort. The Debtor estimated assets and debts at $10 million to $50 million. The petition was signed by Michael J. Morin, controller. Tracy Hope Davis, the U.S. Trustee for Region 2, appointed three creditors to serve on the Official Committee of Unsecured Creditors. First Niagara Bank, the cash collateral lender, is represented by William F. Savino, Esq., at Damon Morey. DETROIT, MI: Fitch Says G.O. Bonds Unlikely to Be Repaid -------------------------------------------------------- The July 18, 2013 bankruptcy filing by the city of Detroit, MI, represents the next stage in the examination and prioritization of the city's sizable long-term liabilities. Fitch Ratings remains concerned that the chances for full and timely payment of unlimited tax general obligation (ULTGO) bonds appear weak despite the city's adherence thus far to its pledge to levy and collect a voter-approved tax specifically for that purpose. There has been little precedent for the classification of ULTGOs as general unsecured debt and the bankruptcy court's treatment of this issue will inform future credit analysis of ULTGO bonds. The next debt service payment date for ULTGOs and limited tax general obligations (LTGOs) is October 1, 2013. Fitch will be watching closely the ongoing developments related to the bankruptcy and upcoming payments. "This action was not unexpected. We signalled concern about Detroit's long-term prospects and kept the ratings on negative watch or outlook as the ratings declined steadily since 2005," Fitch said. On June 14, 2013 Fitch lowered both the LTGOs and ULTGOs to 'C' from 'CC' and 'CCC', respectively, stating that default is imminent or inevitable, when the emergency manager announced the intention to default on and/or execute a distressed debt exchange last month. Retiree Panel Katy Stech writing for Dow Jones' DBR Small Cap reports that poised to break pension promises to more than 23,500 retired city workers, cops and firefighters, Detroit's bankruptcy attorneys said that those retirees deserve an official committee to speak for them as the 686,000-resident city struggles to unload labor costs in order to survive. DETROIT, MI: S&P Likely to Drop Water Revenue Bonds Rating to 'CC' ------------------------------------------------------------------ Standard & Poor's Ratings Services has placed its ratings on Detroit's senior-lien and second-lien water revenue bonds on CreditWatch with negative implications due to the city's filing of a petition for protection under Chapter 9 of the U.S. Bankruptcy Code. On July 18, 2018, the governor approved a petition for protection under Chapter 9 with the U.S. Bankruptcy Court, Eastern District of Michigan. S&P expects to resolve the CreditWatch when it is able to determine the extent, if any, a Chapter 9 filing would have on the water system bond credit rating. If a debt restructuring or 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 S&P classifies as distressed but has not yet completed the transaction. The rating would be lowered further if the water revenue bonds become a specific subject of the bankruptcy petition or actual payments are not made on time. "We could revise the outlook to stable or raise the rating once we are confident a restructuring will not take place," said Standard & Poor's credit analyst Scott Garrigan. "Any plans the emergency manager submits to the bankruptcy court should shed additional light on the possibility of such a restructuring." DETROIT, MI: Bankruptcy Blessing in Disguise, Says Biz. Group ------------------------------------------------------------- The City of Detroit's filing of Chapter 9 bankruptcy may be a blessing in disguise for Detroit's business community, according to Michigan Business and Professional Association President and CEO Jennifer Kluge. "The business community long ago committed to re-developing the City of Detroit," said Ms. Kluge. "With the City's path forward is no longer in doubt; now public officials must follow the direction of the court and finally address long-simmering financial issues which means that private sector leaders can proceed with their plans knowing that the City's financial issues are being addressed," she continued. Ms. Kluge pointed to a number of signs that prove businesses both large and small are committed to keeping Detroit alive: -- Corporate Real Estate magazine named Wayne County Economic Development as one of the nation's top-performing economic development organizations citing 10,582 new jobs and $2.2 billion in capital investment in Detroit in 2012. -- Detroit was chosen No. 5 on the 2012 list of fastest growing tech cities according to tech job site Dice.com. It was No. 1 on the same list in 2011. -- Major food retailers, Meijer and Whole Foods, are building new stores within Detroit's boundaries--the first for any major retailer in many years. -- State officials are moving forward with the new International Trade Crossing across the Detroit River and the M-1 Rail Streetcar project. -- Local business leader Dan Gilbert has purchased 22 properties over the last three years through his Rock Ventures entity. -- The renovation of historical business buildings, apartments and hotels in Downtown and Mid-town seems to be picking up steam. "These developments are continuing because Detroit has a lot of spunk on top of its reasonably priced talent and real estate," Ms. Kluge declared. "From our work with thousands of businesses across the state, we know that we have great talent and an enduring spirit of entrepreneurship in the private sector that will help to ensure Detroit's future." The Michigan Business and Professional Association -- http://www.michbusiness.org-- boasts a statewide sphere of influence that no other organization of its kind can claim, leveraging a depth of programs and community initiatives that positively impact more than 150,000 businesses. About Detroit, Michigan The city of Detroit, Michigan, weighed down by more than $18 billion in accrued obligations, sought municipal bankruptcy protection Thursday, July 18, 2013, by filing a voluntary Chapter 9 petition (Bankr. E.D. Mich. Case No. 13-53846). Detroit listed more than $1 billion in both assets and debts. Kevyn Orr, who was appointed in March 2013 as Detroit's emergency manager, signed the petition. Detroit is represented by lawyers at Jones Day and Miller Canfield Paddock and Stone PLC. Michigan Governor Rick Snyder authorized the bankruptcy filing. The filing makes Detroit the largest American city to seek bankruptcy, in terms of population and the size of the debts and liabilities involved. EAST COAST: Chapter 11 Trustee Can Employ Brian Rich as Counsel --------------------------------------------------------------- The U.S. Bankruptcy Court for the Middle District of Florida has authorized Gerard A. McHale, the duly appointed Chapter 11 Trustee in the bankruptcy cases of East Coast Brokers & Packers, Inc., et al., to employ Brian G. Rich, Esq., at Berger Singerman LLP as counsel to the Chapter 11 Trustee. As reported in the TCR on July 15, 2013, Berger Singerman will, among other things, consult with the Trustee concerning the administration of these cases, to investigate the acts, conduct, assets, liabilities, and financial condition of the Debtors, and assist the Trustee in other financial matters. The current hourly rates for professionals at Berger Singerman are: Professional Rates ----------- ------ Attorneys $250 to $625 of-counsel $225 associate $495 legal assistants $75 to $210 paralegals $75 to $210 The hourly rate of Jordi Guso and Brian G. Rich, the shareholders who will be principally responsible for the firm's representation of the Chapter 11 Trustee, are $595 and $545, respectively. About East Coast Brokers East Coast Brokers & Packers, Inc., along with four related entities, sought Chapter 11 protection (Bankr. M.D. Fla. Case No. 13-02894) in Tampa, Florida, on March 6, 2013. East Coast Brokers & Packers disclosed $12,663,307 in assets and $75,181,975 in liabilities as of the Chapter 11 filing. Scott A. Stichter, Esq., and Susan H. Sharp, Esq., at Stichter, Riedel, Blain & Prosser, P.A., in Tampa, serve as counsel to the Debtors. Steven M. Berman, Esq., and Hugo S, deBeaubien, Esq., at Shumaker, Loop, & Kendrick, LLP, in Tampa, are the Debtors' proposed special counsel. In June 2013, the bankruptcy court approved the appointment of Gerard A. McHale, Jr., to serve as Chapter 11 trustee. MLIC Asset Holdings LLC and MLIC CB Holdings LLC asked the Bankruptcy Court to appoint a Chapter 11 trustee, or, in the alternative, dismiss the Debtors' Chapter 11 cases. According to the MLIC entities, the Debtors, among other things had mishandled the potential rents from employees, failed to pay taxes, failed to maintain insurance, has inadequate security regarding the Debtors' personal and real property, and delayed the filing of schedules and reports required under the Bankruptcy Code. Brian G. Rich, Esq., at Berger Singerman LLP, in Tallahassee, Fla., represents the Chapter 11 trustee as counsel. EAST COAST BROKERS: Trustee Can Employ Own Firm as Accountants -------------------------------------------------------------- The U.S. Bankruptcy Court for the Middle District of Florida granted Chapter 11 Trustee Gerald A. McHale, Jr., to employ his own firm Gerard A. McHale, Jr., P.A., as accountant to the Chapter 11 Trustee, nunc pro tunc to June 20, 2013. As reported in the TCR on July 15, 2013, the firm will, among other things, provide these services: a. review of all financial information prepared by Debtors or their accountants, including, but not limited to a review of all of the Debtors' financial information as of the date of the Petition Date, the Debtors' assets and liabilities, and their secured and unsecured creditors; b. review and analysis of the organizational structure of and financial interrelationships among the Debtors and their affiliates and insiders, including a review of the books of such companies or persons as may be requested; and c. review and analysis of transfers to and from the Debtors to third parties, both pre-petition and post-petition. McHale PA has agreed to perform those services at the ordinary and usual hourly billing rates of its members who will perform services in this matter. McHale PA will incur out-of-pocket disbursements in the rendition of the services for which it shall seek reimbursement. About East Coast Brokers East Coast Brokers & Packers, Inc., along with four related entities, sought Chapter 11 protection (Bankr. M.D. Fla. Case No. 13-02894) in Tampa, Florida, on March 6, 2013. East Coast Brokers & Packers disclosed $12,663,307 in assets and $75,181,975 in liabilities as of the Chapter 11 filing. Scott A. Stichter, Esq., and Susan H. Sharp, Esq., at Stichter, Riedel, Blain & Prosser, P.A., in Tampa, serve as counsel to the Debtors. Steven M. Berman, Esq., and Hugo S, deBeaubien, Esq., at Shumaker, Loop, & Kendrick, LLP, in Tampa, are the Debtors' proposed special counsel. In June 2013, the bankruptcy court approved the appointment of Gerard A. McHale, Jr., to serve as Chapter 11 trustee. MLIC Asset Holdings LLC and MLIC CB Holdings LLC asked the Bankruptcy Court to appoint a Chapter 11 trustee, or, in the alternative, dismiss the Debtors' Chapter 11 cases. According to the MLIC entities, the Debtors, among other things had mishandled the potential rents from employees, failed to pay taxes, failed to maintain insurance, has inadequate security regarding the Debtors' personal and real property, and delayed the filing of schedules and reports required under the Bankruptcy Code. Brian G. Rich, Esq., at Berger Singerman LLP, in Tallahassee, Fla., represents the Chapter 11 trustee as counsel. EAST COAST BROKERS: Taps Shumaker Loop as Special Counsel --------------------------------------------------------- East Coast Brokers & Packers, Inc., et al., ask the U.S. Bankruptcy Court for the Middle District of Florida for permission to employ Shumaker, Loop, & Kendrick, LLP as special counsel, nunc pro tunc to July 3, 2013. The professional services the firm is being hired to perform include assisting the Debtors in creating a combined reorganization and liquidation plan, drafting plan documents and needed filings, working to obtain debtor-in-possession financing, assessing and outlining tax claims, evaluating secured claim rights, outlining payment schedules for the satisfaction of secured creditors and creating value for unsecured creditors and equity. According to papers filed with the Court, the firm will work closely with the Debtors' general counsel to coordinate complementary efforts and to avoid any duplication of effort. In anticipation of the Court's approval of this application, the firm has received a retainer from a non-debtor, Angela Madonia, in the amount of $25,000 for services to be rendered to the Debtors as of July 3, 2013. The Debtors have agreed to compensate the firm on an hourly basis in this case in accordance with the firm's hourly rates which are in effect on the date the service is rendered, subject to the filing of fee and cost applications and this Court's approval of same prior to the Debtors' rendition of any payment. The Debtors have also agreed to reimburse the firm for its actual and necessary expenses incurred in representing the Debtors. According to the application, the firm represents no interest adverse to the Debtors or to the estate in the matter upon which it is to be engaged by the Debtors, and the firm's employment would be in the best interest of the Debtors' estates. Proposed special counsel to the Debtors can be reached at: Steven M. Berman, Esq. Hugo S. deBeaubien, Esq. SHUMAKER LOOP & KENDRICK, LLP 101 E. Kennedy Blvd., Suite 2800 Tampa, FL 33602 Tel: (813) 229-7600 Fax: (813) 229-1660 E-mail: sberman@slk-law.com bdebeaubien@slk-law.com About East Coast Brokers East Coast Brokers & Packers, Inc., along with four related entities, sought Chapter 11 protection (Bankr. M.D. Fla. Case No. 13-02894) in Tampa, Florida, on March 6, 2013. East Coast Brokers & Packers disclosed $12,663,307 in assets and $75,181,975 in liabilities as of the Chapter 11 filing. Scott A. Stichter, Esq., and Susan H. Sharp, Esq., at Stichter, Riedel, Blain & Prosser, P.A., in Tampa, serve as counsel to the Debtors. In June 2013, the bankruptcy court approved the appointment of Gerard A. McHale, Jr., to serve as Chapter 11 trustee. MLIC Asset Holdings LLC and MLIC CB Holdings LLC asked the Bankruptcy Court to appoint a Chapter 11 trustee, or, in the alternative, dismiss the Debtors' Chapter 11 cases. According to the MLIC entities, the Debtors, among other things had mishandled the potential rents from employees, failed to pay taxes, failed to maintain insurance, has inadequate security regarding the Debtors' personal and real property, and delayed the filing of schedules and reports required under the Bankruptcy Code. Brian G. Rich, Esq., at Berger Singerman LLP, in Tallahassee, Fla., represents the Chapter 11 trustee as counsel. EDISON MISSION: Wins Approval to Hire JPMorgan to Assist in Sale ---------------------------------------------------------------- Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that Edison Mission Energy was authorized by the bankruptcy court on July 17 to hire J.P. Morgan Securities LLC as a co-adviser to explore a potential sale of the business. According to the report, the retention represented a turnabout for EME, which had been saying there would be no emergence from bankruptcy reorganization as a standalone company until December 2014, to continue receiving benefits from a tax-sharing agreement with the non-bankrupt parent Edison International Inc. J.P. Morgan will be paid a fee using a sliding scale based on the dollar value of a transaction. Upon announcement that J.P. Morgan was coming aboard, EME said no decision was made about selling. The report notes that for now, EME said it would continue working on a dual track allowing for a "standalone restructuring" or a sale. J.P. Morgan will work with Perella Weinberg Partners, EME's investment banker and financial adviser. About Edison Mission Santa Ana, California-based Edison Mission Energy is a holding company whose subsidiaries and affiliates are engaged in the business of developing, acquiring, owning or leasing, operating and selling energy and capacity from independent power production facilities. EME also engages in hedging and energy trading activities in power markets through its subsidiary Edison Mission Marketing & Trading, Inc. EME was formed in 1986 and is an indirect subsidiary of Edison International. Edison International also owns Southern California Edison Company, one of the largest electric utilities in the United States. EME and its affiliates sought Chapter 11 protection (Bankr. N.D. Ill. Lead Case No. 12-49219) on Dec. 17, 2012. EME has reached an agreement with the holders of a majority of EME's $3.7 billion of outstanding public indebtedness and its parent company, Edison International EIX, that, pursuant to a plan of reorganization and pending court approval, would transition Edison International's equity interest to EME's creditors, retire existing public debt and enhance EME's access to liquidity. The Company's balance sheet at Sept. 30, 2012, showed $8.17 billion in total assets, $6.68 billion in total liabilities and $1.48 billion in total equity. In its schedules, Edison Mission Energy disclosed total assets of assets of $5,721,559,170 and total liabilities of $6,202,215,094 as of the Petition Date. Kirkland & Ellis LLP is serving as legal counsel to EME, Perella Weinberg Partners, LP is acting as financial advisor and McKinsey Recovery & Transformation Services U.S., LLC is acting as restructuring advisor. GCG, Inc., is the claims and notice agent. An official committee of unsecured creditors has been appointed in the case and is represented by the law firms Akin Gump and Perkins Coie. The Committee also has tapped Blackstone Advisory Partners as investment banker and FTI Consulting as financial advisor. EME said it doesn't plan to emerge from Chapter 11 until December 2014 to receive benefits from a tax-sharing agreement with parent Edison International Inc. ENGLOBAL CORP: Inks $21.5MM Asset Purchase Pact with Furmanite -------------------------------------------------------------- ENGlobal Corporation, on July 15, 2013, entered into an Asset Purchase Agreement with Furmanite America, Inc., for Furmanite to acquire the assets of the Company's Gulf Coast operations, including its Beaumont, TX, Baton Rouge, LA, Lake Charles, LA, Deer Park, TX, and Freeport, TX offices, which primarily perform in-office and in-plant engineering and non-destructive testing and inspection work for downstream clients. Furmanite will pay a purchase price of approximately $21.5 million, consisting primarily of cash at closing and a $3.5 million promissory note, with 4 percent interest and annual payments, issued with a parent company guarantee, subject to certain adjustments. Consistent with the terms of the Asset Purchase Agreement, the transaction is expected to close by the end of the current third quarter of this fiscal year, subject to fulfillment of certain customary conditions. Furmanite will offer employment to the approximately 900 employees serving the Gulf Coast operations, subject to the employees meeting customary employment requirements. Furmanite will assume the real estate leases and contracts utilized by the Gulf Coast operations, subject to the consent of the lessors and customers. The ENGlobal and Furmanite have made customary representations and warranties, which will generally survive for a period of six months following the closing of the transaction. Subject to certain limitations, the parties have rights to indemnification for breaches of representations and warranties, non-performance of their respective covenants, and third party claims. The indemnification expires after two years. The Asset Purchase Agreement contains customary termination rights for both the ENGlobal and Furmanite if certain closing conditions are not met, if there is a material adverse effect on the business, or if the transaction has not closed by Sept. 7, 2013. In addition, the Company has agreed, subject to certain qualifications, that for a period of three years after the closing, it will not, directly or indirectly, compete in the non- destructive testing and inspection business; and within a specified region, it will not compete in the downstream refinery and petrochemical plant market for engineering and in-plant staffing services. The agreement also contains reciprocal prohibitions on solicitation of the others employees. A copy of the Asset Purchase Agreement is available for free at: http://is.gd/wrTd1h About ENGlobal Headquartered in Houston, Texas, ENGlobal -- http://www.ENGlobal.com-- is a provider of engineering and related project services principally to the energy sector throughout the United States and internationally. ENGlobal operates through two business segments: Automation and Engineering & Construction. ENGlobal's Automation segment provides services related to the design, fabrication and implementation of process distributed control and analyzer systems, advanced automation, and related information technology. The Engineering & Construction segment provides consulting services relating to the development, management and execution of projects requiring professional engineering as well as inspection, construction management, mechanical integrity, field support, quality assurance and plant asset management. ENGlobal currently has approximately 1,400 employees in 11 offices and 9 cities. The Company's balance sheet at March 30, 2013, showed $70.79 million in total assets, $43.51 million in total liabilities, all current, and $27.28 million in total stockholders' equity. Going Concern "The Company has been operating under difficult circumstances since the beginning of 2012. For the year ended December 29, 2012, the Company reported a net loss of approximately $33.6 million that included a non-cash charge of approximately $16.9 million relating to a goodwill impairment and a non-cash charge of approximately $6.8 million relating to a valuation allowance established in connection with the Company's deferred tax assets. During 2012, our net borrowings under our revolving credit facilities increased approximately $10.5 million to fund our operations. Due to challenging market conditions, our revenues and profitability declined during 2012 and continued to weaken through the first quarter of 2013. As a result, we have failed to comply with several financial covenants under our credit facilities resulting in defaults. Although we have sold assets, reduced debt and decreased personnel in an attempt to improve our liquidity position, we cannot assure you that we will be successful in obtaining the cure or waiver of the defaults under our credit facilities. If we fail to obtain the cure or waiver of the defaults under the facilities, the lenders may exercise any and all rights and remedies available to them under their respective agreements, including demanding immediate repayment of all amounts then outstanding or initiating foreclosure or insolvency proceedings. In such event and if we are unable to obtain alternative financing, our business will be materially and adversely affected, and we may be forced to sharply curtail or cease our operations. As a part of our efforts to improve our cash flow and restore our financial relationship with our lenders under the PNC Credit Facility, we engaged an investment banking firm to pursue strategic alternatives on behalf of the Company and a consulting firm to assist the Company with cost cutting efforts. These circumstances raise substantial doubt about the Company's ability to continue as a going concern," according to the Company's quarterly report for the period ended March 30, 2013. EXIDE TECHNOLOGIES: Amends DIP Agreement with JP Morgan ------------------------------------------------------- Exide Technologies restated its existing Superiority Debtor-in- Possession Credit Agreement, dated as of June 9, 2013, pursuant to that certain Amended and Restated Superiority Debtor-in-Possession Credit Agreement, dated as of July 12, 2013, by and among the Company, as US Borrower, Exide Global Holding Netherlands C.V., as Foreign Borrower, the lenders from time to time party thereto and JP Morgan Chase Bank, N.A., as agent. The Restated DIP Financing effected amendments to certain borrowing mechanics and certain other provisions, including (i) addition of a $25 million swingline facility sublimit, (ii) creation of two separate tranches in the existing $225 million revolver facility - a $110 million facility under which only advances denominated in U.S. Dollars can be drawn and a $115 million facility under which advances denominated in U.S. Dollars or Euros can be drawn, and (iii) other modifications to facilitate the making of loans to the Foreign Borrower. Meanwhile, on July 18, 2013, the Nasdaq Stock Market issued a press release, pursuant to its obligations under Nasdaq Listing Rule 5830 and Rule 12d2-2 of the Securities Exchange Act, advising that the Company's common stock will be delisted ten days after NASDAQ files the Form 25. A copy of the Restated DIP Agreement is available at: http://is.gd/Z8Nbrd Objections Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that when Exide Technologies appears in court on July 24 seeking final approval of $500 million in financing for the bankruptcy reorganization begun in June, the lead-acid battery maker will face opposition from the U.S. Environmental Protection Agency, 10 states and the official creditors' committee. According to the report, the EPA and the states contend the loan, provided by JPMorgan Chase Bank NA as the lenders' agent, would preclude Exide from responding to an environmental catastrophe because response costs aren't included in the budget that must be approved by lenders. The governments contend a bankruptcy loan cannot be used by a company in Chapter 11 as an excuse for failing to comply with requirements of state and federal environmental law. The creditors' committee argues that the loan requires an overly quick resolution of a complex case. The committee points an accusatory finger at loan provisions requiring a business plan acceptable to the lenders by Dec. 10 and an acceptable Chapter 11 plan by March 10. 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 after. 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. EXIDE TECHNOLOGIES: Common Stock Delisted From NASDAQ ----------------------------------------------------- The NASDAQ Stock Market LLC filed a Form 25 with the U.S. Securities and Exchange Commission to remove from listing the common stock of Exide Technologies on NASDAQ. Paul Hirt, Jr., notified Exide that he has resigned as executive vice president and President-Exide Americas effective no later than Aug. 31, 2013. Effective upon Mr. Hirt's resignation, Bruce Cole, executive vice president-Asia Pacific, Business Development and Strategy, will assume responsibility for the Industrial and Recycling operations within the Exide Americas business unit. The Transportation operations within the business unit will report to Bob Caruso, the Company's chief restructuring officer. 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 after. 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. EXIDE TECHNOLOGIES: Exec. VP Paul Hirt Steps Down ------------------------------------------------- Exide Technologies on July 19 disclosed that R. Paul Hirt, Jr. has resigned as Executive Vice President and President-Exide Americas, effective no later than August 31, 2013, to accept another opportunity. "Paul has been a valuable member of the Executive Leadership Team since he joined the Company in 2011, and has led the Americas division during a challenging period," said James R. Bolch, Exide's President and Chief Executive Officer. "We appreciate Paul's contributions and wish him the best in his future endeavors." Effective upon Mr. Hirt's resignation, Bruce Cole, currently Executive Vice President-Asia Pacific, Business Development and Strategy, will assume additional responsibility for the Industrial and Recycling operations within the Exide Americas business unit. "Bruce is well prepared for this challenge, given his familiarity with the Industrial and Recycling operations over his 24 years with the Company," Mr. Bolch added. The Transportation operations within the Americas business unit will now report to Bob Caruso, Exide's Chief Restructuring Officer. 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 after. 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. FERRAIOLO CONSTRUCTION: Wants Use of Cash Collateral Until October ------------------------------------------------------------------ Ferraiolo Construction, Inc., asks the U.S. Bankruptcy Court for the District of Maine to enter a final order authorizing the Debtor to use cash collateral of the Bank of Maine through Oct. 5, 2013. By order dated May 3, 2012, following agreement on the terms of the same between the Debtor, the Bank of Maine and the Official Committee of Unsecured Creditors, the Court entered a Fourth Order granting the Debtor's motion for authority to use cash collateral through Aug. 3, 2013. As adequate protection for BOM, the Debtor proposes that for each dollar of cash collateral that is in existence on the date of filing and that is utilized by the Debtor, BOM will receive a valid, perfected and enforceable replacement lien in all cash, inventory, accounts receivable and proceeds of the same, held by the Debtor, or generated by the Debtor from its continuing operations. In addition, and as further adequate protection for BOM's interests in property of the estate, the Debtor will continue to (a) make adequate protection payments and provide escrowed amounts (as those terms are defined in the fourth order) to BOM on a monthly basis; and (b) remain current on all real estate taxes that come due on the retained real estate (as that term is defined in the fourth order) during the relevant period. About Ferraiolo Construction Headquartered in Rockland, Maine, Ferraiolo Construction Inc., fka Ferraiolo Precast, Inc., Ferraiolo Corp., and Ferraiolo Real Estate Company, Inc., is a corporation engaged in the businesses of road construction and commercial construction site work, sale of asphalt and concrete products, and related businesses. It owns multiple parcels of real estate as well as machinery and equipment, that it uses to manufacture gravel, precast concrete forms and other items utilized in the construction business. It became the successor by merger with two affiliates, Ferraiolo Precast, Inc., and Ferraiolo Corp., each of which was engaged in a unified and integrated business enterprise with the Debtor. The Debtor filed for Chapter 11 protection (Bankr. D. Maine Case No. 13-10164) on March 13, 2013, in Bangor, Maine, after the Bank of Maine sent notices telling the Debtor's customers to send their payments to the bank. In its Petition, the Debtor estimated $10 million to $50 million in assets and $10 million to $50 million in debts. Judge Louis H. Kornreich presides over the case. Andrew Helman, Esq., David C. Johnson, Esq., and George J. Marcus, Esq., at Marcus, Clegg & Mistretta, P.A., serve as bankruptcy counsel for the Debtor. The petition was signed by John Ferraiolo, president and treasurer. Nathaniel R. Hull, Esq., Roger A. Clement, Jr., Esq., and Christopher S. Lockman, Esq., at Verrill Dana, LLP, represent the official Committee of Unsecured Creditors. FERRAIOLO CONSTRUCTION: Proceeds of Auction to Fund Plan Payments ----------------------------------------------------------------- To satisfy its prepetition creditors, and to enable the confirmation of its Plan of Reorganization dated June 7, 2013, the Ferraiolo Construction, Inc., has liquidated certain of its assets at an auction held on June 11 and June 12, 2013, according to the disclosure statement that was revised on July 17, 2013. The proceeds of this auction will be used to fund payments to secured, priority, and unsecured creditors, to fund a portion of the Bonding Deposit, and to provide additional working capital to the Debtor. The Debtor will retain certain other assets that it owns in order to conduct its business, as reorganized. Secured creditor Bank of Maine has signed a Plan Support Agreement with the Debtor. Holders of allowed unsecured claims, which includes allowed unsecured claims held by Bank of Maine, will receive, on a pro rata basis, payments from amounts contributed by the Debtor which will equal $200,000. If unsecured creditors vote in favor of the Plan, then all equity interests will remain unimpaired. Alternatively, if they reject the Plan (which is unlikely because BOM, the largest holder of allowed claims in the class Seven has agreed to support the Plan, then the equity holders would not be allowed to retain their equity interests in the Debtor unless the unsecured creditors are paid in full or the existing equity holders provide new value to the Debtor. A copy of the revised proposed disclosure statement is available at http://bankrupt.com/misc/ferraioloconstruction.doc174.pdf About Ferraiolo Construction Headquartered in Rockland, Maine, Ferraiolo Construction Inc., fka Ferraiolo Precast, Inc., Ferraiolo Corp., and Ferraiolo Real Estate Company, Inc., is a corporation engaged in the businesses of road construction and commercial construction site work, sale of asphalt and concrete products, and related businesses. It owns multiple parcels of real estate as well as machinery and equipment, that it uses to manufacture gravel, precast concrete forms and other items utilized in the construction business. It became the successor by merger with two affiliates, Ferraiolo Precast, Inc., and Ferraiolo Corp., each of which was engaged in a unified and integrated business enterprise with the Debtor. The Debtor filed for Chapter 11 protection (Bankr. D. Maine Case No. 13-10164) on March 13, 2013, in Bangor, Maine, after the Bank of Maine sent notices telling the Debtor's customers to send their payments to the bank. In its Petition, the Debtor estimated $10 million to $50 million in assets and $10 million to $50 million in debts. Judge Louis H. Kornreich presides over the case. Andrew Helman, Esq., David C. Johnson, Esq., and George J. Marcus, Esq., at Marcus, Clegg & Mistretta, P.A., serve as bankruptcy counsel for the Debtor. The petition was signed by John Ferraiolo, president and treasurer. Nathaniel R. Hull, Esq., Roger A. Clement, Jr., Esq., and Christopher S. Lockman, Esq., at Verrill Dana, LLP, represent the official Committee of Unsecured Creditors. FRIENDFINDER NETWORKS: Gets Forbearance Extension Until July 31 --------------------------------------------------------------- FriendFinder Networks Inc. and Interactive Network, Inc., entered into the Fourth Amendments to the Forbearance Agreements, which were previously entered into on Nov. 5, 2012, and amended effective on Feb. 4, 2013, May 6, 2013 and June 7, 2013, with over 93 percent of the unaffiliated holders of the Company's 14 percent Senior Secured Notes due 2013 and 100 percent of the holders of the Cash Pay Secured Notes due 2013. The Fourth Amendments extend the forbearance period from July 1, 2013, to July 31, 2013, unless certain events are triggered before such date. Copies of the Forbearance Agreements are available for free at: http://is.gd/PKs7S2 http://is.gd/zIdUU3 About FriendFinder Networks FriendFinder Networks (formerly Penthouse Media Group) owns and operates a variety of social networking Web sites, including FriendFinder.com, AdultFriendFinder.com, Amigos.com, and AsiaFriendFinder.com. All total, its Web sites are offered in 12 languages to users in some 170 countries. The company also publishes the venerable adult magazine PENTHOUSE, and produces adult video content and related images. The Company is based in Boca Raton, Florida. FriendFinder Networks reported a net loss of $49.44 million in 2012, a net loss of $31.14 million in 2011, and a net loss of $43.15 million in 2010. The Company's balance sheet at March 31, 2013, showed $461.21 million in total assets, $647.78 million in total liabilities and a $186.56 million total stockholders' deficiency. * * * In the Nov. 14, 2012, edition of the TCR, Standard & Poor's Ratings Services lowered its rating on FriendFinder Networks Inc. to 'CC' from 'CCC'. "The downgrade follows FriendFinder's announcement that it had reached a forbearance agreement with 85% of the lenders in its senior secured notes and 100% of the lenders in its second lien cash pay notes that defers the excess cash flow payments through Feb. 4, 2013," said Standard & Poor's credit analyst Daniel Haines. "The company has decided to preserve liquidity as it attempts to refinance its debt. We are withdrawing our ratings at the company's request." GAVILON GROUP: S&P Affirms 'BB' CCR; Outlook Stable --------------------------------------------------- Standard & Poor's Ratings Services affirmed its 'BB' corporate credit rating on Omaha, Nebraska-based Gavilon Group LLC, removed it from CreditWatch and assigned a stable outlook, and subsequently withdrew the rating at Gavilon's request. S&P also withdrew all issue-level ratings, including the senior secured ratings on Gavilon's term loan, which was repaid, and the asset- based revolving credit facility, which was amended and extended. The ratings affirmation, stable outlook, and removal from CreditWatch reflects S&P's opinion that Gavilon's credit profile is largely unchanged following the acquisition and includes some implicit support from Marubeni. S&P's assessment of Gavilon's "aggressive" financial risk profile and "fair" business risk profile remains unchanged. "We believe Gavilon's earnings will continue to be subject to volatility despite no longer operating its unpredictable energy segment, which was not included in the sale," said Standard & Poor's credit analyst Chris Johnson. "However, Gavilon has become one of the five largest grain merchandisers in the U.S., and we believe Gavilon's physical infrastructure provides an important link in the agricultural supply chain." HOG BROTHERS: Assets Not Sold to Fort Iron Revests in Debtor ------------------------------------------------------------ Judge Phillip J. Shefferly of the U.S. Bankruptcy Court for the Eastern District of Michigan denied Fort Iron and Metal Company's motion requesting a determination that prior orders entered by the bankruptcy court in the Chapter 11 case of Hog Brothers Recycling, LLC, transferred all of the Debtor's assets to Fort Iron. Judge Shefferly also determined to close the case after the denial order was entered. Hog Brothers Recycling, LLC, filed for bankruptcy on March 18, 2010 (Bankr. E.D. Mich., Case No. 10-48733). On July 9, 2010, the Bankruptcy Court approved a motion for the sale of substantially all of the Debtor's assets for Fort Iron. On Oct. 22, 2010, the Court entered an order dismissing the case and the case was closed on Oct. 25, 2010. In a July 8, 2013 Order is available at http://is.gd/DCblkhfrom Leagle.com, Judge Shefferly concluded that the October 22 dismissal did not have the effect of vacating the two orders entered by the Court approving sales of assets to Fort Iron -- but it did have the effect of revesting any other property of the estate in the Debtor, to the extent that the Debtor owned any property that was not included in the sales to Fort Iron. Further, the judge said that under 11 U.S.C. Sec. 362(c)(2)(B), the dismissal of the Chapter 11 case terminated the automatic stay that applied to creditors of the Debtor during the bankruptcy case. "[T]he combined effect of Sec. 349(b)(3) and Sec. 362(c)(2)(B) meant that any creditors of the Debtor could proceed with respect to any collection actions against the Debtor and any of the Debtor's property that revested in it upon the dismissal of the bankruptcy case. One of its creditors, CSX Transportation, did just that," Judge Shefferly opined. CSX filed a lawsuit against the Debtor before it filed for bankruptcy. That lawsuit was stayed during the pendency of the bankruptcy case, but CSX resumed it when the Debtor's case was dismissed. GEORGE DEVICTOR: Case Summary & 5 Unsecured Creditors ----------------------------------------------------- Debtor: George DeVictor, LLC 3025 Route 10 East Denville, NJ 07834 Bankruptcy Case No.: 13-25649 Chapter 11 Petition Date: July 17, 2013 Court: United States Bankruptcy Court District of New Jersey (Newark) Judge: Rosemary Gambardella Debtor's Counsel: John J. Scura, III, Esq. SCURA, MEALEY, WIGFIELD & HEYER 1599 Hamburg Turnpike, P.O. Box 2031 Wayne, NJ 07470 Tel: (973) 696-8391 E-mail: jscura@scuramealey.com Scheduled Assets: $1,041,000 Scheduled Liabilities: $777,954 A copy of the Company's list of its five unsecured creditors, filed together with the petition, is available for free at http://bankrupt.com/misc/njb13-25649.pdf The petition was signed by Jerry Kuzemczak, member. HASSEN REAL ESTATE: Effective Date Occurred on May 30 ----------------------------------------------------- Eastland Tower Partnership and Hasset Real Estate Partnership has served notice that on May 30, 2013, the Third Amended Joint Plan of Reorganization of the Debtors became effective and binding on all parties in interest in the Debtors' cases. As reported in the TCR, Eastland Tower Partnership and Hassen Real Estate Partnership's Third Amended Joint Plan of Reorganization dated Jan. 17, 2013, which allows for the estates to compromise and settle claims against and claims held by the estates, has been confirmed by the bankruptcy court. The terms of certain compromises and settlements are included in the Plan, the Plan Documents, and any separate stand-alone motions filed with the Bankruptcy Court and heard prior to the entry of the Confirmation Order. Because the settlements are integral to the implementation of the Plan, they are approved as part of the Plan. The settlements are the product of good-faith, arm's-length negotiations. About Hassen Real Estate and Eastland Tower Hassen Real Estate Partnership and affiliate Eastland Tower Partnership are each engaged in the business of commercial real estate development and operation in West Covina, California. HREP owns and operates a retail/office center known as the West Covina Village Shopping Center, while ETP owns and operates an office tower known as the Wells Fargo Bank Tower. HREP filed for Chapter 11 bankruptcy protection (Bankr. C.D. Cal. Case No. 11-25499) on April 10, 2011. Christine M. Pajak, Esq., and Marina Fineman, Esq., and Theodore B. Stolman, Esq., at Stutman, Treister & Glatt Professional Corporation, in Los Angeles, serve as the Debtor's bankruptcy counsel. The Debtor estimated its assets and debts at $10 million to $50 million. ETP (Bankr. C.D. Cal. Case No. 11-25500) simultaneously filed a separate Chapter 11 petition. HD EQUIPMENT: Voluntary Chapter 11 Case Summary ----------------------------------------------- Debtor: HD Equipment, Inc. dba HD Equipment 2208 S. 47th St. McAllen, TX 78503 Bankruptcy Case No.: 13-70347 Chapter 11 Petition Date: July 17, 2013 Court: United States Bankruptcy Court Southern District of Texas (McAllen) Judge: Richard S. Schmidt Debtor's Counsel: Antonio Villeda, Esq. LAW OFFICE OF ANTONIO VILLEDA 5414 N 10th St McAllen, TX 78504 Tel: (956) 631-9100 E-mail: avilleda@mybusinesslawyer.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $500,001 to $1,000,000 The Debtor did not file a list of its largest unsecured creditors together with its petition. The petition was signed by Hector Danini, president. HOLLINGER INC: Settles Claims Against Ex-Director Peter Atkinson ---------------------------------------------------------------- The Litigation Trustee of Hollinger Inc. on July 19 disclosed that Hollinger Inc. and Peter Y. Atkinson have entered into a settlement agreement to resolve all claims against Mr. Atkinson, a former director of Hollinger Inc. The terms of the settlement include Mr. Atkinson's agreement to provide continuing cooperation to Hollinger Inc. and the Litigation Trustee in their pursuit of claims against the remaining defendants to Hollinger-related litigation in exchange for a dismissal of the claims brought by Hollinger Inc. against Mr. Atkinson and releases in his favor, both by Hollinger Inc. and its subsidiaries (other than Chicago Newspapers Liquidation Corp., formerly known as the Sun-Times Media Group Inc., which Hollinger Inc. no longer controls) and by third parties involved in related Hollinger litigation. The settlement and the releases are subject to court approval, which will be sought on notice to other affected parties. Hollinger Inc. and its subsidiaries, Sugra Ltd. and 4322525 Canada Inc., are currently subject to proceedings in Canada under the Companies' Creditors Arrangement Act (Canada) and in the United States under Chapter 15 of the U.S. Bankruptcy Code. The securities of Hollinger Inc. are subject to a cease trade order issued by the Ontario Securities Commission on July 23, 2008. Hollinger's common shares and Series II preference shares were delisted from the Toronto Stock Exchange on August 22, 2008. About Hollinger Inc. Based in Toronto, Ontario, Hollinger Inc. (TSX: HLG.C)(TSX: HLG.PR.B) -- http://www.hollingerinc.com/-- owns approximately 70.1% voting and 19.7% equity interest in Sun-Times Media Group Inc., formerly Hollinger International Inc., a media company with assets which include the Chicago Sun-Times newspaper and Suntimes.com and a number of community newspapers and websites serving communities in the Chicago area. The company, along with two affiliates, 4322525 Canada Inc. and Sugra Limited, filed separate Chapter 15 petitions on Aug. 1, 2007 (Bankr. D. Del. Case Nos. 07-11029 through 07-11031). Hollinger also initiated Court-supervised restructuring under the Companies' Creditors Arrangement Act (Canada) on the same day. Derek C. Abbott, Esq., and Kelly M. Dawson, Esq., at Morris, Nichols, Arsht & Tunnell LLP, represents the Debtors in their U.S. proceedings. As reported in the Troubled company Reporter on Feb. 22, 2008, Hollinger Inc.'s consolidated balance sheet at Dec. 31, 2007, showed C$79.8 million in total assets and C$219.3 million in total liabilities, resulting in a C$139.5 million total stockholders' deficit. HOLLINGER INC: Settles Claims Against Ex-Director John Boultbee --------------------------------------------------------------- The Litigation Trustee of Hollinger Inc. on July 19 disclosed that Hollinger Inc. and John A. Boultbee have entered into a settlement agreement to resolve all claims against Mr. Boultbee, a former director of Hollinger Inc. The terms of the settlement include Mr. Boultbee's agreement to provide continuing cooperation to Hollinger Inc. and the Litigation Trustee in their pursuit of claims against the remaining defendants to Hollinger-related litigation in exchange for a dismissal of the claims brought by Hollinger Inc. against Mr. Boultbee and releases in his favor, both by Hollinger Inc. and its subsidiaries (other than Chicago Newspapers Liquidation Corp., formerly known as the Sun-Times Media Group Inc., which Hollinger Inc. no longer controls) and by third parties involved in related Hollinger litigation. The settlement and the releases are subject to court approval, which will be sought on notice to other affected parties. Hollinger Inc. and its subsidiaries, Sugra Ltd. and 4322525 Canada Inc., are currently subject to proceedings in Canada under the Companies' Creditors Arrangement Act (Canada) and in the United States under Chapter 15 of the U.S. Bankruptcy Code. The securities of Hollinger Inc. are subject to a cease trade order issued by the Ontario Securities Commission on July 23, 2008. Hollinger's common shares and Series II preference shares were delisted from the Toronto Stock Exchange on August 22, 2008. About Hollinger Inc. Based in Toronto, Ontario, Hollinger Inc. (TSX: HLG.C)(TSX: HLG.PR.B) -- http://www.hollingerinc.com/-- owns approximately 70.1% voting and 19.7% equity interest in Sun-Times Media Group Inc., formerly Hollinger International Inc., a media company with assets which include the Chicago Sun-Times newspaper and Suntimes.com and a number of community newspapers and websites serving communities in the Chicago area. The company, along with two affiliates, 4322525 Canada Inc. and Sugra Limited, filed separate Chapter 15 petitions on Aug. 1, 2007 (Bankr. D. Del. Case Nos. 07-11029 through 07-11031). Hollinger also initiated Court-supervised restructuring under the Companies' Creditors Arrangement Act (Canada) on the same day. Derek C. Abbott, Esq., and Kelly M. Dawson, Esq., at Morris, Nichols, Arsht & Tunnell LLP, represents the Debtors in their U.S. proceedings. As reported in the Troubled company Reporter on Feb. 22, 2008, Hollinger Inc.'s consolidated balance sheet at Dec. 31, 2007, showed C$79.8 million in total assets and C$219.3 million in total liabilities, resulting in a C$139.5 million total stockholders' deficit. HOYT TRANSPORTATION: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------------ Debtor: Hoyt Transportation Corp. 2620 West 13th Street Brooklyn, NY 11223 Bankruptcy Case No.: 13-44299 Chapter 11 Petition Date: July 13, 2013 Court: United States Bankruptcy Court Eastern District of New York (Brooklyn) Judge: Nancy Hershey Lord Debtor's Counsel: Kevin J. Nash, Esq. GOLDBERG WEPRIN FINKEL GOLDSTEIN LLP 1501 Broadway, 22nd Floor New York, NY 10036 Tel: (212) 301-6944 Fax: (212) 422-6836 E-mail: KNash@gwfglaw.com Estimated Assets: $10,000,001 to $50,000,000 Estimated Debts: $10,000,001 to $50,000,000 The petition was signed by Chris J. Termini, vice president. Debtor's List of 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Division 1181 ATU- $5,500,000 New York Employees Pension Fund 101-49 Woodhaven Blvd. Ozone Park, NY 11416 Local 1181-1061 ATU $3,400,000 AFL-CIO 101-49 Woodhaven Blvd Ozone Park, NY 11416 NYC Dept of Education $1,269,000 44-36 Mount Veron Blvd Long Island City, NY 11101 Greenberg Traurig LLP $115,925 NY City Department of $79,000 Finance Bankruptcy Unit New York State Insurance $69,218 Fund Workers Compensation Local 1181-1061 ATU $62,000 AFL-CIO BP $61,284 Wex Bank $51,172 Bonamassa Maletta & $50,000 Cartelli, LLP American Express $35,000 Cropsey Land $15,043 Randall Properties $14,168 Wex Bank $12,738 Georgallas $11,000 New York Transmission $10,830 Group NY City Department of $5,000 Finance Bankruptcy Unit TET Realty $5,000 Carney of NY LLC $4,250 C.A.D.I. Auto Parts, Inc. $3,344 HOYT TRANSPORTATION: Section 341(a) Meeting Scheduled for Aug. 19 ----------------------------------------------------------------- A meeting of creditors in the bankruptcy case of Hoyt Transportation Corp. will be held on Aug. 19, 2013, at 12:00 p.m. at 271-C Cadman Plaza East, Room 4529, Brooklyn, NY. This is the first meeting of creditors required under Section 341(a) of the Bankruptcy Code in all bankruptcy cases. All creditors are invited, but not required, to attend. This meeting of creditors offers the one opportunity in a bankruptcy proceeding for creditors to question a responsible office of the Debtor under oath about the company's financial affairs and operations that would be of interest to the general body of creditors. Brooklyn, New York-based Hoyt Transportation Corp. filed a Chapter 11 petition (Bankr. E.D.N.Y. Case No. 13-44299) on July 13, 2013, estimating at least $10 million in assets and liabilities. The Debtor is represented by Kevin J. Nash, Esq., at Goldberg Weprin Finkel Goldstein LLP. INFUSYSTEM HOLDINGS: Board Committee Says Meson Offer Too Low ------------------------------------------------------------- The Special Committee of the Board of Directors of InfuSystem Holdings, Inc., said in a letter July 18, 2013, that the value of the Company is above the proposed offer range of $1.85 to $2.00 per share by Ryan Morris and Meson Capital Partners LP. Ryan Morris, a member the Board of the Company, delivered a letter to the Special Committee regarding a good faith indication of interest by Meson Capital and himself to acquire InfuSystem Holdings for between $1.85 and $2.00 per share in cash. "The Special Committee believes that the management team under the leadership of the Company's new CEO, Eric Steen, will meet the challenges presented by CMS competitive bidding and will develop new opportunities for growth creating value for shareholders," Mr. Yetter wrote. The Special Committee said it is prepared to agree to a reasonable period of exclusivity for due diligence and dialogue. In addition, the Special Committee requests confirmation of Mr. Morris' stated financing sources to support his proposal. The Special Committee is comprised of the three independent members of the Board, Messrs. David Dreyer, Joseph Whitters and Wayne Yetter, and was formed on May 14, 2013. About InfuSystem Holdings InfuSystem Holdings, Inc., operates through operating subsidiaries, including InfuSystem, Inc., and First Biomedical, Inc. InfuSystem provides infusion pumps and related services. InfuSystem provides services to hospitals, oncology practices and facilities and other alternate site healthcare providers. Headquartered in Madison Heights, Michigan, InfuSystem delivers local, field-based customer support, and also operates pump service and repair Centers of Excellence in Michigan, Kansas, California, and Ontario, Canada. Infusystem Holdings disclosed a net loss of $1.48 million in 2012, as compared with a net loss of $45.44 million in 2011. The Company's balance sheet at March 31, 2013, showed $76.22 million in total assets, $35.70 million in total liabilities and $40.52 million in total stockholders' equity. INTERSTATE PROPERTIES: Can Continue Using ANICO Cash Until July 30 ------------------------------------------------------------------ The U.S. Bankruptcy Court for the Middle District of Georgia, in a consent order dated July 10, 2013, extended Interstate Properties, LLC's authority to use cash collateral of American National Insurance Company ("ANICO") to the earlier of: (a) July 30, 2013, at 5:00 p.m.; (b) the appointment of a Chapter 11 Trustee or an examiner with expanded powers; (c) the conversion of the Bankruptcy Case to a case under Chapter 7 of the Bankruptcy Code; (d) the occurrence and failure to cure an Event of Default subject to the notice and cure provisions contained in the cash collateral order entered March 27, 2013; (e) the entry of an order dismissing the case and such Order becoming effective pursuant to its terms; (f) the transfer of The Crossings Shopping Center and related property either to ANICO or a third party purchaser; (g) Debtor's discontinuation of or entry of order to discontinue the conduct of its business in the ordinary course; or (h) further order of the Court terminating Debtor's use of the ANICO Cash Collateral. Debtor's counsel is represented by: George M. Geesline, Esq. Eight Piedmont Center, Suite 550 3525 Piedmont Road, NE Atlanta, GA 30305-7036 Tel: (404) 841-3464 Fax: (404) 816-1108 E-mail: geeslingm@aol.com About Interstate Properties Interstate Properties, LLC, filed a Chapter 11 petition (Bankr. N.D. Ga. Case No. 12-76037) in Atlanta on Oct. 17, 2012. Judge Margaret Murphy presides over the case. George M. Geeslin, Esq., who has an office in Atlanta, Georgia, serves as the Debtor's bankruptcy counsel. The Debtor owns and operates, among others, two shopping centers, one located in Elkview, West Virginia, and one located in Decatur, Georgia. In its schedules, as amended, the Debtor disclosed $73,002,403 in total assets and $62,264,480 in total liabilities. INTRAOP MEDICAL: Case Summary & 20 Largest Unsecured Creditors -------------------------------------------------------------- Debtor: IntraOp Medical Corporation fdba Intraop Medical Corporation fdba Intraop Medical Services 570 Del Rey Avenue Sunnyvale, CA 94085 Bankruptcy Case No.: 13-53791 Chapter 11 Petition Date: July 15, 2013 Court: United States Bankruptcy Court Northern District of California (San Jose) Judge: Stephen L. Johnson Debtor's Counsel: Robert L. Eisenbach, III, Esq. COOLEY GODWARD KRONISH LLP 101 California St. 5th Fl. San Francisco, CA 94111-5800 Tel: (415) 693-2000 E-mail: reisenbach@cooley.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/canb13-53791.pdf The petition was signed by John P. Powers, chief executive officer and president. J FREDERICK CONST: Case Summary & 20 Largest Unsecured Creditors ---------------------------------------------------------------- Debtor: J. Frederick Construction Inc. P.O. Box 690 Brookfield, CT 06804 Bankruptcy Case No.: 13-51096 Chapter 11 Petition Date: July 17, 2013 Court: United States Bankruptcy Court District of Connecticut (Bridgeport) Judge: Alan H.W. Shiff Debtor's Counsel: James M. Nugent, Esq. HARLOW, ADAMS, AND FRIEDMAN One New Haven Ave., Suite 100 Milford, CT 06460 Tel: (203) 878-0661 Fax: (203) 878-9568 E-mail: jmn@quidproquo.com Scheduled Assets: $512,429 Scheduled Liabilities: $1,105,538 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/ctb13-51096.pdf The petition was signed by Yvonne Hermina Biebel, president. JEH COMPANY: Files Schedules of Assets and Liabilities ------------------------------------------------------ JEH Company filed with the Bankruptcy Court its schedules of assets and liabilities, disclosing: Name of Schedule Assets Liabilities ---------------- ----------- ----------- A. Real Property $0 B. Personal Property $13,606,753 C. Property Claimed as Exempt D. Creditors Holding Secured Claims $5,357,508 E. Creditors Holding Unsecured Priority Claims $0 F. Creditors Holding Unsecured Non-priority Claims $12,993,781 ----------- ----------- TOTAL $13,606,753 $18,351,290 A copy of the schedules is available for free at http://bankrupt.com/misc/JEHCo_SAL1.pdf JEH Company's affiliates also filed their schedules, disclosing: Company Assets Liabilities ------- ------ ----------- JEH Stallion Station, Inc. $364,007 $3,982,012 JEH Leasing Company, Inc. $1,242,187 $155,216 About JEH Company JEH Company, JEH Stallion Station, Inc., and JEH Leasing Company, Inc. filed bare-bones Chapter 11 petitions (Bankr. N.D. Tex. Case Nos. 13-42397 to 13-42399) in Ft. Worth, Texas on May 22, 2013. Mark Joseph Petrocchi, Esq., at Griffith, Jay & Michel, LLP, in Ft. Worth, serves as counsel to the Debtors. JEH Company was organized in 1982 by Jim and Marilyn Helzer. According to http://www.jehroofingcompany.com/,JEHCO buys roofing material directly from the manufacturer and sell it to contractors, builders, and homeowners. JEH Leasing owns and leases equipment and vehicles primarily for use in the business of JEHCO. Stallion is in the quarter horse and thoroughbred horse business. JERRY'S NUGGET: Court Sets Aug. 26 Plan Confirmation Hearing ------------------------------------------------------------ The U.S. Bankruptcy Court for the District of Nevada approved on June 28, 2013, the amended disclosure statement describing the Joint Plan of Reorganization of Jerry's Nugget, Inc., and Spartan Gaming, LLC. The hearing to confirm the Plan is scheduled for Aug. 26, 2013, at 9:30 a.m. The Debtors fought objections to the Plan outline filed by (i) The George Stamis Family Trust and George and Effie Stamis; (ii) 2010-1 CRE Venture, LLC; (iii) secured creditor U.S. Bank National Association. Stamis objects to the Disclosure Statement on grounds that it does not provide information regarding approximately 200 antique slot machines and several pieces of valuable art, the approximate value of the antique slot machines and the art, and whether the appraisal by William G. Kimmel, the valuation expert, included the value of the antique slot machines and art. Although these assets where included in the going concern value of the Debtors' property in the Kimmel valuation, the Debtors have included reference to these assets and their approximate value in the Amended Disclosure Statement. The Debtor said USB's and CRE's opposition to approval of the Disclosure Statement consists primarily of objections to confirmation of the Joint Plan. U.S. Bank, in its objection, said the Plan is patently unconfirmable and the Debtors have failed to satisfy their burden of providing adequate information so that creditors can make an intelligent and informed voting decision on the Plan. U.S. Bank noted that the Plan proposes giving the bank an allowed claim of approximately $4.2 million to be paid by the reorganized Debtors at an undetermined interest rate of either 4.25% or any other rate set by the Court, followed by minimal payments during the first seven years after the Plan's effective date, which will reduce U.S. Bank's allowed claim by only $600,000. Then, after seven years the Plan proposes paying the remaining $3.6 million U.S. Bank claim in full through a balloon payment. Lenard Schwartzer, Esq., at Schwartzer & McPherson Law Firm, and Annette W. Jarvis, Esq., at Dorsey & Whitney LLP, represent U.S. Bank. The Debtors' Plan generally provides for the repayment of claims against the Debtors: (i) Allowed Secured Claims will be paid in full with interest; (ii) Allowed Priority Claims will be paid in full with interests; (iii) Allowed Administrative Convenience Claims will be paid in full; and (iv) Allowed General Unsecured Claims will be paid their Pro Rata portion of $2,500,000, which will be funded by Debtors' ongoing operations and the $400,000 or greater contribution from the Stamis Trusts. Existing Equity Securities in JNI and Spartan Gaming will be canceled and 100% of the Reorganized Debtors' stock and membership issued to the Stamis Trusts. A copy of the Disclosure Statement is available for free at http://bankrupt.com/misc/JERRYS_NUGGET_ds.pdf About Jerry's Nugget and Spartan Gaming Jerry's Nugget Inc., operates Jerry's Nugget, a casino consisting of approximately 87,187 square feet of building area and 24,511 square fee of casino floor space with approximately 630 slot and video poker machines and 9 table games. Jerry's Nugget also contains a sports book, a keno area and a small live pit. Jerry's Nugget Inc. and affiliate Spartan Gaming LLC sought Chapter 11 protection (Bankr. D. Nev. Lead Case No. 12-19387) in Las Vegas, Vegas, on Aug. 13, 2012. Jerry's Nugget, owned by the Stamis family, has a 9.1-acre casino property in North Las Vegas. The property consists of 87,187 square feet of building area and 24,511 square feet of casino floor space, with 630 slot and video poker machines and 9 table games. Jerry's Nugget also contains a sports book, a keno area, and a small live pit. There are two restaurants the Uncle Angelo's Pizza Joint and Jerry's Famous Coffee shop as well as Uncle Angelo's Bakery, a locals' favorite. Net revenues totaled $22.5 million, including $15.3 million in gaming revenue, in the year ended Dec. 31, 2011. Spartan Gaming owns 12 parcels of real property in Nevada. Two of the parcels provide parking access for Jerry's Nugget. Judge Mike K. Nakagawa presides over the case. Gerald M. Gordon, Esq., Talitha Gray Kozlowski, Esq., Teresa M. Pilatowicz, Esq., and Mark M. Weisenmiller, Esq., at Gordon Silver, represent the Debtors. Jerry's Nugget estimated assets and debts of $10 million to $50 million. Jerry's Nugget said its current going concern value is at least $8 million. Spartan Gaming estimated $1 million to $10 million in assets and debts. The petitions were signed by Jeremy Stamis, president. In its schedules, Jerry's Nugget disclosed $12,378,944 in assets and $10,771,442 in liabilities as of the Petition Date. JERRY'S NUGGET: William G. Kimmel Approved as Valuation Expert -------------------------------------------------------------- The U.S. Bankruptcy Court for the District of Nevada has authorized Jerry's Nugget, Inc., and affiliate Spartan Gaming LLC, to employ William G. Kimmel as valuation expert. As reported by the Troubled Company Reporter on June 12, 2013, Mr. Kimmel will provide an updated appraisal to the extent one is necessary, and an expert witness services as necessary in exchange for an hourly rate of $300 per hour, plus costs. To the best of the Debtors' knowledge, Mr. Kimmel is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. About Jerry's Nugget and Spartan Gaming Jerry's Nugget Inc., operates Jerry's Nugget, a casino consisting of approximately 87,187 square feet of building area and 24,511 square fee of casino floor space with approximately 630 slot and video poker machines and 9 table games. Jerry's Nugget also contains a sports book, a keno area and a small live pit. Jerry's Nugget Inc. and affiliate Spartan Gaming LLC sought Chapter 11 protection (Bankr. D. Nev. Lead Case No. 12-19387) in Las Vegas, Vegas, on Aug. 13, 2012. Jerry's Nugget, owned by the Stamis family, has a 9.1-acre casino property in North Las Vegas. The property consists of 87,187 square feet of building area and 24,511 square feet of casino floor space, with 630 slot and video poker machines and 9 table games. Jerry's Nugget also contains a sports book, a keno area, and a small live pit. There are two restaurants the Uncle Angelo's Pizza Joint and Jerry's Famous Coffee shop as well as Uncle Angelo's Bakery, a locals' favorite. Net revenues totaled $22.5 million, including $15.3 million in gaming revenue, in the year ended Dec. 31, 2011. Spartan Gaming owns 12 parcels of real property in Nevada. Two of the parcels provide parking access for Jerry's Nugget. Judge Mike K. Nakagawa presides over the case. Gerald M. Gordon, Esq., Talitha Gray Kozlowski, Esq., Teresa M. Pilatowicz, Esq., and Mark M. Weisenmiller, Esq., at Gordon Silver, represent the Debtors. Jerry's Nugget estimated assets and debts of $10 million to $50 million. Jerry's Nugget said its current going concern value is at least $8 million. Spartan Gaming estimated $1 million to $10 million in assets and debts. The petitions were signed by Jeremy Stamis, president. In its schedules, Jerry's Nugget disclosed $12,378,944 in assets and $10,771,442 in liabilities as of the Petition Date. JHCI ACQUISITION: S&P Raises Corp. Credit Rating to 'B-' -------------------------------------------------------- Standard & Poor's Ratings Services raised its corporate credit rating on JHCI to 'B-' from 'CCC+' and removed the rating from CreditWatch positive, where it placed it on June 17, 2013. The outlook is stable. At the same time, S&P affirmed the 'B-' issue rating on the new first-lien debt facility, which has a recovery rating of '3', indicating S&P's expectation that lenders would receive a meaningful recovery (50%-70%) if a payment default occurs. S&P also affirmed the 'CCC' issue rating on the new second-lien facility, which has a recovery rating of '6', indicating S&P's expectation that lenders would receive negligible recovery (0%-10%) if a payment default occurs. In addition, S&P withdrew the ratings on the company's old credit facility, which was replaced with a new facility that we assigned ratings to on June 17, 2013. The upgrade follows the company's successful refinancing of its debt coming due in 2014. "With the new credit facility in place, JHCI has addressed our liquidity concerns and we now believe the company's liquidity will remain "adequate" over the coming year, as we define the term in our criteria," said credit analyst Lisa Jenkins. JHCI's ratings reflect its high debt leverage and competitive and fragmented end markets. The company's nationwide presence, diverse service offerings, and recent efforts to improve operating efficiency partly offset these risks. JHCI offers various third- party logistics services, including warehousing (accounting for a majority of revenues), freight management, transportation, and brokerage and staffing services. Standard & Poor's characterizes JHCI's business risk profile as "weak" and its financial risk profile as "highly leveraged," as S&P's criteria define the terms. JHCI's "weak" business risk profile reflects the challenging nature of the industry in which it competes and JHCI's relatively small market share. Many of the companies competing with JHCI are financially stronger and offer logistics services as part of a broader portfolio of freight services. The "highly leveraged" financial risk profile reflects JHCI's high debt levels and currently weak credit metrics. JHCI generated weaker-than- expected operating performance over the past year. Management has implemented various initiatives to improve operating efficiency and business prospects and these are beginning to bear fruit. However, it will take time for the full benefit of these efforts to be reflected in the company's financial results. Debt to EBITDA is currently around 8.5x and S&P expects only modest improvement over the coming year. JHCI increased the first-lien portion of the new credit facility by $25 million and decreased the second-lien portion by $25 million. This did not affect S&P's view of the recovery prospects of either the first-lien or second-lien debt. The rating outlook is stable. S&P expects JHCI to benefit from management's initiatives to improve operating efficiency and marketing efforts. However, S&P do not expect a material improvement over the coming year. If operating performance exceeds S&P's expectations and debt to EBITDA falls below 5.5x and it believes it will stay there, it could raise the ratings. While S&P considers this unlikely, it could lower the ratings if weaker- than-expected operating performance or aggressive growth initiatives decrease liquidity and cash and bank line availability fall below $25 million. JUDGE STEVEN RHODES: Chosen to Handle Detroit Chapter 9 Case ------------------------------------------------------------ Katy Stech writing for Dow Jones' DBR Small Cap reports that Detroit's historic bankruptcy case has been assigned to Judge Steven W. Rhodes -- a man who's respected by colleagues and known for his no-nonsense style in the courtroom. K-V PHARMACEUTICAL: Court Approves Disclosure Statement ------------------------------------------------------- The Bankruptcy Court approved the Disclosure Statement for Sixth Amended Joint Chapter 11 Plan of Reorganization for K-V Discovery Solutions, Inc., and its affiliated Debtors on July 17, 2013. A copy of the Disclosure Statement is available for free at: http://is.gd/J71M1U On June 7, 2013, the Bankruptcy Court approved the Debtors' entry into the Stock Purchase and Backstop Agreement and certain exit financing commitment documents, subject to and as supplemented by the record of the hearing held before the Bankruptcy Court on June 7, 2013. On July 1, 2013, the Bankruptcy Court approved the Debtors' entry into a certain Share Purchase Agreement. Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that with the approval of the Disclosure Statement, K-V Pharmaceutical creditors are voting on a reorganization plan incorporating a compromise where junior creditors can buy the lion's share of the reorganized business. According to the report, the bankruptcy court in New York approved disclosure materials on July 17. A confirmation hearing for approval of the plan will take place Aug. 28. The ability of creditors to vote on the plan became an almost foregone conclusion last month when the court approved a stock-purchase agreement and exit financing enabling K-V to pay off senior secured noteholders in full in cash, with interest. The report notes that K-V has reported a $6.8 million net loss in June on revenue of $8.6 million. The month would have been profitable were it not for $7.2 million in reorganization costs, according to the operating report filed in bankruptcy court. Originally, the plan called for holders of $225 million in first- lien notes to become the new owners in exchange for debt. Once the revised plan is approved by creditors and the court, holders of $200 million in convertible notes in large part will be the new owners. The report relates that to avoid a fight, the final version of the plan allowed Silver Point Finance LLC, one of the senior noteholders, to participate with holders of convertible subordinated debt in ownership of the reorganized business. In exchange for the $200 million in convertible debt, holders will receive 7 percent of the reorganized company's stock, for a predicted recovery of 10.9 percent, according to the revised disclosure statement. General unsecured creditors with claims ranging between $13.9 million and $18.3 million will share a pot of $10.25 million in cash, for a recovery of 56.2 percent to 73.6 percent. The convertible noteholder group and Silver Point will help finance the plan by purchasing 1.85 million shares for $20 each. An additional 72.2 percent of the new stock will be sold to convertible noteholders in a rights offering for $20 a share. The report says that the offering is backstopped by the same investor group and Silver Point. As a fee for the backstop, the investors and Silver Point will get 5 percent of the new stock. The convertible noteholder group includes Capital Ventures International, Greywolf Capital Overseas Master Fund and an affiliate, and Kingdon Capital Management LLC. Silver Point is agent for senior noteholders in their roles as so-called DIP lenders. The senior noteholders contended earlier in the case that the convertible noteholders were "out of-the-money." About K-V Pharmaceutical K-V Pharmaceutical Company (NYSE: KVa/KVb) -- http://www.kvpharmaceutical.com/-- is a fully integrated specialty pharmaceutical company that develops, manufactures, markets, and acquires technology-distinguished branded and generic/non-branded prescription pharmaceutical products. The Company markets its technology distinguished products through ETHEX Corporation, a subsidiary that competes with branded products, and Ther-Rx Corporation, the company's branded drug subsidiary. K-V Pharmaceutical Company and certain domestic subsidiaries on Aug. 4, 2012, filed voluntary Chapter 11 petitions (Bankr. S.D.N.Y. Lead Case No. 12-13346, under K-V Discovery Solutions Inc.) to restructure their financial obligations. K-V employed Willkie Farr & Gallagher LLP as bankruptcy counsel, Williams & Connolly LLP as special litigation counsel, and SNR Denton as special litigation counsel. In addition, K-V tapped Jefferies & Co., Inc., as financial advisor and investment banker. Epiq Bankruptcy Solutions LLC is the claims and notice agent. The U.S. Trustee appointed five members to serve in the Official Committee of Unsecured Creditors. Kristopher M. Hansen, Esq., Erez E. Gilad, Esq., and Matthew G. Garofalo, Esq., at Stroock & Stroock & Lavan LLP, represent the Creditors Committee. Weil, Gotshal & Manges LLP's Robert J. Lemons, Esq., and Lori R. Fife, Esq., represent an Ad Hoc Senior Noteholders Group. KODIAK OIL: S&P Raises Corp. Credit Rating to 'B+'; Outlook Stable ------------------------------------------------------------------ Standard & Poor's Ratings Services said it raised its corporate credit rating on Denver-based exploration and production company Kodiak Oil & Gas to 'B+' from 'B' and its ratings on the company's senior unsecured debt to 'B' from 'B-' and removed the ratings from CreditWatch with positive implications, where they had been placed on June 5, 2013. The outlook is stable. The upgrade reflects Kodiak's improved scale of operations, both production and reserves, following the close of the Liberty acquisition. Kodiak's net acreage in the prolific Bakken shale has increased to 196,000 acres and expected production could reach 32,500 barrels per day (bpd) in 2013. Although a leveraging transaction, S&P expects Kodiak to benefit from the rapid growth of reserves and production and that debt leverage will decrease to between 2x and 2.5x in 2014. We note that Kodiak will be one of the smaller 'B+' rated exploration and production companies and that material growth will be required before further upgrades. "The stable outlook reflects Standard & Poor's view that the company should be able to fund its aggressive growth strategy and preserve its credit measures at a level appropriate for the rating category, such as debt leverage of 3x or less," said Standard & Poor's credit analyst Paul Harvey. S&P could consider a negative rating action if the company's debt leverage exceeded 4.5x. Such an event could occur if crude oil were to fall to less than $60 per barrel and Kodiak did not make an offsetting reduction in capital spending. An upgrade is unlikely over the next 12 months given Kodiak's limited scale of operations. Before an upgrade, reserves would likely need to exceed 175 million barrels while the company maintains debt leverage less than 3.5x. KR REALTY: Seeking Contempt Is Reason Enough to Reopen Case ----------------------------------------------------------- Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that a judge ruled that a bankruptcy court should have reopened a quickly closed corporate bankruptcy so a creditor could file proceedings to hold people in contempt for allegedly making false statements in court papers. According to the report, a corporate Chapter 7 petition filed in August was dismissed in November when the trustee determined there would be no assets for distribution. Because the bankrupt was a corporation, it didn't receive a discharge of debt. Two months later, a creditor filed papers asking the bankruptcy court to reopen the case because it had been listed as having a $28,500 unsecured claim when in reality it was a $54,000 secured claim. The bankruptcy court declined to reopen the case. The report notes that U.S. District Judge James F. Holderman in Chicago ruled on the dispute on July 16. Without prejudging whether contempt was appropriate for listing the claim incorrectly, Judge Holderman said that simply listing the claim was enough to "bring a motion for sanctions" contending there was a violation of Bankruptcy Rule 9011 for making a false filing. The report discloses that the bankruptcy should have been reopened so the creditor could file a contempt motion, the judge said. Judge Holderman noted that the bankrupt company could immediately correct the list of claims. The case is Ashman Law Offices LLC v. KR Realty & Investment Inc. (In re KR Realty & Investment Inc.), 13-1902, U.S. District Court, Northern District Illinois (Chicago). LA JOLLA PHARMACEUTICAL: Incurs $3.2 Million Net Loss in Q2 ------------------------------------------------------------ La Jolla Pharmaceutical Company filed with the U.S. Securities and Exchange Commission its quarterly report on Form 10-Q disclosing a net loss of $3.16 million for the three months ended June 30, 2013, as compared with a net loss of $7.69 million for the same period a year ago. For the six months ended June 30, 2013, the Company incurred a net loss of $7.36 million, as compared with a net loss of $2.41 million for the six months ended June 30, 2012. As of June 30, 2013, the Company had $1.98 million in total assets, $308,000 in total liabilities, all current, and $1.67 million in total stockholders' equity. A copy of the Form 10-Q is available for free at: http://is.gd/C0yPjH About La Jolla Pharmaceutical San Diego, Cal.-based La Jolla Pharmaceutical Company (OTC BB: LJPC) -- http://www.ljpc.com/-- is a biopharmaceutical company that has historically focused on the development and testing of Riquent as a treatment for Lupus nephritis. After auditing the 2011 results, BDO USA, LLP, in San Diego, California, expressed substantial doubt about the Company's ability to continue as a going concern. The independent auditors noted that the Company has suffered recurring losses from operations, has an accumulated deficit of $439.6 million and a stockholders' deficit of $15.6 million as of Dec. 31, 2011, and has no current source of revenues. For the 12 months ended Dec. 31, 2012, the Company incurred a net loss of $7.73 million, as compared with a net loss of $11.54 million for the 12 months ended Dec. 31, 2011. LARIVIERA BAR: Case Summary & 2 Unsecured Creditors --------------------------------------------------- Debtor: LaRiviera Bar, LLC 4079 Route 516 Matawan, NJ 07747 Bankruptcy Case No.: 13-25414 Chapter 11 Petition Date: July 15, 2013 Court: United States Bankruptcy Court District of New Jersey (Trenton) Judge: Christine M. Gravelle Debtor's Counsel: Robert C. Nisenson, Esq. ROBERT C. NISENSON, LLC 10 Auer Court, Suite E East Brunswick, NJ 08816 Tel: (732) 238-8777 Fax: (732) 238-8758 E-mail: rnisenson@aol.com Estimated Assets: $500,001 to $1,000,000 Estimated Debts: $1,000,001 to $10,000,000 A copy of the Company's list of its two unsecured creditors, filed together with the petition, is available for free at http://bankrupt.com/misc/njb13-25414.pdf The petition was signed by Ida Bea, member. LEHMAN BROTHERS: Brokerage's Luxembourg Settlement Is Approved -------------------------------------------------------------- Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that the trustee liquidating the brokerage subsidiary of Lehman Brothers Holdings Inc. received court approval July 17 for a settlement with his counterparts liquidating affiliates in Luxembourg named Lehman Brothers (Luxembourg) SA and Lehman Brothers (Luxembourg) Equity Finance SA. According to the report, the settlement gives the affiliates an approved $5 million customer claim to be a paid in full like other customer claims. In addition, the affiliates have a general creditor claim for $158 million. The affiliates' claims arose from stock lending transactions plus stock and cash held in accounts with the U.S. company. Although Lehman brokerage trustee James Giddens didn't contest the amount of the claims, he disagreed how they should be treated. 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 (Bankr. S.D.N.Y. Case No. 08-13555) on Sept. 15, 2008. 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, a second payment of $10.2 billion on Oct. 1, 2012, and a third distribution of $14.2 billion on April 4, 2013. The brokerage is yet to make a first distribution to non-customers, although customers are being paid in full. 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: Hires American Legal as Claims and Noticing Agent ------------------------------------------------------------ Life Care St. Johns, Inc. sought and obtained permission from the U.S. Bankruptcy Court to employ American Legal Claim Services, LLC as claims and noticing agent, to serve all required notices in the Debtor's case, including affidavits of service. The firm, will among other things, provide these services: a. Creditor matrix management; b. Claims processing; and c. Notice publication. Jeffrey L. Pirrung, Managing Director of ALC, attests that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm's rates are: Position Hourly Rates -------- ------------ Clerical $29 - $38 Analyst $55 - $95 Consultant $100 - $150 SR Consultant $155 - $185 Managing Director $195 Life Care St. Johns, Inc., filed a Chapter 11 petition (Bankr. M.D. Fla. Case No. 13-04158) on July 3, 2013. Bruce Jones signed the petition as CEO. Judge Jerry A. Funk presides over the case. The Debtor estimated assets of at least $10 million and debts of at least $50 million. Stutsman Thames & Markey, P.A., serves as the Debtor's counsel. Navigant Capital Advisors, LLC, acts as the Debtor's financial advisor. American Legal Claim Services, LLC, serves as claims and noticing agent. LIFE CARE: Wants Navigant Capital as Financial Advisor ------------------------------------------------------ Life Care St. Johns, Inc. asks the U.S. Bankruptcy Court for permission to employ Navigant Capital Advisors, LLC as financial advisor. The firm, among other things, will provide these services: a. Capital Restructuring Services; b. Operational Assessment; and c. Bankruptcy Administrative Support. The firm's rates are: Professional Rates ------------ ----- Senior Managing Directors $750 - 895/hr Managing Directors $695 - 825/hr Directors $550 - 695/hr Associate Directors $450 - 550/hr Managing Consultants $350 - 450/hr Consultants/Associates $245 - 350/hr Paraprofessionals $95 - 125/hr Life Care St. Johns, Inc., filed a Chapter 11 petition (Bankr. M.D. Fla. Case No. 13-04158) on July 3, 2013. Bruce Jones signed the petition as CEO. Judge Jerry A. Funk presides over the case. The Debtor estimated assets of at least $10 million and debts of at least $50 million. Stutsman Thames & Markey, P.A., serves as the Debtor's counsel. Navigant Capital Advisors, LLC, acts as the Debtor's financial advisor. American Legal Claim Services, LLC, serves as claims and noticing agent. LSB INDUSTRIES: S&P Assigns Preliminary 'B+' Corp. Credit Rating ---------------------------------------------------------------- Standard & Poor's Ratings Services said it assigned its 'B+' preliminary corporate credit rating to LSB Industries Inc. The outlook is stable. At the same time, S&P assigned its 'B+' preliminary issue-level rating to the company's $400 million senior unsecured notes due 2021, with a preliminary recovery rating of '3', indicating S&P's expectation for meaningful (50% to 70%) recovery in the event of a payment default. LSB plans to use the proceeds from the note offering to refinance all outstanding borrowings and for general corporate purposes, including capital spending. "The ratings on LSB reflect the company's rather narrow focus on commodity nitrogen-based products, multiple operational problems over the past year, and our expectation of significantly negative free operating cash flow over the next two years," said credit analyst Seamus Ryan. "Nevertheless, the company benefits from some end market diversity, the stability of the climate control business, and our expectation of continued favorable industry conditions. We characterize LSB's business risk profile as "weak" and its financial risk profile as "aggressive."" The stable outlook reflects S&P's expectation that LSB's operating performance will improve meaningfully in 2013 and 2014 as the company recovers from operational difficulties. S&P believes these improvements, along with favorable industry conditions, should allow the company to maintain adequate liquidity and FFO to total debt of 15% to 20%. S&P also expects that management will not increase debt further to fund growth spending or shareholder rewards. S&P could raise the ratings if LSB can fully recover from operational difficulties more quickly than S&P expects. If revenue grows at an annualized rate of about 15% with only a modest increase in gross margins, FFO to total debt could surpass 20% and debt to EBITDA could approach 2.5x. To consider higher ratings, S&P would also expect the company to show a track record of successful operations and prudent financial policy. S&P could lower the ratings if LSB suffers significant further downtime at any of its facilities such that revenue and gross margins do not improve from 2012. In this scenario, FFO to total debt would likely fall below 12%. S&P could also lower ratings if the company further increases debt to fund long-term growth plans. LUCA TECHNOLOGIES: Case Summary & 20 Largest Unsecured Creditors ---------------------------------------------------------------- Debtor: Luca Technologies Inc. 500 Corporate Circle, Suite C Golden, CO 80401 Bankruptcy Case No.: 13-22013 Chapter 11 Petition Date: July 15, 2013 Court: United States Bankruptcy Court District of Colorado (Denver) Judge: Sidney B. Brooks Debtor's Counsel: Craig A. Christensen, Esq. LINDQUIST & VENNUM PLLP 600 17th St., Suite 1800-S Denver, CO 80202 Tel: (303) 573-5900 E-mail: cchristensen@lindquist.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 A copy of the Company's list of its 20 largest unsecured creditors is available for free at http://bankrupt.com/misc/cob13-22013.pdf The petition was signed by Matt Micheli, general counsel. LYFE COMMUNICATIONS: D. Dickson Held 11% Equity Stake at July 16 ---------------------------------------------------------------- In an amended Schedule 13G filing with the U.S. Securities and Exchange Commission, Dane J. Dickson disclosed that as of July 16, 2013, he beneficially owned 13,562,688 shares of common voting stock of LYFE Communications, Inc., representing 11.1 percent of the shares outstanding. A copy of the regulatory filing is available for free at http://is.gd/LzXp44 About LYFE Communications South Jordan, Utah-based LYFE Communications, Inc.'s business is to develop, deploy, and operate next generation media and communications network based services to single-family, multi- family, high-rise resort and hospitality properties. LYFE Communications incurred a net loss of $1.74 million on $531,531 of revenue for the year ended Dec. 31, 2012, as compared with a net loss of $3.88 million on $621,830 of revenue for the year ended Dec. 31, 2011. The Company's balance sheet at March 31, 2013, showed $1.19 million in total assets, $3.56 million in total liabilities, and a $2.36 million total stockholders' deficit. HJ & Associates, LLC, in Salt Lake City, Utah, 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 losses since inception. The Company has not established operations with consistent revenue streams and has a working capital deficit. These factors raise substantial doubt about the Company's ability to continue as a going concern. MAIN STREET: Case Summary & 5 Unsecured Creditors ------------------------------------------------- Debtor: Main Street Peckville, L.P. c/o Leslie Beth Baskin, Esq. 1635 Market Street Seven Penn Center - 7th Floor Philadelphia, PA 19103 Bankruptcy Case No.: 13-16187 Chapter 11 Petition Date: July 15, 2013 Court: United States Bankruptcy Court Eastern District of Pennsylvania (Philadelphia) Judge: Bruce I. Fox Debtor's Counsel: Leslie Beth Baskin, Esq. SPECTOR GADON ROSEN 1635 Market Street Seven Penn Center - 7th Floor Philadelphia, PA 19103 Tel: (215) 241-8888 Fax: (215) 241-8844 E-mail: lbaskin@lawsgr.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 A copy of the list of five largest unsecured creditors is available for free at http://bankrupt.com/misc/paeb13-16187.pdf The petition was signed by Jerry Naples, sole member. MANASOTA GROUP: Late Filed 2012 10-K Shows $35,000 Net Income ------------------------------------------------------------- Manasota Group, Inc., reported net income of $35,440 on $175,004 of total operating income for the year ended Dec. 31, 2012, as compared with a net loss of $544,686 on $273,266 of total operating revenue during the prior year. For the three months ended March 31, 2013, the Company posted net income of $6,122 on $43,751 of total operating revenue, as compared with net income of $10,891 on $43,751 of total operating revenue for the same period a year ago. As of March 31, 2013, the Company had $1.20 million in total assets, $1.51 million in total liabilities and a $312,286 total shareholders' deficit. The Company received a letter from the Office of Enforcement Liaison in the SEC's Division of Corporation Finance on April 26, 2013. The letter informed the Company that if it doe snot take the necessary steps to return the Company into compliance with its reporting requirements under the Exchange Act within the next 15 days, the SEC may commence administrative proceedings to revoke the Company's registration under the Exchange Act and impose a trading suspension with respect to the Common Stock. On May 6, 2013, the Company filed a letter with the SEC setting forth a plan for returning into such compliance by filing the annual report on Form 10-K for 2011 on or before May 31, 2013, and all other delinquent periodic reports on or before July 31, 2013, and requesting that no such administrative proceedings or trading suspension be commenced at this time. With the filing of this Report, the Company would have filed all of the delinquent reports. A copy of the Form 10-K is available for free at: http://is.gd/MO6GV5 A copy of the Form 10-Q is available for free at: http://is.gd/paIsSX About Manasota Group Manasota Group, Inc., f/k/a Horizon Bancorporation, Inc., was incorporated in the State of Florida on May 27, 1998, for the purpose of becoming a bank holding company owning all of the outstanding capital stock of Horizon Bank, a commercial bank chartered under the laws of Florida and a member of the Federal Reserve System. MAXREP LLC: Court Narrows Counterclaims in Charter Fitness Suit --------------------------------------------------------------- Chief Magistrate Judge Karen B. Molzen recommends that in the lawsuit CHARTER FITNESS OF RIO RANCHO LLC v. MAXREP LLC, Case No. Civ 12-0365RB/KBM (N.M.), the plaintiffs' Motion to Dismiss Maxrep's Counterclaims is granted, in part, so that Count II of the Maxrep's Counterclaim is dismissed with prejudice. Under the lawsuit filed in Illinois state court on Oct. 21, 2011, Charter Fitness and Peter Vrdolyak II allege breach of contract, fraud and imposition of a constructive trust against Maxrep LLC, Bill Rodway, and J.B. Privit. The allegations stem from an asset purchase agreement of three of Charter Fitness' physical fitness facilities by Bill Rodway. Maxrep was formed in June 2011 to acquire the Charter Fitness facilities. The counterclaims raised by Maxrep and Rodway are identical -- (1) unjust enrichment Charter Fitness' and Vrdolyak's receipt of an purchase price that exceeded the fair value of the assets and rights Maxrep received; (2) fraudulent, or at least (3) negligent, misrepresentation of financial condition of Charter Fitness; (4) fraudulent concealment or at least (5) negligent nondisclosure of the unpaid taxes that Maxrep would be assuming; (6) treble damages for violation of the New Mexico Unfair Trade Practices Act, N.M. Stat. Ann., Sec. 57-12-1 et seq. for the false and misleading statements; and (7) imposition of a constructive trust against Vrdolyak's assets in the amount of the contract sales price, $525,000. Maxrep's counterclaim raises two initial additional claims: breach of contract and breach of the duty of good faith and fair dealing. Maxrep filed for Chapter 11 bankruptcy in the U.S. Bankruptcy Court for the District of New Mexico on October 26, 2011, removed the lawsuit to the U.S. Bankruptcy Court for the Northern District of Illinois on Dec. 9, 2011, and asked it to transfer the lawsuit to New Mexico. Several months later, and with the agreement of the parties, the Illinois bankruptcy court transferred the lawsuit, noting that the parties intended to withdraw the bankruptcy reference following transfer. A copy of Judge Molzen's July 5, 2013 Proposed Findings and Recommended Position is available at http://is.gd/fJVztNfrom Leagle.com. MEDIMPACT HOLDINGS: Moody's Assigns Caa2 Rating to New Sr. Notes ---------------------------------------------------------------- Moody's Investors Service assigned an Caa2 rating to MedImpact Holdings, Inc.'s new $160 million senior secured note offering. Proceeds will be used to fund the previously announced acquisition of Medical Security Card Company, LLC and Apex Affinity, Inc., both offering discount drug card services to retailers and other customers. All of MedImpact's existing ratings, including its B3 Corporate Family Rating, B3-PD Probability of Default rating and SGL-3 Speculative Grade Liquidity rating, remain unchanged. Rating assigned: MedImpact Holdings, Inc. New $160 million senior secured notes at Caa2 (LGD5, 80%) Ratings Rationale: The incremental debt being issued was anticipated in conjunction with the acquisitions. The proposed acquisitions will enhance the company's product lines and provide opportunities to realize cost and revenue synergies. Pro-forma for the acquisitions, the company's debt/EBITDA will rise from about 4.9 times to about 5.4 times based on financial results for the twelve months ended March 31, 2013. Moody's expects leverage to moderate, absent any additional large acquisitions, dropping to 5.0 times or below by the end of 2014. The B3 CFR reflects very high leverage, a small revenue base, cash flow that is dependent on working capital benefits, and aggressive financial practices stemming from a highly concentrated ownership structure. The ratings also consider MedImpact's position as a niche pharmacy benefit manager (PBM) that serves mid-sized customers, including hospital systems, regional managed care organizations and state Medicaid health plans. Recent new contract wins and renewals should help support top-line growth and adequate liquidity. MedImpact does not purchase drugs or own mail-order fulfillment or specialty services, and often provides administrative services, such as adjudication of claims to its customers. While the ratings reflect Moody's belief that leverage will moderate as EBITDA improves, there is the potential that the company will pursue additional large debt-financed acquisitions in order to improve scale. The stable outlook reflects Moody's expectation that the company will continue to generate positive free cash flow and adequate liquidity, aided by good retention rates and new customer contracts. If MedImpact realizes improved sales and profitability so that debt/EBITDA is sustained below 4.0 times, the ratings could be upgraded. In addition, Moody's would need to see RCF/debt that is sustained well above 10%. This further assumes that management demonstrates a commitment to more conservative financial practices. If operating results (associated with loss of members or pricing constraints) deteriorate, the ratings could be downgraded. A need to borrow for additional large acquisitions or to address payable needs or weakened liquidity could also result in a rating downgrade. Debt/EBITDA sustained above 5.0 times could also result in a ratings downgrade. The company's SGL-3 reflects its adequate liquidity profile, characterized by volatile working capital swings, which may require draws on MedImpact's modest sized, though currently undrawn, ABL revolver. While the ABL is backed by allowable receivables, other assets - including real estate and those related to aviation - secure the notes payable and therefore are not available as an alternate liquidity source. The senior secured notes are secured by equity, providing limited protection for bondholders. In addition, the presence of sizeable payables, along with the $20 million ABL revolver at the operating company and the secured notes payable at various restricted subsidiaries, result in the senior notes being rated two notches below the CFR. The principal methodology used in this rating was the Global Distribution & Supply Chain Services published in November 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. MedImpact Healthcare Systems, Inc., a wholly-owned operating subsidiary of MedImpact Holdings, Inc., is a Pharmacy Benefit Manager (PBM) headquartered in San Diego, California. MF GLOBAL: Trustee Predicts Full Payment This Year -------------------------------------------------- Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that the trustee liquidating MF Global Inc. said July 18 that all customers of the liquidated broker could have full payment on their claims by the year's end, assuming no appeals. According to the report, trustee James Giddens said he has begun a distribution that will increase the recovery to 26 percent for so-called 30.7 customers who traded on foreign exchanges. When cash arrives in August from this month's court approval of a settlement with JPMorgan Chase Bank NA, Mr. Giddens said he will make additional distributions in September bringing recoveries to the high 90s for 4d customers who traded on domestic exchanges. The 30.7 customers' recoveries will rise into the 60s, he said. The report notes that previously, Mr. Giddens said domestic customers should receive a 96 percent recovery following implementation of settlements with the U.K. subsidiary and JPMorgan. Domestic customers already received 89 percent, he said. Once there is approval of a consent order with the U.S. Commodity Futures Trading Commission, there can be a distribution bringing recoveries to 100 percent for both foreign and domestic customers, Mr. Giddens said. The report discloses that depending on whether anyone appeals, Mr. Giddens said the distribution "is likely to occur sometime in the fall." The parent MF Global Holdings Ltd. and the brokerage subsidiary went into separate bankruptcies in October 2011 on discovery of a $1.6 billion shortfall in funds that should have been segregated for customers. The holding company was in a Chapter 11 reorganization while the brokerage subsidiary is being liquidated by Mr. Giddens, a trustee appointed under the Securities Investor Protection Act. A Chapter 11 plan for the holding company was approved by the bankruptcy court in April and implemented in June. 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. MILAGRO OIL: Terminates Sequitur Consulting Agreement ----------------------------------------------------- Milagro Oil & Gas, Inc., entered into an amendment to the consulting agreement effective Sept. 1, 2012, among the Company, Milagro Holdings, LLC, its parent, and Sequitur Energy Management II, LLC, pursuant to which the Consulting Agreement will terminate effective Aug. 31, 2013. About Milagro Oil Milagro Oil & Gas, Inc., is an independent energy company based in Houston, Texas that is engaged in the acquisition, development, exploitation, and production of oil and natural gas. The Company's historic geographic focus has been along the onshore Gulf Coast area, primarily in Texas, Louisiana, and Mississippi. The Company operates a significant portfolio of oil and natural gas producing properties and mineral interests in this region and has expanded its footprint through the acquisition and development of additional producing or prospective properties in North Texas and Western Oklahoma. Milagro Oil disclosed a net loss of $33.39 million in 2012, a net loss of $23.57 million in 2011 and a net loss of $70.58 million in 2010. The Company's balance sheet at March 31, 2013, showed $496.49 million in total assets, $461.55 million in total liabilities, $235.97 million in redeemable series A preferred stock, and a $201.03 million total stockholders' deficit. Deloitte & Touche LLP, in Houston, Texas, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2012. The independent auditors noted that the Company is not in compliance with certain covenants of its 2011 Credit Facility, and all of the Company's debt is classified within current liabilities as of Dec. 31, 2012. The Company's violation of its debt covenants, combined with its financing needs and negative working capital position, raise substantial doubt about its ability to continue as a going concern. Bankruptcy Warning "The Company is currently exploring a range of alternatives to reduce indebtedness to the extent necessary to be in compliance with the maximum leverage ratio. Alternatives that were considered include using cash flow from operations or issuances of equity and debt securities, reimbursements of prior leasing and seismic costs by third parties who participate in our projects, and the sale of interests in projects and properties. As another alternative, the Company has recently launched a private exchange offering to exchange a portion of the Notes for equity, cash and new notes. If the conditions to the Exchange Offer are not achieved, the Company will be unable to consummate the restructuring. As a result, the lenders under the 2011 Credit Facility may accelerate their debt, which would also cause a default and acceleration of the debt under the Notes, all of which will have a material adverse effect on our liquidity, business and financial condition and may result in the Company's bankruptcy or the bankruptcy of its subsidiaries." * * * As reported by the TCR on May 24, 2013, Standard & Poor's Ratings Services said it lowered its corporate credit rating on Houston- based Milagro Oil & Gas Inc. to 'CC' from 'CCC-'. "We lowered the corporate credit and senior unsecured ratings to 'CC' to reflect the potential for a selective default on Milagro's $250 million 10.5% senior secured notes due 2016, due to certain aspects of the company's exchange offer that would constitute a distressed exchange under our criteria," said Standard & Poor's credit analyst Christine Besset. MT & JM LLC: Case Summary & 5 Unsecured Creditors ------------------------------------------------- Debtor: MT & JM, LLC 50 Commerce Street Spring Valley, NY 10977 Bankruptcy Case No.: 13-23166 Chapter 11 Petition Date: July 14, 2013 Court: United States Bankruptcy Court Southern District of New York (White Plains) Judge: Robert D. Drain Debtor's Counsel: Rachel S. Blumenfeld, Esq. LAW OFFICES OF RACHEL S. BLUMENFELD 26 Court Street, Suite 2400 Brooklyn, NY 11242 Tel: (718) 858-9600 Fax: (718) 858-9601 E-mail: rblmnf@aol.com Scheduled Assets: $900,000 Scheduled Liabilities: $2,991,489 A list of the Company's five largest unsecured creditors, filed together with the petition, is available for free at http://bankrupt.com/misc/nysb13-23166.pdf The petition was signed by Mark Tress, managing member. MTS LAND: Has Interim OK to Increase DIP Loan to $2 Million ----------------------------------------------------------- On July 11, 2013, the U.S. Bankruptcy Court for the District of Arizona entered an interim order authorizing MTS Golf, LLC, and MTS Land, LLC, to increase the amount of their existing postpetition financing to $2,000,000 and extending the maturity date through the earlier of Dec. 31, 2013, or the effective date of a plan of reorganization. The Debtors were previously authorized by the Court to enter into a Loan Agreement dated Aug. 6, 2012, by and among Debtors and Jaime Sohacheski and executing a promissory note for $1,080,000 and any related documents and granting the DIP Lender an administrative expense pursuant to Section 364(b). The DIP Loan was authorized by the Court in an interim order on Sept. 17, 2012, and by the final DIP Financing Order on Dec. 14, 2012. All the other terms of the DIP Financing Order will remain the same. This interim order is subject to a final hearing on the matter which set for July 30, 2013, at 1:30 p.m. About MTS Land MTS Land, LLC, and MTS Golf, LLC, own and operate the now dormant Mountain Shadows Golf Club. They filed separate Chapter 11 petitions (Bankr. D. Ariz. Case Nos. 12-16257 and 12-16257) in Phoenix on July 19, 2012. Mountain Shadows Golf Club -- http://www.mountainshadowsgolfclub.com/-- is an 18 hole, par 56 course located at Paradise Valley. Nestled in the foothills of Camelback Mountain, the 3,081-yard Executive course claims to be one of the most scenic golf courses in Arizona. MTS Land and MTS Golf are affiliates of Irvine, Cal.-based Crown Realty & Development Inc. MTS Land and MTS Golf each estimated assets and debts of $10 million to $50 million. Judge Charles G. Case II oversees the Debtors' cases. Gerald M. Gordon, Esq., Robert C. Warnicke, Esq., and Teresa M. Pilatowicz, Esq., at Gordon Silver, represent the Debtor. The petition was signed by Robert A. Flaxman, administrative agent. Lender U.S. Bank is represented by Steven D. Jerome, Esq., and Evans O'Brien, Esq., at Snell & Wilmer L.L.P. The Plan filed in the Debtors' cases provides that all creditors with allowed claims will be paid the amount of their allowed claims in full through the Plan. Holders of equity securities of Debtors will retain all of their legal interests. The U.S. Trustee for Region 14 advised the Court that an official committee of unsecured creditors has not been appointed because an insufficient number of persons holding unsecured claims against the Debtors have expressed interest in serving on a committee. The U.S. Trustee reserves the right to appoint a committee if interest develop among the creditors. MTS LAND: Hearing to Confirm 3rd Amended Plan to Commence Aug. 26 ----------------------------------------------------------------- A hearing to consider the confirmation of MTS Land, LLC, and MTS Golf, LLC's Third Amended Chapter 11 Plan of Reorganization, as Modified will be held on Aug. 26, 27, and 28, 2013, at 10:00 a.m. Objections to confirmation, if any, must be filed no later than Aug. 12, 2013. Debtors may serve replies to such objections and proposed modifications by no later than Aug. 19, 2013. About MTS Land MTS Land, LLC, and MTS Golf, LLC, own and operate the now dormant Mountain Shadows Golf Club. They filed separate Chapter 11 petitions (Bankr. D. Ariz. Case Nos. 12-16257 and 12-16257) in Phoenix on July 19, 2012. Mountain Shadows Golf Club -- http://www.mountainshadowsgolfclub.com/-- is an 18 hole, par 56 course located at Paradise Valley. Nestled in the foothills of Camelback Mountain, the 3,081-yard Executive course claims to be one of the most scenic golf courses in Arizona. MTS Land and MTS Golf are affiliates of Irvine, Cal.-based Crown Realty & Development Inc. MTS Land and MTS Golf each estimated assets and debts of $10 million to $50 million. Judge Charles G. Case II oversees the Debtors' cases. Gerald M. Gordon, Esq., Robert C. Warnicke, Esq., and Teresa M. Pilatowicz, Esq., at Gordon Silver, represent the Debtor. The petition was signed by Robert A. Flaxman, administrative agent. Lender U.S. Bank is represented by Steven D. Jerome, Esq., and Evans O'Brien, Esq., at Snell & Wilmer L.L.P. The Plan filed in the Debtors' cases provides that all creditors with allowed claims will be paid the amount of their allowed claims in full through the Plan. Holders of equity securities of Debtors will retain all of their legal interests. The U.S. Trustee for Region 14 advised the Court that an official committee of unsecured creditors has not been appointed because an insufficient number of persons holding unsecured claims against the Debtors have expressed interest in serving on a committee. The U.S. Trustee reserves the right to appoint a committee if interest develop among the creditors. NAVISTAR INTERNATIONAL: Icahn Held 16.5% Equity Stake at July 19 ---------------------------------------------------------------- In an amended Schedule 13D filing with the U.S. Securities and Exchange Commission, Carl C. Icahn and his affiliates disclosed that as of July 19, 2013, they beneficially owned 13,309,735 shares of common stock of Navistar International Corporation representing 16.55 percent of the shares outstanding. Mr. Icahn, et al., previously reported beneficial ownership of 11,845,167 common shares or 14.95 percent equity stake as of Oct. 25, 2012. On July 18, 2013, and July 19, 2013, Mr. Icahn, et al., purchased an aggregate of 818,279 common shares of the Company. A copy of the amended regulatory filing is available at: http://is.gd/h7qeUW About Navistar International Navistar International Corporation (NYSE: NAV) -- http://www.Navistar.com/-- is a holding company whose subsidiaries and affiliates subsidiaries produce International(R) brand commercial and military trucks, MaxxForce(R) brand diesel engines, IC Bus(TM) brand school and commercial buses, Monaco RV brands of recreational vehicles, and Workhorse(R) brand chassis for motor homes and step vans. It also is a private-label designer and manufacturer of diesel engines for the pickup truck, van and SUV markets. The Company also provides truck and diesel engine parts and service. Another affiliate offers financing services. Navistar incurred a net loss attributable to the Company of $3.01 billion for the year ended Oct. 31, 2012, compared with net income attributable to the Company of $1.72 billion during the prior year. As of April 30, 2013, the Company had $8.72 billion in total assets, $12.36 billion in total liabilities and a $3.64 billion total stockholders' deficit. * * * In the Aug. 3, 2012, edition of the TCR, Moody's Investors Service lowered Navistar International Corporation's Corporate Family Rating (CFR), Probability of Default Rating (PDR), and senior note rating to B2 from B1. The downgrade of Navistar's ratings reflects the significant challenges the company will face during the next eighteen months in re-establishing the profitability and competitiveness of its US and Canadian truck operations in light of the failure to achieve EPA certification of its EGR emissions technology, the significant reductions in military revenues and substantially higher engine warranty reserves. As reported by the TCR on June 19, 2013, Standard & Poor's Ratings Services said it lowered its long-term corporate credit rating on Illinois-based truckmaker Navistar International Corp. (NAV) to 'B-' from 'B'. The rating downgrades reflect S&P's negative reassessment of NAV's business risk profile to "vulnerable" from "weak". As reported by the TCR on Jan. 24, 2013, Fitch Ratings has affirmed the Issuer Default Ratings (IDR) for Navistar International Corporation and Navistar Financial Corporation at 'CCC' and removed the Negative Outlook on the ratings. The removal reflects Fitch's view that immediate concerns about liquidity have lessened, although liquidity remains an important rating consideration as NAV implements its selective catalytic reduction (SCR) engine strategy. Other rating concerns are already incorporated in the 'CCC' rating. NEW CENTURY TRS: Bid to Remove Bankruptcy Trustee Denied -------------------------------------------------------- Helen Galope failed to convince a Delaware bankruptcy judge to impeach or remove Alan M. Jacobs as liquidating trustee in the bankruptcy cases of New Century TRS Holdings, Inc., et al. In a July 9, 2013 Memorandum available at http://is.gd/Lumn60from Leagle.com, Bankruptcy Judge Kevin Carey held that Ms. Galope has not proven any claim of Trustee misconduct nor has she provided any evidence to support allegations that the Trustee is not disinterested. The judge further pointed out that there is no evidence to support a conclusion that the Trustee's counsel's fees were unreasonable or excessive. About New Century Founded in 1995, Irvine, Calif.-based New Century Financial Corporation (NYSE: NEW) -- http://www.ncen.com/-- was a real estate investment trust, providing mortgage products to borrowers nationwide through its operating subsidiaries, New Century Mortgage Corporation and Home123 Corporation. The Company was among firms hit by the collapse of the subprime mortgage business industry in 2006. The company and its debtor-affiliates filed for Chapter 11 protection on April 2, 2007 (Bankr. D. Del. Lead Case No. 07-10416). Suzzanne Uhland, Esq., Austin K. Barron, Esq., and Ana Acevedo, Esq., at O'Melveny & Myers LLP, and Mark D. Collins, Esq., Michael J. Merchant, Esq., and Jason M. Madron, Esq., at Richards, Layton & Finger, P.A., represent the Debtors. The Official Committee of Unsecured Creditors selected Hahn & Hessen as its bankruptcy counsel and Blank Rome LLP as its co-counsel. When the Debtors filed for bankruptcy, they disclosed total assets of $36,276,815 and total debts of $102,503,950. The Company sold its assets in transactions approved by the Bankruptcy Court. The Bankruptcy Court confirmed the Second Amended Joint Chapter 11 Plan of Liquidation of the Debtors and the Official Committee of Unsecured Creditors on July 15, 2008, which became effective on Aug. 1, 2008. An appeal was taken and, on July 16, 2009, District Judge Sue Robinson issued a Memorandum Opinion reversing the Confirmation Order. On July 27, 2009, the Bankruptcy Court entered an Order Granting Motion of the Trustee for an Order Preserving the Status Quo Including Maintenance of Alan M. Jacobs as Liquidating Trustee, Plan Administrator and Sole Officer and Director of the Debtors, Pending Entry of a Final Order Consistent with the District Court's Memorandum Opinion. On Nov. 20, 2009, the Court entered an Order confirming the Modified Second Amended Joint Chapter 11 Plan of Liquidation. The Modified Plan adopted, ratified and confirmed the New Century Liquidating Trust Agreement, dated as of Aug. 1, 2008, which created the New Century Liquidating Trust and appointed Alan M. Jacobs as Liquidating Trustee of New Century Liquidating Trust and Plan Administrator of New Century Warehouse Corporation. NEW ENGLAND COMPOUNDING: Aims to Sue Third Parties on Outbreak -------------------------------------------------------------- Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that New England Compounding Pharmacy Inc., the drug manufacturer whose tainted products caused a fungal meningitis outbreak, is asking the bankruptcy court in Boston to take a procedural step allowing the company or its creditors to sue third parties for their roles in giving rise to product liability claims. The bankruptcy judge is holding a hearing on July 24 for a declaration that NECP is insolvent. According to the report, the finding is necessary for the company or creditors to bring suits in Tennessee. NECP says the finding of insolvency is a mere formality. The company needs to join lawsuits, such as the multidistrict litigation in Boston federal court, to bring as much money into the bankrupt estate as possible. About New England Compounding New England Compounding Pharmacy Inc., filed a Chapter 11 petition (Bankr. D. Mass. Case No. 12-19882) in Boston on Dec. 21, 2012, after a meningitis outbreak linked to an injectable steroid, methylprednisolone acetate ("MPA"), manufactured by NECC, killed 39 people and sickened 656 in 19 states, though no illnesses have been reported in Massachusetts. The Debtor owns and operates the New England Compounding Center is located in Framingham, Mass. In October 2012, the company recalled all its products, not just those associated with the outbreak. The company said at the outset of bankruptcy that it would work with creditors and insurance companies to structure a Chapter 11 plan dealing with personal injury claims. Daniel C. Cohn, Esq., at Murtha Cullina LLP, serves as the Debtor's counsel. Verdolino & Lowey, P.C. is the financial advisor. Assets are listed for $1.3 million with debt totaling $886,000. NECP's official lists of assets and debt mostly show property and liabilities with unknown values. An official unsecured creditors' committee was formed to represent individuals with personal-injury claims. The members selected Brown & Rudnick LLP to be the committee's lawyers. The bankruptcy judge removed company management and inserted a Chapter 11 trustee to take over the company and its liquidation. The trustee is suing the company's managers and has frozen their assets. NORSE ENERGY: Asks Judge to Auction Drilling Leases --------------------------------------------------- Katy Stech writing for Dow Jones' DBR Small Cap reports that unable to wait for New York regulators to lift the state's ban on natural-gas drilling, executives behind the struggling Norse Energy Corp. USA asked a bankruptcy judge to allow them to auction off some of the company's rights to drill underneath 130,000 acres of upstate New York land. About Norse Energy Norse Energy Corp. USA filed a Chapter 11 bankruptcy petition (Bankr. W.D.N.Y. Case No. 12-13685) on Dec. 7, 2012. The Debtor is the U.S. subsidiary of Norse Energy Corp. ASA from Lysaker, Norway. The Debtor is the holder of oil and gas leases on 130,000 acres in central and western New York. The oil and gas exploration and production company said financial problems were the result of a moratorium on drilling in New York. The Debtor disclosed $12.6 million in assets and $36 million in liabilities in its schedules. The Debtor is represented by Janet G. Burhyte, Esq., at Gross, Shuman, Brizdle & Gilfillan, P.C., in Buffalo, New York. Norse has a $3.8 million loan financing bankruptcy. It requires proposing a reorganization plan or beginning to sell the assets by July. NOVADEL PHARMA: Stockholders Approve Sale of Assets to Suda ----------------------------------------------------------- NovaDel Pharma Inc. disclosed that, during the Special Meeting of the Company's Stockholders held on July 19, 2013, its stockholders approved the sale of substantially all of the Company's assets to Suda Ltd. However, approval for the liquidation and dissolution of the Company was not received by the requisite number of stockholders and therefore the proposal did not pass. Therefore, NovaDel will not file for dissolution at this time and will continue to pursue alternative avenues in order to maximize stockholder value. As previously disclosed, the Suda Transaction includes the sale of NovaDel's patents and trademarks relating to its NovaMist technology. The Suda Transaction, as contemplated, does not include the NitroMist(R) or ZolpiMist(TM) intellectual property or licenses. At closing, NovaDel will receive at closing $400,000 in cash, 50,000,000 shares of Suda common stock and 10,000,000 options for the purchase of Suda common shares at a purchase price of $0.05 per share. It is the Company's intention to use part of the proceeds from the Suda Transaction, after transaction expenses, to reduce its outstanding liabilities. The closing of the Suda Transaction remains subject to certain closing conditions, which NovaDel believes have been met or will be met in the near future. Further information regarding the closing of the Suda Transaction will be provided in a subsequent press release as such information becomes available. About NovaDel Pharma NovaDel Pharma Inc. -- http://www.novadel.com-- is a specialty pharmaceutical company that develops oral spray formulations of marketed pharmaceutical products. The Company's patented oral spray drug delivery technology seeks to improve the efficacy, safety, patient compliance, and patient convenience for a broad range of prescription pharmaceuticals. NovaDel has two marketed products that have been approved by the FDA: NitroMist(R) for the treatment of angina, and ZolpiMist(TM) for the treatment of insomnia. NUVILEX INC: Acquires BBB From SG Austria for $1.5 Million ---------------------------------------------------------- Nuvilex, Inc., and SG Austria Private Limited notified shareholders that they had executed and completed the majority of tasks necessary to fulfill and complete the Third Addendum to the original Asset Purchase Agreement between the companies, dated May 26, 2011. Under the terms of the Third Addendum, Nuvilex acquired 100 percent of the equity interests in Bio Blue Bird AG from BBB's parent company SG Austria and, in addition, received a 14.5 percent equity interest in SG Austria for payments made to date. Nuvilex paid US$1.5 million in cash to acquire BBB. Funding was accomplished through a private placement sale to accredited investors of 12,000,000 shares of the Company's restricted common stock for $0.125 per share. The original Agreement planned for 100,000,000 shares of the common stock of the Company to be issued in connection with a transaction to acquire all assets and stock of SG Austria. The Third Addendum instead provides that the Registrant would acquire 100 percent of the equity interests in BBB, 14.5 percent of the equity interest in SG Austria, and Escrow Shares would be returned to the Registrant's treasury. BBB is now a debt-free wholly-owned subsidiary of the Nuvilex and provides exclusive worldwide licenses for the use of encapsulation for oncology, through patents licensed by BBB from Bavarian Nordic (BAVA.CO, Listed on NASDAQ OMX Copenhagen), a vaccine-focused biotechnology company developing and producing novel vaccines for the treatment and prevention of life-threatening diseases. This licensing enables the Registrant to carry out any form of living- cell encapsulation-based cancer treatment and encapsulation of virus expressing cells for treating diseases. Licensing Agreement On July 10, 2013, Nuvilex negotiated and obtained a Licensing Agreement, to further expand the interests of the Company which is entirely unrelated to the Third Addendum and purchase of Bio Blue Bird AG. This Licensing Agreement with Austrianova Singapore Pte Ltd. grants to the Company an exclusive worldwide license to use the Cell-In-A-Box(R) trademark and its associated technology. New Interim CFO On July 2, 2013, the Board of Directors voted unanimously to support Dr. Robert Ryan so that he may focus on the increasing needs of his primary positions as President and Chief Executive Officer, by appointing Patricia Gruden, the present Chairman of the Board, to become the Company's Interim Chief Financial Officer, effective on July 9, 2013. Ms. Gruden will continue in her role as Chairman of the Board of Directors. Effective on July 10, 2013, the Company accepted from Dr. Ryan his resignation as the Company's Interim CFO. This change has no effect on Dr. Ryan's current positions as President and Chief Executive Officer, in which he will remain through 2017. There have been no transactions since April 30, 2012, involving Ms. Gruden, nor is there any currently proposed transaction in which the Company was or is to be a participant and the amount involved exceeds $120,000, and in which Ms. Gruden had or will have a direct or indirect material interest. At this time, Ms. Gruden will not be compensated in her role as Interim Chief Financial Officer. Compensatory Arrangements of Certain Officers The Board of Directors voted unanimously to extend the employment of Dr. Ryan for a four year term, commencing on July 1, 2013, through April 30, 2017. In connection with this employment arrangement, the Dr. Ryan's annual salary will be $60,000 per year and the Company will issue to him 2,400,000 restricted shares of common stock. The Board of Directors voted unanimously to extend the employment of Dr. Gerald W. Crabtree as chief operating officer for a four year term, commencing on July 1, 2013, through April 30, 2017. In connection with this employment arrangement, Dr. Crabtree's annual salary, commencing on Sept. 1, 2013, will be $60,000 per year and the Company will issue to him 1,200,000 restricted shares of common stock. About Nuvilex Inc. Silver Spring, Md.-based Nuvilex, Inc.'s current strategy is to focus on developing and marketing products designed to improve the health and well-being of those who use them. The Company reported a net loss of $1.89 million on $66,558 of total revenue for the year ended April 30, 2012, compared with a net loss of $1.39 million on $125,997 of total revenue during the prior year. The Company's balance sheet at Jan. 31, 2013, showed $2.45 million in total assets, $3.90 million in total liabilities, $580,000 in preferred stock, and a $2.02 million total stockholders' deficit. Robison, Hill & Co., issued a "going concern" qualification on the consolidated financial statements for the year ended April 30, 2012, citing recurring losses from operations which raises substantial doubt about the Company's ability to continue as a going concern. OMTRON USA: 3 Buyers Purchase Poultry Assets for $6 Million ----------------------------------------------------------- Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that poultry producer Omtron USA LLC sold most of the assets at an auction for $5.95 million. The bankruptcy court in Durham, North Carolina, approved the sales July 18. According to the report, the assets were bought by three purchasers. Two served as stalking horses by submitting the opening bids at auction. The assets included three processing plants, two feed mills, a hatchery and a maintenance shop. About Omtron USA Omtron USA bought poultry producer Townsends Inc. out of bankruptcy in 2011, shut down operations in later that year, and filed its own Chapter 11 petition (Bankr. D. Del. Case No. 12-13076) on Nov. 9, 2012, in Delaware. On Dec. 21, 2012, the Delaware Court entered its order granting the transfer of the Debtor's case to U.S. Bankruptcy Court for the Middle District of North Carolina, under Case No. 12-81931. John H. Strock, III, Esq., at Fox Rothschild LLP, in Wilmington, Delaware, serves as counsel to the Debtor. Duff & Phelps Securities LLC serves as investment banker, Upshot Services LLC as its claims and noticing agent. The Debtor listed $40,633,406 in assets and $4,518,756 and liabilities. Omtron paid $24.9 million in February 2011 for the North Carolina operations belonging to Townsends Inc. The three-member Official Committee of Unsecured Creditors tapped to retain Lowenstein Sandler LLP and Womble Carlyle Sandridge & Rice, LLP, as its counsel and CohnReznick, LLP, as its financial advisor. ORCHARD SUPPLY: Common Stock Delisted From NASDAQ ------------------------------------------------- The NASDAQ Stock Market LLC filed a Form 25 with the U.S. Securities and Exchange Commission to remove from listing or registration the common stock of Orchard Supply Hardware Stores Corp. on NASDAQ. 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. PGA FLYOVER: Has Until Aug. 15 to Propose Chapter 11 Plan --------------------------------------------------------- The U.S. Bankruptcy Court for the Southern District of Florida established Aug. 15, 2013, as the deadline for PGA Flyover Corporate Park LLC to file a proposed chapter 11 Plan and disclosure statement. PGA Flyover Corporate Park LLC filed a Chapter 11 petition (Bankr. S.D. Fla. Case No. 13-18701) in West Palm Beach, Florida on April 17, 2013. Bradley S. Shraiberg, Esq., at Shraiberg, Ferrara & Landau, P.A., in Boca Raton, Florida, serves as counsel to the Debtor. The Debtor disclosed $10 million to $50 million in assets and liabilities. The Debtor, owner of the mixed use development known as the PGA Professional and Design Center in Florida, filed a liquidating plan that would satisfy 100% of its liabilities. PGA Flyover, an entity managed and owned by Florida developer Daniel S. Catalfumo, says it has commenced the bankruptcy case to resolve the wasteful scorched earth litigation tactics engaged in by BBX Capital Asset Management, LLC, the current owner of a final judgment of $40.9 million. The PGA Professional and Design Center is located on the Southeast quadrant of PGA Boulevard and RCA Boulevard in Palm Beach Gardens, an attractive location with strong development potential. Under the Plan, holders of general unsecured claims are impaired and will recover 50% or 100% of their allowed claims. BBX's secured claim is impaired. PGA will cause its properties to be transferred to BBX as payment for the remaining amount of the secured claim. Interests will be extinguished and will not receive any distribution under the Plan. PIONEER FREIGHT: Chapter 15 Case Summary ---------------------------------------- Chapter 15 Debtor: Pioneer Freight Futures Company Limited c/o Tricor Services (BVI) Ltd. Palm Grove House, P.O. Box 3340 Road Town, Tortola VG 1110, BVI Chapter 15 Case No.: 13-12324 Chapter 15 Petition Date: July 16, 2013 Court: Southern District of New York (Manhattan) Judge: James M. Peck Chapter 15 Debtor's Counsel: Howard Seife, Esq. CHADBOURNE & PARKE LLP 30 Rockefeller Plaza New York, NY 10112 Tel: (212) 408-5361 Fax: (212) 541-5369 E-mail: hseife@chadbourne.com Estimated Assets: $100,000,001 to $500,000,000 Estimated Debts: $100,000,001 to $500,000,000 The petition was signed by Mark Richard Byers. PONCE DE LEON: To Present Plan for Confirmation on Sept. 18 ----------------------------------------------------------- The hearing to consider the confirmation of Ponce De Leon 1043, Inc.'s Amended Plan of Reorganization is slated for Sept. 18, 2013, at 9:30 a.m. The July 3 hearing to consider confirmation was cancelled. The Debtor filed a Chapter 11 Plan of Reorganization on April 13, 2012. It won approval of the explanatory Disclosure Statement on June 25, 2012. The Debtor amended the Plan on Jan. 25, 2013. Secured creditor PRLP 2011 Holdings LLC, which has objected to the confirmation of the Plan, submitted a proof of claim against the Debtor for $14,496,907. According to the Debtor, the outstanding obligation to PRLP has been reduced to approximately $10.1 million. The Debtor will treat this obligation to PRLP under two Scenarios. Under Scenario A, the preferred scenario by the Debtor, the Debtor will retain the property and PRLP will retain the liens securing its claims. On account of such claim PRLP will receive deferred cash payments totaling the full amount of its claim, of a value as of the effective date of the Plan estimated in $10.1 million approx. within 36 months. The treatment will continue the sale of the unsold units for a term of 36 months with a mutually satisfactory budget for the use of the cash collateral and a strong and well-planned marketing strategy and lease program to be agreed upon with the secured creditor, before the confirmation hearing. Under Scenario B, the Debtor will surrender to PRLP property of the estate equal in value or equivalent to the value of PRLP's secured claim as of the confirmation date. This property will be the remaining residential units at Metro Plaza Towers Condominium project, the commercial spaces and parking spaces. General unsecured creditors were listed in the the Debtor's Schedules in the total amount of $3,386,263, including the amount owed to QB Construction Inc. After review of the proofs of claims filed to date, those listed by the Debtor, and the agreements with several creditors, excluding QB Construction Inc., who has accepted to be classified separately in a junior class, the liability to unsecured creditors under this class, including disputed, contingent and unliquidated claims is estimated in the amount of $41,065. The Debtor will pay 100% of the allowed claims in this class with interest at prime rate (3.25%) under the terms of the Plan. In the event the Debtor pays PRLP under the terms of Scenario A, the Debtor will be making monthly installment payments to this Class of creditors for months 37 - 72 of the Debtor's Plan of Reorganization. In the event the Debtor pays PRLP under the terms provided by Scenario B its shareholders will make a capital contribution to pay general unsecured creditors in full with interest within one year from the effective date of the Plan. Equity security and interest holders will not receive any dividend or other payment under the Debtor's Plan. All current equity holders of the Debtor, however, will retain their equity interests. The Debtor will generate revenue by selling all of the remaining residential units and selling or leasing commercial spaces in the Metro Plaza Towers Projected including the public parking spaces. Additionally, the Debtor says it is in the process of trying to obtain tax credits which, if obtained, would provide additional revenue for the Debtor and enable it to accelerate payments to creditors. A copy of the Amended Plan is available at: http://bankrupt.com/misc/poncedeleon1403.doc177.pdf About Ponce De Leon San Juan, P.R.-based Ponce De Leon 1403, Inc., developed, constructed, and operates the Metro Plaza Tower condominium and commercial property project in Santurce, Puerto Rico. The Metro Plaza Tower project consists of two 15-story towers atop a base structure that serves as a parking garage, common area, and retail space. Each tower houses 87 residential units. The base structure provides approximately 567 parking spaces and has approximately 14,000 square feet of commercial space available for lease. The common areas of the project include a swimming pool, a gym, gardens and a gazebo. Ponce De Leon 1403 Inc. filed for Chapter 11 protection (Bank. D. P.R. Case No. 11-07920) on Sept. 19, 2011. The Debtor estimated both assets and debts of between US$10 million and US$50 million. Carmen Conde Torres, Esq., and Luisa S. Valle Castro, at C. Conde & Assoc., in Old San Juan, Puerto Rico, represent the Debtor as counsel. PROMMIS HOLDINGS: Wants Plan Filing Deadline Moved to Oct. 14 ------------------------------------------------------------- Prommis Holdings, LLC, et al., ask the Hon. Brendan L. Shannon of the U.S. Bankruptcy Court for the District of Delaware to extend to 90 days, or until Oct. 14, 2013, the exclusive period during which the Debtors may file a Chapter 11 plan. The Debtors also seek for extension of the solicitation period by up to 60 days, or until Dec. 13, 2013. Objections to the Debtors' request for an extension must be filed by July 30, 2013, at 4:00 p.m. EDT. The Court will hold a hearing on Aug. 21, 2013, at 10:00 a.m. EDT. "The Debtors' cases have been somewhat complex, in particular given the many moving parts involved in the Debtors' four sale transactions, as well as certain expedited litigation matters that arose early in these cases," Steven K. Kortanek, Esq., at Womble Carlyle Sandridge & Rice, LLP, the attorney for the Debtor, says. According to Mr. Kortanek, the plan process could only begin in earnest after the highly expedited sales processes and related transactional and litigation matters concluded. Mr. Kortanek states that the Debtors had several unresolved contingencies. The sale transactions, the Debtors' cash collateral use motion, and the bar date were all contingencies that required resolution. Most of the Debtors' contingencies are behind them, while certain additional matters must be addressed before a plan can be successfully prosecuted. The extensions requested, according to Mr. Kortanek, will afford the Prommis Debtors and their stakeholders an adequate runway to follow through on the plan process in the event that any course corrections are warranted, without the risk of the substantial additional costs and disruption that could follow an expiration of either of the Exclusive Periods. The Debtor is also represented by: Thomas M. Horan Ericka F. Johnson WOMBLE CARLYLE SANDRIDGE & RICE, LLP 222 Delaware Avenue, Suite 1501 Wilmington, DE 19801 Tel: (302) 252-4320 Fax: (302) 252-4330 E-mail: thoran@wcsr.com erjohnson@wcsr.com - and - Christopher Marcus, P.C. KIRKLAND & ELLIS LLP 601 Lexington Avenue New York, New York 10022 Tel: (212) 446-4800 Fax: (212) 446-4900 E-mail: christopher.marcus@kirkland.com 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. Three subsidiaries -- 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. Judge Brendan Linehan Shannon presides over the case. Steven K. Kortanek, Esq., at Womble Carlyle Sandridge & Rice, LLP, serves as the Debtors' counsel, while David S. Meyer at 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. Prommis Solutions, LLC, a debtor- affiliate disclosed $18,488,803 in assets and $260,232,313 in liabilities as of the Chapter 11 filing. 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. The Committee tapped Saul Ewing LLP and Hahn & Hessen as its co-counsels, and FTI Consulting, Inc., as its financial advisor. PWK TIMBERLAND: LaPorte's Chavgney Pierce Approved as CPA --------------------------------------------------------- The Bankruptcy Court for the Western District of Louisiana, according to PWK Timberland LLC's case docket, authorized the employment of Chavgney G. Pierce, CPA/ABV-- cpierce@laporte.com -- at LaPorte, CPAs & Business Advisors. The firm will assist the Debtor and the former members/creditors of the Debtor in determining the value of the membership interests of the former members. The amount of the claims of the former members will be determined, in part, by the results of this valuation process. The monetary claims of the former members are essentially the only debt of the Debtor. Pursuant to the engagement letter, the Debtor and the creditors/former members were required to submit a retainer of $25,000 each, prior to Mr. Pierce and his firm beginning their valuation work. The Debtor has been informed that the former members have paid their share of the retainer. The Debtor has sufficient funds on hand to pay its share of the retainer and any future costs. To the best of the Debtor's knowledge, LaPorte is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. About PWK Timberland Lake Charles, Louisiana-based PWK Timberland LLC sought Chapter 11 protection (Bankr. W.D. La. Case No. 13-20242) on March 22, 2013. Gerald J. Casey, Esq., serves as counsel to the Debtor. The Debtor disclosed $15,038,448 in assets and $1,792,957 in liabilities as of the Chapter 11 filing. The Debtor's Chapter 11 plan is due Sept. 18, 2013 PITT PENN: CohnReznick Okayed as Ch.11 Trustee's Financial Advisor ------------------------------------------------------------------ The Bankruptcy Court authorized Norman L. Pernick, the chapter 11 trustee in the bankruptcy cases of Pitt Penn Holding Co., Inc., et al., to employ CohnReznick, LLP as his financial advisor to, among other things, provide these services: a. obtain and/or reconstruct financial results for each of the Debtors for the period from inception/acquisition date through the present; b. analyze cash transactions and identify related transactions; determine if related were exchanged for fair value. c. gain control over bank accounts and information systems and implement procedures to ensure Debtors' compliance with policies and procedures implemented by the Trustee. Bernard A. Katz attests his firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm's rates are: Professional Hourly Rates ------------ ------------ Partner/Senior Partner $585-$800 Managers/Seniors Managers/Directors $435-$620 Other Professional Staff $275-$410 Paraprofessionals $185 The firm will also seek reimbursement for out-of-pocket expenses. About Pitt Penn and Industrial Enterprises Pitt Penn Holding Co., Inc., and Pitt Penn Oil Co., LLC, each filed voluntary petitions for Chapter 11 relief (Bankr. D. Del. Case Nos. 09-11475 and 09-11476) on April 30, 2009. Industrial Enterprises of America, Inc., f/k/a Advanced Bio/Chem, Inc., filed for Chapter 11 protection (Bankr. D. Del. Case No. 09-11508) on May 1, 2009. EMC Packaging, Inc., filed a voluntary petition for Chapter 11 relief (Bankr. D. Del. Case No. 09-11524) on May 4, 2009. Unifide Industries, LLC, and Today's Way Manufacturing LLC, each filed a voluntary petition for Chapter 11 relief (Bankr. D. Del. Case Nos. 09-11587 and 09-11586) on May 6, 2009. PPH, PPO, EMC, Unifide, and Today's Way are each subsidiaries of IEAM. The cases are jointly administered under Case No. 09-11475. Christopher D. Loizides, Esq., at Loizides, P.A., in Wilmington, Del., represents the Debtors as counsel. In its petition, Industrial Enterprises disclosed total assets of $50,476,697 and total debts of $17,853,997. Industrial Enterprises originally operated as a holding company with four wholly owned subsidiaries, PPH, EMC, Unifide, and Today's Way. PPH, through its wholly owned subsidiary, PPO, was a leading manufacturer, marketer and seller of automotive chemicals and additives. EMC's original business consisted of converting hydrofluorocarbon gases R134a and R152a into branded private label refrigerant and propellant products. Unifide was a leading marketer and seller of automotive chemicals and additives. Today's Way manufactured and packaged the products which were sold by Unifide. PITT PENN: Chapter 11 Trustee Can Hire Cole Schotz as Counsel ------------------------------------------------------------- The Bankruptcy Court authorized Norman L. Pernick, the chapter 11 trustee in the bankruptcy cases of Pitt Penn Holding Co., Inc., et al., to employ Cole, Schotz, Meisel, Forman & Leonard, P.A. as his counsel. As reported by the Troubled Company Reporter on June 26, 2013, the firm's rates are: Professional Hourly Rate ------------ ----------- Members $350 to $785 Special Counsel $365 to $410 Associates $210 to $400 Paralegals $165 to $245 Litigation Support Specialist $100 to $250 The current rates of the professionals expected to perform significant work in this case are: Professional Hourly Rate ------------ ----------- Alan Rubin, Member $610 Warren A. Usatine, Member $595 Wendy F. Klein, Member $485 Patrick J. Reilley, Member $430 David S. Godl, Associate $265 Saul A. Ehrenpreis, Associate $210 Kimberly A. Karsetter, Paragel $200 Mr. Reilley attests that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. About Pitt Penn and Industrial Enterprises Pitt Penn Holding Co., Inc., and Pitt Penn Oil Co., LLC, each filed voluntary petitions for Chapter 11 relief (Bankr. D. Del. Case Nos. 09-11475 and 09-11476) on April 30, 2009. Industrial Enterprises of America, Inc., f/k/a Advanced Bio/Chem, Inc., filed for Chapter 11 protection (Bankr. D. Del. Case No. 09-11508) on May 1, 2009. EMC Packaging, Inc., filed a voluntary petition for Chapter 11 relief (Bankr. D. Del. Case No. 09-11524) on May 4, 2009. Unifide Industries, LLC, and Today's Way Manufacturing LLC, each filed a voluntary petition for Chapter 11 relief (Bankr. D. Del. Case Nos. 09-11587 and 09-11586) on May 6, 2009. PPH, PPO, EMC, Unifide, and Today's Way are each subsidiaries of IEAM. The cases are jointly administered under Case No. 09-11475. Christopher D. Loizides, Esq., at Loizides, P.A., in Wilmington, Del., represents the Debtors as counsel. In its petition, Industrial Enterprises disclosed total assets of $50,476,697 and total debts of $17,853,997. Industrial Enterprises originally operated as a holding company with four wholly owned subsidiaries, PPH, EMC, Unifide, and Today's Way. PPH, through its wholly owned subsidiary, PPO, was a leading manufacturer, marketer and seller of automotive chemicals and additives. EMC's original business consisted of converting hydrofluorocarbon gases R134a and R152a into branded private label refrigerant and propellant products. Unifide was a leading marketer and seller of automotive chemicals and additives. Today's Way manufactured and packaged the products which were sold by Unifide. PITT PENN: Stroz Friedberg Approved as E-Discovery Consultant ------------------------------------------------------------- The Bankruptcy Court authorized Norman L. Pernick, the chapter 11 trustee in the bankruptcy cases of Pitt Penn Holding Co., Inc., et al., to employ Stroz Friedberg LLC as his e-discovery consultant to perform services in connection with the discovery sought as part of the competing plan process in the Debtors' cases. As reported by the Troubled Company Reporter on May 31, 2013, the Debtors also requested permission to employ forensic experts Stroz Friedberg as service providers. According to the Debtors, computer forensic examination of their servers is necessary to obtain accurate financial information that is essential for PPH, PPO and other subsidiary debtors. About Pitt Penn and Industrial Enterprises Pitt Penn Holding Co., Inc., and Pitt Penn Oil Co., LLC, each filed voluntary petitions for Chapter 11 relief (Bankr. D. Del. Case Nos. 09-11475 and 09-11476) on April 30, 2009. Industrial Enterprises of America, Inc., f/k/a Advanced Bio/Chem, Inc., filed for Chapter 11 protection (Bankr. D. Del. Case No. 09-11508) on May 1, 2009. EMC Packaging, Inc., filed a voluntary petition for Chapter 11 relief (Bankr. D. Del. Case No. 09-11524) on May 4, 2009. Unifide Industries, LLC, and Today's Way Manufacturing LLC, each filed a voluntary petition for Chapter 11 relief (Bankr. D. Del. Case Nos. 09-11587 and 09-11586) on May 6, 2009. PPH, PPO, EMC, Unifide, and Today's Way are each subsidiaries of IEAM. The cases are jointly administered under Case No. 09-11475. Christopher D. Loizides, Esq., at Loizides, P.A., in Wilmington, Del., represents the Debtors as counsel. In its petition, Industrial Enterprises disclosed total assets of $50,476,697 and total debts of $17,853,997. Industrial Enterprises originally operated as a holding company with four wholly owned subsidiaries, PPH, EMC, Unifide, and Today's Way. PPH, through its wholly owned subsidiary, PPO, was a leading manufacturer, marketer and seller of automotive chemicals and additives. EMC's original business consisted of converting hydrofluorocarbon gases R134a and R152a into branded private label refrigerant and propellant products. Unifide was a leading marketer and seller of automotive chemicals and additives. Today's Way manufactured and packaged the products which were sold by Unifide. QUANTUM FUEL: Board Approves Executive Bonus Plan ------------------------------------------------- The Compensation Committee of the Board of Directors of Quantum Fuel Systems Technologies Worldwide, Inc., approved the Company's Executive Cash Bonus Plan. The Compensation Committee will act as the Administrator of the Cash Bonus Plan. Bonus payments will be made on an annual basis based on an evaluation by the Compensation Committee of the Company's achievement of the Performance Targets. The Compensation Committee has the discretion to increase or decrease the amount of the cash award by not more than 20 percent; provided, however, the cash award cannot be increased above the Award Limit applicable to such executive. The Board of Directors of the Company has the right to amend, terminate or suspend the Cash Bonus Plan at any time. A copy of the Executive Bonus Plan is available for free at: http://is.gd/984XHi About Quantum Fuel Lake Forest, Cal.-based Quantum Fuel Systems Technologies Worldwide, Inc. (Nasdaq: QTWW) develops and produces advanced vehicle propulsion systems, fuel storage technologies, and alternative fuel vehicles. Quantum's portfolio of technologies includes electronic and software controls, hybrid electric drive systems, natural gas and hydrogen storage and metering systems and other alternative fuel technologies and solutions that enable fuel efficient, low emission, natural gas, hybrid, plug-in hybrid electric and fuel cell vehicles. Quantum Fuel disclosed a net loss attributable to stockholders of $30.91 million in 2012 and a net loss attributable to common stockholders of $38.49 million in 2011. The Company's balance sheet at March 31, 2013, showed $58.40 million in total assets, $49.77 million in total liabilities and $8.62 million in total stockholders' equity. Haskell & White LLP, in Irvine, California, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2012. The independent auditors noted that the Company does not have sufficient existing sources of liquidity to operate its business and service its debt obligations for a period of at least twelve months. These conditions, along with the Company's working capital deficit and recurring operating losses, raise substantial doubt about the Company's ability to continue as a going concern. QUEEN ELIZABETH: Voluntary Chapter 11 Case Summary -------------------------------------------------- Debtor: Queen Elizabeth Realty Corp. 157 Hester Street New York, NY 10013 Bankruptcy Case No.: 13-12335 Chapter 11 Petition Date: July 17, 2013 Court: U.S. Bankruptcy Court Southern District of New York (Manhattan) Judge: Stuart M. Bernstein Debtor's Counsel: Jonathan S. Pasternak, Esq. DELBELLO DONNELLAN WEINGARTEN WISE & WIEDERKEHR, LLP One North Lexington Avenue White Plains, NY 10601 Tel: (914) 681-0200 Fax: (914) 684-0288 E-mail: jpasternak@ddw-law.com Estimated Assets: $10,000,001 to $50,000,000 Estimated Debts: $10,000,001 to $50,000,000 A copy of the Company's list of largest unsecured creditors filed together with the petition does not contain any entry. The petition was signed by Jeffrey Wu, president. QUICKSILVER RESOURCES: $491,625 Retention Bonuses Approved ---------------------------------------------------------- The Compensation Committee of Quicksilver Resources Inc. approved the award of cash and equity retention bonuses to John C. Regan, senior vice president - chief financial officer and chief accounting officer, and Stan G. Page, senior vice president - U.S. Operations. Mr. Regan will receive $247,500 in cash while Mr. Page will get $244,125, both amounts are payable in two equal installments on July 15, 2014, and 2015. The equity retention awards are in the form of restricted stock and had grant date values of $247,500 (150,000 shares of Company common stock) for Mr. Regan and $244,125 (147,955 shares of Company common stock) for Mr. Page, and will vest on July 15, 2016. A copy of the Form 8-K is available for free at: http://is.gd/QTmVo1 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. RAMAPO LIGHTING: Case Summary & 9 Unsecured Creditors ----------------------------------------------------- Debtor: Ramapo Lighting & Electric Supply, Inc. 32 South Central Avenue Spring Valley, NY 10977 Bankruptcy Case No.: 13-23147 Chapter 11 Petition Date: July 11, 2013 Court: United States Bankruptcy Court Southern District of New York (White Plains) Judge: Robert D. Drain Debtor's Counsel: Ronald V. De Caprio, Esq. LAW OFFICE OF RONALD V. DE CAPRIO 65 West Ramapo Road Garnerville, NY 10923 Tel: (845) 354-3212 Fax: (845) 354-3213 E-mail: ronaldvdecaprio@decapriolaw.com Estimated Assets: $100,001 to $500,000 Estimated Debts: $1,000,001 to $10,000,000 A copy of the Company's list of its nine unsecured creditors, filed together with the petition, is available for free at http://bankrupt.com/misc/nysb13-23147.pdf The petition was signed by Abraham Schwartz, president. RAMS ASSOCIATES: Case Summary & 20 Largest Unsecured Creditors -------------------------------------------------------------- Debtor: Rams Associates, L.P. 1215 Wyckoff Road Farmingdale, NJ 07727 Bankruptcy Case No.: 13-25541 Chapter 11 Petition Date: July 16, 2013 Court: U.S. Bankruptcy Court District of New Jersey (Trenton) Judge: Christine M. Gravelle Debtor's Counsel: Morris S. Bauer, Esq. NORRIS MCLAUGHLIN & MARCUS, P.A. P.O. Box 5933 Bridgewater, NJ 08807-5933 Tel: (908) 722-0700 Fax: (908) 722-0755 E-mail: msbauer@nmmlaw.com - and ? Larry Lesnik, Esq. NORRIS, MCLAUGHLIN & MARCUS, P.A. P.O. Box 5933 Bridgewater, NJ 08807-5933 Tel: (908) 722-0700 E-mail: llesnik@nmmlaw.com Estimated Assets: $10,000,001 to $50,000,000 Estimated Debts: $10,000,001 to $50,000,000 The petition was signed by John Sabo, general partner. Affiliate that filed separate Chapter 11 petition: Entity Case No. Petition Date ------ -------- ------------- Rams Associates, L.P. 13-23969 06/25/13 Debtor's List of Its 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ John C. Sabo -- $5,158,773 107 Brown Avenue Spring Lake, NJ 07762 Gerard Chiara -- $1,100,000 94 Boulevard Mountain Lakes, NJ 07046 Catalano Group -- $724,968 25 Abe Voorhees Drive Manasquan, NJ 08736 Fred Messina -- $550,000 1085 SE Killean Court Port Saint Lucie, FL 34952 Barbara Pedicone -- $400,000 31 Continental Circle Totowa, NJ 07512 Kent Doyle -- $342,000 29 Radcliffe Drive Succasunna, NJ 07876 David Bendich -- $255,694 143 Highview Drive Woodbridge, NJ 07095 John Mele -- $210,000 Trinity Capital, LLC -- $145,062 Elaine & Ted Kurtz -- $130,000 John Catalano, Sr. -- $100,000 John Catalano, Jr. -- $66,772 Carl Augusta -- $65,000 Michael Zarrillo -- $50,000 Rosemary Barclay -- $32,000 Thomas Wojnas -- $30,000 Ellen Magliaro -- $26,600 Frank Antalec, Jr. -- $25,000 Kenneth Kleeman -- $20,000 Maximum Performance -- $14,150 RANCHO HOUSING: Gets Discharge from Personal Liability for Debts ---------------------------------------------------------------- On July 16, 2013, the U.S. Bankruptcy Court for the Central District of California entered an order releasing Rancho Housing Alliance, Inc., from personal liability for debts discharged under 11 U.S.C. Section 727 (or) 1141 (or) 1228 (or) 1328, except those debts determined by order of a court with competent jurisdiction not to be discharged pursuant to 11 U.S.C. Section 523. All creditors whose debts are discharged by this order and all creditors whose judgments are declared null and void by this order are enjoined from instituting or continuing any action or employing any process or engaging in any act to collect such debts as personal liabilities of the Debtor. About Rancho Housing Alliance Rancho Housing Alliance, Inc., is a California non-profit public benefit corporation authorized and operating pursuant to Division 2 of Title I of the California Corporations Code. RHA has members but does not issue equity securities of any kind. Each member also serves on the Debtor's board of directors. However, operational control of the Debtor rests with its Executive Director, Mr. Jeffrey Hays. RHA's specific charitable purposes are to benefit and support another California non-profit public benefit corporation known as Desert Alliance for Community Empowerment, Inc. In assisting DACE, RHA, among other things, provides affordable, decent, safe and sanitary housing for low income persons where adequate housing does not exist and assists low-income households to secure education, training and services for self-sufficiency. In meeting these goals, RHA owns and operates a number of properties and programs. RHA filed for Chapter 11 bankruptcy (Bankr. C.D. Cal. Case No. 11- 27519) on May 27, 2011. Judge Scott C. Clarkson presides over the case. Brett Ramsaur, Esq., and Michael B. Reynolds, Esq., at Snell & Wilmer LLP, serve as the Debtor's counsel. The Debtor disclosed $12,882,123 in assets and $22,404,858 in liabilities as of the Chapter 11 filing. RANCHO HOUSING: Court Confirms Fourth Amended Chapter 11 Plan ------------------------------------------------------------- On July 15, 2013, the U.S. Bankruptcy Court for the Central District of California entered an order confirming Rancho Housing Alliance, Inc.'s Fourth Amended Chapter 11 Plan of Reorganization dated March 15, 2013. A copy of the Confirming Order is available at: http://bankrupt.com/misc/ranchohousing.doc178.pdf The Reorganized Debtor must appear at the post-confirmation status conference to be held on Oct. 15, 2013, at 1:30 p.m. Pursuant to Local Bankruptcy Rule 3020-1(b), the Reorganized Debtor will file a status report explaining what progress has been made toward consummation of the confirmed plan of reorganization no later than Oct. 1, 2013. The post-confirmation status report will be served on the United States Trustee, the 20 largest unsecured creditors, and those parties who have requested special notice. Further reports will shall be filed every 180 days thereafter and served on the same entities, unless otherwise ordered by the court. As reported in the TCR March 20, 2013, Rancho Housing Alliance, Inc., on March 15, 2013, delivered to the Bankruptcy Court a fourth iteration of its Chapter 11 plan of reorganization and explanatory disclosure statement. The Debtor seeks to reorganize by using estate assets, postpetition revenues and new capital raised from the sale of new equity to make payments to interested parties. Some payments will be made over time. Some payments will commence on the Effective Date of the proposed Plan, which will be 60 days after the Bankruptcy Court issues an order confirming the Plan. A copy of the Fourth Amended Disclosure Statement is available at http://bankrupt.com/misc/RANCHOHOUSING4thAmendedDS.pdf About Rancho Housing Alliance Rancho Housing Alliance, Inc., is a California non-profit public benefit corporation authorized and operating pursuant to Division 2 of Title I of the California Corporations Code. RHA has members but does not issue equity securities of any kind. Each member also serves on the Debtor's board of directors. However, operational control of the Debtor rests with its Executive Director, Mr. Jeffrey Hays. RHA's specific charitable purposes are to benefit and support another California non-profit public benefit corporation known as Desert Alliance for Community Empowerment, Inc. In assisting DACE, RHA, among other things, provides affordable, decent, safe and sanitary housing for low income persons where adequate housing does not exist and assists low-income households to secure education, training and services for self-sufficiency. In meeting these goals, RHA owns and operates a number of properties and programs. RHA filed for Chapter 11 bankruptcy (Bankr. C.D. Cal. Case No. 11-27519) on May 27, 2011. Judge Scott C. Clarkson presides over the case. Brett Ramsaur, Esq., and Michael B. Reynolds, Esq., at Snell & Wilmer LLP, serve as the Debtor's counsel. The Debtor disclosed $12,882,123 in assets and $22,404,858 in liabilities as of the Chapter 11 filing. REALOGY CORP: Expects $1.5 Billion of Net Revenue in 2nd Quarter ---------------------------------------------------------------- Realogy Holdings Corp. provided preliminary estimates of certain of its financial and operational results for the second quarter ended June 30, 2013: * Net revenue is expected to be in the range of $1.529 billion to $1.539 billion, representing an increase of 17 percent to 18 percent compared to second quarter 2012. * Adjusted EBITDA is expected to be in the range of $276 million to $280 million, representing a 26 percent to 28 percent increase from prior year results. * Net income attributable to the Company for the quarter is expected to be in the range of $80 million to $90 million, an improvement of approximately $110 million compared to the second quarter of 2012. The 2013 second quarter net income is after taking into account approximately $67 million of interest expense, $44 million of depreciation and amortization, $43 million of loss on the early extinguishment of debt and $26 million of expense relating to the April 2013 issuance of common stock under the phantom value plan, which was primarily non-cash. * Basic earnings per share for the second quarter of 2013 is expected to be in the range of $0.55 to $0.62, or, excluding the loss on early extinguishment of debt and phantom value plan expense, $1.03 to $1.09. "The significant improvement in our expected second quarter Adjusted EBITDA is a result of our increased homesale transaction volume, the strength of our business model and the strength of the housing market recovery," said Richard A. Smith, Realogy's chairman, chief executive officer and president. "Our homesale transaction volume increased 21% year-over-year during the quarter, which is four percentage points higher than the top end of our prior guidance issued on May 1, 2013. The increased volume is attributed to demand outstripping supply, moderately improved inventory levels and continued historically high affordability levels despite a rising mortgage rate environment." On a combined basis including the franchise (RFG) and company- owned (NRT) real estate services segments, Realogy's overall second quarter homesale transaction volume (homesale transaction sides times average sale price) improved 21 percent year-over-year (compared to its previously stated guidance range of 14 percent to 17 percent). Specifically, RFG had a 10 percent increase in homesale transaction sides and a 10 percent increase in average homesale price year-over-year during the second quarter to approximately $237,000, while NRT, with its concentration in 35 major metropolitan markets, had a 12 percent increase in homesale transaction sides and a 7 percent increase in average homesale price to approximately $478,000. "Based on the visibility we have into the coming months from our open contracts in June and July, we currently anticipate third quarter 2013 homesale transaction volume to increase in the high teens year-over-year on a Realogy combined basis, leading to continued strength in revenue and EBITDA growth in the third quarter," said Anthony E. Hull, executive vice president chief financial officer and treasurer. "We will provide an update on third quarter 2013 driver trends when we hold our second quarter conference call July 24." At June 30, 2013, the Company's net debt was $4.0 billion, which included $140 million of borrowings under its revolving credit facility. The preliminary estimate of the Company's second quarter 2013 financial results have not yet been finalized by management or reviewed by the Company's independent registered public accounting firm. A copy of the press release is available for free at: http://is.gd/KwlFW0 About Realogy Corp. Realogy Corp. -- http://www.realogy.com/-- a global provider of real estate and relocation services with a diversified business model that includes real estate franchising, brokerage, relocation and title services. Realogy's world-renowned brands and business units include Better Homes and Gardens Real Estate, CENTURY 21, Coldwell Banker, Coldwell Banker Commercial, The Corcoran Group, ERA, Sotheby's International Realty, NRT LLC, Cartus and Title Resource Group. Collectively, Realogy's franchise systems have around 15,000 offices and 270,000 sales associates doing business in 92 countries around the world. Headquartered in Parsippany, N.J., Realogy is owned by affiliates of Apollo Management, L.P., a leading private equity and capital markets investor. Realogy fully supports the principles of the Fair Housing Act. Realogy Holdings Corp. and Realogy Group LLC reported a net loss attributable to the Companies of $543 million on $4.67 billion of net revenues for the year ended Dec. 31, 2012. Realogy Holdings and Realogy Group incurred a net loss of $441 million on $4.09 billion of net revenues in 2011, following a net loss of $99 million on $4.09 billion of net revenues for 2010. The Company's balance sheet at March 31, 2013, showed $7.41 billion in total assets, $5.97 billion in total liabilities and $1.44 billion in total equity. Bankruptcy Warning "Our ability to make scheduled payments or to refinance our debt obligations depends on our financial and operating performance, which is subject to prevailing economic and competitive conditions and to certain financial, business and other factors beyond our control. We cannot assure you that we will maintain a level of cash flows from operating activities and from drawings on our revolving credit facilities sufficient to permit us to pay the principal, premium, if any, and interest on our indebtedness or meet our operating expenses. If our cash flows and capital resources are insufficient to fund our debt service obligations, we may be forced to reduce or delay capital expenditures, sell assets or operations, seek additional debt or equity capital or restructure or refinance our indebtedness. We cannot assure you that we would be able to take any of these actions, that these actions would be successful and permit us to meet our scheduled debt service obligations or that these actions would be permitted under the terms of our existing or future debt agreements. If we cannot make scheduled payments on our debt, we will be in default and, as a result: * our debt holders could declare all outstanding principal and interest to be due and payable; * the lenders under our senior secured credit facility could terminate their commitments to lend us money and foreclose against the assets securing their borrowings; and * we could be forced into bankruptcy or liquidation," the Company said in its annual report for the period ended Dec. 31, 2012. * * * In the Dec. 12, 2012, edition of the TCR, Moody's Investors Service upgraded Realogy Group LLC's Corporate Family and Probability of Default ratings to B3. The B3 Corporate Family rating (CFR) incorporates Moody's view that Realogy's capital structure has made meaningful progress towards being stabilized following the issuance of primary equity, and is therefore more sustainable although still highly leveraged. As reported by the TCR on Feb. 18, 2013, Standard & Poor's Ratings Services raised its corporate credit rating on Realogy Corp. to 'B+' from 'B'. "The one notch upgrade in the corporate credit rating to 'B+' reflects an increase in our expectation for operating performance at Realogy in 2013, and S&P's expectation that total lease adjusted debt to EBITDA will improve to the low-6x area and funds from operations (FFO) to total adjusted debt will be improve to the high-single-digits percentage area in 2013, mostly due to EBITDA growth in the low- to mid-teens percentage area in 2013," S&P said. REMEDENT INC: Reports $982K Net Loss in Fiscal 2013 --------------------------------------------------- Grant Thornton bedrijfsrevisoren CVBA, in Brussels, Belgium, in their audit report on Remedent, Inc.'s consolidated financial statements as of and for the year ended March 31, 2013, raised substantial doubt about the Company's ability to continue as a going concern. The independent auditors explained that the Company incurred a net loss of $981,936 during the year ended March 31, 2013, and as of that date, the Company's current liabilities exceeded its current assets by $1,337,846. The Company also experienced cash outflows from operations during the year ending March 31, 2013, totaling $946,316 and had cash on hand at March 31, 2013, of $64,504. Also, the reimbursement schedule for a long term debt commitment has not been complied with. The Company reported a net loss of $981,936 on $2.9 million of sales for the year ended March 31, 2013, compared with net income of $1.3 million on $9.7 million of sales for the year ended March 31, 2012. Net sales decreased by approximately 69.7% to $2,937,276 in the year ended March 31, 2013, as compared to $9,687,292 in the year ended March 31, 2012. According to the regulatory filing, the decrease in sales is primarily due to the deconsolidation of the Company's OTC division at the quarter ending September 2011 and also because of the deconsolidation of its Asian Division at the end of January 2012, resulting in decreased revenue. Additionally, included during the fiscal year ending March 31, 2012, were non-recurring royalty fees in reference to the DenMat Distribution agreement and the non-recurring fee in connection with the First Fit Distribution agreement. The Company's balance sheet at March 31, 2013, showed $6.5 million in total assets, $5.0 million in total liabilities, and stockholders' equity of $1.5 million. A copy of the Form 10-K is available at http://is.gd/ikQ6CX Remedent, Inc., is a manufacturer and distributor of cosmetic dentistry products, including a full line of professional dental tooth whitening products which are distributed in Europe, Asia and the United States. The Company manufactures many of its products in its facility in Ghent, Belgium as well as outsourced manufacturing in its facility in Beijing, China and Ghent. The Company distributes its products using both its own internal sales force and through the use of third party distributors. RESIDENTIAL CAPITAL: Hedge Funds Balk at Deal With Insurer FGIC --------------------------------------------------------------- Patrick Fitzgerald writing for Dow Jones' DBR Small Cap reports that a group of hedge funds that invested in mortgage-backed securities insured by the Financial Guaranty Insurance Co. is objecting to the bond insurer's $596.5 million settlement with Residential Capital LLC. About Residential Capital Residential Capital LLC, the unprofitable mortgage subsidiary of Ally Financial Inc., filed for bankruptcy protection (Bankr. S.D.N.Y. Lead Case No. 12-12020) on May 14, 2012. Neither Ally Financial nor Ally Bank is included in the bankruptcy filings. ResCap, one of the country's largest mortgage originators and servicers, was sent to Chapter 11 with 50 subsidiaries amid "continuing industry challenges, rising litigation costs and claims, and regulatory uncertainty," according to a company statement. ResCap disclosed $15.68 billion in assets and $15.28 billion in liabilities as of March 31, 2012. Centerview Partners LLC and FTI Consulting are acting as financial advisers to ResCap. Morrison & Foerster LLP is acting as legal adviser to ResCap. Curtis, Mallet-Prevost, Colt & Mosle LLP is the conflicts counsel. Rubenstein Associates, Inc., is the public relations consultants to the Company in the Chapter 11 case. Morrison Cohen LLP is advising ResCap's independent directors. Kurtzman Carson Consultants LLP is the claims and notice agent. Ray C. Schrock, Esq., at Kirkland & Ellis LLP, in New York, serves as counsel to Ally Financial. ResCap sold most of the businesses for a combined $4.5 billion. The Bankruptcy Court in November 2012 approved ResCap's sale of its mortgage servicing and origination platform assets to Ocwen Loan Servicing, LLC and Walter Investment Management Corporation for $3 billion; and its portfolio of roughly 50,000 whole loans to Berkshire Hathaway for $1.5 billion. Bankruptcy Creditors' Service, Inc., publishes RESIDENTIAL CAPITAL BANKRUPTCY NEWS. The newsletter tracks the Chapter 11 proceeding undertaken by affiliates of Residential Capital LLC and its affiliates (http://bankrupt.com/newsstand/or 215/945-7000). RESIDENTIAL CAPITAL: Lawyers Accused of Conflict of Interest ------------------------------------------------------------ Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that an ad hoc group of holders of the 9.625 percent junior secured notes issued by Residential Capital LLC argues that lawyers for ResCap and the official creditors' committee have a conflict of interest and should be barred from taking positions in court on any dispute where one bankrupt ResCap company has a claim against another. According to the report, the nub of the controversy is ResCap's proposed reorganization plan and settlement where the junior noteholders are slated for a 71.4 percent to 77.1 percent recovery on their $2.223 billion in claims. The junior noteholders believe the property underlying their claims has sufficient value so they should be paid in full, with interest accruing after bankruptcy. To reach full payment, the junior noteholders believe ResCap has valid claims against affiliates. The report notes that in papers filed in bankruptcy court last week, junior noteholders point to positions taken by lawyers for ResCap and the committee to the effect that claims by one company against another have no value. Junior noteholders contend that the existence of potential claims by one ResCap company against another creates a conflict of interest for the lawyers and also for Lewis Kruger, ResCap's chief restructuring officer. The report relates that at an Aug. 21 hearing, the junior noteholders want the bankruptcy judge to rule that the companies' and the committee's lawyers must sit on the sidelines whenever there is a dispute by one entity against another. They believe that the intra-company claims are worth between $500 million and "likely in excess of a billion dollars." Separately, the junior noteholders want the judge to rule they can participate in mediation and not be accused of using non-public information in trading bonds or claims. The disclosure statement explaining ResCap's reorganization plan comes up for approval at the same Aug. 21 hearing in bankruptcy court. The plan is based in large part on a settlement where ResCap's parent Ally Financial Inc. will pay $2.1 billion in return for a release of claims. ResCap's $2.147 billion in general unsecured claims are scheduled for a distribution of 36.3 percent, according to the disclosure statement. Unsecured creditors with $2 billion in claims against the so-called GMACM companies are looking at 30.1 percent. About Residential Capital Residential Capital LLC, the unprofitable mortgage subsidiary of Ally Financial Inc., filed for bankruptcy protection (Bankr. S.D.N.Y. Lead Case No. 12-12020) on May 14, 2012. Neither Ally Financial nor Ally Bank is included in the bankruptcy filings. ResCap, one of the country's largest mortgage originators and servicers, was sent to Chapter 11 with 50 subsidiaries amid "continuing industry challenges, rising litigation costs and claims, and regulatory uncertainty," according to a company statement. ResCap disclosed $15.68 billion in assets and $15.28 billion in liabilities at March 31, 2012. Centerview Partners LLC and FTI Consulting are acting as financial advisers to ResCap. Morrison & Foerster LLP is acting as legal adviser to ResCap. Curtis, Mallet-Prevost, Colt & Mosle LLP is the conflicts counsel. Rubenstein Associates, Inc., is the public relations consultants to the Company in the Chapter 11 case. Morrison Cohen LLP is advising ResCap's independent directors. Kurtzman Carson Consultants LLP is the claims and notice agent. Ray C. Schrock, Esq., at Kirkland & Ellis LLP, in New York, serves as counsel to Ally Financial. ResCap sold most of the businesses for a combined $4.5 billion. The Bankruptcy Court in November 2012 approved ResCap's sale of its mortgage servicing and origination platform assets to Ocwen Loan Servicing, LLC and Walter Investment Management Corporation for $3 billion; and its portfolio of roughly 50,000 whole loans to Berkshire Hathaway for $1.5 billion. Bankruptcy Creditors' Service, Inc., publishes RESIDENTIAL CAPITAL BANKRUPTCY NEWS. The newsletter tracks the Chapter 11 proceeding undertaken by affiliates of Residential Capital LLC and its affiliates (http://bankrupt.com/newsstand/or 215/945-7000). REVSTONE INDUSTRIES: Lender Seeks to Put Subsidiaries in Chapter 7 ------------------------------------------------------------------ Stephanie Gleason writing for Dow Jones' DBR Small Cap reports that after more than seven months under Chapter 11 protection, the cases of two non-operating Revstone Industries LLC subsidiaries are draining resources from the bankruptcy estates and should be converted to Chapter 7 liquidations, a Revstone lender argued in court documents. About Revstone Industries Lexington, Kentucky-based Revstone Industries LLC, a maker of truck parts, filed for Chapter 11 bankruptcy (Bankr. D. Del. Case No. 12-13262) on Dec. 3, 2012. Judge Brendan Linehan Shannon oversees the case. In its petition, Revstone estimated under $50 million in assets and debts. Affiliate Spara LLC filed its Chapter 11 petition (Bankr. D. Del. Case No. 12-13263) on Dec. 3, 2012. Lexington-based Greenwood Forgings, LLC (Bankr. D. Del. Case No. 13-10027) and US Tool & Engineering LLC (Bankr. D. Del. Case No. 13-10028) filed separate Chapter 11 petitions on Jan. 7, 2013. Judge Shannon also oversees the cases. A motion for joint administration of the cases has been filed. Duane David Werb, Esq., at Werb & Sullivan, serves as bankruptcy counsel to Greenwood and US Tool. Greenwood estimated $1 million to $10 million in assets and $10 million to $50 million in debts. US Tool & Engineering estimated under $1 million in assets and $1 million to $10 million in debts. The petitions were signed by George S. Homeister, chairman. RG STEEL: Wins Court Approval to Employ APS International as Agent ------------------------------------------------------------------ RG Steel Sparrows Point LLC received the green light from U.S. Bankruptcy Judge Kevin Carey to hire APS International. RG Steel tapped the firm to serve as its agent in connection with a lawsuit it lodged against Imperial Trading Corp. APS' primary task as agent is to serve a complaint and summons on the defendant. The lawsuit is RG Steel Sparrows Point, LLC v. Imperial Trading Corp., 13-51097, U.S. Bankruptcy Court, District of Delaware. 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: Wins Approval to Sell Asset to Moose One for $837,700 --------------------------------------------------------------- U.S. Bankruptcy Judge Kevin Carey gave RG Steel Wheeling LLC the go-signal to sell a real property in Mesa County, Colorado, to Moose One LLC for $837,700. Judge Carey granted Moose One the benefits and protections afforded by Section 363(m) of the Bankruptcy Code. 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: Group Appeals Ruling Allowing Caruso as RGSW Substitute ----------------------------------------------------------------- A group of creditors filed an appeal to review a bankruptcy judge's decision that authorized RG Steel Chief Financial Officer Richard Caruso to act on behalf of RG Steel Wheeling LLC under a trust agreement. The group led by Richard Carter seeks to have the case heard by the U.S. District Court for the District of Delaware. As reported on July 5 by the Troubled Company Reporter, U.S. Bankruptcy Judge Kevin Carey authorized Mr. Caruso to act on behalf of the steel maker in order to direct PNC Bank N.A. to return the funds held in trust by the bank. 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. The appellants are represented by: Scott D. Cousins COUSINS CHIPMAN & BROWN, LLP 1007 North Orange Street, Suite 1110 Wilmington, Delaware 1980 1 Telephone: (302) 295-0191 Facsimile: (302) 295-0199 E-mail: cousins~ccbllp.com - and - Arch W. Riley, Jr. SPILMAN THOMAS & BATTLE, PLLC 1233 Main Street, Suite 4000 Post Office Box 831 Wheeling, West Virginia 26003-8731 Telephone: (304) 230-6955 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. RITE AID: $739.6 Million of 2017 Notes Validly Tendered ------------------------------------------------------- Rite Aid Corporation's previously announced cash tender offer for any and all of its outstanding 9.5 percent senior notes due 2017 expired at midnight, Eastern Time, on July 16, 2013. As of the Expiration Date, approximately $739.6 million aggregate principal amount of the 2017 Notes had been validly tendered and not validly withdrawn, representing approximately 91.31 percent of the outstanding 2017 Notes. All of those 2017 Notes had been validly tendered on or prior to the consent payment deadline, which was 5:00 p.m., Eastern Time, on July 1, 2013, and were accepted for purchase on July 2, 2013. The remaining $70.4 million aggregate principal amount of the 2017 Notes were called for redemption on Aug. 1, 2013, and were satisfied and discharged by the Company on July 17, 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. As of June 1, 2013, the Company had $6.94 billion in total assets, $9.30 billion in total liabilities and a $2.35 billion total stockholders' deficit. * * * As reported by the TCR on March 1, 2013, Moody's Investors Service upgraded Rite Aid Corporation's Corporate Family Rating to B3 from Caa1 and Probability of Default Rating to B3-PD from Caa1-PD. At the same time, the Speculative Grade Liquidity rating was revised to SGL-2 from SGL-3. This rating action concludes the review for upgrade initiated on Feb. 4, 2013. Rite Aid carries a 'B-' corporate credit rating from Standard & Poor's Ratings Services. RITE AID: Jean Coutu Ceased to Own Shares as of July 17 ------------------------------------------------------- In an amended Schedule 13D filing with the U.S. Securities and Exchange Commission, The Jean Coutu Group (PJC) Inc., Jean Coutu, and 3958230 Canada Inc. disclosed that July 17, 2013, they ceased own shares of common stock of Rite Aid Corporation. PJC, on July 17, 2013, transmitted a Form 144 with the SEC disclosing its intent to sell up to 65,401,162 shares of common stock of Rite Aid in open market transactions. On July 17, 2013, PJC sold 3,950,000 shares of common stock and, on July 18, 2013, 2013, PJC sold 61,451,162 shares of common stock in brokered transactions pursuant to Rule 144. PJC determined to dispose of its shares of common stock of the Company based on market conditions at the time of the Sale. On June 4, 2007, Rite Aid completed its acquisition of the Brooks and Eckerd drugstore chains from PJC. Pursuant to the terms of the acquisition, Rite Aid paid approximately $2.36 billion in cash, and issued 250,000,000 shares of common stock of the Company to PJC. The shares of common stock have been held by PJC for investment purposes since the completion of the acquisition. As a result of the Sale, PJC's beneficial ownership of common stock of the Issuer fell below this threshold. As agreed with the Company, on July 18, 2013, Francois J. Coutu resigned from the Board of Directors of the Company effective Oct. 30, 2013. A copy of the amended regulatory filing is available at: http://is.gd/n2MISA About Rite Aid Corp. Drugstore chain Rite Aid Corporation (NYSE: RAD) -- http://www.riteaid.com/-- based in Camp Hill, Pennsylvania, is one of the nation's leading drugstore chains with 4,626 stores in 31 states and the District of Columbia. Rite Aid disclosed net income of $118.10 million on $25.39 billion of revenue for the year ended March 2, 2013, as compared with a net loss of $368.57 million on $26.12 billion of revenue for the year ended March 2, 2012. As of June 1, 2013, the Company had $6.94 billion in total assets, $9.30 billion in total liabilities and a $2.35 billion total stockholders' deficit. * * * 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. RIVERSIDE MEDICAL: Case Summary & 20 Largest Unsecured Creditors ---------------------------------------------------------------- Debtor: Riverside Medical, Inc. 1010 Wayne Rd., Ste. 301 Savannah, TN 38372 Bankruptcy Case No.: 13-11802 Chapter 11 Petition Date: July 15, 2013 Court: United States Bankruptcy Court Western District of Tennessee (Jackson) Judge: Jimmy L. Croom Debtor's Counsel: Michael T. Tabor, Esq. 203 S. Shannon P.O. Box 2877 Jackson, TN 38302-2877 Tel: (731) 424-3074 E-mail: marissav@bellsouth.net Scheduled Assets: $1,377,638 Scheduled Liabilities: $1,586,767 A list of the Company's 20 largest unsecured creditors, filed together with the petition, is available for free at http://bankrupt.com/misc/tnwb13-11802.pdf The petition was signed by James Dave Boroughs, director and president. ROSETTA GENOMICS: Amends Co-Marketing Agreement with Precision -------------------------------------------------------------- Rosetta Genomics Ltd. and its wholly owned subsidiary Rosetta Genomics Inc. and Precision Therapeutics, Inc., have amended the Revised Co-Marketing Agreement entered into on Oct. 11, 2012, with an effective date of Sept. 1, 2012. Pursuant to the Agreement, Rosetta has granted Precision Therapeutics the co-exclusive right, along with Rosetta, to market Rosetta's Cancer Origin Testtm (formerly miRview(R) mets2) in the United States. Precision Therapeutics must use commercially reasonable efforts to market and promote the sale of the Cancer Origin Testtm in the United States. Rosetta will record all revenues for Cancer Origin Testtm sold and is responsible for sample collection, processing and billing. The Agreement, as amended, has an initial term of one year from the Effective Date and will be automatically renewed for an additional six-month period. The Agreement may be terminated by either party: (i) upon the material breach of or default by the other party, which breach or default is not cured within 30 days of notice from the non-breaching party; (ii) if the other party admits to being or is declared insolvent, or voluntary or involuntary proceedings are instituted by or against it in bankruptcy, or receivership, or for a winding-up or for the dissolution or re- organization of its assets, which proceedings are not dismissed within 30 days thereafter; and (iii) based on medical safety, regulatory reasons, injunction (whether temporary or not), or if Rosetta no longer has the right to use any patent incorporated in the test. In addition, Rosetta may terminate the Agreement (i) for any reason during the Additional Period upon 30 days prior written notice and (ii) upon 14 days prior written notice if Medicare issues a decision not to cover the Cancer Origin Testtm or if Medicare ceases to reimburse Rosetta for the test. About Rosetta Based in Rehovot, Israel, Rosetta Genomics Ltd. is seeking to develop and commercialize new diagnostic tests based on a recently discovered group of genes known as microRNAs. MicroRNAs are naturally expressed, or produced, using instructions encoded in DNA and are believed to play an important role in normal function and in various pathologies. The Company has established a CLIA- certified laboratory in Philadelphia, which enables the Company to develop, validate and commercialize its own diagnostic tests applying its microRNA technology. Rosetta Genomics disclosed a net loss of US$10.45 million on US$201,000 of revenue for the year ended Dec. 31, 2012, as compared with a net loss of US$8.83 million on US$103,000 of revenue during the prior year. The Company's balance sheet at Dec. 31, 2012, showed US$32.53 million in total assets, US$1.63 million in total liabilities and US$30.90 million in total shareholders' equity. Bankruptcy Warning In its annual report for the year ended Dec. 31, 2012, the Company said: "We will require substantial additional funding and expect to augment our cash balance through financing transactions, including the issuance of debt or equity securities and further strategic collaborations. On December 7, 2012, we filed a shelf registration statement on Form F-3 with the SEC for the issuance of ordinary shares, various series of debt securities and/or warrants to purchase any of such securities, either individually or in units, with a total value of up to $75 million, from time to time at prices and on terms to be determined at the time of such offerings. The filing was declared effective on December 19, 2012. However there can be no assurance that we will be able to obtain adequate levels of additional funding on favorable terms, if at all. If adequate funds are not available, we may be required to: * delay, reduce the scope of or eliminate certain research and development programs; * obtain funds through arrangements with collaborators or others on terms unfavorable to us or that may require us to relinquish rights to certain technologies or products that we might otherwise seek to develop or commercialize independently; * monetizing certain of our assets; * pursue merger or acquisition strategies; or * seek protection under the bankruptcy laws of Israel and the United States." ROTHSTEIN ROSENFELDT: Plan Confirmed for Ponzi Schemer's Firm ------------------------------------------------------------- Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that creditors of the law firm run by admitted Ponzi schemer Scott Rothstein will soon be receiving recoveries on their claims following the bankruptcy judge's signature July 17 on a confirmation order approving the firm's liquidating Chapter 11 plan. According to the report, in April the trustee for the firm Rothstein Rosenfeldt Adler PA was dealt a defeat when the bankruptcy judge in Fort Lauderdale, Florida, refused to approve a disclosure statement explaining a prior version of the plan. Trustee Herbert Stettin modified the plan, winning support from the official creditors' committee and the judge the second time around. The report notes that the changes forestalled a movement by dissident creditors for conversion of the Chapter 11 case to liquidation in Chapter 7. The revised plan, filed in May, is centered around a $72.4 million settlement payment from TD Bank NA. In response to creditor objections, the payment is made in sooner and third party releases were cut back. The committee selects the liquidating trustee, who is predicted in disclosure materials to pay unsecured creditors in full eventually. About Rothstein Rosenfeldt Scott Rothstein, co-founder of law firm Rothstein Rosenfeldt Adler PA -- http://www.rra-law.com/-- was suspected of running a $1.2 billion Ponzi scheme. U.S. authorities claimed in a civil forfeiture lawsuit filed Nov. 9, 2009, that Mr. Rothstein, the firm's former chief executive officer, sold investments in non- existent legal settlements. Mr. Rothstein pleaded guilty to five counts of conspiracy and wire fraud on Jan. 27, 2010. Creditors of Rothstein Rosenfeldt Adler signed a petition sending the Florida law firm to bankruptcy (Bankr. S.D. Fla. Case No. 09-34791). The petitioners include Bonnie Barnett, who says she lost $500,000 in legal settlement investments; Aran Development, Inc., which said it lost $345,000 in investments; and trade creditor Universal Legal, identified as a recruitment firm, which said it is owed $7,800. The creditors alleged being owed money invested in lawsuit settlements. Herbert M. Stettin, the state-court appointed receiver for Rothstein Rosenfeldt, was officially carried over as the Chapter 11 trustee in the involuntary bankruptcy case. On June 10, 2010, Mr. Rothstein was sentenced to 50 years in prison. The official committee of unsecured creditors appointed in the case is represented by Michael Goldberg, Esq., at Akerman Senterfitt. RTS OIL: Incurs $1-Mil. Net Loss in Fiscal 2013 ----------------------------------------------- RTS Oil Holdings, Inc., formerly Geo Point Technologies, Inc., filed on June 16, 2013, its annual report on Form 10-K for the year ended March 31, 2013. Mantyla McReynolds LLC, in Salt Lake City, Utah, raised substantial doubt about RTS Oil's ability to continue as a going concern. The independent auditors noted that the Company has incurred significant losses and negative cash flows from operating activities since inception, has negative working capital and an accumulated deficit, is in default on certain debt, and is dependent on additional debt or equity financing in order to continue its operations. The Company reported a net loss of $1.03 million on $160,703 of revenues for the year ended March 31, 2013, compared with a net loss of $2.34 million on $246,239 of revenues for the year ended March 31, 2013. The Company's balance sheet at March 31, 2013, showed $4.17 million in total assets, $3.93 million in total current liabilities, and stockholders' equity of $243,036. A copy of the Form 10-K is available at http://is.gd/1iWAbZ Salt Lake City-based RTS Oil Holdings, Inc. (formerly Geo Point Technologies, Inc.) owns and operates an oil refinery in Karatau, Kazakhstan, that refines crude oil into diesel fuel, gasoline, and mazut, a heating oil. SAN JOSE FINANCING: Fitch Affirms 'BB' Revenue Bonds Ratings ------------------------------------------------------------ Fitch Ratings has affirmed the 'BB' rating on the following San Jose Financing Authority parking revenue bonds. -- $33.4 million parking revenue bonds. The Rating Outlook is Stable. Security The bonds are special limited obligations of the authority, secured by a pledge of surplus tax increment revenues (tax revenue) from the redevelopment agency (subordinate to senior and subordinate tax allocation bonds) and gross parking revenue from the city's parking enterprise fund. Key Rating Drivers REDUCED PLEDGED REVENUES: The 'BB' rating reflects the performance of the parking fund and the city's legal commitment to replenish the operating reserve. Surplus tax revenue is not expected to be available to support debt service payments in fiscal 2014 or in the near future even with significant project area assessed valuation (AV) growth in fiscal 2014. PARKING FUND FINANCIAL PROFILE: The parking fund's financial profile is weak as persistent operating deficits and loans to the redevelopment agency have eroded historically strong reserves. Current reserve levels are adequate for the rating but likely to continue declining. OPERATING RESERVE: The city's pledge to maintain a parking system operating reserve equal to 25% of expected expenditures becomes increasingly important as the likelihood of a call on that reserve increases. The city (implied ULTGO rating of 'AA+') has not needed to contribute to the reserve to date, but Fitch views the city's capacity and willingness to meet its obligations as key to supporting the current rating. COMPETITIVE PARKING SYSTEM: The parking system benefits from its strong competitive position, including its monopoly over essential on-street parking spaces, the diversity of its parking locations and parking options, and moderate degree of revenue raising flexibility. ECONOMIC CONDITIONS DRIVE DEMAND: The parking system is exposed to broader economic trends which include a recovering but still below pre-recession level of economic activity resulting in a still elevated office vacancy rate and reduced demand for parking. RATING SENSITIVITIES SURPLUS TAX REVENUES: An increase in surplus tax revenues sufficient to support debt service, while not anticipated in the near term, would be a credit positive and may result in upward rating action. CREDIT PROFILE NO SURPLUS TAX REVENUE AVAILABLE IN FISCAL 2014 Surplus tax revenues are not expected to be available to pay debt service in fiscal 2014, continuing a multi-year trend of relying on parking system revenues and reserves to make full and timely payments. The 'BB' rating reflects Fitch's view that surplus tax revenues are unlikely to be available in the near future. However, prospects for the availability of surplus tax revenue have improved due to a significant 11.39% increase in project area assessed value for fiscal 2014 and a recent court decision that would increase the incremental tax revenue available to the agency. The ruling will take effect on Aug. 20, 2013, unless appealed. Fitch's analysis does not assume receipt of additional funds given the uncertainty regarding a potential appeal of the court's decision. Fitch would view the restoration of the agency's capacity to make debt service payments from surplus tax revenues positively. PARKING FUND'S WEAK FINANCIAL PROFILE The parking fund's financial performance improved in fiscal 2012, as expected, as the agency was able to use one-time funds to make a portion of the debt service payment. However, the parking fund resumed full debt service payments in fiscal 2013 and is expected to do so again in fiscal 2014 leading to projected deficits for both years. The parking fund is expected to record a deficit of nearly $1.2 million (budgetary basis) for fiscal 2013, based upon unaudited results. Fitch expects the budgetary deficit for fiscal 2014 to increase to approximately $2.2 million. The city has implemented both parking rate increases and expenditure reductions to improve the fund's financial performance. These changes have improved the fund's financial performance, but operating revenue may not be sufficient to cover debt service and operating and maintenance (O&M) costs on a permanent basis. The parking fund's historically strong reserves have been greatly reduced through operating deficits and loans to the agency for the purpose of making debt service payments on the bonds. The loans, totaling $13.5 million, were written off in fiscal 2012, as expected, as they were not deemed enforceable obligations of the agency. At the end of fiscal 2012, the parking fund retained approximately $12.9 million in unrestricted cash reserves. Fitch views the cash balance as adequate for the rating but unlikely to support the fund's indefinite payment of debt service on a stand- alone basis given historical operating performance. IMPORTANCE OF CITY COMMITMENT The city has legally pledged to maintain an operation and maintenance reserve fund within the parking fund equal to 25% of O&M expenses. Fitch views the city's commitment as a key rating driver given the weakening performance of pledged revenues. The 'BB' rating incorporates the likelihood that parking revenues will be insufficient in the near-to-medium term, triggering a call on the operating reserve and replenishment by the city pursuant to the City Parking Pledge Agreement. PARKING SYSTEM'S GOOD FUNDAMENTALS The city's parking system includes eight garages, nine parking lots, and on-street metered spaces. The city estimates that the city's system accounts for about 36% of the total publicly available parking supply in the downtown area. Parking demand is generated through a diverse set of activities, including daily work commuters, special event attendees, and short-term parking. Increased economic activity in the downtown area has increased parking demand with daytime occupancy rates rising modestly to 51% in fiscal 2013, up 1% from the previous year. However, city officials noted that stronger demand was recorded later in the year and trends are expected to continue in a positive direction, supported by declining commercial vacancy rates and generally increased activity. San Jose is sizeable, covering over 178 square miles at the southern end of the San Francisco Bay. The city is the largest in the Bay Area with an estimated population of nearly 1 million, and the third largest in the state. Its economy, like that of the region, continues to be tied to the high technology sector. The city benefits from its proximity to several universities, an abundance of venture capital companies, and a highly educated, affluent workforce. SCH CORP: Dist. Court Says CFI's Appeal on Case Dismissal Is Moot ----------------------------------------------------------------- In a July 8, 2013 Memorandum Order available at http://is.gd/6jJ1HHfrom Leagle.com, District Judge Sue L. Robinson granted Carl Singley's motion to dismiss the appeal filed by CFI Class Action Claimants. CFI's appeal challenged a bankruptcy court's oral ruling denying CFI's motion to dismiss the bankruptcy cases of SCH Corp., et al. CFI's appeal is equitably moot, the judge held. Mr. Singley is the disbursing agent, litigation designee and responsible officer for Liquidating Debtors SCH Corp., American Corrective Counselling SErvices, Inc. and ACCS Corp. The Debtors filed for bankruptcy on Jan. 19, 2009 (Bankr. D. Del. Case No. 09-10198). The Debtors obtained confirmation of an amended Chapter 11 plan on Nov. 2, 2009, which plan was declared effective on Dec. 21, 2009. Before filing for bankruptcy, class action litigations against the debtors occurred in various states, alleging violations of the Fair Debt Collection Practices Act and similar state statutes. Plaintiffs in California, Florida and Indiana were given the acronym "CFI Claimants". The appeals case is CFI CLASS ACTION CLAIMANTS, Appellants, v. CARL SINGLEY, Appellee, Civ. No. 12-1577-SLR. CFI Class Action Claimants are represented by Christopher D. Loizides, Esq., of Loizides & Associates. Carl Singley is represented by Anthony Michael Saccullo, Esq., and Thomas Henry Kovach, Esq., of A M Saccullo Legal, LLC; as well as Daniel Kevin Astin, Esq. -- dastin@ciardilaw.com , John Daniel McLaughlin, Jr., Esq. -- cmclaughlin@ciardilaw.com , and Joseph J. McMahon, Jr. -- jmcmahon@ciardilaw.com -- of Ciardi Ciardi & Astin. SCHOOL SPACE: Case Summary & 20 Largest Unsecured Creditors ----------------------------------------------------------- Debtor: School Space Solutions LLC 19069 Van Buren Boulevard, Ste 114-441 Riverside, CA 92508 Bankruptcy Case No.: 13-22184 Chapter 11 Petition Date: July 17, 2013 Court: United States Bankruptcy Court Central District of California (Riverside) Judge: Scott C. Clarkson Debtor's Counsel: Daniel A. Higson, Esq. HIGSON CHENEY MANSFIELD, PC 1835 Knoll Dr Ventura, CA 93003 Tel: (805) 642-6405 Fax: (805) 642-4648 E-mail: deanna@hcmlawfirm.com Scheduled Assets: $393,012 Scheduled Liabilities: $1,084,106 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/cacb13-22184.pdf The petition was signed by Darin W. Shoemaker, managing member. SEAN DUNNE: Denied Stay by U.S. Court; Irish Bankruptcy Can Begin ----------------------------------------------------------------- Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that Sean Dunne, an Irish real estate developer, failed to persuade the bankruptcy judge in Connecticut in the U.S. to bar Ulster Bank Ireland Ltd. from initiating a parallel bankruptcy in Ireland. Saying he has resided in the U.S. with his wife and children for more than three years, Mr. Dunne filed a Chapter 7 bankruptcy petition in Connecticut in March. According to the report, the bankruptcy judge ruled in June that the bank could initiate a parallel bankruptcy against Dunne in Ireland. Mr. Dunne appealed. While the appeal is pending, Dunne wanted the bankruptcy court to grant a stay pending appeal, so the bank would be precluded from beginning the Irish bankruptcy until the appeal is decided. The report notes that in a 14-page opinion on July 18, U.S. Bankruptcy Judge Alan H.W. Shiff in Bridgeport, Connecticut, denied the stay. He said that Dunn "will not be irreparably injured absent a stay." Judge Shiff is allowing the bank only to conduct initial proceedings in Ireland, first to determine whether Mr. Dunne should be bankrupt and then to select a trustee. Judge Shiff isn't permitting further proceedings at this time. The report relates that Mr. Dunne has the right to request a stay from a federal district judge now that he was denied a stay by Judge Shiff. Mr. Dunne's Chapter 7 trustee, Richard M. Coan, agreed with the idea of having a parallel bankruptcy in Ireland. He said Dunne's "Irish connections are paramount." The U.S. court authorized Coan to "minimize costs" on matters "more properly resolved" in the Irish bankruptcy. Ulster Bank began involuntary bankruptcy proceedings in Ireland six week before Mr. Dunne filed for Chapter 7 bankruptcy in the U.S. The U.S. proceedings automatically stopped the bank from serving papers on Mr. Dunne commencing the Irish bankruptcy in earnest. About Sean Dunne Irish real estate developer Sean Dunne filed a liquidating Chapter 7 bankruptcy petition (Bankr. D. Conn. Case No. 13-50484) on March 30, 2013, in Bridgeport, Connecticut. Mr. Dunne says he now lives and works in Connecticut. Mr. Dunne said he filed for bankruptcy in the U.S. because Ulster Bank was applying to an Irish court for permission to commence bankruptcy proceedings there. The formal lists of property and debt Dunne filed in May in the U.S. court shows assets with a total claimed value of $55.2 million and liabilities totaling $942.2 million. The assets include $40.8 million of real estate, all in Ireland. Among the $280.2 million in secured creditors and $612.2 million in unsecured creditors, almost all are in Ireland. SHAMROCK-HOSTMARK: Hearing on Plan Outline Continued to Aug. 27 --------------------------------------------------------------- The hearing to consider the approval of the disclosure statement describing Shamrock-Hostmark Princeton Hotel, LLC's Chapter 11 Plan has been continued to Aug. 27, 2013, at 10:00 a.m. As reported in the Troubled Company Reporter on May 1, 2013, according to the Disclosure Statement, the Debtors intend to emerge from bankruptcy by restructuring their debts and ownership through an equity commitment from the venture. The Debtors' interests and properties will vest 100 percent in the Venture, which will be comprised of equity investor HCK2 Capital Ventures, LLC and Shamrock-Hostmark Hotel Fund, L.P. and which will repay lender's secured claims over seven years pursuant to modified loan terms. Payments to creditors will be funded from the equity contribution. A copy of the Disclosure Statement is available for free at http://bankrupt.com/misc/SHAMROCK-HOSTMARK_ds.pdf About Shamrock-Hostmark Schaumburg, Ill.-based Shamrock-Hostmark Princeton Hotel, LLC, filed for Chapter 11 protection (Bank. N.D. Ill. Case No. 12-25860) on June 27, 2012. William Gingrich signed the petition as vice president-CFO, of Hostmark Hospitality Group. Shamrock- Hostmark Princeton Hotel disclosed $522,413 in assets and $15,457,812 in liabilities as of the Chapter 11 filing. Judge Jacqueline P. Cox presides over the case. Shamrock-Hostmark Andover and four affiliates are units of investment fund Shamrock-Hostmark Hotel Fund that own hotels. Shamrock-Hostmark Princeton owns the DoubleTree by Hilton Hotel Princeton located in Princeton, New Jersey. Shamrock-Hostmark Texas owns Crowne Plaza Hotel in San Antonio, TX. Shamrock- Hostmark Palm owns Embassy Suites Palm Desert in Palm Desert, CA. Shamrock-Hostmark Andover owns the Wyndham Boston Andover in Andover, MA. Shamrock-Hostmark Tampa owns the DoubleTree by Hilton Hotel Tampa Airport - Westshore in Tampa, FL. Brian A. Audette, Esq., David J. Gold, Esq., David M. Neff, Esq., and Eric E. Walker, Esq., at Perkins Coie LLP, in Chicago, Illinois, represent the Debtor as counsel. SHILO INN: Court to Hold Final Hearing on Cash Use on July 30 ------------------------------------------------------------- On July 30, 2013, the U.S. Bankruptcy Court for the Central District of California will hold a hearing to consider the entry of an order authorizing Shilo Inn, Twin Falls, LLC, et al., to use cash collateral of California Bank and Trust on a final basis, in accordance with the Debtors' operating budgets. CBT is the primary, senior secured lender in each of the Debtors' seven cases, and in each instance, CBT has a secured lien on the seven Hotels and an interest in their cash collateral. The Debtors will use cash collateral to pay the expenses of maintaining and operating the Hotels, as set forth in the Budgets. Any opposition or response to the Motion must be filed no later than fourteen (14) days before the hearing on the Motion. The Debtors submitted operating budgets covering the period from Aug. 1, 2013, to Dec. 31, 2013. About Shilo Inn, Twin Falls Shilo Inn, Twin Falls, LLC, and six affiliates filed a Chapter 11 petition (Bankr. C.D. Cal. Case No. 13-21601) on May 1, 2013. Judge Vincent P. Zurzolo presides over the case. Shilo Inn, Twin Falls estimated assets of at least $10 million and debts of at least $1 million. Shilo Inn, Twin Falls; Shilo Inn, Nampa Blvd, LLC; Shilo Inn, Newberg, LLC; Shilo Inn, Seaside East, LLC, Shilo Inn, Moses Lake, Inc.; and Shilo Inn, Rose Garden, LLC each operates and owns a hotel. California Bank and Trust is the primary, senior secured lender for each of the Debtors. The Debtors sought Chapter 11 protection after CBT on May 1, 2013, filed for receiverships in district court. John-Patrick M, Fritz, Esq., and David B. Golubchik, Esq., at Levene Neale Bender Rankin, et al., in Los Angeles, represent Shilo Inn, Twin Falls, LLC, as counsel. SHILO INN: Files Schedules of Assets and Liabilities ---------------------------------------------------- Shilo Inn, Twin Falls, LLC, has filed with the U.S. Bankruptcy Court for Central District of California its schedules of assets and liabilities, disclosing: Name of Schedule Assets Liabilities ---------------- ----------- ----------- A. Real Property $10,500,000 B. Personal Property $369,582 C. Property Claimed as Exempt D. Creditors Holding Secured Claims $10,621,439 E. Creditors Holding Unsecured Priority Claims $9,956 F. Creditors Holding Unsecured Non-priority Claims $54,215 ----------- ----------- TOTAL $10,869,582 $10,685,611 A copy of the schedules is available for free at http://bankrupt.com/misc/SHILO_INN_sal.pdf About Shilo Inn, Twin Falls Shilo Inn, Twin Falls, LLC, and six affiliates filed a Chapter 11 petition (Bankr. C.D. Cal. Case No. 13-21601) on May 1, 2013. Judge Richard M. Neiter presides over the case. Shilo Inn, Twin Falls estimated assets of at least $10 million and debts of at least $1 million. Shilo Inn, Twin Falls; Shilo Inn, Nampa Blvd, LLC; Shilo Inn, Newberg, LLC; Shilo Inn, Seaside East, LLC, Shilo Inn, Moses Lake, Inc.; and Shilo Inn, Rose Garden, LLC each operates and owns a hotel. California Bank and Trust is the primary, senior secured lender for each of the Debtors. The Debtors sought Chapter 11 protection after CBT on May 1, 2013, filed for receiverships in district court. David B. Golubchick, Esq., at Levene, Neale, Bender, Yoo & Brill LLP, represents the Debtor in its restructuring effort. SHUANEY IRREVOCABLE: Hires Wilson Harrell as Attorney ----------------------------------------------------- Shuaney Irrevocable Trust asks the U.S. Bankruptcy Court for permission to employ J. Steven Ford, Esq. of the law firm Wilson, Harrell, Farrington, Ford, Wildon, Spain, & Parson, PA as attorney under a general retainer. According to papers filed by the Debtor in court, J. Steven Ford has disclosed to the Debtor that he or other members of his firm have previously represented two of the Debtor's creditors in unrelated matters which the Debtors believes will not adversely affect Mr. Ford's representation of the Debtor. Mr. Ford has also represented Paradise Liquors of the Emerald Coast, LLC, in a Chapter 11 case filed Feb. 17, 2012 and dismissed March 6, 2012. The Shuaney Irrevocable Trust owns a 15% interest in Paradise Liquors of the Emerald Coast, LLC. About Shuaney Irrevocable Trust Shuaney Irrevocable Trust, in Fort Walton Beach, Florida, filed for Chapter 11 bankruptcy (Bankr. N.D. Fla. Case No. 11-31887) on Dec. 1, 2011. The Debtor scheduled $20,996,723 in assets and $19,625,890 in debts. The Law Office of Mark Freund serves as counsel to the Debtor. Judge William S. Shulman presides over the case. The U.S. Trustee for Region 21 was unable to appoint an Official Committee of Unsecured Creditors of Shuaney Irrevocable Trust. SKRO FAMILY: Loan Agreement Extension Approved ---------------------------------------------- Judge Sidney B. Brooks of the U.S. Bankruptcy Court for the District of Colorado approved the extension of the loan agreement between JSGE, LLC, a Colorado limited liability company, the Estate of Jannie Richardson, and The SRKO Family Limited Partnership, as the borrower. About The SRKO Family LP The SRKO Family Limited Partnership, dba Colorado Crossing, is based in Colorado Springs, Colorado. SRKO Family is the owner of the financially troubled Colorado Crossing project. The Company was run by Colorado Springs developer Jannie Richardson. The Company filed for Chapter 11 bankruptcy protection (Bankr. D. Colo. Case No. 10-13186) on Feb. 19, 2010. The Debtor disclosed $34,421,448 in assets and $80,619,854 in liabilities as of the Petition Date. Lee M. Kutner at Kutner Miller Brinen, P.C. represents the Debtor. On March 11, 2011, the Bankruptcy Court entered an order approving a stipulation pursuant to which the Chapter 11 trustee in the affiliated Richardson Chapter 11 case (Case No. 10-16450) was named as the manager of the Debtor's general partner. Craig A. Christensen, Esq., at Lindquist & Vennum LLP, represents C. Randel Lewis, the Chapter 11 trustee of the Jannie Richardson bankruptcy estate. SONA MOBILE: Contract Breach Suit v. eBet Goes to SDNY Court ------------------------------------------------------------ In the adversary complaint TIMOTHY S. CORY; WILLIAM A. LEONARD; and LENARD E. SCHWARTZER; Plaintiffs, v. eBET LIMITED; eBET SERVICES PTY, LTD.; and ANTHONY P. TOOHEY; Defendants, Adv. No. 11-01118-BTB (D. Nev.), Judge Philip M. Pro granted: (1) Defendant Anthony P. Toohey's Motion to Dismiss Amended Adversary Complaint; and (2) Defendants eBet Limited and eBet Services Pty, Ltd.'s Motion to Dismiss; to the extent that the Court will enforce the forum selection clause. Accordingly, Judge Pro directed the Clerk of Court to transfer the action to the U.S. District Court for the Southern District of New York. The Plaintiffs will have 30 days from the date the case is transferred to file a copy of the Amended Complaint with the New York District Court. The parties' dispute stems from a pre-bankruptcy agreement where the eBet Defendants agreed to provide consulting, maintenance, and financial services for the Sona Companies. The Master Services Agreement contains a forum selection clause stating that New York courts have exclusive jurisdiction over any dispute that "arises out or in connection with" the MSA. Plaintiffs allege that eBet CEO Anthony Toohey breached his duty of loyalty to the Sona Companies by acting on both sides of a transaction between the Sona Companies and the eBet Defendants in a self interested manner that harmed the Sona Companies' shareholders, eventually forcing the Sona Companies into bankruptcy. Plaintiffs also allege Mr. Toohey breached his duty of care to the Sona Companies in various ways. A copy of Judge Pro's July 5, 2013 Order is available at http://is.gd/7rxALufrom Leagle.com. eBET Defendants and Anthony P. Toohey are represented by Robert S. Larsen, Esq. -- rlarsen@gordonrees.com , Robert E Schumacher, Esq. -- rschumacher@gordonrees.com , and Stephanie J Smith, Esq. -- ssmith@gordonrees.com of Gordon & Rees LLP. Defendants Timothy S. Cory, William A. Leonard, and Lenard E. Schwartzer are represented by Duane H Gillman, Esq. -- dgillman@djplaw.com -- and Jessica G Peterson, Esq. -- jpeterson@djplaw.com -- of Durham Jones & Pinegar. About Sona Mobile Based in New York, Sona Mobile Holdings Corp. is a software and service provider specializing in value-added services to data- intensive vertical and horizontal market segments including the gaming industry. Debtors Sona Mobile Holdings Corp., Sona Innovations, Inc., and Sona Mobile, Inc. filed for voluntary bankruptcy in the U.S. Bankruptcy Court for the District of Nevada on March 30, 2009. Timothy S. Cory is the chapter 7 trustee of Sona Mobile Holdings Corp., William A. Leonard is the chapter 7 trustee of Sona Innovations, Inc., and Lenard E. Schwartzer is the chapter 7 trustee of Sona Mobile, Inc. SOUTH SHORE FISHERIES: Voluntary Chapter 11 Case Summary -------------------------------------------------------- Debtor: South Shore Fisheries, Ltd. 395 West Montauk Highway Lindenhurst, NY 11725 Bankruptcy Case No.: 13-73697 Chapter 11 Petition Date: July 15, 2013 Court: United States Bankruptcy Court Eastern District of New York (Central Islip) Judge: Alan S. Trust Debtor's Counsel: Michael J. Macco, Esq. MACCO & STERN LLP 135 Pinelawn Road, Suite 120 South Melville, NY 11747 Tel: (631) 549-7900 Fax: (631) 549-7845 E-mail: lsimms@maccosternlaw.com Estimated Assets: $0 to $50,000 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 Salvatore Gambino, Jr., president. SPECTRASCIENCE INC: Michael Oliver Named CFO -------------------------------------------- The Board of Directors of SpectraScience, Inc., appointed Michael P. Oliver, the Company's president and chief executive officer, as the Company's chief financial officer effective July 15, 2013. Mr. Oliver will continue under his prior compensation arrangement without change. Mr. Oliver, 64, joined the Company as President and Chief Executive Officer in November 2010, and was elected a director in February 2011. Before joining the Company and since 2007, Mr. Oliver was Executive Vice President for Worldwide Marketing and Business Development for Silicon Border Development, a privately- owned developer of industrial properties for high technology companies. From 2004 to 2007, Mr. Oliver was a Senior Vice President at Thomas Group, a consultancy that specialized in operational improvement. From 1998 to 2003, Mr. Oliver was engaged as in a business development role with PricewaterhouseCoopers working with medical device and technology companies. From 1990 to 1998, Mr. Oliver was a member of four separate management teams that took struggling medical device companies, increased their revenues and profitability and sold them to strategic buyers. In those companies he served in the capacity of head of sales and marketing and, in two cases, had major operational responsibilities as well. He began his career with American Hospital Supply Corporation serving in a variety of sales, marketing and general management positions. Mr. Oliver received his MSA from George Washington University and his BS from the United States Naval Academy. About SpectraScience San Diego, Cal.-based SpectraScience, Inc., focuses on developing its WavSTAT(R) Optical Biopsy System. The WavSTAT employs a non-significant risk technology that optically illuminates tissue in real-time to distinguish between normal and pre-cancerous or cancerous tissue. McGladrey LLP, in Des Moines, Iowa, expressed substantial doubt about SpectraScience, Inc.'s ability to continue as a going concern. The independent auditors noted that the Company has suffered recurring losses from operations and its ability to continue as a going concern is dependent on the Company's ability to attract investors and generate cash through issuance of equity instruments and convertible debt. The Company reported a net loss of $9.1 million on $461,296 of revenue in 2012, compared with a net loss of $4.8 million on $26,735 of revenue in 2011. The Company's balance sheet at March 31, 2013, showed $2.60 million in total assets, $6.47 million in total liabilities, all current, and a $3.86 million total shareholders' deficit. SPENDSMART PAYMENTS: 662,540 Original Warrants Tendered ------------------------------------------------------- The SpendSmart Payments Company consummated its offer to amend certain of its outstanding warrants to purchase an aggregate of 2,529,572 shares of the Company's common stock, including: (i) outstanding warrants to purchase an aggregate of 634,916 shares of the Company's common stock issued to investors participating in the Company's private placement financing completed on Dec. 13, 2012, and Nov. 30, 2012, of which 541,667 are exercisable at an exercise price of $7.50 per share and 93,249 are exercisable at an exercise price of $9.00 per share; (ii) outstanding warrants to purchase an aggregate of 1,016,518 shares of the Company's common stock issued to investors participating in the Company's private placement financings closed on July 19, 2012, June 20, 2012, May 24, 2012, and March 31, 2012, of which 833,333 are exercisable at an exercise price of $7.50 per share and 183,185 are exercisable at an exercise price of $9.00 per share; (iii) outstanding warrants to purchase an aggregate of 446,188 shares of the Company's common stock issued to investors participating in the Company's private placement financing completed on Oct. 21, 2011, and Nov. 21, 2011, of which 333,334 are exercisable at an exercise price of $7.50 per share and 112,854 are exercisable at an exercise price of $9.00 per share; and (iv) outstanding warrants to purchase an aggregate of 431,950 shares of the Company's common stock issued to investors participating in the Company's private placement financings closed on Nov. 16, 2010, of which 125,000 are exercisable at an exercise price of $6.00 per share and 306,950 are exercisable at an exercise price of $9.00 per share. The Offer to Amend and Exercise expired at 5:00 p.m. Eastern Time on July 15, 2013. Pursuant to the Offer to Amend and Exercise, an aggregate of 662,540 Original Warrants were tendered by their holders and were amended and exercised in connection therewith for an aggregate exercise price of approximately $1,490,715, including the following: 85,974 $9.00 December Warrants; 99,703 $9.00 Investor Warrants; 83,334 $7.50 Investor Warrants; 82,408 $9.00 2011 Warrants; 93,751 $7.50 2011 Warrants; 154,870 $9.00 2010 Warrants; and 62,500 $6.00 2010 Warrants. Following the amendment and exercise of the 662,540 Original Warrants, the Company had 9,906,421 shares of common stock issued and outstanding. About SpendSmart San Diego, Cal.-based The SpendSmart Payments Company is a Colorado corporation. Through the Company's subsidiary incorporated in the state of California, The SpendSmart Payments Company, the Company issues and services prepaid cards marketed to young people and their parents. The Company is a publicly traded company trading on the OTC Bulletin Board under the symbol "SSPC." The Company's balance sheet at March 31, 2013, showed $2.77 million in total assets, $1.82 million in total current liabilities, and stockholders' equity of $947,763. SPIRE CORP: Common Stock Delisted From NASDAQ --------------------------------------------- The NASDAQ Stock Market LLC notified the U.S. Securities and Exchange Commission regarding the removal of Spire Corp's common stock from the Exchange. As previously disclosed, on June 26, 2012, Spire Corp received a notice from Nasdaq advising the Company that for 30 consecutive trading days preceding the date of the notice, the bid price of the Company's common stock had closed below the $1.00 per share minimum required for continued listing on The Nasdaq Capital Market pursuant to Nasdaq Marketplace Rule 5550(a)(2). The Company was given 180 calendar days, or until Dec. 24, 2012, to regain compliance with the Minimum Bid Price Rule. On Dec. 26, 2012, the Company received a notice from Nasdaq indicating that the Nasdaq staff had determined that the Company was eligible for an additional 180 calendar day period, or until June 24, 2013, to demonstrate compliance with the Minimum Bid Price Rule. The Company was not able to regain compliance by June 24, 2013. The Company did not appeal the Staff's delisting determination. About Spire Corp Bedford, Massachusetts-based Spire Corporation currently develops, manufactures and markets customized turn-key solutions for the solar industry, including individual pieces of manufacturing equipment and full turn-key lines for cell and module production and testing. McGladrey LLP, in Boston, Massachusetts, expressed substantial doubt about Spire Corporation's ability to continue as a going concern. The independent auditors noted that during the year ended Dec. 31, 2012, the Company incurred a loss from continuing operations of $4.8 million and continuing operating cash flows used $6.9 million in cash. In addition, the independent auditors noted that the Company's credit agreements are due to expire on June 29, 2013. The Company reported a net loss of $1.9 million on total net sales and revenues of $22.1 million in 2012, compared with a net loss of $1.5 million on total net sales of $58.7 million in 2011. The Company's balance sheet at March 31, 2013, showed $15.06 million in total assets, $9.88 million in total liabilities and $5.18 million in total stockholders' equity. SPIRIT REALTY: Completes $7.4 Billion Merger with Cole Credit ------------------------------------------------------------- Spirit Realty Capital, Inc., and Cole Credit Property Trust II, Inc., completed their merger on July 17, 2013. The transaction was previously approved by both companies' stockholders at meetings held on June 12, 2013. The combined company is one of the largest publicly traded net- lease real estate investment trusts (REITs) in the United States, owning approximately 1,900 properties in 48 states. As a result of the merger, the company also has significantly enhanced scale and scope, a more diversified portfolio of high-quality real estate assets and enhanced access to capital. "The successful completion of this transformative merger establishes us as one of the leaders in the dynamic and attractive net-lease sector of the REIT market, which continues to be an area of increasing focus for institutional investors," said Thomas H. Nolan, Jr., chairman and chief executive officer of Spirit Realty Capital. "By combining with CCPT II, we have made significant progress on the strategic objectives we articulated at the time of our IPO less than one year ago. The new company's diversified portfolio and flexible balance sheet will enable us to capitalize on a range of future opportunities, including both organic direct portfolio acquisitions and strategic transactions. We remain focused on improving our portfolio diversity and scaling our business in order to continue to deliver a durable and growing dividend to shareholders." The combined entity retains the Spirit Realty Capital name and will list its common shares on the New York Stock Exchange (NYSE) under the existing ticker symbol "SRC" beginning July 18, 2013. Spirit Realty Capital stockholders received a fixed exchange ratio of 1.9048 shares of common stock of the combined company for each share of Spirit Realty Capital common stock owned. Based on Spirit Realty Capital's closing price of $18.55 per share on July 16, 2013, the inverse exchange ratio is valued at $9.74 per CCPT II share and reflects a positive cumulative total return for CCPT II stockholders. Marc Nemer, chief executive officer of Cole Real Estate Investments, Inc., parent company of CCPT II's sponsor and manager, said: "From the outset, we have been confident that this transaction is in the best interest of stockholders. The successful completion of this merger demonstrates our ability to deliver positive results. Our commitment to a disciplined investment philosophy of acquiring income-producing properties, net-leased long-term to creditworthy tenants, allowed CCPT II to meet its investment objectives, despite a very challenging time in the real estate cycle. Stockholders now have full liquidity with Spirit Realty Capital, a proven net-lease operator." The management team of Spirit Realty Capital will lead the combined company, along with a nine-member board of directors, seven of whom are existing board members of Spirit Realty Capital and two of whom were designated by CCPT II. The combined company will continue to employ Spirit Realty Capital's proven credit analysis and asset management skill set. Pro-Rated Dividends As previously announced, Spirit Realty Capital and CCPT II will independently pay a pro-rated cash dividend for the period from and including July 1, 2013 (the first date of the third quarter), through and including the day before the merger, July 16, 2013, to stockholders of record at each of the respective companies as of 5:00 p.m. New York time on July 16, 2013. The daily dividend of $0.0034 per share per day for Spirit Realty Capital stockholders was calculated based on a quarterly dividend rate of $0.3125 per share. The pro-rated cash dividend for the period in the third quarter leading to the merger equates to $0.0544 per share. The daily dividend rate for CCPT II stockholders is $0.001712523 per share and equates to $0.02740 per share for the same period. These pro-rated dividends for the Spirit Realty Capital stockholders and the CCPT II stockholders will each be paid on or about July 19, 2013. Transfer of Shares Spirit Realty Capital has chosen American Stock Transfer & Trust Company, LLC (AST) as the combined company's transfer agent. Pursuant to the terms of the merger agreement, current Spirit Realty Capital shareholders will receive a fixed exchange ratio of 1.9048 CCPT II shares for each share of Spirit Realty Capital common stock owned. It is expected that the stock price for the combined company, when it begins trading on July 18, 2013, will reflect a lower dollar amount resulting from the division of July 17, 2013's closing share price by the fixed exchange ratio of 1.9048. Although the share price will change, Spirit Realty Capital shareholders received nearly two shares of CCPT II for each share of Spirit Realty Capital. Previous holders of CCPT II received one share of the combined company for each share of CCPT II previously owned. Advisors Barclays served as financial advisor to Spirit Realty Capital and Latham & Watkins LLP served as legal advisor to Spirit Realty Capital. Morgan Stanley and UBS Investment Bank served as financial advisors to CCPT II, and Goodwin Procter LLP served as legal advisor to CCPT II. Gleacher & Company served as financial advisor to the Special Committee of CCPT II and Ropes & Gray served as legal advisor to the Special Committee of CCPT II. New Accounting Firm At a meeting held on July 17, 2013, the audit committee of the Board of Directors of the Company approved the dismissal of Deloitte & Touche LLP as independent registered public accounting firm of the Company. The reports of Deloitte on the Company's consolidated financial statements for the past two fiscal years did not contain an adverse opinion or a disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope, or accounting principles. On July 17, 2013, the audit committee of the Board of Directors approved the engagement of Ernst & Young LLP, as its independent registered public accounting firm to audit the Company's consolidated financial statements for the fiscal year ending Dec. 31, 2013. Prior to the Mergers, Old Spirit's historical consolidated financial statements were audited by EY. Officers and Directors Resign In connection with the Mergers and pursuant to the Merger Agreement, on July 17, 2013, as of the Effective Time, (i) each of Christopher H. Cole, Marcus R. Bromley and George N. Fugelsang resigned from the board of directors of the Company; (ii) Christopher H. Cole ceased to be the chairman, chief executive officer and president of the Company; (iii) D. Kirk McAllaster, Jr., ceased to be the executive vice president and chief financial officer of the Company; and (iv) Gavin B. Brandon ceased to be the vice president of accounting of the Company. $400 Million Credit Facility On July 17, 2013, the Surviving Partnership and its various affiliates, entered into a credit agreement with various lenders and with Deutsche Bank Securities Inc., as lead arranger and book running manager, and with Deutsche Bank AG New York Branch, as lead arranger and administrative agent. The Surviving Partnership's obligations under the Credit Agreement are guaranteed by the Company, OP Holdings, Spirit Master Funding IV, LLC, and Spirit Master Funding V, LLC. Pursuant to the Credit Agreement, consistent with the terms, conditions and provisions of a three-year revolving credit facility, the Surviving Partnership and its affiliates may obtain loans or extensions of credit in an aggregate amount not exceeding $400,000,000. The initial term expires on July 17, 2016, and may be extended for an additional 12 months subject to the satisfaction of specified requirements. The credit facility bears interest, at the Surviving Partnership's option, of either (i) the "Base Rate" plus 1.00 percent to 2.00 percent; or (ii) LIBOR plus 2.00 percent to 3.00 percent, depending on the Surviving Partnership's leverage ratio. The Surviving Partnership is also required to pay a fee on the unused portion of the credit facility at a rate of either 0.25 percent or 0.35 percent per annum, based on percentage thresholds for the average daily unused balance during a fiscal quarter. A copy of the Credit Agreement is available for free at: http://is.gd/XdSx3w CMBS On July 17, 2013, Spirit SPE Loan Portfolio 2013-2, LLC, of which the Surviving Partnership is the sole Member, entered into a Loan Agreement with German American Capital Corporation, pursuant to which GACC may make extensions of credit to Spirit SPE 2013-2 in an aggregate amount not to exceed $100,865,909. In connection with the GACC Loan Agreement, the Surviving Partnership has entered into a Guaranty of Recourse Obligations of Borrower, dated as of the date of the GACC Loan Agreement, in favor of GACC, pursuant to which the Surviving Partnership will provide a guaranty of Spirit SPE 2013-2's recourse obligations under the GACC Loan Agreement, as more fully described therein. On July 17, 2013, Spirit SPE Loan Portfolio 2013-3, LLC, of which the Surviving Partnership is the sole Member, entered into a Loan Agreement with Barclays Bank PLC, pursuant to which Barclays may make extensions of credit to Spirit SPE 2013-3 in an aggregate amount not to exceed $102,134,090. In connection with the Barclays Loan Agreement, the Surviving Partnership has entered into a Guaranty of Recourse Obligations of Borrower, dated as of the date of the Barclays Loan Agreement, in favor of Barclays, pursuant to which the Surviving Partnership will provide a guaranty of Spirit SPE 2013-3's recourse obligations under the Barclays Loan Agreement. In connection with the Mergers, the Company and Cole Operating Partnership II, LP, terminated the secured revolving credit facility, pursuant to that certain Amended and Restated Credit Agreement dated as of Dec. 17, 2010, by and among the Cole Operating Partnership II, LP, Bank of America, N.A., as administrative agent, swing line lender and L/C issuer, and the various financial institutions parties thereto, as guaranteed by the Company. Also in connection with the Mergers, the current agreements between the Company and each of Cole REIT Advisors II, LLC' and Cole Realty Advisors, Inc. (f/k/a Fund Realty Advisors, Inc.) were terminated upon the closing of the Company Merger. Copies of the Forms 8-K are available for free at: http://is.gd/iWAmrB http://is.gd/iY8SuT http://is.gd/Yq8EMR About Spirit Realty Spirit Finance Corporation (now known as Spirit Realty Capital, Inc.) headquartered in Phoenix, Arizona, is a REIT that acquires single-tenant, operationally essential real estate throughout United States to be leased on a long-term, triple-net basis to retail, distribution and service-oriented companies. The Company incurred a net loss of $76.23 million in 2012, a net loss of $63.86 million in 2011, and a net loss of $86.53 million net loss in 2010. The Company's balance sheet at Dec. 31, 2012, showed $3.24 billion in total assets, $1.99 billion in total liabilities and $1.25 billion in total stockholders' equity. * * * As reported by the TCR on Jan. 30, 2013, Standard & Poor's Ratings Services placed its 'B' corporate credit rating on Spirit Realty Capital Inc. (Spirit) on CreditWatch with positive implications. "The CreditWatch placement follows the announcement that Spirit will merge with Cole Credit Property Trust II (unrated), a nontraded REIT, in a stock-for-stock exchange," said credit analyst Elizabeth Campbell. "The merged company, which will retain the name Spirit, will become the second-largest publicly traded triple-net-lease REIT in the U.S. with a pro forma enterprise value of approximately $7.1 billion." As reported by the TCR on April 19, 2013, Moody's Investors Service withdrew its Caa1 corporate family rating for Spirit Realty Capital. Moody's has withdrawn the rating for business reasons. SPRINT COMMUNICATIONS: Moody's Raises Corp Family Rating to 'Ba3' ----------------------------------------------------------------- Moody's Investors Service upgraded several ratings of Sprint Communications, Inc., including the company's corporate family rating to Ba3 from B1, the company's probability of default rating to Ba3-PD from B1-PD, and Sprint's senior unsecured rating to B1 from B3 following the closing of the merger agreement with SoftBank Corp., and a separate merger agreement with Clearwire Corp. SoftBank, with an issuer rating of Ba1, acquired a 78% stake in Sprint, a transaction valued at $21.6 billion. Moody's believes that the merger with SoftBank will help Sprint to improve its operating performance in the highly competitive US wireless industry due to the infusion of $5.0 billion of new equity capital and SoftBank's track record of operational turnarounds of wireless companies in Japan (increasing market share and expanding margins). The merger with Clearwire, a company with a vast holding of spectrum, addresses Sprint's spectrum needs for at least the next several years. Moody's also affirmed the company's speculative grade liquidity rating of SGL-1, indicating a very good liquidity position. The outlook is stable. Moody's has taken the following rating actions: Issuer: Sprint Communications, Inc. Corporate Family Rating -- Ba3, from B1 Probability of Default Rating -- Ba3-PD, from B1-PD Speculative Grade Liquidity Rating -- SGL-1, affirmed Outlook -- Stable, from Rating Under Review Senior Unsecured Notes -- B1, LGD5 (74%) from B3, LGD5 (78%) Junior Guaranteed Unsecured Notes -- Ba2, LGD3 (37%) from Ba3, LGD3 (37%) Senior Unsecured Gtd. Bank Credit Facility -- Baa3, LGD2 (14%) from Ba1, LGD2 (15%) Senior Unsecured Shelf -- (P)B1, from (P)B3 Issuer: Sprint Capital Corp. Outlook -- Stable, from Rating Under Review Senior Unsecured Notes -- B1, LGD5 (74%) from B3, LGD5 (78%) Senior Unsecured MTN Program -- (P)B1 from (P)B3 Issuer: iPCS Inc. Outlook -- Stable, from Rating Under Review Senior Secured 2nd Priority Notes -- B1, LGD5 (74%) from B3, LGD5 (78%) Issuer: Clearwire Corp. Corporate Family Rating -- WR, from Caa2 Probability of Default Rating -- WR, from Caa3-PD Speculative Grade Liquidity Rating -- WR, from SGL-4 Outlook -- Stable, from Rating Under Review Senior Secured 1st Lien Notes -- Baa3, LGD1 (1%) from B3, LGD2 (19%) Senior Secured 2nd Lien Notes -- Baa3, LGD1 (2%) from Caa3, LGD4 (57%) Issuer: Clearwire Escrow Corporation Outlook -- Stable, from Rating Under Review Senior Secured 1st Lien Notes -- Baa3, LGD1 (1%) from B3, LGD2 (19%) Ratings Rationale Sprint's Ba3 Corporate Family Rating recognizes its large scale, its valuable spectrum assets, slowly improving operating profile, substantial liquidity, and the implicit support from Sprint's parent company and majority shareholder, SoftBank. Offsetting these strengths are high leverage, weak margins, and Moody's projection for negative free cash flow through 2015. Near flawless execution across all aspects of the business, including the requirement to quickly redesign and modernize its entire network will be necessary before Sprint can hope to grow its market share in the brutally competitive US wireless industry. Sprint and SoftBank will look to quickly maximize synergies after the closing of the deal. Reducing operating expenses will be crucial to successfully executing a financial turnaround. Combined, Sprint and SoftBank are expected to have the third largest position in terms of smartphones sold in the Japan and United States. With this scale, the company should be able to order larger numbers of smartphones at lower prices than they pay currently. SoftBank has a proven track record and significant expertise in the wireless industry and will look to maximize network efficiency in order to reduce network operating expenses, reduce Information Technology-related costs, and improve churn as Network Vision is further deployed. Capital efficiency should also be realized due to the combined company's larger scale and Sprint's enhanced spectrum portfolio following the closing of the Clearwire deal. SoftBank believes that a 32-36% reduction in capital spending through synergies can eventually be achieved. SoftBank is experienced with managing heavy wireless traffic, building and deploying TDD-LTE technology and building out and maximizing core capacity at cell towers. Wireless data demand is driving up spectrum needs for carriers as well as the perceived value of spectrum. Suffice to say, Sprint was facing a spectrum shortfall issue and the company's acquisition of Clearwire addresses spectrum needs for at least the next several years to support future growth. Clearwire's vast spectrum holdings in the 2.5 GHz band provides Sprint with tremendous depth and a platform for differentiation. With the expertise and guidance from SoftBank, Moody's anticipates Sprint will leverage its 2.5 GHz spectrum capacity to achieve sustainable competitive speeds on its network. In order for Sprint to reach its target goal of 200 million POPs covered by 4G LTE by year-end 2013 and complete Network Vision, capital spending will remain highly elevated through 2014. The company has publicly stated that it plans to spend a total of $16 billion in capital in 2013 and 2014. Moody's expects capital spending to decline to about $6 billion (unadjusted) annually after 2014. Sprint and Clearwire had a little over $8 billion of cash at the end of the 1Q 2013. Capital spending totaled almost $1.5 billion during the quarter. Sprint was scheduled to receive about $2 billion of new equity capital from SoftBank when their transaction closed and was expected to spend about $4 billion to purchase the shares of Clearwire that it didn't already own. High capital spending, modest revenue growth and low EBITDA margins supports Moody's projection for negative free cash flow through 2015. Moody's projects over $10 billion of cumulative negative free cash flow through 2015. Moody's expects Sprint will raise additional capital, either by going to market or receiving additional funding by SoftBank, to address its cash needs over the next few years. Moody's believes that Sprint is currently at a significant competitive disadvantage to Verizon and AT&T since the two largest US wireless carriers have much larger LTE coverage, an increasingly important factor behind subscriber provider decisions. Also, Verizon and AT&T have recently intensified their efforts to gain prepaid subscribers (a customer set the companies did not focus on previously) which makes up about one-third of Sprint's retail subscriber base. In addition, T-Mobile USA recently came out with some aggressive service pricing plans and a new program called JUMP, which allows customers to upgrade their phones up to twice a year. However, Sprint, along with T-Mobile USA, still have the benefit over Verizon and AT&T of offering unlimited data plans (albeit with weaker current LTE coverage compared to Verizon and AT&T). Unlimited data plans also run the risk of restraining future margin expansion at the expense of retaining customers as the demand for wireless data will continue to increase. The ratings for the debt instruments reflect both the overall probability of default of Sprint, to which Moody's assigns a PDR of Ba3-PD, and the loss given default assessments of individual debt instruments. Sprint's $3.0 billion unsecured credit facility is rated Baa3 (LGD2 - 14%). The three-notch lift from the Ba3 CFR reflects the structural seniority provided by the guarantees from the operating subsidiaries of Sprint. Sprint's Senior Unsecured Notes are rated B1 (LGD5 - 74%) and Sprint's Junior Guaranteed Unsecured Notes are rated Ba2 (LGD3 - 37%). The Ba2 rating assigned to Sprint's Junior Guaranteed Unsecured Notes reflects its seniority ahead of Sprint's Senior Unsecured Notes, and its subordinate ranking to the Senior Unsecured Guaranteed Bank Credit Facility. The B1 (LGD5 - 74%) rating for Sprint's subsidiary, Sprint Capital, reflects the guarantees from the parent on a senior unsecured basis. The senior secured 2nd priority notes of Sprint's subsidiary, iPCS Inc., are rated B1 (LGD5 - 74%) and is secured solely with the underlying assets of iPCS. Moody's rates Clearwire's senior secured 1st lien notes and senior secured 2nd lien notes Baa3 (LGD1 -- 1%) and Baa3 (LGD1 -- 2%), respectively, three notches above the Ba3 CFR due to their priority claim and significant loss protection. The 1st lien notes are secured by substantially all of Clearwire's domestic assets, and are guaranteed, on a joint and several basis, by all domestic operating subsidiaries. Reflected in its LGD analysis is Moody's expectation that Sprint will likely redeem $2.947 billion of Clearwire's 1st lien notes due 2015 within the next 12 months and refinance the debt at Sprint's parent level. Moody's also ranks the company's $1.0 billion secured equipment credit facility ahead of the unsecured credit facility and pari passu to Clearwire's 1st lien notes. The stable outlook reflects Moody's belief that operational performance (churn, subscriber trends, market share) will improve and that operating synergies will be achieved enabling slow, but steady margin expansion. The stable outlook also incorporates an expectation that the Network Vision project will remain on schedule and will produce the expected benefits. Sprint's ratings could be raised if its turnaround accelerates. Specifically, if leverage were likely to drop below 4.0x, and free cash flow were to turn positive rating pressure would ensue (note that all cited financial metrics are referenced on a Moody's adjusted basis). Sprint's ratings could be lowered if the network upgrade falls behind schedule or doesn't yield the financial and operational benefits promised or if Sprint's competitive position deteriorates as evidenced by postpaid CDMA churn rising (outside of normal quarterly variances) or overall market share declines. Also, if the company allows its liquidity position to weaken significantly, negative rating pressure will ensue. Specifically, if leverage was likely to exceed 6.0x (Moody's adjusted) on a sustained basis, the ratings could be downgraded. The principal methodology used in this rating was the Global Telecommunications 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. STAR WEST: S&P Rates $850 Million Debt 'BB-' -------------------------------------------- Standard & Poor's Ratings Services said it assigned its 'BB-' rating and '2' recovery rating to project finance entity Star West Generation LLC's $750 million TLB due 2020 and $100 million senior secured RCF due 2018. The new credit facilities have replaced the $550 million TLB and $100 million RCF at SWG LLC and the $171.2 million term loan, $5 million RCF, and $24.4 million letter-of-credit facility at GWF. A $287.6 million term loan and $105.9 million letter-of- credit facility at GWF's operating company, GWF Energy LLC, will remain in place. The stable outlook reflects S&P's expectation that debt will be repaid from predictable cash flows from power purchase agreements through most of the loan's tenor. The new credit facilities are essentially a combination of debt at the two portfolios. Star West upsized the term loan to $750 million from the initially proposed $725 million amount. The incremental proceeds were used to fund a day-one distribution to Star West's shareholders. The combined portfolio consists of five natural gas-fired power plants totaling 1,676 megawatts (MW). Two CCGT plants are in Arizona totaling 1,149 MW and one CCGT plant (335 MW) and two simple-cycle plants (each 96 MW) are located in California. "The stable outlook reflects stable cash flows from tolling agreements for years to come and our expectation that the Tracy conversion will continue to ramp up without operational issues," said Standard & Poor's credit analyst Rubina Zaidi. Factors that might lead to a negative outlook or a lower rating are sustained weaker performance at the plants, with DSCRs dropping from the expected 1.3x area on a consolidated basis to the 1.1x area. Also, any developments, such as prolonged force majeure events that lock up distributions, could pressure ratings. A positive outlook or higher rating would require superior financial performance than S&P currently expects on a sustained basis and higher confidence that refinancing risk will not be a major concern, which could occur through additional contracts or a very favorable climate for these assets in Arizona and California. In this case, consolidated DSCRs would improve and remain above 1.4x or refinancing risk would be below $250 per kW. STELLAR BIOTECHNOLOGIES: Appoints New Corporate Secretary --------------------------------------------------------- Stellar Biotechnologies, Inc., has appointed Kathi Niffenegger, CPA, to the position of Corporate Secretary. Ms. Niffenegger has held the positions of U.S. Corporate Controller for Stellar since 2012 and outside CPA since the Company's inception in 1999. Frank Oakes, Stellar President and CEO said, "Kathi is an experienced professional with more than 30 years in accounting and finance in a wide range of industries. Importantly, she has a thorough understanding of Stellar's business which will be invaluable in her role as Corporate Secretary, working closely with the Board and overseeing matters of corporate governance and policy." About Stellar Port Hueneme, Cal.-based Stellar Biotechnologies, Inc.'s business is to commercially produce and market Keyhole Limpet Hemocyanin ("KLH") as well as to develop new technology related to culture and production of KLH and subunit KLH ("suKLH") formulations. The Company markets KLH and suKLH formulations to customers in the United States and Europe. KLH is used extensively as a carrier protein in the production of antibodies for research, biotechnology and therapeutic applications. The Company's balance sheet at March 31, 2013, showed US$1.4 million in total assets, US$4.6 million in total liabilities, and a stockholders' deficit of US$3.2 million. The Company reported a net loss of US$4.4 million on US$177,208 of revenues for the six months ended Feb. 28, 2013, compared with a net loss of US$2.1 million on US$193,607 of revenues for the six months ended Feb. 29, 2012. STREAMTRACK INC: Delays Form 10-Q for May 31 Quarter ---------------------------------------------------- Streamtrack, Inc., informed the U.S. Securities and Exchange Commission that it will be delayed in the filing of its quarterly report for the period ended May 31, 2013. The Company said the compilation, dissemination and review of the information required to be presented in the Form 10-Q for the relevant period has imposed time constraints that have rendered timely filing of the Form 10-Q impracticable without undue hardship and expense to the Company. The Company undertakes the responsibility to file that report no later than five days after its original prescribed due date. Santa Barbara, Cal.-based StreamTrack, Inc., is a digital media and technology services company. The Company provides audio and video streaming and advertising services through the RadioLoyalty Platform to over 1,100 internet and terrestrial radio stations and other broadcast content providers. The Company's balance sheet at Feb. 28, 2013, showed $1.5 million in total assets, $4.3 million in total liabilities, and a stockholders' deficit of $2.8 million. "For the three and six months ended Feb. 28, 2013, the Company recorded a net loss of $964,200 and $1,830,191, respectively. The net losses indicate that the Company may have difficulty continuing as a going concern," according to the Company's quarterly report for the period ended Feb. 28, 2013. SULTAN SONS: Voluntary Chapter 11 Case Summary ---------------------------------------------- Debtor: Sultan Sons, Inc. 100 South Industrial Blvd Euless, TX 76040 Bankruptcy Case No.: 13-43178 Chapter 11 Petition Date: July 11, 2013 Court: United States Bankruptcy Court Northern District of Texas (Ft. Worth) Judge: D. Michael Lynn Debtor's Counsel: David Max Seeberger, Esq. DAVID M. SEEBERGER ATTORNEY AT LAW 4001 W. Airport Freeway Suite 510 Bedford, TX 76021 Tel: (817) 494-1927 Fax: (817) 255-5070 E-mail: dseeberger@sbcglobal.net Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $500,001 to $1,000,000 The Debtor did not file a list of its largest unsecured creditors together with its petition. The petition was signed by Tariq Sultan, president. SUNTECH POWER: Files $192.7 Million Claim Against SPI ----------------------------------------------------- In connection with the grant of a definitive moratorium on creditor claims from the judicial authorities in Schaffhausen, Switzerland to Suntech Power International, Ltd., the Company's principal operating subsidiary in Europe, Suntech Power Holdings Co., Ltd., and various of its affiliated entities, including Power Solar Systems Co., Ltd., the Company's principal subsidiary in the British Virgin Islands, and Wuxi Suntech Power Co., Ltd., the Company's principal operating subsidiary in China, have submitted creditor claims to the administrator overseeing the moratorium. The Company, PSS, and Wuxi Suntech submitted applications to register with the SPI administrator claims of approximately US$192.7 million, US$324 million, and US$454.3 million, respectively. Those amounts followed a restructuring of intercompany debt among various operating units. In addition, other affiliates of the Company submitted applications to register with the SPI administrator claims aggregating approximately US$23.8 million. The actual amounts recovered by the Company and its affiliates as creditors of SPI may differ significantly from the amounts registered. Several of the affiliates of the Company which registered claims as creditors are also debtors to SPI. As previously announced, the definitive moratorium was granted on June 19, 2013, for a six month period and may be extended thereafter, and allows SPI time to restructure debt and reach an agreement with creditors. In addition, in connection with the intercompany debt restructuring, the Company's principal Japanese and Singaporean subsidiaries, Suntech Power Japan Corporation and Suntech Power Investment Pte. Ltd., respectively, have been reorganized under Wuxi Suntech. The Company believes the restructuring was necessary to facilitate possible financing of the Company's operations in the future and potentially attract new investors. About Suntech Wuxi, China-based Suntech Power Holdings Co., Ltd. (NYSE: STP) produces solar products for residential, commercial, industrial, and utility applications. With regional headquarters in China, Switzerland, and the United States, and gigawatt-scale manufacturing worldwide, Suntech has delivered more than 25,000,000 photovoltaic panels to over a thousand customers in more than 80 countries. As reported by the TCR on March 20, 2013, Suntech Power Holdings Co., Ltd., has received from the trustee of its 3% Convertible Notes a notice of default and acceleration relating to Suntech's non-payment of the principal amount of US$541 million that was due to holders of the Notes on March 15, 2013. That event of default has also triggered cross-defaults under Suntech's other outstanding debt, including its loans from International Finance Corporation and Chinese domestic lenders. SYNAGRO TECHNOLOGIES: Plan for EQT Buyout Heads for Creditor Vote ----------------------------------------------------------------- Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that Synagro Technologies Inc. scheduled an Aug. 20 confirmation hearing where the bankruptcy judge in Delaware will consider approving the Chapter 11 plan allowing EQT Partners AB to take ownership. On July 18, the judge approved disclosure materials allowing creditors to begin voting on the plan. According to the report, originally, EQT was to buy the business through a sale of assets. Synagro changed course and decided to transfer ownership through a plan to avoid problems entailed with transferring contracts and permits to the buyer. EQT will take ownership under a contract valued at $480 million, including $465 million in cash. The report relates that the $316 million in first-lien debt will be paid in full in cash. For their $45 million secured claim, second-lien creditors will recover about 95 percent. Trade suppliers with as much as $16 million in claims are to be paid in full. The plan offers general unsecured creditors a $50,000 cash pot and a sharing in proceeds from lawsuits, for a recovery of as much as 10 percent. Second-lien creditors will share in lawsuit recoveries on account of their deficiency claims. The report relates that objections to the plan are due by Aug. 16. The report discloses that liabilities include $79 million on a first-lien revolving credit and $249 million on a first-lien term loan. Bank of America NA is agent for the lenders. The second- lien term loan is $100 million, with U.S. Bank NA as agent. There is $96 million in bonds on four projects not to be affected by bankruptcy. About Synagro Synagro Technologies, Inc., based in Houston, Texas, is the recycler of bio-solids and other organic residuals in the U.S. and is one of the largest national companies focused exclusivity on biosolids recycling, which has a market size of $2 billion. The Company was formed in 1986, under the name RPM Marketing, Inc. Synagro's corporate headquarters is currently located in Houston, Texas but is in the process of being transferred to White Marsh, Maryland. The Company also has offices in Lansdale, Pennsylvania, Rayne, Louisiana, and Watertown, Connecticut. Synagro Technologies and 29 affiliates sought Chapter 11 protection (Bankr. D. Del. Case no. 13-11041) on April 24, 2013. Synagro was owned by The Carlyle Group at the time of the bankruptcy filing. It was acquired in April 2007 by Carlyle in a $741 million transaction. Synagro is being advised by the law firm of Skadden Arps Slate Meagher & Flom, along with financial adviser AlixPartners and investment bankers Evercore Partners. Kurtzman Carson & Consultants serves as notice and claims agent. SYNOVUS FINANCIAL: Fitch Raises Issuer Default Ratings to 'BB' -------------------------------------------------------------- Fitch Ratings has upgraded the long-term Issuer Default Ratings (IDR) and viability rating (VR) of Synovus Financial Corp. (SNV) and its subsidiaries to 'BB/bb' from 'BB-/bb-'. At the same time, Fitch has affirmed SNV's short-term IDR at 'B'. The Rating Outlook remains Positive. In addition, Fitch expects to assign the planned $130 million of noncumulative perpetual preferred stock a rating of 'B'. Rating Action and Rationale On July 18, 2013, SNV communicated its intention to repay the TARP funds it received from the U.S. Treasury during the financial crisis. This action follows the termination of the outstanding MOUs at both SNV and its subsidiary, Synovus Bank during 2Q'13. The upgrade of SNV's rating reflects Fitch's previously communicated view that both of these regulatory-related actions, taken together or separately would likely be viewed favorably. Furthermore, SNV has sustained positive asset quality progress and Fitch believes that these trends will continue over the intermediate to long-term, leading to consistently positive earnings performance, a rating sensitivity previously communicated. Fitch has maintained the Outlook at Positive reflecting its view that credit risk has stabilized and that management will continue to address its elevated level of problem credits in the intermediate term through various remediation tactics. Furthermore, Fitch expects that capital levels will be maintained at adequate levels to absorb on going credit losses. However, given Fitch's view on SNV's earnings power over the mid-term (12 to 18 months) as well as the company's still-high level of nonperforming assets (NPAs) compared to higher rated banks, Fitch believes SNV is well-situated in the 'BB' rating category for the time being. KEY RATING DRIVERS AND SENSITIVITIES - IDRS and VR Fitch notes that since SNV's Outlook was revised from Negative to Positive in February 2013, the company has continued to make meaningful progress in addressing its elevated risk profile which will likely lead to further positive operating results. This is evidenced by the aforementioned termination of formal documents with state and federal regulators as well as the company receiving approval from federal regulators to repay TARP. Fitch calculates SNV's NPAs at just under 6.40% at 2Q'13, an improvement of nearly 60 bps since 4Q'12 and 180 bps year-over- year but still elevated when compared to higher-rated banks. Fitch notes that half of its NPAs consist of troubled debt restructures (TDRs). Fitch also notes that nonperforming loan (NPL) inflows have continued their descent and were just $67 million in 2Q'13 and $151 million through the first half of 2013. This compares quite favorably to inflows $264 million during the same period a year prior. Fitch anticipates that NPL inflows will, for the most part, remain between $50 and $75 million per quarter. To the extent that Fitch observes NPL inflows dipping below $50 million consistently, quarter-to-quarter, further positive rating action could be taken. However, Fitch believes that SNV's improvement in fundamental asset quality performance, a primary rating driver, will be a long-term process as existing NPAs are likely stickier than those that have been worked out of to this point. Fitch's expectations in regards to asset quality trends are reflected in SNV's rating and outlook. Fitch believes that capital levels are adequate for the bank's upgraded rating and overall risk profile. While regulatory ratios will be adversely impacted by the nearly $1 billion TARP redemption, Fitch notes that SNV's core capital levels (TCE) are projected to increase by nearly 100 bps to 10.60% after TARP is repaid through a combination of a dividend from the bank as well as a common and preferred stock offering. Fitch observes that these actions track closely with management's prior guidance and reflect well on management's ability to continue to rehabilitate the bank. Although notably reduced, Fitch does remain moderately concerned in regards to the level of construction A&D loans located in the south eastern region of the U.S. relative to capital, especially when considering their delinquency and charge-off rate. This concern is reflected in today's rating action and is considered a constraint on SNV's current rating. Fitch also notes that earnings performance (current and expected) remain relatively weaker than higher rated banks. While SNV has remained consistently profitable, a trait reflected in today's rating action, the bank's return on assets has remained in the 45 - 55 bps range. Fitch expects this level of earnings to persist throughout 2013 and anticipates earnings to marginally improve in 2014 as credit costs reductions are off-set by continued net interest margin compression However, to the extent that asset quality trends reverse, adversely impacting earnings and thus capital build-up, Fitch could take adverse rating action. RATING DRIVERS AND SENSITIVITIES - SUPPORT RATING AND SUPPORT RATING FLOOR In Fitch's view, SNV is not considered systemically important and therefore, believes the probability of state support is unlikely. Therefore, SNV's IDR and VR do not incorporate any government support KEY RATING DRIVERS AND SENSITIVITIES - SUBORDINATED DEBT AND OTHER HYBRID SECURITIES Fitch expects to assign a 'B' rating to the noncumulative perpetual preferred stock SNV has planned to issue to repay TARP. Hybrid capital issued by SNV are notched down from its VR of 'bb' in accordance with Fitch's assessment of each instrument's respective non-performance and relative loss severity risk profiles. This assessment is based off of Fitch's published criteria titled, 'Assessing and Rating Bank Subordinated and Hybrid Securities' (Dec. 2012). Their ratings are primarily sensitive to any change in the VRs of SNV, KEY RATING DRIVERS AND SENSITIVITIES - HOLDING COMPANY SNV's IDR and VR is equalized with the company's subsidiary banks reflecting its role as the bank holding company, which is mandated in the U.S. to act as a source of strength for its bank subsidiary. Double leverage was at 112% for SNV at March 31, 2013. RATING DRIVERS & SENSITIVITIES - SUBSIDIARY AND AFFILIATED COMPANY RATING: The below ratings factor in a high probability of support from the parent to its subsidiary. This reflects the fact that performing parent banks have very rarely allowed subsidiaries to default. It also considers the high level of integration, brand, management, financial and reputational incentives to avoid subsidiary defaults Fitch has upgraded the following ratings and revised the Outlook to Stable from Positive: Synovus Financial Corporation -- Long-term IDR to 'BB' from 'BB-'; -- Viability Rating to 'bb' from 'bb-'; -- Subordinated Debt to 'BB-' from 'B+'; -- Senior Unsecured to 'BB' from 'BB-'; Synovus Bank -- Long-term IDR to 'BB' from 'BB-'; -- Viability Rating to 'bb' from 'bb-'; -- Long-term Deposits to 'BB+' from 'BB'; Fitch has affirmed the following ratings: Synovus Financial Corporation -- Short-Term IDR at 'B'; -- Support Floor at 'NF' -- Support at '5'. Synovus Bank -- Short-Term IDR at 'B'; -- Support Floor 'at NF'; -- Support at '5'. Fitch has assigned the following expected ratings: Synovus Financial Corporation -- Noncumulative Perpetual Preferred Stock at 'B'. T-L CHEROKEE: Disclosure Statement Objections Due July 26 --------------------------------------------------------- Judge J. Philip Klingeberger of the U.S. Bankruptcy Court for the Northern District of Indiana, Hammond Division, has ordered that scheduling of the hearing on the joint disclosure statement explaining T-L Cherokee South, LLC's Chapter 11 Plan has been deferred. The core issue is the joint plans' provision for consolidated funding, asserted under Section 1123(a)(5)(C) of the Bankruptcy Code and Cole Taylor Banks and RCG-KC Brywood LLC's opposition thereto. Those creditors are directed by the Court to file an objection to the joint disclosure statement asserting that the plan addressed thereby cannot be confirmed due to treatment under Section 1123(a)(5)(C) by July 26, 2013, together with a legal memorandum supporting the objection. The debtors must file a responsive legal memorandum by Aug. 23, and the creditors will file a reply legal memorandum by Sept. 6. In the order in which the objections are determined, the Court will set a hearing concerning further proceedings in each case concerning the joint disclosure statement and joint plan, and a date for filing any valuation of security motions pursuant to Rule 3012 of the Federal Rules of Bankruptcy Procedure. Objections to the Debtor's request for authority to use Cole Taylor's cash collateral are also due on or before July 26. About T-L Cherokee T-L Conyers LLC, T-L Cherokee South, LLC, and two affiliates sought Chapter 11 protection in Hammond, Indiana, on Feb. 1, 2013. The Debtors are represented by David K. Welch, Esq., at Crane, Heyman, Simon, Welch & Clar, in Chicago. The Debtors own various shopping centers in Georgia and Kansas. T-L Cherokee South (Bankr. N.D. Ind. Case No. 13-20283) estimated assets and debts of $10,000,001 to $50,000,000. T-L Cherokee owns and operates a commercial shopping center in Overland Park, Kansas known as "Cherokee South Shopping Center". The Debtors are entities managed by Westchester, Illinois-based Tri-Land Properties, Inc., which sought Chapter 11 protection (Case No. 12-22623) on July 11, 2012. T-L Cherokee South, LLC disclosed undetermined assets and $17,761,13 in liabilities as of the Chapter 11 filing. TALON INTERNATIONAL: CVC Held 2% Equity Stake at July 12 -------------------------------------------------------- In an amended Schedule 13D filing with the U.S. Securities and Exchange Commission, CVC California, LLC, and its affiliates disclosed that as of July 12, 2013, they beneficially owned 1,750,000 shares of common Stock of Talon International, Inc., representing 2 percent of the shares outstanding. A copy of the regulatory filing is available for free at http://is.gd/5bCQZa About Talon International Woodland Hills, Cal.-based Talon International, Inc. (OTC BB: TALN) -- http://www.talonzippers.com/-- is a global supplier of apparel fasteners, trim and interlining products to manufacturers of fashion apparel, specialty retailers, mass merchandisers, brand licensees and major retailers. Talon manufactures and distributes zippers and other fasteners under its Talon(R) brand, known as the original American zipper invented in 1893. Talon also designs, manufactures, engineers, and distributes apparel trim products and specialty waistbands under its trademark names, Talon, Tag-It and TekFit, to more than 60 apparel brands and manufacturers including Wal-Mart, Kohl's, J.C. Penney, Victoria's Secret, Tom Tailor, Abercrombie and Fitch, Polo Ralph Lauren, Phillips-Van Heusen, Reebok and Juicy Couture. Talon has offices and facilities in the United States, United Kingdom, Hong Kong, China, and Bangladesh. Talon International disclosed net income of $679,347 for the year ended Dec. 31, 2012, as compared with net income of $729,133 during the prior year. The Company's balance sheet at March 31, 2013, showed $18.53 million in total assets, $10.17 million in total liabilities, $24.87 million in series B convertible preferred stock and $16.52 million total stockholders' deficit. TALON INTERNATIONAL: Redeems All B Preferred Stock for $18.8MM -------------------------------------------------------------- Talon International, Inc., has redeemed all of the outstanding shares of its Series B convertible preferred stock for $13 million in cash and a short-term, low-interest bearing promissory note of $5.8 million, for a total consideration of $18.8 million. The redemption of the preferred shares removes the Company's current liquidation preference obligation of $25.9 million, which entitled the preferred shareholders to payment of the preference amount before payment to the common stockholders. The liquidation preference was scheduled to increase to $40.7 million at the time the preferred shares became mandatorily redeemable in 2016. The removal of this obligation results in an immediate benefit to common stockholders of approximately $7 million. The Company now has only common shares outstanding. To complete the redemption, the Company received a $5.5 million strategic equity investment from a group of private investors, including a former Board member and the current Chairman of the Board. This investment, which consists of the sale of common stock at a price of $0.09 per share, together with the Company's cash and the short-term note, enabled the Company to repurchase all of the Series B convertible preferred stock at a significant discount to its current liquidation preference amount. Lonnie Schnell, Talon's CEO stated, "The redemption of preferred shares and the successful equity raise that made it possible, are major achievements and important milestones for Talon International. The elimination of the preferred stock from our capital structure improves our risk profile, enhances our financial flexibility and removes a major impediment to creating value for common shareholders." As a result of the equity raise, Talon's executive management team received shares of common stock upon settlement of previously issued restricted stock units, increasing management's ownership by approximately 4.8 million shares. On July 12, 2013, concurrently with the closing of the transactions under the Redemption Agreement, Mark Hughes resigned as a member of the Talon Board of Directors. A copy of the Form 8-K is available for free at: http://is.gd/oNCwPu About Talon International Woodland Hills, Cal.-based Talon International, Inc. (OTC BB: TALN) -- http://www.talonzippers.com/-- is a global supplier of apparel fasteners, trim and interlining products to manufacturers of fashion apparel, specialty retailers, mass merchandisers, brand licensees and major retailers. Talon manufactures and distributes zippers and other fasteners under its Talon(R) brand, known as the original American zipper invented in 1893. Talon also designs, manufactures, engineers, and distributes apparel trim products and specialty waistbands under its trademark names, Talon, Tag-It and TekFit, to more than 60 apparel brands and manufacturers including Wal-Mart, Kohl's, J.C. Penney, Victoria's Secret, Tom Tailor, Abercrombie and Fitch, Polo Ralph Lauren, Phillips-Van Heusen, Reebok and Juicy Couture. Talon has offices and facilities in the United States, United Kingdom, Hong Kong, China, and Bangladesh. Talon International disclosed net income of $679,347 for the year ended Dec. 31, 2012, as compared with net income of $729,133 during the prior year. The Company's balance sheet at March 31, 2013, showed $18.53 million in total assets, $10.17 million in total liabilities, $24.87 million in series B convertible preferred stock and $16.52 million total stockholders' deficit. TALON THERAPEUTICS: Acquired by Spectrum Pharmaceuticals -------------------------------------------------------- A subsidiary of Spectrum Pharmaceuticals, Inc., entered into an agreement to purchase approximately 89 percent of the outstanding shares of Talon Therapeutics, Inc., directly from the Company's principal stockholders. Spectrum also entered into an agreement with the Company under which the subsidiary of Spectrum will purchase additional shares from the Company that, together with the shares acquired from the Company's principal stockholders, will represent in excess of 90 percent of the outstanding shares of Talon, and under which Spectrum will acquire the remaining outstanding shares of Company common stock through a "short-form" merger of the subsidiary of Spectrum into the Company. The Company and Spectrum expect that the share purchase and the merger will be completed within one business day. Spectrum will pay aggregate upfront cash consideration in connection with the closing of the acquisition of approximately $11.3 million to Company stockholders, and Company stockholders will also receive contingent value rights to receive an aggregate of up to $195 million in future cash payments from Spectrum upon the achievement of certain one-time sales-based milestones for Marqibo(R) and an approval-based milestone for Menadione Topical Lotion. There can be no assurance as to the actual value, if any, of a CVR, which will depend on numerous factors. The CVRs will not be publicly traded. The per share purchase price for each outstanding share of Company common stock payable at closing to the Company's stockholders, including the Company's principal stockholders, is approximately $0.056 in cash plus one CVR right. Spectrum will also issue 3 million shares of its common stock in exchange for all of the outstanding indebtedness under the Company's credit facility and will pay certain related accrued interest. The transaction was reviewed by a special independent committee of the Board of Directors of Talon, which recommended the transactions for approval by the full Board. Houlihan Lokey acted as financial advisor to the special committee in connection with the proposed transaction. The Board of Directors of Talon, based on a review of factors that it considered relevant, including the unanimous recommendation of the special independent committee, approved the transaction. The Company expects that its shares will cease trading on the OTCQB market effective prior to the open of market on July 18, 2013. Corporate Stock Transfer, Inc., acting as the paying agent for the merger, will mail to the remaining former Company stockholders materials necessary to exchange their Company shares for payment. Additionally, the paying agent will distribute an appraisal rights notice containing additional detail regarding the transaction and the consideration received by common stockholders within 10 days following the closing of the merger. About Talon Therapeutics Formerly known as Hana Biosciences, Inc., Talon Therapeutics Inc. (TLON.OB.) -- http://www.talontx.com/-- is a biopharmaceutical company dedicated to developing and commercializing new, differentiated cancer therapies designed to improve and enable current standards of care. The Company's lead product candidate, Marqibo, potentially treats acute lymphoblastic leukemia and lymphomas. The Company has additional pipeline opportunities some of which, like Marqibo, improve delivery and enhance the therapeutic benefits of well characterized, proven chemotherapies and enable high potency dosing without increased toxicity. Effective Dec. 1, 2010, Hana Biosciences changed its name to Talon Therapeutics. The name change was effected by merging Talon Therapeutics, a wholly owned subsidiary of the Company, with and into the Company, with the Company as the surviving corporation in the merger. Talon Therapeutics incurred a net loss of $43.70 million for the year ended Dec. 31, 2012, as compared with a net loss of $18.82 million in 2011. The Company's balance sheet at March 31, 2013, showed $5.28 million in total assets, $51.39 million in total liabilities, $53.89 million in redeemable convertible preferred stock, and a $99.99 million total stockholders' deficit. BDO USA, LLP, in San Jose, California, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2012, citing recurring losses from operations and net capital deficiency that, among other factors, raise substantial doubt about its ability to continue as a going concern. TALON THERAPEUTICS: Deerfield No Longer a Shareholder at July 16 ---------------------------------------------------------------- In an amended Schedule 13D filing with the U.S. Securities and Exchange Commission, Deerfield Mgmt, L.P., et al., disclosed that as of July 16, 2013, they ceased to be beneficial owner of shares of common stock of Talon Therapeutics, Inc. The Deerfield Entities previously reported beneficial ownership of 15,347,159 common shares or 44.23 percent equity stake as of March 14, 2012. On July 16, 2013, pursuant to the terms of a Securities Purchase Agreement by and among Spectrum Pharmaceuticals, Inc., Eagle Acquisition Merger Sub, Inc., as purchaser, Warburg Pincus Private Equity X, L.P. and Warburg Pincus X Partners, L.P., and Deerfield, Entities, the Deerfield Entities sold to Eagle an aggregate of 26,969,971 shares of common stock issued to them upon conversion of the Series A-1 Preferred Stock, Series A-2 Preferred Stock and Series A-3 Preferred Stock for an aggregate purchase price of (a) $1,512,856 in cash and (b) 26,969,971 contingent value rights issued by Spectrum, representing the right to receive a pro rata portion of contingent cash payments upon the achievement of certain milestones. The Deerfield Entities also agreed to deliver to Spectrum and Eagle, for cancellation, all Warrants held by them, in consideration for the payment by Spectrum and the Purchaser of payments aggregating $137,730. Following the consummation of the transactions, Eagle effected a "short-form" merger with and into the Company. In connection with the Merger, the Deerfield Entities are entitled to receive an aggregate of (i) $18,148 in cash and (ii) 323,559 CVRs in exchange for its 323,559 shares of common stock. Following the Merger, the the Deerfield Entities ceased be the beneficial owners of any shares common stock. A copy of the regulatory filing is available for free at: http://is.gd/nvLXyI About Talon Therapeutics Formerly known as Hana Biosciences, Inc., Talon Therapeutics Inc. (TLON.OB.) -- http://www.talontx.com/-- is a biopharmaceutical company dedicated to developing and commercializing new, differentiated cancer therapies designed to improve and enable current standards of care. The company's lead product candidate, Marqibo, potentially treats acute lymphoblastic leukemia and lymphomas. The Company has additional pipeline opportunities some of which, like Marqibo, improve delivery and enhance the therapeutic benefits of well characterized, proven chemotherapies and enable high potency dosing without increased toxicity. Effective Dec. 1, 2010, Hana Biosciences changed its name to Talon Therapeutics. The name change was effected by merging Talon Therapeutics, a wholly owned subsidiary of the Company, with and into the Company, with the Company as the surviving corporation in the merger. Talon Therapeutics incurred a net loss of $43.70 million for the year ended Dec. 31, 2012, as compared with a net loss of $18.82 million in 2011. The Company's balance sheet at March 31, 2013, showed $5.28 million in total assets, $51.39 million in total liabilities, $53.89 million in redeemable convertible preferred stock, and a $99.99 million total stockholders' deficit. BDO USA, LLP, in San Jose, California, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2012, citing recurring losses from operations and net capital deficiency that, among other factors, raise substantial doubt about its ability to continue as a going concern. TALON THERAPEUTICS: Eagle Buys 90% Equity take for $15.1 Million ---------------------------------------------------------------- Pursuant to the terms of a Securities Purchase Agreement dated as of July 16, 2013, Eagle Acquisition Merger Sub, Inc., a wholly- owned subsidiary of Spectrum Pharmaceuticals, Inc., purchased from entities affiliated with Warburg Pincus & Co. and Deerfield Management, LLC, the two principal stockholders of Talon Therapeutics, Inc., shares of the Company's common stock, $0.001 par value, owned by the Principal Stockholders, which represented approximately 89 percent of the outstanding shares of common stock, for a purchase price equal to the Per Share Merger Consideration. Immediately prior to the closing of the purchase, the Principal Stockholders converted all of their shares of the Company's Series A-1, Series A-2 and Series A-3 Convertible Preferred Stock owned by them into shares of common stock in accordance with the terms of the certificate of designation for each applicable series of Preferred Stock. In addition to the shares of common stock purchased from the Principal Stockholders, Eagle Acquisition also purchased certain warrants to purchase shares of common stock owned by Deerfield. Also on the Closing Date, pursuant to the terms of a Stock Purchase Agreement dated July 16, 2013, entered into among the Company, Eagle Acquisition and Spectrum, the Company sold 20,100,000 newly issued shares of Common Stock to the Purchaser at a price per share of $0.37. Eagle Acquisition paid for the purchased shares by delivery of (i) $20,100 in cash, an amount equal to the par value of the purchased shares; and (ii) a promissory note in the principal amount of $7,416,900. The acquisition of the Purchased Shares, together with the acquisition of the shares of common stock from the Principal Stockholders pursuant to the Stockholder Purchase Agreement, resulted in the ownership by the Purchaser of an amount of shares in excess of 90 percent of the then outstanding shares of common stock. On the Closing Date, in accordance with the terms of the Company Purchase Agreement, the Purchaser consummated a "short form" merger with the Company in which Purchaser merged with and into the Company, with the Company remaining as the surviving corporation and a wholly-owned subsidiary of Spectrum. The Merger was consummated without a vote or meeting of the Company's stockholders in accordance with Section 253 of the Delaware General Corporation Law. As a result of the Merger, each issued and outstanding share of Common Stock were converted into the right to receive (A) $0.05609 in cash per share, without interest and subject to applicable withholding, and (B) one contingent value right entitling the holder to receive, subject to the terms of the CVR Agreement, a pro rata portion of contingent cash payments from Spectrum totaling up to $195 million upon the achievement certain milestones. The Purchaser paid an aggregate of $11,300,000 to fund the Cash Portion of the Per Share Merger Consideration and approximately $3,800,000 on the Closing Date to satisfy certain outstanding obligations and transaction-related and other expenses of Talon. In connection with the Merger, and as contemplated by the Company Purchase Agreement, each of Howard Furst, Paul Maier, Howard Pien, Leon Rosenberg, Robert Spiegel and Elizabeth Weatherman voluntarily resigned from the Board effective as of the effective time of the Merger. Pursuant to the terms of the Company Purchase Agreement, as of the Effective Time, Rajesh C. Shrotriya, M.D., was appointed a director of the Company. Dr. Shrotriya is currently president, chief executive officer and chairman of Spectrum. One of the Company's existing directors, Steven R. Deitcher, remained on the Board following the Effective Time. The Company entered into a Separation Agreement and Release with each of Craig W. Carlson and Steven R. Deitcher M.D. Pursuant to the Company Purchase Agreement, at the Effective Time, the Company's certificate of incorporation was amended and restated in its entirety. Also pursuant to the Company Agreement, at the Effective Time, the Company's bylaws were amended and restated in their entirety to be identical to the bylaws of Purchaser, as in effect immediately prior to the Effective Time. A copy of the Form 8-K is available for free at: http://is.gd/Mlf78d About Talon Therapeutics Formerly known as Hana Biosciences, Inc., Talon Therapeutics Inc. (TLON.OB.) -- http://www.talontx.com/-- is a biopharmaceutical company dedicated to developing and commercializing new, differentiated cancer therapies designed to improve and enable current standards of care. The company's lead product candidate, Marqibo, potentially treats acute lymphoblastic leukemia and lymphomas. The Company has additional pipeline opportunities some of which, like Marqibo, improve delivery and enhance the therapeutic benefits of well characterized, proven chemotherapies and enable high potency dosing without increased toxicity. Effective Dec. 1, 2010, Hana Biosciences changed its name to Talon Therapeutics. The name change was effected by merging Talon Therapeutics, a wholly owned subsidiary of the Company, with and into the Company, with the Company as the surviving corporation in the merger. Talon Therapeutics incurred a net loss of $43.70 million for the year ended Dec. 31, 2012, as compared with a net loss of $18.82 million in 2011. The Company's balance sheet at March 31, 2013, showed $5.28 million in total assets, $51.39 million in total liabilities, $53.89 million in redeemable convertible preferred stock, and a $99.99 million total stockholders' deficit. BDO USA, LLP, in San Jose, California, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2012, citing recurring losses from operations and net capital deficiency that, among other factors, raise substantial doubt about its ability to continue as a going concern. TALON THERAPEUTICS: Warburg No Longer Holds Shares as of July 16 ---------------------------------------------------------------- In an amended Schedule 13D filing with the U.S. Securities and Exchange Commission, Warburg Pincus Private Equity X, L.P., Warburg Pincus X Partners, L.P., and Joseph P. Landy, et al., disclosed that as of July 16, 2013, they ceased to be beneficial owners of shares of common stock of Talon Therapeutics, Inc. Warburg, et al., previously reported beneficial ownership of 265,461,487+ common shares or 92.4 percent equity stake as of Nov. 14, 2012. On July 16, 2013, (a) the shares of Series A-1 Preferred held by WP X were converted into 63,001,458 shares of common stock, the shares of Series A-2 Preferred held by WP X were converted into 36,604,463 shares of common stock and the shares of Series A-3 Preferred Stock held by WP X were converted into 48,001,889 shares of common stock and (b) the shares of Series A-1 Preferred held by WPP X were converted into 2,015,432 shares of common stock, the shares of Series A-2 Preferred held by WPP X were converted into 1,171,040 shares of common stock and the shares of Series A-3 Preferred Stock held by WPP X were converted into 1,535,662 shares of common stock. On July 16, 2013 pursuant to the terms of a Securities Purchase Agreement, dated as of July 16, 2013, by and among Spectrum Pharmaceuticals, Inc., Eagle Acquisition Merger Sub, Inc., and the securityholders of the Company, (a) WP X sold 147,607,810 shares of common stock issued to it upon the conversion of the Series A-1 Preferred, Series A-2 Preferred and Series A-3 Preferred for an aggregate purchase price of $8,279,931 and 147,607,810 contingent value rights representing the right to receive a pro rata portion of contingent cash payments upon the achievement of certain milestones and (b) WPPX sold 4,722,134 shares of common stock issued to it upon the conversion of the Series A-1 Preferred, Series A-2 Preferred and Series A-3 Preferred for an aggregate purchase price of $264,883 and 4,722,134 contingent value rights representing the right to receive a pro rata portion of contingent cash payments upon the achievement of certain milestones. A copy of the amended regulatory filing is available at: http://is.gd/csESUh A copy of the Securities Purchase Agreement is available at: http://is.gd/IGI4zc About Talon Therapeutics Formerly known as Hana Biosciences, Inc., Talon Therapeutics Inc. (TLON.OB.) -- http://www.talontx.com/-- is a biopharmaceutical company dedicated to developing and commercializing new, differentiated cancer therapies designed to improve and enable current standards of care. The company's lead product candidate, Marqibo, potentially treats acute lymphoblastic leukemia and lymphomas. The Company has additional pipeline opportunities some of which, like Marqibo, improve delivery and enhance the therapeutic benefits of well characterized, proven chemotherapies and enable high potency dosing without increased toxicity. Effective Dec. 1, 2010, Hana Biosciences changed its name to Talon Therapeutics. The name change was effected by merging Talon Therapeutics, a wholly owned subsidiary of the Company, with and into the Company, with the Company as the surviving corporation in the merger. Talon Therapeutics incurred a net loss of $43.70 million for the year ended Dec. 31, 2012, as compared with a net loss of $18.82 million in 2011. The Company's balance sheet at March 31, 2013, showed $5.28 million in total assets, $51.39 million in total liabilities, $53.89 million in redeemable convertible preferred stock, and a $99.99 million total stockholders' deficit. BDO USA, LLP, in San Jose, California, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2012, citing recurring losses from operations and net capital deficiency that, among other factors, raise substantial doubt about its ability to continue as a going concern. TAUPA LITHUANIAN: Regulator Closes Credit Union ----------------------------------------------- The Ohio Division of Financial Institutions has liquidated the Taupa Lithuanian Credit Union of Cleveland, Ohio, and appointed the National Credit Union Administration (NCUA) as liquidating agent. Member deposits are federally insured by the National Credit Union Share Insurance Fund up to $250,000. Administered by NCUA, the fund has the backing of the full faith and credit of the U.S. Government. NCUA's Asset Management and Assistance Center will issue correspondence to individuals holding verified share accounts in the credit union within one week. Members with additional questions about their insurance coverage may contact the center toll free at 877-715-0777 between 9 a.m. and 6 p.m., Eastern. Individuals may also visit the MyCreditUnion.gov website at any time for more information about their insurance coverage. The Division of Financial Institutions made the decision to liquidate Taupa Lithuanian Credit Union and discontinue its operations after determining the credit union had no prospect for restoring viable operations. Taupa Lithuanian Credit Union served 1,154 members and had assets of more than $23.6 million, according to the credit union's most recent Call Report. Chartered in 1984, Taupa Lithuanian served the Lithuanian community of Cleveland and Northeast Ohio. Taupa Lithuanian Credit Union is the eleventh federally insured credit union liquidation in 2013. TELETOUCH COMMUNICATIONS: Terminates Registration of Securities --------------------------------------------------------------- Teletouch Communications, Inc., filed post-effective amendments to its registration statements with the U.S. Securities and Exchange Commission relating to the registration of: (a) 20,499,001 shares of the Company's common stock for resale by selling shareholders which registration was declared effective on Nov. 1, 2011; (b) 32,000,999 shares of the Company's common stock for resale by selling shareholders which was declared effective on Nov. 3, 2011; (c) 1,000,000 shares of the Company's common stock under the 1994 Stock Option and Appreciation Rights Plan; and (d) 10,000,000 shares of the Company's common stock under the 2002 Stock Option and Appreciation Rights Plan. The Company has terminated all offerings of the Securities pursuant to the Registration Statements. About Teletouch Teletouch Communications, Inc., offers a comprehensive suite of wireless telecommunications solutions, including cellular, two-way radio, GPS-telemetry and wireless messaging. Teletouch is an authorized provider of AT&T (NYSE: T) products and services (voice, data and entertainment) to consumers, businesses and government agencies, as well as an operator of its own two-way radio network in Texas. Recently, Teletouch entered into national agency and distribution agreements with Sprint (NYSE: S) and Clearwire (NASDAQ: CLWR), providers of advanced 4G cellular network services. Teletouch operates a chain of 26 retail and agent stores under the "Teletouch" and "Hawk Electronics" brands, in conjunction with its direct sales force, customer care (call) centers and various retail eCommerce Web sites including: http://www.hawkelectronics.com/and http://www.hawkexpress.com/ Through its wholly-owned subsidiary, Progressive Concepts, Inc., Teletouch operates a national distribution business, PCI Wholesale, primarily serving large cellular carrier agents and rural carriers, as well as auto dealers and smaller consumer electronics retailers, with product sales and support available through http://www.pciwholesale.com/and http://www.pcidropship.com/among other B2B oriented Web sites. BDO USA, LLP, in Houston, Texas, issued a "going concern" qualification on the consolidated financial statement for the year ended May 31, 2012. The independent auditors noted that the Company has increasing working capital deficits, significant current debt service obligations, a net capital deficiency along with current and predicted net operating losses and negative cash flows which raise substantial doubt about its ability to continue as a going concern. For the nine months ended Feb. 28, 2013, the Company incurred a net loss of $622,000 on $14.94 million of total operating revenues, as compared with net income of $4 million on $19.02 million of total operating revenues for the nine months ended Feb. 29, 2012. The Company's balance sheet at Feb. 28, 2013, showed $10.38 million in total assets, $16.91 million in total liabilities and a $6.53 million total shareholders' deficit. THERMOENERGY CORP: Board OKs By-Laws Amendment ---------------------------------------------- ThermoEnergy Corporation's Board of Directors approved an amendment and restatement of the Company's By-Laws, effective immediately. The amendment and restatement effects these changes to the Company's By-Laws: (i) Changing the date of the annual meeting of the Company's stockholders from the second Tuesday of February to the second Tuesday of November in each year; (ii) Changing references in Article 2 from "Series B Directors" to "Series B/C Directors" and providing that Series B/C Directors will be elected by, and may be removed only by, the holders of the Company's Series B Convertible Preferred Stock, the Company's Series B-1 Convertible Preferred Stock and the Company's Series C Convertible Preferred Stock (voting together as a single class), to implement identical provisions for the election and removal of Directors set forth in an Amendment to the Company's Certificate of Incorporation approved by the Company's stockholders on March 20, 2013; (iii) Re-designating Articles 5, 6 and 7 as Articles 7, 5 and 8, respectively; and (iv) Adding a new Article 6 that provides that, unless the Company consents in writing to the selection of an alternative forum, the state and federal courts in the State of Delaware will be the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of the Corporation, (ii) any action asserting a claim of breach of a fiduciary duty owed by any director, officer or other employee of the Corporation to the Corporation or the Corporation's stockholders, (iii) any action asserting a claim arising pursuant to any provision of the Delaware General Corporation Law, or (iv) any action asserting a claim governed by the internal affairs doctrine, in each case subject to the court's having personal jurisdiction over the indispensible parties named as defendants. A Article 6 further provides that any person or entity purchasing or otherwise acquiring any interest in shares of the Company's capital stock is deemed to have notice of, and consented to, the foregoing provision. A copy of the Amended and Restated By-Laws is available at: http://is.gd/eS487A About ThermoEnergy Corporation Little Rock, Ark.-based ThermoEnergy Corporation is a clean technologies company engaged in the worldwide development of advanced municipal and industrial wastewater treatment systems and carbon reducing clean energy technologies. The Company incurred a net loss of $7.38 million for the year ended Dec. 31, 2012, as compared with a net loss of $17.38 million on $5.58 million of revenue in 2011. The Company's balance sheet at March 31, 2013, showed $5.93 million in total assets, $17.46 million in total liabilities and a $11.52 million total stockholders' deficiency. Grant Thornton LLP, in Westborough, Massachusetts, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2012. The independent auditors noted that the Company incurred a net loss of $7,382,000 during the year ended Dec. 31, 2012, and, as of that date, the Company's current liabilities exceeded its current assets by $7,094,000 and its total liabilities exceeded its total assets by $10,611,000. These conditions, among other factors, raise substantial doubt about the Company's ability to continue as a going concern. TIN MAN SNACKS: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------- Debtor: Tin Man Snacks, LLC 351 Harrod Blvd. Dayton, NJ 08810 Bankruptcy Case No.: 13-25626 Chapter 11 Petition Date: July 17, 2013 Court: United States Bankruptcy Court District of New Jersey (Trenton) Judge: Kathryn C. Ferguson Debtor's Counsel: David H. Stein, Esq. WILENTZ, GOLDMAN & SPITZER, P.A. 90 Woodbridge Center Drive, P.O. Box 10 Woodbridge, NJ 07095 Tel: (732) 636-8000 Fax: (732) 855-6117 E-mail: dstein@wilentz.com Estimated Assets: $100,001 to $500,000 Estimated Debts: $1,000,001 to $10,000,000 A list of the Company's 20 largest unsecured creditors, filed together with the petition, is available for free at http://bankrupt.com/misc/njb13-25626.pdf The petition was signed by Vincent Mastria, managing member. TOBY-O INC: Case Summary & 10 Unsecured Creditors ------------------------------------------------- Debtor: Toby-O Inc. dba Holistic Animal Care dba Azmira Holistic Animal Care dba Carefree Vet dba Azmira Animal Nutrition dba Carefree Pet 6781 E Outlook Dr Tucson, AZ 85756 Bankruptcy Case No.: 13-12239 Chapter 11 Petition Date: July 17, 2013 Court: United States Bankruptcy Court District of Arizona (Tucson) Judge: Eileen W. Hollowell Debtor's Counsel: Eric Slocum Sparks, Esq. ERIC SLOCUM SPARKS PC 110 S Church Ave #2270 Tucson, AZ 85701 Tel: (520) 623-8330 Fax: (520) 623-9157 E-mail: law@ericslocumsparkspc.com Scheduled Assets: $1,286,155 Scheduled Liabilities: $2,181,724 A copy of the Company's list of its 10 largest unsecured creditors, filed together with the petition, is available for free at http://bankrupt.com/misc/azb13-12239.pdf The petition was signed by Marcy Merin, president. TRANSGENOMIC INC: AMH Equity Held 5.7% Equity Stake at July 17 -------------------------------------------------------------- In a Schedule 13G filing with the U.S. Securities and Exchange Commission, AMH Equity LLC and Leviticus Partners, L.P., disclosed that as of July 15, 2013, they beneficially owned 5,000,000 shares of common stock of Transgenomic Inc. representing 5.7 percent of the shares outstanding. AMH Equity and Leviticus previously reported beneficial ownership of 4,352,125 common shares or 4.9 percent equity stake as of June 4, 2013. A copy of the amended regulatory filing is available for free at http://is.gd/Df7F0A About Transgenomic Transgenomic, Inc. -- http://www.transgenomic.com/-- is a global biotechnology company advancing personalized medicine in cardiology, oncology, and inherited diseases through its proprietary molecular technologies and world-class clinical and research services. The Company is a global leader in cardiac genetic testing with a family of innovative products, including its C-GAAP test, designed to detect gene mutations which indicate cardiac disorders, or which can lead to serious adverse events. Transgenomic has three complementary business divisions: Transgenomic Clinical Laboratories, which specializes in molecular diagnostics for cardiology, oncology, neurology, and mitochondrial disorders; Transgenomic Pharmacogenomic Services, a contract research laboratory that specializes in supporting all phases of pre-clinical and clinical trials for oncology drugs in development; and Transgenomic Diagnostic Tools, which produces equipment, reagents, and other consumables that empower clinical and research applications in molecular testing and cytogenetics. Transgenomic believes there is significant opportunity for continued growth across all three businesses by leveraging their synergistic capabilities, technologies, and expertise. The Company actively develops and acquires new technology and other intellectual property that strengthens its leadership in personalized medicine. Transgenomic incurred a net loss of $8.32 million in 2012, a net loss of $9.78 million in 2011 and a net loss of $3.13 million in 2010. The Company's balance sheet at March 31, 2013, showed $41.39 million in total assets, $17.32 million in total liabilities and $24.06 million in stockholders' equity. Forbearance Agreement On Feb. 7, 2013, the Company entered into a Forbearance Agreement with Dogwood Pharmaceuticals, Inc., a wholly owned subsidiary of Forest Laboratories, Inc., and successor-in-interest to PGxHealth, LLC, with an effective date of Dec. 31, 2012. In December 2012, the Company commenced discussions with the Lender to defer the payment due on Dec. 31, 2012, until March 31, 2013. As of Dec. 31, 2012, an aggregate of $1.4 million was due and payable under the Note by Transgenomic, and non-payment would constitute an event of default under the Note and that certain Security Agreement, dated as of Dec. 29, 2010, entered into between Transgenomic and PGX. Pursuant to the Forbearance Agreement, the Lender agreed, among other things, to forbear from exercising its rights and remedies under the Note and the Security Agreement as a TRANS-LUX CORP: Unit Sells Accounts Receivable to Prestige ---------------------------------------------------------- Trans-Lux Corporation's subsidiary, Trans-Lux Midwest Corporation entered into a Purchase and Sale Agreement with Prestige Capital Corporation, in order to provide financing to the Company. Under the Agreement, Midwest will sell certain account receivables to Prestige. Prestige will advance 75 percent of the face value of the Accounts to Midwest, up to a maximum advance of $2.5 million, with the remainder to be credited to Midwest upon final collection at a discount fee based on the number of days those Accounts remain outstanding. Under the Agreement, Midwest has granted to Prestige a continuing security interest in and lien upon all accounts and property of Midwest at any time in Prestige's possession. The Agreement is for a one year term, and thereafter automatically extends for successive one year periods unless cancelled by either party upon 60 days notice. The Agreement may also be terminated earlier by Prestige upon 60 days prior notice to Midwest, or by Prestige in the event of a breach of the Agreement or upon the insolvency of Midwest or the Company. Upon the termination of the Agreement in the event of a breach or insolvency event, all of Midwest's obligations to Prestige will be immediately due and payable. In the event Midwest wishes to terminate the Agreement during the term of the Agreement, Midwest must pay an early termination fee equal to $7,500 per month for each month remaining under any applicable term, however, Prestige has agreed to waive that termination fee in the event Midwest terminates the Agreement at any time after the initial six months of the term of the Agreement. The Company has guaranteed Midwest's obligations under the Agreement pursuant to a Guaranty executed by the Company as of July 12, 2013. On July 12, 2013, net proceeds of approximately $658,000 were received from Prestige. The funds were used to make a payment to the Company's Pension Plan and for working capital purposes. A copy of the Purchase and Sale Agreement is available at: http://is.gd/i8juE1 About Trans-Lux Corporation Norwalk, Conn.-based Trans-Lux Corporation (NYSE Amex: TLX) is a designer and manufacturer of digital signage display solutions for the financial, sports and entertainment, gaming and leasing markets. For the year ended Dec. 31, 2012, the Company incurred a net loss of $1.36 million on $23.02 million of total revenues, as compared with a net loss of $1.41 million on $23.75 million of total revenues during the prior year. As of March 31, 2013, the Company had $20 million in total assets, $18.31 million in total liabilities and $1.69 million in total stockholders' equity. "Our independent registered public accounting firm has issued an opinion on our consolidated financial statements that states that the consolidated financial statements were prepared assuming we will continue as a going concern and further states that the continuing losses and uncertainty regarding the ability to make the required minimum funding contributions to the pension plan as well as the sinking fund payments on the Debentures and the principal and interest payments on the Notes and the Debentures raises substantial doubt about our ability to continue as a going concern. As a result, if the Company is unable to (i) obtain additional liquidity for working capital, (ii) make the required minimum funding contributions to the pension plan and (iii) make the required principal and interest payments on the Notes and Debentures, there would be a significant adverse impact on the financial position and the operating results of the Company," according to the Company's annual report for the year ended Dec. 31, 2012. TRENDSET INC: Files Schedules of Assets and Liabilities ------------------------------------------------------- Trendset, Inc., has filed with the U.S. Bankruptcy Court for District of South Carolina its schedules of assets and liabilities, disclosing: Name of Schedule Assets Liabilities ---------------- ----------- ----------- A. Real Property $0 B. Personal Property $5,858,667 C. Property Claimed as Exempt D. Creditors Holding Secured Claims $675,969 E. Creditors Holding Unsecured Priority Claims $9,564 F. Creditors Holding Unsecured Non-priority Claims $68,212,533 ----------- ----------- TOTAL $5,858,667 $68,898,068 A copy of the schedules is available for free at http://bankrupt.com/misc/TRENDSET_INC_sal.pdf About Trendset, Inc. Trendset, Inc., is a pre-audit and freight payment services company, offering services to customers using carriers to deliver products. Trendset, Inc., was the subject of an involuntary Chapter 11 petition (Bankr. D. S.C. Case No. 13-02225) filed on April 15, 2013. Rory D. Whelehan, Esq., at Womble Carlyle Sandridge & Rice, LLP, serves as counsel to the alleged creditors. Creditors who signed the Chapter 11 petition are Husqvarna Professional Products, Inc., (owed $5,782,524), Legrand North America, Inc. (owed $4,642,653) and DH Business Services, LLC (owed $3,883,360). On April 26, 2013, the Court signed off on an agreed order for relief in the Involuntary Petition and directed the appointment of a Chapter 11 trustee. The Petitioning Creditors and the U.S. Trustee had filed motions seeking appointment of a Chapter 11 trustee for the Debtor. Katie Goodman was later appointed as Chapter 11 trustee. According to Judy A. Robbins, the U.S. Trustee for Region 4, Ms. Goodman is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. Joseph V. Pegnia and Curtos S. Friedberg at GGG Partners serve as the Chapter 11 trustee's financial advisor. McNair Law Firm, P.A., represents the Chapter 11 trustee as counsel. Meanwhile, on May 2, 2013, the Court authorized the appointment of The Finley Group, Inc. as the Debtor's chief restructuring officer to exercise authority and responsibility for the conduct of the affairs of the Debtor in the ordinary course of business until the appointment of the Chapter 11 trustee. Finley's Matthew W. Smith, Jr., Jay F. Kilkenny and Ryan Blackmon worked on the case. The Court also approved the employment of McCarthy Law Firm, LLC as counsel for the Debtor through Finley. The firm's attorneys involved in the case were G. William McCarthy, Jr., Esq., and Daniel J. Reynolds, Jr., Esq.. On June 5, W. Clarkson McDow, Jr., the U.S. Trustee for Region 4, advised the Court he failed to appoint an unsecured creditors' committee due to lack of interest. TWIN DEVELOPMENT: Claims Bar Date Set for Aug. 30 ------------------------------------------------- The Bankruptcy Court has set Aug. 8, 2013, as the deadline for creditors to file proofs of claim in the Chapter 11 case of Twin Development, LLC. 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 liabilities $38,027,600. UNI-PIXEL INC: Sets Q2 2013 Conference Call for August ------------------------------------------------------ UniPixel, Inc., will hold a conference call on Thursday, Aug. 8, 2013, at 4:30 p.m. Eastern time to discuss the second quarter ended June 30, 2013. Financial results will be issued in a press release prior to the call. UniPixel President and CEO Reed Killion and CFO Jeff Tomz will host the presentation, followed by a question and answer period. The call will be webcast live here, as well as via a link in the Investors section of the Company's Web site at www.unipixel.com/investors. Webcast participants will be able to submit a question to management via the webcast player. Date: Thursday, Aug. 8, 2013 Time: 4:30 p.m. Eastern time (3:30 p.m. Central time) Webcast: http://public.viavid.com/index.php?id=105272 To participate in the conference call via telephone, dial 1-480- 629-9712 and provide the conference name or conference ID 4629606. Please call the conference telephone number 5-10 minutes prior to the start time so the operator can register your name and organization. If you have any difficulty with the webcast or connecting to the call, please contact Liolios Group at 1-949-574-3860. A replay of the call will be available after 7:30 p.m. Eastern time on the same day through Sept. 8, 2013, via the same link above, or by dialing 1-858-384-5517 and entering replay ID 4629606. About Uni-Pixel Inc. The Woodlands, Tex.-based Uni-Pixel, Inc. (OTC BB: UNXL) -- http://www.unipixel.com/-- is a production stage company delivering its Clearly Superior(TM) Performance Engineered Films to the Lighting & Display, Solar and Flexible Electronics market segments. Uni-Pixel incurred a net loss of $9.01 million in 2012, as compared with a net loss of $8.56 million in 2011. The Company's balance sheet at March 31, 2013, showed $19.40 million in total assets, $693,193 in total liabilities and $18.71 million in total shareholders' equity. "As of December 31, 2012, we had a cash balance of approximately $13.0 million and working capital of $12.8 million. We project that current cash reserves will sustain our operations through at least December 31, 2013, and we are not aware of any trends or potential events that are likely to adversely impact our short term liquidity through this term. We expect to fund our operations with our net product revenues from our commercial products, cash and cash equivalents supplemented by proceeds from equity or debt financings, and loans or collaborative agreements with corporate partners, each to the extent necessary," according to the Company's annual report for the year ended Dec. 31, 2012. UNITEK GLOBAL: Inks $75 Million Revolving Credit Facility --------------------------------------------------------- UniTek Global Services, Inc., entered into a Revolving Credit and Security Agreement, dated as of July 10, 2013, with Apollo Investment Corporation, as agent for the lenders under the Revolving Credit Agreement. The Revolving Credit Agreement provides for a $75,000,000 revolving credit facility. Availability under the Revolving Loan is tied to a borrowing base that is calculated based on a percentage of eligible receivables, less the maximum amount of all undrawn letters of credit, less those reserves as the agent may reasonably deem necessary, plus an amount not to exceed the "Additional Borrowing Base Amount". The "Additional Borrowing Base Amount" will mean (i) from July 10, 2013, through Oct. 31, 2013, an amount equal to $30,000,000, (ii) from Nov. 1, 2013, through and including Nov. 30, 2013, an amount equal to $25,000,000 and (iii) thereafter, an amount equal to $20,000,000. The Revolving Loan may be used for general business purposes and matures on April 15, 2016. UniTek and its subsidiaries that are co-borrowers under the Revolving Credit Agreement may draw on the Revolving Loan and repay amounts borrowed in unlimited repetition up to the maximum allowed amount so long as no event of default has occurred and is continuing. The interest rate on the Revolving Loan is LIBOR (subject to a 1 percent floor) plus a margin of between 4.75 percent and 5.25 percent. The Revolving Loan is subject to a commitment fee of 2.0 percent on the average daily unpaid balance of revolving advances plus the maximum undrawn amount of all outstanding letters of credit. As part of UniTek's debt refinancing UniTek terminated its Revolving Credit and Security Agreement with PNC Bank, N.A, as collateral agent and as administrative agent, dated as of April 15, 2011. All outstanding amounts owed by UniTek and its subsidiaries under the 2011 Revolving Credit Agreement were re- paid in full and all corresponding security interests under the 2011 Revolving Credit Agreement were released. A copy of the Form 8-K is available for free at: http://is.gd/Cqup0a About UniTek Global UniTek Global Services, Inc., based in Blue Bell, Pennsylvania, provides fulfillment and infrastructure services to media and telecommunication companies in the United States and Canada. As reported by the TCR on June 11, 2013, Standard & Poor's Ratings Services lowered its corporate credit rating on Blue Bell, Pa.- based UniTek Global Services Inc. to 'D' from 'CCC'. "The downgrade follows UniTek's announcement that it did not make a scheduled interest payment on May 29, 2013, on its senior secured term loan due 2018, which we consider to be a default under our timeliness of payments criteria," said Standard & Poor's credit analyst Michael Weinstein. In the June 18, 2013, edition of the TCR, Moody's Investors Service has withdrawn all ratings of UniTek Global Service, Inc. including the Ca Corporate Family Rating and Ca-PD/LD Probability of Default Rating. Moody's has withdrawn the rating because it believes it has insufficient or otherwise inadequate information to support the maintenance of the rating. UNITEK GLOBAL: Standstill Period Extended Until July 26 ------------------------------------------------------- UniTek Global Services, Inc., entered into an amendment to the forbearance agreement with certain lenders under its Term Credit Agreement dated April 15, 2011. The Amendment extends through July 26, 2013, the termination of the standstill period contained in the Forbearance Agreement. In addition to extending the termination of the standstill period, the Company and the Term Lenders have agreed pursuant to the Forbearance Amendment to prepare and execute, prior to July 26, 2013, an amendment to the Term Credit Agreement upon terms and conditions set forth in a term sheet attached to the Forbearance Amendment. The Term Amendment will contain a waiver by the Term Lenders of all existing defaults and events of default. The Term Amendment will modify the affirmative covenants that govern the delivery of financial statements and other financial information, and will make modifications to certain negative covenants including the covenants restricting the incurrence of capital lease obligations, liens and the making of payments and investments. The Term Amendment will amend the "ECF Percentage" to provide for 75 percent of Excess Cash Flow for each fiscal year (currently 50 percent), with a step-down to 50 percent (currently 25 percent) if the Consolidated Leverage Ratio on the last day of that fiscal year is not greater than 2.50:1.00. Excess cash flow payments will be limited to the extent any such payment would cause the Company to have "Undrawn Availability" of less than $5,000,000 or, as to the Excess Cash Flow based on fiscal year 2013, not have the minimum availability required under the DirectTV rescission letter. The amended term loans will continue to mature on April 15, 2018, and will bear monthly interest payable in cash at a rate equal either to LIBOR (with a 1.50 percent floor) plus 9.50 percent or the prime rate plus 8.50 percent, plus, in either case, an amount to be added to the principal balance of the term loan at an annual rate equal to 4.00 percent of the outstanding balance. The lenders will receive warrants, exercisable at $0.01 per share, for shares of the Company's common stock equal to 19.99 percent of the shares outstanding prior to the date of the Term Amendment. The lenders will receive a waiver and amendment fee, to be added to the principal balance of the term loan, equal to 2.00 percent of the outstanding loan balance, of which 0.50 percent has accrued upon the signing of the Forbearance Amendment. Cerberus Business Finance, LLC, serves as administrative agent under the Term Credit Agreement. UniTek Global previously entered into the Forbearance Agreement, dated April 30, 2013. This Forbearance Agreement was amended on June 3, 2013, and June 7, 2013. A copy of the Forbearance Agreement Amendment is available at: http://is.gd/lcO8K3 About UniTek Global UniTek Global Services, Inc., based in Blue Bell, Pennsylvania, provides fulfillment and infrastructure services to media and telecommunication companies in the United States and Canada. As reported by the TCR on June 11, 2013, Standard & Poor's Ratings Services lowered its corporate credit rating on Blue Bell, Pa.- based UniTek Global Services Inc. to 'D' from 'CCC'. "The downgrade follows UniTek's announcement that it did not make a scheduled interest payment on May 29, 2013, on its senior secured term loan due 2018, which we consider to be a default under our timeliness of payments criteria," said Standard & Poor's credit analyst Michael Weinstein. In the June 18, 2013, edition of the TCR, Moody's Investors Service has withdrawn all ratings of UniTek Global Service, Inc. including the Ca Corporate Family Rating and Ca-PD/LD Probability of Default Rating. Moody's has withdrawn the rating because it believes it has insufficient or otherwise inadequate information to support the maintenance of the rating. USA BROADMOOR: Files Schedules of Assets and Liabilities -------------------------------------------------------- USA Broadmoor, LLC, has filed with the U.S. Bankruptcy Court for Middle District of Florida, Tampa Division its schedules of assets and liabilities, disclosing: Name of Schedule Assets Liabilities ---------------- ----------- ----------- A. Real Property $10,753,600 B. Personal Property $465,690 C. Property Claimed as Exempt D. Creditors Holding Secured Claims $10,755,951 E. Creditors Holding Unsecured Priority Claims $5,028 F. Creditors Holding Unsecured Non-priority Claims $344,887 ----------- ----------- TOTAL $11,219,290 $11,105,867 A copy of the schedules is available for free at http://bankrupt.com/misc/USA_BROADMOOR_sal.pdf About USA Broadmoor USA Broadmoor, LLC, filed a Chapter 11 petition (Bankr. M.D. Fla. Case No. 13-04880) on April 16, 2013. The petition was signed by Hugh L. Caraway, chief executive officer of Internacional Realty, Inc., member. The Debtor estimated assets and debts of at least $10 million, respectively. Judge Michael G. Williamson presides over the case. The Debtor is represented Stichter Riedel Blain & Prosser, P.A. VISUAL MANAGEMENT: Intelligent Digital Summary Judgment Bid Nixed ----------------------------------------------------------------- The case INTELLIGENT DIGITAL SYSTEMS, LLC v. BEAZLEY INSURANCE COMPANY, INC. No. 12-CV-1209 (ADS)(GRB) (E.D.N.Y.), arises from an insurance contract dispute between the Defendant Beazley Insurance Company, Inc. and the Plaintiffs Intelligent Digital Systems, LLC (IDS); Russ & Russ PC Defined Benefit Pension Plan (the Plan); and Jay Edmond Russ, all individually and as assignees of Jack Jacobs, Robert Moe, Michael Ryan and Martin McFeely. The Plaintiffs seek judgment directing the Defendant to indemnify their insureds, Jack Jacobs, Robert Moe, Michael Ryan and Martin McFeely under the Defendant's Directors, Officers and Company Liability Insurance Policy that was issued to Visual Management Systems, Inc. and its officers and directors. They also seek judgment directing the Defendant to pay the sums owed by each of the Insureds to the Plaintiffs, arising from the action entitled Intelligent Digital Systems, LLC, et al. v. Visual Management Systems, Inc. et al., E.D.N.Y. Case No. 09-CV-0974 (the Underlying Action). On November 27, 2012, the New York Court issued an Order converting the Defendant's motion to dismiss under Fed. R. Civ. P. 12(b)(6) to a motion for summary judgment under Fed. R. Civ. P. 56. The Defendant now moves for reconsideration of the Order pursuant to Local Civil Rule 6.3. In a July 3, 2013 Order available at http://is.gd/eYKyIVfrom Leagle.com, the Court denies the Defendant's motion. The Plaintiffs are represented by David P. Rosenthal, Esq., of Massapequa, NY, and Ira Levine, Esq., of Great Neck. The Defendant is represented by Christopher M. Strongosky, Esq., of DLA Piper US LLP. Visual Management Systems, Inc. filed a Chapter 11 petition in the U.S. Bankruptcy Court for the District of New Jersey on Nov. 8, 2010. On November 21, 2011, the case was converted to a Chapter 7 liquidation. VALENCE TECHNOLOGY: Plan Filing Period Extended Until Oct. 7 ------------------------------------------------------------ The U.S. Bankruptcy Court for the Western District of Texas has granted Valence Technology, Inc.'s fourth expedited motion to extend the Debtor's exclusive periods to file and obtain acceptances of a Chapter 11 Plan of Reorganization until Oct. 7, 2013, and Dec. 5, 2013, respectively. According to papers filed with the Court, the Debtor still needs additional time to obtain exit financing and to negotiate a consensual plan of reorganization with its pre-petition secured lender. Counsel for the Debtor can be reached at: Sabrina L. Streusand, Esq. G. James Landon, Esq. Seth E. Meisel, Esq. STREUSAND, LANDON & OZBURN, LLP 811 Barton Springs Road, Suite 81 Austin, TX 78704 Tel: (512) 236-9900 Fax: (512) 236-9904 About Valence Technology Valence Technology, Inc., filed a Chapter 11 petition (Bankr. W.D. Tex. Case No. 12-11580) on July 12, 2012, in its home-town in Austin. Founded in 1989, Valence develops lithium iron magnesium phosphate rechargeable batteries. Its products are used in hybrid and electric vehicles, as well as hybrid boats and Segway personal transporters. The Debtor disclosed debt of $82.6 million and assets of $31.5 million as of March 31, 2012. The Debtor disclosed $24,858,325 in assets and $78,520,831 in liabilities as of the Chapter 11 filing. Chairman Carl E. Berg and related entities own 44.4% of the shares. ClearBridge Advisors LLC owns 5.5%. Judge Craig A. Gargotta presides over the case. The Company is being advised by Sabrina L. Streusand, Esq., at Streusand, Landon & Ozburn, LLP, with respect to bankruptcy matters. The petition was signed by Robert Kanode, CEO. On Aug. 8, 2012, the U.S. Trustee for Region 7 appointed five creditors to serve on the Official Committee of Unsecured Creditors of the Debtor. Brinkman Portillo Ronk, PC, serves as its counsel. VIGGLE INC: Draws $3 Million Under Sillerman Credit Facility ------------------------------------------------------------ Viggle Inc. and Sillerman Investment Company II LLC, an affiliate of the Company's Executive Chairman and Chief Executive Officer, On March 11, 2013, entered into an amended and restated line of credit, pursuant to which the Company may, from time to time, draw on the New $25,000,000 Line of Credit in amounts of no less than $1,000,000. On July 11, 2013, the Company drew $3,000,000 under the New $25,000,000 Line of Credit. Following the July 11, 2013, draw, there is $8,000,000 available to be drawn under the New $25,000,000 Line of Credit. In accordance with the terms of the New $25,000,000 Line of Credit, the Company issued to SIC II in connection with that draw warrants to purchase 3,000,000 shares of the Company's Common Stock, par value $0.001 per share. These warrants will be exercisable at a price of $1.00 per share and will expire five years after issuance. The Company expects to record a stock-based compensation charge of approximately $1,393,000 relating to these warrants. The Board of Directors approved the transaction and the issuance of the warrants. About Viggle New York City-based Viggle Inc. is a loyalty marketing company. The Company has developed a loyalty program for television that gives people real rewards for checking into the television shows they are watching on most mobile operating system. Viggle users can redeem their points in the app's rewards catalog for items such as movie tickets, music, or gift cards. As reported in the TCR on Oct. 22, 2012, BDO USA, LLP, in New York City, expressed substantial doubt about Viggle's ability to continue as a going concern. The independent auditors noted that the Company has suffered recurring losses from operations and at June 30, 2012, has deficiencies in working capital and equity. VISION INDUSTRIES: Amends 2012 Form 10-K ---------------------------------------- Vision Industries Corp. has amended its annual report for the period ended Dec. 31, 2012. The amendment was filed to correct a filing error which caused no Statement of Income Interactive Data File to be displayed. All information and data was unchanged. A copy of the Form 10-K/A is available at http://is.gd/DIDnc2 About Vision Industries Long Beach, Cal.-based Vision Industries Corp. focuses its efforts in building Class 8 fuel cell electric vehicles (FCEV) used in drayage transportation. The Company's balance sheet at March 31, 2013, showed $1.4 million in total assets, $2.4 million in total liabilities, and a stockholders' deficit of $1 million. Vision Industries reported a net loss of $5.28 million on $26,545 of total revenue for the year ended Dec. 31, 2012, as compared with a net loss of $6.44 million on $764,157 of total revenue for the year ended Dec. 31, 2011. DKM Certified Public Accountants, in Clearwater, Florida, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2012. The independent auditors noted that the Company's cash and available credit are not sufficient to support its operations for the next year. Accordingly, management needs to seek additional financing that raises substantial doubt about its ability to continue as a going concern. VITESSE SEMICONDUCTOR: Rima Held 8.9% Equity Stake at June 28 ------------------------------------------------------------- In a Schedule 13G filing with the U.S. Securities and Exchange Commission, Rima Senvest Management, LLC, and its affiliates disclosed that as of June 28, 2013, they beneficially owned 4,820,330 shares of common stock of Vitesse Semiconductor Corporation representing 8.93 percent of the shares outstanding. A copy of the regulatory filing is available for free at: http://is.gd/ihFQrd About Vitesse Based in Camarillo, California, Vitesse Semiconductor Corporation (Pink Sheets: VTSS.PK) -- http://www.vitesse.com/-- designs, develops and markets a diverse portfolio of semiconductor solutions for Carrier and Enterprise networks worldwide. In October 2009, Vitesse completed a debt restructuring transaction that resulted in the conversion of 96.7% of the Company's 2024 Debentures into a combination of cash, common stock, Series B Preferred Stock and 2014 Debentures. With respect to the remaining 3.3% of the 2024 Debentures, Vitesse settled its obligations in cash. Additionally, Vitesse repaid $5.0 million of its $30.0 million Senior Term Loan, the terms of which were amended as part of the debt restructuring transactions. Vitesse incurred a net loss of $1.11 million in 2012, a net loss of $14.81 million in 2011, and a net loss of $20.05 million in 2010. The Company's balance sheet at March 31, 2013, showed $68.85 million in total assets, $80.96 million in total liabilities and a $12.10 million total stockholders' deficit. VUZIX CORP: Inks $200,000 Private Placement Financing ----------------------------------------------------- Vuzix Corporation had entered into definitive documents for the sale of a $200,000 16 percent senior secured convertible debenture, in a private placement transaction, pursuant to the terms of a securities purchase agreement with Hillair Capital Investments L.P. Repayment of the original principal amount of the Debenture is due as follows: * $50,000 on each of Feb. 1, 2014, May 1, 2014, and Aug. 1, 2014; and * $12,500 on each of Aug. 1, 2015, Aug. 1, 2016, Aug. 1, 2017, and March 21, 2018. The Debenture has a maturity date of March 21, 2018. The Debenture is convertible into common stock at an initial conversion price of $5.24 per share, subject to adjustment, and is secured by all the present and future assets of the Company and its subsidiaries pursuant to the security agreement, pledge agreement and subsidiary guaranty, each dated as of March 27, 2013. In addition, the Company also agreed to issue a warrant to Hillair to purchase up to 38,168 shares of the Company's common stock. The warrants have an exercise price of $5.24 per share and are exercisable from the date of issuance until March 21, 2018. The closing of the transaction was subject to approval of the TSX Venture Exchange, which was received on July 15, 2013, and satisfaction of customary closing conditions. Further details of the private placement financing is available for free at http://is.gd/j95aNw About Vuzix Corp. Rochester, New York-based Vuzix Corporation (TSX-V: VZX) OTC BB: VUZI) -- http://www.vuzix.com/-- is a supplier of Video Eyewear products in the defense, consumer and media & entertainment markets. Vuzix reported net income of $322,840 for the year ended Dec. 31, 2012, as compared with a net loss of $3.87 million during the prior year. The Company's balance sheet at March 31, 2013, showed $3.08 million in total assets, $10.14 million in total liabilities and a $7.05 million total stockholders' deficit. EFP Rotenberg, LLP, in Rochester, New York, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2012. The independent auditors noted that the Company has incurred substantial losses from operations in recent years. In addition, the Company is dependent on its various debt and compensation agreements to fund its working capital needs. The Company was not in compliance with its financial covenants under a senior secured debt holder and had other debts past due in some cases. These conditions raise substantial doubt about its ability to continue as a going concern. Bankruptcy Warning "We have engaged an investment banking firm to assist us with respect to a planned public stock offering of up to $15,000,000. Our future viability is dependent on our ability to execute these plans successfully. If we fail to do so for any reason, we would not have adequate liquidity to fund our operations, would not be able to continue as a going concern and could be forced to seek relief through a filing under U.S. Bankruptcy Code," the Company said in its annual report for the year ended Dec. 31, 2012. WAVE SYSTEMS: Amends 1.8MM Class A Shares Resale Prospectus ----------------------------------------------------------- Wave Systems Corp. has amended its Form S-3 registration statement relating to the resale by Cranshire Capital Master Fund, Ltd, and Anson Investments Master Fund, LP, of up to 1,204,820 shares of Wave's Class A common stock, par value $0.01 per share, and up to 602,410 shares of Wave's Class A common stock, par value $0.01 per share, issuable upon the exercise of warrants. The Company will not receive any proceeds from the sale of these shares of Class A common stock by the selling stockholders. In addition to the shares covered under this prospectus, the Company's securities are currently also subject to ongoing public distribution pursuant to a prospectus covering the resale of an aggregate of 5,267,374 shares of the Company's Class A common stock issued in connection with our acquisition of Safened, Ltd., on Sept. 22, 2011. In addition, an effective shelf registration statement on Form S-3 is on file with the Securities and Exchange Commission pursuant to which the Company may offer shares of its Class A common stock or preferred stock, warrants to purchase the Company's Class A common stock or preferred stock or any combination of some or all of these securities with an initial aggregate offering price of up to $30,000,000, of which the Company has utilized $25,471,108 in primary offerings through June 19, 2013, under which $4,528,892 remains available for future primary offerings. Wave's Class A common stock is traded on the Nasdaq Capital Market under the symbol "WAVX." The last reported sale price of the Company's Class A common stock on the Nasdaq Capital Market on June 18, 2013, was $0.43 per share. A copy of the Amended Form S-3 is available for free at: http://is.gd/EMQ2R2 About Wave Systems Lee, Massachusetts-based Wave Systems Corp. (NASDAQ: WAVX) -- http://www.wave.com/-- develops, produces and markets products for hardware-based digital security, including security applications and services that are complementary to and work with the specifications of the Trusted Computing Group, an industry standards organization comprised of computer and device manufacturers, software vendors and other computing products manufacturers. KPMG LLP, in Boston Massachusetts, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2012. The independent auditors noted that Wave Systems Corp. has suffered recurring losses from operations and has an accumulated deficit that raise substantial doubt about its ability to continue as a going concern. For the 12 months ended Dec. 31, 2012, the Company incurred a net loss of $33.96 million, as compared with a net loss of $10.79 million in 2011. The Company's balance sheet at March 31, 2013, showed $10.77 million in total assets, $22.19 million in total liabilities and a $11.42 million total stockholders' deficit. WENTWOOD BAYTOWN: Gen. Unsecured Claims to Recover 20% Under Plan ----------------------------------------------------------------- Wentwood Baytown, L.P., filed with the U.S. Bankruptcy Court for the Southern District of Texas a plan of reorganization and disclosure statement. The Plan provides for the division of claims of creditors into nine classes. Class 1 Attorneys/Professional Claims estimated at $48,000; Class 2 Taxing Authorities Claims estimated at about $77,000; Class 3 Governmental Units Claims; and Class 5 Mechanic's Liens Claims will be paid in full. Class 4 Secured Lender Claim will be paid in monthly installments with interest. Existing pre-payment terms continue unmodified, and monthly impounds for property insurance and property taxes will continue to be made. Class 6 General Unsecured Claims will be paid 20% of the allowed claim in cash, estimated to total about $24,000. Class 7 Unsecured Claims of $1,000 or less will have a 70% recovery, in cash. Class 8 Claims (Claims Not Secured by Lien or Security Interest and Not Subject to Setoff) will be deemed allowed, without setoff or counterclaim. Class 9 Allowed Equity Interest Holders will retain their interest. The Debtor is in the process of arranging funding for the Plan of Reorganization out of: (i) new equity (in the form of mandatory and non-mandatory cash calls on various limited partners); and (ii) collection of related party receivables. Total funding is estimated to be approximately $1.2 million. The funding is inclusive of a $550,000 capital improvement fund; about $342,000 in outstanding lender payments; and $150,000 in lender legal costs. A hearing will be convened on July 24, 2013, at 3:00 p.m. to consider the adequacy of the Disclosure Statement. A full-text copy of the Disclosure Statement dated June 14, 2013, is available for free at: http://bankrupt.com/misc/WENTWOOD_DSJun14.PDF About Wentwood Baytown, L.P. Wentwood Baytown, L.P., filed a Chapter 11 petition in Houston, Texas (Bankr. S.D. Tex. Case No. 13-32151) on April 9. The petition was signed by Gary M. Gray as president of general partner. The Debtor estimated assets and debts of at least $10 million. Judge Letitia Z. Paul presides over the case. The Debtor is represented by Matthew Hoffman, Esq., at Law Offices of Matthew Hoffman, P.C. The Debtor, which also uses the names Marina Club Apartments, Briarwood Apartments, and The Dickinson Arms, owns properties in Bayton and Dickinson, Texas. The Debtor disclosed $14,599,753 in assets and $14,813,172 in liabilities as of the Chapter 11 filing. Judy A. Robbins, U.S. Trustee for Region 7, has notified the Bankruptcy Court that she was unable to obtain a sufficient number of eligible creditors interested in serving on the official committee of unsecured creditors and has therefore been unable to appoint a proper committee in the case. WENTWOOD BAYTOWN: Can Use Cash Collateral Through Sept. 30 ---------------------------------------------------------- The Hon. Jeff Bohm of the U.S. Bankruptcy Court for the Southern District of Texas signed off on a stipulation authorizing Wentwood Baytown, L.P.'s continued interim access to cash collateral until Sept. 30, 2013. The Debtor may use the Cash Collateral to pay the actual and necessary property operating expenses in accordance with an operating budget for each of three apartment developments, a copy of such budget is available for free at: http://bankrupt.com/misc/WENTWOOD_CCBudgettruSept2013.pdf In no event will the Cash Collateral be used to pay any prepetition debts or obligations of the Debtor. The Debtor entered the stipulation with CW Capital Asset Management LLC, who serves as special servicer for U.S. Bank N.A., as trustee for the registered holders of ML-CFC Commercial Mortgage Trust 2006-2, Commercial Mortgage Pass-Through Certificates, Series 2006-2. As adequate protection from any diminution in value of the lender's collateral, the Debtor will grant the lender replacement liens in all tangible and intangible real and personal property acquired, and a superpriority administrative expense claim status. Frederick W. H. Carter, Esq., of VENABLE LLP, as well as Karl D. Burrer, Esq. and Arsalan Muhammad, Esq. of HAYNES AND BOONE LLP represent the ML-CFC Trust. About Wentwood Baytown, L.P. Wentwood Baytown, L.P., filed a Chapter 11 petition in Houston, Texas (Bankr. S.D. Tex. Case No. 13-32151) on April 9. The petition was signed by Gary M. Gray as president of general partner. The Debtor estimated assets and debts of at least $10 million. Judge Letitia Z. Paul presides over the case. The Debtor is represented by Matthew Hoffman, Esq., at Law Offices of Matthew Hoffman, P.C. The Debtor, which also uses the names Marina Club Apartments, Briarwood Apartments, and The Dickinson Arms, owns properties in Bayton and Dickinson, Texas. The Debtor disclosed $14,599,753 in assets and $14,813,172 in liabilities as of the Chapter 11 filing. Judy A. Robbins, U.S. Trustee for Region 7, has notified the Bankruptcy Court that she was unable to obtain a sufficient number of eligible creditors interested in serving on the official committee of unsecured creditors and has therefore been unable to appoint a proper committee in the case. WENTWOOD BAYTOWN: Can Borrow $107,325 in Unsecured Funds -------------------------------------------------------- Judge Jeff Bohm authorized Wentwood Baytown, L.P., to borrow unsecured funds of $107,325 in order to maintain commercial property insurance of the Marina Club, Briarwood, and Dickinson Arms properties, and continue its ordinary course of business operations. About Wentwood Baytown, L.P. Wentwood Baytown, L.P., filed a Chapter 11 petition in Houston, Texas (Bankr. S.D. Tex. Case No. 13-32151) on April 9. The petition was signed by Gary M. Gray as president of general partner. The Debtor estimated assets and debts of at least $10 million. Judge Letitia Z. Paul presides over the case. The Debtor is represented by Matthew Hoffman, Esq., at Law Offices of Matthew Hoffman, P.C. The Debtor, which also uses the names Marina Club Apartments, Briarwood Apartments, and The Dickinson Arms, owns properties in Bayton and Dickinson, Texas. The Debtor disclosed $14,599,753 in assets and $14,813,172 in liabilities as of the Chapter 11 filing. Judy A. Robbins, U.S. Trustee for Region 7, has notified the Bankruptcy Court that she was unable to obtain a sufficient number of eligible creditors interested in serving on the official committee of unsecured creditors and has therefore been unable to appoint a proper committee in the case. WESTFIELD PLAZA: Case Summary & 6 Largest Unsecured Creditors ------------------------------------------------------------- Debtor: Westfield Plaza, LLC 9305 S. Octavia Ave. Bridgeview, IL 60455 Bankruptcy Case No.: 13-28312 Chapter 11 Petition Date: July 15, 2013 Court: United States Bankruptcy Court Northern District of Illinois (Chicago) Judge: Timothy A. Barnes Debtor's Counsel: Matthew E. McClintock, Esq. GOLDSTEIN & MCCLINTOCK LLLP 208 South LaSalle Street Suite 1750 Chicago, IL 60604 Tel: (312) 337-7700 E-mail: mattm@restructuringshop.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 together with the petition, is available for free at http://bankrupt.com/misc/ilnb13-28312.pdf The petition was signed by Amin Ijbara, manager. WESTINGHOUSE SOLAR: Cancels Merger Agreement with CBD Energy ------------------------------------------------------------ Westinghouse Solar, Inc., terminated its merger agreement with CBD Energy Limited, effective July 18, 2013, given the continued delays and uncertainty of whether and when the closing conditions for the merger will be satisfied. The Company entered into an Agreement and Plan of Merger, dated May 7, 2012, with CBD Energy. The parties entered amended the Merger Agreement to extend the "Outside Date" relating to termination rights under the Merger Agreement from Oct. 31, 2012, to Jan. 31, 2013, subject to additional extensions. Subsequent to March 31, 2013, the termination of the Merger Agreement does not occur automatically, but it can be terminated unilaterally by either party, upon notice to the other. The Company had originally targeted completion of the Merger during the third quarter of 2012, however the target date for completion has been repeatedly delayed, and the necessary registration statement has yet to be completed and filed. The uncertainty has resulted in a disruption in the Company's supply relationships, leading to a significant decline in the Company's revenue and the implementation by the Company of significant cost reductions including the layoff of employees. The Company is now committed to focus its attention on rebuilding its core business, expanding its current product offerings and exploring strategic opportunities. In the coming weeks, the Company intends to file a preliminary proxy statement providing notice for an annual meeting to be held in September 2013. At the annual meeting, routine proposals including the director slate and ratification of independent certified public accountants will be presented for shareholder vote. Additional proposals will be presented for shareholder vote including to change in the name of the Company and to increase the Company's authorized common shares to provide necessary working capital to rebuild its core business and expand its current product offerings, fulfill contractual obligations with respect to existing convertible securities and provide financial flexibility to restructure and explore strategic opportunities. Robert F. Kennedy, Jr., tendered his resignation as a director of Westinghouse Solar, Inc. effective July 15, 2013. Mr. Kennedy has served on the Company's Board of Directors since December 2011 and served on the Company's Board of Advisors from July 2010 through December 2011. The Company is grateful for his service and contributions. Breach Under License Agreement On May 17, 2010, the Company entered into an exclusive worldwide license agreement with Westinghouse Electric that permits it to manufacture, distribute and market our solar panels under the Westinghouse name. Since July 22, 2010, the Company has been operating under the name "Westinghouse Solar". Minimum payments due under the license agreement were $750,000 for the year ending Dec. 31, 2012, and are $1 million for the year ending Dec. 31, 2013. The Company is currently past due for license fee payments of $382,500 related to 2012 and $250,000 for the first quarter ended 2013. An additional $250,000 minimum license fee payment related to the second quarter ended 2013 is due on July 31, 2013. On July 15, 2013, Westinghouse Electric notified the Company that a breach of contract notice will be issued on July 22, 2013, due to the non-payment of past due license fees. Due to the Company's limited resources, it is unlikely that payment will be made for past due license fees within the thirty-day cure period which will result in the termination of the license agreement. Upon the termination of the license agreement, the Company must immediately discontinue any and all use of the Westinghouse name and marks but will be permitted to sell remaining products containing the Westinghouse marks within a six month period. Although the Company has valued its relationship with Westinghouse, it does not believe that the termination of the license agreement will have a material adverse effect on its future business. While the Westinghouse trademark is an important, world-wide recognized brand, the Company believes the most important competitive factors relating to its products are their effectiveness, efficiency and consumer cost. On May 30, 2013, the Company and Environmental Engineering Group Pty Ltd (EEG) announced a Supply Agreement for the assembly of Westinghouse Solar's proprietary solar modules (Products). The new modules recently achieved UL certification for U.S. distribution and production and shipment of its initial order are underway. Products distributed in the United States will utilize modules containing Taiwan cells and therefore are not subject to punitive Chinese tariffs. Pursuant to the Supply Agreement, EEG will provide the Company with Products at market-competitive pricing, and in volume levels sufficient to meet the Company's forecasted needs. The Company expects to begin shipping product to customers in the coming weeks during the third calendar quarter of this year. A copy of the Form 8-K is available for free at: http://is.gd/YXhRTB About Westinghouse Campbell, Cal.-based Westinghouse Solar, Inc., is a designer and manufacturer of solar power systems and solar panels with integrated microinverters. The Company designs, markets and sells these solar power systems to solar installers, trade workers and do-it-yourself customers in the United States and Canada through distribution partnerships, the Company's dealer network and retail outlets. Westinghouse Solar disclosed a net loss of $8.62 million on $5.22 million of net revenue in 2012, as compared with a net loss of $4.63 million on $11.42 million of net revenue in 2011. The Company's balance sheet at March 31, 2013, showed $3.18 million in total assets, $5.31 million in total liabilities, $417,704 in series C convertible redeemable preferred stock, $280,000 in series D convertible redeemable preferred stock and a $2.82 million total stockholders' deficit. Burr Pilger Mayer, Inc., in San Francisco, California, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2012, citing significant operating losses and negative cash flow from operations that raise substantial doubt about its ability to continue as a going concern. WOOTEN GROUP: Disclosure Statement Hearing Continued to Oct. 2 -------------------------------------------------------------- Wooton Group, LLC, Investors Warranty of America, Inc., and Citizens Business Bank, agree to continue to Oct. 2, 2013, at 10:00 a.m., the hearings on the Debtor's Disclosure Statement, motion for authority to use cash collateral, the Chapter 11 status conference, and the motion to disallow Citizens' claim. The parties believe that it will facilitate the settlement process if the Court continues the hearings on October. The parties said the additional time will permit the investors and the Debtor to document and complete the terms of their settlement, and seek Court approval thereof, and for the Debtor and Citizens to continue their settlement efforts. The response deadline for the claim objections will be continued to Sept. 18. The Debtor's reply is due Sept. 25. The Debtor is authorized to continue use of the cash collateral. M. Jonathan Hayes, Esq., Matthew D. Resnik, Esq., Roksana D. Moradi, Esq., and Carolyn M. Afari, Esq., at SIMON RESNIK HAYES LLP, represent the Debtor. David B. Levant, Esq., at STOEL RIVES LLP, represents Investors Warranty. Christopher D. Crowell, Esq., and Michael G. Fletcher, Esq., at Frandzel Robins Bloom & Csato, L.C., represent Citizens Business Bank. Beverly Hills, Cal.-based Wooten Group, LLC, filed a bare- bones Chapter 11 petition (Bankr. C.D. Cal. Case No. 12-31323) in Los Angeles on June 19, 2012. Judge Thomas B. Donovan oversees the case. M. Jonathan Hayes, Esq., represents the Debtor as counsel. When it filed for bankruptcy, the Debtor estimated assets of between $10 million and $50 million and debts of between $1 million and $10 million. The petition was signed by Mark Slotkin, managing member. MORGAN DREXEN: CFPB Action Threatens Company's Survival ------------------------------------------------------- Morgan Drexen, Inc., and Kimberly A. Pisinski, Esq. (one of Morgan Drexen's customers) claim in a lawsuit filed this week in U.S. District Court that the Consumer Financial Protection Bureau is improperly attempting to regulate the practice of law and collect attorney-client protected material. Morgan Drexen and Ms. Pisinski want the District Court to tell the CFPB to stop its investigation. Morgan Drexen calls itself a legal support service business that helps its law firm customers reduce their overhead fees, improve efficiencies and realize greater profitability. The CFPB calls Morgan Drexen a debt settlement agency that's violated the law. Morgan Drexen's complaint says that CFPB agents have stated to Morgan Drexen that the only way it can comply with the CFPB's directives is to stop providing the services that generate a large percentage of the company's revenues. Morgan Drexen tells the Court that a CFPB inquiry sent to the company's lenders resulted in the lenders canceling the company's credit line. Morgan Drexen says it's now paying 22% (rather than 4.5%) interest to finance its working capital needs. Morgan Drexen is represented in Pisinski v. Consumer Financial Protection Bureau, Case No. 13-cv-01112 (D.C.), by: Randall K. Miller, Esq. Nicholas DePalma, Esq. VENABLE LLP 8010 Towers Crescent Drive, Suite 300 Tysons Corner, VA 22182 Telephone (703) 904-1449 E-mail: rkmiller@venable.com nmdepalma@venable.com A copy of Morgan Drexen's Complaint is available at http://bankrupt.com/misc/13-cv-01112-001.pdfat no charge. In May 2013, according to the Journal Sentinel -- see http://is.gd/mlp75C-- the Wisconsin Department of Financial Institutions found problems with Morgan Drexen's consumer debt settlement services and ordered the company to pay $6.1 million in fines and restitution. WORLD IMPORTS: Sec. 341 Creditors' Meeting Set for Aug. 6 --------------------------------------------------------- The U.S. Trustee will convene a meeting of creditors pursuant to 11 U.S.C. 341(a) in the Chapter 11 case of World Imports on Nov. 5, 2012, at 3:00 p.m. The meeting will be held at 833 - Chestnut Street, in Philadelphia. World Imports filed a Chapter 11 petition (Bankr. E.D. Pa. Case No. 13-15929) on July 3, 2013, in Philadelphia. John E. Kaskey, Esq., at Braverman Kaskey, P.C., in Philadelphia, serves as counsel. The Debtor estimated assets and debts of $10 million to $50 million. XZERES CORP: Robert N. Garff Held 8.6% Equity Stake at Nov. 15 -------------------------------------------------------------- In a Schedule 13D filing with the U.S. Securities and Exchange Commission, Robert N. Garff disclosed that as of Nov. 15, 2012, he beneficially owned 2,606,019 shares of common stock of Xzeres Corp representing 8.57 percent of the shares outstanding. Mr. Garff is currently a director of the Company. A copy of the regulatory filing is available for free at http://is.gd/kdkEDt About XZERES Corp. Headquartered in Wilsonville, Oregon, XZERES Corp. designs, develops, and markets distributed generation, wind power systems for the small wind (2.5kW-100kW) market as well as power management solutions. As reported by the Troubled Company Reporter on July 3, 2012, Silberstein Ungar, PLLC, in Bingham Farms, Michigan, expressed substantial doubt about XZERES' ability to continue as a going concern, following its audit of the Company's financial position and results of operations for the fiscal year ended Feb. 29, 2012. The independent auditors noted that the Company has incurred losses from operations, has negative working capital, and is in need of additional capital to grow its operations so that it can become profitable. The Company's balance sheet at Nov. 30, 2012, showed $4.11 million in total assets, $5.13 million in total liabilities and a $1.02 million total stockholders' deficit. XZERES CORP: Delays Form 10-Q for May 31 Quarter ------------------------------------------------ Xzeres Corp was unable to compile the necessary financial information required to prepare a complete filing of its quarterly report on Form 10-Q for the period ended May 31, 2013. Thus, the Company was unable to file the periodic report in a timely manner without unreasonable effort or expense. The Company expects to file within the extension period. About XZERES Corp. Headquartered in Wilsonville, Oregon, XZERES Corp. designs, develops, and markets distributed generation, wind power systems for the small wind (2.5kW-100kW) market as well as power management solutions. As reported by the Troubled Company Reporter on July 3, 2012, Silberstein Ungar, PLLC, in Bingham Farms, Michigan, expressed substantial doubt about XZERES' ability to continue as a going concern, following its audit of the Company's financial position and results of operations for the fiscal year ended Feb. 29, 2012. The independent auditors noted that the Company has incurred losses from operations, has negative working capital, and is in need of additional capital to grow its operations so that it can become profitable. The Company's balance sheet at Nov. 30, 2012, showed $4.11 million in total assets, $5.13 million in total liabilities and a $1.02 million total stockholders' deficit. * Calling Judge an Ignoramus Justifies $5,000 Sanction ------------------------------------------------------ Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that a federal appeals court ruled last week that a company officer was properly sanctioned $5,000 for calling the judge a "black-robed bigot" and saying the bankruptcy court was "composed of a bunch of ignoramus, bigoted Catholic beasts that carry the sword of the church." According to the report, the lawyer for a company in Chapter 7 bankruptcy allowed a company officer to file court papers that accused the judges, U.S. Trustee and the entire judicial system of "bigotry, prejudice and conspiracy." After a hearing, the bankruptcy judge sanctioned the company officer $5,000. She appealed and lost in federal district court. The report notes that on another appeal to the U.S. Eighth Circuit Court of Appeals in St. Louis, she lost again. Circuit Judge Steven M. Colloton upheld the bankruptcy court in an opinion on July 19, saying the contemptuous remarks were "undisputed and aggravated." Judge Colloton's opinion is significant for its treatment of Bankruptcy Rule 9011, which the bankruptcy court used as authority for imposing the sanction. Judge Colloton noted that the rule authorizes sanctions against attorneys, law firms, or parties. He said that the company officer fit none of those categories and therefore couldn't be sanctioned under Rule 9011. The bankrupt judge nonetheless could use the "court's inherent sanctioning power." It was not necessary to remand the case, Judge Colloton said, because the undisputed facts put the case within the court's inherent power to sanction. The lawyer was also sanctioned, according to the report. The case is Isaacson v. Manty, 12-2384, U.S. Eighth Circuit Court of Appeals (St. Louis). * Lawyer Sanctioned for Repeatedly Violating Rule 7009 ------------------------------------------------------ Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that the U.S. Court of Appeals in New Orleans ruled that a lawyer was properly sanctioned for continually filing complaints objecting to the discharge of credit-card debt without pleading fraud with specificity. According to the report, a lawyer from an outside law firm filed complaints in bankruptcy court in Houston charging that debts were incurred on credit cards through fraud and thus should not be discharged under Section 523(a)(2)(A) of the Bankruptcy Code. U.S. Bankruptcy Judge Marvin Isgur in a prior case directed the lawyer to comply with Bankruptcy Rule 7009 by pleading fraud with particularity. The report notes that when the lawyer continued filing complaints that didn't explain why charges were fraudulent, Judge Isgur held a hearing and later entered an order compelling him to comply with the rule about particularity. The report relates that Judge Isgur also required the lawyer to include a copy of the order any time he filed a complaint objecting to discharge of credit-card debt. The lawyer appealed and lost in district court. The lawyer lost a second time when the Fifth Circuit appeals court in New Orleans upheld the lower courts on July 18. The report discloses that the unsigned opinion by the appeals court rejected several argument by the lawyer. The sanction didn't prevent the lawyer from practicing law and did "not rise to the level of a suspension and was not quasi-criminal in nature." The case is In re Monteagudo, 13-20044, U.S. Fifth Circuit Court of Appeals (New Orleans). * Health Savings Accounts Are Lost by Filing Bankruptcy ------------------------------------------------------- Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that a health savings account is included in an individual's bankrupt estate for distribution to creditors and isn't an exempt asset, according to an opinion from the U.S. Bankruptcy Appellate Panel in St. Louis on July 16. According to the report, a Minnesota fireman had $3,300 in his health savings account created under the federal Medicare Prescription Drug, Improvement, and Modernization Act of 2003. The report notes that significant for the outcome of the case, the individual could withdraw money from the trust account for any purpose, although he would incur tax penalties unless used for "qualified medical expenses," meaning costs not covered by his medical insurance plan. The appellate panel's opinion by U.S. Bankruptcy Judge Thomas L. Saladino rejected an argument that the account wasn't part of the estate under Section 541(b)(7)(A)(ii) of the Bankruptcy Code, which takes property out of the estate if it was withheld by an employer from wages as a contribution to a health insurance plan regulated by the state. The report discloses that Judge Saladino similarly rejected an argument that the account was an exempt asset under Section 522(d)(10)(C) or (11)(D). The account wasn't a disability or unemployment benefit, nor was it a payment on account of bodily injury. The case is Leitch v. Christians (In re Leitch), 13-6009, U.S. Eighth Circuit Bankruptcy Appellate Panel (St. Louis). * Large Companies With Insolvent Balance Sheets ----------------------------------------------- Total Share- Total Total Holders' Working Assets Equity Capital Company Ticker ($MM) ($MM) ($MM) ------- ------ ------ -------- ------- ABSOLUTE SOFTWRE ABT CN 120.5 (14.1) (11.1) ACASTI PHARMA IN APO CN 3.3 (1.8) 2.3 ADVANCED EMISSIO ADES US 92.5 (39.8) (11.0) AK STEEL HLDG AKS US 3,906.1 (109.7) 604.0 ALLIANCE HEALTHC AIQ US 535.0 (119.7) 45.0 AMC NETWORKS-A AMCX US 2,568.3 (825.3) 620.4 AMER AXLE & MFG AXL US 3,029.6 (107.9) 354.0 AMERISTAR CASINO ASCA US 2,125.6 (2.6) (60.2) AMR CORP AAMRQ US 23,852.0 (8,376.0) (2,465.0) AMYLIN PHARMACEU AMLN US 1,998.7 (42.4) 263.0 ANACOR PHARMACEU ANAC US 37.4 (8.0) 9.5 ANGIE'S LIST INC ANGI US 108.3 (0.1) 3.3 ARRAY BIOPHARMA ARRY US 107.4 (52.4) 40.0 AUTOZONE INC AZO US 6,783.0 (1,532.3) (657.7) BERRY PLASTICS G BERY US 5,082.0 (315.0) 517.0 BOSTON PIZZA R-U BPF-U CN 156.7 (108.0) (4.2) BRP INC/CA-SUB V DOO CN 1,768.0 (496.6) (21.8) CABLEVISION SY-A CVC US 7,143.2 (5,676.0) (266.5) CAESARS ENTERTAI CZR US 27,475.0 (560.0) 1,227.1 CAPMARK FINANCIA CPMK US 20,085.1 (933.1) - CC MEDIA-A CCMO US 15,519.2 (8,209.7) 1,053.5 CENTENNIAL COMM CYCL US 1,480.9 (925.9) (52.1) CHIMERIX INC CMRX US 26.3 (2.1) 15.9 CHOICE HOTELS CHH US 546.0 (539.3) 56.8 CIENA CORP CIEN US 1,693.3 (97.9) 744.0 CINCINNATI BELL CBB US 2,151.5 (727.8) (93.4) DELTA AIR LI DAL US 45,068.0 (1,943.0) (5,427.0) DENDREON CORP DNDN US 639.0 (35.9) 339.3 DEX MEDIA INC DXM US 2,658.8 (17.7) (13.5) DIRECTV DTV US 20,650.0 (5,748.0) 69.0 DOMINO'S PIZZA DPZ US 476.6 (1,323.4) 85.0 DUN & BRADSTREET DNB US 1,902.0 (1,097.0) (194.9) DYAX CORP DYAX US 47.4 (59.8) 18.9 ESPERION THERAPE ESPR US 5.3 (5.0) 2.4 FAIRPOINT COMMUN FRP US 1,656.5 (360.7) 5.5 FAIRWAY GROUP HO FWM US 338.5 (1.2) 5.8 FERRELLGAS-LP FGP US 1,440.6 (29.0) 9.9 FIFTH & PACIFIC FNP US 826.3 (170.2) (17.7) FOREST OIL CORP FST US 1,895.0 (104.8) (127.8) FREESCALE SEMICO FSL US 3,139.0 (4,540.0) 1,209.0 GENCORP INC GY US 1,411.1 (366.9) 27.9 GIGAMON INC GIMO US 49.5 (1.7) 0.4 GLG PARTNERS INC GLG US 400.0 (285.6) 156.9 GLG PARTNERS-UTS GLG/U US 400.0 (285.6) 156.9 GLOBAL BRASS & C BRSS US 576.5 (37.0) 286.9 GOLD RESERVE INC GDRZF US 78.3 (25.8) 56.9 GOLD RESERVE INC GRZ CN 78.3 (25.8) 56.9 GRAHAM PACKAGING GRM US 2,947.5 (520.8) 298.5 HALOGEN SOFTWARE HGN CN 22.8 (46.2) (9.4) HCA HOLDINGS INC HCA US 27,882.0 (8,012.0) 1,796.0 HD SUPPLY HOLDIN HDS US 6,459.0 (1,720.0) 1,199.0 HOVNANIAN ENT-A HOV US 1,618.9 (478.5) 929.3 HUGHES TELEMATIC HUTCU US 110.2 (101.6) (113.8) HUGHES TELEMATIC HUTC US 110.2 (101.6) (113.8) INCYTE CORP INCY US 330.3 (163.5) 187.8 INFOR US INC LWSN US 5,846.1 (480.0) (306.6) INSYS THERAPEUTI INSY US 22.2 (63.5) (70.0) INVIVO THERAPEUT NVIV US 13.8 (14.3) (15.3) IPCS INC IPCS US 559.2 (33.0) 72.1 ISTA PHARMACEUTI ISTA US 124.7 (64.8) 2.2 JUST ENERGY GROU JE US 1,528.9 (164.9) (62.3) JUST ENERGY GROU JE CN 1,528.9 (164.9) (62.3) L BRANDS INC LTD US 5,776.0 (994.0) 634.0 LIN TV CORP-CL A TVL US 1,201.4 (86.6) (101.7) LORILLARD INC LO US 3,749.0 (1,796.0) 1,158.0 MANNKIND CORP MNKD US 215.2 (146.8) (231.9) MARRIOTT INTL-A MAR US 6,523.0 (1,377.0) (732.0) MDC PARTNERS-A MDZ/A CN 1,418.5 (12.4) (165.9) MDC PARTNERS-A MDCA US 1,418.5 (12.4) (165.9) MEDIA GENERAL-A MEG US 734.7 (191.7) 38.1 MERITOR INC MTOR US 2,337.0 (1,014.0) 208.0 MERRIMACK PHARMA MACK US 127.3 (32.1) 58.4 MONEYGRAM INTERN MGI US 4,892.0 (171.7) 14.1 MORGANS HOTEL GR MHGC US 583.6 (148.2) - MPG OFFICE TRUST MPG US 1,450.5 (530.6) - NATIONAL CINEMED NCMI US 831.0 (308.8) 122.2 NAVISTAR INTL NAV US 8,723.0 (3,638.0) 1,562.0 NEKTAR THERAPEUT NKTR US 447.9 (2.6) 183.8 NPS PHARM INC NPSP US 188.5 (4.2) 133.4 NYMOX PHARMACEUT NYMX US 1.8 (7.4) (1.9) ODYSSEY MARINE OMEX US 28.0 (7.1) (15.5) OMEROS CORP OMER US 17.7 (15.9) - OMTHERA PHARMACE OMTH US 18.3 (8.5) (12.0) ORGANOVO HOLDING ONVO US 16.7 (5.3) (6.2) PALM INC PALM US 1,007.2 (6.2) 141.7 PDL BIOPHARMA IN PDLI US 312.8 (93.7) 189.9 PHILIP MORRIS IN PM US 37,418.0 (2,732.0) 2,152.0 PHILIP MRS-BDR PHMO11B BZ 37,418.0 (2,732.0) 2,152.0 PLAYBOY ENTERP-A PLA/A US 165.8 (54.4) (16.9) PLAYBOY ENTERP-B PLA US 165.8 (54.4) (16.9) PLY GEM HOLDINGS PGEM US 906.1 (343.4) 132.2 PROTECTION ONE PONE US 562.9 (61.8) (7.6) QUALITY DISTRIBU QLTY US 510.5 (11.1) 88.5 QUINTILES TRANSN Q US 2,426.7 (1,322.3) 217.5 REGAL ENTERTAI-A RGC US 2,451.8 (706.2) 117.1 RENAISSANCE LEA RLRN US 57.0 (28.2) (31.4) RENTPATH INC PRM US 208.0 (91.7) 3.6 REVLON INC-A REV US 1,241.9 (655.1) 152.9 ROCKWELL MEDICAL RMTI US 18.0 (10.5) (14.3) RURAL/METRO CORP RURL US 303.7 (92.1) 72.4 SALLY BEAUTY HOL SBH US 1,892.1 (280.5) 523.4 SILVER SPRING NE SSNI US 494.3 (104.0) 60.1 SINCLAIR BROAD-A SBGI US 2,734.5 (97.3) (18.2) SUNGAME CORP SGMZ US 0.0 (1.0) (1.0) SUPERVALU INC SVU US 11,034.0 (1,415.0) (1,380.0) TAUBMAN CENTERS TCO US 3,302.5 (184.4) - THRESHOLD PHARMA THLD US 113.9 (21.8) 88.3 TOWN SPORTS INTE CLUB US 406.2 (50.7) (13.2) ULTRA PETROLEUM UPL US 2,035.4 (562.2) (293.0) UNISYS CORP UIS US 2,323.2 (1,545.4) 453.1 VECTOR GROUP LTD VGR US 1,066.8 (108.3) 422.2 VENOCO INC VQ US 704.3 (299.9) (40.5) VERISIGN INC VRSN US 2,071.1 (39.1) (91.2) VIRGIN MOBILE-A VM US 307.4 (244.2) (138.3) VISKASE COS I VKSC US 334.7 (3.4) 113.5 WEIGHT WATCHERS WTW US 1,314.7 (1,620.7) (312.5) WEST CORP WSTC US 3,940.9 (850.2) 297.8 WESTMORELAND COA WLB US 943.0 (286.5) (3.0) XERIUM TECHNOLOG XRM US 616.9 (26.0) 123.4 XOMA CORP XOMA US 88.9 (0.9) 60.6 YRC WORLDWIDE IN YRCW US 2,200.9 (642.6) 111.1 ********* 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, Valerie Udtuhan, 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 ***