/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/130730.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 30, 2013, Vol. 17, No. 209 Headlines 22ND CENTURY: Sabby Healthcare Converts Warrants to Shares 30DC INC: Unveils MagCast Digital Version 4 A&S GROUP: U.S. Trustee Wants Case Dismissal or Conversion ADGS ADVISORY: Reports 91.3K Net Income in Fiscal 3rd Quarter AGE REFINING: 5th Circ. Revives Challenges to Ch. 11 Plan AIDA'S PARADISE: Pinel & Carpenter Seeks Payment of $16,576 AIDA'S PARADISE: TD Bank May Pursue State Court Action ALLIED SYSTEMS: Listing of Unexpired Leases & Executory Contracts ALLIED SYSTEMS: Wants Court's OK to Ink New Lease With York Realty ALLIED SYSTEMS: Top Executive Bonus Proposal Draws Creditor Fire AMERICAN AIRLINES: To Offer Antitrust Concessions AMERICAN AIRLINES: Antitrust Concessions Offered to Close Deal APPLIED DNA: Gerald Catenacci Held 5.9% Equity Stake at July 12 APPLIED DNA: Registers 124.2MM Common Shares Held by Crede BASIS FARM: Bartning Project Files for Chapter 7 BELLISIO FOODS: S&P Assigns 'B' Rating to C$20-Mil. Term Loan BMC US: High Leverage Prompts Moody's to Assign 'B2' CFR BONDS.COM GROUP: Stockholders Elect 10 Directors BUILDERS FIRSTSOURCE: Incurs $48.2-Mil. Net Loss in 2nd Quarter CAESARS ENTERTAINMENT: Names Former Morgans Advisor to Board CASPIAN ENERGY: TSX Extends Delisting Date for Common Shares CATALYST PAPER: Posts $28-Mil. Net Loss in Second Quarter 2013 CENGAGE LEARNING: Looks to Continue Exploring Apax Debt Buy CENGAGE LEARNING: Willkie Farr to Advise Independent Director CHESAPEAKE ENERGY: S&P Revises Outlook to Stable & Affirms BB- CCR CHESAPEAKE OILFIELD: S&P Affirms 'BB-' Corporate Credit Rating CLEANTECH INNOVATIONS: NASDAQ Relists Stock Following SEC Decision COMMUNITY WEST: Earns $2.1 Million in Second Quarter DAIS ANALYTIC: Sells 2.3 Million Restricted Shares DELPHI CORP: US Gov't Fights Bid to Close Bankruptcy Cases DETROIT, MI: State Legal Challenges Barred; Mediator Mulled DETROIT, MI: Senators Look to Pre-empt U.S. Aid to Detroit DETROIT, MI: Michigan Law Protects Pensions, State AG Says DETROIT, MI: Fitch Says Bankruptcy Shows State Intervention Limits DETROIT, MI: S&P Says U.S. Bond Insurers Exposure Manageable DETROIT, MI: Bankruptcy Could Show Way for Other Troubled Cities DEWEY & LEBOEUF: Trust Demands Docs From DLA Piper, Others DUNE ENERGY: To Hold Yearly Advisory Votes on Exec. Compensation DYNEGY HOLDINGS: Plan Effectivity Date Further Extended to August DYNEGY HOLDINGS: ICS Ordered to Perform APA Obligations by July 31 EAST COAST BROKERS: Weeks Auction Puts Farm Assets Up for Sale EAST COAST CABLEVISION: Enjoined From Rebroadcasting DIRECTV Shows EDISON MISSION: Bondholders Break Off Restructuring Deal ELBIT IMAGING: Court Appoints Receiver of Europe Israel Shares ELPIDA MEMORY: Micron's Acquisition to Close July 31 ENGLOBAL CORP: Awarded $5 Million Project From UEO Midstream EUROFRESH INC: Stipulation Resolving SWG 503(b)(9) Claim Okayed EUROFRESH INC: Asks Court to Deny Toyota's Stay Relief Motion EVEN ST. PRODUCTIONS: Sly Stone Can't Quash Ex-Manager's Cases EXIDE TECHNOLOGIES: Amended DIP Credit Agreement Filed EXIDE TECHNOLOGIES: A&M's Caruso to Serve as President and CEO EXIDE TECHNOLOGIES: Taps Sheppard Mullin as Environmental Counsel EXIDE TECHNOLOGIES: Sitrick and Co. Working as PR Consultants FERRAIOLO CONSTRUCTION: Says Bank Doesn't Have Lien on Vehicles FIRST SECURITY: Shareholders Elect 10 Directors FREESEAS INC: Issues 1-Mil. Add'l Settlement Shares to Hanover FREESEAS INC: Issues $775,000 Additional Shares to Hanover GENERAL STEEL: Fails to Comply with NYSE Min. Bid Price Rule GGW BRANDS: 'Girls Gone Wild' Fights Trustee's Deal With Wynn GLYECO INC: Amends Report on Change of Accounting Firm GRANITE SHOALS: S&P Revises Outlook to Pos. & Affirms 'BB+' Rating GREYSTONE LOGISTICS: Delays Special Meeting of Shareholders GROVES IN LINCOLN: Aug. 20 Hearing to Confirm Chapter 11 Plan HAMPTON CAPITAL: Court OKs Lien Release Agreement with Panel, BofA HAMPTON LAKE: Cherry Bekaert Approved as Audit and Tax Accountants HAMPTON LAKE: Gets OK to Hire Reed Development as Manager HAMPTON LAKE: Hampton Lake Realty Approved as Real Estate Agent HANDY HARDWARE: Wins Confirmation of 2nd Amended Plan HANDY HARDWARE: Can Acquire D&O Tail Insurance Coverage HANDY HARDWARE: Court Okays Compromise With Delinquent Customers HAWKER BEECHCRAFT: Whistleblowers' $2.3BB Suit Nixed as Untimely HEALTHWAREHOUSE.COM INC: Incurs $5.6 Million Net Loss in 2012 HERCULES OFFSHORE: Reports Incident on Jackup Rig Hercules 265 HERCULES OFFSHORE: Updates Report on Drilling Rig Incident HIGHWAY TECHNOLOGIES: Committee Taps Richards Layton as Counsel HOYT TRANSPORTATION: Seeks to Sell 93 Buses for $2.95-Mil. IES GLOBAL: Moody's Assigns First-Time 'B2' CFR; Outlook Stable IES GLOBAL: S&P Assigns 'B+' CCR & Rates $270MM 1st-Lien Loan 'B+' IGPS COMPANY: Depot Deal Removes Stumbling Block to $39MM Sale IMAGEWARE SYSTEMS: Bruce Toll Held 5.7% Equity Stake at July 11 INNOVIDA HOLDINGS: Exec Wants Conviction Tossed in Investor Scheme INTERNET SPECIALTIES: $40,000 in Receiver Fees Get Admin. Priority IPAYMENT INC: Moody's Says Credit Amendment is Credit Positive ISTAR FINANCIAL: Incurs $14.4 Million Net Loss in Second Quarter JEFFERSON COUNTY, AL: Approves Higher-Than-Planned Tariffs Hike JEFFERSON COUNTY, AL: To Pay $4.5 Million to IRS JELD-WEN INC: S&P Lowers Rating on $460MM 2nd Lien Notes to 'B-' JERRY'S NUGGET: Conway Mackenzie Approved as Financial Advisor KEMET CORP: Incurs $35.1 Million Net Loss in Q1 2014 KIT DIGITAL: Aug. 15 Hearing to Confirm Amended Plan KIT DIGITAL: May Hire Deutsche Bank as Investment Banker KIT DIGITAL: FTI Okayed as Equity Committee's Financial Advisor KIT DIGITAL: Creditors Panel May Hire Odyssey as Financial Advisor KUAKINI HEALTH: Moody's Withdraws 'Ba1' Rating & Stable Outlook LCM V: Moody's Affirms 'Ba2' Rating on $16.5MM Class E Notes LONE PINE: Completes Syndicated Credit Facility Amendment MAUI LAND: Reports $831,000 Net Income in Second Quarter MAXCOM TELECOMUNICACIONES: Seeks to Employ Garden City Group MAXCOM TELECOMUNICACIONES: Expects Ch. 11 Exit by Early Fall MCCLATCHY CO: Posts $11.7 Million Net Income in Second Quarter MEDIA GENERAL: Board Adopts Amended 401(k) Plans MF GLOBAL: Seeks Approval of Settlement with JPMorgan Chase MORGAN DREXEN: Says Colorado Judgment Supports CFPB Lawsuit MPG OFFICE: Brookfield Extends Tender Offer Until Aug. 2 NATIONAL ENVELOPE: Schedules Deadline Moved to Aug. 9 NATIONAL ENVELOPE: Can Employ Richards Layton as Counsel NATIONAL ENVELOPE: Can Employ PwC LLP as Financial Advisor NEOMEDIA TECHNOLOGIES: COO's Employment to End July 31 NEW ENERGY: Gets OK to Use DOE's Cash Collateral Until Aug. 18 NEW ENGLAND COMPOUNDING: Insolvency Ruling to Pave Way for Suits NEW MEATCO: ML's Bid to Reconsider Lease Rejection Order Denied NNN CYPRESSWOOD: Has Until Aug. 28 to File Chapter 11 Plan NNN CYPRESSWOOD: Status/Ruling on Case Dismissal Set for Aug. 21 NORD RESOURCES: Issues $222,000 Convertible Notes NORSE ENERGY: Gets Nod on Plan to Sell NY Drilling Rights NORTHCORE TECHNOLOGIES: Updates Info. Circular for Annual Meeting OLD SECOND: Reports $3.5 Million Net Income in Second Quarter PACIFIC RIM: Incurs $4.7-Mil. Net Loss in Fiscal 2013 PATRIOT COAL: Retiree Panel Withdraws Rule 2004 Motion PATRIOT COAL: Can Employ Gordon & Gordon as Special Counsel PATRIOT COAL: Can Employ Veritas Consulting as Special Counsel PENSON WORLDWIDE: Plan Objections Filed; Conf. Hearing on July 31 PENSON WORLDWIDE: Files Bid to Estimate Claims for Voting Purposes PENSON WORLDWIDE: Parties Balk at Proposed ADR Procedures PHOENIX COMPANIES: Fitch Withdraws 'BB+' Issuer Default Rating PMI GROUP: Court Confirms Chapter 11 Plan of Reorganization PORTER BANCORP: Chairman an CEO to Retire POWERWAVE TECHNOLOGIES: Gets Nod for $1.5MM Bid for Remaining IP PREFERRED PROPPANTS: Weak Liquidity Cues Moody's to Cut CFR to B3 RADIOSHACK CORP: Widens Net Loss to $53 Million in Second Quarter REAL MEX: License Transfer Complete; Chevys Asks Case Be Dismissed REALOGY CORP: Posts $86 Million Net Income in Second Quarter RENAISSANCE LEARNING: S&P Revises Outlook and Affirms 'B' CCR RESIDENTIAL CAPITAL: GMAC to Pay $230MM in Fed Foreclosure Deal REVSTONE INDUSTRIES: Metavation Gets OK for $9.5MM DIP Loan RITE AID: PJC Sells 65.4 Million Common Shares SAAB CARS: Effective Date of Plan Occurred mid-July SCOTT BRASS: Sun Capital PE Funds Count as Businesses SEANERGY MARITIME: Sells Subsidiaries to Satisfy $39.5MM Debt SEQUENOM INC: Incurs $31 Million Net Loss in Second Quarter SIONIX CORP: Taps Rothstein Kass as New Accountants SOUTH LAKES DAIRY: Accord With Golden State, J.D. Heiskell Okayed STELLAR BIOTECHNOLOGIES: "C. diff" Accepted for Presentation SUN BANCORP: Unit Director of Consumer Banking Resigns SUN BANCORP: Reports $678,000 Net Income in Second Quarter TALLGRASS ENERGY: Court Denies Application for CCAA Protection TRENDSET INC: Ch.11 Trustee Hires Bishops to Conduct Probe VANTAGE PIPELINE: S&P Assigns 'BB-' CCR; Outlook Stable VANTAGE PIPELINE: New $225MM Term Loan Gets Moody's (P)Ba2 Rating WCI COMMUNITIES: Moody's Assigns 'B3' Rating to $200MM Notes WCI COMMUNITIES: S&P Assigns 'B-' CCR & Rates $200MM Notes 'B' * Downgrades Form Bulk of Moody's Public Finance Rating Changes * Hunton & Williams Promotes Two Litigators to Counsel * Michael A. McConnell Bags 2013 A. Sherman Christensen Award * Large Companies With Insolvent Balance Sheets ********* 22ND CENTURY: Sabby Healthcare Converts Warrants to Shares ---------------------------------------------------------- Sabby Healthcare Master Fund, Ltd., and Sabby Warrant Master Fund Ltd. converted the last of their outstanding Series B Warrants into shares of 22nd Century Group, Inc.'s common stock. Over the last five weeks, the Series B Warrants were converted into an aggregate of 2,083,334 shares of the company's common stock and resulted in gross proceeds of $1.25 million to 22nd Century. The Series B Warrants, which had an expiration date of Jan. 11, 2014, were issued to Sabby Capital pursuant to a $2.5 Million private placement that closed on Jan. 11, 2013, as reported by 22nd Century. The exercise of the Series B Warrants has further improved 22nd Century's balance sheet and provides the company with additional operational and financial flexibility necessary to drive 22nd Century through its next phase of corporate development. John T. Brodfuehrer, chief financial officer of 22nd Century Group, stated, "The complete exercise of the Series B Warrants is another milestone for the company and further demonstrates Sabby Capital's support of 22nd Century Group. These proceeds from Sabby Capital facilitate the company's execution of its priority initiatives, including the pursuit of near term strategic transactions and the advancement of our manufacturing facility in progress." About 22nd Century Clarence, New York-based 22nd Century Group, Inc., through its wholly-owned subsidiary, 22nd Century Ltd, is a plant biotechnology company using technology that allows for the level of nicotine and other nicotinic alkaloids (e.g., nornicotine, anatabine and anabasine) in tobacco plants to be decreased or increased through genetic engineering and plant breeding. 22nd Century incurred a net loss of $6.73 million in 2012, as compared with a net loss of $1.34 million in 2011. The Company's balance sheet at March 31, 2013, showed $2.97 million in total assets, $10.70 million in total liabilities, and a $7.73 million total shareholders' deficit. Freed Maxick CPAs, P.C., in Buffalo, New York, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2012. The independent auditors noted that 22nd Century has suffered recurring losses from operations and as of Dec. 31, 2012, has negative working capital of $3.3 million and a shareholders' deficit of $6.1 million. Additional capital will be required during 2013 in order to satisfy existing current obligations and finance working capital needs as well as additional losses from operations that are expected in 2013. 30DC INC: Unveils MagCast Digital Version 4 ------------------------------------------- 30DC, Inc., has released version 4 of the MagCast Digital Publishing Platform which gives MagCasters the ability to provide readers a text-based version of their magazine optimized for viewing on an iPhone and iPod Touch. Version 4 also includes some helpful new features for MagCasters to connect with their readers and to make the magazine production process more efficient. A full-text copy of the press release is available for free at: http://is.gd/Ok3vN9 About 30DC Inc. New York-based 30DC, Inc., provides Internet marketing services and related training to help Internet companies in operating their businesses. It operates in two divisions, 30 Day Challenge and Immediate Edge. 30DC's annual report for the fiscal year ended June 30, 2012, shows net income of $32,207 on $2.91 million of total revenue as compared with a net loss of $1.44 million on $1.89 million of total revenue the year before. As of Sept. 30, 2012, the Company had $2.25 million in total assets, $2.41 million in total liabilities and a $166,465 total stockholders' deficiency. Marcum LLP, in New York, issued a "going concern" qualification on the consolidated financial statements for the year ended June 30, 2012. The independent auditors noted that the Company has a working capital deficit and stockholders' deficiency as of June 30, 2012. A&S GROUP: U.S. Trustee Wants Case Dismissal or Conversion ---------------------------------------------------------- Guy G. Gebhardt, Acting United States Trustee for Region 21, asks the Bankruptcy Court to dismiss the Chapter 11 case of A&S Group, Inc., or convert it to one under Chapter 7 of the Bankruptcy Code. According to the U.S. Trustee, the Debtor has failed to timely file monthly operating reports. About A&S Group Tucker, Georgia-based A&S Group, Inc., aka A&S Marbel and Granite Imports, filed a Chapter 11 petition (Bankr. N.D. Ga. Case No. 12-72662) in Atlanta, on Sept. 9, 2012. The Debtor is an importer and distributor of decorative ceramic tile and mosaics, and natural stone products, most of which are used for wall and floor applications and counter and table tops in residential and commercial properties. The Debtor's customer base includes local, regional and national retailers, home centers, developers and retailers. Judge Wendy L. Hagenau oversees the case. The Law Office of A. Keith Logue, Esq., serves as the Debtor's counsel. The Debtor listed total assets of $10,278,149 and total debts of $17,580,095 in its schedules. The petition was signed by Sami Durukan, president. ADGS ADVISORY: Reports 91.3K Net Income in Fiscal 3rd Quarter ------------------------------------------------------------- ADGS Advisory, Inc., formerly known as Life Nutrition Products, Inc., filed its quarterly report on Form 10-Q, reporting net income of $91,312 on $889,591 of revenue for the three months ended May 31, 2013, compared to a net loss of $4,068 on $510,758 of revenue for the three months ended May 31, 2012. According to the regulatory filing, the increase in revenue was caused by two reasons, firstly, stability of income from the acquisition of client base. Secondly, there was significant increase in revenue generated from consultancy in liquidation and taxation incurred during the three months ended May 31, 2013. The Company reported net income of $437,789 on $2.8 million of revenue for the nine months ended May 31, 2013, compared with a net loss of $145,373 on $938,578 of revenue for the nine months ended May 31, 2012. The Company' balance sheet showed $4.5 million in total assets, $4.8 million in total liabilities, and a stockholders' deficit of $255,690. "The Company's financial statements are presented on a going concern basis. At May 31, 2013, the Company had a working capital surplus of $1,196,013 and net liabilities of $255,690. The Company started to generate a net profit [attributable to common stockholders] of $96,988 during the three months period ended May 31, 2013 (a net profit of $3,486 [attributable to common stockholders] for the three months period ended May 31, 2012); a net profit [attributable to common stockholders] of $454,810 during the nine months period ended May 31, 2013 (a net loss of $128,786 [attributable to common stockholders] for the nine months period ended May 31, 2012). These conditions raise substantial doubt about the Company's ability to continue as a going concern." The Company had an accumulated deficit of $124,947 as of May 31, 2013. A copy of the Form 10-Q is available at http://is.gd/y2v3fH Kowloon, Hong Kong-based ADGS Advisory, Inc., formerly known as Life Nutrition Products, Inc., was incorporated in the State of Delaware in September 2007 under the name Life Nutrition Products, Inc. Pursuant to a Certificate of Amendment to its Certificate of Incorporation filed with the State of Delaware and effective as of July 19, 2013, the Company changed its corporate name from "Life Nutrition Products, Inc." to "ADGS Advisory, Inc.". ADGS is primarily engaged in providing accounting, taxation, company secretarial and consultancy services in Hong Kong. AGE REFINING: 5th Circ. Revives Challenges to Ch. 11 Plan --------------------------------------------------------- David McAfee of BankruptcyLaw360 reported that the Fifth Circuit vacated a lower court's decision to dismiss the Official Committee of Unsecured Creditors' appeal of orders by the bankruptcy court in AGE Refining Inc.'s Chapter 11 case, finding that the district court erred in dismissing the appeals. According to the report, the committee had appealed an order approving a settlement reached between JPMorgan Chase Bank NA and Chase Capital and the AGE bankruptcy estate, as well as the confirmation of AGE's restructuring plan. About Age Refining Age Refining, Inc. owned a refinery in San Antonio, Texas. It manufactured, refined and marketed jet fuels, diesel products, solvents and other highly specialized fuels. The Company filed for Chapter 11 bankruptcy protection (Bankr. W.D. Tex. Case No. 10-50501) on Feb. 8, 2010. The Company estimated $10 million to $50 million in assets and $100 million to $500 million in liabilities in its bankruptcy petition. David S. Gragg, Esq., and Steven R. Brook, Esq., at Langley & Banack, Incorporated, in San Antonio, Texas, represent Eric J. Moeller, Chapter 11 Trustee, as general counsel. Eric Moeller has been named chapter 11 trustee to take management of the Debtor from CEO Glen Gonzalez. In November 2010, the trustee filed suit against Mr. Gonzalez, alleging he breached his fiduciary duty by dipping into Company coffers for his personal use while paying himself an excessive salary and stock distributions. David S. Gragg, Esq., Steven R. Brook, Esq., Natalie F. Wilson, Esq., and Allen M. DeBard, Esq., at Langley & Banack, Inc., in San Antonio, Tex., serve as general counsel to the Chapter 11 Trustee. The effective date for Age Refining's Chapter 11 plan occurred or on Jan. 20, 2012. The Plan received confirmation from the Bankruptcy Court on Dec. 9, 2011. AIDA'S PARADISE: Pinel & Carpenter Seeks Payment of $16,576 ----------------------------------------------------------- Mark G. Carpenter, MAI, and Pinel & Carpenter, Inc., ask the U.S. Bankruptcy Court for the Middle District of Florida to compel Aida's Paradise, Inc. to pay its remaining compensation of $16,576. The Court entered an order on Jan. 28, 2013, awarding fees to the applicant in the amount of $33,676. Of the amount, 30 percent or $10,102 was withheld pending confirmation. Bankruptcy Judge Karen S. Jennemann on May 23 approved Aida's Paradise's Second Amended Chapter 11 Plan of Reorganization and approved the accompanying disclosure statement. Hearings to approved the Plan were held May 15 and 17. The Plan, as amended, contemplates that the Debtor will continue to manage and lease to tenants its I-Drive properties, and will continue to try to secure a new restaurant tenant. The Debtor is required to maintain all insurance coverage as required under all of the loan documents with TD Bank, including sufficient hazard insurance on its personal property in the amount of the full replacement value of such property, and will secure the hazard insurance coverage, which will name TD Bank as the mortgage holder. The Plan also grants Hari Om an allowed administrative expense in the amount of $23,000, to be paid in three installments. Hari Om will also be granted a permanent easement over the Debtor's real property to access a dumpster enclosure located on the Debtor's property and to store its dumpster in the enclosure, subject to certain terms and conditions. About Aida's Paradise Based in Maitland, Florida, Aida's Paradise LLC owns roughly three acres of developed real property on International Drive in Orlando, Florida. It leases various parcels of the I-Drive Property to three tenants: Volcano Island Mini Golf, Dunkin Donuts (aka Jennifer's Donuts), and CBS Outdoor (which operates an electronic billboard on site). Aida's Paradise filed for Chapter 11 bankruptcy (Bankr. M.D. Fla. Case No. 12-00189) on Jan. 6, 2012. Chief Karen S. Jennemann presides over the case. R. Scott Shuker, Esq., at Latham Shuker Eden & Beaudine LLP, serves as the Debtor's counsel. Terry J. Soifer and Consulting CFO, Inc., serves as its financial advisor. The petition was signed by Dr. Adil R. Elias, manager. In its amended schedules, the Debtor disclosed assets of $15,015,435 and liabilities of $9,643,768. AIDA'S PARADISE: TD Bank May Pursue State Court Action ------------------------------------------------------ The Hon. Karen S. Jennemann of the U.S. Bankruptcy Court for the Middle District of Florida signed off on a settlement agreement between Aida's Paradise, LLC, Adil A. Elias, Aida R. Elias, and TD Bank, N.A. The agreement provides that the automatic stay is lifted for the purpose of allowing TD Bank to obtain an order in the State Court Action granting its pending motion for summary judgment, but TD Bank will withhold entry of a final judgment unless and until certain conditions in the agreement arise. About Aida's Paradise Based in Maitland, Florida, Aida's Paradise LLC owns roughly three acres of developed real property on International Drive in Orlando, Florida. It leases various parcels of the I-Drive Property to three tenants: Volcano Island Mini Golf, Dunkin Donuts (aka Jennifer's Donuts), and CBS Outdoor (which operates an electronic billboard on site). Aida's Paradise filed for Chapter 11 bankruptcy (Bankr. M.D. Fla. Case No. 12-00189) on Jan. 6, 2012. Chief Karen S. Jennemann presides over the case. R. Scott Shuker, Esq., at Latham Shuker Eden & Beaudine LLP, serves as the Debtor's counsel. Terry J. Soifer and Consulting CFO, Inc., serves as its financial advisor. The petition was signed by Dr. Adil R. Elias, manager. In its amended schedules, the Debtor disclosed assets of $15,015,435 and liabilities of $9,643,768. Judge Jennemann on May 23, 2013, approved Aida's Paradise's Second Amended Chapter 11 Plan of Reorganization and approved the accompanying disclosure statement. The Plan, as amended, contemplates that the Debtor will continue to manage and lease to tenants its I-Drive properties, and will continue to try to secure a new restaurant tenant. The Debtor is required to maintain all insurance coverage as required under all of the loan documents with TD Bank, including sufficient hazard insurance on its personal property in the amount of the full replacement value of such property, and will secure the hazard insurance coverage, which will name TD Bank as the mortgage holder. ALLIED SYSTEMS: Listing of Unexpired Leases & Executory Contracts ----------------------------------------------------------------- At the sale hearing to approve the sale of substantially all of the assets of Allied Systems Holdings, Inc., et al., to the successful bidder at the Aug. 14, auction for the purchased assets, the Debtors intend to seek approval to assume and assign certain unexpired leases and executory contracts to the successful bidder pursuant to Section 365 of the Bankruptcy Code. A listing of the executory contracts or unexpired leases that the Debtors may seek to assume and assign is available at: http://bankrupt.com/misc/alliedsystems.doc1431.pdf Parties to the assumed and assigned agreements who wish to be notified of the identity of any qualified bidder or successful bidder after such parties are identified were required to submit request for such notification to co-counsel for the Debtors, Troutman Sanders L.L.P., and Richards, Layton & Finger, P.A., by fax to (302) 498-7845 or by e-mail to samis@rlf.com About Allied Systems BDCM Opportunity Fund II, LP, Spectrum Investment Partners LP, and Black Diamond CLO 2005-1 Adviser L.L.C., filed involuntary petitions for Allied Systems Holdings Inc. and Allied Systems Ltd. (Bankr. D. Del. Case Nos. 12-11564 and 12-11565) on May 17, 2012. The signatories of the involuntary petitions assert claims of at least $52.8 million for loan defaults by the two companies. Allied Systems, through its subsidiaries, provides logistics, distribution, and transportation services for the automotive industry in North America. Allied Holdings Inc. previously filed for chapter 11 protection (Bankr. N.D. Ga. Case Nos. 05-12515 through 05-12537) on July 31, 2005. Jeffrey W. Kelley, Esq., at Troutman Sanders, LLP, represented the Debtors in the 2005 case. Allied won confirmation of a reorganization plan and emerged from bankruptcy in May 2007 with $265 million in first-lien debt and $50 million in second- lien debt. The petitioning creditors said Allied has defaulted on payments of $57.4 million on the first lien debt and $9.6 million on the second. They hold $47.9 million, or about 20% of the first-lien debt, and about $5 million, or 17%, of the second-lien obligation. They are represented by Adam G. Landis, Esq., and Kerri K. Mumford, Esq., at Landis Rath & Cobb LLP; and Adam C. Harris, Esq., and Robert J. Ward, Esq., at Schulte Roth & Zabel LLP. Allied Systems Holdings Inc. formally put itself and 18 subsidiaries into bankruptcy reorganization June 10, 2012, following the filing of the involuntary Chapter 11 petition. The Company is being advised by the law firms of Troutman Sanders, Gowling Lafleur Henderson, and Richards Layton & Finger. The bankruptcy court process does not include captive insurance company Haul Insurance Limited or any of the Company's Mexican or Bermudan subsidiaries. The Company also announced that it intends to seek foreign recognition of its Chapter 11 cases in Canada. An official committee of unsecured creditors has been appointed in the case. The Committee consists of Pension Benefit Guaranty Corporation, Central States Pension Fund, Teamsters National Automobile Transporters Industry Negotiating Committee, and General Motors LLC. The Committee is represented by Sidley Austin LLP. Yucaipa Cos. has 55 percent of the senior debt and took the position it had the right to control actions the indenture trustee would take on behalf of debt holders. The state court ruled in March 2013 that the loan documents didn't allow Yucaipa to vote. In March 2013, the bankruptcy court also gave the official creditors' committee authority to sue Yucaipa. The suit includes claims that the debt held by Yucaipa should be treated as equity or subordinated so everyone else is paid before the Los Angeles- based owner. The judge allowed Black Diamond to participate in the lawsuit against Yucaipa and Allied directors. ALLIED SYSTEMS: Wants Court's OK to Ink New Lease With York Realty ------------------------------------------------------------------ Allied Systems Holdings, Inc., et al., ask the U.S. Bankruptcy Court for the District of Delaware to approve the Lease Agreement between York Realty, Inc., and Allied Systems (Canada) Company. Allied Canada will transfer its terminal operations in Edmonton, Canada to a real estate near Edmonton Canada for use as a terminal facility. The lease with Canadian National Railway which owns the leasehold expired Dec. 31, 2011, and since then, CN has allowed Allied Canada to remain as tenant on a month-to-month basis, but has decreased the acreage of the leasehold by more than half, and has increased the rent by more than double to about $7,500 monthly. CN wants Allied Canada to relocate entirely so that it can have full use of the acreage remaining in the leasehold. The lease with York covers about 4 acres of a 9.4 acre tract located about 2 miles from the CN railhead. Also the Lease Agreement has a "build-to-suit" provision whereby York, as Landlord, will build on the leasehold a building to serve as an administrative and maintenance facility. The original term of the Lease is for 5 years beginning Aug. 1, 2013, with a right to early access commencing on July 22nd. The Minimum Rent is $20,000 monthly. According to the Debtor, the Lease is essentially a triple-net lease, inasmuch as it required Allied Canada to pay Additional Rent for its proportional share for taxes, insurance and maintenance costs. The Lease provides for an option to renew for an additional five-year term at a Minimum Rent to be determined by agreement or arbitration. About Allied Systems BDCM Opportunity Fund II, LP, Spectrum Investment Partners LP, and Black Diamond CLO 2005-1 Adviser L.L.C., filed involuntary petitions for Allied Systems Holdings Inc. and Allied Systems Ltd. (Bankr. D. Del. Case Nos. 12-11564 and 12-11565) on May 17, 2012. The signatories of the involuntary petitions assert claims of at least $52.8 million for loan defaults by the two companies. Allied Systems, through its subsidiaries, provides logistics, distribution, and transportation services for the automotive industry in North America. Allied Holdings Inc. previously filed for chapter 11 protection (Bankr. N.D. Ga. Case Nos. 05-12515 through 05-12537) on July 31, 2005. Jeffrey W. Kelley, Esq., at Troutman Sanders, LLP, represented the Debtors in the 2005 case. Allied won confirmation of a reorganization plan and emerged from bankruptcy in May 2007 with $265 million in first-lien debt and $50 million in second- lien debt. The petitioning creditors said Allied has defaulted on payments of $57.4 million on the first lien debt and $9.6 million on the second. They hold $47.9 million, or about 20% of the first-lien debt, and about $5 million, or 17%, of the second-lien obligation. They are represented by Adam G. Landis, Esq., and Kerri K. Mumford, Esq., at Landis Rath & Cobb LLP; and Adam C. Harris, Esq., and Robert J. Ward, Esq., at Schulte Roth & Zabel LLP. Allied Systems Holdings Inc. formally put itself and 18 subsidiaries into bankruptcy reorganization June 10, 2012, following the filing of the involuntary Chapter 11 petition. The Company is being advised by the law firms of Troutman Sanders, Gowling Lafleur Henderson, and Richards Layton & Finger. The bankruptcy court process does not include captive insurance company Haul Insurance Limited or any of the Company's Mexican or Bermudan subsidiaries. The Company also announced that it intends to seek foreign recognition of its Chapter 11 cases in Canada. An official committee of unsecured creditors has been appointed in the case. The Committee consists of Pension Benefit Guaranty Corporation, Central States Pension Fund, Teamsters National Automobile Transporters Industry Negotiating Committee, and General Motors LLC. The Committee is represented by Sidley Austin LLP. Yucaipa Cos. has 55 percent of the senior debt and took the position it had the right to control actions the indenture trustee would take on behalf of debt holders. The state court ruled in March 2013 that the loan documents didn't allow Yucaipa to vote. In March 2013, the bankruptcy court also gave the official creditors' committee authority to sue Yucaipa. The suit includes claims that the debt held by Yucaipa should be treated as equity or subordinated so everyone else is paid before the Los Angeles- based owner. The judge allowed Black Diamond to participate in the lawsuit against Yucaipa and Allied directors. ALLIED SYSTEMS: Top Executive Bonus Proposal Draws Creditor Fire ---------------------------------------------------------------- Peg Brickley writing for Dow Jones' DBR Small Cap reports that a plan by Allied Systems Holdings Inc. to hand out $2.85 million in bonuses to unnamed top executives has triggered a raft of protests and a drive for secrecy about the pumped-up pay packages. About Allied Systems BDCM Opportunity Fund II, LP, Spectrum Investment Partners LP, and Black Diamond CLO 2005-1 Adviser L.L.C., filed involuntary petitions for Allied Systems Holdings Inc. and Allied Systems Ltd. (Bankr. D. Del. Case Nos. 12-11564 and 12-11565) on May 17, 2012. The signatories of the involuntary petitions assert claims of at least $52.8 million for loan defaults by the two companies. Allied Systems, through its subsidiaries, provides logistics, distribution, and transportation services for the automotive industry in North America. Allied Holdings Inc. previously filed for chapter 11 protection (Bankr. N.D. Ga. Case Nos. 05-12515 through 05-12537) on July 31, 2005. Jeffrey W. Kelley, Esq., at Troutman Sanders, LLP, represented the Debtors in the 2005 case. Allied won confirmation of a reorganization plan and emerged from bankruptcy in May 2007 with $265 million in first-lien debt and $50 million in second- lien debt. The petitioning creditors said Allied has defaulted on payments of $57.4 million on the first lien debt and $9.6 million on the second. They hold $47.9 million, or about 20% of the first-lien debt, and about $5 million, or 17%, of the second-lien obligation. They are represented by Adam G. Landis, Esq., and Kerri K. Mumford, Esq., at Landis Rath & Cobb LLP; and Adam C. Harris, Esq., and Robert J. Ward, Esq., at Schulte Roth & Zabel LLP. Allied Systems Holdings Inc. formally put itself and 18 subsidiaries into bankruptcy reorganization June 10, 2012, following the filing of the involuntary Chapter 11 petition. The Company is being advised by the law firms of Troutman Sanders, Gowling Lafleur Henderson, and Richards Layton & Finger. The bankruptcy court process does not include captive insurance company Haul Insurance Limited or any of the Company's Mexican or Bermudan subsidiaries. The Company also announced that it intends to seek foreign recognition of its Chapter 11 cases in Canada. An official committee of unsecured creditors has been appointed in the case. The Committee consists of Pension Benefit Guaranty Corporation, Central States Pension Fund, Teamsters National Automobile Transporters Industry Negotiating Committee, and General Motors LLC. The Committee is represented by Sidley Austin LLP. Yucaipa Cos. has 55 percent of the senior debt and took the position it had the right to control actions the indenture trustee would take on behalf of debt holders. The state court ruled in March 2013 that the loan documents didn't allow Yucaipa to vote. In March 2013, the bankruptcy court also gave the official creditors' committee authority to sue Yucaipa. The suit includes claims that the debt held by Yucaipa should be treated as equity or subordinated so everyone else is paid before the Los Angeles- based owner. The judge allowed Black Diamond to participate in the lawsuit against Yucaipa and Allied directors. AMERICAN AIRLINES: To Offer Antitrust Concessions ------------------------------------------------- Susan Carey, writing for The Wall Street Journal, reported that American Airlines parent AMR Corp. and US Airways Group Inc. are beginning a series of important meetings with U.S. antitrust regulators, dubbed "the end game" by one person familiar with the matter, that could shape the details of the world's largest airline merger. According to the report, U.S. Department of Justice staffers who have been reviewing the planned merger for nearly six months will use the meetings with the carriers and their lawyers to go over the government's questions and concerns, possibly raising the prospect of concessions to win its backing, people knowledgeable about the situation said. The U.S. meetings come as American and US Airways offered to divest a pair of daily slots at London's Heathrow Airport in order to win European Union backing for their planned merger, said two people familiar with the that potential remedy, the report related. The two airlines, which announced their merger plan in mid- February, have said they expect the deal to win antitrust approvals and hope to close the transaction in the third quarter, the report added. The deal, which provides AMR a route out of bankruptcy-court protection, currently is being voted on by AMR's creditors and is slated for a possible confirmation hearing in U.S. Bankruptcy Court on Aug. 15. As in prior airline mergers, antitrust officials reviewing the AMR-US Airways deal are weighing potential benefits for passengers from new flights and improved service against any potential harm from higher fares and reduced competition, by looking at nonstop and connecting flight overlaps, the report said. The department has taken deposition from senior officials at both airlines, a fairly common step, the two people familiar with the matter said. About American Airlines AMR Corp. and its subsidiaries including American Airlines, the third largest airline in the United States, filed for bankruptcy protection (Bankr. S.D.N.Y. Lead Case No. 11-15463) in Manhattan on Nov. 29, 2011, after failing to secure cost-cutting labor agreements. AMR, previously the world's largest airline prior to mergers by other airlines, is the last of the so-called U.S. legacy airlines to seek court protection from creditors. American Airlines, American Eagle and the AmericanConnection carrier serve 260 airports in more than 50 countries and territories with, on average, more than 3,300 daily flights. The combined network fleet numbers more than 900 aircraft. The Company reported a net loss of $884 million on $18.02 billion of total operating revenues for the nine months ended Sept. 30, 2011. AMR recorded a net loss of $471 million in the year 2010, a net loss of $1.5 billion in 2009, and a net loss of $2.1 billion in 2008. AMR's balance sheet at Sept. 30, 2011, showed $24.72 billion in total assets, $29.55 billion in total liabilities, and a $4.83 billion stockholders' deficit. Weil, Gotshal & Manges LLP serves as bankruptcy counsel to the Debtors. Paul Hastings LLP and Debevoise & Plimpton LLP Groom Law Group, Chartered, are on board as special counsel. Rothschild Inc., is the financial advisor. Garden City Group Inc. is the claims and notice agent. Jack Butler, Esq., John Lyons, Esq., Felecia Perlman, Esq., and Jay Goffman, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP serve as counsel to the Official Committee of Unsecured Creditors in AMR's chapter 11 proceedings. Togut, Segal & Segal LLP is the co-counsel for conflicts and other matters; Moelis & Company LLC is the investment banker, and Mesirow Financial Consulting, LLC, is the financial advisor. Bankruptcy Creditors' Service, Inc., publishes AMERICAN AIRLINES BANKRUPTCY NEWS. The newsletter tracks the Chapter 11 proceeding undertaken by AMR Corp. and its affiliates. (http://bankrupt.com/newsstand/or 215/945-7000). AMERICAN AIRLINES: Antitrust Concessions Offered to Close Deal -------------------------------------------------------------- Susan Carey writing for Dow Jones' DBR Small Cap reports that American Airlines parent AMR Corp. and US Airways Group Inc. are beginning a series of important meetings with U.S. antitrust regulators, dubbed "the end game" by one person familiar with the matter, that could shape the details of the world's largest airline merger. 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 APPLIED DNA: Gerald Catenacci Held 5.9% Equity Stake at July 12 --------------------------------------------------------------- In an amended Schedule 13D filing with the U.S. Securities and Exchange Commission, NeuStrada Capital, LLC, and Gerald Catenacci disclosed that as of July 12, 2013, they beneficially owned 40,827,268 shares of common stock of Applied DNA Sciences, Inc., representing 5.96 percent of the shares outstanding. As of July 12, 2013, Neustada Capital sold 2,562,138 shares and Gerald Catenacci acquired 586, 453 shares upon the exercising of an option as director on the Board of Directors on June 11, 2013. A copy of the regulatory filing is available for free at: http://is.gd/E4SLt5 About Applied DNA Stony Brook, N.Y.-based Applied DNA Sciences, Inc., is principally devoted to developing DNA embedded biotechnology security solutions in the United States. The Company's shares of common stock are quoted on the OTC Bulletin Board under the symbol "APDN." Applied DNA incurred a net loss of $7.15 million for the year ended Sept. 30, 2012, compared with a net loss of $10.51 million for the year ended Sept. 30, 2011. The Company's balance sheet at March 31, 2013, showed $5.07 million in total assets, $8.84 million in total liabilities and a $3.77 million total stockholders' deficit. APPLIED DNA: Registers 124.2MM Common Shares Held by Crede ---------------------------------------------------------- Applied DNA Sciences, Inc., filed a Form S-3 registration statement with the U.S. Securities and Exchange Commission relating to the resale of up to 124,282,314 shares of the Company's common stock, $.001 par value, by Crede CG III, Ltd. These shares of common stock include 46,742,209 shares issuable upon conversion of Series B Preferred Stock and 66,844,918 shares issuable upon exercise or exchange of warrants. The Company is not selling any securities under this prospectus and will not receive any of the proceeds from the sale of common stock by Crede except for funds received from the exercise of warrants held by the selling stockholder, if and when exercised for cash. The Company will pay the expenses of registering these shares, including legal and accounting fees. The shares of common stock offered by Crede have been or may be issued pursuant to the Securities Purchase Agreement dated July 19, 2013. The Company's shares of common stock are quoted on the OTC Bulletin Board under the symbol "APDN." On July 23, 2013, the closing sales price for the Company's common stock on the OTC Bulletin Board was $0.1765 per share. A copy of the Form S-3 prospectus is available for free at: http://is.gd/Ahvhm3 About Applied DNA Stony Brook, N.Y.-based Applied DNA Sciences, Inc., is principally devoted to developing DNA embedded biotechnology security solutions in the United States. The Company's shares of common stock are quoted on the OTC Bulletin Board under the symbol "APDN." Applied DNA incurred a net loss of $7.15 million for the year ended Sept. 30, 2012, compared with a net loss of $10.51 million for the year ended Sept. 30, 2011. The Company's balance sheet at March 31, 2013, showed $5.07 million in total assets, $8.84 million in total liabilities and a $3.77 million total stockholders' deficit. BASIS FARM: Bartning Project Files for Chapter 7 ------------------------------------------------ Jacqueline Palank, writing for The Wall Street Journal, reported that a project to bring farm-grown and raised foods directly to New York City dwellers has filed for bankruptcy liquidation. According to the report, Basis Farm to Chef LLC, a project of New York entrepreneur Bion C. Bartning, filed for Chapter 7 bankruptcy liquidation in Manhattan, court papers show. Under Chapter 7 of the U.S. Bankruptcy Code, an independent trustee is appointed to oversee the sale of the company's assets and distribute the proceeds to creditors, the report related. Unlike Chapter 11 proceedings, there's no chance of rehabilitation for the company in Chapter 7. Neither a company representative nor its bankruptcy attorney could be reached for comment, the report said. The Basis Farm to Chef reported assets of nearly $127,000 and debts of $491,600 in its bankruptcy petition, the report said. Basis, a separate company, isn't in bankruptcy proceedings. The company's list of creditors reads like the makings of a tasty meal: Battenkill Valley Creamery, Bulich Mushroom Co., Kauffman's Fruit Farm, Maplebrook Mountain Mozzarella and Saratoga Apple. Mr. Bartning founded Basis in 2008 to sell chicken, fruits, vegetables, milk and other farm products to New York City restaurants and other customers, the report related. The following year, Basis took over Farm to Chef, another local food- distribution business that began in 2004 with support from New York state agricultural officials. "Farm to Chef's commitment to making it easier for wholesale customers to buy directly from small and midsize farmers is very much in line with the Basis mission of good food for all," Mr. Bartning said in an April 2009 news release. Food & Wine magazine heralded Mr. Bartning as a "culinary crusader" for selling local farm food directly to New Yorkers daily and not just at weekly farmers' markets, the report recalled. He created Basis Market, a convenience store that the magazine said carries meat, produce and dairy products from more than 40 farms and at cheaper prices than farmers' markets. "There are people who say eggs should cost $9 a dozen. I completely disagree with that," Mr. Bartning told the magazine in its November 2009 issue, the report cited. "We're finding producers who are willing to be fair in their pricing, and we're being fair in what we charge." BELLISIO FOODS: S&P Assigns 'B' Rating to C$20-Mil. Term Loan ------------------------------------------------------------- Standard & Poor's Ratings Services assigned its 'B' issue-level rating to Bellisio Foods Inc.'s C$20 million Canadian term loan and '3' recovery rating, indicating S&P's expectations for meaningful (50% to 70%) recovery in the event of a payment default. The borrower of the Canadian term loan is Bellisio Foods Canada Corp. "Bellisio shifted its debt tranches to the originally proposed deal, yet the total amount of the company's senior secured credit facilities remains 345 million," said Standard & Poor's credit analyst Bea Chiem. The ratings on the company's $30 million revolver, due 2018, $162 million term loan due 2019 (increased from $155 million), and $133 million (reduced from $160 million) delayed draw term loan due 2019 remain unchanged at 'B' with '3' recovery ratings following the company's changes to the debt tranche amounts. The 'B' corporate credit rating on Bellisio remains unchanged. S&P will withdraw its issue-level ratings on the company's existing $170 million term loan and $30 million revolving credit facility following the close of the transaction. RATINGS LIST Ratings Unchanged Bellisio Foods Inc. Corporate credit rating B/Stable $30 mil. revolving loan due 2018 B Recovery rating 3 *$162 mil. term loan due 2019 B Recovery rating 3 *$133 mil. delayed draw term loan due 2019 B Recovery rating 3 New Rating C$20 mil. term loan due 2019 B Recovery rating 3 *outstanding amounts BMC US: High Leverage Prompts Moody's to Assign 'B2' CFR -------------------------------------------------------- Moody's Investors Service assigned ratings to BMC U.S. Co., a newly formed company set up to acquire BMC Software, Inc., as follows: B2 corporate family and probability of default, B1 to the proposed senior secured domestic facilities, Ba3 to the senior secured foreign facility, Caa1 to the proposed senior unsecured notes and a SGL-2 Speculative Grade Liquidity Rating. Moody's will downgrade BMC's existing 7.25% Senior Unsecured Notes due 2018 to Caa1 and withdraw all other existing ratings of BMC at closing of the transaction. The ratings outlook is stable. The proposed debt facilities are being used to finance the acquisition of BMC by a group of private investment firms led by Bain Capital and Golden Gate Capital. Rating Rationale: The B2 corporate family rating reflects the very high leverage as a result of the buyout and limited proportion of equity in the capital structure. Debt to EBITDA is estimated to be approximately 6.6x pro forma for the transaction (on a Moody's-adjusted basis) and equity expected to comprise only 17.5% of the total capital structure. EBITDA is calculated pro forma for certain cost savings and treats capitalized software as an expense (unlike most enterprise software companies, BMC capitalizes a significant portion of R&D). The ratings also reflect the strength of BMC's market position as a leading independent provider of IT systems management software solutions, the resiliency of its high-margin mainframe software business and resultant cash generating capabilities. If not for BMC's market strength, free cash generating capabilities and scale, the ratings would be lower given the debt load and resulting financial leverage. "BMC's mainframe segment (MSM), though a slow growth business, is very stable and we estimate it continues to generate two-thirds or greater of the company's operating profit and cash flow", said Matthew Jones, Moody's Senior Analyst. The company's non-mainframe business segment (ESM) has the potential for mid-single digit growth but has struggled with sales force turmoil, license declines and margin deterioration in recent periods. Annualized ESM bookings trends are promising however and the business appears to be stabilizing. "Nonetheless, the company is assuming a significant amount of debt while it is in the midst of reviving its core product offerings, navigating an evolving IT management market and right-sizing its cost structure. The IT management software industry is evolving to adapt to the growing complexity of cloud based, hosted, and on- premise IT environments and the established players such BMC, CA, IBM and HP are scrambling to address the shift", added Matthew Jones of Moody's. Liquidity is expected to be good with an expected $350 million of cash at closing, an undrawn $350 million revolver and expected annual free cash flow in excess of $350 million (before transaction or restructuring charges). Given the continuing need to make acquisitions to remain competitive, cash will likely be used for acquisitions rather than debt repayment. The ratings could be downgraded if leverage is expected to exceed 7x other than on a temporary basis. Ratings could be upgraded if leverage declines to under 5x on a sustained basis. Given the aggressive financial policies of the new owners however, an upgrade is unlikely in the near to medium term. The following ratings were assigned: Assignments: Issuer: BMC U.S. Co. Corporate Family Rating, Assigned B2 Probability of Default Rating, Assigned B2-PD Speculative Grade Liquidity Rating, Assigned SGL-2 Senior Secured Bank Revolving Credit Facility, Assigned B1 (LGD3, 35 %) Senior Secured Bank Term Loan Credit Facility, Assigned B1 (LGD3, 35 %) Senior Unsecured Regular $US Bond/Debenture, Assigned Caa1 (LGD5, 88 %) Senior Unsecured Regular EUR Bond/Debenture, Assigned Caa1 (LGD5, 88 %) Issuer: BMC Foreign Co. Senior Secured Bank Term Loan Credit Facility, Assigned Ba3 (LGD3, 32 %) BMC's existing ratings remain under review for downgrade. At closing of the acquisition, all existing BMC ratings (except the 2018 notes) will be withdrawn. The debt instrument ratings were determined in conjunction with Moody's Loss Given Default Methodology and reflect the instruments relative position in the capital structure. The foreign secured term loan was rated one notch up from the domestic secured term loan reflecting its relatively stronger security package which comes from a pledge of certain non-U.S. assets which the domestic term loans do not have. The new senior notes used to fund the leveraged buyout will benefit from certain subsidiary guarantees that the pre-transaction BMC senior notes due 2018 do not, although the difference in guarantee packages is not sufficient to justify a differential in the instrument ratings at this time. The principal methodology used in this rating was the Global Software Industry Methodology published in October 2012. Other methodologies used include Loss Given Default for Speculative- Grade Non-Financial Companies in the U.S., Canada and EMEA published in June 2009. BMC is a provider of a broad range IT management software tools and had revenues of $2.2 billion for the twelve months ended March 31, 2013. The company is headquartered in Houston, TX. BONDS.COM GROUP: Stockholders Elect 10 Directors ------------------------------------------------ Bonds.com Group, Inc., held its 2013 annual meeting of stockholders on July 17, 2013, at which the stockholders, among other things: (1) elected Edwin L. Knetzger, III, Michel Daher, Thomas Thees, George O'Krepkie, Henri J. Chaoul, Ph.D., Mark Daher, Michael Gooch, Patricia Kemp, Michael Trica and Eugene Lockhart as directors of the Company to serve until the 2014 Annual Meeting of Stockholders; (2) approved, on an advisory basis, the compensation of the Company's named executive officers; and (3) selected "every three years" as the desired frequency of future advisory vote on executive compensation. About Bonds.com Group Based in Boca Raton, Florida, Bonds.com Group, Inc. (OTC BB: BDCG) -- http://www.bonds.com/-- through its subsidiary Bonds.com, Inc., serves institutional fixed income investors by providing a comprehensive zero subscription fee online trading platform. The Company designed the BondStation and BondStationPro platforms to provide liquidity and competitive pricing to the fragmented Over- The-Counter Fixed Income marketplace. The Company differentiates itself by offering through Bonds.com, Inc., an inventory of more than 35,000 fixed income securities from more than 175 competing sources. Asset classes currently offered on BondStation and BondStationPro, the Company's fixed income trading platforms, include municipal bonds, corporate bonds, agency bonds, certificates of deposit, emerging market debt, structured products and U.S. Treasuries. Bonds.com Group disclosed a net loss of $6.98 million in 2012, as compared with a net loss of $14.45 million in 2011. The Company's balance sheet at March 31, 2013, showed $8.36 million in total assets, $5.75 million in total liabilities and $2.60 million in total stockholders' equity. EisnerAmper LLP, in New york, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2012, citing recurring losses and negative cash flows from operations, and a working capital deficiency and a stockholders' deficiency that raise substantial doubt about its ability to continue as a going concern. BUILDERS FIRSTSOURCE: Incurs $48.2-Mil. Net Loss in 2nd Quarter --------------------------------------------------------------- Builders FirstSource, Inc., reported a net loss of $48.20 million on $398.14 million of sales for the three months ended June 30, 2013, as compared with a net loss of $12.05 million on $271.91 million of sales for the same period during the prior year. For the six months ended June 30, 2013, the Company incurred $60.01 million on $717.85 million of sales, as compared with a net loss of $31.24 million on $491.30 million of sales for the same period a year ago. As of June 30, 2013, the Company had $505.50 million in total assets, $513.95 million in total liabilities and a $8.45 million total stockholders' deficit. Floyd Sherman, Builders FirstSource chief executive officer stated, "I am once again very pleased to report another quarter of improving financial performance. We ended the second quarter with almost $400 million in sales and improved our Adjusted EBITDA by over $14 million on a year-over-year basis, and our second quarter sales grew 46.4 percent compared to the second quarter of 2012. Over the same time period, actual single-family housing starts in the South Region increased 14.5 percent, and single-family units under construction increased 27.4 percent." Mr. Sherman added, "Lumber and lumber sheet good prices were, on average, 21.5 percent higher during the second quarter of 2013 as compared to those in the same quarter last year, though prices did fall approximately 30 percent during the quarter. Falling prices in the back half of the quarter relieved some of the gross margin pressure we had been experiencing from commodity inflation, and we were able to improve our gross margin by 100 basis points for the current quarter due to both improved pricing and higher sales volumes." A copy of the press release is available for free at: http://is.gd/tJSfth About Builders FirstSource Headquartered in Dallas, Texas, Builders FirstSource Inc. -- http://www.bldr.com/-- supplies and manufactures building products for residential new construction. The Company operates in nine states, principally in the southern and eastern United States, and has 55 distribution centers and 51 manufacturing facilities, many of which are located on the same premises as its distribution facilities. Builders FirstSource reported a net loss of $56.85 million in 2012, a net loss of $64.99 million in 2011 and a $95.50 million in 2010. * * * As reported by the TCR on May 15, 2013, Standard & Poor's Ratings Services Inc. said it raised its corporate credit rating on Dallas-based Builders FirstSource to 'B' from 'CCC'. "The upgrade acknowledges U.S.-based building materials manufacturer and distributor Builders FirstSource Inc.'s 'strong' liquidity based on the company's proposed recapitalization," said Standard & Poor's credit analyst James Fielding. CAESARS ENTERTAINMENT: Names Former Morgans Advisor to Board ------------------------------------------------------------ The Board of Directors of Caesars Entertainment Corporation elected Mr. Fred J. Kleisner to serve as a member of the Board. Mr. Kleisner was also appointed to serve on the Company's Audit Committee, replacing Lynn Swann. Mr. Swann will continue to serve as a member of the Board and as a member of the Company's Human Resources Committee, the Nominating and Corporate Governance Committee and the 162m Plan Committee. Mr. Kleisner has been Senior Advisor of Morgans Hotel Group Co., served as the President of Hard Rock Hotel Inc. and Hard Rock Hotel Holdings LLC and also served as the Chief Executive Officer of Morgans Hotel Group Co. He has also served in management positions with Rex Advisors, LLC, Wyndham International, Inc., and Starwood Hotels & Resorts Worldwide, Inc., Westin Hotels and Resorts, Interstate Hotels Company, The Sheraton Corporation, and Hilton Hotels, Corp. Since August 2011, Mr. Kleisner has served as a director of Apollo Residential Mortgage, Inc., and as a member of their Audit Committee and Compensation Committee. In addition, since April 2009, he has served as a director of Kindred Healthcare, Inc (NYSE:KND), where he is the Chairman of their Executive Compensation Committee, and serves on their Compliance and Quality Committee. The Human Resources Committee also approved Mr. Kleisner's base compensation for his board service of $75,000 per year plus $25,000 per year for Audit Committee service for a total of $100,000 effective July 23, 2013. Additionally, on July 23, 2013, the Human Resources Committee awarded Mr. Kleisner an option to purchase 2,500 shares of the Company's common stock and 5,000 restricted stock units. About Caesars Entertainment Caesars Entertainment Corp., formerly Harrah's Entertainment Inc. -- http://www.caesars.com/-- is one of the world's largest casino companies, with annual revenue of $4.2 billion, 20 properties on three continents, more than 25,000 hotel rooms, two million square feet of casino space and 50,000 employees. Caesars casino resorts operate under the Caesars, Bally's, Flamingo, Grand Casinos, Hilton and Paris brand names. The Company has its corporate headquarters in Las Vegas. Harrah's announced its re-branding to Caesar's on mid-November 2010. The Company incurred a net loss of $1.49 billion on $8.58 billion of net revenues for the year ended Dec. 31, 2012, as compared with a net loss of $666.70 million on $8.57 billion of net revenues during the prior year. The Company incurred a $823.30 million net loss in 2010. The Company's balance sheet at March 31, 2013, showed $27.47 billion in total assets, $28.03 billion in total liabilities, and a $560 million total deficit. * * * Caesars Entertainment carries a 'CCC' long-term issuer default rating, with negative outlook, from Fitch and a 'Caa1' corporate family rating with negative outlook from Moody's Investors Service. As reported in the TCR on Feb. 5, 2013, Moody's Investors Service lowered the Speculative Grade Liquidity rating of Caesars Entertainment Corporation to SGL-3 from SGL-2, reflecting declining revolver availability and Moody's concerns that Caesars' earnings and cash flow will remain under pressure causing the company's negative cash flow to worsen. In the May 7, 2013, edition of the TCR, Standard & Poor's Ratings Services said that it lowered its corporate credit ratings on Las Vegas-based Caesars Entertainment Corp. (CEC) and wholly owned subsidiary Caesars Entertainment Operating Co. (CEOC) to 'CCC+' from 'B-'. "The downgrade reflects weaker-than-expected operating performance in the first quarter, and our view that Caesars' capital structure may be unsustainable over the next two years based on our EBITDA forecast for the company," said Standard & Poor's credit analyst Melissa Long. CASPIAN ENERGY: TSX Extends Delisting Date for Common Shares ------------------------------------------------------------ Caspian Energy Inc. on July 26 disclosed that the Toronto Stock Exchange ("TSX") has extended the date for the delisting of Caspian's common shares from August 1, 2013 to August 22, 2013. The delisting date was delayed by the TSX at the request of Caspian. Caspian requested the delay in order to allow further time for Caspian to pursue a listing on NEX. About Caspian Energy Inc. Caspian Energy Inc. is an oil and gas exploration company operating in Kazakhstan where it has a number of targets in the highly prospective Aktobe Oblast of Western Kazakhstan. Caspian Energy holds these assets by virtue of its 40% equity stake in Aral Petroleum Capital LLP (which as noted in Caspian's material change report of June 24, 2013 will be reduced to 33.5% upon satisfaction or waiver of all conditions precedent in a purchase and sale agreement). Aral Petroleum Capital LLP holds an exclusive license, which entitles it to explore and develop certain oil and gas properties known as a "North Block", an area of 1500 sq.km, as well as a 25-year production contract for the East Zhagabulak field. The Company's license area lies immediately adjacent to the various producing fields, including the Alibekmola, Zhanazhol, and Kenkiyak fields. CATALYST PAPER: Posts $28-Mil. Net Loss in Second Quarter 2013 -------------------------------------------------------------- Catalyst Paper reported a net loss of $28.0 million ($1.93 per common share) for the second quarter of 2013, a period heavily impacted by maintenance downtime. Before specific items, the net loss was $18.1 million. Specific items in Q2 included a $2.1 million gain on the sale of the Elk Falls industrial site, a non- cash loss on the mandatory redemption of Exit Notes of $2.3 million and a $9.6 million non-cash loss on the effect of foreign exchange on our US dollar denominated debt. This compares with the Q1 net loss of $9.8 million ($0.89 per common share) and $11.6 million net loss before specific items. Adjusted earnings before interest, taxes and depreciation (EBITDA) and EBITDA before restructuring costs in the second quarter were negative $0.6 million and negative $0.5 million respectively. Revenues of $263.4 million for the quarter were up from the prior quarter, reflecting higher sales volumes for specialty uncoated, newsprint and directory, higher transaction prices for newsprint and pulp, as well as the effect of the weaker Canadian dollar. Pulp sales volume was up over the same quarter of 2012 as was the transaction price. Increased paper sales volumes, higher transaction prices for pulp and a weaker Canadian dollar did not offset the higher costs in the quarter arising from maintenance, electricity rate increases and re-imposition of the provincial sales tax (PST) effective April 1st. Cash flow from operations increased by $11.2 million and liquidity improved by $63.1 million from the same period last year, due in part to borrowing base improvements, asset sale proceeds and a return to more normalized vendor payment terms since the company's exit from creditor protection. Market Conditions Markets for all the company's paper products remain challenging and demand trended down overall compared to the same period of the prior year. Newsprint and directory showed the steepest decline at 8.9% and 15.2% respectively, while the decline in specialty coated at 4.9% and specialty uncoated at 1.3% was less pronounced. North American benchmark prices for high gloss and high-bright papers were flat and were down slightly for coated mechanical papers and newsprint compared to last quarter. Directory pricing remained stable as contracts are negotiated annually. Continued growth in Latin America, along with higher transaction prices and increased sales of Marathon-Lite, the company's 40-gsm newsprint product, improved newsprint sales revenues in the quarter. In the face of perpetually challenging paper markets, Ascent, the new coated three paper manufactured at the Port Alberni mill, is a bright spot, with sales to commercial printers and retail advertisers growing steadily for catalogues, magazines, retail inserts and other marketing materials. In addition, Sage, the Company environmentally focused product offering, is performing well as a means to protect and gain new business. Pulp demand and prices remained favorable over the previous year with NBSK pulp markets continuing a modest recovery in Western Europe and North America. Outlook A stronger U.S. economy and improvements in the housing and labor markets are expected to lead modest global growth through the balance of the year. In contrast, Canadian growth is expected to slow and the Canadian dollar is expected to remain at a sub-par level relative to the U.S. dollar. Macro-economic conditions, however, are expected to have little upside impact on printing paper markets as the migration to electronic media continues. The strongest impact will be felt in directory and newsprint grades. Demand for coated and uncoated specialty mechanical grades will see the normal seasonal improvement in the latter half of the year and operating rates are expected to tighten. Price increases for uncoated mechanical high gloss grades ranging from $50-60 per ton effective July 1 are expected to be partially implemented through the third quarter. Newsprint export markets are expected to remain strong through the latter half, helping to compensate for continued demand losses in North America with pricing remaining firm for the balance of 2013. The NBSK pulp market improvement in the first half of the year is expected to level off in the third quarter with slower growth projected for the Chinese economy through the second half of the year. Input costs are expected to remain stable on all but electricity where utility rate increases combined with the impact of the April 1 re-imposition of PST will significantly increase energy costs. The Company is taking all steps available to mitigate the cost impacts, including reducing consumption, maximizing self- generation at its mills, and intensive advocacy to bring the social and economic impact of escalating hydro costs on industrial customers to the attention of governments. With completion of the two planned total mill outages at Crofton and Port Alberni now behind the Company, planned maintenance spending and downtime will be reduced for the remainder of the year. The Company has adequate liquidity with no significant or extraordinary uses of cash anticipated for the balance of 2013. Further Quarterly Results Materials This release, along with the full annual Management Discussion & Analysis, Financial Statements and accompanying notes are available on the Company's Web site at http://www.catalystpaper.com/Investors About Catalyst Paper Catalyst Paper Corp. (TSX: CYT) -- http://www.catalystpaper.com/ -- manufactures diverse specialty mechanical printing papers, newsprint and pulp. Its customers include retailers, publishers and commercial printers in North America, Latin America, the Pacific Rim and Europe. With three mills, located in British Columbia, Catalyst has a combined annual production capacity of 1.5 million tonnes. The Company is headquartered in Richmond, British Columbia, Canada and is ranked by Corporate Knights magazine as one of the 50 Best Corporate Citizens in Canada. On Jan. 31, 2012, Catalyst Paper Corporation and certain of its subsidiaries obtained an Initial Order from the Supreme Court of British Columbia under the Companies' Creditors Arrangement Act (CCAA). The Company applied for recognition of the Initial Order under Chapter 15 of Title 11 of the U.S. Bankruptcy Code. Catalyst Paper Corporation and all of its subsidiaries and partnership successfully emerged from creditor protection proceedings under the CCAA and Chapter 15 of the U.S. Bankruptcy Code on Sept. 13, 2012. The Company met all of the conditions to implement the second amended plan of arrangement on the emergence date by securing exit financing consisting of a new asset-based loan facility (ABL Facility) and new floating rate senior secured notes (Floating Rate Notes). CENGAGE LEARNING: Looks to Continue Exploring Apax Debt Buy ----------------------------------------------------------- Stewart Bishop of BankruptcyLaw360 reported that textbook publisher Cengage Learning Inc. asked a New York bankruptcy court for leave to hire Willkie Farr & Gallagher LLP to probe the acquisition of company debt by private equity firm Apax Partners, which has a controlling stake in the business. According to the report, before it filed for Chapter 11, Cengage had retained Willkie Farr at the behest of independent director Richard D. Feintuch in connection with an evaluation and analysis of the acquisition by Apax and its affiliates of the company's debt. About Cengage Learning Stamford, Connecticut-based Cengage Learning -- http://www.cengage.com/-- provides innovative teaching, learning and research solutions for the academic, professional and library markets worldwide. Cengage Learning's brands include Brooks/Cole, Course Technology, Delmar, Gale, Heinle, South Western and Wadsworth, among others. Apax Partners LLP bought Cengage in 2007 from Thomson Reuters Corp. in a $7.75 billion transaction. The acquisition was funded in part with $5.6 billion in new debt financing. Cengage Learning Inc. filed a petition for Chapter 11 reorganization (Bankr. E.D.N.Y. Case No. 13-bk-44106) on July 2, 2013, in Brooklyn, New York, after signing an agreement where holders of $2 billion in first-lien debt agree to support a reorganization plan. The plan will eliminate more than $4 billion of $5.8 billion in debt. First-lien lenders who signed the so-called plan-support agreement include funds affiliated with BlackRock Inc., Franklin Mutual Adviser LLC, KKR & Co. and Oaktree Capital Management LP. Second- lien creditors and holders of unsecured notes aren't part of the agreement. The Debtors have tapped Kirkland & Ellis LLP as counsel, Lazard Freres & CO. LLC as financial advisor, Alvarez & Marsal North America, LLC, as restructuring advisor, and Donlin, Recano & Company, Inc., as claims and notice agent. A nine-member official committee of unsecured creditors has been appointed in the Debtors' Chapter 11 cases. CENGAGE LEARNING: Willkie Farr to Advise Independent Director ------------------------------------------------------------- Cengage Learning, Inc., et al., ask the U.S. Bankruptcy Court for the Eastern District of New York for permission to employ the law firm of Willkie Farr & Gallagher LLP as special investigation counsel to the independent director of the Debtors, nunc pro tunc to the Petition Date. On May 23, 2013, Willkie Farr was retained by Cengage Learning GP I LLC and its controlled subsidiaries, including the Debtors, to provide assistance and counsel to Richard D. Feintuch, the independent member of the board of directors of Cengage GP, in connection with an evaluation and analysis of the acquisition by Apax Partners or certain of its affiliates of certain debt instruments of the Debtors. The Debtors desire to retain Willkie Farr to continue to provide the legal services as are necessary and requested by the independent director in connection with the investigation. Marc Abrams, a member of Willkie Farr, tells the Court that the hourly rates of the firm's personnel are: Attorneys $310 - $1,130 Paralegals $125 - $310 Willkie Farr has received retainers and payments totaling $658,875 in the aggregate for services performed for the Debtors. Of such amounts, Willkie Farr currently holds an unapplied retainer of $375,605. As of the Petition Date, the Debtors do not owe Willkie Farr any amounts for legal services rendered before the Petition Date, although certain fees and expenses aggregating approximately $12,712 have been incurred by Willkie Farr, but not yet applied to Willkie Farr's retainer. An Aug. 15, 2013, hearing at 12:30 p.m. has been set. Objections, if any, are due Aug. 8, 2013, at 5 p.m. About Cengage Learning Stamford, Connecticut-based Cengage Learning -- http://www.cengage.com/-- provides innovative teaching, learning and research solutions for the academic, professional and library markets worldwide. Cengage Learning's brands include Brooks/Cole, Course Technology, Delmar, Gale, Heinle, South Western and Wadsworth, among others. Apax Partners LLP bought Cengage in 2007 from Thomson Reuters Corp. in a $7.75 billion transaction. The acquisition was funded in part with $5.6 billion in new debt financing. Cengage Learning Inc. filed a petition for Chapter 11 reorganization (Bankr. E.D.N.Y. Case No. 13-bk-44106) on July 2, 2013, in Brooklyn, New York, after signing an agreement where holders of $2 billion in first-lien debt agree to support a reorganization plan. The plan will eliminate more than $4 billion of $5.8 billion in debt. First-lien lenders who signed the so-called plan-support agreement include funds affiliated with BlackRock Inc., Franklin Mutual Adviser LLC, KKR & Co. and Oaktree Capital Management LP. Second- lien creditors and holders of unsecured notes aren't part of the agreement. Jonathan S. Henes, P.C., at Kirkland & Ellis LLP represents the Debtor in its restructuring effort, Lazard Freres & CO. LLC as financial advisor, Alvarez & Marsal North America, LLC, as restructuring advisor, and Donlin, Recano & Company, Inc., as claims and notice agent. A nine-member official committee of unsecured creditors has been appointed in the Debtors' Chapter 11 cases. CHESAPEAKE ENERGY: S&P Revises Outlook to Stable & Affirms BB- CCR ------------------------------------------------------------------ Standard & Poor's Ratings Services said it has revised its rating outlook on Oklahoma City-based Chesapeake Energy Corp. to stable from negative. S&P affirmed its ratings on the company, including the 'BB-' corporate credit rating on the company, and the 'BB-' corporate credit rating on a related entity, Chesapeake Oilfield Operating LLC. S&P also affirmed the 'BB-' issue-level rating on Chesapeake's senior unsecured notes; the recovery rating on these notes is '3', which indicates S&P's expectation of meaningful (50% to 70%) recovery in the event of a payment default. "Our ratings reflect our assessment of Chesapeake's business risk profile as 'satisfactory' while we view the company's financial risk profile as 'aggressive'," said Standard & Poor's credit analyst Scott Sprinzen. Chesapeake Energy Corp. is one of the largest independent oil and gas exploration and production (E&P) companies in the world. It is the second-largest producer of natural gas in the U.S. (behind ExxonMobil Corp.) and the 11th-largest producer of liquids (oil and natural gas liquids). The company has the largest U.S. onshore leasehold position of any U.S. E&P company (about 14 million net acres), and it is the largest driller of horizontal shale wells globally. Historically, natural gas had been the focus of the company's growth initiatives and accounted for a disproportionate 70% of reserves as of year-end 2012. However, in recent years, in response to weak natural gas prices amid rapidly rising U.S. industry production, Chesapeake, like most other North American E&P companies, has put more emphasis on increasing its output of oil and natural gas liquids, for which pricing has been more favorable. In Chesapeake's case, this has entailed massive investment. S&P views Chesapeake's management and governance as "fair", as this term is defined under its criteria. Under the new CEO, S&P believes that Chesapeake could well take a more disciplined and conservative approach regarding business strategy and financial policy. Standard & Poor's rating outlook on Chesapeake Energy Corp. is stable. S&P will reassess its view when it has a clearer picture of Chesapeake's business strategy and financial policy under its new CEO. There is the potential that financial leverage could be meaningfully reduced if Chesapeake sustains capital spending at lower levels than in recent years and it completes substantial additional asset sales. If S&P expects that Chesapeake will be able to sustain its adjusted debt-to-EBITDA ratio at less than 3.5x, it could raise the ratings. On the other hand, the rating could be jeopardized if S&P came to believe that debt to EBITDA would be above the 5x level for a sustained period. CHESAPEAKE OILFIELD: S&P Affirms 'BB-' Corporate Credit Rating -------------------------------------------------------------- Standard & Poor's Ratings Services affirmed the 'BB-' corporate credit and revised its rating outlook on Oklahoma City-based exploration and production (E&P) company Chesapeake Energy Corp. to stable from negative because S&P believes the company could well pursue a more moderate growth strategy than it has previously, while enhancing profitability and deleveraging its capital structure. Based on this rating action for Chesapeake Energy, S&P is also revising its rating outlook to stable from negative and affirming its 'BB-' corporate credit rating on Oklahoma City-based oilfield services provider Chesapeake Oilfield Operating LLC. Chesapeake Oilfield is a 100% owned subsidiary of Chesapeake Energy and the two entities' businesses are interconnected. "The ratings on Chesapeake Oilfield reflect our view of the company's close business relationship with and ownership by Chesapeake Energy," said Standard & Poor's credit analyst Carin Dehne-Kiley. Although there is no formal guarantee of debt service by parent Chesapeake Energy, S&P believes a moderate to high level of support is implicit based on the companies' interconnected lines of business, Chesapeake Energy's significant investment to date, Chesapeake Energy's 100% ownership of Chesapeake Oilfield, as well as management control and their shared name. Also, a service agreement between the two entities stipulates the parent's guaranteed minimum utilization of Chesapeake Oilfield's equipment and services. Consequently, S&P's rating on Chesapeake Oilfield is equal to the 'BB-' rating on Chesapeake Energy. "Our stand-alone credit profile (SACP) on Chesapeake Oilfield is 'bb-', reflecting our assessment of the company's business risk profile as "weak", financial risk profile as "aggressive", and liquidity as "adequate". In accordance with our criteria, our SACP incorporates the company's close business relationship with Chesapeake Energy, but assumes no extraordinary support," S&P said. The outlook on Chesapeake Oilfield is stable, which is in line with the outlook on parent company Chesapeake Energy. The ratings and outlook on Chesapeake Oilfield are equivalent to S&P's ratings and outlook on Chesapeake Energy, given the extent of Chesapeake Energy's ownership control and the close business ties between the two companies. The ratings on Chesapeake Oilfield and Chesapeake Energy could diverge, however, depending on Chesapeake Energy's level of ownership and our assessment of its willingness to provide extraordinary support to Chesapeake Oilfield. S&P could downgrade Chesapeake Oilfield if it believes the Chesapeake Energy's willingness to provide extraordinary support has changed, and if S&P expects Chesapeake Oilfield's debt-to- EBITDA ratio to exceed 4x for a sustained period. Based on Chesapeake Oilfield's reliance on Chesapeake Energy as its primary customer and Chesapeake Energy's current ownership control, S&P views a rating higher than the rating on Chesapeake Energy as unlikely. However, S&P would consider an upgrade if the company was to meaningfully broaden its customer base, while maintaining debt to EBITDA below 3x. CLEANTECH INNOVATIONS: NASDAQ Relists Stock Following SEC Decision ------------------------------------------------------------------ CleanTech Innovations, Inc., on July 29 disclosed that the company has received a favorable decision from the U.S. Securities Exchange Commission (SEC), setting aside the wrongful 2011 delisting of CleanTech common stock by the NASDAQ Stock Market. In a decision on July 11, 2013, the SEC found that the record did not support allegations made by NASDAQ against CleanTech. NASDAQ relisted CleanTech on the NASDAQ Stock Market as a result of the decision. CleanTech is an innovative, U.S-registered public company engaged in the design and manufacture of five-hundred-foot steel towers to support turbines for wind energy. In July 2010, CleanTech retained licensed attorneys, auditors and broker-dealers to assist the company in going public through a reverse merger. CleanTech applied for the listing on NASDAQ at that time and passed all financial standards for NASDAQ listing. In August 2010, the NASDAQ listing staff raised questions with CleanTech about the company. NASDAQ conducted a thorough review, including statements from involved parties, interviews, and hundreds of pages of correspondence between CleanTech and its U.S. law firms, which CleanTech voluntarily provided after NASDAQ insisted that CleanTech waive its attorney-client privilege. After reviewing hundreds of pages of emails and other documents, NASDAQ approved the CleanTech stock listing on December 10, 2010. The listing approval was unqualified. Only a month later, in January 2011, NASDAQ acted to delist CleanTech citing a lack of disclosure even though the company had complied with all NASDAQ requests for information. CleanTech then asked the NASDAQ Listing and Hearing Review Council to review the delisting decision . On May 19, 2011, the Hearing Review Council remanded the delisting decision back to the NASDAQ Listing Qualifications Panel because it found that the record lacked sufficient fact and detail on issues critical to the NASDAQ decision to delist CleanTech. On May 26, 2011, the decision of the Hearing Review Council was stayed, however, based on the NASDAQ claim that CleanTech's email submission of its delisting appeal brief to the NASDAQ constituted an unallowed "ex parte communication." CleanTech had followed both the instruction of the NASDAQ Law Department and widely accepted appellate procedures in submitting the brief. Former Senator Arlen Specter accepted legal representation of CleanTech, citing a "terrible miscarriage of justice" by NASDAQ. In December 2011, Specter advised CleanTech and brought a lawsuit alleging that NASDAQ violated CleanTech's rights to due process. The suit was later dismissed on procedural grounds, with the court leaving it to the SEC to first evaluate these and other claims. The SEC issued an order on July 11, 2013, setting aside the decision by NASDAQ to delist CleanTech common stock. The SEC found that the record did not support the NASDAQ allegations against CleanTech. NASDAQ relisted CleanTech on the NASDAQ Stock Market as a result of the decision. On July 24, 2013, CleanTech received a letter from the NASDAQ Listing Qualifications staff requesting that the company provide materials and information to help NASDAQ assess CleanTech compliance with NASDAQ listing requirements. In addition, NASDAQ will use the information provided to determine whether it is appropriate to resume NASDAQ trading of CleanTech common stock (currently suspended and trading in the over the counter market) or whether to delist those securities. The July 24th NASDAQ letter also notified CleanTech that it is not in compliance with the continued listing requirements under NASDAQ Rules 5250(c)(1) regarding the obligation to file periodic financial reports with the SEC and 5550(a)(2) regarding maintaining a minimum bid price requirement of $1.00 per share. The July 24th NASDAQ letter requested that CleanTech submit a plan to demonstrate compliance with the listing standards by September 23, 2013. The letter also stated that any decision by NASDAQ staff to delist the Company's common stock will be communicated in writing and CleanTech will have the opportunity to appeal that decision to a NASDAQ Hearing Panel. After the initial NASDAQ delisting of CleanTech, the CleanTech stock price fell more than 98 percent from $9 to $0.14, and more than one thousand American shareholders have lost about $300 million in market capitalization. Since the delisting, CleanTech lost previously committed capital raises and was shut out from other world stock exchanges. For the full July 11, 2013 SEC decision, please visit: http://www.sec.gov/litigation/opinions/2013/34-69968.pdf About CleanTech CleanTech is a U.S.-registered public company with primary operations in China. CleanTech designs and manufactures clean technology products that promote renewable energy generation, energy savings and pollution reduction. COMMUNITY WEST: Earns $2.1 Million in Second Quarter ---------------------------------------------------- Community West Bancshares reported net income of $2.12 million on $7.02 million of total interest income for the three months ended June 30, 2013, as compared with a net loss of $591,000 on $8.03 million of total interest income for the same period during the prior year. For the six months ended June 30, 2013, the Company reported net income of $3.21 million on $13.98 million of total interest income, as compared with net income of $228,000 on $16.35 million of total interest income for the same period a year ago. As of June 30, 2013, the Company had $536.09 million in total assets, $474.01 million in total liabilities and a $62.06 million stockholders' deficit. "We were profitable for the fourth consecutive quarter and have made progress with operating efficiencies while keeping a strong net interest margin," stated Martin E. Plourd, president and chief executive officer. "Credit quality metrics have stabilized, with total nonaccrual loans at just over half the levels that they were as of March 31, 2012, and our capital ratios continue to strengthen. As we look forward, we continue to focus on growing the Bank operations and increasing our lending outreach in the communities we serve." A copy of the press release is available for free at: http://is.gd/G20NJw About Community West Goleta, Calif.-based Community West Bancshares was incorporated in the State of California on Nov. 26, 1996, for the purpose of forming a bank holding company. On Dec. 31, 1997, CWBC acquired a 100% interest in Community West Bank, National Association. Effective that date, shareholders of CWB became shareholders of CWBC in a one-for-one exchange. The acquisition was accounted at historical cost in a manner similar to pooling-of-interests. Community West Bancshares is a bank holding company. CWB is the sole bank subsidiary of CWBC. CWBC provides management and shareholder services to CWB. Consent Agreement On Jan. 26, 2012, the Bank, entered into a consent agreement with the Office of the Comptroller of the Currency, the Bank's primary banking regulator, which requires the Bank to take certain corrective actions to address certain deficiencies in the operations of the Bank, as identified by the OCC. "While the Bank believes that it is in substantial compliance with the OCC Agreement, no assurance can be given that the OCC will concur with the Bank's assessment. Failure to comply with the provisions of the OCC Agreement may subject the Bank to further regulatory action, including but not limited to, being deemed undercapitalized for purposes of the OCC Agreement, and the imposition by the OCC of prompt corrective action measures or civil money penalties which may have a material adverse impact on the Company's financial condition and results of operations." On April 23, 2012, the Company entered into an agreement with the Federal Reserve Bank of San Francisco. Without admitting or denying any alleged charges of unsafe or unsound banking practices and any violations of law, the Company agreed to take corrective actions to address certain alleged violations of law and/or regulation, which included developing and submitting for regulatory approval a cash flow projection of the Company's planned sources and uses of cash for debt service, operating expenses and other purposes. The FRB accepted the cash flow projection on July 10, 2012. In accordance with the FRB Agreement, the Company requested the FRB's approval to pay the dividend due on May 15, 2012, August 15, 2012, November 15, 2012 and February 15, 2013 on the Company's Series A Preferred Stock. Those requests were denied. The Board and Management will continue to work closely with the OCC and FRB to achieve compliance with the terms of both agreements and improve the Company's and Bank's strength, security and performance. DAIS ANALYTIC: Sells 2.3 Million Restricted Shares -------------------------------------------------- Dais Analytic Corporation issued, pursuant to a Stock Purchase Agreement with one private investor, 2,350,000 restricted shares of the Company's common stock at a purchase price of $0.10 per share for a total of $235,000. With the issuance of the common stock, the Company issued warrants to purchase 587,500 shares of the Company's common stock at $0.50 per share. The Warrants are exercisable for 60 months. The Warrants are subject to standard anti-dilution adjustments for stock splits and other subdivisions. The proceeds from the sale of the securities will be used for working capital purposes. No underwriter or placement agent was used in the sale of the common stock or Warrants. About Dais Analytic Odessa, Fla.-based Dais Analytic Corporation has developed and patented a nano-structure polymer technology, which is being commercialized in products based on the functionality of these materials. The initial product focus of the Company is ConsERV, an energy recovery ventilator. The Company also has new product applications in various developmental stages. In the auditors' report accompanying the financial statements for year ended Dec. 31, 2011, Cross, Fernandez & Riley LLP, in Orlando, Florida, expressed substantial doubt about the Company's ability to continue as a going concern. The independent auditors noted that the Company has incurred significant losses since inception and has a working capital deficit and stockholders' deficit of $3.22 million and $4.90 million at Dec. 31, 2011. The Company reported a net loss of $2.33 million in 2011, compared with a net loss of $1.43 million in 2010. The Company's balance sheet at March 31, 2013, showed $1.08 million in total assets, $4.26 million in total liabilities and a $3.18 million total stockholders' deficit. DELPHI CORP: US Gov't Fights Bid to Close Bankruptcy Cases ---------------------------------------------------------- Jamie Santo of BankruptcyLaw360 reported that the federal government urged a New York bankruptcy judge to reject a motion to close the various cases left open after auto parts giant Delphi Corp. exited Chapter 11, saying the request is premature because a number of environmental cleanup obligations remain unfilled. According to the report, DPH Holdings Corp. and the DPH Holdings Share Trust -- the reorganized debtors created to wind down the estate when Delphi emerged from bankruptcy in 2009 -- seek a determination that the bankruptcy cases can be closed by the end of the year. About Delphi Corp. Based in Troy, Michigan, Delphi Corporation -- http://www.delphi.com/-- is a global supplier of electronics and technologies for automotive, commercial vehicle and other market segments. Delphi operates major technical centers, manufacturing sites and customer support facilities in 30 countries. The Company filed for Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 05-44481) on Oct. 8, 2005. John Wm. Butler Jr., Esq., John K. Lyons, Esq., and Ron E. Meisler, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, represented the Debtors in their restructuring efforts. Robert J. Rosenberg, Esq., Mitchell A. Seider, Esq., and Mark A. Broude, Esq., at Latham & Watkins LLP, represented the Official Committee of Unsecured Creditors. As of June 30, 2008, the Debtors' balance sheet showed US$9,162,000,000 in total assets and US$23,742,000,000 in total debts. The Court confirmed Delphi's plan on Jan. 25, 2008. The Plan was not consummated after a group led by Appaloosa Management, L.P., backed out from their proposal to provide US$2,550,000,000 in equity financing to Delphi. At the end of July 2009, Delphi obtained confirmation of a revised plan, build upon a sale of the assets to a entity formed by some of the lenders who provided $4 billion of debtor-in-possession financing, and General Motors Company. On Oct. 6, 2009, Delphi's Chapter 11 plan of reorganization became effective. A Master Disposition Agreement executed among Delphi Corporation, Motors Liquidation Company, General Motors Company, GM Components Holdings LLC, and DIP Holdco 3, LLC, divides Delphi's business among three separate parties -- DPH Holdings LLC, GM Components, and DIP Holdco 3. Delphi emerged from Chapter 11 as DPH Holdings. DPH Holdings is responsible for the post-Effective Date administration and eventual closing of the Chapter 11 cases as well as the disposition of certain retained assets and payment of certain retained liabilities as provided under the Modified Plan. Delphi Automotive PLC is UK-based company formed in May 2011 as a holding company for US-based automotive parts manufacturer Delphi Automotive LLP. Delphi Automotive LLP is the successor to the former Delphi Corporation. At the time of its formation, Delphi Automotive PLC filed an initial public offering seeking to raise at least $100 million. Bankruptcy Creditors' Service, Inc., publishes DELPHI BANKRUPTCY NEWS. The newsletter tracks the Chapter 11 proceedings of Delphi Corp. and its debtor-affiliates (http://bankrupt.com/newsstand/or 215/945-7000). DETROIT, MI: State Legal Challenges Barred; Mediator Mulled ----------------------------------------------------------- Scott Cohn, writing for CNBC, reported that a federal bankruptcy judge suspended pending lawsuits in state courts that are challenging Detroit's bankruptcy filing. According to the report, U.S. Bankruptcy Judge Steven Rhodes said there is nothing in the 10th Amendment, which guides state vs. federal jurisdiction, that bars federal jurisdiction in this case. He said his court will be the exclusive venue for any legal action regarding the bankruptcy. Detroit's Emergency Manager Kevyn Orr -- a bankruptcy expert appointed by Gov. Rick Snyder earlier this year to oversee Detroit's finances -- has said the federal bankruptcy filing is necessary to get the city out from under some $18 billion in liabilities, the report related. But the city's employee unions argued the bankruptcy is an end-run around the state constitution, which protects their pension benefits, the report added. The unions backed a series of lawsuits filed in Michigan courts to block the bankruptcy. Last week, Ingham County Circuit Judge Rosemarie Aquilina ruled the bankruptcy filing unconstitutional, but a state appeals court put her ruling on hold, and Orr argued the federal court should make that stay indefinite. The emergency manager said bankruptcy is a federal matter, the report further related. A bankruptcy filing normally puts all other litigation on hold, but Orr's office asked the judge to extend that automatic stay to cover him and state officials, including the governor. Orr's attorneys acknowledged the request was unusual, but said "recent events"?the lawsuits in state court? made it necessary. Judge Rhodes Maria Chutchian of BankruptcyLaw360 reported that when the Sixth Circuit's chief judge selected U.S. Bankruptcy Judge Steven W. Rhodes to oversee Detroit's Chapter 9 case, she selected a jurist known for running a tight ship who will welcome the undoubtedly complex legal questions that will accompany this case, experts say. According to the report, Judge Rhodes, who was appointed to the bench in 1985, is known in the Michigan bankruptcy community for running an efficient, orderly courtroom and as a judge who often raises issues in the cases before him that the litigants haven't. Meanwhile, Emily Glazer writing for Dow Jones' DBR Small Cap reports that plans for possible sales of Detroit-owned assets are not yet set, and the city will try to make better use of them, Detroit Emergency Manager Kevyn Orr said in an interview Friday in New York. Mediator Nathan Borney, writing for Detroit Free Press, reported that a federal judge is set to appoint a mediator to rule on disagreements between Detroit and its creditors during the city's Chapter 9 bankruptcy case. According to the report, U.S. Bankruptcy Judge Steven Rhodes signaled in a filing that he plans to appoint Gerald Rosen, chief district judge of the U.S. District Court for the Eastern District of Michigan, as mediator in Detroit's bankruptcy. The appointment would position Rosen as an influential player in Detroit's financial restructuring, the report noted. For example, he could play a role in settling disputes over the size of Detroit's unfunded pension liabilities, a major sticking point between Detroit emergency manager Kevyn Orr and the city's pension boards. Rhodes said that he would consider Rosen's appointment at an Aug. 2 hearing, the report related. Rosen wrote a letter of support to U.S. 6th Circuit Court Chief Judge Alice Batchelder recommending Rhodes as the best pick for Detroit's bankruptcy case, the report further related. Aug. 2 Agenda BankruptcyData reported that the U.S. Bankruptcy Court entered an order establishing an amended initial status conference agenda for matters to be heard on August 2, 2013. The Court will consider the following matters: -- status of filing of list of creditors; -- disclosure by the City of the status of its negotiations with creditors; -- setting deadlines on the motion to reject collective bargaining agreements, file a plan and file potential motions and adversary proceedings; -- consider the proposed mediation order and proposed appointment of an independent fee examiner; -- schedule of future conferences and omnibus hearings; -- consideration of other procedural and administrative issues; And -- review by the Court of its limited role in a Chapter 9 proceeding. In the proposed mediation order, pursuant to 11 U.S.C. Section 105, the Court concludes, "it is necessary and appropriate to order the parties to engage in the facilitative mediation of any matters that the Court refers in this case." Similarly, the Court asserts that a fee examiner's appointment in this case is also "necessary and appropriate." About Detroit, Michigan The city of Detroit, Michigan, weighed down by more than $18 billion in accrued obligations, sought municipal bankruptcy protection on 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. The city's $18 billion in debt includes $5.85 billion in special revenue obligations, $6.4 billion in post-employment benefits, $3.5 billion for underfunded pensions, $1.13 billion on secured and unsecured general obligations, and $1.43 billion on pension- related debt, according to a court filing. Debt service consumes 42.5 percent of revenue. The city has 100,000 creditors and 20,000 retirees. The Debtor is represented by David G. Heiman, Esq., and Heather Lennox, Esq., at Jones Day, in Cleveland, Ohio; Bruce Bennett, Esq., at Jones Day, in Los Angeles, California; and Jonathan S. Green, Esq., and Stephen S. LaPlante, Esq., at Miller Canfield Paddock and Stone PLC, in Detroit, Michigan. DETROIT, MI: Senators Look to Pre-empt U.S. Aid to Detroit ---------------------------------------------------------- Lisa Lambert, writing for Reuters, reported that Republicans in the U.S. Senate want to make sure the federal government does not become involved in the financial maelstrom hitting Detroit, which filed for the largest municipal bankruptcy in U.S. history. According to the report, they have proposed at least three "No Bailout" amendments to spending bills that the Senate is currently considering, all of which would limit the U.S. government's ability to help cities in fiscal crisis. Even though the amendments will likely fail in the Democrat- dominated chamber, cities and counties are alarmed by legislation they say could jeopardize funding for hundreds of local governments and are pushing back, the report said. Senator Lindsey Graham, a Republican from South Carolina, introduced an amendment to a financial services and general spending bill that would bar the use of federal funds to buy or guarantee a municipal asset or obligation from a locality that has defaulted or is at risk of defaulting, the report related. It also would prohibit the U.S. government from issuing lines of credit to those municipalities or providing other aid to prevent bankruptcy, the report added. About Detroit, Michigan The city of Detroit, Michigan, weighed down by more than $18 billion in accrued obligations, sought municipal bankruptcy protection on 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. The city's $18 billion in debt includes $5.85 billion in special revenue obligations, $6.4 billion in post-employment benefits, $3.5 billion for underfunded pensions, $1.13 billion on secured and unsecured general obligations, and $1.43 billion on pension- related debt, according to a court filing. Debt service consumes 42.5 percent of revenue. The city has 100,000 creditors and 20,000 retirees. The Debtor is represented by David G. Heiman, Esq., and Heather Lennox, Esq., at Jones Day, in Cleveland, Ohio; Bruce Bennett, Esq., at Jones Day, in Los Angeles, California; and Jonathan S. Green, Esq., and Stephen S. LaPlante, Esq., at Miller Canfield Paddock and Stone PLC, in Detroit, Michigan. DETROIT, MI: Michigan Law Protects Pensions, State AG Says ---------------------------------------------------------- Margaret Cronin Fisk, writing for Bloomberg News, reported that Michigan's attorney general said the state's constitution protects public employees' pensions from being reduced and he will join the Detroit bankruptcy case on behalf of retirees and current workers facing benefit cuts. "Michigan's constitution, Article 9, section 24, is crystal clear in stating that pension obligations may not be ?diminished or impaired,'" state Attorney General Bill Schuette said in a statement, according to the report. Earlier this month, he helped block state court lawsuits seeking to protect pensions. Detroit filed for Chapter 9 bankruptcy July 18, the biggest bid for court protection by a U.S. city, the report related. Schuette said he would file an appearance in the federal bankruptcy court there as the "people's attorney" on behalf of pensioners who could lose benefits during the proceedings, the report said. Schuette, a Republican, said he would also continue to represent Michigan Governor Rick Snyder in legal proceedings related to the Detroit bankruptcy, the report added. Snyder, also a Republican, authorized the city's filing. The attorney general's office "will still be representing us in the other pieces, while trying to get clarity on this," said Sara Wurfel, Snyder's spokeswoman, the report added. "We appreciate the efforts to get clarity and help determine the best path moving forward that is fair to all," she said in a phone interview. There isn't a "specific plan" yet on the pensions in the bankruptcy, she said. About Detroit, Michigan The city of Detroit, Michigan, weighed down by more than $18 billion in accrued obligations, sought municipal bankruptcy protection on 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. The city's $18 billion in debt includes $5.85 billion in special revenue obligations, $6.4 billion in post-employment benefits, $3.5 billion for underfunded pensions, $1.13 billion on secured and unsecured general obligations, and $1.43 billion on pension- related debt, according to a court filing. Debt service consumes 42.5 percent of revenue. The city has 100,000 creditors and 20,000 retirees. The Debtor is represented by David G. Heiman, Esq., and Heather Lennox, Esq., at Jones Day, in Cleveland, Ohio; Bruce Bennett, Esq., at Jones Day, in Los Angeles, California; and Jonathan S. Green, Esq., and Stephen S. LaPlante, Esq., at Miller Canfield Paddock and Stone PLC, in Detroit, Michigan. DETROIT, MI: Fitch Says Bankruptcy Shows State Intervention Limits ------------------------------------------------------------------ Emergency managers in Michigan have among the greatest powers of any state intervention mechanism in the country. But the city of Detroit's bankruptcy filing demonstrates that state intervention mechanisms do not preclude credit deterioration or default and supports Fitch's choice not to assume a state or federal bailout in our local government rating criteria and ratings. However, clearly state monitoring and intervention programs can be helpful in distressed situations, such as the case of Pontiac, MI where an emergency manager has restructured the city's finances. As Fitch has indicated in the special report "U.S. Local Government Downgrades to Persist," the emergency financial management that states exercise over distressed local governments varies from state to state. Their impacts are affected by the strength of laws governing labor contracts, benefits (including pension obligations), service provisions and other factors. Like Michigan, North Carolina also has a strong mechanism. The state local government commission monitors local entities' finances on an ongoing basis and intervenes once it has detected a deteriorating situation. The intent of this system is to avoid, rather than remediate, a crisis. Rhode Island may appoint a fiscal overseer to develop a three-year plan to achieve fiscal stability. If this is ineffective, the state may appoint a budget commission with powers over spending, borrowing, fees and government structure. California, which has experienced a few defaults and bankruptcies of cities in recent years, has no intervention program for cities, although it has an effective program for its school districts. The issue of intervening in distressed local government situations is also getting attention at the federal level as the Senate Appropriations Committee just yesterday approved an amendment (as part of the FY 2014 Financial Services and General Government Appropriations Act) that would generally disallow the government from aiding cities in financial turmoil. DETROIT, MI: S&P Says U.S. Bond Insurers Exposure Manageable ------------------------------------------------------------ Reuters reported that another default by bankrupt Detroit would add capital pressure to U.S. bond insurers, but Standard & Poor's Ratings Services said it does not currently expect such a default to lead to ratings actions on the companies. According to the report, of the five insurers S&P rates, those with the greatest exposure to Detroit's bonds are Assured Guaranty Ltd and National Public Finance Guarantee Corp, with $2.2 billion and $2.3 billion of net par exposure, respectively. About Detroit, Michigan The city of Detroit, Michigan, weighed down by more than $18 billion in accrued obligations, sought municipal bankruptcy protection on 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. The city's $18 billion in debt includes $5.85 billion in special revenue obligations, $6.4 billion in post-employment benefits, $3.5 billion for underfunded pensions, $1.13 billion on secured and unsecured general obligations, and $1.43 billion on pension- related debt, according to a court filing. Debt service consumes 42.5 percent of revenue. The city has 100,000 creditors and 20,000 retirees. The Debtor is represented by David G. Heiman, Esq., and Heather Lennox, Esq., at Jones Day, in Cleveland, Ohio; Bruce Bennett, Esq., at Jones Day, in Los Angeles, California; and Jonathan S. Green, Esq., and Stephen S. LaPlante, Esq., at Miller Canfield Paddock and Stone PLC, in Detroit, Michigan. DETROIT, MI: Bankruptcy Could Show Way for Other Troubled Cities ---------------------------------------------------------------- Detroit's bankruptcy filing is profoundly meaningful for the small number of local governments in the US that are financially distressed, says Moody's Investors Service, as it may create precedents for how they will deal with long-term liabilities. For the vast majority of the rated local government universe, over 99% of which are rated investment grade, the impact will be limited. Moody's says that Detroit's bankruptcy, assuming bankruptcy protection is granted by the bankruptcy judge, could influence market expectations and issuer behavior at the fringe of municipal credit: those at risk of default or municipal bankruptcy. Moody's only rates 34 local governments below investment grade, out of a universe of more than 7,500 rated entities. "Bankruptcy may become more appealing to other stressed local governments if Detroit succeeds in reducing pension benefits and discharges most of its general obligation debt," says Moody's Managing Director for Public Sector Ratings Anne Van Praagh in the report "Detroit Bankruptcy May Change How Other Distressed Cities Approach Their Pension and Debt Obligations." "If Detroit is bogged down in years of expensive proceedings and fails to restore solvency or materially restructure its liabilities, other distressed issuers would be unlikely to emulate Detroit's approach," says Moody's Van Praagh. Even should a local government decide to emulate Detroit's approach, obtaining bankruptcy protection in the first place can be very difficult. Bankruptcy remains a long and onerous process, and the outcomes for other cities will be uncertain even if Detroit emerges as a tone-setter. As for municipalities not currently in distress, the implications of the Detroit bankruptcy are limited. "Detroit is an outlier. Although many of Detroit's problems are common, the magnitude of its problems is not. Other cities in the US have undergone post-industrial depopulation and an erosion of the tax base, and now carry debt burdens that are heavy relative to the remaining tax base and population. But no large city lost as much as Detroit, " says Moody's Van Praagh. Moody's expects the number of local governments in severe distress to remain small. Since 2010, Moody's has expected the default rate among local governments, historically minimal, to increase and for strong post-default recoveries to decrease. However, both changes will be marginal. In the years following the financial crisis of 2008-09, the majority of local governments continued to make tough decisions that allowed them to balance their budgets and meet their debt and pension obligations, says Moody's , despite substantial loss of housing market values, weak or moderate economic performance, and persistent pressure on revenues and spending. Moody's does not expect other major US cities to enter the same "downward spiral" that Detroit did. DEWEY & LEBOEUF: Trust Demands Docs From DLA Piper, Others ---------------------------------------------------------- Kurt Orzeck of BankruptcyLaw360 reported that the trust charged with winding down Dewey & LeBoeuf LLP's estate demanded in New York bankruptcy court that DLA Piper, Winston & Strawn LLP and others produce documents detailing alleged payments related to matters that originated at Dewey and were handled by its ex- partners. According to the report, the Dewey & LeBoeuf Liquidation Trust said it needed information related to estate asset values in legal matters in which other law firms represented ex-Dewey clients. About Dewey & LeBoeuf Dewey & LeBoeuf LLP sought Chapter 11 bankruptcy (Bankr. S.D.N.Y. Case No. 12-12321) to complete the wind-down of its operations. The firm had struggled with high debt and partner defections. Dewey disclosed debt of $245 million and assets of $193 million in its chapter 11 filing late evening on May 29, 2012. Dewey & LeBoeuf LLP operated as a prestigious, New York City- based, law firm that traced its roots to the 2007 merger of Dewey Ballantine LLP -- originally founded in 1909 as Root, Clark & Bird -- and LeBoeuf, Lamb, Green & MacCrae LLP -- originally founded in 1929. In recent years, more than 1,400 lawyers worked at the firm in numerous domestic and foreign offices. At its peak, Dewey employed about 2,000 people with 1,300 lawyers in 25 offices across the globe. When it filed for bankruptcy, only 150 employees were left to complete the wind-down of the business. Dewey's offices in Hong Kong and Beijing are being wound down. The partners of the separate partnership in England are in process of winding down the business in London and Paris, and administration proceedings in England were commenced May 28. All lawyers in the Madrid and Brussels offices have departed. Nearly all of the lawyers and staff of the Frankfurt office have departed, and the remaining personnel are preparing for the closure. The firm's office in Sao Paulo, Brazil, is being prepared for closure and the liquidation of the firm's local affiliate. The partners of the firm in the Johannesburg office, South Africa, are planning to wind down the practice. The firm's ownership interest in its practice in Warsaw, Poland, was sold to the firm of Greenberg Traurig PA on May 11 for $6 million. The Pension Benefit Guaranty Corp. took $2 million of the proceeds as part of a settlement. Judge Martin Glenn oversees the case. Albert Togut, Esq., at Togut, Segal & Segal LLP, represents the Debtor. Epiq Bankruptcy Solutions LLC serves as claims and notice agent. The petition was signed by Jonathan A. Mitchell, chief restructuring officer. JPMorgan Chase Bank, N.A., as Revolver Agent on behalf of the lenders under the Revolver Agreement, hired Kramer Levin Naftalis & Frankel LLP. JPMorgan, as Collateral Agent for the Revolver Lenders and the Noteholders, hired FTI Consulting and Gulf Atlantic Capital, as financial advisors. The Noteholders hired Bingham McCutchen LLP as counsel. The U.S. Trustee formed two committees -- one to represent unsecured creditors and the second to represent former Dewey partners. The creditors committee hired Brown Rudnick LLP led by Edward S. Weisfelner, Esq., as counsel. The Former Partners hired Tracy L. Klestadt, Esq., and Sean C. Southard, Esq., at Klestadt & Winters, LLP, as counsel. Dewey filed a Chapter 11 Plan of Liquidation and an accompanying Disclosure Statement on Nov. 21, 2012. It filed amended plan documents on Dec. 31, in an attempt to address objections lodged by various parties. A second iteration was filed Jan. 7, 2013. The plan is based on a proposed settlement between secured lenders and Dewey's official unsecured creditors' committee, as well as a settlement with former partners. On Feb. 27, 2013, the Bankruptcy Court confirmed Dewey & Leboeuf's Second Amended Chapter 11 Plan of Liquidation dated Jan. 7, 2013, As of the Effective Date of the Plan, the Debtor will be dissolved. Alan Jacobs of AMJ Advisors LLC, has been named Dewey's liquidation trustee. Scott E. Ratner, Esq., Frank A. Oswald, Esq., David A. Paul, Esq., Steven S. Flores, Esq., at Togut, Segal & Segal LLP, serve as counsel to the Liquidation Trustee. DUNE ENERGY: To Hold Yearly Advisory Votes on Exec. Compensation ---------------------------------------------------------------- Dune Energy, Inc.'s Board of Directors has determined that the Company will conduct future stockholder advisory votes regarding compensation awarded to its named executive officers annually, according to an amended Form 8-K filed with the U.S. Securities and Exchange Commission. At the Company's 2013 annual meeting of stockholders held on June 5, 2013, the Company's stockholders voted on, among other matters, a proposal on the frequency of future stockholder advisory votes regarding compensation awarded to named executive officers. The proposal to hold annual votes received the highest number of votes cast, as well as a majority of the votes cast on the proposal. The next required stockholder advisory vote on the frequency of future stockholder advisory votes regarding compensation awarded to named executive officers will be conducted at the Company's 2019 annual meeting of stockholders. About Dune Energy Dune Energy, Inc. (NYSE AMEX: DNE) -- http://www.duneenergy.com/ -- is an independent energy company based in Houston, Texas. Since May 2004, the Company has been engaged in the exploration, development, acquisition and exploitation of natural gas and crude oil properties, with interests along the Louisiana/Texas Gulf Coast. The Company's properties cover over 90,000 gross acres across 27 producing oil and natural gas fields. Dune Energy disclosed a net loss of $7.85 million in 2012, as compared with a net loss of $60.41 million in 2011. The Company's balance sheet at March 31, 2013, showed $270.01 million in total assets, $124.76 million in total liabilities and $145.25 million in total stockholders' equity. DYNEGY HOLDINGS: Plan Effectivity Date Further Extended to August ----------------------------------------------------------------- The deadline by which operating debtors Dynegy Northeast Generation, Inc.; Hudson Power, LLC, Dynegy Danskammer, LLC, and Dynegy Roseton, LLC L.L.C. must fully consummate their confirmed Plan has extended anew through August 9, 2013. The Operating Debtors are subsidiaries of Dynegy Inc. who obtained confirmation of their Joint Plan of Liquidation on March 15, 2013. Brian J. Lohan, Esq., James F. Conlan, Esq., Paul S. Caruso, Esq., Joel G. Samuels, Esq., of Sidley Austin LLP, in New York, represent the Debtors. About Dynegy Through its subsidiaries, Houston, Texas-based Dynegy Inc. (NYSE: DYN) -- http://www.dynegy.com/-- produces and sells electric energy, capacity and ancillary services in key U.S. markets. The power generation portfolio consists of approximately 12,200 megawatts of baseload, intermediate and peaking power plants fueled by a mix of natural gas, coal and fuel oil. Dynegy Holdings LLC and four other affiliates of Dynegy Inc. sought Chapter 11 bankruptcy protection (Bankr. S.D.N.Y. Lead Case No. 11-38111) on Nov. 7, 2011, to implement an agreement with a group of investors holding more than $1.4 billion of senior notes issued by Dynegy's direct wholly-owned subsidiary, Dynegy Holdings, regarding a framework for the consensual restructuring of more than $4.0 billion of obligations owed by DH. If this restructuring support agreement is successfully implemented, it will significantly reduce the amount of debt on the Company's consolidated balance sheet. Dynegy Holdings disclosed assets of $13.77 billion and debt of $6.18 billion. Dynegy Inc. on July 6, 2012, filed a voluntary petition to reorganize under Chapter 11 (Bankr. S.D.N.Y. Case No. 12-36728) to effectuate a merger with Dynegy Holdings, pursuant to Holdings' Chapter 11 plan. Dynegy Holdings and its affiliated debtor-entities are represented in the Chapter 11 proceedings by Sidley Austin LLP as their reorganization counsel. Dynegy and its other subsidiaries are represented by White & Case LLP, who is also special counsel to the Debtor Entities with respect to the Roseton and Danskammer lease rejection issues. The financial advisor is FTI Consulting. The Official Committee of Unsecured Creditors in Holdings' cases has tapped Akin Gump Strauss Hauer & Feld LLP as counsel. Dynegy Holdings and its parent, Dynegy Inc., completed their Chapter 11 reorganization and emerged from bankruptcy Oct. 1, 2012. Under the terms of the DH/Dynegy Plan, DH merged with and into Dynegy, with Dynegy, Inc., remaining as the surviving entity. Dynegy Northeast Generation, Inc., Hudson Power, L.L.C., Dynegy Danskammer, L.L.C. and Dynegy Roseton, L.L.C., won confirmation of their plan of liquidation in March 2013, allowing the former operating units of Dynegy to consummate a settlement agreement resolving some lease trustee claims and sell their facilities. DYNEGY HOLDINGS: ICS Ordered to Perform APA Obligations by July 31 ------------------------------------------------------------------ Judge Cecelia G. Morris granted a motion by operating debtors Dynegy Northeast Generation, Inc.; Hudson Power, LLC, Dynegy Danskammer, LLC, and Dynegy Roseton, LLC L.L.C. for enforcement of the Confirmation Order and Danskammer Sale Order. ICS NY Holdings, LLC, as purchaser of Court-approved sale of plant assets near Newburgh, New York, known as the Danskammer facilities, is directed to perform all of its obligations under the Danskammer Asset Purchase Agreement by no later than 12:00 p.m. Eastern Time on July 13, 2013. If, prior to the Performance Deadline, ICS (i) files an affidavit of Stephen Durkee indicating that ICS will perform its obligations under the Danskammer APA on a date no later than Aug. 9, 2013 and (ii) wires $250,000 to the Operating Debtors to be deposited in the Operating Debtors' auction deposit account (such amount shall be deemed to be an increase in the amount of the Deposit, as that term is used in section 2.2(b) of the Danskammer APA), then the Performance Deadline shall be deemed to be the earlier of (a) the date by which ICS indicates it will perform its obligations in the Affidavit, and (b) August 9, 2013. Under no circumstances will the Performance Deadline be extendible beyond August 9, 2013, without further Court order. If ICS fails to perform its obligations under the Danskammer APA by the Performance Deadline, then: (i) the Deposit will be forfeited and the funds constituting the amount of the Deposit, including any increased amount of the Deposit, will be deemed property of the Operating Debtors' estates; and (ii) a status conference will be held at the omnibus hearing scheduled to be held on September 5, 2013. If ICS performs its obligations under the Danskammer APA by the Performance Deadline, the funds constituting the amount of the Deposit will be applied to the Purchase Price. About Dynegy Through its subsidiaries, Houston, Texas-based Dynegy Inc. (NYSE: DYN) -- http://www.dynegy.com/-- produces and sells electric energy, capacity and ancillary services in key U.S. markets. The power generation portfolio consists of approximately 12,200 megawatts of baseload, intermediate and peaking power plants fueled by a mix of natural gas, coal and fuel oil. Dynegy Holdings LLC and four other affiliates of Dynegy Inc. sought Chapter 11 bankruptcy protection (Bankr. S.D.N.Y. Lead Case No. 11-38111) on Nov. 7, 2011, to implement an agreement with a group of investors holding more than $1.4 billion of senior notes issued by Dynegy's direct wholly-owned subsidiary, Dynegy Holdings, regarding a framework for the consensual restructuring of more than $4.0 billion of obligations owed by DH. If this restructuring support agreement is successfully implemented, it will significantly reduce the amount of debt on the Company's consolidated balance sheet. Dynegy Holdings disclosed assets of $13.77 billion and debt of $6.18 billion. Dynegy Inc. on July 6, 2012, filed a voluntary petition to reorganize under Chapter 11 (Bankr. S.D.N.Y. Case No. 12-36728) to effectuate a merger with Dynegy Holdings, pursuant to Holdings' Chapter 11 plan. Dynegy Holdings and its affiliated debtor-entities are represented in the Chapter 11 proceedings by Sidley Austin LLP as their reorganization counsel. Dynegy and its other subsidiaries are represented by White & Case LLP, who is also special counsel to the Debtor Entities with respect to the Roseton and Danskammer lease rejection issues. The financial advisor is FTI Consulting. The Official Committee of Unsecured Creditors in Holdings' cases has tapped Akin Gump Strauss Hauer & Feld LLP as counsel. Dynegy Holdings and its parent, Dynegy Inc., completed their Chapter 11 reorganization and emerged from bankruptcy Oct. 1, 2012. Under the terms of the DH/Dynegy Plan, DH merged with and into Dynegy, with Dynegy, Inc., remaining as the surviving entity. Dynegy Northeast Generation, Inc., Hudson Power, L.L.C., Dynegy Danskammer, L.L.C. and Dynegy Roseton, L.L.C., won confirmation of their plan of liquidation in March 2013, allowing the former operating units of Dynegy to consummate a settlement agreement resolving some lease trustee claims and sell their facilities. EAST COAST BROKERS: Weeks Auction Puts Farm Assets Up for Sale -------------------------------------------------------------- Weeks Auction Company on July 29 disclosed that scores of tractors, forklifts, trucks, sprayers, specialized tomato implements and other pieces of agricultural equipment will sell in two major auctions in Florida and Virginia. The auctions are part of the bankruptcy court-ordered sale of assets belonging to East Coast Brokers and Packers Inc. Both equipment auctions are being managed by Weeks Auction Company, Inc., in partnership with Murray Wise Associates LLC, which is also handling the auctions for the 10,000 plus acres of farmland, numerous packing facilities and other real property in Florida and Virginia as part of the bankruptcy case. The first group of assets will sell at 9:00 a.m. Wednesday, Aug. 28, in Mulberry, Fla. The second auction will be held at 9:00 a.m. Wednesday, Sept. 4, in Greenbush, Va. Online bidding during the live auction will be available for both events. "The East Coast Brokers and Packers operations were very extensive, so the inventory to be sold is quite large, including virtually every type of equipment necessary to the business of growing and handling tomatoes, cucumbers, watermelons and other produce crops," said Tim Weeks, vice president of Weeks Auction Company. "We will be selling more than 140 tractors as well as disks, power units, sprayers, mowers, plows and smaller items such as shop tools, dollies and even ladders." All of the items will be available for inspection at the two sites where the live auctions will be held. Virginia assets will be available for inspection at the Byrd Packing Plant, 20305 Greenbush Road, Greenbush, Va., with inspections scheduled for Sept. 2, 3 and 4 from 9:00 a.m. to 5:00 p.m. The Florida-based assets will be at the Mulberry Packing Plant, 5050 E. State Road 60, Plant City, with inspections scheduled for 9:00 a.m. to 5:00 p.m. Aug. 26, 27 and 28. A complete list of assets is available at www.weeksauction.com beginning Monday, July 29. Individuals seeking additional information -- including detailed descriptions may call 352-351- 4951 or 352-804-3981 or visit http://www.weeksauction.com Weeks Auction Company, Inc. based in Ocala, Fla., is a professional auction firm specializing in the sale of farm and construction machinery throughout the Southeastern United States. Murray Wise Associates LLC, headquartered in Champaign, Ill., with additional offices in Florida and Iowa, is a leading national agricultural real estate marketing and financial advisory firm. 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 CABLEVISION: Enjoined From Rebroadcasting DIRECTV Shows ------------------------------------------------------------------ The civil action SKY CABLE, LLC, et al., Plaintiffs, v. RANDY COLEY, et al., Defendants, Case No. 5:11CV00048 (W.D. Va.), arises out of the receipt and unauthorized distribution of DIRECTV satellite programming to thousands of viewers at Massanutten Resort, a mountain resort in McGaheysville, Virginia. DIRECTV LLC provides satellite programming services to qualifying residential properties with multiple dwelling units, such as hotels, hospitals or college dormitories, pursuant to a Satellite Master Anntenna Television (SMATV) system. Pursuant to an Affiliate Agreement, Sky Cable, LLC, was authorized to solicit and sell DIRECTV SMATV programming. Randy Coley is the sole member and manager of East Coast Cablevision, LLC. He apparently negotiated with Massanutten Resort, for the installation and operation of a cable television system in the resort. Sky Cable filed the lawsuit against Randy Coley and his wife, Kimberli, claiming it had been denied commissions it was owed on the Massanutten SMATV account. Sky Cable also named DIRECTV in the amended complaint, for breach of contract and negligence. In turn, DIRECTV filed an amended cross-claim against Randy and Kimberli Coley and a third-party complaint against East Coast Cablevision, LLC. Before the U.S. District Court for the Western District of Virginia are the parties' motion for summary judgment and partial summary judgment. In a July 11, 2013 decision, District Judge Michael F. Urbanski opined, "Sky Cable lacks standing to bring its claims in this case. While the court has personal jurisdiction over Kimberli Coley, her liability to DIRECTV must be determined by the trier of fact. DIRECTV has established as a matter of law Randy Coley and East Coast's liability under 47 U.S.C. Sec. 605. However, there are disputed issues of fact that impact application of the statute of limitations and, thus, the measure of damages to be awarded DIRECTV under Sec. 605. These issues must be resolved by a jury." Accordingly, Judge Urbanski ruled that Kimberli Coley, Randy Coley and East Coast Cablevision, LLC's motion for summary judgment is GRANTED in part and DENIED in part; DIRECTV LLC's motion for partial summary judgment is GRANTED in part and DENIED in part; plaintiffs' motion for partial summary judgment is DENIED; plaintiffs are DISMISSED from this action; and this matter will be set down for further proceedings. The judge pointed out that by order entered Dec. 20, 2012, the District Court took a Show Cause Order under advisement as to Randy Coley, granted Sky Cable's motions to compel and DIRECTV's motions to compel, and took under advisement both Sky Cable and DIRECTV's motions for attorney's fees and costs in having to file these discovery motions. In his July 11 order, Judge Urbanski directed the parties to contact chambers (540/857-5124) without delay to schedule a hearing to resolve those outstanding issues. The parties are further directed to contact chambers to schedule a trial date on the remaining claims. The judge also deemed it appropriate to grant an injunction in the case. In his July 11 order, Judge Urbanski said Defendants Randy Coley and East Coast Cablevision, LLC, along with their agents and representatives are permanently enjoined and restrained from engaging in (1) reselling or re-broadcasting DIRECTV's encrypted satellite transmissions of television programming, and (2) installing or operating DIRECTV satellite receiving equipment, at Massanutten Resort and any of its related entities A copy of the District Court's July 11, 2013 Memorandum Opnion http://is.gd/qkkGAOfrom Leagle.com. East Coast Cablevision LLC is represented by Paul Graham Beers, Esq. -- pbeers@gfdg.com -- of Glenn Feldmann Darby & Goodlatte. Randy Cooley and Kimberly Cooley are represented by Jeremy Ethridge Carroll, Esq. -- jcarroll@gfdg.com -- and Paul Graham Beers, Esq., of Glenn Feldmann Darby & Goodlatte. DIRECTV, Inc. is represented by John H. Jamnback, Esq. -- jjamnback@yarmuth.com -- of YARMUTH WILSDON CALFO PLLC; Robert E Travers, IV, Esq., of WILLIAMS MULLEN; and, Jeremy E. Roller, Esq. -- jroller@yarmuth.com -- and Scott T. Wilsdon, Esq. -- wilsdon@yarmuth.com -- of Yarmuth Wilsdon PLLC. East Coast Cablevision, LLC -- ta Resort Cable LLC and ta Resort Cable -- filed for Chapter 11 bankruptcy (Bankr. E.D.N.C. Case No. 11-08976) on Nov. 23, 2011. A copy of the petition is available at no charge at http://bankrupt.com/misc/nceb11-08976.pdf Trawick H. Stubbs, Jr., Esq., at Stubbs & Perdue, P.A., serves as the Debtor's counsel. EDISON MISSION: Bondholders Break Off Restructuring Deal -------------------------------------------------------- Jacqueline Palank writing for Dow Jones' DBR Small Cap reports that Edison Mission Energy's bondholders have walked away from a preliminary deal pledging their support for the power company's restructuring after the company failed to cement the agreement in time. 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. ELBIT IMAGING: Court Appoints Receiver of Europe Israel Shares -------------------------------------------------------------- Elbit Imaging Ltd.'s controlling shareholders, Europe-Israel MMS Ltd. and Mr. Mordechay Zisser, notified the Company that the Tel Aviv District Court has appointed Adv. Giroa Erdinast as a receiver with regards to the ordinary shares of the Company held by Europe Israel securing Europe Israel's obligations under its loan agreement with Bank Hapoalim B.M. The judgment stated that the Receiver is not authorized to sell the Company's shares at this stage. Following a request of Europe-Israel, the Court also delayed any action to be taken with regards to the sale of those shares for a period of 60 days. Europe Israel and Mr. Zisser have also notified the Company that they utterly reject the Bank's claims and intend to appeal the Court's ruling. About Elbit Imaging Tel-Aviv, Israel-based Elbit Imaging Ltd. (TASE, NASDAQ: EMITF) hold investments in real estate and medical companies. The Company, through its subsidiaries, also develops shopping and entertainment centers in Central Europe and invests in and manages hotels. Elbit Imaging disclosed a loss of NIS455.50 million on NIS671.08 million of total revenues for the year ended Dec. 31, 2012, as compared with a loss of NIS247.02 million on NIS586.90 million of total revenues for the year ended Dec. 31, 2011. The Company's balance sheet at Dec. 31, 2012, showed NIS7.09 billion in total assets, NIS5.67 billion in total liabilities, NIS309.60 million in equity to holders of the Company and NIS1.11 billion in noncontrolling interest. Brightman Almagor Zohar & Co., in Tel-Aviv, Israel, expressed substantial doubt about Elbit Imaging's ability to continue as a going concern following the financial results for the year ended Dec. 31, 2012. The Certified Public Accountants noted that in the period commencing Feb. 1, 2013, through Feb. 1, 2014, the Company is to repay its debenture holders NIS 599 million (principal and interest). "Said amount includes NIS 82 million originally payable on Feb. 21, 2013, that its repayment was suspended following a resolution of the Company's Board of Directors. The Company's Board also resolved to suspend any interest payments relating to all the Company's debentures. In addition, as of Dec. 31, 2012, the Company failed to comply with certain financial covenants relating to bank loans in the total amount as of such date of NIS 290 million. ELPIDA MEMORY: Micron's Acquisition to Close July 31 ---------------------------------------------------- Micron Technology, Inc. on July 29 disclosed that it anticipates the closing of Micron's acquisition of 100 percent of Elpida's equity to occur on July 31, 2013, Tokyo time. The closing of the acquisition will be pursuant to a Sponsor Agreement entered into on July 2, 2012, in connection with Elpida's corporate reorganization proceedings conducted under the jurisdiction of the Tokyo District Court. The closing of the transaction is subject to satisfaction or waiver of a number of conditions, including final approval by the Tokyo District Court. Micron also anticipates concurrently closing its acquisition of a 24 percent share of Rexchip Electronics Corporation from Powerchip Technology Corporation and certain of its affiliates. About Micron Micron Technology, Inc. (NASDAQ:MU) -- http://www.micron.com-- is a provider of advanced semiconductor solutions. Through its worldwide operations, Micron manufactures and markets a full range of DRAM, NAND and NOR flash memory, as well as other innovative memory technologies, packaging solutions and semiconductor systems for use in leading-edge computing, consumer, networking, embedded and mobile products. About Elpida Memory Inc. Elpida Memory Inc. (TYO:6665) -- http://www.elpida.com/ja/-- is a Japan-based company principally engaged in the development, design, manufacture and sale of semiconductor products, with a focus on dynamic random access memory (DRAM) silicon chips. The main products are DDR3 SDRAM, DDR2 SDRAM, DDR SDRAM, SDRAM, Mobile RAM and XDR DRAM, among others. The Company distributes its products to both domestic and overseas markets, including the United States, Europe, Singapore, Taiwan, Hong Kong and others. The company has eight subsidiaries and two associated companies. After semiconductor prices plunged, Japan's largest maker of DRAM chips filed for bankruptcy in February with liabilities of 448 billion yen ($5.6 billion) after losing money for five quarters. Elpida Memory and its subsidiary, Akita Elpida Memory, Inc., filed for corporate reorganization proceedings in Tokyo District Court on Feb. 27, 2012. The Tokyo District Court immediately rendered a temporary restraining order to restrain creditors from demanding repayment of debt or exercising their rights with respect to the company's assets absent prior court order. Atsushi Toki, Attorney-at-Law, has been appointed by the Tokyo Court as Supervisor and Examiner in the case. Elpida Memory Inc. sought the U.S. bankruptcy court's recognition of its reorganization proceedings currently pending in Tokyo District Court, Eight Civil Division. Yuko Sakamoto, as foreign representative, filed a Chapter 15 petition (Bankr. D. Del. Case No. 12-10947) for Elpida on March 19, 2012. Micron Technology, Inc. on Feb. 28 announced the Tokyo District Court's issuance of an order approving Elpida Memory Inc.'s plan of reorganization. Elpida's plan of reorganization calls for Micron to sponsor Elpida's reorganization under which Elpida will become a wholly owned subsidiary of Micron. The Tokyo District Court's approval follows an Elpida creditor vote, concluded on Feb. 26, in which the creditors voted to approve the reorganization plan. ENGLOBAL CORP: Awarded $5 Million Project From UEO Midstream ------------------------------------------------------------ ENGlobal Corporation has been awarded a project from Utica East Ohio Midstream LLC to provide engineering and procurement support services at its Leesville cryogenic processing plant. The value of the award to ENGlobal is approximately $5 million. ENGlobal's scope consists of engineering and procurement support services for a control room, condensate stabilization unit, site grading, and design integration services for a 200 million standard cubic feet per day (MMSCFD) cryogenic unit. The Company expects to begin work on the project immediately with project completion anticipated in the second quarter of 2014. UEO is a joint venture between M3 Ohio Gathering LLC, Access Midstream Partners, L.P., and EV Energy Partners, L.P., and is one of the largest integrated midstream service complexes in eastern Ohio. The UEO Buckeye complex currently includes 800 million cubic feet per day of natural gas processing and associated NGL fractionation, loading and terminal facilities. The 200 million cubic feet per day Leesville facility is the second processing plant in UEO Buckeye complex, which will recover natural gas liquids (NGLs) in the liquids-rich Utica shale play, and has a design capacity of up to 600 million cubic feet per day. "ENGlobal is pleased to be a part of building this major gas processing facility in the Utica shale development," said William A. Coskey, P.E., ENGlobal's president and chief executive officer. "Having been selected for both the engineering and procurement work, ENGlobal is able to provide a greater level of responsibility throughout the scope of the project. We would like to thank UEO for their confidence in our capabilities." 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. EUROFRESH INC: Stipulation Resolving SWG 503(b)(9) Claim Okayed --------------------------------------------------------------- The U.S. Bankruptcy Court for the District of Arizona granted on July 17, 2013, approval of a stipulation signed by Eurofresh, Inc., now EF23, Inc., with Southwest Gas Corporation to resolve SWG's 11 U.S.C. Sec. 503(b)(9) claim. The stipulation resolves in full the Debtor's objection to SWG's Section 503(b)(9) claim in the amount of $974,789. SWG will have an allowed Section 503(b)(9) claim in the amount of $800,000, which claim amount will be paid to SWG from the postpetition deposit previously provided by the Debtor to SWG. The remainder of the deposit in the amount of $200,000 will be remitted to the Debtor. About EuroFresh Inc. EuroFresh, Inc., is America's largest greenhouse grower spanning 318 aces of glass covered facilities. EuroFresh grows premium quality, great tasting, certified pesticide residue free greenhouse tomatoes and cucumbers year-round. The 274-acre flagship facility in Willcox, Arizona, is the world's largest. There's also a second 44-acre acre property in Snowflake, Arizona. EuroFresh has 964 employees. EuroFresh filed a Chapter 11 petition (Bankr. D. Ariz. Case No. 13-01125) on Jan. 27, 2013, to complete a sale of the business to NatureSweet Limited, absent higher and better offers. NatureSweet and EuroFresh Farms are two of the leading producers of high-quality tomatoes in North America. EuroFresh first filed for Chapter 11 protection (Bankr. D. Ariz. Lead Case No. 09-07970) on April 21, 2009. Eurofresh exited bankruptcy in November 2009 following a deal with majority of their existing debt holders to convert more than $200 million of debt into equity. In the new Chapter 11 case, Frederick J. Petersen, Esq., and Isaac D. Rothschild, Esq., at Mesch, Clark & Rothschild, P.C., serve as counsel to the Debtors. The Official Committee of Unsecured Creditors appointed in the case has retained Lowenstein Sandler LLP; and Jennings, Strouss & Salmon, P.L.C., as bankruptcy counsel. EUROFRESH INC: Asks Court to Deny Toyota's Stay Relief Motion ------------------------------------------------------------- EF 23, Inc., formerly Eurofresh, Inc., asks the U.S. Bankruptcy Court for the District of Arizona to deny Toyota Motor Credit Corporation also known as Toyota Financial Services's motion for relief from the automatic stay regarding the 2006 Toyota Model 7FGU25 Forklift subject to lease 50075473. The Debtor says it is current with all payments to Toyota on the nine leases that it has with Toyota, including the lease subject to motion for relief from stay. The Debtor says it anticipates that Zona Acquisition Company, LLC, the Company that purchased substantially all of the assets of the Debtor, will request the Debtor to assume and assign all nine of the Toyota Equipment leases. According to papers filed with the Court, the invoices from Toyota and the payment records of the Debtor show that the Debtor is current on its obligations to Toyota. Therefore, relief from stay in not justified for lack of adequate protection. Counsel for the Debtor may be reached at: Michael W. McGrath, Esq. Frederick J. Petersen, Esq. Isaac D. Rothschild, Esq. MESCH, CLARK & ROTHSCHILD, P.C. 259 North Meyer Avenue Tucson, AZ 85701 Tel: (520) 624-8886 Fax: (520) 798-1037 E-mail: mmcgrath@mcrazlaw.com fpetersen@mcrazlaw.com irothschild@mcrazlaw.com About EuroFresh Inc. EuroFresh, Inc., is America's largest greenhouse grower spanning 318 aces of glass covered facilities. EuroFresh grows premium quality, great tasting, certified pesticide residue free greenhouse tomatoes and cucumbers year-round. The 274-acre flagship facility in Willcox, Arizona, is the world's largest. There's also a second 44-acre acre property in Snowflake, Arizona. EuroFresh has 964 employees. EuroFresh filed a Chapter 11 petition (Bankr. D. Ariz. Case No. 13-01125) on Jan. 27, 2013, to complete a sale of the business to NatureSweet Limited, absent higher and better offers. NatureSweet and EuroFresh Farms are two of the leading producers of high-quality tomatoes in North America. EuroFresh first filed for Chapter 11 protection (Bankr. D. Ariz. Lead Case No. 09-07970) on April 21, 2009. Eurofresh exited bankruptcy in November 2009 following a deal with majority of their existing debt holders to convert more than $200 million of debt into equity. In the new Chapter 11 case, Frederick J. Petersen, Esq., and Isaac D. Rothschild, Esq., at Mesch, Clark & Rothschild, P.C., serve as counsel to the Debtors. The Official Committee of Unsecured Creditors appointed in the case has retained Lowenstein Sandler LLP; and Jennings, Strouss & Salmon, P.L.C., as bankruptcy counsel. EVEN ST. PRODUCTIONS: Sly Stone Can't Quash Ex-Manager's Cases -------------------------------------------------------------- Scott Flaherty of BankruptcyLaw360 reported that a California federal judge shot down funk legend Sly Stone's bid to toss two bankruptcy cases filed by his former manager, despite Stone's argument that the cases were really attempts to delay trial in a dispute over $50 million in royalties. According to the report, U.S. Bankruptcy Judge Julia W. Brand refused to dismiss the bankruptcy cases of Even Street Productions Ltd. and Majoken Inc., both owned by Stone's former manager Gerald Goldstein. The July 25 order came after a hearing on the issue held the morning the day before, the report related. Even St. Productions Ltd. and Majoken, Inc. sought Chapter 11 protection (Bankr. C.D. Cal. Case Nos. 13-24363 and 13-24389) on May 31, 2013, in Los Angeles. Krikor J. Meshefejian, Esq., and David L. Neale, Esq., at Levene Neale Bender Rankin & Brill, LLP, serve as counsel to the Debtor. Even St. and Majoken each estimated assets and debts of $1 million to $10 million. EXIDE TECHNOLOGIES: Amended DIP Credit Agreement Filed ------------------------------------------------------ BankruptcyData reported that Exide Technologies filed with the U.S. Bankruptcy Court a notice of filing of amendment number one for its amended and restated super-priority debtor-in-possession credit agreement, dated July 12, 2013. According to the report, the amendment is entered into by and among the several banks and other financial institutions or entities from time to time party to this agreement as lenders, with JPMorgan Chase Bank as agent for the lenders. The amendment states, "The Company shall not, and shall not permit its Restricted Subsidiaries to, make or incur, on a consolidated basis, Capital Expenditures: (a) during any fiscal quarter of the Company in an amount exceeding the Quarterly CapEx Limit for such fiscal quarter, (b) during the period of four consecutive fiscal quarters of the Company ending March 31, 2014 in an amount exceeding the sum of (i) $85,000,000 plus (ii) the aggregate amount of all increases permitted for each fiscal quarter included in such period of four consecutive fiscal quarters pursuant to clause (ii) of the definition of Quarterly CapEx Limit or (c) during any period of four consecutive fiscal quarters of the Company ending after March 31, 2014, in an amount exceeding the sum of (i) $90,000,000 plus (ii) the aggregate amount of all increases permitted for each fiscal quarter included in such period of four consecutive fiscal quarters pursuant to clause (ii) of the definition of Quarterly CapEx Limit," the report related, citing court documents. 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. Robert A. DeAngelis, the U.S. Trustee for Region 3, appointed seven creditors to serve in the Official Committee of Unsecured Creditors in the Debtor's case. EXIDE TECHNOLOGIES: A&M's Caruso to Serve as President and CEO -------------------------------------------------------------- James R. Bolch has voluntarily stepped down from his positions as President, Chief Executive Officer and a member of the Board of Directors of Exide Technologies, effective July 31, to pursue other opportunities. In connection with his resignation, Mr. Bolch has agreed to provide transition services through November 29, 2013. Robert M. Caruso, of Alvarez & Marsal, who has acted as Exide's Chief Restructuring Officer since June 2013, will cease serving as Chief Restructuring Officer and be appointed President and Chief Executive Officer. Ed Mosley, also of Alvarez & Marsal, will be appointed Chief Restructuring Officer, each effective as of August 1, 2013. Earlier this month, Exide sought and obtained Bankruptcy Court authority to employ Alvarez & Marsal and designate Mr. Caruso as CRO. A&M may provide additional employees, including from its professional service provider affiliates as necessary to assist the CRO in the execution of the duties. The CRO will, among other things: a) lead and direct additional personnel, if any, together and in cooperation with the chief executive officer, the chief financial officer and other applicable officers of the Debtor, in performing a financial review of the Company; and b) with the assistance of additional personnel, if necessary, together and in cooperation with the CEO, the CFO, and other applicable officers of the Company, identify and, if applicable, implement cost reduction and operations improvement opportunities. Specifically, the Debtor has chosen Lazard Freres & Co LLC to act as its investment banker. A&M will work closely with Lazard to prevent any duplication of efforts in the course of advising the Debtor. According to court papers, the Debtor has agreed to compensate A&M $130,000 per month, payable in advance, in consideration for Mr. Caruso serving as the CRO. Any partial months will be prorated based upon the number of days in the month. The Debtor and A&M agree further that the Debtor will compensate A&M monthly for the hourly services rendered by the additional personnel. The Debtor agrees to compensate A&M for the services of the additional personnel at these hourly rates: Managing Director $675 - $875 Director $475 - $675 Associate/Consultant $375 - $475 Analyst $275 - $375 To the best of the Debtor's knowledge, A&M does not hold any interest adverse to the Debtor's estate. 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. Robert A. DeAngelis, the U.S. Trustee for Region 3, appointed seven creditors to serve in the Official Committee of Unsecured Creditors in the Debtor's case. The Committee members are: 1. U.S. Bank, N.A. Attn: Timothy Sandell 60 Livingston Avenue St. Paul, MN 55107 Tel: (651) 466-5867 Fax: (651) 466-7401 2. Richardson Molding, Inc. Attn: Roger Winslow, P.O. Box 288 Corydon, IA 50060 3. HCL America, Inc. Attn: Manisha Aurora 330 Potrero Avenue Sunnyvale, CA 94085 Tel: (408) 523-8441 Fax: (408) 733-0482 4. Pension Benefit Guaranty Corporation Attn: Dana Cann 1200 K Street, NW Washington, DC 20005 Tel: (202) 326-4070 Fax: (202) 842-2643 5. Esopus Creek Value Series Fund LP - Series "A" Attn: Andrew Sole 1330 Avenue of Americas, Suite 1800 New York, NY 10019 Tel: (212) 315-1330 6. United Steelworkers Attn: David Jury Five Gateway, Room 807 Pittsburgh, PA 15222 Tel: (412) 562-2545 Fax: (412) 562-2574 7. Transervice Logistics, Inc. Attn: Dennis Schneider 5 Dakota Drive Lake Success, NY 11042 Tel: (516) 488-3400 Fax: (516) 213-8414 EXIDE TECHNOLOGIES: Taps Sheppard Mullin as Environmental Counsel ----------------------------------------------------------------- Sheppard Mullin Richter & Hampton LLP is working as special counsel for Exide Technologies to perform legal services attendant to environmental issues in connection with the Chapter 11 case. In 2008, Exide retained Sheppard Mullin to advise the Debtor with respect to a variety of significant environmental matters. Sheppard Mullin's duties have included and will continue to include advising the Debtor with regard to the effective shutdown of the Debtor's Vernon, California secondary lead-recycling facility and related matters. To the best of the Debtor's knowledge, Sheppard Mullin does not represent or hold any interest adverse to the Debtor or its estate with respect to the matters on which Sheppard Mullin is to be employed. As of the Petition Date, Sheppard Mullin holds a prepetition claim for $393,778 for services rendered to the Debtor. In the ninety days prior to the Petition Date, the Debtor paid Sheppard Mullin $700,996. As reported by the Troubled Company Reporter on July 16, 2013, the Debtor received the green light from the Court to employ Sheppard Mullin as special counsel. 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. Robert A. DeAngelis, the U.S. Trustee for Region 3, appointed seven creditors to serve in the Official Committee of Unsecured Creditors in the Debtor's case. EXIDE TECHNOLOGIES: Sitrick and Co. Working as PR Consultants ------------------------------------------------------------- Sitrick and Company is working as corporate communications and public relations consultants to Exide Technologies. Sitrick will, among other things: a) develop and implement communications programs and related strategies and initiatives for communications with the Debtor's key constituencies (including customers, employees, vendors, bondholders, related key constituencies, and the media) regarding the Debtor's operations and progress through the chapter 11 process; b) develop public relations initiatives for the Debtor to maintain public confidence and internal morale during the chapter 11 process; and c) prepare press releases and other public statements for the Debtor, including statements relating to major chapter 11 events. The hourly rates charged by Sitrick professionals anticipated to be assigned to the case are: Brenda Adrian $625 AnitaMarie Laurie $625 Ashley Cantwell $235 Sitrick may involve other professionals employed by Sitrick with similar experience and rates to implement communications strategies as may be necessary from time to time. The Debtor paid Sitrick $110,000 as an initial retainer, and replenished that amount from time to time prior to the Petition Date. As of the Petition Date, Sitrick had approximately $42,000 remaining and on hand from the total retainer amounts which is available for payment of additional fees and costs incurred postpetition. To the best of the Debtor's knowledge, Sitrick is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. As reported by the Troubled Company Reporter on July 16, 2013, the Debtor received the green light from the Court to employ Sitrick. 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. Robert A. DeAngelis, the U.S. Trustee for Region 3, appointed seven creditors to serve in the Official Committee of Unsecured Creditors in the Debtor's case. FERRAIOLO CONSTRUCTION: Says Bank Doesn't Have Lien on Vehicles --------------------------------------------------------------- Ferraiolo Construction, Inc., has filed papers asking the Bankruptcy Court to enter a declaratory judgment determining and holding that The Bank of Maine does not have valid, perfected or enforceable security interests in the unencumbered motor vehicles; and that those unencumbered motor vehicles are not collateral for the indebtedness. BOM is an FDIC-insured state chartered savings bank with its principal place of business in Portland, Maine. BOM is the Debtor's primary secured lender. On the bankruptcy filing date, the Debtor was indebted to BOM in the approximate amount of $11,000,000, inclusive of principal, interest and other charges. According to the Debtor, although BOM has a valid, perfected and enforceable security interest in many assets of the Debtor, it does not have a valid, perfected, or enforceable security interest in certain titled motor vehicles (unencumbered motor vehicles) owned by the Debtor. The Debtor asserts that because of BOM's failure to take appropriate steps to create or perfect a security interest in the unencumbered motor vehicles, the Debtor is entitled to issuance of a declaratory judgment that that (a) BOM does not have valid, perfected and enforceable security interests in the Unencumbered Motor Vehicles; and (b) that those Unencumbered Motor Vehicles are not collateral for the indebtedness. 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. George J. Marcus, Esq., at Marcus, Clegg & Mistretta, P.A., serves 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 Committee. The Plan filed in the Debtor's case provides for the settlement and satisfaction by the Debtor of all Classes of Claims identified in the Plan in the amounts and over the timeframes. The thrust of the Debtor's plan is a reorganization around a streamlined business model that sheds unprofitable business assets and retains core assets and business] lines. FIRST SECURITY: Shareholders Elect 10 Directors ----------------------------------------------- At the annual meeting of shareholders of First Security held on July 24, 2013, the shareholders: (a) elected as directors Joseph D. Decosimo, Henchy R. Enden, William F. Grant, III, William C. Hall, Adam G. Hurwich, Carol H. Jackson, Kelly P. Kirkland, Michael Kramer, Robert R. Lane and Larry D. Mauldin to serve until the 2014 annual shareholder meeting and until their successors have been elected and qualified; (b) approved the compensation of First Security's executive officers; (c) indicated "every year" as the desired frequency of future advisory vote on executive compensation; (d) approved the First Amendment to the First Security Group, Inc. 2012 Long-Term Incentive Plan, increasing the number of shares reserved for issuance under the Plan from 175,000 to 6,250,000; (e) approved the Tax Benefit Preservation Plan designed to preserve certain tax benefits associated with First Security's net operating losses; (f) approved an amendment to First Security's Articles of Incorporation permitting the Board to effect a one-for-ten (1-for-10) reverse stock split of First Security's common stock; (g) ratified the appointment of Crowe Horwath, LLP, as First Security's independent public accounting firm for the fiscal year ending Dec. 31, 2013. First Security does not anticipate effecting the reverse stock split until after the completion of the previously announced Rights Offering. Board OKs Equity Compensation The Compensation Committee of the Board of Directors of First Security approved equity compensation for certain of the Company's directors and executive officers. In aggregate, the equity compensation consisted of 620,000 shares of restricted stock and 1,595,000 stock options. The restricted stock vests in three annual installments, with all shares fully vesting on July 24, 2016, subject to the recipient's continued employment with First Security. The recipients of the restricted stock awards may vote their shares prior to vesting. Dividends, if any, will be held on the recipient's behalf until vesting. The market price of First Security common stock on the date of the grant was $2.33. The restricted stock awards are subject to other terms and conditions of the First Security Group, Inc. 2012 Long-Term Incentive Plan and as set forth in the specific restricted stock award. The stock options are exercisable for shares of First Security's common stock at the exercise price of $2.33, the closing price on the date of the grant. The incentive stock options vest over a three year period and expire on July 24, 2023. The stock options are subject to other terms and conditions of t he First Security Group, Inc. 2012 Long-Term Incentive Plan and to the specific stock award. About First Security Group First Security Group, Inc., is a bank holding company headquartered in Chattanooga, Tennessee, with $1.2 billion in assets as of Sept. 30, 2010. Founded in 1999, First Security's community bank subsidiary, FSGBank, N.A., has 37 full- service banking offices, including the headquarters, along the interstate corridors of eastern and middle Tennessee and northern Georgia and 325 full-time equivalent employees. In Dalton, Georgia, FSGBank operates under the name of Dalton Whitfield Bank; along the Interstate 40 corridor in Tennessee, FSGBank operates under the name of Jackson Bank & Trust. In the auditors' report accompanying the financial statements for year ended Dec. 31, 2011, Joseph Decosimo and Company, PLLC, in Chattanooga, Tennessee, expressed substantial doubt about the Company's ability to continue as a going concern. The independent auditors noted that the Company has recently incurred substantial losses. The Company is also operating under formal supervisory agreements with the Federal Reserve Bank of Atlanta and the Office of the Comptroller of the Currency and is not in compliance with all provisions of the Agreements. Failure to achieve all of the Agreements' requirements may lead to additional regulatory actions. The Company reported a net loss of $23.06 million in 2011, a net loss of $44.34 million in 2010, and a net loss of $33.45 million in 2009. The Company's balance sheet at March 31, 2013, showed $1.04 billion in total assets, $1.01 billion in total liabilities and $20.99 million in total shareholders' equity. FREESEAS INC: Issues 1-Mil. Add'l Settlement Shares to Hanover -------------------------------------------------------------- FreeSeas Inc. issued and delivered to Hanover Holdings I, LLC, an aggregate of 1,000,000 additional settlement shares. The Supreme Court of the State of New York, County of New York, entered an order on June 25, 2013, approving, among other things, the settlement between FreeSeas and Hanover, in the matter entitled Hanover Holdings I, LLC v. FreeSeas Inc., Case No. 651950/2013. Hanover commenced the Action against the Company on May 31, 2013, to recover an aggregate of $5,331,011 of past-due accounts payable of the Company, plus fees and costs. Pursuant to the terms of the Settlement Agreement, the Company issued and delivered to Hanover 890,000 shares of the Company's common stock, $0.001 par value, and between July 2, 2013, and July 22, 2013, the Company issued and delivered to Hanover an aggregate of 3,808,000 additional settlement shares. A copy of the Form 6-K is available for free at: http://is.gd/qPM3oR About FreeSeas Inc. Headquartered in Athens, Greece, FreeSeas Inc., formerly known as Adventure Holdings S.A., was incorporated in the Marshall Islands on April 23, 2004, for the purpose of being the ultimate holding company of ship-owning companies. The management of FreeSeas' vessels is performed by Free Bulkers S.A., a Marshall Islands company that is controlled by Ion G. Varouxakis, the Company's Chairman, President and CEO, and one of the Company's principal shareholders. The Company's fleet consists of six Handysize vessels and one Handymax vessel that carry a variety of drybulk commodities, including iron ore, grain and coal, which are referred to as "major bulks," as well as bauxite, phosphate, fertilizers, steel products, cement, sugar and rice, or "minor bulks." As of Oct. 12, 2012, the aggregate dwt of the Company's operational fleet is approximately 197,200 dwt and the average age of its fleet is 15 years. Freeseas disclosed a net loss of US$30.88 million in 2012, a net loss of US$88.19 million in 2011, and a net loss of US$21.82 million in 2010. The Company's balance sheet at Dec. 31, 2012, showed US$114.35 million in total assets, $106.55 million in total liabilities and US$7.80 million in total shareholders' equity. RBSM LLP, in New York, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2012. The independent auditors noted that the Company has incurred recurring operating losses and has a working capital deficiency. In addition, the Company has failed to meet scheduled payment obligations under its loan facilities and has not complied with certain covenants included in its loan agreements. It has also failed to make required payments to Deutsche Bank Nederland as agreed to in its Sept. 7, 2012, amended and restated facility agreement and received notices of default from First Business Bank. Furthermore, the vast majority of the Company's assets are considered to be highly illiquid and if the Company were forced to liquidate, the amount realized by the Company could be substantially lower that the carrying value of these assets. These conditions, among others, raise substantial doubt about the Company's ability to continue as a going concern. FREESEAS INC: Issues $775,000 Additional Shares to Hanover ---------------------------------------------------------- FreeSeas Inc. issued and delivered to Hanover Holdings I, LLC, an aggregate of 775,000 additional settlement shares. The Supreme Court of the State of New York, County of New York, entered an order on June 25, 2013, approving, among other things, the settlement between FreeSeas Inc. and Hanover in the matter entitled Hanover Holdings I, LLC v. FreeSeas Inc., Case No. 651950/2013. Hanover commenced the Action against the Company on May 31, 2013 to recover an aggregate of $5,331,011 of past-due accounts payable of the Company, plus fees and costs. The Order provides for the full and final settlement of the Claim and the Action. The Settlement Agreement became effective and binding upon the Company and Hanover upon execution of the Order by the Court on June 25, 2013. Pursuant to the terms of the Settlement Agreement approved by the Order, on June 26, 2013, the Company issued and delivered to Hanover 890,000 shares of the Company's common stock, $0.001 par value, and between July 2, 2013, and July 23, 2013, the Company issued and delivered to Hanover an aggregate of 4,808,000 Additional Settlement Shares. A copy of the Form 6-K is available for free at: http://is.gd/TkDIE1 About FreeSeas Inc. Headquartered in Athens, Greece, FreeSeas Inc., formerly known as Adventure Holdings S.A., was incorporated in the Marshall Islands on April 23, 2004, for the purpose of being the ultimate holding company of ship-owning companies. The management of FreeSeas' vessels is performed by Free Bulkers S.A., a Marshall Islands company that is controlled by Ion G. Varouxakis, the Company's Chairman, President and CEO, and one of the Company's principal shareholders. The Company's fleet consists of six Handysize vessels and one Handymax vessel that carry a variety of drybulk commodities, including iron ore, grain and coal, which are referred to as "major bulks," as well as bauxite, phosphate, fertilizers, steel products, cement, sugar and rice, or "minor bulks." As of Oct. 12, 2012, the aggregate dwt of the Company's operational fleet is approximately 197,200 dwt and the average age of its fleet is 15 years. Freeseas disclosed a net loss of US$30.88 million in 2012, a net loss of US$88.19 million in 2011, and a net loss of US$21.82 million in 2010. The Company's balance sheet at Dec. 31, 2012, showed US$114.35 million in total assets, $106.55 million in total liabilities and US$7.80 million in total shareholders' equity. RBSM LLP, in New York, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2012. The independent auditors noted that the Company has incurred recurring operating losses and has a working capital deficiency. In addition, the Company has failed to meet scheduled payment obligations under its loan facilities and has not complied with certain covenants included in its loan agreements. It has also failed to make required payments to Deutsche Bank Nederland as agreed to in its Sept. 7, 2012, amended and restated facility agreement and received notices of default from First Business Bank. Furthermore, the vast majority of the Company's assets are considered to be highly illiquid and if the Company were forced to liquidate, the amount realized by the Company could be substantially lower that the carrying value of these assets. These conditions, among others, raise substantial doubt about the Company's ability to continue as a going concern. GENERAL STEEL: Fails to Comply with NYSE Min. Bid Price Rule ------------------------------------------------------------ General Steel Holdings, Inc., was notified by the New York Stock Exchange that the Company has fallen below the NYSE's continued listing standard that requires a minimum average closing price of $1.00 per share over 30 consecutive trading days. Under the NYSE rules, the Company has a cure period of six months from receipt of the notice to cure the deficiency by regaining compliance with the minimum share price requirement. The Company can regain compliance at any time during the six-month cure period if on the last trading day of any calendar month during the cure period, the Company has a closing share price of at least $1.00 and an average closing share price of at least $1.00 over the 30 trading-day period ending on the last trading day of that month. Subject to compliance with the NYSE's other continued listing requirements and subject to ongoing oversight, the Company's common stock will continue to be listed and trade on the NYSE during the six-month cure period. The Company has notified the NYSE following its receipt of the notice to indicate its intent to cure this deficiency. The Company intends to actively monitor the closing bid price of its common stock during the cure period, and will evaluate available options to resolve this deficiency and regain compliance with the NYSE rules. The Company's business operations and SEC reporting requirements are not affected by the receipt of the NYSE notification. "We remain focused on bringing the Company current in its reporting obligations and on improving fundamentals," said John Chen, chief financial officer of General Steel. "We are encouraged by the improving results achieved in the fourth quarter of 2012, and we continue to make subsequent progress in our business processes. We have already completed the filing of our financial reports for 2011 and 2012, and we anticipate reporting our first quarter 2013 financial results and hosting a live conference call with investors as soon as practical in August. We are committed to regaining compliance with the NYSE listing standards and look forward to updating shareholders about our business strategy and operating plans soon." About General Steel Holdings General Steel Holdings, Inc., headquartered in Beijing, China, produces a variety of steel products including rebar, high-speed wire and spiral-weld pipe. The Company has operations in China's Shaanxi and Guangdong provinces, Inner Mongolia Autonomous Region and Tianjin municipality with seven million metric tons of crude steel production capacity under management. For more information, please visit www.gshi-steel.com. General Steel incurred a net loss of $231.93 million on $1.96 billion of sales for the year ended Dec. 31, 2012, as compared with a net loss of $283.29 million on $2.45 billion of sales for the year ended Dec. 31, 2011. As of Dec. 31, 2012, the Company had $2.65 billion in total assets, $3.08 billion in total liabilities and a $436 million total deficiency. GGW BRANDS: 'Girls Gone Wild' Fights Trustee's Deal With Wynn ------------------------------------------------------------- Lance Duroni of BankruptcyLaw360 reported that the bankrupt company behind the racy "Girls Gone Wild" videos balked at a settlement struck between its court-appointed trustee and casino magnate Steve Wynn, claiming the deal is based on the faulty premise that the company is liable for the debts its founder owes Wynn. According to the report, the settlement, secured last week by GGW Brands LLC trustee R. Todd Neilson, frees up $800,000 for the bankruptcy estate in return for allowing $28 million -- or 90 percent -- of Wynn's claims against GGW. About GGW Brands Santa Monica, California-based GGW Brands, LLC, the company behind the "Gils Gone Wild" video, filed a Chapter 11 petition (Bankr. C.D. Cal. Case No. 13-15130) on Feb. 27, 2013. Judge Sandra R. Klein oversees the case. The company is represented by the Law Offices of Robert M. Yaspan. The company disclosed $0 to $50,000 in estimated assets and $10 million to $50 million in estimated liabilities in its petition. Affiliates GGW Events LLC, GGW Direct LLC and GGW Magazine LLC also sought Chapter 11 protection. In April 2013, R. Todd Neilson, an ex-FBI agent, was appointed as Chapter 11 Trustee to take over the companies. Mr. Neilson has investigated failed solar-power company Solyndra and was involved in the Mike Tyson and Death Row Records bankruptcy cases. GGW Marketing, LLC, GGW Brands' affiliate, filed a voluntary Chapter 11 petition on May 22, 2013, before the United States Bankruptcy Court Central District Of California (Los Angeles). The case is assigned Case No.: 13-23452. Martin R. Barash, Esq., and Matthew Heyn, Esq., at Klee, Tuchin, Bogdanoff and Stern, LLP, in Los Angeles, California, represent GGW Marketing. GLYECO INC: Amends Report on Change of Accounting Firm ------------------------------------------------------ The Board of Directors of GlyeCo, Inc., previously appointed Semple, Marchal & Cooper, LLP, to be the Company's independent registered public accountant for the fiscal year ending Dec. 31, 2013. Concurrent with the appointment of Semple Marchal, the Board dismissed Jorgensen & Co., which served as the Company's independent registered public accountant for the fiscal years ended Dec. 31, 2012, and Dec. 31, 2011. The reports provided by Jorgensen & Co. in connection with the Company's financial statements for the fiscal years ended Dec. 31, 2012, and Dec. 31, 2011, did not contain any adverse opinion or disclaimer of opinion, nor were those reports qualified or modified as to uncertainty, audit scope, or accounting principles, except that they contained an explanatory paragraph in respect to the substantial doubt of the Company's ability to continue as a going concern. During the two most recent fiscal years and through July 15, 2013, there was only one disagreement between the Company and Jorgensen & Co. The disagreement was in connection with the audit of the Company's financial statements for the fiscal year ended Dec. 31, 2012, and concerned the fair market value of shares issued in non- monetary transactions. The view of Jorgensen & Co. was that market conditions for the cash sale of securities (at $0.50) weighed heavily in the valuation of the shares, notwithstanding contractual agreements (at $1.00) for the parties to the non- monetary exchanges. The Board did not directly discuss the subject matter of the disagreement with Jorgensen & Co., and the disagreement was ultimately resolved to the satisfaction of Jorgensen & Co. The Company has authorized Jorgensen & Co. to respond fully to any inquiries of Semple, Marchal & Cooper LLP concerning the subject matter of the disagreement. A copy of the Form 8-K is available for free at: http://is.gd/tE3WVT About GlyEco, Inc. Phoenix, Ariz.-based GlyEco, Inc., is a green chemistry company formed to roll-out its proprietary and patent pending glycol recycling technology that transforms waste glycols, a hazardous material, into profitable green products. Glyeco disclosed a net loss of $1.86 million on $1.26 million of net sales for the year ended Dec. 31, 2012, as compared with a net loss of $592,171 on $824,289 of net sales for the year ended Dec. 31, 2011. The Company's balance sheet at March 31, 2013, showed $9.16 million in total assets, $2.63 million in total liabilities and $6.53 million in total stockholders' equity. Jorgensen & Co., in Lehi, UT, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2012. The independent auditors noted that the Company has not yet achieved profitable operations and is dependent on its ability to raise capital from stockholders or other sources and other factors to sustain operations. These factors, among other matters, raise substantial doubt that the Company will be able to continue as a going concern. GRANITE SHOALS: S&P Revises Outlook to Pos. & Affirms 'BB+' Rating ------------------------------------------------------------------ Standard & Poor's Ratings Services revised its outlook to positive from stable on Granite Shoals, Texas' outstanding certificates of obligation (CO). "The outlook revision reflects the city's focus on stabilizing the structural financial imbalance through the amendment of its tax rate distribution between maintenance and debt service, from revenues trending above budgeted expectations, and from favorable expenditures trending slightly below budgeted levels through the first six months of the fiscal year," said Standard & Poor's credit analyst Todd Helman. In addition, Standard & Poor's affirmed its 'BB+' long-term rating on the city's outstanding COs. The long-term rating continues to reflect S&P's view of the city's: -- Structural imbalance, albeit improving, as evidenced by its trend of general fund deficits despite transfers and interfund loans for the past three fiscal years; -- Borrowing cash from the debt service fund to provide liquidity to the general fund; and -- Limited economic employment base, which is reflected in adequate wealth and income levels. These credit weaknesses are partly offset by S&P's opinion of the city's: -- Location in Texas' Highland Lakes tourist area, which attracts retirees and second home buyers; -- Utility system that continues to subsidize the general fund; and -- Increased tax rate although it remains below the majority of surrounding cities, providing additional revenue-raising flexibility. An ad valorem property tax within the limits prescribed by law, as well as the city's combined waterworks and sanitary sewer system surplus net revenues, secures the certificates. In practice, however, the city makes debt service payments on the certificates with water and sewer revenues. GREYSTONE LOGISTICS: Delays Special Meeting of Shareholders ----------------------------------------------------------- Greystone Logistics, Inc., filed on June 18, 2013, a Schedule 13E-3 and a Preliminary Proxy Statement on Schedule 14A, each relating to a special meeting of the shareholders of the Company to be held on Aug. 2, 2013. The sole matter to be voted upon at the Special Meeting of the Shareholders is to approve an amendment to the Company's Certificate of Incorporation, which would authorize a 1 for 10,000 reverse stock split of the Company's Common Stock and a cash payment per share for resulting fractional shares equal to $0.50. The Company has decided to delay the date of the Special Meeting of Shareholders until such later time as the Company can amend the Schedule 13E-3 and the Preliminary Proxy Statement to: (i) respond to comments received by the Company from the U.S. Securities and Exchange Commission; (ii) incorporate into the Preliminary Proxy Statement by reference the Company's Annual Report on Form 10-K for the year ended May 31, 2013; (iii) attach as an exhibit to the Preliminary Proxy Statement that Annual Report on Form 10-K for the year ended May 31, 2013; and (iv) set a new record date and a new special meeting date for the Special Meeting of Shareholders of the Company. About Greystone Logistics Tulsa, Okla.-based Greystone Logistics, Inc. (OTC BB: GLGI.OB - News) -- http://www.greystonelogistics.com/-- manufactures and sells plastic pallets through its wholly owned subsidiary, Greystone Manufacturing, LLC. Greystone sells its pallets through direct sales and a network of independent contractor distributors. Greystone also sells its pallets and pallet leasing services to certain large customers direct through its President, Senior Vice President of Sales and Marketing and other employees. Greystone reported net income of $2.49 million for the year ended May 31, 2012, compared with a net loss of $847,204 during the prior fiscal year. The Company's balance sheet at Feb. 28, 2013, showed $12.71 million in total assets, $18.15 million in total liabilities and a $5.44 million total deficit. GROVES IN LINCOLN: Aug. 20 Hearing to Confirm Chapter 11 Plan ------------------------------------------------------------- The U.S. Bankruptcy Court for the District of Massachusetts will convene a hearing on Aug. 20, 2013, at 11:30 a.m., to consider the confirmation of The Groves in Lincoln, Inc. et al.'s Chapter 11 Plan. Objections, if any, are due Aug. 13. The Court approved the Disclosure Statement explaining the Debtors' Second Amended Plan dated July 9, 2013. Ballot accepting or rejecting the Plan are due Aug. 13, 2013. As reported by the Troubled Company Reporter on July 19, 2013, the Plan provides that all proceeds from the sale of the Debtors' assets -- together with funds held by the Debtors and by Wells Fargo as trustee of the Debtors' bondholders -- will be paid to the Debtors' creditors, the majority of which are bondholders, subject to payment of expenses of the Debtors' Chapter 11 cases. The Disclosure Statement reveals that the Debtors got a stalking horse bid for the assets from BSL Lincoln, Inc. They did not receive any higher or better offers for the assets by the June 3 bid submission deadline. The Court approved the sale on June 12 and the sale of the assets to BSL Lincoln for $30 million was successfully closed on June 28. Under the Plan, payments to bondholders will be made by the Bond Trustee. Payments to other creditors will be made by a Plan Trustee appointed to administer the Plan. Distributions are projected as follows: * For bondholders, the funds wired to or retained by the Bond Trustee are projected to yield 48 percent to 63 percent (based on the series of Bonds owned) in the event that Contingent Payment is made by BSL in the maximum amount provided by the Asset Purchase Agreement, and 44 percent to 57 percent (based upon the series of Bonds owned) in the event the Contingent Payment is not made. * Holders of an administrative claim or other type of priority claim, or a secured claim other than Bonds, will be paid the full amount you are owed. * General unsecured claims will receive a pro rata share of the General Unsecured Fund. The General Unsecured Fund will be funded in an amount equal to 50 percent of the total amount of Allowed General Unsecured Claims, but not in an amount greater than $32,500. The Debtors forecast that the Allowed General Unsecured Claims will total approximately $68,000. If the forecast is correct, the holder of Allowed General Unsecured Claims will be paid 48 percent of the Allowed Amount of their Claims. However, the inherent difficulties of forecasting Allowed Claims in any bankruptcy case mean that creditors should not rely on this forecast. Holders of General Unsecured Claims will not receive any interest on account of their Allowed Claims. The Plan was signed by Toby Shea, chief financial officer of The Groves in Lincoln, Inc. and The Apartments at the Groves, Inc. A full-text copy of the Disclosure Statement dated July 9 is available for free at: http://bankrupt.com/misc/GROVESinLINCOLN_DSJul9.PDF About Groves in Lincoln The Groves in Lincoln Inc., along with affiliate The Apartments of the Grove Inc., sought Chapter 11 protection (Bankr. D. Mass. Case No. 13-11329) in Boston on March 11, 2013. David C. Turner signed the petition as president and CEO. Groves is a Massachusetts not-for-profit corporation organized in 2006 for the purpose of developing and operating a senior independent living facility in Lincoln, Massachusetts to be known as The Groves in Lincoln. This facility now consists of 168 independent living units on a 34-acre campus with a mix of apartments, cottages, and related common areas including community center, dining rooms, lounges, barbershop/beauty salon, library, fitness center and pool. Groves has 26 full-time employees and 22 part-time employees as of the bankruptcy filing. The Debtors tapped Murtha Cullina LLP as counsel, Verdolino & Lowey, P.C. as accountants and financial advisors, and RBC Capital Markets LLC as investment banker. The Official Committee of Unsecured Creditors is represented by George W. Tetler, III, Esq. HAMPTON CAPITAL: Court OKs Lien Release Agreement with Panel, BofA ------------------------------------------------------------------ On July 12, 2013, the U.S. Bankruptcy Court for the Middle District of North Carolina approved the lien release agreement dated as of May 31, 2013, among Hampton Capital Partners, LLC, the Official Committee of Unsecured Creditors and Bank of America, N.A., it its capacities as DIP Lender and Pre-Petition Lender. Pursuant to the Order of the Court, without limiting the terms of the Agreement, the Closing Date Lender Claims and amounts to be paid to Bank of America pursuant to the Agreement are finally allowed as fully secured claims in the Bankruptcy Case pursuant to Sections 502 and 506 of the Bankruptcy Code and will not be subject to objection, avoidance, reconsideration, setoff, surcharge, recoupment, subordination, recharacterization, disgorgement, refund, or other challenge of any kind by the Debtor, the Committee or any creditor or party in interest in the Bankruptcy Case. The Challenge Deadline and the 506(b) Claim Objection Deadline established in the Final Financing Order and the Stipulation have expired and may not be reopened or extended. Bank of America will be entitled to retain permanently all payments and proceeds of Collateral received by it from the Debtor or its Estate on account of amounts at any time owed under the Pre-Petition Loan Documents or the Post-Petition Loan Documents, and no payments or proceeds at any time received by Bank of America will be subject to disgorgement, refund or return for any reason. To the extent that any party in interest asserts a lien or other in rem claim with respect to the Debtor's assets or proceeds thereof, such lien or other in rem claim (to the extent valid, unavoidable and otherwise enforceable) will encumber only excess proceeds of Collateral in the possession of the Debtor. Upon the Effective Date, Claim No. 28 filed by Pre-Petition Lender in the Bankruptcy Case on or about Jan. 24, 2013, in the principal amount of $10,010,414, will be deemed satisfied and withdrawn without prejudice to Bank of America's claims and rights to retain all payments and proceeds heretofore or hereafter received by Bank of America. About Hampton Capital Partners Hampton Capital Partners, LLC, an Aberdeen, N.C.-based manufacturer of residential and commercial tufted carpets under the Gulistan name, filed a Chapter 11 petition (Bankr. M.D.N.C. Case No. 13-bk-80015) on Jan. 7, 2013. The Company has been producing carpet under the Gulistan name since 1924, although it traces its roots back to 1818, when an Armenian textile importer established a business in Turkey. The company began manufacturing carpet in Aberdeen in 1957, and was acquired by J.P. Stevens & Co. Inc. in 1964. Over the last 25 years, Gulistan Carpet has undergone several ownership changes. In addition to its headquarters and manufacturing operations in Aberdeen, the company has a plant in Wagram, N.C. John Paul H. Cournoyer, Esq., at Northen Blue, LLP, serves as counsel to the Debtor. Getzler Henrich & Associates LLC is the financial consultant. Five creditors have been appointed to serve on the Official Committee of Unsecured Creditors. The Committee tapped Lowenstein Sandler LLP as its counsel and Wilson and Ratledge PLLC as its North Carolina counsel. The Committee also tapped BDO Consulting, a division of BDO USA LLP, as its financial advisors. HAMPTON LAKE: Cherry Bekaert Approved as Audit and Tax Accountants ------------------------------------------------------------------ The U.S. Bankruptcy Court for the District of South Carolina authorized Hampton Lake, LLC, to employ Cherry Bekaert LLP as audit and tax accountants. As reported by the Troubled Company Reporter on June 18, 2013, Alan Robinson, a partner at Cherry Bekaert, says that because of firm's experience in accounting, auditing and tax and Firm's prior performance of those services to the Debtors, the Debtors have requested that the Firm act as their independent auditor and tax preparer. According to Mr. Robinson, professionals expected to provide services to the Debtor include: Professional Hourly Rate ------------ ----------- Timothy Cherry, tax partner $300 Alan Robinson, audit partner $300 Sarah McGregor, tax senior manager $265 Aaron Parris, audit senior manager $265 Brandon Finn, audit senior staff $175 Mr. Robinson attests to the Court that the Firm does not hold or represent an interest adverse to the Debtor or its estate and that Firm is a disinterested person as that term is defined in U.S.C. Section 101(14). About Hampton Lake Hampton Lake, LLC, filed a Chapter 11 petition (Bankr. D. S.C. Case No. 13-02482) in Charleston, South Carolina on April 29, 2013. G. William McCarthy, Jr., Esq. and Daniel J. Reynolds, Jr., Esq., at McCarthy Law Firm, LLC, serve as counsel to the Debtor. The Debtor operates the Hampton Lake Subdivision in Bluffton, South Carolina. The Debtor disclosed $23.4 million in total assets and $48.4 million in liabilities in its schedules. The Debtor has a Chapter 11 plan that contemplates selling the remaining 235 lots over the next three years to generate cash covering payments to creditors under the plan. The plan calls for paying about 88.5 percent of the first-lien debt by selling out the project in the next three years. The noteholders are slated for an 8.75 percent recovery. HAMPTON LAKE: Gets OK to Hire Reed Development as Manager --------------------------------------------------------- The U.S. Bankruptcy Court for the District of South Carolina has authorized Hampton Lake, LLC, to employ Reed Development, Inc., as the Debtor's manager. Reed was designated to operate the Debtor's business prepetition pursuant to an operating agreement. The Debtor and manager have agreed that as compensation for its postpetition services, the manager will be paid monthly management fees of $30,000 per month in 2013, and will be reduced to $27,771 per month in 2014 and $19,438 per month in 2015. John P. Reed, president of the manager, attests to the Court that the firm is a disinterested party within the meaning of 11 U.S.C. Section 101(14). About Hampton Lake Hampton Lake, LLC, filed a Chapter 11 petition (Bankr. D. S.C. Case No. 13-02482) in Charleston, South Carolina on April 29, 2013. G. William McCarthy, Jr., Esq. and Daniel J. Reynolds, Jr., Esq., at McCarthy Law Firm, LLC, serve as counsel to the Debtor. The Debtor operates the Hampton Lake Subdivision in Bluffton, South Carolina. The Debtor disclosed $23.4 million in total assets and $48.4 million in liabilities in its schedules. The Debtor has a Chapter 11 plan that contemplates selling the remaining 235 lots over the next three years to generate cash covering payments to creditors under the plan. The plan calls for paying about 88.5 percent of the first-lien debt by selling out the project in the next three years. The noteholders are slated for an 8.75 percent recovery. HAMPTON LAKE: Hampton Lake Realty Approved as Real Estate Agent --------------------------------------------------------------- The U.S. Bankruptcy Court for the District of South Carolina has authorized Hampton Lake, LLC, to employ Hampton Lake Realty, LLC as real estate agent. As reported by the Troubled Company Reporter on June 18, 2013, the agent is a wholly owned subsidiary and an insider of the Debtor. The agent has operated as the Debtor's real estate sales agent for the sale of the Debtor's developer lots since the Debtor's inception. The Debtor wants to continue its use of the agent's services in the ordinary course of business and according to their ordinary terms during the Chapter 11 proceeding because of the agent's familiarity and experience with the Debtor's business operations and real property. The Debtor and the agent have agreed that as compensation for its services, the agent will be paid a blended commission of 7.3% from the gross purchase price for each of the developer lot closings plus certain ordinary sales incentives as set forth in the cash collateral orders entered by the Court. Kenneth Lewis, the broker-in-charge of the agent, attests to the Court that the Firm is a disinterested party within the meaning of 11 U.S.C. Section 101(14). About Hampton Lake Hampton Lake, LLC, filed a Chapter 11 petition (Bankr. D. S.C. Case No. 13-02482) in Charleston, South Carolina on April 29, 2013. G. William McCarthy, Jr., Esq. and Daniel J. Reynolds, Jr., Esq., at McCarthy Law Firm, LLC, serve as counsel to the Debtor. The Debtor operates the Hampton Lake Subdivision in Bluffton, South Carolina. The Debtor disclosed $23.4 million in total assets and $48.4 million in liabilities in its schedules. The Debtor has a Chapter 11 plan that contemplates selling the remaining 235 lots over the next three years to generate cash covering payments to creditors under the plan. The plan calls for paying about 88.5 percent of the first-lien debt by selling out the project in the next three years. The noteholders are slated for an 8.75 percent recovery. HANDY HARDWARE: Wins Confirmation of 2nd Amended Plan ----------------------------------------------------- Handy Hardware Wholesale, Inc., won confirmation of its Modified Second Amended Plan of Reorganization at the hearing on July 25. The Debtor also won permission to acquire tail insurance coverage for its director and officer liability. On June 20, the Bankruptcy Court authorized Handy Hardware to enter into a plan support agreement dated May 31, 2013, entered among the Debtor, Littlejohn Management Holdings, LLC, and Littlejohn's affiliate, HH Acquisition LLC (buyer). The plan support agreement forms basis for the Debtor's amended plan. The plan support agreement provides the opportunity for continued business operations under new ownership of buyer, through the sale of substantially all of the Debtor's assets under what the debtor expects will be a consensual Amended Plan. As reported by the Troubled Company Reporter, the Plan will hand ownership of the Debtor to Littlejohn Management Holdings in return for a $4 million contribution to cover wind-down costs for the estate and pay unsecured creditors on a pro-rated basis. The Plan proposes to pay or roll over working capital financing from first-lien lender Wells Fargo Bank NA. Capital One Bank USA NA, with liens on warehouses in Houston and Meridian, Mississippi, will receive title to both facilities and lease the Houston property back to the purchaser. The Mississippi warehouse was closed. Capital One is owed $25.8 million. The Plan says unsecured creditors will have allowed claims of $35 million to $56 million, and are projected to recoup 8 percent to 12 percent. For unsecured creditors, a significant feature the Plan is the waiver of claims to sue for preferences, or payments received with 90 days of bankruptcy. Equity interests in the Debtor will be extinguished. The Amended Plan, as outlined in the plan support agreement, would provide for, among other things: (i) indefeasible payment in full in cash of the Debtor's DIP financing facility provided by Wells Fargo on or before Aug. 9, 2013; (ii) payment or assumption of allowed administrative claims in full, including all allowed claims under Section 403(b)(9); (iii) funding of a significant contribution ($4,000,000) to provide a pro rata return to holders of general unsecured claim and fund a budget for the wind-down of the Debtor's estate; (iv) waiver of substantially all avoidance actions, except for certain parties that will be specifically identified as part of the plan supplement; and establishment by buyer of a loyalty program for certain qualifying members who wish to continue to do business with Handy post-effective date. A copy of the plan support agreement is available for free at http://bankrupt.com/misc/HANDYHARDWARE_plansupportagreement.pdf As evidenced by the Voting Certification, Classes 1 and 5, each Impaired Classes under the Plan, have voted to accept the plan. Class 2, 3, and 4, which are unimpaired are conclusively presumed to have accepted the Plan. Holders of Section 510(b) Claims in Class 6 of the plan and Holders of Equity Interests in Class 7 of the Plan are impaired and deemed to reject; thus Section 1129(a)(8) of the Bankruptcy Code is not satisfied. This notwithstanding, according to the Confirming Order, the Plan is confirmable because it satisfies Section 1129(b) of the Bankruptcy Code to each Class. A copy of the Modified Second Amended Plan of Reorganization is available at http://bankrupt.com/misc/handyhardware.doc698.pdf $28.3 Million According to Bloomberg calculations, the deal is valued at about $28.3 million. Littlejohn will make a contribution of $4 million for unsecured creditors, pay off the bankruptcy financing which is to be no more than $14.5 million, make a contribution to pay 503(b)(9) creditors which is estimated to be about $4.8 million and take on liabilities not to exceed $5 million, court papers show. 503(b) (9) claims refer to the section of the U.S. Bankruptcy Code about creditors that have supplied goods within the 20 days preceding a company's bankruptcy filing. "This is an important milestone for the future growth of Handy Hardware," Doug Miller, who will serve as the interim chief executive officer of Handy Hardware, said in the statement. "With the additional financial and operating resources of Littlejohn, our future outlook is bright," he added. About Handy Hardware Handy Hardware Wholesale, Inc., filed a Chapter 11 petition (Bankr. D. Del. Case No. 13-10060) on Jan. 11, 2013. Handy Hardware is engaged in the business of buying goods from vendors and selling those goods at a discounted price to its members for sale in their retail stores. Handy Hardware, which has 300 employees, is operating on a cooperative basis and is completely member-owned, with over 1,000 members. The Debtor's warehouse facilities are located in Houston, Texas, and in Meridian, Mississippi. Trucking services are provided by Averitt Express, Inc., and Trans Power Corp. Its members operate 1,300 retail stores, home centers, and lumber yards. The members are located in 14 states throughout the U.S. as well as in Mexico, South America, and Puerto Rico. Bankruptcy Judge Mary F. Walrath oversees the case. William P. Bowden at Ashby & Geddes, P.A., serve as the Debtor's counsel. MCA Financial serves as financial advisor. Donlin Recano serves as claims and noticing agent. The Debtor disclosed $79,169,106 in assets and $77,605,085 plus an unknown in liabilities as of the Chapter 11 filing. A seven-member official committee of unsecured creditors has been appointed in the case. Gellert Scali Busenkell & Brown, LLC represents the Committee. Wells Fargo is providing a $30 million revolving credit to finance operations in Chapter 11. HANDY HARDWARE: Can Acquire D&O Tail Insurance Coverage ------------------------------------------------------- On July 25, 2013, the U.S. Bankruptcy Court for the District of Delaware granted Handy Hardware Wholesale, Inc., permission to acquire tail insurance coverage for its existing directors and officers. On July 18, 2013, the Debtor sought authorization from the Bankruptcy Court to purchase a three-year extension of its existing director and officer liability policy. According to papers filed with the Court, the Debtor maintains liability insurance for the benefit of itself and its directors and officers covering claims for, among other things, breach of fiduciary duties (the "D&O Insurance"). The D&O Insurance policy maintained by the Debtor includes an aggregate policy of $7 million issued by National Union Fire Insurance Company of Pittsburgh, Pa. Although the current policy does not expire until Jan. 1, 2014, the change of control occurring upon the Plan's Effective Date will cause the D&O Insurance to lapse on the Effective Date, according to the Debtor. The Debtor has reached an agreement with National Union for a three year extension of the D&O Insurance to provide "tail coverage" for the Debtor's directors of and officers. The policy premium for the tail coverage is approximately $19,425. The Debtor says HH OPCO LLC and Littlejohn Management Holdings, LLC, the proposed acquirer of substantially all of the Debtor's assets pursuant to the Debtor's Second Amended Plan, have consented to the Debtor incurring the additional cost of the Tail Coverage, which will be assumed by the Littlejohn Parties as part of the overall acquisition of the Debtor's assets. Counsel for the Debtor may be reached at: William P. Bowden, Esq. Gregory A. Taylor, Esq. Amanda Winfree Hermann, Esq. Stacy L. Newman, Esq. ASHBY & GEDDES, P.A. 500 Delaware Avenue, 8th Floor P.O. Box 1150 Wilmington, DE 19899 Tel: (302) 654-1888 Fax: (302) 654-2067 About Handy Hardware Handy Hardware Wholesale, Inc., filed a Chapter 11 petition (Bankr. D. Del. Case No. 13-10060) on Jan. 11, 2013. Handy Hardware is engaged in the business of buying goods from vendors and selling those goods at a discounted price to its members for sale in their retail stores. Handy Hardware, which has 300 employees, is operating on a cooperative basis and is completely member-owned, with over 1,000 members. The Debtor's warehouse facilities are located in Houston, Texas, and in Meridian, Mississippi. Trucking services are provided by Averitt Express, Inc., and Trans Power Corp. Its members operate 1,300 retail stores, home centers, and lumber yards. The members are located in 14 states throughout the U.S. as well as in Mexico, South America, and Puerto Rico. Bankruptcy Judge Mary F. Walrath oversees the case. William P. Bowden at Ashby & Geddes, P.A., serve as the Debtor's counsel. MCA Financial serves as financial advisor. Donlin Recano serves as claims and noticing agent. The Debtor disclosed $79,169,106 in assets and $77,605,085 plus an unknown in liabilities as of the Chapter 11 filing. A seven-member official committee of unsecured creditors has been appointed in the case. The Committee sought and obtained court permission to retain PricewaterhouseCooopers as its financial advisor, Lowenstein Sandler LLP as its counsel, and The Rosner Law Group LLC as its Delaware counsel. Attorneys at Gellert Scali Busenkell & Brown, LLC, represent he Official Committee of Equity Security Holders as counsel. Wells Fargo is providing a $30 million revolving credit to finance operations in Chapter 11. HANDY HARDWARE: Court Okays Compromise With Delinquent Customers ---------------------------------------------------------------- On July 24,2013, the U.S. Bankruptcy Court for the District of Delaware granted the motion of Handy Hardware Wholesale, Inc., to approve the settlements with Oglethorpe Builders Supply, Inc., Mac's Building Supply and Madisonville Hardware & Lumber LLC, for the payment of the Settling Parties' delinquent accounts, pursuant to Rule 9019 of the Federal Rules of Bankruptcy Procedure. Prior to the Petition Date, each of the proposed Settling Parties was a customer of the Debtor that purchased goods from the Debtor in the ordinary course of business. Due to the nature of the Debtor's business, and its ownership structure, the Debtor's customers are also its members and equity holders. On or about May 24 and June 27, 2013, the Debtor sent each of the Settling Parties a letter demanding prompt payment of the delinquent outstanding balances and informing them that absent timely receipt of payment, the Debtor would commence litigation to recover the amounts owed. Pursuant to the respective Settlement Agreements, in full and final satisfaction of the outstanding balance of the accounts receivable for each of the Settling Parties, within ten (10) days of the date of the Settlement Agreements, each of the Settling Parties will pay the Settlement Amount to the Debtor's undersigned counsel, which amount will be held in escrow pending approval of the Motion. In the event any of the Settling Parties fail to timely pay the Settlement Amount, the Debtor will be entitled to (i) terminate the Settlement Agreement and (ii) prosecute any and all claims and causes of action it may have against the Settling Party as if the Settlement Agreement had never been reached. About Handy Hardware Handy Hardware Wholesale, Inc., filed a Chapter 11 petition (Bankr. D. Del. Case No. 13-10060) on Jan. 11, 2013. Handy Hardware is engaged in the business of buying goods from vendors and selling those goods at a discounted price to its members for sale in their retail stores. Handy Hardware, which has 300 employees, is operating on a cooperative basis and is completely member-owned, with over 1,000 members. The Debtor's warehouse facilities are located in Houston, Texas, and in Meridian, Mississippi. Trucking services are provided by Averitt Express, Inc., and Trans Power Corp. Its members operate 1,300 retail stores, home centers, and lumber yards. The members are located in 14 states throughout the U.S. as well as in Mexico, South America, and Puerto Rico. Bankruptcy Judge Mary F. Walrath oversees the case. William P. Bowden at Ashby & Geddes, P.A., serve as the Debtor's counsel. MCA Financial serves as financial advisor. Donlin Recano serves as claims and noticing agent. The Debtor disclosed $79,169,106 in assets and $77,605,085 plus an unknown in liabilities as of the Chapter 11 filing. A seven-member official committee of unsecured creditors has been appointed in the case. The Committee sought and obtained court permission to retain PricewaterhouseCooopers as its financial advisor, Lowenstein Sandler LLP as its counsel, and The Rosner Law Group LLC as its Delaware counsel. Attorneys at Gellert Scali Busenkell & Brown, LLC, represent he Official Committee of Equity Security Holders, as counsel. Wells Fargo is providing a $30 million revolving credit to finance operations in Chapter 11. HAWKER BEECHCRAFT: Whistleblowers' $2.3BB Suit Nixed as Untimely ---------------------------------------------------------------- Andrew Scurria of BankruptcyLaw360 reported that a New York bankruptcy judge dismissed a $2.3 billion whistleblower suit alleging Hawker Beechcraft Corp. sold the U.S. military shoddy airplanes, finding the case was discharged in the aircraft manufacturer's Chapter 11 plan because the plaintiffs had missed a key filing deadline. According to the report, U.S. Bankruptcy Judge Stuart M. Bernstein ruled that six-year-old allegations brought against Hawker in Kansas federal court and in its bankruptcy case by former TECT Aerospace Inc. workers were discharged by the debtor's turnaround plan, which he approved Feb. 1. About Hawker Beechcraft Hawker Beechcraft Acquisition Company, LLC, headquartered in Wichita, Kansas, manufactures business jets, turboprops and piston aircraft for corporations, governments and individuals worldwide. Hawker Beechcraft reported a net loss of $631.90 million on $2.43 billion of sales in 2011, compared with a net loss of $304.30 million on $2.80 billion of sales in 2010. Hawker Beechcraft Inc. and 17 affiliates filed for Chapter 11 reorganization (Bankr. S.D.N.Y. Lead Case No. 12-11873) on May 3, 2012, having already negotiated a plan that eliminates $2.5 billion in debt and $125 million of annual cash interest expense. The plan will give 81.9% of the new stock to holders of $1.83 billion of secured debt, while 18.9% of the new shares are for unsecured creditors. The proposal has support from 68% of secured creditors and holders of 72.5% of the senior unsecured notes. Hawker is 49%-owned by affiliates of Goldman Sachs Group Inc. and 49%-owned by Onex Corp. The Company's balance sheet at Dec. 31, 2011, showed $2.77 billion in total assets, $3.73 billion in total liabilities and a $956.90 million total deficit. Other claims include pensions underfunded by $493 million. Hawker's legal representative is Kirkland & Ellis LLP, its financial advisor is Perella Weinberg Partners LP and its restructuring advisor is Alvarez & Marsal. Epiq Bankruptcy Solutions LLC is the claims and notice agent. Sidley Austin LLP serves as legal counsel and Houlihan Lokey Howard & Zukin Capital Inc. serves as financial advisor to the DIP Agent and the Prepetition Agent. Wachtell, Lipton, Rosen & Katz represents an ad hoc committee of senior secured prepetition lenders holding 70% of the loans. Milbank, Tweed, Hadley & McCloy LLP represents an ad hoc committee of holders of the 8.500% Senior Fixed Rate Notes due 2015 and 8.875%/9.625% Senior PIK Election Notes due 2015 issued by Hawker Beechcraft Acquisition Company LLC and Hawker Beechcraft Notes Company. The members of the Ad Hoc Committee -- GSO Capital Partners, L.P. and Tennenbaum Capital Partners, LLC -- hold claims or manage accounts that hold claims against the Debtors' estates arising from the purchase of the Senior Notes. Deutsche Bank National Trust Company, the indenture trustee for senior fixed rate notes and the senior PIK-election notes, is represented by Foley & Lardner LLP. An Official Committee of Unsecured Creditors appointed in the case has selected Daniel H. Golden, Esq., and the law firm of Akin Gump Strauss Hauer & Feld LLP as legal counsel. The Committee's financial advisor is FTI Consulting, Inc. On June 30, 2012, Hawker filed its Plan, which proposed to eliminate $2.5 billion in debt and $125 million of annual cash interest expense. The plan would give 81.9% of the new stock to holders of $1.83 billion of secured debt, while 18.9% of the new shares are for unsecured creditors. The proposal has support from 68% of secured creditors and holders of 72.5% of the senior unsecured notes. In July 2012, Hawker disclosed it was in exclusive talks with China's Superior Aviation Beijing Co. for the purchase of Hawker's corporate jet and propeller plane operations out of bankruptcy for $1.79 billion. In October 2012, Hawker unveiled that those talks have collapsed amid concerns a deal with Superior wouldn't pass muster with a U.S. government panel and other cross-cultural complications. Sources told The Wall Street Journal that Superior encountered difficulties separating Hawker's defense business from those units in a way that would make both sides comfortable the deal would get U.S. government clearance. The sources told WSJ the defense operations were integrated in various ways with Hawker's civilian businesses, especially the propeller plane unit, in ways that proved difficult to untangle. Thereafter, Hawker said it intends to emerge from bankruptcy as an independent company. On Oct. 29, 2012, Hawker filed a modified reorganization plan and disclosure materials. Hawker said the plan was supported by the official creditors' committee and by a "substantial majority" of holders of the senior credit and a majority of holders of senior notes. Hawker said it will either sell or close the jet-manufacturing business. The revised plan still offers 81.9% of the new stock in return for $921 million of the $1.83 billion owing on the senior credit. Unsecured creditors are to receive the remaining 18.9% of the new stock. Holders of the senior credit will receive 86% of the new stock. The senior credit holders are projected to have a 43.1% recovery from the plan. General unsecured creditors' recovery is a projected 5.7% to 6.3%. The recovery by holders of $510 million in senior notes is predicted to be 9.2% to 10%. HEALTHWAREHOUSE.COM INC: Incurs $5.6 Million Net Loss in 2012 ------------------------------------------------------------- Healthwarehouse.com, Inc., filed with the U.S. Securities and Exchange Commission on July 23, 2013, its annual report on Form 10-K for the year ended Dec. 31, 2012. The Company reported a net loss of $5.57 million on $11.08 million of net sales for the year ended Dec. 31, 2012, as compared with a net loss of $5.71 million on $10.36 million of net sales during the prior year. As of Dec. 31, 2012, the Company had $2.15 million in total assets, $9.94 million in total liabilities and a $7.79 million total stockholders' deficiency. Marcum LLP, in New York, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2012, citing significant losses and the need to raise additional funds to meet the Company's obligations and sustain its operations. The Company said the delay in filing its Form 10-K resulted in the loss of its quotation privileges, on the OTCQB market tier and the liquidity for its common stock could be adversely affected by reducing the ability or willingness of broker-dealers to make a market in or otherwise sell the Company's shares and the ability of our stockholders to sell their shares in the secondary market. The Company's common stock currently trades on the OTC Pink market tier. Furthermore, on or about April 16, 2012, the Company lost its Rule 144(i)(2) exemption which prevents the sale of restricted stock into the public market. Bankruptcy Warning "The Company recognizes it will need to raise additional capital in order to fund operations, meet its payment obligations and execute its business plan. There is no assurance that additional financing will be available when needed or that management will be able to obtain financing on terms acceptable to the Company and whether the Company will become profitable and generate positive operating cash flow. If the Company is unable to raise sufficient additional funds, it will have to develop and implement a plan to further extend payables, attempt to extend note repayments, attempt to negotiate the preferred stock redemption and reduce overhead until sufficient additional capital is raised to support further operations. There can be no assurance that such a plan will be successful. If the Company is unable to obtain financing on a timely basis, the Company could be forced to sell its assets, discontinue its operation and /or seek reorganization under the U.S. bankruptcy code," the Company said in the filing. A copy of the Form 10-K is available for free at: http://is.gd/o0xfz1 About HealthWarehouse.com HealthWarehouse.com, Inc., headquartered in Florence, Kentucky, is a U.S. licensed virtual retail pharmacy ("VRP") and healthcare e-commerce company that sells brand name and generic prescription drugs as well as over-the-counter ("OTC") medical products. HERCULES OFFSHORE: Reports Incident on Jackup Rig Hercules 265 -------------------------------------------------------------- Hercules Offshore, Inc., reported that there was a well control incident on July 23, 2013, aboard jackup drilling rig Hercules 265, a 250' mat-supported cantilevered unit, operating for Walter Oil & Gas Corporation in the U.S. Gulf of Mexico OCS lease block South Timbalier 220. Late on July 23, natural gas flowing from the well ignited and spread to the rig. Based on a visual flyover inspection on the afternoon of July 24, 2013, the jackup rig is still standing, however it appears to have sustained extensive damage to the derrick package. The visual inspection revealed debris near the well site. The Company, Walter Oil & Gas and regulatory authorities are continuing to review the area for potential environmental impacts. The Company has contracted an outside environmental expert to monitor currents, wind direction and wave height for the potential trajectory of any conceivable environmental spill. The Company continues to coordinate response activities with the U.S. Coast Guard and the Bureau of Safety and Environmental Enforcement. As previously reported, all 44 personnel aboard the jackup rig were safely evacuated during the afternoon of July 23rd. There have been no injuries sustained as a result of this incident. The Company is working with Walter Oil & Gas and their third party expert in efforts to regain control of the natural gas well, including preparation to drill a relief well. In the event that a relief well is necessary, the Company is preparing to promptly mobilize the Hercules 200, a 200' mat-supported cantilevered unit to execute drilling of the relief well. The Hercules 265 has an insured value of $50 million and the Company also has removal of wreck coverage up to a total amount of $110 million. The deductible under the Company's package policy, which includes physical damage and removal of wreck coverage, is $5 million but the deductible does not apply in the event the rig is a total loss. The Company has pollution coverage through Water Quality Insurance Syndicate for pollution emanating from the rig. The limit for the Hercules 265 under this policy is approximately $17 million and is subject to a $3 million deductible. The Company also carries excess liability coverage to a limit of $200.0 million, excluding removal of wreck, but including coverage for pollution liability. The net book value for the rig is approximately $19.4 million. About Hercules Offshore Hercules Offshore Inc. (NASDAQ: HERO) -- http://www.herculesoffshore.com/-- provides shallow-water drilling and marine services to the oil and natural gas exploration and production industry in the United States, Gulf of Mexico and internationally. The Company provides these services to integrated energy companies, independent oil and natural gas operators and national oil companies. The Company operates in six business segments: Domestic Offshore, International Offshore, Inland, Domestic Liftboats, International Liftboats and Delta Towing. Hercules incurred a net loss of $127 million in 2012, a net loss of $76.12 million in 2011, and a net loss of $134.59 million in 2010. The Company's balance sheet at March 31, 2013, showed $2 billion in total assets, $1.08 billion in total liabilities and $919.58 million in stockholders' equity. * * * The Troubled Company Reporter said on April 11, 2013, that Moody's Investors Service upgraded Hercules Offshore, Inc.'s Corporate Family Rating to B2 from B3. Hercules' B2 CFR is supported by its improved cash flow and lower leverage on the back of increased drilling activity and higher day-rates in the Gulf of Mexico (GOM) As reported by the TCR on Nov. 6, 2012, Standard & Poor's Ratings Services raised its corporate credit rating on Houston-based Hercules Offshore Inc. to 'B' from 'B-'. "The upgrade reflects the improving market conditions in the Gulf of Mexico and our expectations that Hercules' fleet will continue to benefit," said Standard & Poor's credit analyst Stephen Scovotti. HERCULES OFFSHORE: Updates Report on Drilling Rig Incident ---------------------------------------------------------- Hercules Offshore provided further information on the incident aboard jackup drilling rig Hercules 265, a 250' mat-supported cantilevered unit, operating for Walter Oil & Gas Corporation in the U.S. Gulf of Mexico OCS lease block South Timbalier 220. Visual inspections as of July 25, 2013, indicate that the natural gas well appears to have bridged over, and the flow of natural gas has stopped. It appears that the hull of the rig remains intact, and the rig remains standing, the Company said. Hercules previously reported the incident on July 23, 2013. Later that day, natural gas flowing from the well ignited and spread to the rig. There have been no injuries sustained as a result of this incident. About Hercules Offshore Hercules Offshore Inc. (NASDAQ: HERO) -- http://www.herculesoffshore.com/-- provides shallow-water drilling and marine services to the oil and natural gas exploration and production industry in the United States, Gulf of Mexico and internationally. The Company provides these services to integrated energy companies, independent oil and natural gas operators and national oil companies. The Company operates in six business segments: Domestic Offshore, International Offshore, Inland, Domestic Liftboats, International Liftboats and Delta Towing. Hercules incurred a net loss of $127 million in 2012, a net loss of $76.12 million in 2011, and a net loss of $134.59 million in 2010. The Company's balance sheet at March 31, 2013, showed $2 billion in total assets, $1.08 billion in total liabilities and $919.58 million in stockholders' equity. * * * The Troubled Company Reporter said on April 11, 2013, that Moody's Investors Service upgraded Hercules Offshore, Inc.'s Corporate Family Rating to B2 from B3. Hercules' B2 CFR is supported by its improved cash flow and lower leverage on the back of increased drilling activity and higher day-rates in the Gulf of Mexico (GOM) As reported by the TCR on Nov. 6, 2012, Standard & Poor's Ratings Services raised its corporate credit rating on Houston-based Hercules Offshore Inc. to 'B' from 'B-'. "The upgrade reflects the improving market conditions in the Gulf of Mexico and our expectations that Hercules' fleet will continue to benefit," said Standard & Poor's credit analyst Stephen Scovotti. HIGHWAY TECHNOLOGIES: Committee Taps Richards Layton as Counsel --------------------------------------------------------------- The Official Committee of Unsecured Creditors in the Chapter 11 cases of Highway Technologies, Inc., et al., has filed papers with the U.S. Bankruptcy Court for the District of Delaware to retain Richards, Layton & Finger, P.A. as its counsel. The firm attests it is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. About Highway Technologies Highway Technologies Inc. and affiliate HTS Acquisition Inc. sought Chapter 11 protection (Bankr. D. Del. Case No. 13-11325 to 13-11326) on May 22, 2013, to conduct an orderly liquidation. Richard M. Pachuiski at Pachulski Stang Ziehl & Jones LLP serves as counsel to the Debtors. Kurtzman Carson Consultants LLC is the claims and notice agent. The prepetition lenders are represented by David M. Hilllman, Esq., at Schulte Roth & Zabel, in New York. The company's balance sheet as of March 31, 2013, showed $55 million in total assets and $102 million in liabilities. Richards, Layton & Finger, P.A. represents the Official Unsecured Creditors' Committee as counsel. HOYT TRANSPORTATION: Seeks to Sell 93 Buses for $2.95-Mil. ---------------------------------------------------------- Marie Beaudette writing for Dow Jones' DBR Small Cap reports that New York City school-bus operator Hoyt Transportation Corp. is seeking to sell 93 of its more than 300 buses to four different buyers for a total of $2.95 million. About Hoyt Transportation 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. Brooklyn-based Hoyt specializes in transportation for children with disabilities. Hoyt operated 350 buses until the contract with the Department of Education expired. IES GLOBAL: Moody's Assigns First-Time 'B2' CFR; Outlook Stable --------------------------------------------------------------- Moody's Investors Service assigned IES Global B.V. first time CFR and PDR ratings of B2 and B2-PD, respectively. Concurrently, a B2 rating was assigned to its first lien term loan due 2019. Proceeds will go towards the refinancing of existing debt. The company's ABL revolver as well as its second lien debt were not rated. Assignments: Corporate Family Rating, assigned at B2 Probability of Default, assigned at B2-PD $270 million first lien term loan, assigned B2 LGD3/49% The rating outlook is Stable. Ratings Rationale: The B2 rating reflects IES' small scale, high leverage, and cyclical end markets weighed against good liquidity, an international operating footprint, and long established relationships with large heavy equipment manufacturers and dealers across the globe. The company's portfolio of attachments and cabs allow heavy machinery to be used for multiple purposes and in varied weather conditions enhancing the machinery's utility and versatility. Debt to EBITDA is expected to be around 4.5 times at the end of 2013 while EBITDA to interest is estimated to be about 2 times at the end of 2013. Moreover, the rating is supported by Moody's expectation for positive FCF and operating margins above 10% for the year. The company's relatively small size is a ratings negative as its product concentration into the heavy manufacturing industry increases its vulnerability to the industry's significant cyclicality. A stubbornly slow recovery in global construction has negatively impacted IES' growth initiatives. IES was created through the combination of several acquisitions over the last few years; successful integration of these companies is anticipated within the rating. The rating benefits from low required capital expenditures, high variable costs, and ongoing international expansion. The B2 rating on the $270 million Term Loan, at the CFR level, reflects its first priority status on property plant and equipment in the US and 65% of the capital stock of the first tier foreign subsidiaries, as well as the benefits of the $68.5 million of sponsor held second lien debt. The rating also reflects IES Global B.V. (holdings) and International Equipment Solutions, LLC's guarantees. The borrowers are Paladin Brands Holdings Inc., Crenlo Cab Products Inc., and Emcor Enclosures, Inc. The term loan has a second priority lien on the borrowers' inventory, receivables, cash, and proceeds thereof. The rating may be downgraded if debt to EBITDA was over five times or if free cash flow to debt was to fall below 5%. EBIT to interest trending towards one times could also pressure the rating. Moreover, weakness in its Brazilian operations would be a concern as its Brazilian operations are expected to offset weakness in other markets. Given the company's size, industry concentration, and significant cyclicality, a ratings upgrade is not anticipated over the intermediate term. A positive rating outlook could occur if leverage was estimated to fall below 4 times and expected to improve meaningfully. The stable outlook reflects the view that the company will generate positive free cash flow that will likely be reinvested in growth opportunities. The outlook considers the expectation for continued synergies from integrating the four acquisitions completed since 2011 when the sponsor formed the IES. The principal methodology used in this rating was the Global Heavy Manufacturing Rating Methodology published in November 2009. Other methodologies used include Loss Given Default for Speculative- Grade Non-Financial Companies in the U.S., Canada and EMEA published in June 2009. IES, located in Oak Brook, IL is a manufacturer of attachments and cab enclosures for heavy machinery. The company was created in 2011 with the combination of Paladin Brands (incl. Paladin Attachments, Genesis, Pengo, Jewell) and Crenlo, while Siac do Brasil and CWS were acquired in 2012. Total revenues for 2013 are expected to approximate $600 million. IES is owned by KPS Capital Partners, L.P., a manager of a family of private equity funds. IES GLOBAL: S&P Assigns 'B+' CCR & Rates $270MM 1st-Lien Loan 'B+' ------------------------------------------------------------------ Standard & Poor's Ratings Services said that it assigned its 'B+' corporate credit rating to IES Global B.V. (doing business as International Equipment Solutions LLC [IES]). The outlook is stable. At the same time, S&P assigned its 'B+' issue-level rating to the company's proposed $270 million first-lien term loan. The recovery rating on this debt is '4', which indicates S&P's expectation of average (30%-50%) recovery in the event of a payment default. "The ratings on IES reflect our assessment of the company's 'weak' business risk profile and 'aggressive' financial risk profile," said Standard & Poor's credit analyst Svetlana Olsha. "Our assessment of IES' business risk reflects the company's narrow scope of operations within the off-highway equipment industry, its high degree of cyclical exposure, and its short track record operating as a combined entity. These factors are offset somewhat by IES' good product breadth in the markets it serves, as well as its recognizable brands and technological know-how, which have supported good recent profitability. We assess the company's management and governance as "fair." We expect that the company will use proceeds from the new facility to refinance its existing senior debt. Paladin Brands Holding Inc., Crenlo Cab Products Inc., and Emcor Enclosures Inc. are the borrowers under the first- lien term loan." The outlook is stable. "We expect that IES will be able to generate positive free cash flow over the next 12 months and its credit measures will remain in line with our expectation for the rating, including debt to EBITDA of 4x-5x and FFO to debt of 10%- 15%," said Ms. Olsha. "Assuming modestly declining revenue levels and relatively stable margin performance in 2013, we expect that total debt to EBITDA will remain within our expectations for the rating over the next 12 months." S&P could lower the rating if weakening economic or construction activity causes revenues to decline by about 10% and lower fixed- cost absorption or rising raw material prices lower margins to the low-teens. Under these conditions, leverage would likely increase to more than 5x. S&P could also lower the rating if additional debt hurts liquidity or results in a meaningful deterioration of credit measures or if S&P expects covenant headroom to be less than 10%. The company's aggressive financial policy limits positive rating actions. S&P could raise the rating if private equity ownership meaningfully declines and if more conservative financial policies lead S&P to expect debt leverage to drop to and remain less than 4x, taking into account the cyclicality of the company's markets. IGPS COMPANY: Depot Deal Removes Stumbling Block to $39MM Sale -------------------------------------------------------------- Jamie Santo of BankruptcyLaw360 reported that bankrupt iGPS Co.'s $39 million sale cleared the final hurdle after its prospective purchaser and the parties that handle its plastic pallets defused a dispute that threatened to trip up a deal that had seemingly surmounted its biggest obstacle in winning judicial approval. According to the report, the proposed sale to a consortium of private equity firms and other investors won the blessing of a Delaware bankruptcy judge after overcoming objections to its value, but the sale order remained unsigned as Belacon Pallet Services LLC and various depots objected to the sale. About iGPS Co. iGPS Company LLC filed a Chapter 11 bankruptcy petition (Bankr. D. Del. Case No. 13-11459) on June 4, 2013, to sell its assets to a group led by Balmoral Funds LLC, absent higher and better offers. iGPS Company -- http://www.igps.net-- is the first and only plastic pallet pooling rental and leasing company in the U.S. It offers plastic pallets with embedded radio frequency identification (RFID) tags. Founded in 2006, the company is headquartered in Orlando, Florida, and has a sales and innovation center in Bentonville, Arkansas. The Debtor estimated $100 million to $500 million in assets and liabilities in its Chapter 11 petition. According to the board resolution authorizing the bankruptcy, Pegasus IGPS LLC owns 12.55% of the company; iGPS Co-Investment LLC owns 18.75%; Kia VIII (iGPS Sub), LLC owns 30.74%; and KIA VIII iGPS Blocker, LLC, owns 12.27%. IMAGEWARE SYSTEMS: Bruce Toll Held 5.7% Equity Stake at July 11 --------------------------------------------------------------- In an amended Schedule 13D filing with the U.S. Securities and Exchange Commission, Bruce Toll and his affiliates disclosed that as of July 11, 2013, they beneficially owned 4,604,806 shares of common stock of ImageWare Systems, Inc., representing 5.71 percent of the shares outstanding. Mr. Toll previously reported beneficial ownership of 5,424,606 common shares or 6.72 percent equity stake as of June 18, 2013. A copy of the amended regulatory filing is available for free at http://is.gd/30Did7 http://is.gd/30Did7 About ImageWare Systems Headquartered in San Diego, California, ImageWare Systems, Inc., is a leader in the emerging market for software-based identity management solutions, providing biometric, secure credential, law enforcement and enterprise authorization. Its "flagship" product is the IWS Biometric Engine. Scalable for small city business or worldwide deployment, the Company's biometric engine is a multi- biometric platform that is hardware and algorithm independent, enabling the enrollment and management of unlimited population sizes. The Company's identification products are used to manage and issue secure credentials, including national IDs, passports, driver licenses, smart cards and access control credentials. Its law enforcement products provide law enforcement with integrated mug shot, fingerprint LiveScan and investigative capabilities. The Company also provides comprehensive authentication security software. Imageware Systems incurred a net loss of $10.19 million in 2012, as compared with a net loss of $3.18 million in 2011. The Company's balance sheet at March 31, 2013, showed $7.61 million in total assets, $6.68 million in total liabilities and $927,000 in total shareholders' equity. INNOVIDA HOLDINGS: Exec Wants Conviction Tossed in Investor Scheme ------------------------------------------------------------------ Ama Sarfo of BankruptcyLaw360 reported that a Miami Beach-area executive who was convicted on charges that he and a colleague conned investors in bankrupt manufacturing company InnoVida Holdings LLC out of $40 million urged a Florida federal judge to overturn his conviction, saying he was unaware of the scheme. According to the report, Craig Stanley Toll, 64, of Pembroke Pines, who was convicted July 12 by a federal jury on charges including conspiracy and wire fraud, says the charges should be overturned because the government failed to prove that he schemed with the company's president. As previously reported, Mr. Toll was convicted of two counts of conspiracy to commit wire fraud, three counts each of substantive wire fraud and making false statements to a U.S. government agency, and one count each of major fraud against the U.S. and conspiracy to commit money laundering. The case is USA v. Eleazar Osorio et al, Case No. 1:12-cr-20901 (S.D. Fla.). INTERNET SPECIALTIES: $40,000 in Receiver Fees Get Admin. Priority ------------------------------------------------------------------ Bankruptcy Judge Geraldine Mund ruled that $40,000 in approved legal fees and expenses awarded to Klee, Tuchin, Bogdanoff & Stern LLPA, as counsel to David Pasternak, as the state-court appointed receiver of Internet Specialties West, Inc. is an administrative priority. The Receiver was appointed on June 22, 2011, by the state court to aid in the execution of a $3.82 million judgment as compensatory damages against ISW and shareholder Robert Johnson in favor of creditors William Bickley and Kenneth Cleveland. The judgment also involved a $500,000 award against Mr. Johnson as punitive damages and $500,000 award against ISW as punitive damages. When ISW filed for bankruptcy in December 2012, the Receiver had been in place for some 18 months and ISW's business was running under his general supervision and through the daily activities of several key employees. In his July 18, 2013 decision, Judge Mund held that once the amount of reasonable prepetition and postpetition fees and expenses of the Receiver have been determined, they will also receive an administrative priority. A copy of Judge Mund's July 16, 2013 Memorandum of Opinion is avialabel at http://is.gd/V7MM26from Leagle.com. Internet Specialties West, Inc. is a California corporation dealing in broadband access and collocation services. Robert Johnson and Drew Kaplan were 50% shareholders in the Company. On Dec. 18, 2012, the Company filed for Chapter 11 bankruptcy in the U.S. Bankruptcy Court for the Central District of New York, Case No. 12-20897. Mirman, Bubman & Nahmias LLP serves as counsel for the Debtor. IPAYMENT INC: Moody's Says Credit Amendment is Credit Positive -------------------------------------------------------------- Moody's Investors Service said that iPayment, Inc.'s amendment to its senior secured revolving credit facility and term loan is credit positive because it widens covenant headroom, thereby improving the company's financial flexibility while it executes on its plans to grow its transaction processing merchant base. However, the company's B3 corporate family rating, negative ratings outlook and SGL-3 liquidity rating are not impacted. Headquartered in New York, NY iPayment, Inc. is a wholly-owned subsidiary of iPayment Holdings, Inc. iPayment provides credit and debit card payment processing services to small business merchants in the United States. The company generated gross revenue of $672 million and net-revenues (revenues net of interchanges and card network fees) of $332 million for the twelve months ended March 31, 2013. ISTAR FINANCIAL: Incurs $14.4 Million Net Loss in Second Quarter ---------------------------------------------------------------- iStar Financial Inc. reported a net loss of $14.39 million on $100.32 million of total revenues for the three months ended June 30, 2013, as compared with a net loss of $51.12 million on $107.21 million of total revenues for the same period during the prior year. For the six months ended June 30, 2013, the Company incurred a net loss of $46.65 million on $194.86 million of total revenues, as compared with a net loss of $97.17 million on $208.31 million of total revenues for the same period a year ago. As of June 30, 2013, the Company had $5.94 billion in total assets, $4.51 billion in total liabilities, $12.25 million in redeemable noncontrolling interests and $1.41 billion in total equity. A copy of the press release is available for free at: http://is.gd/sWCFrh About iStar Financial New York-based iStar Financial Inc. (NYSE: SFI) provides custom- tailored investment capital to high-end private and corporate owners of real estate, including senior and mezzanine real estate debt, senior and mezzanine corporate capital, as well as corporate net lease financing and equity. The Company, which is taxed as a real estate investment trust, provides innovative and value added financing solutions to its customers. iStar Financial incurred a net loss of $241.43 million in 2012, following a net loss of $25.69 million in 2011. The company reported a net loss of $41.3 million on $94.5 million of revenue in the first quarter of 2013. * * * In March 2013, Fitch Ratings affirmed iStar's 'B-' issuer default rating and revised the outlook to "positive" from "stable." The revision of the outlook to positive is based on the company's demonstrated access to the unsecured debt market, which, combined with certain secured debt refinancings, have significantly improved SFI's near-term debt maturity profile. As reported by the TCR on Oct. 5, 2012, Standard & Poor's Ratings Services affirmed its 'B+' long-term issuer credit rating on iStar Financial. In October 2012, Moody's Investors Service upgraded the corporate family rating to B2 from B3. The current rating reflects the REIT's success in extending near term debt maturities and improving fundamentals in commercial real estate. The ratings on the October 2012 senior secured credit facility takes into account the asset coverage, the size and quality of the collateral pool, and the term of facility. JEFFERSON COUNTY, AL: Approves Higher-Than-Planned Tariffs Hike --------------------------------------------------------------- Verna Gates, writing for Reuters, reported that Alabama's Jefferson County voted to raise sewer tariffs by 7.89 percent, more than the county's bankruptcy plan had projected, and approved a deal to pay Lehman Brothers 75 cents on the dollar to settle missed payments on interest rate swaps. According to the report, Jefferson County in June filed a comprehensive negotiated plan to exit its $4.2 billion bankruptcy, the result of debts taken on in a costly overhaul and expansion of the county's sewer system. The plan delivers the first big losses to municipal bondholders since the 1930s and is the latest chapter in a saga of corruption and mismanagement of public finances that forced Jefferson County, Alabama's most populous county, to seek protection from creditors in November 2011, the report said. Until Detroit filed for bankruptcy last week, Jefferson County had ranked as the largest municipal bankruptcy in U.S. history, the report noted. With unseasonably cold and wet weather resulting in lower water usage, sewer revenues are down 5 percent, an unusual circumstance that Jefferson County expects to compensate with rate hikes, Eric Rothstein, a sewer rate consultant, told the Jefferson County Commission at its meeting, the report further related. About Jefferson County Jefferson County has its seat in Birmingham, Alabama. It has a population of 660,000. Jefferson County filed a bankruptcy petition under Chapter 9 (Bankr. N.D. Ala. Case No. 11-05736) on Nov. 9, 2011, after an agreement among elected officials and investors to refinance $3.1 billion in sewer bonds fell apart. John S. Young Jr. LLC was appointed as receiver by Alabama Circuit Court Judge Albert Johnson in September 2010. Jefferson County's bankruptcy represents the largest municipal debt adjustment of all time. The county said that long-term debt is $4.23 billion, including about $3.1 billion in defaulted sewer bonds where the debt holders can look only to the sewer system for payment. The county said it would use the bankruptcy court to put a value on the sewer system, in the process fixing the amount bondholders should be paid through Chapter 9. Judge Thomas B. Bennett presides over the Chapter 9 case. Lawyers at Bradley ArantBoult Cummings LLP and Klee, Tuchin, Bogdanoff & Stern LLP, led by Kenneth Klee, represent the Debtor as counsel. Kurtzman Carson Consultants LLC serves as claims and noticing agent. Jefferson estimated more than $1 billion in assets. The petition was signed by David Carrington, president. The bankruptcy judge in January 2012 ruled that the state court- appointed receiver for the sewer system largely lost control as a result of the bankruptcy. Before deciding whether Jefferson County is eligible for Chapter 9, the bankruptcy judge will allow the Alabama Supreme Court to decide whether sewer warrants are the equivalent of "funding or refunding bonds" required under state law before a municipality can be in bankruptcy. U.S. District Judge Thomas B. Bennett ruled in March 2012 that Jefferson County is eligible under state law to pursue a debt restructuring under Chapter 9. Holders of more than $3 billion in defaulted sewer debt had challenged the county's right to be in Chapter 9. In June 2013, the county reached settlement with holders of 78 percent of the $3.1 billion in sewer debt at the core of the county's financial problems. The bondholders will be paid $1.84 billion through a refinancing, according to a term sheet. The settlement calls for JPMorgan Chase & Co., the owner of $1.22 billion in bonds, to make the largest concessions so other bondholder will recover more. On June 30, 2013, Jefferson County filed a Chapter 9 plan of debt adjustment. Pursuant to the Plan, sewer bondholders will receive 65 percent in cash. If they elect to waive claims against JPMorgan and bond insurers, they receive 80 percent in cash. Bondholders supporting the plan already agreed to waive claims and receive the larger recovery. Existing sewer bonds will be canceled in exchange for payments under the plan. The county will fund plan distributions by selling new sewer bonds calculated to generate $1.96 billion to cover the $1.84 billion earmarked for existing sewer bondholders. JPMorgan has agreed to waive $842 million of the sewer debt and a $657 million swap debt, resulting in an 88 percent overall write off by JPMorgan. To finance the new sewer bonds, there will be 7.4 percent in rate increases for sewer customers in each of the first four years. In later years, rate increases will be 3.5 percent. JEFFERSON COUNTY, AL: To Pay $4.5 Million to IRS ------------------------------------------------ Ama Sarfo of BankruptcyLaw360 reported that Jefferson County, Ala., has agreed to pay the Internal Revenue Service $4.5 million to resolve an agency investigation into the tax-exempt status of warrants the bankrupt county issued to finance an overhaul of its sewer system, say documents filed in bankruptcy court. According to the report, the county revealed the settlement in motions asking U.S. Bankruptcy Judge Thomas Bennett to expedite a hearing for the deal and allow it to pay the settlement through a revenue account. Judge Bennett granted the expedited hearing request. About Jefferson County Jefferson County has its seat in Birmingham, Alabama. It has a population of 660,000. Jefferson County filed a bankruptcy petition under Chapter 9 (Bankr. N.D. Ala. Case No. 11-05736) on Nov. 9, 2011, after an agreement among elected officials and investors to refinance $3.1 billion in sewer bonds fell apart. John S. Young Jr. LLC was appointed as receiver by Alabama Circuit Court Judge Albert Johnson in September 2010. Jefferson County's bankruptcy represents the largest municipal debt adjustment of all time. The county said that long-term debt is $4.23 billion, including about $3.1 billion in defaulted sewer bonds where the debt holders can look only to the sewer system for payment. The county said it would use the bankruptcy court to put a value on the sewer system, in the process fixing the amount bondholders should be paid through Chapter 9. Judge Thomas B. Bennett presides over the Chapter 9 case. Lawyers at Bradley ArantBoult Cummings LLP and Klee, Tuchin, Bogdanoff & Stern LLP, led by Kenneth Klee, represent the Debtor as counsel. Kurtzman Carson Consultants LLC serves as claims and noticing agent. Jefferson estimated more than $1 billion in assets. The petition was signed by David Carrington, president. The bankruptcy judge in January 2012 ruled that the state court- appointed receiver for the sewer system largely lost control as a result of the bankruptcy. Before deciding whether Jefferson County is eligible for Chapter 9, the bankruptcy judge will allow the Alabama Supreme Court to decide whether sewer warrants are the equivalent of "funding or refunding bonds" required under state law before a municipality can be in bankruptcy. U.S. District Judge Thomas B. Bennett ruled in March 2012 that Jefferson County is eligible under state law to pursue a debt restructuring under Chapter 9. Holders of more than $3 billion in defaulted sewer debt had challenged the county's right to be in Chapter 9. In June 2013, the county reached settlement with holders of 78 percent of the $3.1 billion in sewer debt at the core of the county's financial problems. The bondholders will be paid $1.84 billion through a refinancing, according to a term sheet. The settlement calls for JPMorgan Chase & Co., the owner of $1.22 billion in bonds, to make the largest concessions so other bondholder will recover more. On June 30, 2013, Jefferson County filed a Chapter 9 plan of debt adjustment. Pursuant to the Plan, sewer bondholders will receive 65 percent in cash. If they elect to waive claims against JPMorgan and bond insurers, they receive 80 percent in cash. Bondholders supporting the plan already agreed to waive claims and receive the larger recovery. Existing sewer bonds will be canceled in exchange for payments under the plan. The county will fund plan distributions by selling new sewer bonds calculated to generate $1.96 billion to cover the $1.84 billion earmarked for existing sewer bondholders. JPMorgan has agreed to waive $842 million of the sewer debt and a $657 million swap debt, resulting in an 88 percent overall write off by JPMorgan. To finance the new sewer bonds, there will be 7.4 percent in rate increases for sewer customers in each of the first four years. In later years, rate increases will be 3.5 percent. JELD-WEN INC: S&P Lowers Rating on $460MM 2nd Lien Notes to 'B-' ---------------------------------------------------------------- Standard & Poor's Ratings Services said that it lowered its issue- level rating on JELD-WEN Inc.'s $460 million 12.25% second-lien notes due 2017 to 'B-' from 'B' as a result of a revision in the recovery rating on the debt to '5' (10%-30% recovery) from '4' (30%-50% recovery). The 'B' corporate credit rating and positive outlook were not affected by this change. "Our reassessment of the recovery rating stems from JELD-WEN's recent amendment to its senior secured term loan, which increased the amount of that facility by $70 million. Proceeds were used to create additional liquidity by paying down the company's secured revolving credit facility, which we expect will be used to fund working capital growth arising from increased demand for the company's products driven by higher housing starts. While the additional loan proceeds enhance liquidity, the additional first- lien debt in the capital structure reduces expected recoveries for the second-lien notes under our hypothetical default scenario. For the updated recovery analysis, see Standard & Poor's recovery report on JELD-WEN Inc., to be published on RatingsDirect shortly after this report," S&P said. The 'B corporate credit rating and positive outlook reflect the improvement in JELD-WEN's credit measures in 2012 and S&P's view that this trend will continue into 2013 and 2014 due to strong demand from a pick up in new home construction and an expected recovery in remodeling activity in the U.S. The outlook also reflects management's progress in reducing fixed costs and improving EBITDA margins, which S&P believes will rise to about 7% in 2013. Ratings List JELD-WEN Inc. Corporate credit rating B/Positive/-- Ratings Lowered TO FROM JELD-WEN Inc. Second-lien notes B- B Recovery rating 5 4 JERRY'S NUGGET: Conway Mackenzie Approved as Financial Advisor -------------------------------------------------------------- The U.S. Bankruptcy Court for the District of Nevada authorized Jerry's Nugget, Inc., and Spartan Gaming LLC to employ Conway Mackenzie, Inc. as financial advisor and interest rate expert. As reported by the Troubled Company Reporter on June 7, 2013, Conway MacKenzie will, among other things: a. prepare the liquidation analysis; b. provide oversight and assistance with the preparation of short-term cash flow forecasts and evaluate short-term liquidity requirements of the Debtors, if necessary; and c. provide oversight and assistance with the preparation of Monthly Operating Reports, if necessary. Jeffrey C. Perea, managing director of CM, will be the principal person overseeing CM's provision of the services to Debtors. CM has agreed to provide the services at these rates: Senior Managing Directors $550 Paraprofessionals $160 CM will also be paid a retainer of $40,000. To the best of the Debtor's knowledge, CM and its professionals are "disinterested persons" as that term is defined in Section 101(14) of the Bankruptcy Code. Gerald M. G Pion, Esq., Talitha Gra Kozlowski, Esq., and Erick T. Gjerdingen, Esq., at Gordon Silver, represent the Debtors. 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., 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. The Debtors' Plan generally provides for the repayment of claims against the Debtors as: (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 percent of the Reorganized Debtors' stock and membership issued to the Stamis Trusts. The Bankruptcy Court approved on June 28, 2013, the amended disclosure statement describing the Debtors' Joint Plan. The hearing to confirm the Plan is scheduled for Aug. 26, 2013, at 9:30 a.m. KEMET CORP: Incurs $35.1 Million Net Loss in Q1 2014 ---------------------------------------------------- KEMET Corporation reported a net loss of $35.13 million on $202.72 million of net sales for the three months ended June 30, 2013, as compared with a net loss of $17.75 million on $223.63 million of net sales for the same period during the prior year. As of June 30, 2013, the Company had $881.17 million in total assets, $638.80 million in total liabilities and $244.36 million in stockholders' equity. "Revenue was right on forecast and indicators point to a slight increase in our second quarter. This quarter saw the full impact on our financial results of the raw material supply chain disruption that occurred in our last quarter. However, we have corrections underway and this area is under our control," stated Per Loof, KEMET's chief executive officer. "I expect to see good improvement in our operating margins this next quarter as we get our Tantalum raw material supply back on track and our European business rolls into its final stage of reorganizing into low-cost countries. A little assistance from an improving economy would be appreciated, but we expect a significant positive change to our financial results this fiscal year even with the economy just moving sideways," continued Loof. A copy of the press release is available for free at: http://is.gd/IUuBV0 About KEMET KEMET, based in Greenville, South Carolina, is a manufacturer and supplier of passive electronic components, specializing in tantalum, multilayer ceramic, film, solid aluminum, electrolytic, and paper capacitors. KEMET's common stock is listed on the NYSE under the symbol "KEM." KEMET incurred a net loss of $82.18 million on $842.95 million of net sales for the fiscal year ended March 31, 2013, as compared with net income of $6.69 million on $984.83 million of net sales for the year ended March 31, 2012. * * * As reported by the TCR on March 26, 2013, Moody's Investors Service downgraded KEMET Corp.'s Corporate Family Rating to Caa1 from B2 and the Probability of Default Rating to Caa1-PD from B2- PD based on Moody's expectation that KEMET's liquidity will be pressured by maturing liabilities and negative free cash flow due to the interest burden and continued operating losses at the Film and Electrolytic segment. KEMET carries a 'B+' corporate credit rating from Standard & Poor's Ratings Services. KIT DIGITAL: Aug. 15 Hearing to Confirm Amended Plan ---------------------------------------------------- The Bankruptcy Court will convene a hearing on Aug. 5, 2013, at 9:45 a.m., to consider confirmation of KIT digital, Inc.'s First Amended Plan of Reorganization filed on June 15, 2013. Several parties-in-interest objected to the confirmation of the Debtor's Plan. The Official Committee of Unsecured Creditors stated that the Debtor impermissibly delivers property to junior creditors and interest holders on account of their claims and interests without providing payment in full to holders of Allowed General Unsecured Claims, in violation of the absolute priority rule. As a result, the distribution that general unsecured creditors will ultimately receive under the Plan is very much in limbo, and the Debtor cannot assure the Committee and the Court with reasonable certainty that the Available Cash will be sufficient to satisfy Class 4 Claims in full. Peter A. Ivanick, Esq., at Hogan Lovells US LLP, on behalf of Invigor Group Limited, a creditor and stockholder of the Debtor joined the Equity Committee objection. Bennett S. Silverberg, Esq., at Brown Rudnick LLP, on behalf of the Official Committee of Equity Security Holders, stated that the confirmation of the Debtor's Plan must be denied because: a. The Plan was not proposed in good faith as a result of the inequitable conduct by Peter Heiland, the Debtor's interim chief executive officer and director, and the Plan Sponsor Group use of the acquisition of the WTI Loan to frustrate competitive bidding for the Debtor. Among other things, the Plan Sponsor Group, led by Peter Heiland, usurped the Debtor's corporate opportunity in not offering the opportunity to retire the WTI Loan at a discount and acquired its interest in the WTI Loan postpetition in order to obtain inappropriate control over the Debtor's Chapter 11 Case; and b. The Plan cannot be crammed down over the dissent of Class 6 or 7 because it contains three separate examples of unfair discrimination against Class 7 Interest holders. Stephen B. Selbst, Esq., at Herrick, Feinstein LLP, on behalf of Intelsat Corp., joined the Committee's objection. Lead plaintiff in the consolidated putative federal securities class action, Houston Municipal Employee Pension System, objected to the Debtor's revised solicitation version of the First Amended Plan, stating that the First Amended Plan fails to satisfy the requirements of Section 1129 of the Bankruptcy Code, specifically Section 1129(a)(1). Michael S. Etkin, Esq., at Lowenstein Sandler LLP, represents the lead plaintiff. Other parties-in-interest that filed objections to the Plan include: 1. Eric Lopez Schnabel, Esq., at Dorsey & Whitney LLP for Wilson, Sonsini, Goodrich & Rosati, Professional Corporation, a California Professional Corporation, a general unsecured creditor; 2. Peter N. Zeutler, Esq., at Fishman, Larsen, Goldring & Zeitler for Mark Benscheidt, creditor of the Debtor; 3. Andrew Z. Schwartz, Esq., at Foley Hoag LLP, for Benchmark Video Technologies Pte. Ltd., Jason Clement A., Mani Pathang Eswaran, V. Ramarathinam, Sathyanarayanan Venugopalan, S. Ramesh Babu and Nallamuthu S, parties to a stock purchase agreement, dated May 14, 2010, as amended on Aug. 2, 2011; 4. Invigor Group Limited; 5. Jeremy G. Mallory, Esq., at Massey & Gail LLP for MK Capital, a creditor and stockholder of the Debtor; 6. Philip R. Wiser, creditor; 7. David Allred, creditor; 8. Eric Lopez Schnabel, Esq., at Dorsey & Whitney LLP, for Yagyensh C. Pati, a general unsecured creditor; 9. Eric Lopez Schnabel, Esq., at Dorsey & Whitney LLP, for Building B, Inc., a general unsecured creditor and successor in interest to Sezmi Corporation; 10. Steven T. Hoort, Esq., at Ropes & Gray LLP The parties-in-interest that filed joinders to the Plan objections include: 1. Mark Benscheidt; and 2. Paul A. Rachmuth, Esq., at Streusand, Landon & Ozburn, LLP for Brocade Communications Systems, Inc., a creditor. Settlement Approved Bankruptcy Judge Robert E. Gerber approved a settlement agreement among KIT digital, Kalieil Isaza Tuzman, JEC Capital Partners, LLC, JEC II Associates, LLC, and Peter Heiland, which provided that, among other things -- the proof of claim filed by Mr. Isaza Tuzman is amended and allowed in the amount of $75,000, and will constitute a Class 4 General Unsecured Claim in full and final satisfaction of any claims of Mr. Isaza Tuzman against the KIT Release Parties; and -- the Delaware Lawsuit, as an adversary proceeding before the Court, will be dismissed with prejudice if not otherwise withdrawn. As reported by the Troubled Company Reporter on June 19, 2013, the official committee for unsecured creditors said the Debtor's plan might end up paying only 40 percent the group's claims. Consequently, the disclosure statement was modified at the committee's behest to explain the factors that might lead to less than full payment. Claims of unsecured creditors range between $11.5 million and $14.85 million in the aggregate. The committee has said the reorganization can't be approved since it violates the absolute priority rule by allowing shareholders to retain ownership without a guarantee of full payment to creditors. The plan will have three existing shareholders pay $25 million for 89.3 percent of the stock. The shareholders are Prescott Group Capital Management, JEC Capital Partners, and Stichting Bewaarder Ratio Capital Partners. According to an ad hoc group of other stockholders, JEC is a private-equity investor affiliated with Kit's chief executive. The $3 million DIP financing obtained by the Debtor would convert into the other 10.7 percent of the stock, under the plan. About KIT digital New York-based KIT digital Inc. -- http://www.kitd.com/-- is a video management software and services company. KIT digital services nearly 2,500 clients in 50+ countries including some of the world's biggest brands, such as Airbus, The Associated Press, AT&T, BBC, BSkyB, Disney-ABC, Google, HP, MTV, News Corp, Sky Deutschland, Sky Italia, Telecom Argentina, Telecom Italia, Telefonica, Universal Studios, Verizon, Vodafone VRT and Volkswagen. KIT digital filed for Chapter 11 bankruptcy (Bankr. S.D.N.Y. Case No. 13-11298) in Manhattan on April 25, 2013. The Debtor disclosed $310,206,684 in assets and $23,011,940 in liabilities. KIT's operating subsidiaries, including Ioko 365, Polymedia, Kewego, Multicast and Megahertz are not included in the Chapter 11 filing. Jennifer Feldsher, Esq., and Anna Rozin, Esq., at Bracewell & Giuliani LLP, in New York, serve as counsel to the Debtor. American Legal Claims Services LLC is the claims and noticing agent and the administrative agent. The Official Committee of Equity Security Holders tapped to retain Brown Rudnick LLP, as lead bankruptcy counsel. The Official Committee of Unsecured Creditors tapped to retain Cathy Hershcopf, Esq., at Cooley LLP as its lead bankruptcy counsel, and Odyssey Capital Group as its financial advisor. KIT DIGITAL: May Hire Deutsche Bank as Investment Banker -------------------------------------------------------- The U.S. Bankruptcy Court for the Southern District of New York authorized KIT digital, Inc., to employ Deutsche Bank Securities Inc. as investment banker. To the best of the Debtor's knowledge, Deutsche Bank is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. As reported by the Troubled Company Reporter on June 13, 2013, Deutsche Bank Securities Inc., as investment banker, will be paid a monthly fee of $100,000 up to six months following the Petition Date; a transaction fee equal to the greater of (i) 1 percent of the Aggregate Consideration and (ii)$2,800,000, payable upon the consummation of a Transaction; and a termination fee of 20 percent in connection with a transaction that is not completed. William Lee Counselman, Jr., a managing director at Deutsche Bank Securities Inc., discloses that the Debtor paid Deutsche Bank approximately $339,604 for fees and expenses in fall 2012 in connection with Deutsche Bank's representation of the Debtor, but has not made any payments to Deutsche Bank since. As of the Petition Date, Deutsche Bank held a prepetition claim against the Debtor in the amount of approximately $679,209 for unpaid prepetition fees and expenses in connection with the engagement. About KIT digital New York-based KIT digital Inc. -- http://www.kitd.com/-- is a video management software and services company. KIT digital services nearly 2,500 clients in 50+ countries including some of the world's biggest brands, such as Airbus, The Associated Press, AT&T, BBC, BSkyB, Disney-ABC, Google, HP, MTV, News Corp, Sky Deutschland, Sky Italia, Telecom Argentina, Telecom Italia, Telefonica, Universal Studios, Verizon, Vodafone VRT and Volkswagen. KIT digital filed for Chapter 11 bankruptcy (Bankr. S.D.N.Y. Case No. 13-11298) in Manhattan on April 25, 2013. The Debtor disclosed $310,206,684 in assets and $23,011,940 in liabilities. KIT's operating subsidiaries, including Ioko 365, Polymedia, Kewego, Multicast and Megahertz are not included in the Chapter 11 filing. Jennifer Feldsher, Esq., and Anna Rozin, Esq., at Bracewell & Giuliani LLP, in New York, serve as counsel to the Debtor. American Legal Claims Services LLC is the claims and noticing agent and the administrative agent. The Official Committee of Equity Security Holders tapped to retain Brown Rudnick LLP, as lead bankruptcy counsel. The Official Committee of Unsecured Creditors tapped to retain Cathy Hershcopf, Esq., at Cooley LLP as its lead bankruptcy counsel, and Odyssey Capital Group as its financial advisor. KIT DIGITAL: FTI Okayed as Equity Committee's Financial Advisor --------------------------------------------------------------- The Hon. Robert E. Gerber of the U.S. Bankruptcy Court for the Southern District of New York authorized KIT digital, Inc., to retain FTI Consulting, Inc., as its financial advisor for the Official Committee of Equity Security Holders. According to the approved revised order, FTI will receive a completion fee equal to 1.75 percent of the incremental value over the stalking horse bid, as set forth in the Debtor's proposed Plan of Reorganization, dated as of June 7, 2013, capped at $1 million. In the event FTI earns a completion fee, it will credit the pro rata portion of its monthly fixed fee for the period Aug. 10, 2013, to Sept. 10, 2013, (a) for any period it does not perform services in month three upon the disbandment of the Committee or (b) in accordance with any further order of the Court against the completion fee. In addition it will credit 50 percent of all monthly fixed fees earned after Sept. 10, 2013, against the completion fee. As reported by the Troubled Company Reporter on July 16, 2013, FTI will be paid a fixed amount of $125,000 for the first two months and $100,000 per month thereafter, and a completion fee equal to 2 percent of the incremental value over the stalking horse bid capped at $1 million, plus reimbursement of actual and necessary expenses incurred. In addition, FTI will be paid its customary hourly rates with a cap of $100,000 for services related to expert valuation services. The firm's hourly rates are: Professionals Hourly Rate ------------- ----------- Senior Managing Directors $790 - $895 Directors/Managing Directors $570 - $755 Consultants/Senior Consultants $290 - $540 Administrative/Paraprofessionals $120 - $250 Steven Simms, a senior managing director with FTI Consulting, Inc., assures the Court that his firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Equity Committee. About KIT digital New York-based KIT digital Inc. -- http://www.kitd.com/-- is a video management software and services company. KIT digital services nearly 2,500 clients in 50+ countries including some of the world's biggest brands, such as Airbus, The Associated Press, AT&T, BBC, BSkyB, Disney-ABC, Google, HP, MTV, News Corp, Sky Deutschland, Sky Italia, Telecom Argentina, Telecom Italia, Telefonica, Universal Studios, Verizon, Vodafone VRT and Volkswagen. KIT digital filed for Chapter 11 bankruptcy (Bankr. S.D.N.Y. Case No. 13-11298) in Manhattan on April 25, 2013. The Debtor disclosed $310,206,684 in assets and $23,011,940 in liabilities. KIT's operating subsidiaries, including Ioko 365, Polymedia, Kewego, Multicast and Megahertz are not included in the Chapter 11 filing. Jennifer Feldsher, Esq., and Anna Rozin, Esq., at Bracewell & Giuliani LLP, in New York, serve as counsel to the Debtor. American Legal Claims Services LLC is the claims and noticing agent and the administrative agent. The Official Committee of Equity Security Holders tapped to retain Brown Rudnick LLP, as lead bankruptcy counsel. The Official Committee of Unsecured Creditors tapped to retain Cathy Hershcopf, Esq., at Cooley LLP as its lead bankruptcy counsel, and Odyssey Capital Group as its financial advisor. KIT DIGITAL: Creditors Panel May Hire Odyssey as Financial Advisor ------------------------------------------------------------------ The Hon. Robert E. Gerber of the U.S. Bankruptcy Court for the Southern District of New York authorized the Official Committee of Unsecured Creditors in the Chapter 11 case of KIT digital, Inc., to retain Odyssey Capital Group, LLC as its financial advisor. To the best of the Committee's knowledge, Odyssey is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. As reported by the Troubled Company Reporter on July 16, 2013, Odyssey Capital will review and analyze any potential plans of reorganization and perform any valuation services in connection with those plans. Odyssey stated in court documents that it will not seek compensation of more than $25,000 for services performed during the initial compensation period. The firm will be reimbursed for any necessary out-of-pocket expenses, which will not be counted towards the fee cap. For other professional services, the firm will be paid its customary hourly rates: Professional Hourly Rate ------------ ----------- Managing Partners $550 Directors $475 Associates $425 G. Grant Lyon, president of Odyssey Capital, assures the Court that his firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the interests of the Creditors' Committee. About KIT digital New York-based KIT digital Inc. -- http://www.kitd.com/-- is a video management software and services company. KIT digital services nearly 2,500 clients in 50+ countries including some of the world's biggest brands, such as Airbus, The Associated Press, AT&T, BBC, BSkyB, Disney-ABC, Google, HP, MTV, News Corp, Sky Deutschland, Sky Italia, Telecom Argentina, Telecom Italia, Telefonica, Universal Studios, Verizon, Vodafone VRT and Volkswagen. KIT digital filed for Chapter 11 bankruptcy (Bankr. S.D.N.Y. Case No. 13-11298) in Manhattan on April 25, 2013. The Debtor disclosed $310,206,684 in assets and $23,011,940 in liabilities. KIT's operating subsidiaries, including Ioko 365, Polymedia, Kewego, Multicast and Megahertz are not included in the Chapter 11 filing. Jennifer Feldsher, Esq., and Anna Rozin, Esq., at Bracewell & Giuliani LLP, in New York, serve as counsel to the Debtor. American Legal Claims Services LLC is the claims and noticing agent and the administrative agent. The Official Committee of Equity Security Holders tapped to retain Brown Rudnick LLP, as lead bankruptcy counsel. The Official Committee of Unsecured Creditors tapped to retain Cathy Hershcopf, Esq., at Cooley LLP as its lead bankruptcy counsel, and Odyssey Capital Group as its financial advisor. KUAKINI HEALTH: Moody's Withdraws 'Ba1' Rating & Stable Outlook --------------------------------------------------------------- Moody's Investors Service has withdrawn the rating assigned to Kuakini Health System's series 2002A bonds, issued through the Hawaii Department of Budget & Finance, at the Ba1 level with a stable rating outlook. The withdrawal reflects the rating agency's belief that it lacks adequate information to maintain a rating. Moody's has withdrawn the rating because it believes it has insufficient or otherwise inadequate information to support the maintenance of the rating. LCM V: Moody's Affirms 'Ba2' Rating on $16.5MM Class E Notes ------------------------------------------------------------ Moody's Investors Service has upgraded the rating of the following notes issued by LCM V Ltd.: $41,250,000 Class C Third Priority Deferrable Floating Rate Notes Due 2019, Upgraded to A2 (sf); previously on August 25, 2011 Upgraded to A3 (sf). Moody's also affirmed the ratings of the following notes: $370,500,000 Class A-1 Senior Secured Floating Rate Notes Due 2019, Affirmed Aaa (sf); previously on May 31, 2007 Assigned Aaa (sf); $42,000,000 Class A-2 Senior Secured Floating Rate Notes Due 2019, Affirmed Aaa (sf); previously on September 22, 2009 Confirmed at Aaa (sf); $63,000,000 Class B Second Priority Floating Rate Notes Due 2019, Affirmed Aa1 (sf); previously on August 25, 2011 Upgraded to Aa1 (sf); $18,750,000 Class D Fourth Priority Deferrable Floating Rate Notes Due 2019, Affirmed Baa3 (sf); previously on August 25, 2011 Upgraded to Baa3 (sf); $16,500,000 Class E Fifth Priority Deferrable Floating Rate Notes Due 2019, Affirmed Ba2 (sf); previously on August 25, 2011 Upgraded to Ba2 (sf). Ratings Rationale: According to Moody's, the rating actions taken on the notes are primarily a result of stable performance of the transaction as well as the benefit of the short period of time remaining before the end of the deal's reinvestment period in March 2014. The transaction's reported collateral credit quality and overcollateralization ratios have been stable since the last rating action. Additionally, there have not been reported defaulted securities since October 2010. Moody's notes that because of the short time remaining until the end of reinvestment period, it analyzed this transaction giving credit to actual weighted average life parameters. Moody's notes that the key model inputs used by Moody's in its analysis, such as par, weighted average rating factor, diversity score, and weighted average recovery rate, are based on its published methodology and may be different from the trustee's reported numbers. In its base case, Moody's analyzed the underlying collateral pool to have a performing par and principal proceeds balance of $584.5 million, no defaulted par, a weighted average default probability of 16.8% (implying a WARF of 2512), a weighted average recovery rate upon default of 51.6%, and a diversity score of 61. The default and recovery properties of the collateral pool are incorporated in cash flow model analysis where they are subject to stresses as a function of the target rating of each CLO liability being reviewed. The default probability is derived from the credit quality of the collateral pool and Moody's expectation of the remaining life of the collateral pool. The average recovery rate to be realized on future defaults is based primarily on the seniority of the assets in the collateral pool. In each case, historical and market performance trends and collateral manager latitude for trading the collateral are also factors. LCM V Ltd., issued in March 2007, is a collateralized loan obligation backed primarily by a portfolio of senior secured loans. The principal methodology used in this rating was "Moody's Global Approach to Rating Collateralized Loan Obligations" published in May 2013. Moody's modeled the transaction using a cash flow model based on the Binomial Expansion Technique, as described in Section 2.3 of the "Moody's Global Approach to Rating Collateralized Loan Obligations" rating methodology published in May 2013. In addition to the base case analysis, Moody's also performed sensitivity analyses to test the impact on all rated notes of various default probabilities. Summary of the impact of different default probabilities (expressed in terms of WARF levels) on all rated notes (shown in terms of the number of notches' difference versus the current model output, where a positive difference corresponds to lower expected loss), assuming that all other factors are held equal: Moody's Adjusted WARF -- 20% (2010) Class A-1: 0 Class A-2: 0 Class B: +1 Class C: +2 Class D: +2 Class E: +2 Moody's Adjusted WARF + 20% (3014) Class A-1: 0 Class A-2: 0 Class B: -1 Class C: -2 Class D: 0 Class E: -1 Moody's notes that this transaction is subject to a high level of macroeconomic uncertainty, as evidenced by 1) uncertainties of credit conditions in the general economy and 2) the large concentration of upcoming speculative-grade debt maturities which may create challenges for issuers to refinance. CLO notes' performance may also be impacted by 1) the manager's investment strategy and behavior and 2) divergence in legal interpretation of CLO documentation by different transactional parties due to embedded ambiguities. Sources of additional performance uncertainties: 1) Deleveraging: The main source of uncertainty in this transaction is whether deleveraging from unscheduled principal proceeds will commence and at what pace. Deleveraging may accelerate due to high prepayment levels in the loan market and/or collateral sales by the manager, which may have significant impact on the notes' ratings. 2) Long-dated assets: The presence of assets that mature beyond the CLO's legal maturity date exposes the deal to liquidation risk on those assets. Moody's assumes an asset's terminal value upon liquidation at maturity to be equal to the lower of an assumed liquidation value (depending on the extent to which the asset's maturity lags that of the liabilities) and the asset's current market value. Moody's notes that the deal experienced an increased exposure to long-dated assets primarily resulting from amendments and extensions of loan agreements. LONE PINE: Completes Syndicated Credit Facility Amendment --------------------------------------------------------- Lone Pine Resources Inc. on July 29 announced the completion of an amendment to the Company's syndicated credit facility and the earnings release date for the Company's second quarter 2013 results. Credit Facility Amendment On July 26, 2013, Lone Pine completed an amendment to the Company's syndicated credit facility whereby the Company's Total Debt to EBITDA financial covenant, which previously had a permitted ratio of 4.5 to 1.0 for any quarterly period ending on or before June 30, 2013, has been increased to 5.75 to 1.0 for any quarterly period ending on or before June 30, 2013. For all periods after June 30, 2013, the maximum permitted Total Debt to EBITDA ratio remains at 4.0 to 1.0. There was no change to the Company's borrowing base of $185 million as part of this amendment. This amendment resulted from an ongoing active dialogue with the Company's syndicate of lenders whereby Lone Pine has provided an update on the current status of its strategic asset review as well as certain other deleveraging initiatives the Company is pursuing. Lone Pine is focused on addressing its liquidity issues and is currently engaged in discussions with the holder of a majority of the aggregate principal amount of its 10.375% senior notes due 2017 in connection with a possible restructuring or refinancing of the Senior Notes. These discussions include, among other things, the terms of a possible conversion of a portion of the Senior Notes into an alternate form of debt security, into equity or an equity-like security, a combination thereof, and other terms of a comprehensive restructuring. In connection with these discussions, Lone Pine has retained legal and financial advisors. The outcome of these discussions is uncertain, and it is not known if Lone Pine will be successful in obtaining agreement on the terms of a potential restructuring of the Senior Notes on a consensual basis. As of June 30, 2013, Lone Pine's long term debt consisted of $178 million outstanding under the credit facility and US$195 million of senior notes. Lone Pine had a $13 million cash balance as at July 26, 2013. Second Quarter 2013 Earnings Release Date Lone Pine has scheduled its second quarter 2013 earnings release to be issued after the close of trading on the New York Stock Exchange and Toronto Stock Exchange on Thursday, August 8, 2013. Headquartered in Calgary, Alberta, Canada, Lone Pine Resources Inc. (NYSE, TSX: LPR) is engaged in the exploration and development of natural gas and light oil in Canada. Lone Pine's principal reserves, producing properties and exploration prospects are located in Canada in the provinces of Alberta, British Columbia and Quebec and the Northwest Territories. * * * As reported by the Troubled Company Reporter on May 30, 2013, Moody's Investors Service downgraded Lone Pine Resources Inc.'s Corporate Family Rating and Probability of Default Rating to Caa3/Caa3-PD from Caa1/Caa1-PD. The $200 million senior unsecured notes rating was downgraded to Ca from Caa1. The Speculative Grade Liquidity of SGL-4 was affirmed. Moody's said the rating outlook remains negative. MAUI LAND: Reports $831,000 Net Income in Second Quarter -------------------------------------------------------- Maui Land & Pineapple Company, Inc., reported net income of $831,000 on $3.10 million of total operating revenues for the three months ended June 30, 2013, as compared with a net loss of $1.03 million on $3.45 million of total operating revenues for the same period during the prior year. For the six months ended June 30, 2013, the Company incurred a net loss of $984,000 on $6.46 million of total operating revenues, as compared with a net loss of $1.27 million on $8.76 million of total operating revenues for the same period a year ago. A copy of the press release is available for free at: http://is.gd/bQ9gm9 About Maui Land & Pineapple Co. Maui Land & Pineapple Company, Inc. (NYSE: MLP) -- http://mauiland.com/-- develops, sells, and manages residential, resort, commercial, and industrial real estate. The Company owns approximately 23,000 acres of land on Maui and operates retail, utility operations, and a nature preserve at the Kapalua Resort. The Company's principal subsidiary is Kapalua Land Company, Ltd., the operator and developer of Kapalua Resort, a master-planned community in West Maui. Maui Land incurred a net loss of $4.60 million in 2012, as compared with net income of $5.07 million in 2011. The Company's balance sheet at March 31, 2013, showed $60.84 million in total assets, $96.68 million in total liabilities and a $35.84 million stockholders' deficiency. Deloitte & Touche LLP, in Honolulu, Hawaii, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2012, citing recurring negative cash flows from operations and deficiency in stockholders' equity which raise substantial doubt about the Company's ability to continue as a going concern. MAXCOM TELECOMUNICACIONES: Seeks to Employ Garden City Group ------------------------------------------------------------ BankruptcyData reported that Maxcom Telecomunicaciones filed with the U.S. Bankruptcy Court separate motions to retain Garden City Group (Contact: Emily S. Gottlieb) as (1) claims and noticing agent and (2) administrative agent at the following hourly rates: Vice president and above $295 Director and assistant vice president $200 to $295 Project manager and senior project manager $125 to $175 System, graphic support and technology staff $100 to $200 Project supervisor $95 to $110 Quality assurance staff $80 to $125 Project administrator $70 to $85 Administrative and claims control $45 to $55 About Maxcom Maxcom Telecomunicaciones, S.A.B. de C.V., headquartered in Mexico City, Mexico, is a facilities-based telecommunications provider using a "smart-build" approach to deliver last-mile connectivity to micro, small and medium-sized businesses and residential customers in the Mexican territory. Maxcom launched commercial operations in May 1999 and is currently offering local, long distance, data, value-added, paid TV and IP-based services on a full basis in greater metropolitan Mexico City, Puebla, Tehuacan, San Luis, and Queretaro, and on a selected basis in several cities in Mexico. In June 2013, Maxcom didn't make an $11 million interest payment on the notes. Maxcom sought bankruptcy protection (Bankr. D. Del. Case No. 13- bk-11839) in Wilmington, Delaware, on July 23, 2013. Maxcom listed $11.1 billion in assets and $402.3 million in debt. The company had assets valued at 4.98 billion pesos ($394 million) in the quarter ended March 31, according to an April 26 regulatory filing. The company reached a restructuring agreement with Ventura Capital, a group holding about $86 million, or 48.7 percent, of the senior notes and about 44 percent of its equity holders, court papers show. Ventura Capital Privado, S.A. de C.V., is represented in the case by G. Alexander Bongartz, Esq., Luc A. Despins, Esq., and Marc J. Carmel, Esq., at Paul Hastings LLP; and Morris Nichols Arsht & Tunnel LLP's Robert J. Dehney, Esq., and Daniel B. Butz, Esq. MAXCOM TELECOMUNICACIONES: Expects Ch. 11 Exit by Early Fall ------------------------------------------------------------ Maxcom Telecomunicaciones, S.A.B. de C.V., commenced voluntary prepackaged Chapter 11 cases in the U.S. Bankruptcy Court for the District of Delaware on July 23, 2013, to implement its previously announced recapitalization and debt restructuring. Under the Chapter 11 plan of reorganization, Maxcom will complete a comprehensive recapitalization and debt restructuring that is expected to significantly reduce Maxcom's debt service expense and position Maxcom for growth with a US$45 million capital infusion. As of the voting deadline of July 23, 2013, over 98 percent in amount and over 93 percent in number of the holders of 11 percent Senior Notes due 2014 that cast ballots voted to accept the Plan. These preliminary results exceeds the amount required for the court to approve the Plan, subject to final review and tabulation by GCG, Inc., Maxcom's proposed notice, claims, and balloting agent. The restructuring is not expected to adversely affect Maxcom's customers, employees, or vendors. Throughout the restructuring, Maxcom intends to continue business as usual. All telecommunications services will continue without change or interruption, and employees and vendors will be paid in the normal course of business. The Company expects to complete its restructuring, which is subject to U.S. Bankruptcy Court approval and the conditions set forth in the recapitalization agreement and the restructuring and support agreement, within approximately 60 days and anticipates emerging from Chapter 11 by early fall. Previously Announced Recapitalization and Debt Restructuring Maxcom, private equity firm Ventura Capital Privado, S.A. de C.V., an ad hoc group holding an aggregate amount of approximately US$86 million of Maxcom's Senior Notes, and certain of its current equity holders have reached agreement on the terms of the restructuring and support agreement, recapitalization agreement, and agreements to tender. Pursuant to the recapitalization agreement, Ventura and certain related parties have agreed to make a capital contribution of US$45 million dollars and conduct a tender offer to acquire for cash, at a price equal to Ps.$2.90 (two pesos and 90/100) per CPO, up to 100 percent of the issued and outstanding shares of Maxcom, subject to the terms of the recapitalization agreement. The Purchasers' obligation to consummate the tender offer and make the capital contribution is subject to a number of conditions, including: receiving legal and regulatory approvals from the Mexican Banking and Securities Commission (Comision Nacional Bancaria y de Valores), the Mexican Ministry of Communications and Transportation (Secretar�a de Comunicaciones y Transportes), and the Mexican Antitrust Commission (Comisi�n Federal de Competencia); the absence of certain material adverse effects; the entry of an acceptable bankruptcy court confirmation order consistent with the terms of the restructuring and support agreement and the recapitalization agreement; and such order becoming final. Pursuant to the terms of the Plan that have been agreed to by Maxcom, the Purchasers, and the Ad Hoc Group, all classes of creditors are unimpaired and will be paid in full under the Plan, except for the Senior Notes claims, which will receive (1) the step-up senior notes (which include the capitalized interest amount for unpaid interest accrued on the Senior Notes from (and including) April 15, 2013, through (and excluding) June 15, 2013, at the rate of 11 percent per annum), (2) cash in the amount of unpaid interest accrued on the Senior Notes (A) from (and including) Dec. 15, 2012, through (and excluding) April 15, 2013, at the rate of 11 percent per annum, and (B) from (and including) June 15, 2013, through (and excluding) the effective date of the Plan at the rate of 6 percent per annum, and (3) rights to purchase equity that is unsubscribed by the Company's current equity holders pursuant to the terms of the Plan. The step-up senior notes will: (a) be issued in an aggregate principal amount of US$200 million, minus the amount of Senior Notes held in treasury by the Company, plus the capitalized interest amount; (b) bear interest (i) from the date of issuance until June 14, 2016, at the annual rate of 6 percent per annum, (ii) from June 15, 2016, until June 14, 2018, at the annual rate of 7 percent per annum, and (iii) from June 15, 2018 until the maturity date, at the annual rate of 8% per annum; (c) have a maturity date of June 15, 2020; (d) be secured by the same collateral that currently secures the Senior Notes; and (e) be unconditionally guaranteed, jointly and severally and on a senior unsecured basis, by all of Maxcom's direct and indirect subsidiaries, excluding Fundacion Maxcom, A.C. As previously announced, the Company has engaged Lazard Freres & Co. LLC and its alliance partner Alfaro, D�vila y Rios, S.C. as its financial advisor and Kirkland & Ellis LLP and Santamarina y Steta, S.C. as its U.S. and Mexican legal advisors in connection with its restructuring proceedings and potential Chapter 11 case. The Ad Hoc Group has retained Cleary Gottlieb Steen & Hamilton LLP and Cervantes Sainz, S.C., as its U.S. and Mexican legal advisors. Ventura has retained VACE Partners as its financial advisor, and Paul Hastings LLP and Jones Day as its U.S. and Mexican legal advisors, respectively. About Maxcom Maxcom Telecomunicaciones, S.A.B. de C.V., headquartered in Mexico City, Mexico, is a facilities-based telecommunications provider using a "smart-build" approach to deliver last-mile connectivity to micro, small and medium-sized businesses and residential customers in the Mexican territory. Maxcom launched commercial operations in May 1999 and is currently offering local, long distance, data, value-added, paid TV and IP-based services on a full basis in greater metropolitan Mexico City, Puebla, Tehuacan, San Luis, and Queretaro, and on a selected basis in several cities in Mexico. In June 2013, Maxcom didn't make an $11 million interest payment on the notes. Maxcom sought bankruptcy protection (Bankr. D. Del. Case No. 13- bk-11839) in Wilmington, Delaware, on July 23, 2013. Maxcom listed $11.1 billion in assets and $402.3 million in debt. The company had assets valued at 4.98 billion pesos ($394 million) in the quarter ended March 31, according to an April 26 regulatory filing. The company reached a restructuring agreement with Ventura Capital, a group holding about $86 million, or 48.7 percent, of the senior notes and about 44 percent of its equity holders, court papers show. Ventura Capital Privado, S.A. de C.V., is represented in the case by G. Alexander Bongartz, Esq., Luc A. Despins, Esq., and Marc J. Carmel, Esq., at Paul Hastings LLP; and Morris Nichols Arsht & Tunnel LLP's Robert J. Dehney, Esq., and Daniel B. Butz, Esq. MCCLATCHY CO: Posts $11.7 Million Net Income in Second Quarter -------------------------------------------------------------- The McClatchy Company reported net income of $11.75 million on $308.78 million of revenues for the three months ended June 30, 2013, as compared with net income of $26.86 million on $320.12 million of revenue for the thre months ended June 24, 2012. For the six months ended June 30, 2013, the Company incurred a net loss of $989,000 on $603.89 million of revenues, as compared with net income of $24.77 million on $626.81 million of revenue for the six months ended June 24, 2012. Commenting on McClatchy's second quarter results, Pat Talamantes, McClatchy's president and CEO, said, "Total revenue trends this quarter improved compared to the same quarter last year and to the first quarter of this year. Total company revenues were down 3.5% this quarter compared to down 3.8% in the first quarter of 2013 and down 4.9% in the second quarter of 2012. Growth in circulation revenues stemming from our new digital subscription packages helped to offset a portion of the decline in advertising revenues." A copy of the press release is available for free at: http://is.gd/UB7p2U About The McClatchy Company Sacramento, Cal.-based The McClatchy Company (NYSE: MNI) -- http://www.mcclatchy.com/-- is the third largest newspaper company in the United States, publishing 30 daily newspapers, 43 non-dailies, and direct marketing and direct mail operations. McClatchy also operates leading local Web sites in each of its markets which extend its audience reach. The Web sites offer users comprehensive news and information, advertising, e-commerce and other services. Together with its newspapers and direct marketing products, these interactive operations make McClatchy the leading local media company in each of its premium high growth markets. McClatchy-owned newspapers include The Miami Herald, The Sacramento Bee, the Fort Worth Star-Telegram, The Kansas City Star, The Charlotte Observer, and The News & Observer (Raleigh). The McClatchy incurred a net loss of $144,000 in 2012, as compared with net income of $54.38 million in 2011. The Company's balance sheet at March 31, 2013, showed $2.84 billion in total assets, $2.81 billion in total liabilities, and $32.83 million in stockholders' equity. * * * McClatchy carries a 'Caa1' corporate family rating from Moody's Investors Service. In May 2011, Moody's changed the rating outlook from stable to positive following the company's announcement that it closed on the sale of land in Miami for $236 million. The outlook change reflects Moody's expectation that McClatchy will utilize the net proceeds to reduce debt, including its underfunded pension position, which will reduce leverage by approximately half a turn and lower required contributions to the pension plan over the next few years. McClatchy Co. carries a 'B-' Corporate Credit Rating from Standard & Poor's Ratings Services. MEDIA GENERAL: Board Adopts Amended 401(k) Plans ------------------------------------------------ The Board of Directors of Media General, Inc., adopted amendments, effective Jan. 1, 2014, to both the MG Advantage 401(k) Plan and the Supplemental 401(k) Plan, which effectively allows participating employees to receive a company match of up to 4 percent of their compensation as defined by the plans. Participants will receive a dollar-for-dollar matching contribution for the first 3 percent of compensation contributed and 50 cents on the dollar at the 4 percent and 5 percent levels. Supplemental 401(k) Plan participants are permitted to contribute up to a maximum of 50 percent of their annual base salary in any plan year. On July 19, 2013, the Board of Directors also resolved to terminate the Company's Executive Health Program effective Oct. 1, 2013. About Media General Richmond, Virginia-based Media General Inc. (NYSE: MEG) -- http://www.mediageneral.com/-- is an independent communications company with interests in newspapers, television stations and interactive media in the United States. The Company incurred a net loss of $193.41 million in for the year ended Dec. 31, 2012, a net loss of $74.32 million for the year ended Dec. 25, 2011, and a net loss of $22.63 million for the fiscal year ended Dec. 26, 2010. The Company's balance sheet at March 31, 2013, showed $734.70 million in total assets, $926.43 million in total liabilities, and a $191.73 million total stockholders' deficit. * * * As reported by the Troubled Company Report on July 10, 2013, Moody's Investors Service upgraded Media General, Inc.'s Corporate Family Rating to B1 from Caa1 reflecting the marked improvement in credit metrics pro forma for the pending stock merger with New Young Broadcasting Holding Co., Inc. In the July 12, 2013, edition of the TCR, Standard & Poor's Ratings Services raised its corporate credit rating on Richmond, Va.-based local TV broadcaster Media General Inc. to 'B+' from 'B'. "The rating action reflects the improvement in discretionary cash flow from the refinancing and our expectation that trailing- eight-quarter leverage will remain at 6x or below over the intermediate term," said Standard & Poor's credit analyst Daniel Haines. MF GLOBAL: Seeks Approval of Settlement with JPMorgan Chase ----------------------------------------------------------- BankruptcyData reported that MF Global Holdings filed with the U.S. Bankruptcy Court a motion for entry on order approving a settlement agreement between the plan administrator and JPMorgan Chase Bank. The motion explains, "The Settlement Agreement is the result of extensive discussions and negotiations, as well as extensive exchange of information and due diligence, and represents a comprehensive settlement of the Debtors' potential claims against JPMorgan. Settling the Debtors' potential claims against JPMorgan through the Settlement Agreement allows the Plan Administrator to avoid the expense, delay and inherent risk of complex litigation, while increasing recoveries for the Debtors' creditors. The Plan Administrator, on behalf of the Debtors, believes that the Settlement is within the bounds of reasonableness and is in the best interests of the Debtors' estates." According to the report, under the settlement, JPMorgan shall pay to the plan administrator a portion of JPMorgan Chase Bank's recoveries on the allowed general creditor claim according to the following schedule: cumulative amount recovered by JPMorgan Chase Bank on allowed general creditor claim between $0 to $10 million, $10 million to $20 million, $20 million to $30 million, $30 million to $50 million and $50 million and above. The related percentage of cumulative amount recovered to be paid by JP Morgan Chase Bank to Holdings Ltd. is 10%, 15%, 25%, 75% and 100% respectively, the report said. In exchange, the Debtors will release, waive and discharge any and all claims against JPMorgan Chase Bank, except claims relating to any conduct or transactions occurring after the execution of the settlement agreement. 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. MORGAN DREXEN: Says Colorado Judgment Supports CFPB Lawsuit ----------------------------------------------------------- A federal lawsuit filed last week against the Consumer Financial Protection Bureau accuses the agency, among other things, of attempting to data mine the information of thousands of American consumers and their private communications with their attorneys through unconstitutional measures. As reported in the Troubled Company Reporter on July 23, 2013, Morgan Drexen accuses the CFPB of overstepping its bounds by attempting to violate the attorney-client privilege by demanding, through coercive tactics, the non-public information of citizens considering bankruptcy. Kimberly Pisinski, Esq., an attorney licensed in Connecticut, filed the suit, saying her clients had engaged legal representation and counsel and, therefore, had a "reasonable expectation that their personal, confidential financial information would remain private." Co-plaintiff Morgan Drexen, which provides back-office support services to Pisinski's law practice, has faced a similar battle regarding the nature of the services in Colorado. While 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 and Wisconsin bank regulators call Morgan Drexen a debt settlement agency that's violated the law. State Court Litigation "This exact same type of case has already been argued and won," said Morgan Drexen CEO Walter Ledda, pointing to a judgment -- see http://is.gd/95Rgrj-- entered in Moore, et al. et al. v. Suthers, et al., Case No. 2011CV7027 (Denver Dist. Ct.), that the company says challenged similar data mining attempts and unconstitutional regulation of attorneys in that state. "We believe the Colorado ruling best underscores our position that regulatory agencies, including the CFPB, are reaching beyond their legal grasp in their efforts to data mine and regulate the actions of lawyers and their support staff," Mr. Ledda said. The plaintiffs asserted in the Colorado proceeding that the AG's and the Administrator's attempt to regulate attorneys legally practicing law within the State of Colorado, as well as the attorney's support staff (Morgan Drexen), was an unconstitutional violation of the judiciary's exclusive power to regulate the practice of law under the separation of powers doctrine. Jeffrey Katz, Morgan Drexen General Counsel, says the outsourcing of administrative services to small law firms is an important function allowing lawyers to better serve their clients. The ultimate victory in these cases is the individual's right to hire an attorney of their choosing with the full expectation that their private and confidential communications will remain secure and confidential from government intrusion, Mr. Katz says. 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. Morgan Drexen also did battle with the State of New Hampshire -- see http://is.gd/5vSaVy-- earlier this year, and prevailed. Morgan Drexen's Borrowing Costs Soar A copy of the Complaint in Pisinski v. Consumer Financial Protection Bureau, Case No. 13-cv-01112 (D.C.), is available at http://bankrupt.com/misc/13-cv-01112-001.pdfat no charge. In that Complaint, Morgan Drexen 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 its 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. About Morgan Drexen Morgan Drexen -- http://www.morgandrexen.com-- provides businesses across the United States, including law firms that practice bankruptcy, with outsourced professional services. These services are designed to reduce costs and make legal representation affordable for consumers, especially those in serious financial trouble. Morgan Drexen offers attorneys automated platforms for complex document management, client databases, paralegal and paraprofessional services, call centers, client screening, and marketing. MPG OFFICE: Brookfield Extends Tender Offer Until Aug. 2 -------------------------------------------------------- Brookfield Office Properties Inc. said that DTLA Fund Holding Co., a direct wholly owned subsidiary of the DTLA Fund, is extending its previously announced cash tender offer to purchase all outstanding shares of preferred stock of MPG Office Trust, Inc., (MPG: NYSE) until 12:00 midnight, New York City time, at the end of Friday, Aug. 2, 2013. BPO previously announced its intention to acquire MPG pursuant to a merger agreement, dated as of April 24, 2013, by and among Brookfield DTLA Holdings LLC, a newly formed fund controlled by BPO (the DTLA Fund), Brookfield DTLA Fund Office Trust Investor Inc., Brookfield DTLA Fund Office Trust Inc., Brookfield DTLA Fund Properties LLC, MPG and MPG Office, L.P. Upon the closing of the tender offer, preferred stockholders of MPG will receive $25.00 in cash for each share of MPG preferred stock validly tendered and not validly withdrawn in the offer, without interest and less any required withholding taxes. Shares of MPG preferred stock that are tendered and accepted for payment in the tender offer will not receive any accrued and unpaid dividends on those shares. The tender offer had been previously set to expire at 12:00 midnight, New York City time, at the end of Wednesday, July 24, 2013. Except for the extension of the expiration date, all other terms and conditions of the tender offer remain unchanged. The Depositary and Paying Agent for the tender offer is American Stock Transfer & Trust Company, LLC, 6201 15th Avenue, Brooklyn, New York 11219. The Information Agent for the tender offer is MacKenzie Partners, Inc., 105 Madison Avenue, New York, New York 10016. The tender offer materials may be obtained at no charge by directing a request by mail to MacKenzie Partners, Inc. or by calling (800) 322-2885. Fried, Frank, Harris, Shriver & Jacobson LLP is acting as legal advisor to BPO. Based on information received from the Depositary, as of July 23, 2013, approximately 190,225 shares of MPG preferred stock had been tendered and not withdrawn from the offer. Stockholders who have already tendered their shares do not have to re-tender their shares or take any other action as a result of the extension of the expiration date. A copy of the amended Schedule TO is available for free at: http://is.gd/jJZbOq About MPG Office Trust MPG Office Trust, Inc., fka Maguire Properties Inc. -- http://www.mpgoffice.com/-- owns and operates Class A office properties in the Los Angeles central business district and is primarily focused on owning and operating high-quality office properties in the Southern California market. MPG Office Trust is a full-service real estate company with substantial in-house expertise and resources in property management, marketing, leasing, acquisitions, development and financing. For the year ended Dec. 31, 2012, the Company reported net income of $396.11 million, as compared with net income of $98.22 million on $234.96 million of total revenue during the prior year. The Company's balance sheet at March 31, 2013, showed $1.45 billion in total assets, $1.98 billion in total liabilities, and a $530.56 million total deficit. In its Form 10-K filing with the Securities and Exchange Commission for the fiscal year ended Dec. 31, 2012, the Company said it is working to address challenges to its liquidity position, particularly debt maturities, leasing costs and capital expenditures. The Company said, "We do not currently have committed sources of cash adequate to fund all of our potential needs, including our 2013 debt maturities. If we are unable to raise additional capital or sell assets, we may face challenges in repaying, extending or refinancing our existing debt on favorable terms or at all, and we may be forced to give back assets to the relevant mortgage lenders. While we believe that access to future sources of significant cash will be challenging, we believe that we will have access to some of the liquidity sources identified above and that those sources will be sufficient to meet our near- term liquidity needs." On March 11, 2013, the Company entered into an agreement to sell US Bank Tower and the Westlawn off-site parking garage. The transaction is expected to close June 28, 2013, subject to customary closing conditions. The net proceeds from the transaction are expected to be roughly $103 million, a portion of which may potentially be used to make loan re-balancing payments on the Company's upcoming 2013 debt maturities at KPMG Tower and 777 Tower. Roughly $898 million of the company's debt matures in 2013. "Our ability to access the capital markets to raise capital is highly uncertain. Our substantial indebtedness may prevent us from being able to raise debt financing on acceptable terms or at all. We believe we are unlikely to be able to raise equity capital in the capital markets," the Company said. "Future sources of significant cash are essential to our liquidity and financial position, and if we are unable to generate adequate cash from these sources we will have liquidity-related problems and will be exposed to material risks. In addition, our inability to secure adequate sources of liquidity could lead to our eventual insolvency." NATIONAL ENVELOPE: Schedules Deadline Moved to Aug. 9 ----------------------------------------------------- The U.S. Bankruptcy Court for the District of Delaware extended the time within which NE OPCO, Inc., et al., must file their schedules of assets and liabilities, schedule of income and expenditures, schedule of executory contracts and unexpired leases, and statement of financial affairs, to and including Aug. 9, 2012. About National Envelope National Envelope is the largest privately-help manufacturer of envelopes in North America. Headquartered in Frisco, Texas, National Envelope has eight plants and 15 percent of the envelope market. Revenue of $427 million in 2012 resulted in a $60.1 million net loss, continuing an unbroken string of losses since 2007. NE OPCO, Inc., doing business as National Envelope, along with affiliate NEV Credit Holdings, Inc., filed petitions seeking relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No. 13-11483) on June 10, 2013. The company disclosed liabilities including $148.4 million in secured debt, with $37.5 million owing on a revolving credit and $15.6 million on a secured term loan. There is a $55.7 million second-lien debt 82 percent held by a Gores Group LLC affiliate. National Envelope, then known as NEC Holdings Corp., first sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 10-11890) on June 10, 2010. The business was bought by Gores Group LLC for $208 million in a bankruptcy sale. National Envelope, through NE OPCO, has returned to bankruptcy to pursue a plan of reorganization or sell the assets as a going concern via 11 U.S.C. Sec. 363. The Debtor plans to facilitate a sale of the business with publicly traded competitor Cenveo Inc. In the new Chapter 11 case, the company has tapped the law firm Richards, Layton & Finger as counsel, PricewaterhouseCoopers LLP as financial adviser, and Epiq Bankruptcy Solutions as claims and notice agent. The Gores Group is represented by Weil, Gotshal and Manges LLP and Lowenstein Landler LLP. Salus Capital Partners, the DIP agent, is represented by Choate, Hall & Stewart LLP and Morris Nichols Arsht & Tunnell LLP. Wells Fargo Capital Finance, LLC, the prepetition senior agent, is represented by Goldberg Kohn Ltd and DLA Piper. NATIONAL ENVELOPE: Can Employ Richards Layton as Counsel -------------------------------------------------------- The U.S. Bankruptcy Court for the District of Delaware authorized NE OPCO, Inc., et al., to employ Richards, Layton & Finger, P.A., as counsel to the Debtors, nunc pro tunc to the Petition Date. As reported in the TCR on June 21, 2013, The principal professionals and paraprofessionals designated to represent the Debtors and their current standard hourly rates are: Professional Hourly Rate ------------ ----------- Mark D. Collins $775 John H. Knight $675 Paul N. Heath $600 Michael J. Merchant $600 Robert C. Maddox $375 Tyler D. Semmelman $375 William A. Romanowicz $250 Rebecca Speaker $215 Prior to the Petition Date, the Debtors paid Richards Layton a total retainer of $450,000. About National Envelope National Envelope is the largest privately-help manufacturer of envelopes in North America. Headquartered in Frisco, Texas, National Envelope has eight plants and 15 percent of the envelope market. Revenue of $427 million in 2012 resulted in a $60.1 million net loss, continuing an unbroken string of losses since 2007. NE OPCO, Inc., doing business as National Envelope, along with affiliate NEV Credit Holdings, Inc., filed petitions seeking relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No. 13-11483) on June 10, 2013. The company disclosed liabilities including $148.4 million in secured debt, with $37.5 million owing on a revolving credit and $15.6 million on a secured term loan. There is a $55.7 million second-lien debt 82 percent held by a Gores Group LLC affiliate. National Envelope, then known as NEC Holdings Corp., first sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 10-11890) on June 10, 2010. The business was bought by Gores Group LLC for $208 million in a bankruptcy sale. National Envelope, through NE OPCO, has returned to bankruptcy to pursue a plan of reorganization or sell the assets as a going concern via 11 U.S.C. Sec. 363. The Debtor plans to facilitate a sale of the business with publicly traded competitor Cenveo Inc. In the new Chapter 11 case, the company has tapped the law firm Richards, Layton & Finger as counsel, PricewaterhouseCoopers LLP as financial adviser, and Epiq Bankruptcy Solutions as claims and notice agent. The Gores Group is represented by Weil, Gotshal and Manges LLP and Lowenstein Landler LLP. Salus Capital Partners, the DIP agent, is represented by Choate, Hall & Stewart LLP and Morris Nichols Arsht & Tunnell LLP. Wells Fargo Capital Finance, LLC, the prepetition senior agent, is represented by Goldberg Kohn Ltd and DLA Piper. NATIONAL ENVELOPE: Can Employ PwC LLP as Financial Advisor ---------------------------------------------------------- The U.S. Bankruptcy Court for the District of Delaware authorized NE OPCO, Inc., et al., to employ PricewaterhouseCoopers LLP as financial advisor to the Debtors, nunc pro tunc to the Petition Date. As reported in the TCR on June 21, 2013, PwC will assist the Debtors in discussions with various creditors, lenders and investors, as the case may be, and will assist in the continued marketing and sale of the Debtors' assets. As compensation for its financial advisory services, PwC will receive: * payment of fees and expenses based upon these hourly rates: Professional Level Range ------------------ ----- Partners/Principal $700 to $800 Director/ Senior Manager $500 to $600 Manager $400 to $500 Senior Associate $300 to $400 Associate $200 to $300 Para-professional Staff $110 to $150 * reimbursement for reasonable out-of-pocket expenses. Prepetition, PwC received payment of $400,000 for fees and expenses incurred or expected to be incurred. PwC anticipates that $5,000 to $10,000 was unpaid but the firm will waive any rights of collection against these services. PwC will also waive a $30,000 claim for prepetition auditing services. About National Envelope National Envelope is the largest privately-help manufacturer of envelopes in North America. Headquartered in Frisco, Texas, National Envelope has eight plants and 15 percent of the envelope market. Revenue of $427 million in 2012 resulted in a $60.1 million net loss, continuing an unbroken string of losses since 2007. NE OPCO, Inc., doing business as National Envelope, along with affiliate NEV Credit Holdings, Inc., filed petitions seeking relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No. 13-11483) on June 10, 2013. The company disclosed liabilities including $148.4 million in secured debt, with $37.5 million owing on a revolving credit and $15.6 million on a secured term loan. There is a $55.7 million second-lien debt 82 percent held by a Gores Group LLC affiliate. National Envelope, then known as NEC Holdings Corp., first sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 10-11890) on June 10, 2010. The business was bought by Gores Group LLC for $208 million in a bankruptcy sale. National Envelope, through NE OPCO, has returned to bankruptcy to pursue a plan of reorganization or sell the assets as a going concern via 11 U.S.C. Sec. 363. The Debtor plans to facilitate a sale of the business with publicly traded competitor Cenveo Inc. In the new Chapter 11 case, the company has tapped the law firm Richards, Layton & Finger as counsel, PricewaterhouseCoopers LLP as financial adviser, and Epiq Bankruptcy Solutions as claims and notice agent. The Gores Group is represented by Weil, Gotshal and Manges LLP and Lowenstein Landler LLP. Salus Capital Partners, the DIP agent, is represented by Choate, Hall & Stewart LLP and Morris Nichols Arsht & Tunnell LLP. Wells Fargo Capital Finance, LLC, the prepetition senior agent, is represented by Goldberg Kohn Ltd and DLA Piper. NEOMEDIA TECHNOLOGIES: COO's Employment to End July 31 ------------------------------------------------------ George O'Leary will complete his appointment as chief operating officer of NeoMedia Technologies, Inc., effective July 31, 2013. Mr. O'Leary will remain on the Company's Board of Directors (initially appointed in February 2007) and as the Chairman of the Board's Audit Committee. Mr. O'Leary has served with distinction as the Company's cOOhief Operating Officer since Oct. 19, 2010, during a period marked by significant growth in mobile barcode technology and an uncertain economic environment completing many valuable assignments in the COO role. He is currently president of SKS Consulting of South Florida Corporation. About NeoMedia Technologies Atlanta, Ga.-based NeoMedia Technologies provides mobile barcode scanning solutions. The Company's technology allows mobile devices with cameras to read 1D and 2D barcodes and provide "one click" access to mobile content. The Company reported a net loss of $849,000 in 2011, compared with net income of $35.09 million in 2010. The Company's balance sheet at March 31, 2013, showed $5.23 million in total assets, $62.51 million in total liabilities, all current, $5.18 million in convertible preferred stock and a $62.46 million total shareholders' deficit. After auditing the 2011 results, Kingery & Crouse, P.A, in Tampa, FL, expressed substantial doubt about the Company's ability to continue as a going concern. The independent auditors noted that the Company has suffered recurring losses from operations and has ongoing requirements for additional capital investment. NEW ENERGY: Gets OK to Use DOE's Cash Collateral Until Aug. 18 -------------------------------------------------------------- The Hon. Harry C. Dees, Jr. of the U.S. Bankruptcy Court for the Northern District of Indiana signed off on an agreed order granting New Energy Corp.'s fifth motion for authority to use cash collateral. Secured lender United States Department of Energy DOE has consented to the use of cash collateral to pay expenses of the Chapter 11 case until Aug. 18, 2013. As adequate protection from any diminution in value of the lender's collateral, the Debtor will grant DOE replacement liens on all properties, and a superpriority administrative expense claims status, subject to carve out on certain expenses. As reported by the Troubled Company Reporter on March 22, 2013, the Debtor became indebted to the U.S. Department of Energy upon the Debtor's acquisition of its business from an entity that had defaulted on a loan guaranteed by DOE under the Alcohol Fuels Program. As of the Petition Date, the Debtor's total obligations to DOE totaled $33,349,500. The Debtor is also indebted to LF Financial, LLC, pursuant to certain various credit facilities in the aggregate amount of $7,097,000 as of the Petition Date. The debt owed to both DOE and LF Financial is secured by valid, enforceable, properly perfected and non-avoidable liens and security interests in all of the Debtor's property. DOE has first priority liens of up to $2.6 million in collateral, and the remainder of the DOE's liens is equal in priority with those of LF Financial. About New Energy Corp. New Energy Corp. filed a Chapter 11 petition (Bankr. N.D. Ind. Case No. 12-33866) in South Bend, Indiana, on Nov. 9, 2012. The Debtor's ethanol facility is the first large-scale Greenfield ethanol plant constructed in the U.S. and is capable of producing 100 million gallons of ethanol per year. The Debtors has operated continuously, without interruption since 1984. The Debtor's operations generated over $280 million in revenue in 2011. At historical production rates, the Company employs 85 to 90 people to run operations, power the plant and to administer the business operations of the Debtor. Jeffrey J. Graham, Esq., at Taft Stettinius & Hollister LLP, in Indianapolis, serves as counsel. The Debtor estimated assets of at least $10 million and liabilities of at least $50 million. New Energy and its Official Committee of Unsecured Creditors have filed a Plan of Liquidation for the Debtor. The Plan is dated June 6, 2013. According to the Disclosure Statement, the Plan will be funded through the collection and liquidation of the remaining assets of the Debtor into cash. The Plan also creates a Liquidating Trust. The Debtor's estate will contribute the remaining assets to the Liquidating Trust for the benefit of creditors of the Debtor. The Plan also incorporates a settlement which resulted from negotiations between and among the Debtor and certain key creditor constituents in the case, including the Committee and the Debtor's prepetition senior lender, the U.S. Department of Energy. Under the terms of the Plan Settlement, the Prepetition Senior Lender and the Prepetition Junior Lenders will provide cash, in an amount not to exceed $75,000, to fund the Liquidating Trust and the Prepetition Junior Lenders will reduce their pro rata share of the proceeds of the remaining assets. A copy of the Disclosure Statement is available for free at http://bankrupt.com/misc/NEW_ENERGY_ds.pdf NEW ENGLAND COMPOUNDING: Insolvency Ruling to Pave Way for Suits ---------------------------------------------------------------- Ama Sarfo of BankruptcyLaw360 reported that a Massachusetts bankruptcy judge issued a key ruling that the New England Compounding Center, which was behind a nationwide meningitis outbreak, was insolvent when it filed for Chapter 11 bankruptcy, a decision that will enable liability and wrongful death suits against third parties. According to the report, on July 17, a committee representing outbreak victims urged the court to declare NECC insolvent, as, under several state laws, the company must receive the declaration before victims can pursue claims against health care providers and others who distributed the tainted products in individual suits or a currently pending multidistrict litigation. 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. NEW MEATCO: ML's Bid to Reconsider Lease Rejection Order Denied --------------------------------------------------------------- Bankruptcy Judge Peter H. Carroll denied ML Long Beach, LLC's Motion to Reconsider a June 2013 lease rejection order for a certain commercial property located at 2652 Long Beach Avenue, Los Angeles, California. ML was the lessor and New Meatco Provisions, LLC was the lessee of the Long Beach Avenue premises. In a July 16, 2013 decision available at http://is.gd/c79WASfrom Leagle.com, Judge Carroll held that the Bankruptcy Court applied the correct legal standard in determining that New Meatco's unexpired lease of the Premises from ML could be rejected retroactively to May 10, 2013. Because ML has failed to establish that the Court either committed clear error or abused its discretion in authorizing rejection of ML's lease retroactive to May 10, 2013, reconsideration of the Rejection Order is denied, the judge said. New Meatco Provisions, LLC filed for bankruptcy on May 8, 2013 (Bankr. C.D. Calif, Case No. 13-22155). The Company listed $1 million to $10 million in assets and $10 million to $50 million in liabilities. Arent Fox LLP represents the Debtor. NNN CYPRESSWOOD: Has Until Aug. 28 to File Chapter 11 Plan ---------------------------------------------------------- The Hon. Eugene R. Wedoff of the U.S. Bankruptcy Court for the Northern District of Illinois extended until Aug. 28, 2013, NNN Cypresswood Drive 25, LLC's exclusive right to file a plan of reorganization. The Debtor has already filed a Plan and Disclosure Statement in the case. The Debtor notes that its ability to confirm the currently filed Plan is dependent upon the District Court's ruling in an appeal. The Debtor is awaiting a decision from the District Court on the appeal on the foreclosure of WBCMT on the non-Debtor TICs' interests in the property. Plan Outline Hearing Continued Until Aug. 28 Judge Wedoff also has continued until Aug. 28, 2013, at 10 a.m., the hearing to consider adequacy of information in the Disclosure Statement explaining NNN Cypresswood's proposed Chapter 11 Plan. As reported by the Troubled Company Reporter on May 6, 2013, the hearing was previously set for May 22 at 10:30 a.m. The TCR reported on March 28, 2013, that the Plan provides for the "roll- up" of the tenant-in-common interests of 33 single purpose limited liability companies, including the Debtor, in improved real property located in Houston, Texas, into membership interests in a single limited liability company. Under the Plan, administrative expense claims will be paid in full. General unsecured claims of $8,306 will be paid 50% within six months of the plan effective date and the other 50% within 12 months of the Effective Date. A copy of the Disclosure Statement is available for free at: http://bankrupt.com/misc/NNN_CYPRESSWOOD_ds.pdf Welch Exits Meanwhile, the Bankruptcy Court has authorized Brian P. Welch, Esq., at Crane, Heynan, Simon, Welch & Clar to withdraw as counsel to NNN Cypresswood Drive 25, LLC. He was previously at Arnstein & Lehr. As reported by the Troubled Company Reporter on June 28, 2013, Mr. Welch said he has left Arnstein and that his former colleagues at Arnstein will continue to represent the Debtor. About NNN Cypresswood Drive NNN Cypresswood Drive 25, LLC, filed a Chapter 11 petition (Bankr. N.D. Ill. Case No. 12-50952) on Dec. 31, 2012, in Chicago. The Debtor, a Single Asset Real Estate as defined in 11 U.S.C. Sec. 101(51B), has principal assets located at 9720 & 9730 Cypresswood Drive, in Houston, Texas. The Debtor valued its assets and liabilities at less than $50 million. In its schedules, the Debtor disclosed assets of Unknown amount and $35,181,271 in liabilities as of the Chapter 11 filing. Attorneys at Arnstein & Lehr LLP, in Chicago, represent the Debtor as counsel. Mubeen M. Aliniazee and Highpoint Management Solutions, LLC, serve as the Debtor's financial consultant NNN CYPRESSWOOD: Status/Ruling on Case Dismissal Set for Aug. 21 ---------------------------------------------------------------- The Hon. Eugene R. Wedoff of the U.S. Bankruptcy Court for the Northern District of Illinois will convene a status hearing on Aug. 21, 2013, at 10 a.m., to consider a briefing schedule for the motion for relief from stay, and motion to dismiss the Chapter 11 case of NNN Cypresswood Drive 25, LLC. Objections, if any, are due July 24, and reply to objections are due Aug. 7. Secured creditor WBCMT 2007-C33 OFFICE 9729 LLC requested relief from the automatic stay against the Debtor, or, in the alternative, dismissal of the Chapter 11 case as a bad faith filing. According to WBCMT, by and though its counsel Jill L. Nicholson, Esq., at Foley & Lardner LLP, among other things, the Debtor's strategy has failed, on May 7, 2013, WBCMT successfully credit bid its debt and foreclosed on the interests of 32 other non-debtor TIC owners, and the Debtor's schedules already establish that it is unable to redeem the property. About NNN Cypresswood Drive NNN Cypresswood Drive 25, LLC, filed a Chapter 11 petition (Bankr. N.D. Ill. Case No. 12-50952) on Dec. 31, 2012, in Chicago. The Debtor, a Single Asset Real Estate as defined in 11 U.S.C. Sec. 101(51B), has principal assets located at 9720 & 9730 Cypresswood Drive, in Houston, Texas. The Debtor valued its assets and liabilities at less than $50 million. In its schedules, the Debtor disclosed assets of Unknown amount and $35,181,271 in liabilities as of the Chapter 11 filing. Attorneys at Arnstein & Lehr LLP, in Chicago, represent the Debtor as counsel. Mubeen M. Aliniazee and Highpoint Management Solutions, LLC, serve as the Debtor's financial consultant. NORD RESOURCES: Issues $222,000 Convertible Notes ------------------------------------------------- Nord Resources Corporation issued convertible promissory notes in the aggregate principal amount of $222,099 consisting of: (a) Two convertible promissory notes that were issued to two existing creditors of the Company, to evidence the Company's promise to repay to the 20 percent Noteholders an aggregate of $57,252, together with interest at a rate of 20 percent per annum on the unpaid balance of the principal; (b) a convertible promissory note that was issued to Ronald Hirsch, the Chair of the Company's Board of Directors, to evidence the Company's promise to repay Mr. Hirsch the sum of $89,580, together with interest at a rate of 10 percent per annum on the unpaid balance of the principal; and (c) a convertible promissory note that was issued to Stephen Seymour, a member of the Company's Board of Directors, to evidence the Company's promise to repay Mr. Seymour the sum of $75,267, together with interest at a rate of 10 percent per annum on the unpaid balance of the principal. Each of the 20 percent Notes will become due and payable on the earlier of Jan. 14, 2014, and the closing of a financing transaction by the Company for gross proceeds in excess of US$20,000,000. Each of the 10 percent Notes will become due and payable on the earlier of July 18, 2016, and the closing of a financing transaction by the Company for gross proceeds in excess of US$20,000,000. The 20 percent Notes and the 10 percent Notes may be prepaid at any time without penalty. The principal amount of $28,626 advanced under each 20 percent Note was applied to pay in full the outstanding principal amount and accrued interest under an existing convertible promissory note issued by the Company to each 20 percent Noteholder on July 30, 2012, in the principal amount of $25,000 and bearing interest at the rate of 15 percent per annum. A copy of the Form 8-K is available for free at: http://is.gd/yV5Rea About Nord Resources Based in Tuczon, Arizona, Nord Resources Corporation (TSX:NRD/OTCBB:NRDS.OB) -- http://www.nordresources.com/-- is a copper mining company whose primary asset is the Johnson Camp Mine, located approximately 65 miles east of Tucson, Arizona. Nord commenced mining new ore in February 2009. On June 2, 2010, Nord Resources appointed FTI Consulting to advise on refinancing structures and strategic alternatives. Nord Resources disclosed a net loss of $10.25 million on $8.14 million of net sales for the year ended Dec. 31, 2012, as compared with a net loss of $10.31 million on $14.48 million of net sales in 2011. The Company's balance sheet at March 31, 2013, showed $50.09 million in total assets, $70.20 million in total liabilities and a $20.10 million total stockholders' deficit. "The results for 2012 continued to reflect the effects of the measures that Nord implemented beginning in July 2010 to reduce our costs, maximize cash flow, and improve operating efficiencies," said Wayne Morrison, chief executive and chief financial officer. Mayer Hoffman McCann P.C., in Denver, Colorado, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2012. The independent auditors noted that the Company reported net losses of ($10,254,344) and ($10,316,294) during the years ended Dec. 31, 2012, and 2011, respectively. In addition, as of Dec. 31, 2012 and 2011, the Company reported a deficit in net working capital of ($57,999,677) and ($51,783,180), respectively. The Company's significant historical operating losses, lack of liquidity, and inability to make the requisite principal and interest payments due under the terms of the Amended and Restated Credit Agreement with its senior lender raise substantial doubt about its ability to continue as a going concern. Bankruptcy Warning "The Company's continuation as a going concern is dependent upon its ability to refinance the obligations under the Credit Agreement with Nedbank, the Copper Hedge Agreement with Nedbank Capital, and the note payable with Fisher, thereby curing the current state of default under the respective agreements. Any actions by Nedbank, Nedbank Capital or Fisher Industries to enforce their respective rights could force us into bankruptcy or liquidation." NORSE ENERGY: Gets Nod on Plan to Sell NY Drilling Rights --------------------------------------------------------- Matt Chiappardi of BankruptcyLaw360 reported that a New York bankruptcy judge indicated that he would approve oil and gas producer Norse Energy Corp. USA's plan to sell some of its drilling rights to 130,000 acres of land in the state, as the company continues to wait through a state moratorium on hydraulic fracking. According to the report, Norse Energy hopes to sell enough of its 1,400 land-based assets -- about 1,100 in Central New York and approximately 300 in the western part of the state -- to pay off a $3.8 million post-petition loan. About Norse Energy Norse Energy Corp. ASA's U.S. subsidiary holding company, Norse Energy Holdings, Inc., filed a voluntary petition for Chapter 11 bankruptcy protection (Bankr. W.D.N.Y. Case No. 12-13695) on Dec. 7, 2012, estimating less than $50,000 in assets and less than $100,000 in liabilities. The Debtor is represented by Janet G. Burhyte, Esq., at Gross, Shuman, Brizdle & Gilfillan, P.C., in Buffalo, New York. Judge Carl L. Bucki presides over the case. The Company has a significant land position of 130,000 net acres in New York State with certified 2C contingent resources of 951 MMBOE as of June 30, 2012. NORTHCORE TECHNOLOGIES: Updates Info. Circular for Annual Meeting ----------------------------------------------------------------- Northcore Technologies Inc. provided additional disclosure to the Management Information Circular dated June 18, 2013, for the annual and special meeting of shareholders held July 23, 2013. This update is at the request of the Ontario Securities Commission upon review of the Circular relative to Continuous Disclosure Obligations and Protection of Minority Security Holders in Special Transactions. Particulars of Matters to be Acted Upon The Asset Purchase Transaction: Title to the renewable-diesel intellectual property being purchased from Cielo Gold Corp. in the proposed Asset Purchase Transaction, was bound by a new interim agreement dated June 12, 2013, between Cielo and Blue Horizon Industries Inc. at point of issuing Northcore's Circular; completion of the purchase by Cielo of the Assets is effective on July 22, 2013, and confirmation of title transfer for the Assets will be provided to Northcore during completion of due diligence prior to closing the Asset Purchase Transaction. Cielo's title to the demonstration plant has been transferred from Blue Horizon as of July 22, 2013. The purchase price for the Assets of up to $3,500,000 used a 5 day trailing average of Northcore's share price of $0.013 per share, times the proposed number of shares issued for a 48 percent equity ownership position in Northcore. The valuation was determined to be reasonable now that the technology has achieved the important milestone of evidencing a successful field test in the production of high quality renewable diesel fuel in its demonstration plant. The approach to valuation in negotiations was a view of the potential revenue stream from commercializing the Bio-Diesel intellectual property and that the board of directors view the return potential and the net present value for the first cluster of 6 refineries, as a well negotiated purchase price by Northcore, a price that is below what could be viewed as fair value and below the total amount that has been invested in creating the IP life- to-date. This approach to valuation, supports management's belief in venture level return potential for the negotiated purchase price. The Assets are comprised of intellectual property that enable the scaled production of high margin modular renewable- diesel refineries, as well as the field demonstration plant that has a current book value of $286,003. Don Allan's role as CEO and on Boards of Directors within the Blue Horizon Group of Companies and Cielo Gold Corp, the entities involved with the Asset Purchase Transaction, are disclosed on page 5 of the Circular. Related Party Disclosure: Rule 61-501 referenced in the Circular was replaced with Rule 61-101 and as the "related party transaction" contextual review of the Asset Purchase Transaction, Northcore maintains its confirmation that "at the time the transaction was agreed to, there was no prior involvement between the parties". Although Don Allan has ownership position in Blue Horizon and Cielo but it does not have a conflict of interest in the transaction as he did not have ownership interests in the assets or securities of Northcore. Further, as a result of the proposed transaction, there is no change in control of the Board of Directors, less than 50 percent of the equity base of Northcore would be affected by the transaction, and Don Allan will remain at arms-length to the Asset Purchase Transaction by having no involvement in the transaction on behalf of Northcore. Don Allan was announced as CEO of Northcore on June 10, 2013, after the Asset Purchase Transaction was agreed to, in order to begin implementation of the strategic relationship between Northcore and Cielo. Don Allan fills the CEO vacancy at Northcore over the past 8 months, temporarily fulfilled by Interim CEO, James Moskos. Continuation of Don Allan in the role of CEO at Northcore will be contingent upon closing the proposed Asset Purchase Transaction. Election of Directors: Don Allan has been removed from the nominated directors of Northcore, due to an omission of Continuous Disclosure Obligations in the Circular related to the Blue Horizon Industries Inc. cease trade order issued by the Alberta Securities Commission and the British Columbia Securities Commission on March 6, 2012, and Aug. 9, 2012 respectively, while Don Allan was acting as a director and CEO of Blue Horizon. OSC (NI 51-102) requires the disclosure of certain matters if a proposed director is, or has been, as director, chief executive officer or chief financial officer of any company that was subject to an order that was issued while the proposed director was acting in the capacity as director, chief executive officer or chief financial officer. Implications of the Asset Purchase Transaction Not Closing: Management believes that completion of the proposed transaction will satisfy the continued listing review of Northcore currently underway with the TSX, as well as, supporting an attractive offer to potential Northcore investors. There is no certainty that regulatory approval will be received for the proposed transaction. TSX has not approved the transaction as at July 22, 2013. Company's continued listing review, pending further analysis and a review meeting on July 31, 2013 with the TSX. Should the Asset Purchase Transaction not close, there is an increased risk that Northcore shares would be delisted from trading on the TSX upon their review meeting on July 31, 2013, and that a circumstance of financial duress would be the basis for seeking further funding, the combination of which would challenge Northcore as a going concern. About Northcore Technologies Toronto, Ontario-based Northcore Technologies Inc. (TSX: NTI; OTC BB: NTLNF) -- http://www.northcore.com/-- provides a Working Capital Engine(TM) that helps organizations source, manage, appraise and sell their capital equipment. Northcore offers its software solutions and support services to a growing number of customers in a variety of sectors including financial services, manufacturing, oil and gas and government. Northcore owns 50 percent of GE Asset Manager, LLC, a joint business venture with GE. Together, the companies work with leading organizations around the world to help them liberate more capital value from their assets. The Company reported a loss and comprehensive loss of C$3.93 million in 2011, compared with a loss and comprehensive loss of C$3.03 million in 2010. The Company's balance sheet at March 31, 2013, showed C$2.63 million in total assets, C$1.17 million in total liabilities and C$1.46 million in total shareholders' equity. OLD SECOND: Reports $3.5 Million Net Income in Second Quarter ------------------------------------------------------------- Old Second Bancorp, Inc., reported net income of $3.47 million on $16.93 million of total interest and dividend income for the three months ended June 30, 2013, as compared with net income of $1.25 million on $19.73 million of total interest and dividend income for the same period during the prior year. For the six months ended June 30, 2013, the Company reported net income of $8.94 million on $34.42 million of total interest and dividend income, as compared with a net loss of $1.71 million on $39.18 million of total interest and dividend income for the same period during the prior year. As of June 30, 2013, the Company had $1.93 billion in total assets, $1.86 billion in total liabilities and $71.10 million in total stockholders' equity. Chairman Bill Skoglund said, "Our second quarter and six month results are encouraging as we continue to transition to consistent, high quality earnings. The economic and competitive environments remain challenging and we expect to be further tested as we progress through 2013. We have received benefit from our traditional community banking programs in business and personal lending, deposit services, card services, wealth management and residential mortgage banking. Further, our experienced and dedicated professional staff (augmented by several key additions) has continued to excel at our relationship approach to banking related services. Last, our customers remain loyal to Old Second as a long standing organization with outstanding quality and deep roots in our market areas." A copy of the press release is available for free at: http://is.gd/ATlNfR About Old Second Old Second Bancorp, Inc., is a financial services company with its main headquarters located in Aurora, Illinois. The Company is the holding company of Old Second National Bank, a national banking organization headquartered in Aurora, Illinois and provides commercial and retail banking services, as well as a full complement of trust and wealth management services. The Company has offices located in Cook, Kane, Kendall, DeKalb, DuPage, LaSalle and Will counties in Illinois. Old Second reported a net loss available to common stockholders of $5.05 million in 2012, as compared with a net loss available to common stockholders of $11.22 million in 2011. PACIFIC RIM: Incurs $4.7-Mil. Net Loss in Fiscal 2013 ----------------------------------------------------- Pacific Rim Mining Corp. reported in a news release Thursday its financial and operating results for the fiscal year ended April 30, 2013. On July 26, 2012, the Company filed on Form 20-F its audited annual consolidated financial statements for fiscal 2013. The Company recorded a net loss of US$4.7 million for the fiscal year ended April 30, 2013, compared with a net loss of US$1.8 million for the year ended April 30, 2012. The increase in net loss, despite decreased expenses for exploration activity, stock-based compensation and professional services, is primarily related to a substantial increase in costs related to the El Dorado project arbitration claim (the "Arbitration") as well as substantially less gains on the Company's derivative liability in fiscal 2013 compared to fiscal 2012, according to the news release. Arbitration-related expenses totaled US$2.0 million during fiscal 2013 compared to US$0.5 million during fiscal 2012. Gains on derivative liability decreased substantially year over year, from US$2.1 million during fiscal 2012 to US$0.2 million during fiscal 2013) reflecting decreases in the Company's share price and the expiration of a majority of the Company's outstanding warrants. The Company's balance sheet at April 30, 2013, showed US$7.0 million in total assets, US$2.0 million in total liabilities, and stockholders' equity of $5.0 million. Going Concern Uncertainty "During the year ended April 30, 2013, the Company had a loss of US$4,680,000 and as at April 30, 2013, had an accumulated deficit of $94,495,000 and a working capital deficiency of US$465,000. The Company will require additional funding to maintain its ongoing exploration programs and property commitments, for administrative purposes and for the arbitration and legal costs related to the case under the El Salvador's Foreign Investment Law between the Company and the Government of El Salvador, which is being administered by the Centre for Settlement of Investment Disputes ("ICSID"). The legal and arbitration costs for the case are substantial." According to the Company, the foregoing events and conditions raise substantial doubt about the Company's ability to continue as a going concern. A copy of the news release is available at http://is.gd/41SO3V A copy of the Form 20-F is available at http://is.gd/Q6iJiE About Pacific Rim Mining Vancouver-based Pacific Rim Mining Corp. is a mineral exploration company focused on high grade, environmentally clean gold deposits in the Americas and committed to excellence in environmental stewardship and social responsibility. Pacific Rim's primary asset is the advanced-stage, vein-hosted El Dorado gold deposit in El Salvador, where the Company also owns several grassroots gold projects. The Company is continuously evaluating additional exploration opportunities elsewhere in the Americas. Pacific Rim's shares trade under the symbol PMU on the Toronto Stock Exchange ("TSX") and on the OTCQX market in the US under the symbol PFRMF. PATRIOT COAL: Retiree Panel Withdraws Rule 2004 Motion ------------------------------------------------------ The Official Committee of Salaried Retirees of Patriot Coal Corporation, et al., has withdrawn its motion for entry of an order authorizing the examination of the Debtors pursuant to Rule 2004 of the Federal Rules of Bankruptcy Procedure filed in the Debtor's bankruptcy proceeding on March 18, 2013. As a backgrounder, on Feb. 26, 2013, the Debtor and certain retirees stipulated to an agreed order, pursuant to which the Retiree Committee was formed. Pursuant to the Agreed Order, a hearing was scheduled for April 23, 2013 (the "Initial Hearing") for the Bankruptcy Court to determine whether some or all of the Covered Benefits (as defined in the Agreed Order) sought to be discontinued or modified by the Debtors are subject to the Debtors' asserted right of unilateral termination (such benefits, the "Amendable Benefits"), and, if so, whether the Debtors' motion to terminate some or all of the Covered Benefits (the "363 Motion") should be granted with respect to such Amendable Benefits. On March 13, 2013, counsel for the Retiree Committee sent a document request to counsel for Respondents Peabody Energy Corporation, Peabody Holding Company and Peabody Coal Company, requesting that the Respondents provide any requested document to the Retiree Committee on or before March 27, 2013. According to the Movant, the requested documents are necessary for it to prepare for the Initial Hearing. According to papers filed with the Court on March 18, 2013, while counsel for the Respondents has on a few separate occasions indicated that he was in the process of reaching out to his clients and would participate in a meet and confer telephone conference, as of the date of the Motion, counsel had not provided a date or time for such conference. As reported in the TCR on March 25, 2013, Peabody objected to the Retiree Committee's request to (i) waive the meet-and-confer requirement of Local Rule 2004(A) and (ii) shorten the notice requirement of Local Rule 2004(C). In support of this objection, Peabody said: * The Retiree Committee has shown no cause whatsoever for asking the Court to absolve the Retiree Committee of the requirement that it meet and confer in good faith pursuant to Local Rule 2004(A). First, the Retiree Committee's initial demand that Peabody respond to an extremely broad document request -- covering more than 40 years' worth of documents -- in one day was unreasonable on its face. Second, after Peabody's counsel had reached out to communicate several times about the status of their attempts to reach the appropriate personnel at Peabody, counsel for the Retiree Committee proceeded to file its Bankruptcy Rule 2004 Motion without waiting to confer, knowing that Peabody's counsel was in Court. * The Retiree Committee has not attempted to show cause for seeking to require Peabody to provide a detailed response to the Motion in three days, especially when the Motion pertains to broad requests that cover more than 40 years. For the Retiree Committee to state that Peabody "has had notice of these requests since March 13, 2013," with full knowledge of the attempts of Peabody's counsel to confer with their client and provide a response, flouts this Court's good-faith conference requirement. Given the Retiree Committee's perfunctory observance of this Court's rules, there is no reason for the Court to hear this matter before Peabody even has the seven days permitted by rule to respond. About Patriot Coal St. Louis-based Patriot Coal Corporation (NYSE: PCX) is a producer and marketer of coal in the eastern United States, with 13 active mining complexes in Appalachia and the Illinois Basin. The Company ships to domestic and international electricity generators, industrial users and metallurgical coal customers, and controls roughly 1.9 billion tons of proven and probable coal reserves. Patriot Coal and nearly 100 affiliates filed voluntary Chapter 11 petitions in U.S. bankruptcy court in Manhattan (Bankr. S.D.N.Y. Lead Case No. 12-12900) on July 9, 2012. Patriot said it had $3.57 billion of assets and $3.07 billion of debts, and has arranged $802 million of financing to continue operations during the reorganization. Davis Polk & Wardwell LLP is serving as legal advisor, Blackstone Advisory Partners LP is serving as financial advisor, and AP Services, LLC is providing interim management services to Patriot in connection with the reorganization. Ted Stenger, a Managing Director at AlixPartners LLP, the parent company of AP Services, has been named Chief Restructuring Officer of Patriot, reporting to the Chairman and CEO. GCG, Inc. serves as claims and noticing agent. The U.S. Trustee appointed a seven-member creditors committee. Kramer Levin Naftalis & Frankel LLP serves as its counsel. HoulihanLokey Capital, Inc., serves as its financial advisor and investment banker. Epiq Bankruptcy Solutions, LLC, serves as its information agent. On Nov. 27, 2012, the New York bankruptcy judge moved Patriot's bankruptcy case to St. Louis. The order formally sending the reorganization to Missouri was signed December 19 by the bankruptcy judge. The New York Judge in a Jan. 23, 2013 order denied motions to transfer the venue to the U.S. Bankruptcy Court for the Southern District of West Virginia. PATRIOT COAL: Can Employ Gordon & Gordon as Special Counsel ----------------------------------------------------------- The U.S. Bankruptcy Court for the Eastern District of Missouri authorized Patriot Coal Corporation, et al., to employ Gordon & Gordon, P.S.C., as special counsel for the Debtors effective Aug. 1, 2013. For services rendered and reimbursement of expenses incurred prior to Aug. 1, 2013, Gordon & Gordon will be compensated for services rendered and reimbursed for expenses incurred in accordance with the Order authorizing the Debtors to employ Ordinary Course Professionals, nunc pro tunc to the Petition Date, entered by the SDNY Bankruptcy Court on Aug. 2, 2012. As reported in the TCR on July 5, 2013, the Debtors ask the Bankruptcy Court for authorization to employ Gordon & Gordon, P.S.C., as the Debtors' special land transaction and land litigation counsel effective Aug. 1, 2013. Gordon & Gordon will render, among others, these professional services: a. prepare, on behalf of the Debtors in support of Debtors' coal and land development activities in Kentucky, all necessary and appropriate surface and coal deeds, leases and subleases, purchase and lease options, lease assignments, land purchase contracts, coal conveyor beltline and power transmission line easements and right-of-way agreements, and land use agreements, together with any complaints, petitions, motions, proposed orders, other pleadings, notices and other documents in connection with certain land related litigation and administrative proceeding in Kentucky (the "Retained Matters"); b. advise and assist the Debtors in connection with or concerning the Retained Matters including without limitation the performance of title examinations and lien searches and the submission to Debtors of title opinion certification letters and reports; and c. perform all other necessary or appropriate legal services in connection with or concerning the Retained Matters, including, without limitation, representation of the Debtors in land related litigation and administrative proceedings in Kentucky. Gordon & Gordon's hourly billing rates for the Retained Matters are $150 to $180 per hour for professionals and $70 to $85 per hour for paraprofessionals, which may change from time to time in accordance with Gordon & Gordon's established billing practices and procedures. About Patriot Coal St. Louis-based Patriot Coal Corporation (NYSE: PCX) is a producer and marketer of coal in the eastern United States, with 13 active mining complexes in Appalachia and the Illinois Basin. The Company ships to domestic and international electricity generators, industrial users and metallurgical coal customers, and controls roughly 1.9 billion tons of proven and probable coal reserves. Patriot Coal and nearly 100 affiliates filed voluntary Chapter 11 petitions in U.S. bankruptcy court in Manhattan (Bankr. S.D.N.Y. Lead Case No. 12-12900) on July 9, 2012. Patriot said it had $3.57 billion of assets and $3.07 billion of debts, and has arranged $802 million of financing to continue operations during the reorganization. Davis Polk & Wardwell LLP is serving as legal advisor, Blackstone Advisory Partners LP is serving as financial advisor, and AP Services, LLC is providing interim management services to Patriot in connection with the reorganization. Ted Stenger, a Managing Director at AlixPartners LLP, the parent company of AP Services, has been named Chief Restructuring Officer of Patriot, reporting to the Chairman and CEO. GCG, Inc. serves as claims and noticing agent. The U.S. Trustee appointed a seven-member creditors committee. Kramer Levin Naftalis & Frankel LLP serves as its counsel. HoulihanLokey Capital, Inc., serves as its financial advisor and investment banker. Epiq Bankruptcy Solutions, LLC, serves as its information agent. On Nov. 27, 2012, the New York bankruptcy judge moved Patriot's bankruptcy case to St. Louis. The order formally sending the reorganization to Missouri was signed December 19 by the bankruptcy judge. The New York Judge in a Jan. 23, 2013 order denied motions to transfer the venue to the U.S. Bankruptcy Court for the Southern District of West Virginia. PATRIOT COAL: Can Employ Veritas Consulting as Special Counsel -------------------------------------------------------------- The U.S. Bankruptcy Court for the Eastern District of Missouri authorized Patriot Coal Corporation, et al., to employ The U.S. Bankruptcy Court for the Eastern District of Missouri authorized Patriot Coal Corporation, et al., to employ Veritas Consulting, LLC, as special counsel for regulatory and related matters effective Aug. 15, 2013. For services rendered and reimbursement of expenses incurred prior to Aug. 15, 2013, Veritas will be compensated for services rendered and reimbursed for expenses incurred in accordance with the Order authorizing the Debtors to employ Ordinary Course Professionals, nunc pro tunc to the Petition Date, entered by the SDNY Bankruptcy Court on Aug. 2, 2012. As reported in the TCR on July 5, 2013, Veritas will render, among others, these professional services: a. monitor and assist compliance with all court orders and consent decrees related to pending selenium litigation (including but not limited to liaison with plaintiff environmental activists, the court-appointed Special Master and federal and state regulatory agencies), develop selenium treatment and compliance strategies, and advise and counsel the Debtors on certain other issues related to environmental compliance and permitting (the "Retained Matters"); and b. perform all other necessary or appropriate services in connection with the Retained Matters. Veritas intends to (a) charge for its legal services in connection with the Retained Matters on a flat-fee monthly basis at a rate of $33,333.33 per month. About Patriot Coal St. Louis-based Patriot Coal Corporation (NYSE: PCX) is a producer and marketer of coal in the eastern United States, with 13 active mining complexes in Appalachia and the Illinois Basin. The Company ships to domestic and international electricity generators, industrial users and metallurgical coal customers, and controls roughly 1.9 billion tons of proven and probable coal reserves. Patriot Coal and nearly 100 affiliates filed voluntary Chapter 11 petitions in U.S. bankruptcy court in Manhattan (Bankr. S.D.N.Y. Lead Case No. 12-12900) on July 9, 2012. Patriot said it had $3.57 billion of assets and $3.07 billion of debts, and has arranged $802 million of financing to continue operations during the reorganization. Davis Polk & Wardwell LLP is serving as legal advisor, Blackstone Advisory Partners LP is serving as financial advisor, and AP Services, LLC is providing interim management services to Patriot in connection with the reorganization. Ted Stenger, a Managing Director at AlixPartners LLP, the parent company of AP Services, has been named Chief Restructuring Officer of Patriot, reporting to the Chairman and CEO. GCG, Inc. serves as claims and noticing agent. The U.S. Trustee appointed a seven-member creditors committee. Kramer Levin Naftalis & Frankel LLP serves as its counsel. HoulihanLokey Capital, Inc., serves as its financial advisor and investment banker. Epiq Bankruptcy Solutions, LLC, serves as its information agent. On Nov. 27, 2012, the New York bankruptcy judge moved Patriot's bankruptcy case to St. Louis. The order formally sending the reorganization to Missouri was signed December 19 by the bankruptcy judge. The New York Judge in a Jan. 23, 2013 order denied motions to transfer the venue to the U.S. Bankruptcy Court for the Southern District of West Virginia. PENSON WORLDWIDE: Plan Objections Filed; Conf. Hearing on July 31 ----------------------------------------------------------------- A hearing will be held on July 31, 2013 at 10:00 a.m. (prevailing Eastern Time), before the Honorable Peter J. Walsh of the United States Bankruptcy Court for the District of Delaware to consider confirmation of Penson's Fourth Amended Joint Liquidation Plan. These parties have filed objections to Penson Worldwide, Inc., and its affiliated debtors' Fourth Amended, including: * The United States, on behalf of the Internal Revenue Service saying the Penson Worldwide, Inc., has not filed it corporate Form 1120 for the 2012 tax year. This return is out on extension until September 15, 2013. IRS objects to confirmation of the Plan unless and until all outstanding federal tax returns are filed. The IRS is represented by Charles M. Oberly, III, Esq. * The George E. Morris Revocable Trust arguing that the Plan, as proposed, should not be confirmed because it does not contain sufficient protections for holders of Disputed Claims; it does not establish a sufficient reserve for Disputed Claims. The Trust is represented by Brya M. Keilson, Esq. -- bkeilson@gsbblaw.com -- Michael Busenkell, Esq. -- mbusenkell@gsbblaw.com -- at Gellert Scali Busenkell & Brown, LLC. * Grace Financial Group LLC complaining that the Plan gives PTL discretion to unilaterally estimate the amount of each Disputed Claim and only reserve that estimated amount, rather than set aside a reserve that includes the amount of each Disputed Claim as filed. Grace Financial is represented by Brya M. Keilson, Esq. -- bkeilson@gsbblaw.com -- Michael Busenkell, Esq. -- mbusenkell@gsbblaw.com -- at Gellert Scali Busenkell & Brown, LLC. * Andrzej Abraszewski, a claimant, saying certain sections of the Plan are objectionable especially pertaining to enjoinment of creditors who may hold claims from taking certain actions. Mr. Abraszewski is represented by Scott J. Leonhardt, Esq. -- leonhardt@teamrosner.com -- at THE ROSNER LAW GROUP LLC. Mr. Abraszewski's objection is joined by NDV Investment Company, JM Property SP Z.O.O. SP K, Jerzy Mendelka and Adamba Imports International, Inc., also represented by Mr. Leonhardt. * The Missouri Department of Revenue contending that the Plan lack specificity regarding the payment of Priority Tax Claims and, as such, would be extremely difficult to enforce in the event of a default in plan payments. MDOR is represented by Sheryl L. Moreau, Special Attorney General. * SunGard Financial Systems LLC filed a Notice of Assertion and Reservation of Rights with respect to the proposed Liquidation Plan. Sungard is represented by John Bird, Esq., Raymond M. Patella, Esq., at FOX ROTHSCHILD LLP and JAMES A. TIMKO, Esq. -- jtimko@shutts.com -- at SHUTTS & BOWEN LLP. * The Texas Comptroller of Public Accounts saying it objects to confirmation of the Plan unless adequate changes are made to address its concerns including in the event that payment to the Texas Comptroller is delayed beyond the Plan's Effective Date for any reason, the Plan should provide that post-confirmation interest will accrue on the claim in accordance with applicable nonbankruptcy law. The Texas Comptroller is represented by John Mark Stern -- John.Stern@texasattorneygeneral.gov -- Assistant Attorney General, Bankruptcy & Collections Division. The Debtors have filed with the Court a Plan Supplement, a full- text copy of which is available at http://is.gd/lIBflocontaining: * Form of PTL LLC Agreement * Form of Liquidation Trust Agreement * List of Executory Contracts to be Assumed Penson is represented by Pauline K. Morgan, Esq., Curtis J. Crowther, Esq., Kenneth J. Enos, Esq., Ashley E. Markow, Esq., of Young Conaway Stargatt & Taylor, LLP, and Andrew N. Rosenberg, Esq., and Oksana Lashko, Esq., of Paul, Weiss, Rifkind, Wharton & Garrison LLP. About Penson Worldwide Plano, Texas-based Penson Worldwide Inc. and its affiliates filed for Chapter 11 bankruptcy (Bankr. D. Del. Lead Case No. 13-10061) on Jan. 11, 2013. Founded in 1995, Penson Worldwide is provider of a range of critical securities and futures processing infrastructure products and services to the global financial services industry. The company's products and services include securities and futures clearing and execution, financing and cash management technology and other related offerings, and it provides tools and services to support trading in multiple markets, asset classes and currencies. Penson was one of the top two clearing brokers overall in the United States. Its foreign-based subsidiaries were some of the largest independent clearing brokers in Canada and Australia and the second largest independent clearing broker in the United Kingdom as of Dec. 31, 2010. In 2012, the company sold its futures division to Knight Capital Group Inc. and its broker-deal subsidiary to Apex Clearing Corp. But the company was unable to successfully streamline is business after the asset sales. Attorneys at Paul, Weiss, Rifkind, Wharton & Garrison LLP, and Young, Conaway, Stargatt & Taylor serve as counsel to the Debtors. Kurtzman Carson Consultants LLC is the claims and notice agent. The U.S. Trustee for Region 3 appointed three members to the Official Committee of Unsecured Creditors: (i) Schonfeld Group Holdings LLC; (ii) SunGard Financial Systems LLC; and (iii) Wells Fargo Bank, N.A., as Indenture Trustee. The Committee selected Hahn & Hessen LLP and Cousins Chipman & Brown, LLP to serve as its co-counsel, and Capstone Advisory Group, LLC, as its financial advisor. Kurtzman Carson Consultants LLC serves as its information agent. The company estimated $100 million to $500 million in assets and liabilities in its Chapter 11 petition. The last publicly filed financial statements as of June 30 showed assets of $1.17 billion and liabilities totaling $1.227 billion. PENSON WORLDWIDE: Files Bid to Estimate Claims for Voting Purposes ------------------------------------------------------------------ Penson Worldwide, Inc., and its affiliated debtors ask the Court to enter an order temporarily allowing litigation claims, solely for purposes of voting to accept or reject their Fourth Amended Joint Liquidation Plan, in the amount of $1.00 as opposed to the amounts and classifications asserted in the Litigation Claims. Counsel for the Debtors, Ryan M. Bartley, Esq., at Young Conaway Stargatt & Taylor, LLP, says the Litigation Claims are the subject of either pending or as-yet-unfiled proceedings against the Debtors, and the amount of the Debtors' liability for such claims, if any, is undetermined and unliquidated. Furthermore, the Debtors dispute their liability for each of the Litigation Claims and intend to defend against those claims through the alternative dispute resolution procedures and, absent resolution therein, through litigation before the Court or other tribunals with jurisdiction over the Litigation Claims, adds Mr. Bartley. The liquidated, nominal amounts asserted in the Litigation Claims represent a substantial dollar amount of the claims in their respective classes: Litigation Claims Total Class ----------------- ----------- No. Nominal No. of of Asserted Voting Amount Claims Amounts Claims Voting ------ -------- ------ ------ Penson 26 $444,624,744.97 244 $472,921,622.74 Financial Services, Inc. Penson 3 $1,968,263.36 75 $13,108,122.46 Worldwide, Inc. GHP 1, Inc., 9 $64,224,268.43 23 $67,863,363.26 GHP 2, LLC, Penson Futures, and Penson Financial Futures, Inc. "Allowing the holders of the Litigation Claims to vote their claims in amounts other than $1.00 would provide these parties with unfair voting power relative to the holders of truly liquidated claims, as well as other similarly situated creditors whose claims are subject to litigation but were filed simply as 'unliquidated' or 'undetermined,'" Mr. Bartley explains. Pauline K. Morgan, Esq., Kenneth J. Enos, Esq., at Young Conaway Stargatt & Taylor, LLP, and Andrew N. Rosenberg, Esq., and Oksana Lashko, Esq., at Paul, Weiss, Rifkind, Wharton & Garrison LLP, also serve as attorneys for the Debtors. NDV Investment Company, JM Property SP Z.O.O. SP K, Jerzy Mendelka and Adamba Imports International, Inc., filed an objection to the motion but later on withdrew its opposition. About Penson Worldwide Plano, Texas-based Penson Worldwide Inc. and its affiliates filed for Chapter 11 bankruptcy (Bankr. D. Del. Lead Case No. 13-10061) on Jan. 11, 2013. Founded in 1995, Penson Worldwide is provider of a range of critical securities and futures processing infrastructure products and services to the global financial services industry. The company's products and services include securities and futures clearing and execution, financing and cash management technology and other related offerings, and it provides tools and services to support trading in multiple markets, asset classes and currencies. Penson was one of the top two clearing brokers overall in the United States. Its foreign-based subsidiaries were some of the largest independent clearing brokers in Canada and Australia and the second largest independent clearing broker in the United Kingdom as of Dec. 31, 2010. In 2012, the company sold its futures division to Knight Capital Group Inc. and its broker-deal subsidiary to Apex Clearing Corp. But the company was unable to successfully streamline is business after the asset sales. Attorneys at Paul, Weiss, Rifkind, Wharton & Garrison LLP, and Young, Conaway, Stargatt & Taylor serve as counsel to the Debtors. Kurtzman Carson Consultants LLC is the claims and notice agent. The U.S. Trustee for Region 3 appointed three members to the Official Committee of Unsecured Creditors: (i) Schonfeld Group Holdings LLC; (ii) SunGard Financial Systems LLC; and (iii) Wells Fargo Bank, N.A., as Indenture Trustee. The Committee selected Hahn & Hessen LLP and Cousins Chipman & Brown, LLP to serve as its co-counsel, and Capstone Advisory Group, LLC, as its financial advisor. Kurtzman Carson Consultants LLC serves as its information agent. The company estimated $100 million to $500 million in assets and liabilities in its Chapter 11 petition. The last publicly filed financial statements as of June 30 showed assets of $1.17 billion and liabilities totaling $1.227 billion. PENSON WORLDWIDE: Parties Balk at Proposed ADR Procedures --------------------------------------------------------- These parties have filed objections to Penson Worldwide Inc. and its affiliate debtors' motion to implement alternative dispute resolution procedures to facilitate the efficient resolution of the unliquidated, complex or litigation claims filed against them: * The George E. Morris Revocable Trust arguing that there is already a pending arbitration with regard to its Claim in the FINRA Dispute resolution, and such forum is a more appropriate forum to adjudicate the matter. The Trust is represented by Brya M. Keilson, Esq. -- bkeilson@gsbblaw.com -- Michael Busenkell, Esq. -- mbusenkell@gsbblaw.com -- at Gellert Scali Busenkell & Brown, LLC. * TradeKing, LLC (as successor to Zecco Trading, Inc.) objecting to the potential application of the ADR Procedures to its claim against Penson Financial Services, Inc. TradeKing and PFSI are parties to an arbitration currently pending before the Financial Industry Regulatory Authority. TradeKing says the FINRA Arbitration is the proper and most efficient forum for resolving the dispute between them. TradeKing is represented by James S. Carr, Esq., Gilbert R. Saydah, Esq. and Casey B. Boyle, Esq., at Kelley Drye and Warren LLP. * Andrzej Abraszewski, a claimant, arguing that the Motion fails to disclose the identity of the ADR Administrator, and empowers the Administrator in ways that are objectionable . Mr. Abraszewski is represented by Scott J. Leonhardt, Esq. -- leonhardt@teamrosner.com -- at THE ROSNER LAW GROUP LLC. This matter will come before the court for a decision on July 31, 2013. About Penson Worldwide Plano, Texas-based Penson Worldwide Inc. and its affiliates filed for Chapter 11 bankruptcy (Bankr. D. Del. Lead Case No. 13-10061) on Jan. 11, 2013. Founded in 1995, Penson Worldwide is provider of a range of critical securities and futures processing infrastructure products and services to the global financial services industry. The company's products and services include securities and futures clearing and execution, financing and cash management technology and other related offerings, and it provides tools and services to support trading in multiple markets, asset classes and currencies. Penson was one of the top two clearing brokers overall in the United States. Its foreign-based subsidiaries were some of the largest independent clearing brokers in Canada and Australia and the second largest independent clearing broker in the United Kingdom as of Dec. 31, 2010. In 2012, the company sold its futures division to Knight Capital Group Inc. and its broker-deal subsidiary to Apex Clearing Corp. But the company was unable to successfully streamline is business after the asset sales. Attorneys at Paul, Weiss, Rifkind, Wharton & Garrison LLP, and Young, Conaway, Stargatt & Taylor serve as counsel to the Debtors. Kurtzman Carson Consultants LLC is the claims and notice agent. The U.S. Trustee for Region 3 appointed three members to the Official Committee of Unsecured Creditors: (i) Schonfeld Group Holdings LLC; (ii) SunGard Financial Systems LLC; and (iii) Wells Fargo Bank, N.A., as Indenture Trustee. The Committee selected Hahn & Hessen LLP and Cousins Chipman & Brown, LLP to serve as its co-counsel, and Capstone Advisory Group, LLC, as its financial advisor. Kurtzman Carson Consultants LLC serves as its information agent. The company estimated $100 million to $500 million in assets and liabilities in its Chapter 11 petition. The last publicly filed financial statements as of June 30 showed assets of $1.17 billion and liabilities totaling $1.227 billion. PHOENIX COMPANIES: Fitch Withdraws 'BB+' Issuer Default Rating -------------------------------------------------------------- Fitch Ratings has withdrawn the 'B' holding company Issuer Default Rating of Phoenix Companies, Inc. (PNX) and the 'BB+' Insurer Financial Strength (IFS) ratings of PNX's primary insurance operating subsidiaries. The Ratings are being withdrawn without resolving the current Rating Watch Negative. Key Rating Drivers The rating action reflects Fitch's view that it lacks sufficient information to maintain the PNX and subsidiary ratings or resolve the Rating Watch Negative status. PNX recently announced that it would not file audited statutory statements for its insurance subsidiaries within the timeframe allowed by their domiciliary states. Furthermore, the company stated 'the 2012 audited statutory financial statements, when completed, could materially and adversely vary from the unaudited 2012 statutory results.' As described in Fitch's May 23, 2013 rating action commentary, 'PNX continues to file financial statements based on statutory accounting principles for its regulated insurance subsidiaries in a timely manner. These filings as well as public disclosures related to holding company cash sources and uses provide Fitch with sufficient information to maintain the ratings despite the absence of GAAP financial statements.' PNX's most recent announcement raises the potential for material restatements of statutory financials as well as GAAP financials. Fitch therefore believes it no longer has sufficient and reliable information to maintain the ratings. Fitch has withdrawn the following ratings: Phoenix Companies, Inc -- IDR 'B'. Phoenix Life Insurance Company -- IFS 'BB+'; -- IDR 'BB'; -- $126 million Surplus note 7.15% due Dec. 2034 'B+'. PHL Variable Insurance Company -- IFS 'BB+'. PMI GROUP: Court Confirms Chapter 11 Plan of Reorganization ----------------------------------------------------------- On July 25, 2013, the U.S. Bankruptcy Court for the District of Delaware entered an order confirming The PMI Group, Inc.'s First Amended Plan of Reorganization, dated June 3, 2013. All objections and responses to, and statements and comments regarding the Plan, to the extend not already withdrawn, waived, settled or resolved pursuant to representations on the record at the Confirmation Hearing, will be, and are, overruled on the merits. All Classes entitled to vote on the Plan voted to accept the Plan pursuant to the requirements of 11 U.S.C. Sections 1124 and 1126. As reported in the TCR on June 12, 2013, the Court approved the disclosure statement explaining The PMI Group, Inc.'s plan of reorganization. The Debtor's Plan provides that holders of allowed secured claims (Class 2) generally will retain their liens or receive the benefit of their collateral under the Plan. Each holder of an allowed general unsecured claim (Class 3) will receive its pro rata share of creditor cash and new common stock. Class 3 Claims, estimated to range from $6.3 million to $10.3 million, are expected to recover 26-27% of their claim amount. Allowed senior notes claims (Class 4), estimated to total $691 million, are expected to recover 29% of their claim amount. Allowed subordinated note claims (Class 5), estimated to total $52.9 million, will recover 0% of their claim amount due to subordination provisions. Each holder of an allowed convenience claim (Class 6) will receive 90% of the amount of its allowed convenience claim in cash on the effective date or as soon as reasonably practicable thereafter. Holders of equity interests (Class 7) will receive no distribution under the Plan. The Reorganized Debtor's primary assets will include: (i) at least $500 million of net operating losses and at least $295 million of income tax credits, (ii) its ownership interests in certain of its subsidiaries, which have approximately $5 million in cash, and (iii) any potential value to be realized with respect to the Debtor's claim totaling approximately $2.5 million against QBE Holdings (AAP) Pty Limited. A full-text copy of the Disclosure Statement dated June 5, 2013, is available for free at http://bankrupt.com/misc/PMIds0605.pdf About The PMI Group The PMI Group, Inc., is an insurance holding company whose stock had, until Oct. 21, 2011, been publicly-traded on the New York Stock Exchange. Through its principal regulated subsidiary, PMI Mortgage Insurance Co., and its affiliated companies, the Debtor provides residential mortgage insurance in the United States. The PMI Group filed for Chapter 11 bankruptcy (Bankr. D. Del. Case No. 11-13730) on Nov. 23, 2011. In its schedules, the Debtor disclosed $167,963,354 in assets and $770,362,195 in liabilities. Stephen Smith signed the petition as chairman, chief executive officer, president and chief operating officer. The Debtor said in the filing that it does not have the financial resources to pay the outstanding principal amount of the 4.50% Convertible Senior Notes, 6.000% Senior Notes and the 6.625% Senior Notes if those amounts were to become due and payable. The Debtor is represented by James L. Patton, Esq., Pauline K. Morgan, Esq., Kara Hammond Coyle, Esq., and Joseph M. Barry, Esq., at Young Conaway Stargatt & Taylor LLP. The Official Committee of Unsecured Creditors appointed in the case retained Morrison & Foerster LLP and Womble Carlyle Sandridge & Rice, LLP, as bankruptcy co-counsel. Peter J. Solomon Company serves as the Committee's financial advisor. PORTER BANCORP: Chairman an CEO to Retire ----------------------------------------- Maria L. Bouvette will retire as Porter Bancorp's Chairman of the Board and CEO, and as Chairman of the Board of PBI Bank on July 31, 2013. Effective with Ms. Bouvette's retirement, Glenn Hogan is expected to be elected Chairman of the Board of Porter Bancorp, and John T. Taylor will be named CEO of Porter Bancorp, following regulatory approval. Commenting on her retirement from all positions with Porter Bancorp and PBI Bank, Maria Bouvette stated, "Our succession planning process began with the hiring of John Taylor as President and CEO of PBI Bank and President of Porter Bancorp a year ago. John and his team have made solid progress since then and I am confident that Porter Bancorp and PBI Bank will continue in their very capable hands. "We have a very strong Board of Directors at Porter Bancorp, and I believe that Glenn Hogan will be a very competent Chairman. Glenn currently serves as Chairman of the Compensation Committee and the Nominating and Corporate Governance Committee, and will be Porter Bancorp's first independent Chairman of the Board. He has worked closely with John Taylor, and I believe they will continue to provide strong leadership for Porter Bancorp and PBI Bank after my retirement. "I am very grateful to be associated with the entire team at Porter Bancorp and PBI Bank. Chester Porter and I started with one bank in 1988 that had $65 million in assets. Since that time, we expanded to 18 locations, including the four largest markets in the state, and we are currently ranked the eighth largest independent banking organization domiciled in the state of Kentucky on total assets. As one of Porter Bancorp's largest shareholders, I have great confidence in our entire team at Porter Bancorp and PBI Bank," concluded Bouvette. Maria L. Bouvette was a cofounder of PBI Bank and its predecessor banks with J. Chester Porter, Chairman Emeritus. The Company historically conducted its banking business through separate community banks that were reorganized into a single bank and brand, PBI Bank, in 2005. Porter Bancorp completed its initial public stock offering in 2006. Ms. Bouvette served as President and Chief Executive Officer of PBI Bank and Porter Bancorp until the retirement of Chester Porter in 2012. At that time, Ms. Bouvette was named to the additional roles of Chairman of the Board of Porter Bancorp and PBI Bank. Glenn Hogan is expected to be elected as Chairman of the Board following the retirement of Maria Bouvette. Mr. Hogan joined Porter Bancorp's Board in 2006. He is founder, President and Chief Executive Officer of Hogan Real Estate, a full service commercial real estate development company headquartered in Louisville, Kentucky. He has more than 20 years of real estate development experience and is a Certified Commercial Investment Member (CCIM). John Taylor, age 53, was named President and CEO of PBI Bank and President of Porter Bancorp, Inc., in July 2012. He was also elected as a Board member of PBI Bank and Porter Bancorp. Following the retirement of Ms. Bouvette, Mr. Taylor is expected to be named CEO of Porter Bancorp. Prior to joining Porter, Mr. Taylor served as President and CEO of American Founders Bank, Inc. and American Founders Bancorp, Inc., of Lexington, Kentucky. He previously served in senior management positions with increasing responsibility for PNC Bank, N.A., including as President of its Ohio/Northern Kentucky region for six years. He has over 29 years of banking experience in Kentucky and Ohio. He holds a Master's Degree in Business Administration and a Bachelor's Degree in Business Administration from the University of Kentucky. Mr. Taylor is actively involved in a number of civic and professional organizations. About Porter Bancorp Porter Bancorp, Inc., is a bank holding company headquartered in Louisville, Kentucky. Through its wholly-owned subsidiary PBI Bank, the Company operates 18 full-service banking offices in 12 counties in Kentucky. Porter Bancorp disclosed a net loss of $32.93 million in 2012, a net loss of $107.30 million in 2011 and a net loss of $4.38 million in 2010. The Company's balance sheet at March 31, 2013, showed $1.13 billion in total assets, $1.08 billion in total liabilities and $46.73 million in total stockholders' equity. Crowe Horwath, LLP, in Louisville, Kentucky, 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 in 2012, 2011 and 2010, largely as a result of asset impairments. In addition, the Company's bank subsidiary is not in compliance with a regulatory enforcement order issued by its primary federal regulator requiring, among other things, increased minimum regulatory capital ratios. Additional significant asset impairments or continued failure to comply with the regulatory enforcement order may result in additional adverse regulatory action. These events raise substantial doubt about the Company's ability to continue as a going concern. POWERWAVE TECHNOLOGIES: Gets Nod for $1.5MM Bid for Remaining IP ---------------------------------------------------------------- Matt Chiappardi of BankruptcyLaw360 reported that the Chapter 7 estate of wireless network maker Powerwave Technologies Inc. won a Delaware bankruptcy judge's approval to sell its remaining intellectual property to P-Wave Holdings LLC, its senior secured lender and owner of most of its other IP assets, for a $1.5 million credit bid. According to the report, the approval came after parties spent several hours in closed-door negotiations to iron out nearly all of the objections to the credit bid, with a remaining protest from creditor Spectrum Master Fund Ltd., arguing that Chapter 7 trustee Charles A. Stanziale Jr. had failed to properly define which IP the proposed sale actually covers and other key terms of the deal, thus subverting any proposed competitive sale. About Powerwave Technologies Powerwave Technologies Inc. (NASDAQ: PWAV) filed for Chapter 11 bankruptcy (Bankr. D. Del. Case No. 13-10134) on Jan. 28, 2013. Powerwave Technologies, headquartered in Santa Ana, Cal., is a global supplier of end-to-end wireless solutions for wireless communications networks. The Company has historically sold the majority of its product solutions to the commercial wireless infrastructure industry. The Company's balance sheet at Sept. 30, 2012, showed $213.45 million in total assets, $396.05 million in total liabilities and a $182.59 million total shareholders' deficit. Aside from a $35 million secured debt to P-Wave Holdings LLC, the Debtor owes $150 million in principal under 3.875% convertible subordinated notes and $106 million in principal under 2.5% convertible senior subordinated notes where Deutsche Bank Trust Company Americas is the indenture trustee. In addition, as of the Petition Date, the Debtor estimates that between $15 and $25 million is outstanding to its vendors. The Debtor is represented by attorneys at Proskauer Rose LLP and Potter Anderson & Corroon LLP. Prepetition secured lender, P-Wave Holdings LLC, is represented by Martin A. Sosland, Esq., and Joseph H. Smolinsky, Esq., at Weil Gotshal & Manges LLP; and Mark D. Collins, Esq., and John H. Knight, Esq., at Richards Layton & Finger. The Official Committee of Unsecured Creditors retained Sidley Austin LLP; Young Conaway Stargatt & Taylor LLP; and Zolfo Cooper, LLC. The Debtor's patent portfolio, accounts receivable, and intangible assets were purchased by secured lender P-Wave Holdings LLC in exchange for $10.25 million in secured debt. A consortium of Counsel RB Capital LLC, The Branford Group and Maynards Industries bought the machinery and equipment for $6.6 million. Teak Capital Partners Ltd. bought affiliate Powerwave Technologies (Thailand) Ltd. for $50,000. PREFERRED PROPPANTS: Weak Liquidity Cues Moody's to Cut CFR to B3 ----------------------------------------------------------------- Moody's Investors Service downgraded Preferred Proppants corporate family rating to B3 from B2, its probability of default rating to Caa1-PD from B3-PD and maintained a negative rating outlook. The downgrade reflects Preferred's inability to address its weak liquidity profile, it's softer than expected operating results and the likelihood it will breach its financial covenants in the short term. The following actions were taken: Corporate family rating, lowered to B3; Probability of default rating, lowered to Caa1-PD; Senior secured credit facilities, lowered to B3 (LGD3, 31%) Ratings Rationale: Preferred Proppants' B3 corporate family rating reflects the company's weak liquidity, small scale, elevated leverage, limited amount of high quality frac sand reserves, end market concentration in the cyclical oil & gas industry and near term execution risks. Management has demonstrated some success in expanding its production capacity and terminal network and introducing new products into the market. However, the company has limited reserves of high quality frac sand and a less developed company owned logistical network than its major competitors. As a result, cash flow visibility remains limited and combined with limited liquidity, high leverage and a challenging EBITDA covenant requirement presents a credit concern. These factors are somewhat mitigated by the company's strong operating margins, reduced capital spending plans, large base of proven mineral reserves and the barriers to entry for competitors. Preferred Proppants operating results began to deteriorate substantially during the second half of 2012 due to enhanced competitive pressure in the frac sand industry resulting from lower growth rates and substantially increased industry capacity. The company's weak operating results along with elevated capital expenditures reduced its liquidity and compelled the company to solicit equity contributions to enhance its liquidity and to avoid violating its financial leverage covenant. The company was also forced to pursue an amendment to its credit facility since it would have likely breached one or more covenants this year. The amended credit facility included modified covenants, such as a limitation on capital expenditures and a suspension of the maximum leverage ratio requirement through the fourth quarter of 2013. However, it established minimum EBITDA thresholds (excluding equity cures) for each quarter of 2013, including a requirement that third quarter EBITDA is almost three times greater than that achieved in the third quarter of 2012 and approximately 75% higher than that achieved in the first quarter of 2013. Preferred's operating results have remained weak in the first half of 2013 as the company continues to be negatively impacted by competitive pressure and from a lack of high quality sand reserves and a less developed logistical network than some of its major competitors. Therefore, Moody's believes it is highly unlikely that Preferred will be able to achieve the required EBITDA in the third quarter and believes it is possible the company's second quarter EBITDA may not meet the minimum threshold. Therefore, Moody's expects the company to approach its lenders for another amendment in the near future. The weaker than expected operating results has also resulted in very low liquidity of less than $10 million despite additional equity contributions in the first half of this year. In addition, the company's leverage and interest coverage ratios continue to deteriorate and remain weak for its rating. Preferred's adjusted leverage ratio (Debt/EBITDA) is elevated at 7.4x and its interest coverage ratio (EBIT/Interest Expense) is weak at 1.4x for the trailing twelve months ended March 31, 2013. Moody's does not expect these ratios to change materially during the remainder of 2013. Preferred's rating outlook could be returned to stable if the company addresses its weak liquidity position, amends its credit facility, enhances its competitive position or achieves an improvement in operating results. The company's ratings could face downward pressure if it fails to address its weak liquidity position through asset sales or additional equity contributions or it experiences an unexpected decline in pricing or volume due to a downturn in drilling activity resulting in its adjusted leverage ratio remaining above 6.0x. Preferred's ratings are not likely to experience upward pressure in the short-term. However, the ratings would be considered for an upgrade if the company stays in compliance with its covenants or successfully amends its credit agreement, enhances its liquidity through asset sales or additional equity contributions, achieves an adjusted leverage ratio below 5.5x and produces consistently positive free cash flow. The principal methodology used in this rating was the Global Manufacturing Industry Methodology published in December 2010. Other methodologies used include Loss Given Default for Speculative-Grade Non-Financial Companies in the U.S., Canada and EMEA published in June 2009. Preferred Proppants, LLC headquartered in Radnor, PA, is a producer and distributor of frac sand and proppant materials used predominately in oil and gas drilling. The company holds approximately 340 million tons of reserves and operates out of 6 facilities in the US and Canada. The company generated approximately $350 million in revenue for the trailing 12-month period ended March 31, 2013. RADIOSHACK CORP: Widens Net Loss to $53 Million in Second Quarter ----------------------------------------------------------------- Radioshack Corporation filed with the U.S. Securities and Exchange Commission its quarterly report on Form 10-Q disclosing a net loss of $53.1 million on $844.5 million of net sales and operating revenues for the three months ended June 30, 2013, as compared with a net loss of $21 million on $848.6 million of net sales and operating revenues for the same period a year ago. For the six months ended June 30, 2013, the Company incurred a net loss of $96.4 million on $1.69 billion of net sales and operating revenues, as compared with a net loss of $29 million on $1.76 billion of net sales and operating revenues for the same period during the prior year. As of June 30, 2013, the Company had $1.85 billion in total assets, $1.34 billion in total liabilities and $506.6 million in total stockholders' equity. The company ended the second quarter with total liquidity of $818 million, including cash and cash equivalents of $432 million and $386 million of available credit under the asset-based revolving credit facility that expires in January 2016. Joseph C. Magnacca, chief executive officer, said, "While the second quarter presented a number of challenges, it is noteworthy that we generated comparable store sales growth for the first time since 2010, and increased sales for the sixth consecutive quarter in our high-margin signature platform of products. In addition, we made progress on the initiatives we outlined last quarter in repositioning our branding, opening a new concept store, streamlining our product assortment, and entering new strategic partnerships. "At the same time, our profitability was not where we would have liked. Our strategy this quarter was designed to move through unproductive inventory and test a variety of promotional vehicles, which we knew would have an impact on gross margin rate, but would help us identify opportunities to better align our promotional marketing going forward." A copy of the Form 10-Q/A is available for free at: http://is.gd/ClnxFH CFO Resigns Dorvin Lively resigned as the chief financial officer of the RadioShack Corporation on July 19, 2013. RadioShack has engaged AP Services, LLC, an affiliate of AlixPartners, LLP, to provide various consulting services to RadioShack. In connection therewith, the Board of Directors of RadioShack appointed Holly Felder Etlin as interim chief financial officer. Ms. Etlin, age 56, is a Managing Director of AlixPartners and has worked in consulting for over 30 years, seven of which have been with AlixPartners. Ms. Etlin and other consultants from AlixPartners have been engaged by RadioShack to perform retail, financial advisory and consulting services. Ms. Etlin's services to RadioShack are billed by AP Services, LLC. She is not separately compensated by RadioShack for serving as interim chief financial officer. RadioShack has initiated a process to identify a permanent chief financial officer. About Radioshack Corporation RadioShack (NYSE: RSH) -- -- http://www.radioshackcorporation.com -- is a national retailer of innovative mobile technology products and services, as well as products related to personal and home technology and power supply needs. RadioShack's retail network includes more than 4,300 company-operated stores in the United States, 270 company-operated stores in Mexico, and approximately 1,000 dealer and other outlets worldwide. Radioshack disclosed a net loss of $139.4 million in 2012, as compared with net income of $72.2 million in 2011. * * * As reported by the TCR on Nov. 23, 2012, Standard & Poor's Ratings Services lowered its corporate credit and senior unsecured debt ratings on Fort Worth, Texas-based RadioShack Corp. to 'CCC+' from 'B-'. "The downgrade of RadioShack reflects our view that it will be very difficult for the company to improve its gross margin in the fourth quarter of this year, given the highly promotional nature of year-end holiday retailing in the wireless and consumer electronic categories," said Standard & Poor's credit analyst Jayne Ross. In the July 27, 2012, edition of the TCR, Fitch Ratings has downgraded its long-term Issuer Default Rating (IDR) for RadioShack Corporation to 'CCC' from 'B-'. The downgrade reflects the significant decline in RadioShack's profitability, which has become progressively more pronounced over the past four quarters. As reported by the TCR on March 6, 2013, Moody's Investors Service downgraded RadioShack Corporation's corporate family rating to Caa1 from B3 and probability of default rating to Caa1-PD from B3- PD. RadioShack's Caa1 Corporate Family Rating reflects Moody's opinion that the overall business strategy of the company to reverse the decline in profitability has not gained any traction. REAL MEX: License Transfer Complete; Chevys Asks Case Be Dismissed ------------------------------------------------------------------ Pursuant to the U.S. Bankruptcy Court for the District of Delaware's Feb. 21, 2013 order dismissing the Chapter 11 cases of Real Mex Restaurants, Inc., et al., except Chevys Restaurants, LLC, which order also provided that Chevys's Chapter 11 case would remain open until Chevys fully consummated its transfer of the liquor license to the Purchaser, counsel for Chevys has filed a certification stating that the parties have fully consummated the License Transfer. Accordingly, Chevys requests that the Bankruptcy Court enter an order dismissing its Chapter 11 case and granting such relief as the Court deems necessary or appropriate. As reported in the TCR on Feb. 26, 2013, the Bankruptcy Court issued an order (A) dismissing the Chapter 11 cases of all Debtors except Chevys Restaurants, (B) establishing procedures for the dismissal of the Chapter 11 case of Chevys Restaurants, (C) authorizing the estate representative to wind down the Debtors' affairs and (D) providing certain relief in connection with the foregoing for the Debtors' claims agent. Counsel for the Debtors can be reached at: Mark Shinderman, Esq. Haig M. Maghakian, Esq. MILBANK, TWEED, HADLEY & McCLOY LLP 601 South Figueroa Street, 30th Floor Los Angeles, CA 900 17-5735 Tel: (213) 892-4000 Fax: (213) 629-5063 E-mail: mshinderman@milbank.com hmaghakian@mi1bank.com - and - Laura Davis Jones, Esq. James E. O'Neill, Esq. PACHULSKI STANG ZIEHL & JONES LLP 919 North Market Street, 17th Floor Wilmington, DE 19899-8705 Tel: (302) 652-4100 Fax: (302) 652-4400 Email: ljones@pszjlaw.com jo'neill@pszjlaw.com About Real Mex Based in Cypress, California, Real Mex Restaurants, Inc., owns and operates restaurants, primarily through its major subsidiaries El Torito Restaurants, Inc., Chevys Restaurants, LLC, and Acapulco Restaurants, Inc. It has 178 restaurants, with 149 in California. There are also 30 franchised locations. It acquired Chevys Inc. for $90 million through confirmation of Chevy's Chapter 11 plan in 2004. Real Mex Restaurants and 16 of its affiliates filed for Chapter 11 bankruptcy protection (Bankr. D. Del. Case Nos. 11-13122 to 11- 13138) on Oct. 4, 2011. Judge Brendan Linehan Shannon oversees the case. Judge Peter Walsh was initially assigned to the case. The Debtors are represented by Mark Shinderman, Esq., Fred Neufeld, Esq., and Haig M. Maghakian, Esq., at Milbank, Tweed, Hadley & McCloy LLP; and Laura Davis Jones, Esq., and Curtis A. Helm, Esq., at Pachulski Stang Ziehl & Jones LLP as counsel. The Debtors' financial advisors are Imperial Capital, LLC. The Debtors' claims, noticing, soliciting and balloting agent is Epiq Bankruptcy Solutions, LLC. Assets are $272.2 million while debt totals $250 million, according to the Chapter 11 petition. The petitions were signed by Richard P. Dutkiewiez, chief financial officer and executive vice president. The Court has approved that certain asset purchase agreement between the Debtors and RlvI Opco LLC dated as of Feb. 10, 2012, for the sale of substantially all of the Debtors' assets. Counsel to GE Capital Corp., the DIP Agent and the Prepetition First Lien Secured Agent, are Jeffrey G. Moran, Esq., and Peter P. Knight, Esq., at Latham & Watkins LLP; and Kurt F. Gwynne, Esq., at Reed Smith LLP as counsel. Counsel to the Prepetition Secured Second Lien Trustee are Mark F. Hebbeln, Esq., and Harold L. Kaplan, Esq., at Foley & Lardner LLP. Counsel to the Majority Prepetition Second Lien Secured Noteholders are Adam C. Harris, Esq., and David M. Hillman, Esq., at Schulte Roth & Zabel LLP; and Russell C. Silberglied, Esq., at Richards Layton & Finger. Z Capital Management LLC, which holds nearly 70% of the Opco term loan, is represented by Derek C. Abbott, Esq., and Chad A. Fights, Esq., at Morris Nichols Arsht & Tunnell LLP; and Lee R. Bogdanoff, Esq., and Whitman L. Holt, Esq., at Klee Tuchin Bogdanoff & Stern LLP. The Official Committee of Unsecured Creditors tapped Kelley Drye & Warren LLP as its counsel; Cole, Schotz, Meisel, Forman & Leonard P.A. as its co-counsel, and Duff & Phelps Securities, LLC as its financial advisor. Early this year, the Bankruptcy Court authorized Real Mex to sell substantially all of their assets to RM Opco, LLC, an entity formed by a group of its bondholders. Pursuant to the Jan. 27, 2012 purchase agreement, the purchaser made a written offer to acquire the assets in exchange for (i) an $80,000 credit bid, (ii) $53,569,000 in cash, and (iii) the assumption of the assumed liabilities. REALOGY CORP: Posts $86 Million Net Income in Second Quarter ------------------------------------------------------------ Realogy Holdings Corp. reported a net income of $86 million on $1.53 billion of net revenues for the three months ended June 30, 2013, as compared with a net loss of $24 million on $1.31 billion of net revenues for the same period during the prior year. For the six months ended June 30, 2013, the Company posted net income of $12 million on $2.49 billion of net revenues, as compared with a net loss of $216 million on $2.18 billion of net revenues for the same period a year ago. As of June 30, 2013, the Company had $7.29 billion in total assets, $5.75 billion in total liabilities and $1.54 billion in total equity. "The material improvement in our second quarter financial results is largely attributable to the strength of our business model, the strong performance of management, a dramatically improved balance sheet with a corresponding material reduction in interest expense, and a housing market recovery that is showing resiliency," said Richard A. Smith, Realogy's chairman, chief executive officer and president. A copy of the press release is available for free at: http://is.gd/93ry2g 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. 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. RENAISSANCE LEARNING: S&P Revises Outlook and Affirms 'B' CCR ------------------------------------------------------------- Standard & Poor's Ratings Services revised its outlook on Wisconsin Rapids, Wisc.-based Renaissance Learning Inc. to stable from positive. S&P affirmed the 'B' corporate credit rating. S&P also affirmed its 'B+' issue-level Renaissance Learning's $250 million senior secured credit facilities, which consists of a $20 million revolving credit facility due 2017 and a $230 million term loan B facility due 2018. The recovery rating on this debt remains '2' and indicates S&P's expectations of substantial (70% to 90%) recovery in the event of payment default. "The outlook revision reflects our view of the company's financial policy and follows the implementation of our updated rating criteria regarding financial sponsor-controlled firms," said Standard & Poor's credit analyst David Tsui. The ratings on Renaissance Learning Inc. reflect its modest position in a highly fragmented and niche overall instruction materials market, federal and state government budget headwinds and its high financial leverage, with debt to EBITDA of 4.9x as of March 31, 2013. S&P views the company's business risk profile as "weak" and financial risk profile as "highly leveraged." Renaissance Learning's high school penetration rate, highly recurring subscription revenue base, and good free operating cash flow (FOCF) characteristics are partly offsetting factors. Renaissance Learning provides computer-based assessment technology and school improvement programs for Pre-K through 12 schools and districts. The company's products help educators make the practice component of their existing curriculum more effective by providing tools to personalize practice in reading, writing, and math, along with formative assessment and periodic progress- monitoring technology. Renaissance Learning benefits from an established position in the U.S. computer-based assessment market; however, it holds a very modest position in the overall instruction materials market. In the U.S., there are approximately 118,000 Pre-K to 12 schools, of which about 70,000 schools use Renaissance Learning's products, representing a 57% penetration rate, although a lower rate of classroom penetration. The stable outlook reflects Renaissance Learning's continued highly recurring revenue base, stable profitability, positive FOCF generation, and modestly declining debt leverage. S&P would consider an upgrade if the company and its sponsor clarified its financial policy to sustain leverage below 5x, while continuing its growth path and penetration of districtwide sales in the U.S. S&P would revise the outlook to negative if government budget concerns or competitive pressure intensifies, leading to customer attrition, EBITDA declines, and leverage rising above the mid-6x level. RESIDENTIAL CAPITAL: GMAC to Pay $230MM in Fed Foreclosure Deal --------------------------------------------------------------- Linda Chiem of BankruptcyLaw360 reported that bankrupt Residential Capital LLC's subsidiary GMAC Mortgage LLC will pay $230 million to borrowers who lost their homes due to the company's alleged deficient mortgage servicing and foreclosure practices under a deal with the Federal Reserve that secured court approval. According to the report, U.S. Bankruptcy Judge Martin Glenn gave the go ahead for the deal -- an amendment to an April 2011 consent order -- allowing for ResCap and its subsidiary GMAC Mortgage LLC to put $230 million into an escrow account. 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: Metavation Gets OK for $9.5MM DIP Loan ----------------------------------------------------------- Jamie Santo of BankruptcyLaw360 reported that a Delaware bankruptcy judge gave Metavation LLC the green flag to enter proposed $9.5 million debtor-in-possession financing package, one of a slate of pleadings engineered to take the auto parts manufacturer from filing to closing in little more than a month. According to the report, joining parent Revstone Industries LLC and three other affiliates as debtors in the Delaware court, Metavation filed for Chapter 11 after lining up $25 million stalking horse agreement to sell the bulk of its assets to industry rival Dayco. About Revstone Industries, Greenwood Forgings, & US Tool & Engineering Lexington, Kentucky-based Revstone Industries LLC, a maker of truck parts, filed for Chapter 11 bankruptcy (Bankr. D. Del. Case No. 12-13262) on Dec. 3, 2012. Judge Brendan Linehan Shannon oversees the case. In its petition, Revstone estimated under $50 million in assets and debts. Affiliate Spara LLC filed its Chapter 11 petition (Bankr. D. Del. Case No. 12-13263) on Dec. 3, 2012. Lexington-based Greenwood Forgings, LLC (Bankr. D. Del. Case No. 13-10027) and US Tool & Engineering LLC (Bankr. D. Del. Case No. 13-10028) filed separate Chapter 11 petitions on Jan. 7, 2013. Judge Shannon also oversees the cases. A motion for joint administration of the cases has been filed. Duane David Werb, Esq., at Werb & Sullivan, serves as bankruptcy counsel to Greenwood and US Tool. Greenwood estimated $1 million to $10 million in assets and $10 million to $50 million in debts. US Tool & Engineering estimated under $1 million in assets and $1 million to $10 million in debts. The petitions were signed by George S. Homeister, chairman. Metavation, also known as Hillsdale Automotive, LLC, joined parent Revstone in Chapter 11 on July 22, 2013 (Bankr. D. Del. Case No. 13-11831) to sell the bulk of its assets to industry rival Dayco for $25 million, absent higher and better offers. RITE AID: PJC Sells 65.4 Million Common Shares ---------------------------------------------- The Jean Coutu Group (PJC) Inc. reported on Schedule 13D/A filed with the U.S. Securities and Exchange Commission that it sold all of its 65.4 million shares of Rite Aid Corporation common stock. Following that sale, on July 19, 2013, Francois J. Coutu, a member of the Board of Directors of the Company, notified the Company of his resignation as required pursuant to the Amended and Restated Stockholder Agreement, dated Aug. 23, 2006, amended and restated as of June 4, 2007, by and among the Company, Jean Coutu Group and certain Coutu family members. Pursuant to discussions with the Company, Mr. Coutu's resignation will be effective as of Oct. 31, 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. SAAB CARS: Effective Date of Plan Occurred mid-July --------------------------------------------------- As of July 16, 2013, all conditions to consummation of the Third Amended Plan of Liquidation of Saab North America, Inc., set forth in Article 6.1 of the Plan were either satisfied or waived, according to papers filed with the Bankruptcy Court on July 18, 2013. Accordingly, on July 18, 2013, counsel for the Liquidating Trustee sent notice that the Effective Date occurred with respect to the Plan. Pursuant to the Confirmation Order, any creditor who has a claim as a result of rejection of an executory contract, including members of the Dealer Network whose Dealer Sales and Service Agreements were rejected under the Plan, will file a proof of claim within thirty days after the Effective Date. Any claims arising from the rejection of any executory contract, including the Dealer Sales and Service Agreements, that are not timely filed will be forever barred from asserting a claim against the Debtor, its estate and property or the SCNA Liquidation Trust. As reported in the TCR on July 22, 2013, Saab Cars North America Inc., the U.S. subsidiary of the bankrupt Swedish automaker Saab Automobile AB, can emerge from bankruptcy after a judge in Delaware on July 16 signed a confirmation order approving the liquidating Chapter 11 plan. The Liquidation Trustee, upon the liquidation or abandonment of the remaining assets vested with the Liquidation Trust and payment of all expenses incurred by the Liquidation Trustee in the administration of the Liquidation Trust, will distribute the proceeds from such liquidation to the holders of Allowed Claims in order of the priorities set forth in the Plan. Unsecured creditors with claims totaling $77 million were told to expect a recovery between 25 percent and 82 percent. The pool of unsecured claims included about $50 million from the Swedish parent on account of new cars and parts. How much other unsecured creditors recover will depend on the committee's success in knocking out or subordinating the parent's claims, according to the explanatory disclosure statement. The unsecured creditor recovery will also depend on whether dealers end up with valid unsecured claims. Ally Financial Inc. is expected to have a full recovery on its $18.5 million claim secured by cars that were sold. A March 31 balance sheet among the disclosure materials shows the U.S. company as having $26.5 million in cash. About Saab Cars N.A. More than 40 U.S.-based Saab dealerships have signed an involuntary chapter 11 bankruptcy petition for Saab Cars North America, Inc., (Bankr. D. Del. Case No. 12-10344) on Jan. 30, 2012. The petitioners, represented by Wilk Auslander LLP, assert claims totaling $1.2 million on account of "unpaid warranty and incentive reimbursement and related obligations" and/or "parts and warranty reimbursement." Leonard A. Bellavia, Esq., at Bellavia Gentile & Associates, in New York, signed the Chapter 11 petition on behalf of the dealers. Donlin, Recano & Company, Inc. (DRC), has been retained to provide claims and noticing agent services to Saab Cars North America, Inc. in its Chapter 11 case. The dealers want the vehicle inventory and the parts business to be sold, free of liens from Ally Financial Inc. and Caterpillar Inc., and "to have an appropriate forum to address the claims of the dealers," Leonard A. Bellavia said in an e-mail to Bloomberg News. Saab Cars N.A. is the U.S. sales and distribution unit of Swedish car maker Saab Automobile AB. Saab Cars N.A. named in December an outside administrator, McTevia & Associates, to run the company as part of a plan to avoid immediate liquidation following its parent company's bankruptcy filing. Saab Automobile AB is a Swedish car manufacturer owned by Dutch automobile manufacturer Swedish Automobile NV, formerly Spyker Cars NV. Saab Automobile AB, Saab Automobile Tools AB and Saab Powertain AB filed for bankruptcy on Dec. 19, 2011, after running out of cash. On Feb. 24, 2012, the Court, in consideration of the petition filed on Jan. 30, 2012, granted Saab Cars North America, Inc., relief under Chapter 11 of the Bankruptcy Code. Attorneys Stevens & Lee, P.C., and Butzel Long, represent the Debtors as counsel. On March 9, 2012, the U.S. Trustee formed an official Committee of Unsecured Creditors and appointed these members: Peter Mueller Inc., IFS Vehicle Distributors, Countryside Volkwagen, Saab of North Olmstead, Saab of Bedford, Whitcomb Motors Inc., and Delaware Motor Sales, Inc. The Committee tapped Wilk Auslander LLP as general bankruptcy counsel, and Polsinelli PC as its Delaware counsel. SCOTT BRASS: Sun Capital PE Funds Count as Businesses ----------------------------------------------------- Beth Winegarner of BankruptcyLaw360 reported that the First Circuit found that two Sun Capital Partners Inc. private equity funds qualified as businesses, reviving a case over whether the funds became liable for a $4.5 million debt bankrupt Scott Brass Inc. owed a trucking-union pension fund after Sun Capital bought the metals manufacturer. According to the report, the dispute dates back to 2008, when Scott Brass declared bankruptcy and the New England Teamsters and Trucking Pension Fund demanded a $4.5 million payment from it and the Sun Capital funds. In Nov. 2008, three creditors filed involuntary Chapter 11 petition against Cranston, Rhode Island-based Scott Brass, Inc., in the U.S. Bankruptcy Court for the District of Rhode Island (Providence). The case was assigned Case No. 08-13702. SEANERGY MARITIME: Sells Subsidiaries to Satisfy $39.5MM Debt ------------------------------------------------------------- Seanergy Maritime Holdings Corp. has closed on its agreement to sell through its wholly-owned subsidiary, Maritime Capital Shipping Limited, a 100 percent ownership interest in its three vessel-owning subsidiaries to a nominee of the lender, in exchange for a nominal cash consideration and full satisfaction of the underlying loan and other related liabilities. The three subsidiaries own the Handysize dry bulk carriers M/V Asian Grace, M/V African Glory and M/V African Joy and MCS had provided a guarantee under this facility. As of July 19, 2013, in exchange for the sale, approximately $39.5 million of outstanding debt, accrued interest and swap liabilities were discharged and the guarantee provided by MCS was fully released. In connection with the sale of the subsidiaries, the Company's Board of Directors obtained a fairness opinion from an independent third party. The Company also expects a gain of approximately $21 million as a result of the transaction that will be reflected in the third quarter of 2013. Following this transaction, the Company's fleet consists of four dry bulk carriers (two Panamax and two Supramax) with a total carrying capacity of approximately 255,109 dwt and the average age is reduced to 12.4 years, from 13.7 years previously. Stamatis Tsantanis, the Company's chief executive officer, stated: "We are very pleased to announce the closing of the sale of three vessel owning subsidiaries. This transaction results in the further reduction of Seanergy's indebtedness by approximately $39.5 million, and overall, total debt is reduced from $177 million in March 31, 2013 to approximately $135 million today. This is another important step in the Company's restructuring efforts towards a sustainable capital structure that has been ongoing since 2012. Our aim now is to reach an agreement with our remaining lender in order to complete our restructuring plans." About Seanergy Athens, Greece-based Seanergy Maritime Holdings Corp. is an international company providing worldwide seaborne transportation of dry bulk commodities. The Company owns and operates a fleet of seven dry bulk vessels that consists of three Handysize, two Supramax and two Panamax vessels. Its fleet carries a variety of dry bulk commodities, including coal, iron ore, and grains, as well as bauxite, phosphate, fertilizer and steel products. In its audit report on the consolidated financial statements for the year ended Dec. 31, 2012, Ernst & Young (Hellas) Certified Auditors Accountants S.A., in Athens, Greece, expressed substantial doubt about Seanergy Maritime's ability to continue as a going concern. The independent auditors noted that the Company has not complied with the principal and interest repayment schedule and with certain covenants of its loan agreements, which in turn gives the lenders the right to call the debt. "In addition, the Company has a working capital deficit, recurring losses from operations, accumulated deficit and inability to generate sufficient cash flow to meet its obligations and sustain its operations." The Company reported a net loss of $193.8 million on $55.6 million of net vessel revenue in 2012, compared with a net loss of $197.8 million on $104.1 million of net vessel revenue in 2011. As of March 31, 2013, the Company had $93.01 million in total assets, $193.56 million in total liabilities and a $100.54 million total deficit. SEQUENOM INC: Incurs $31 Million Net Loss in Second Quarter ----------------------------------------------------------- Sequenom, Inc., filed with the U.S. Securities and Exchange Commission its quarterly report on Form 10-Q disclosing a net loss of $31.02 million on $34.85 million of total revenues for the three months ended June 30, 2013, as compared with a net loss of $29.61 million on $18.25 million of total revenues for the same period a year ago. For the six months ended June 30, 2013, the Company incurred a net loss of $60.38 million on $73.34 million of total revenues, as compared with a net loss of $54.04 million on $33.17 million of total revenues for the same period during the prior year. As of June 30, 2013, the Company had $192.76 million in total assets, $199.14 million in total liabilities and a $6.38 million total stockholders' deficit. "We are disappointed by the delay in the collection of diagnostic segment revenues during the second quarter, as pressure associated with coding and billing policies on the national level are slowing the timing of reimbursement. We are in the process of working through these challenges and expect to see improvements in collections during the second half of 2013," said Paul V. Maier, Sequenom's CFO. "We have seen remarkable growth in the last year, but we have also identified opportunities for renewed efficiencies with regard to our spending plans in the last half of this year. Going forward, we plan to implement expense reduction initiatives to reduce our net operating loss as we work to improve reimbursement." A copy of the Form 10-Q is available for free at: http://is.gd/pIYBAw About Sequenom Sequenom, Inc. (NASDAQ: SQNM) -- http://www.sequenom.com/-- is a life sciences company committed to improving healthcare through revolutionary genetic analysis solutions. Sequenom develops innovative technology, products and diagnostic tests that target and serve discovery and clinical research, and molecular diagnostics markets. The company was founded in 1994 and is headquartered in San Diego, California. Sequenom disclosed a net loss of $117.02 million in 2012, a net loss of $74.13 million in 2011 and a net loss of $120.84 million in 2010. SIONIX CORP: Taps Rothstein Kass as New Accountants --------------------------------------------------- Sionix Corporation, on July 18, 2013, has engaged Rothstein Kass as its independent registered public accounting firm for the Company's fiscal year ended Sept. 30, 2013. The Company determined it was advisable to change to Rothstein Kass, a Dallas, Texas, based accounting firm, in connection with the previous relocation of the Company's executive offices to Texas. During the two most recent fiscal years and through the Engagement Date, the Company has not consulted with Rothstein Kass. On July 18, 2013, Sionix notified Kabani & Company, Inc., Certified Public Accountants, that it was dismissed as the Company's independent registered public accounting firm. Except as noted in the paragraph immediately below, the reports of Kabani on the Company's financial statements for the years ended Sept. 30, 2012, and 2011 did not contain an adverse opinion or disclaimer of opinion, and such reports were not qualified or modified as to uncertainty, audit scope, or accounting principle. The reports of Kabani on the Company's financial statements as of and for the years ended Sept. 30, 2012, and 2011 contained explanatory paragraphs which noted that there was substantial doubt as to the Company's ability to continue as a going concern because the Company had suffered recurring losses and negative cash flow from operations. During the years ended September 30, 2012 and 2011, the Company has not had any disagreements with Kabani on any matter of accounting principles or practices. About Sionix Corp. Los Angeles, Calif.-based Sionix Corporation designs, develops, markets and sells cost-effective water management and treatment solutions intended for use in the oil and gas, agriculture, disaster relief, and municipal (both potable and wastewater) markets. Sionix incurred a net loss of $5.76 million for the year ended Sept. 30, 2012, compared with a net loss of $6.30 million during the prior year. The Company's balance sheet at March 31, 2013, showed $1.01 million in total assets, $8.95 million in total liabilities and a $7.93 million total stockholders' deficit. Kabani & Company, Inc., in Los Angeles, California, issued a "going concern" qualification on the consolidated financial statements for the year ended Sept. 30, 2012. The independent auditors noted that the Company has incurred cumulative losses of $37,560,000. In addition, the company has had negative cash flow from operations for the years ended Sept. 30, 2012, of $2,568,383. These factors raise substantial doubt about the Company's ability to continue as a going concern. SOUTH LAKES DAIRY: Accord With Golden State, J.D. Heiskell Okayed ----------------------------------------------------------------- At the behest of South Lakes Dairy Farm, the Hon. W. Richard Lee of the U.S. Bankruptcy Court for the Eastern District of California approved two separate stipulations the Debtor entered into with Golden State Feed & Grain, LLC, and J.D. Heiskell & Co., Inc. and J.D. Holdings, LLC. The stipulation with Golden State provides that, among other things: 1. the value of the collateral securing repayment of the amounts owed to Golden State pursuant to the Dairy Cattle Supply lien filed by Golden State on Aug. 7, 2012, is $0; 2. Golden State will be allowed a secured claim of $0; 3. Golden State will be allowed a claim with the administrative priority in the amount of $25,182, of which $15,475 has been paid; and 4. Golden State will be allowed a general unsecured claim of $1,185,271. Golden State will retain its Dairy Cattle Supply lien with the same priority that existed at the time of the filing of the Debtor's Chapter 11 case. A copy of the stipulation is available for free at: http://bankrupt.com/misc/SOUTHLAKES_collateral_stipulation.pdf The stipulation with J.D. Heiskell provides that, among other things: 1. the value of the collateral securing repayment of the amounts owed to J.D. Heiskell pursuant to the Dairy Cattle Supply Lien on Aug. 8, 2012, is $0; 2. J.D. Heiskell will be allowed a secured claim of $0; 3. J.D. Heiskell will be allowed a claim with administrative priority in the amount of $5,104 of which $3,136 has been paid; and 4. J.D. Heiskellwill be allowed a general unsecured claim of $1,131,762. J.D. Heiskell will retain its Dairy Cattle Supply Lien with the same priority that existed at the time of the Debtor's Chapter 11 case. Hagop T. Bedoyan, Esq., at Klein, Denatale, Goldner, Cooper, Resenlieb & Kimball, LLP, represents the Debtor as counsel. A copy of the stipulation is available for free at: http://bankrupt.com/misc/SOUTHLAKES_collateral_stipulationb.pdf About South Lakes Dairy South Lakes Dairy Farm is a California partnership engaged in the dairy cattle4 and milking business. The partnership filed a bare- bones Chapter 11 petition (Bankr. E.D. Calif. Case No. 12-17458) in Fresno, California on Aug. 30, 2012, disclosing $19.5 million in assets and $25.4 million in liabilities in its schedules. The Debtor said it has $1.97 million in accounts receivable charged to Dairy Farmers of America on account of milk proceeds, and that it has cattle worth $12.06 million. The farm owes $12.7 million to Wells Fargo Bank on a secured note. Bankruptcy Judge W. Richard Lee presides over the case. Jacob L. Eaton, Esq., at Klein, DeNatale, Goldner, Cooper, Rosenlieb & Kimball, LLP, in Bakersfield, Calif., represents the Debtor as counsel. The Debtor tapped A&M Livestock Auction, Inc., to auction livestock. August B. Landis, the Acting U.S. Trustee for Region 17, appointed seven creditors to serve in the Official Committee of Unsecured Creditors. The Official Committee of Unsecured Creditors tapped Blakeley & Blakeley LLP as its counsel. The Plan filed in the Debtor's case contemplates that the Debtor will continue to operate its dairy business after confirmation. The Debtor will make payments to its secured claimants, allowed convenience claims, which consist of allowed general unsecured claims of $3,500 or less, and general unsecured claims in excess of $3,500 under the Plan from its operating income. STELLAR BIOTECHNOLOGIES: "C. diff" Accepted for Presentation ------------------------------------------------------------ Stellar Biotechnologies, Inc., said that a preclinical abstract on KLH-conjugate vaccine for Clostridium difficile infection has been accepted for oral presentation at the 8th International Conference on the Molecular Biology and Pathogenesis of the Clostridia (ClostPath 8) to be held in Queensland, Australia Oct. 22-26, 2013. ClostPath is the preeminent scientific conference in the field of clostridial pathogenesis and covers the latest discoveries presented by leading international researchers. The abstract titled "An Anti-C. difficile PSII Polysaccharide-KLH Conjugate Vaccine is Efficacious in Mice" is the result of preclinical research conducted together by scientists from Stellar and the University of Guelph (Ontario, Canada). The abstract highlights data that suggest that a PSII polysaccharide conjugated to Keyhole Limpet Hemocyanin (KLH) may be effective in stimulating immunity against Clostridium difficile infection. Stellar and Guelph are working together under research and license option arrangements forged last year around the two groups' shared interest in developing novel, non-antibiotic methods to treat the devastating C. diff infection. 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. SUN BANCORP: Unit Director of Consumer Banking Resigns ------------------------------------------------------ Sun Bancorp, Inc., was advised that Edward Malandro, III, executive vice president and Director of Consumer Banking of Sun National Bank, the Company's wholly-owned subsidiary, would resign his position effective as of July 19, 2013. About Sun Bancorp Sun Bancorp, Inc. (NASDAQ: SNBC) is a $3.23 billion asset bank holding company headquartered in Vineland, New Jersey, with its executive offices located in Mt. Laurel, New Jersey. Its primary subsidiary is Sun National Bank, a full service commercial bank serving customers through more than 60 locations in New Jersey. The Company's balance sheet at March 31, 2013, showed $3.227 billion in total assets, $2.963 billion in total liabilities, and stockholders' equity of $264.3 million. On April 15, 2010, Sun National Bank entered into a written agreement with the OCC which contained requirements to develop and implement a profitability and capital plan which provides for the maintenance of adequate capital to support the Bank's risk profile in the current economic environment. SUN BANCORP: Reports $678,000 Net Income in Second Quarter ---------------------------------------------------------- Sun Bancorp, Inc., reported net income available to common shareholders of $678,000 on $25.71 million of total interest income for the three months ended June 30, 2013, as compared with net income available to common shareholders of $1.31 million on $29.40 million of total interest income for the same period during the prior year. For the six months ended June 30, 2013, the Company posted net income available to common shareholders of $3.13 million on $52.79 million of total interest income, as compared with a net loss available to common shareholders of $26.76 million on $58.80 million of total interest income for the same period a year ago. As of June 30, 2013, the Company had $3.20 billion in total assets, $2.94 billion in total liabilities and $261.66 million in total shareholders' equity. "This quarter, we continued to focus on improvement of our asset quality profile, positioning the balance sheet for a rising rate environment, and plans to deploy the excess liquidity we created in this process into stronger earning assets," said Thomas X. Geisel, Sun's president and chief executive officer. "For the remainder of the year, we will sustain ongoing efforts to advance our corporate strategy, achieve opportunistic growth, further reduce risk and provide unsurpassed service to our customers." A copy of the press release is available for free at: http://is.gd/tNTypj About Sun Bancorp Sun Bancorp, Inc. (NASDAQ: SNBC) is a $3.23 billion asset bank holding company headquartered in Vineland, New Jersey, with its executive offices located in Mt. Laurel, New Jersey. Its primary subsidiary is Sun National Bank, a full service commercial bank serving customers through more than 60 locations in New Jersey. On April 15, 2010, Sun National Bank entered into a written agreement with the OCC which contained requirements to develop and implement a profitability and capital plan which provides for the maintenance of adequate capital to support the Bank's risk profile in the current economic environment. TALLGRASS ENERGY: Court Denies Application for CCAA Protection -------------------------------------------------------------- Tallgrass Energy Corp. on July 29 disclosed that, the Company's application for protection under the Companies Creditors Arrangement Act (the "CCAA") was denied by the Alberta Court of Queen's Bench on Friday July 26, 2013. The Court instead granted the secured creditors application to appoint Grant Thornton Limited as receiver and manager over the property and assets of the Company. More information on the receivership will be available shortly on the Receiver's website at http://www.grantthornton.ca/services/reorg/creditor_updates#T The Receiver can be contacted with respect to any questions concerning the assets and liabilities of the Company and will be in charge of managing the day to day affairs during the period of its appointment. The Board of Directors will remain in place to assess possible financing options to discharge the receiver and provide further funding to the Company. Headquartered in Calgary, Tallgrass Energy Corp., formerly Anglo Canadian Oil Corp. -- http://www.tallgrassenergy.ca-- is a junior oil and gas company engaged in the exploration, development and exploitation of oil and gas reserves in Western Canada. Anglo has a land position in the oil rich Nordegg Member formation, comprising 269 sections (172,160 acres) in and around the Grande Prairie region of North Western Alberta. Anglo holds a 100% interest in this dominant position. In March 2011, Anglo secured 34,456 net hectares of lands principally targeting the Duvernay and Beaverhill Lake oil prone formations in Central Alberta. Anglo produces heavy oil from its 20 section (12,800) 100% interest in a Bakken play in South West Saskatchewan. Its properties include Nordegg Play and Bakken Play. Effective December 31, 2012, Anglo and Tallgrass Energy Corp. (Tallgrass) completed a plan of arrangement (the Arrangement) the amalgamation of Anglo and Tallgrass. The resulting amalgamated company continue under the name Tallgrass Energy Corp. TRENDSET INC: Ch.11 Trustee Hires Bishops to Conduct Probe ---------------------------------------------------------- Katie Goodman, as Chapter 11 trustee for Trendset Inc., asks the U.S. Bankruptcy Court for the District of South Carolina for permission to employ Bishops Services, Inc., to provide investigative services including asset search investigation relating to assets, holdings and financial wherewithal of the Debtor and certain affiliated entities and persons. The negotiated fee for Bishops' engagement is $23,000, with half of the amount payable immediately as an upfront retainer. The trustee seeks immediate authority to pay Bishops the retainer amount of $11,500, and to pay Bishops the remaining $11,500 at the conclusion of its investigation. The trustee relates that the investigation by Bishops may take a month or more to complete, and the Trustee believe that Bishops immediate retention is in the best interests of the estate. To the best of the trustee's knowledge, Bishops is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. 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, and is represented by Michael M. Beal at McNair Law Firm, P.A. 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. The Debtor disclosed $5,858,667 in assets and $68,898,068 in liabilities as of the Chapter 11 filing. 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. VANTAGE PIPELINE: S&P Assigns 'BB-' CCR; Outlook Stable ------------------------------------------------------- Standard & Poor's Ratings Services said it assigned its 'BB-' long-term corporate credit rating to Calgary, Alta.-based Vantage Pipeline Canada ULC and Vantage Pipeline US L.P. (collectively, Vantage). The outlook is stable. "The ratings on Vantage reflect our assessment of the company's "satisfactory" business risk profile and "highly leveraged" financial risk profile," said Standard & Poor's credit analyst Gerry Hannochko. Vantage will construct an ethane pipeline that has a 10-year take- or-pay transport agreement for 50% of the pipeline capacity with Nova Chemicals Corp. that provides stable cash flows. S&P believes that offsetting the strengths is that the company relies on one contracted speculative-grade shipper and one supply source, and has a single pipeline asset. In addition, there is construction risk because the pipeline is set to be completed in October 2013 for an early November 2013 in-service date. After construction, S&P expects the company to have a very high degree of financial leverage Vantage is a private company that is constructing a high vapor pressure, 10-inch liquid ethane pipeline between Hess Corp.'s Tioga natural gas processing facility in North Dakota and an interconnect with the Alberta Ethane Gathering System near Empress, Alta. The 40,000 barrel per day (bbl/d) pipeline will run for more than 700 kilometers and have two pumping stations. S&P forecasts EBITDA of approximately US$20 million in 2014, which it expects to be the first full year of operation. Vantage expects to issue US$225 million of seven-year, first-lien senior secured term loans, and a US$15 million revolving credit facility to finance letters of credit for a debt service reserve account. In addition to the term debt, the owners will contribute approximately US$126 million of equity to finance the US$351 million total cost of the pipeline. "In our opinion, a key credit strength is the capacity commitment from Nova, which accounts for 50% of the pipeline's capacity. The contract will provide low-volatility cash flows to Vantage, and will support debt servicing. In addition, all available ethane at the Tioga plant will be dedicated to Nova for shipment. We expect that volumes beyond the contracted minimum with Nova (ramping to 20,000 bbl/d in 2015) will be available for the pipeline. Nova has signed a five-year agreement to operate the pipeline. A facilities termination backstop will provide for a cash payment to Vantage if the contract is not extended at the end of the 10-year term. This payment is a minimum of US$10 million, and varies with the cumulative revenues the pipeline earns through fixed capital tolls--the payment is expected to keep debtholders whole if the project does not generate enough cash flow to repay the amortizing debt," S&P said. "The stable outlook reflects our expectations that the pipeline will be completed by fourth-quarter 2013 within the expected construction budget of approximately USC$330 million. An upgrade is unlikely in our two-year outlook horizon unless the financial metrics improve to approximately 15% AFFO-to-debt or 4.5x adjusted debt-to-EBITDA, which could occur with additional long-term contracted volumes. We will continue to cap the rating on Vantage at the rating on Nova, unless there is significant diversity of shippers -- a situation we do not expect to occur. A downgrade during the outlook period is unlikely because the minimum contracted volumes and tariffs provide support for debt service and liquidity. However, any negative changes to the ethane transport, ethane supply, and facilities transportation backstop agreements could trigger a downgrade," S&P added. VANTAGE PIPELINE: New $225MM Term Loan Gets Moody's (P)Ba2 Rating ----------------------------------------------------------------- Moody's Investors Service assigned a (P)Ba2 senior secured rating to Vantage Pipeline Canada ULC and Vantage Pipeline US LP's proposed 7 year $225 million Term Loan B; the outlook is stable. Vantage Pipeline Canada ULC and Vantage Pipeline US LP will cross guarantee each other's debt and the combined debt will be serviced from the combined net cash flows of both companies. Vantage Pipeline's (P)Ba2 senior secured rating reflects the fact that, until additional ethane transportation contracts are entered into, 100% of Vantage Pipeline's revenues will be derived from NOVA and thus NOVA's rating acts as a constraint. Moody's expects that Vantage Pipeline will be well positioned to attract additional transportation agreements given that it connects an area of increasing ethane supply with one of growing supply shortages. In the meantime, NOVA has contracted for minimum volumes to be transported on the pipeline which, together with largely unsecured termination payments, should be sufficient to retire all the debt being issued by the end of the NOVA 10-year ethane transportation contract. While Vantage Pipeline remains exposed to some risks including an escalation of operating costs, availability risk, higher interest rates, and refinancing risk, Vantage Pipeline's ability to repay all the debt before the expiry of the NOVA contract is resilient to a number of downside scenarios due to the cash sweep mechanisms being implemented. Construction risk is deemed to be manageable given that a substantial portion of the pipeline is already built and that the asset is not complex to build. The outlook is stable reflecting the expectation that the construction will be completed on time and budget, the equity sponsors will continue to support the project in case of construction cost overruns and the minimum contracted volumes will underpin a stable DSCR once the asset is in operations. The rating is unlikely to be upgraded until additional ethane transportation agreements are signed up and until the construction is completed. The rating could be downgraded if construction is delayed beyond December 31, 2013 without a corresponding agreement with NOVA to extend the construction completion deadline and without additional equity injections. Once in operation, the rating could be downgraded if the DSCR falls below 1.50x. The principal methodology used in this rating was Generic Project Finance Methodology published in December 2010. Vantage Pipeline Canada ULC and Vantage Pipeline US LP together own and are constructing a pipeline to source ethane produced in North Dakota's Williston Basin and transport it to Alberta where it will be used as feedstock by NOVA Chemicals Corporation (NOVA, Ba1 corporate family rating, stable) at its Joffre petrochemical complex. Both entities are indirectly owned by Riverstone/Carlyle Global Energy and Power Fund IV L.P. (99%) and by management (1%). WCI COMMUNITIES: Moody's Assigns 'B3' Rating to $200MM Notes ------------------------------------------------------------ Moody's Investors Service assigned to WCI Communities, Inc., a B3 corporate family rating, a B3-PD probability of default rating a B3 rating to the company's proposed $200 million senior unsecured notes due 2021 and an SGL-2 speculative grade liquidity rating. The rating outlook is stable. This is the first time Moody's has assigned ratings to this issuer since the ratings were withdrawn in 2008. The following rating actions were taken: Corporate family rating, assigned B3; Probability of default rating, assigned B3-PD; $200 million senior unsecured notes due 2021, assigned B3, LGD4- 54%; Speculative grade liquidity rating, assigned SGL-2; The rating outlook is stable. WCI raised approximately $90 million in an initial public offering of common stock, intends to raise $200 million in senior unsecured notes due 2021, and establish a $75 million senior unsecured revolving credit facility due 2017. The net proceeds from these offerings will be used to retire the company's existing $125 million senior secured notes due 2017, with the remainder to be applied towards land acquisitions, home construction and general corporate purposes. As a result of these transactions, the company's cash balance is expected to increase by about $160 million, while the homebuilding debt to capitalization ratio is expected to remain unchanged at about 47%. The transactions are credit enhancing as they nearly double the company's equity balance, put in place permanent financing and extend debt maturities to 2021, as well as improve liquidity by raising cash balances and establishing an unsecured revolving credit facility. Ratings Rationale: The B3 corporate family rating reflects WCI's small size and scale compared to its nationally diversified public peers who are able to benefit from higher operating efficiencies and purchasing economies of scale. The rating is also constrained by the company's 100% concentration in the Florida markets, limited time in its current post-bankruptcy configuration, and weak interest coverage metrics. At the same time, the company's small size and limited diversity are to a degree mitigated by its Amenities business, the significant amount of revenue generated by the high price point product within its master planned communities, and healthy gross margins of 20% company-wide and about 30% in its homebuilding operations alone. The rating is also supported by WCI's modest financial leverage of 47% and Moody's expectation that debt leverage will trend down with the help of positive earnings generation, by an equity balance enhanced by the IPO, good positions in Florida's established markets with attractive growth prospects, modest speculative home building percentage, and long land supply, obviating the immediate need to invest in land. The stable outlook reflects Moody's expectation of continued recovery in the homebuilding industry as well as WCI's solid positions in its Florida markets. WCI's good liquidity position is reflected in its SGL-2 speculative grade liquidity rating. Liquidity is supported by the expected cash balance of $245 million following an initial public offering of common stock and the $200 million proposed debt offering, the availability under its new $75 million senior unsecured revolving credit facility due 2017, and lack of debt maturities until 2021. Liquidity is constrained by negative cash flow from operations as the company invests in land and by the need to maintain covenant compliance ratios. The rating could be upgraded if the company significantly expands its size and scale, keeps gross margins above 20%, and maintains a conservative approach to financial leverage and sufficient liquidity. The rating could experience downward pressure if the company engages in aggressive land expenditures that would impair liquidity, experiences sharp profitability declines, or drives debt leverage above 60%. The principal methodology used in this rating was the Global Homebuilding Industry Methodology published in March 2009. Other methodologies used include Loss Given Default for Speculative- Grade Non-Financial Companies in the U.S., Canada and EMEA published in June 2009. WCI Communities, Inc., headquartered in Bonita Springs, is a Florida-based homebuilder and a developer of master planned communities. The company focuses on move-up, second home and active adult buyers, and operates three business segments, including Homebuilding, Real Estate Services (brokerage and title services), and Amenities within its communities. In 2012, the company's average home selling prices reached $396,000. In the last twelve months ending March 31, 2013, WCI generated $262 million in revenues and $58 million in net income. WCI COMMUNITIES: S&P Assigns 'B-' CCR & Rates $200MM Notes 'B' -------------------------------------------------------------- Standard & Poor's Ratings Services said it assigned a 'B-' corporate credit rating to WCI Communities Inc. The outlook is stable. At the same time, S&P assigned a 'B' issue-level rating and a '2' recovery rating to the homebuilder's proposed offering of $200 million of unsecured notes due 2021. The '2' recovery rating indicates prospects for a substantial (70% to 90%) recovery of principal for senior unsecured noteholders in the event of payment default. The company plans to use proceeds from the notes offering to retire $125 million of outstanding senior secured notes. The remaining proceeds of approximately $71.5 million, net of fees, will be used for general corporate purposes including future land acquisition and development, and home construction. "The ratings on WCI reflect the homebuilder's vulnerable business risk profile characterized by its small, geographically concentrated operating platform," said Standard & Poor's credit analyst Susan Madison. As of March 31, 2013, WCI operated in 20 neighborhoods situated in nine master-planned communities, all located in coastal regions of Florida. In S&P's view, WCI's financial risk profile is "highly leveraged". Under S&P's base-case forecast, it expects debt to EBITDA to exceed 7x at year-end 2013 and EBITDA interest coverage to be less than 2x. Debt to total book capital is more moderate, in the high 30% area. However, in S&P's view, the book value of the company's inventory, which consists primarily of land in coastal Florida and homes under construction, could be subject to meaningful impairments in the event of a housing downturn. The stable outlook reflects S&P's expectation that WCI will grow revenues and EBITDA significantly over the next 12 to 18 months driven by higher home sales volumes, sales price appreciation, and 200 bps improvement in EBITDA margins as the company is able to leverage a larger operating platform. As a result, S&P expects credit metrics to improve, with debt to EBITDA declining to the mid-5x area and interest coverage exceeding 2x by year-end 2014. S&P could raise its rating to 'B' if WCI outperforms its base-case expectations and debt to EBITDA approaches the 5x area and EBITDA interest coverage improves to the 3x area. Under an upgrade scenario S&P would also expect that improved operating profitability enables the company to largely fund working capital requirements internally. S&P could lower the rating if leverage levels rise from the current high-7x area, liquidity becomes constrained, or if the company fails to meet our base-case growth expectations. * Downgrades Form Bulk of Moody's Public Finance Rating Changes --------------------------------------------------------------- Rating downgrades during the second quarter of 2013 continued to make up approximately four fifths of public finance rating changes, says Moody's Investors Service in its "US Public Finance Rating Revisions: High Pace of Downgrades Continues." Out of 264 rating changes during the quarter, 219 were downgrades, a percentage essentially unchanged from the previous quarter. "We expect the high pace of downgrades to continue in 2013 for most sectors," says Moody's Assistant Vice President Eileen Hawes. "Although the US economy overall continues to indicate a trend of slow recovery, there are regional and intra-regional differences in the pace of recovery, and revenue and budgetary challenges remain for many entities." The par amount of debt downgraded rose sharply in the second quarter, to $92 billion from $27 billion in the first quarter. A few large downgrades, however, made up more than half of the second quarter total. The largest rating action during the quarter, accounting for a third of the total par amount downgraded across US public finance, was the downgrade of the rating on $32 billion of the State of Illinois' general obligation and sales tax bonds to A3 with a negative outlook, from A2. The state's ongoing pension funding burdens and the looming expiration of income tax increases led to the downgrade. "The largest downgrades were in different sectors across public finance, demonstrating that widespread negative pressures continue to make it difficult for credit conditions to stabilize," says Moody's Hawes. In the local government sector, downgrades of the City of Detroit as well as Detroit Water and Detroit Sewer reflected the growing risk of a bankruptcy filing and accounted for nearly half of the $19.9 billion by par value that Moody's downgraded in the sector during the second quarter. The infrastructure sector experienced several actions involving large amounts of debt, including the downgrade of The Long Island Power Authority's (LIPA) $7 billion in debt because of the utility's weak liquidity and reliance on an unpredictable reimbursement from FEMA pertaining to Superstorm Sandy. Moody's also downgraded the rating on Puerto Rico Electric Power Authority's $8.2 billion of debt, largely because of its link to Puerto Rico's weakened economy and parent government credit. Among higher education credits, Moody's downgraded the rating on Rutgers University to Aa3, affecting $1.8 billion of debt, because of the higher leverage resulting from its takeover of most of the University of Medicine and Dentistry's (NJ) operating units. However, in the sector, the five upgrades during the quarter were nearly even with the seven downgrades. In the not-for-profit hospital sector, Moody's downgraded 14 hospitals and upgraded seven. Eleven of the 14 downgraded hospitals were small-sized providers, an indication that the smaller providers are more vulnerable to the negative pressures facing the industry than the larger ones. In the housing sector there were 45 downgrades to only two upgrades, but 36 of the downgrades had as a factor a change in Moody's rating methodology for stand-alone housing bond programs with credit enhanced mortgages. * Hunton & Williams Promotes Two Litigators to Counsel ------------------------------------------------------ Hunton & Williams LLP on July 29 announced the promotion to Counsel of Tara L. Elgie and Christopher H. Taylor. Through their many accomplishments, Ms. Elgie and Mr. Taylor have distinguished themselves as excellent lawyers and valued members of the litigation practice group while continuing to demonstrate their commitment to the firm's clients. Tara Elgie, of the Richmond office, is a member of the bankruptcy, restructuring and creditor's rights practice group. She focuses her practice on bankruptcy and creditors' rights litigation. Ms. Elgie has experience advising commercial, consumer and mortgage lenders in litigation and compliance matters and regularly represents clients in litigation pending in the bankruptcy courts, federal district courts and in Virginia state courts. Ms. Elgie graduated from Gettysburg College, received a law degree from the University of Richmond School of Law, and held a judicial clerkship with the U.S. Bankruptcy Court for the Eastern District of Virginia. Hunton & Williams regularly handles major bankruptcy and creditors' rights representations for a wide range of national institutional and other clients in federal and state courts across the United States, including the traditional bankruptcy forums of the Southern District of New York and the District of Delaware. Chris Taylor, of the Austin office, is a member of the energy and environmental litigation practice group. He focuses on complex commercial and civil litigation disputes, allowing him to represent plaintiffs and defendants in a wide variety of disputes in state and federal trial courts, arbitration, administrative proceedings, and appeals. Mr. Taylor graduated from Texas A&M University and received a law degree from The University of Texas School of Law. In addition to his law practice, Mr. Taylor serves as the board president of Texans Care for Children, a non-profit that advocates for children's health and welfare. Hunton & Williams' energy and environmental practices have been ranked among the preeminent practices nationally, most recently as "Practice Group of the Year" for 2012 by Law360. Combining the strengths of the firm's regulatory and litigation teams, the energy and environmental litigators practice throughout the United States, handling complicated matters arising under both federal and state environmental laws. About Hunton & Williams LLP Hunton & Williams LLP -- http://www.hunton.com-- provides legal services to corporations, financial institutions, governments and individuals, among other entities. Founded in 1901, Hunton & Williams has grown to more than 800 lawyers serving clients in 100 countries from 19 offices around the world. Its practice has a strong industry focus on real estate, energy, financial services and life sciences, and the firm's experience extends to practice areas including bankruptcy and creditors' rights, commercial litigation, corporate transactions and securities law, intellectual property, international and government relations, regulatory law, products liability, and privacy and cybersecurity. * Michael A. McConnell Bags 2013 A. Sherman Christensen Award ------------------------------------------------------------- Michael A. McConnell, Esquire, has been selected to receive the prestigious A. Sherman Christensen Award by the American Inns of Court. The award will be presented at the annual American Inns of Court Celebration of Excellence at the Supreme Court of the United States on October 19, 2013; the event will be hosted by Associate Justice Elena Kagan. Mr. McConnell is a partner with the law firm of Kelly Hart & Hallman in Fort Worth, Texas, and serves as chairman of the firm's Business Reorganization and Bankruptcy practice group. He is a former U.S. Bankruptcy Judge from the Northern District of Texas and has served as a Chapter 11 Operating Trustee and Chapter 11 Examiner in several complex cases. He has also been involved in a variety of business, litigation, and commercial law engagements. A co-founder and charter member of the Eldon B. Mahon American Inn of Court in Fort Worth and the Honorable John C. Ford American Inn of Court in Dallas, McConnell has been extensively involved in the American Inns of Court movement for the past two decades. He has served as chairman of two national symposiums, including the 2013 American Inns of Court National Symposium held in May in New Orleans. He has served on the American Inns of Court Board of Trustees and is active on its Leadership Council. Mr. McConnell earned his undergraduate degree from Loyola University of the South and attended law school at the University of Texas. He is a member of the American Law Institute and a Fellow of the American College of Bankruptcy. The A. Sherman Christensen Award is bestowed upon a member of an American Inn of Court who, at the local, state, or national level, has provided distinguished, exceptional and significant leadership to the American Inns of Court movement. The award is named for the founder of the first American Inn of Court, and is funded by an endowment established by LexisNexis. Headquartered in Alexandria, Virginia, The American Inns of Court -- http://www.innsofcourt.org-- fosters excellence in professionalism, ethics, civility, and legal skills. The organization's membership includes more than 30,000 federal, state, and local judges; lawyers; law professors; and law students in more than 360 chapters nationwide and more than 97,000 alumni members. * 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 3,772.7 (181.0) 473.3 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 26,216.0 (8,216.0) (1,034.0) 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 111.8 (11.9) (9.4) 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 BIOCRYST PHARM BCRX US 46.9 (2.8) 24.1 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) BUILDERS FIRSTSO BLDR US 505.5 (8.5) 188.3 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) DIAMOND RESORTS DRII US 1,053.8 (99.1) 674.4 DIRECTV DTV US 20,650.0 (5,748.0) 69.0 DOMINO'S PIZZA DPZ US 468.8 (1,328.8) 73.7 DUN & BRADSTREET DNB US 1,902.0 (1,097.0) (194.9) DYAX CORP DYAX US 70.7 (37.0) 50.8 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 HUTC US 110.2 (101.6) (113.8) HUGHES TELEMATIC HUTCU 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 3,335.0 (1,855.0) 1,587.0 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 MDCA US 1,389.4 (16.6) (204.5) MDC PARTNERS-A MDZ/A CN 1,389.4 (16.6) (204.5) 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 5,075.8 (148.2) 30.1 MORGANS HOTEL GR MHGC US 583.6 (148.2) 104.5 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) 5.2 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 37,140.0 (3,929.0) 2,049.0 PHILIP MRS-BDR PHMO11B BZ 37,140.0 (3,929.0) 2,049.0 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 0.1 (1.3) (1.4) SUPERVALU INC SVU US 4,691.0 (1,084.0) 2.0 TAUBMAN CENTERS TCO US 3,302.5 (184.4) - THRESHOLD PHARMA THLD US 113.9 (21.8) 88.3 TOWN SPORTS INTE CLUB US 414.5 (43.7) (14.3) ULTRA PETROLEUM UPL US 2,035.4 (562.2) (293.0) UNISYS CORP UIS US 2,275.8 (1,536.0) 412.2 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 2,524.8 (273.9) 312.7 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 933.6 (281.6) (11.1) 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 ***