/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/130905.mbx T R O U B L E D C O M P A N Y R E P O R T E R Thursday, September 5, 2013, Vol. 17, No. 246 Headlines 1ST FINANCIAL: Signs Merger Agreement with First Citizens ACTIVECARE INC: Incurs $3.2 Million Net Loss in June 30 Quarter ACTIVISION BLIZZARD: Moody's Assigns Ba1 CFR & Ba2 Debt Rating ACTIVISION BLIZZARD: S&P Assigns 'BB+' Corp. Credit Rating AGFEED INDUSTRIES: Withdraws Bid to Employ Mackinac Partners AGFEED INDUSTRIES: Can Employ Young Conaway as Counsel AK STEEL: Weak Steel Market Prompts Moody's to Lower CFR to B3 ALLIED SYSTEMS: Ch. 11 Auction Called A 'Sham' by Losing Bidder AMC ENTERTAINMENT: IPO No Impact on Moody's 'B2' CFR AMERICAN AXLE: Fitch Affirms 'B+' Issuer Default Rating AMERICAN POWER: Files Copy of Conference Call Transcript with SEC ARCHDIOCESE OF MILWAUKEE: Judge Asked by Creditors to Leave Case ARSLOANE ACQUISITION: S&P Assigns 'B+' Corp. Credit Rating AS SEEN ON TV: Sells eDiets' Fresh Meal Delivery Business BBX CAPITAL: Bluegreen Posts $26MM Income in Half Year 2013 BIOZONE PHARMACEUTICALS: Sells $2 Million Convertible Notes BON-TON STORES: Board Declares Dividends of 5 Cents Per Share BROADCAST INTERNATIONAL: Inks 3rd Amendment to Merger Agreement BROADWAY FINANCIAL: PEFR Held 9.9% Equity Stake at Aug. 22 BROADWAY FINANCIAL: Completes Recapitalization CALUMET SPECIALTY: S&P Raises CCR to 'B+'; Outlook Stable CAMCO FINANCIAL: BKD LLP Replaces Plante & Moran as Accountants CARL'S PATIO: Unsecured Creditors' Recovery Up to 4.7% Under Plan CATHEDRAL CITY: S&P Raises Rating on Allocation Bonds to 'B+' CELL THERAPEUTICS: Parent Had $6MM Financial Standing at July 31 CENGAGE LEARNING: Apax Partners Protests Chapter 11 Plan Outline CLAIRE'S STORES: Incurs $20.7 Million Net Loss in Second Quarter COALINGA REGIONAL: S&P Lowers Rating on 2008A COPs to 'B-' COMARCO INC: Insured by Hartford in "Chicony" Litigation COMMUNITY ACADEMY: S&P Lowers Rating on 2007 Revenue Bonds to 'B+' COMSTOCK MINING: Completes $8.75 million Public Offering CONNECTOR 2000: Insurer Must Back Bonds of Bankrupt Operator COOPER-BOOTH: Gets Extension to File Its Chapter 11 Plan COOPER-BOOTH: Cash Collateral Stipulation Hearing on Dec. 18 COOPER-BOOTH: Deadline to File Chapter 11 Plan on November 17 COOPER-BOOTH: Has Until March 31 to Decide on Bardon Lease CYCLONE POWER: CEO Remains Optimistic About Company's Future DECARLO APARTMENTS: Voluntary Chapter 11 Case Summary DEMCO INC: Hires Freed Maxick as Accountants DETROIT, MI: Hearing Set on Whether Snyder, et al., Can Be Deposed DETROIT, MI: Pension Funds at Risk of Losing Millions E-DEBIT GLOBAL: Yet to Set Date of Special Shareholders Meeting EARL GAUDIO: U.S. Trustee Appoints 5-Member Creditors Panel EARL GAUDIO: Can Employ First Midwest Bank as Custodian EARL GAUDIO: Court Approves Ice Miller as Counsel EASTMAN KODAK: Files Copy of Plan & Confirmation Order with SEC EDENOR SA: Posts Ps.1.8 Billion Profit in Second Quarter ELBIT IMAGING: Incurs NIS471.4 Million Net Loss in 2nd Quarter ELEPHANT TALK: Borrows EUR4 Million From Saffelberg Investments ENOVA SYSTEMS: Board OKs Grant of 4.4MM Shares Option to CEO EXIDE TECHNOLOGIES: Asks Court to Halt $115MM Calif. Plant Suit FIBERTOWER CORP: Asks Judge to Block Lawsuit Against Leaders FINJAN HOLDINGS: Files Patent Suit Against Blue Coat Systems FLORIDA GAMING: Lenders Call for Trustee in Ch. 11 Case FREESEAS INC: Issues 2.9MM Add'l Settlement Shares to Hanover FREESEAS INC: Ion Varouxakis, et al., to Sell 2.5MM Shares FURNITURE BRANDS: Director Quits GATEHOUSE MEDIA: Newcastle Plans to Convert Debt Into Equity GATEHOUSE MEDIA: Said to File Prepack Bankruptcy Next Week GENERAL STEEL: Incurs $63.7 Million Net Loss in Second Quarter GENOIL INC: Incurs C$358,000 Net Loss in Second Quarter GETTY IMAGES: Moody's Eyes Downgrade Over Weak 2Q2013 Results GREYSTONE LOGISTICS: Delays 2013 10-K for Lack of Personnel HI-WAY EQUIPMENT: Court Approves 2nd Amended Disclosure Statement HIGH LINER: S&P Raises Corp. Credit Rating to 'B+'; Outlook Stable HOGG PROPERTIES: Voluntary Chapter 11 Case Summary ICON HEALTH: Poor Performance Prompts Moody's to Lower CFR to B3 INFUSYSTEM HOLDINGS: Stockholders Elect Five Directors INFUSYSTEM HOLDINGS: Files Copy of the Investor Presentation INTELLICELL BIOSCIENCES: Pays $535,833 to Ironridge; TRO Stays INUVO INC: NYSE MKT Extends Listing Compliance Period IZEA INC: Obtains $562,500 From Units Offering JACOBS FINANCIAL: Delays Fiscal 2013 Annual Report JANABI ASSOCIATES: Weight-Loss Chain MyWeightDoctor Files Ch.11 JARDEN CORP: Moody's Says Yankee Candle Bid is Credit Positive JBS USA: Moody's Assigns 'Ba2' Rating to New $800-Mil. Debt JEDD LLC: Court Grants Motion to Dismiss Chapter 11 Case JEWISH COMMUNITY: Court Confirms Plan of Reorganization KIDSPEACE CORP: Plan Filing Deadline Extended Until Jan. 2014 KIDSPEACE CORP: Seeks Extension of Lease Decision Deadline KIDSPEACE CORP: U.S. Trustee Objects to Proposed PCO Termination LA JOYA ARLINGTON: Voluntary Chapter 11 Case Summary LAGUNA BRISAS: Receiver Can Use Cash Collateral Until Oct. 31 LAGUNA BRISAS: Status Conference on Sept. 13 LANDAUER HEALTHCARE: U.S. Trustee Protests Auction Timeline LAUSELL INC: Confirmation Hearing Continued Until Sept. 30 LDK SOLAR: Incurs $165.3 Million Net Loss in Second Quarter LIFE CARE: Can Employ Holland & Knight as Compliance Counsel LIFE UNIFORM: Now Known as LUHC Wind Down Corp LIFE UNIFORM: Womble Carlyle Approved as Privacy Ombudsman Counsel LIGHTSQUARED INC: US Bank, Mast Propose Plan for One Dot Six LIME ENERGY: Provides Compliance Plan with NASDAQ LONGVIEW POWER: Can Use Cash Collateral to Fund Ch. 11 LONGVIEW POWER: Moody's Withdraws Ratings After Bankruptcy Filing LONGVIEW POWER: S&P Lowers Senior Secured Debt Rating to 'D' LUCID INC: Inks Advisory Pact with Wainwright for Caliber I.D. MERCANTILE BANCORP: Holdco Advisors Opposes Sale, Files Proposal MERCANTILE BANCORP: Court OKs Upshot as Claims & Noticing Agent MICHAELS STORES: Files Form 10-Q, Posts $20MM Net Income in Q2 MICHAELS STORES: Reports $20 Million Net Income in Second Quarter MILAGRO OIL: Private Exchange Offer Extended Until October 31 MOTORCAR PARTS: Borrows Additional $20 Million From PNC Bank MPG OFFICE: Amends 25,000 Shares Resale Prospectus MUSCLEPHARM CORP: Buys $2 Million Conv. Note From BioZone N-VIRO INTERNATIONAL: Maturity of Credit Pact Moved to Oct. 14 NATIONAL HOLDINGS: Inks $3.1 Million Securities Purchase Pact NBTY INC: S&P Affirms 'B+' Corp. Credit Rating; Outlook Negative NEIMAN MARCUS: Deregisters Unsold Notes NEOMEDIA TECHNOLOGIES: To Restructure & Reduce Debt by $10-Mil. NEOMEDIA TECHNOLOGIES: Inks Employment Agreement with CEO NEWLEAD HOLDINGS: Incurs $403.9 Million Net Loss in 2012 NNN CYPRESSWOOD: Sept. 11 Hearing on Adequacy of Plan Outline NORTEL NETWORKS: Cleary Gottlieb Atty. Withdraws Appearance OIL PATCH: Can Employ Okin & Adams as Bankruptcy Counsel OLYMPIC HOLDINGS: Sept. 18 Hearing on Request to Dismiss Case ORCHARD SUPPLY: Puma Capital Does Not Own Class A Shares PACE UNIVERSITY: Moody's Withdraws Ba1 Rating on Revenue Bonds PATRIOT COAL: Wants Rule 2004 Examination of Arch Coal PATRIOT COAL: Wants Rule 2004 Examination of ArcLight Capital PATRIOT COAL: Enters Into New CBAs, MOU and VFA PETER DEHAAN: Gets Plan Outline OK, Oct. 2 Confirmation Hrg. Set PHOENIX DEVELOPMENT: Opposes Conversion of Case to Chapter 7 PIANISSIMO ACQUISITION: Moody's Assigns B2 CFR; Outlook Stable PINNACLE FOOD: Moody's Rates $525MM Senior Term Loan 'Ba3' PINNACLE FOODS: S&P Lowers Rating on US$2.3BB Loan to 'BB-' PITNEY BOWES: Moody's Assigns 'B2' CFR; Outlook Stable PITTSBURG REDEVELOPMENT: Fitch Keeps BB- Bond Rating on Watch Neg. PLANDAI BIOTECHNOLOGY: Obtains Exclusive License to PheroidTM POSITIVEID CORP: To Issue 450 Series F Pref. Shares to Ironridge PRWIRELESS INC: S&P Assigns CCC Corp. Credit Rating; Outlook Neg. RESIDENTIAL CAPITAL: Discovery Rules OK'd Over JSNs' Protests RG STEEL: Says Revising Sparrows Sale Order No Longer Appropriate RURAL/METRO CORP: Committee Hiring Approval Sought REVSTONE INDUSTRIES: Creditors Want Pachulski Off Unit's Case SAN BERNARDINO, CA: Bankruptcy Ruling Is a Blow to CalPERS SARKIS INVESTMENTS: Files List of 10 Largest Unsecured Creditors SBMC HEALTHCARE: Court Denies Trustee's Motion to Reset Trial SHILO INN: Files Full Payment Plan, Aims to Exit Bankr. in January SHINY WHEELS: Case Summary & 5 Unsecured Creditors SHOTWELL LANDFILL: Court Sets Oct. 17 Plan Confirmation Hearing SIERRA NEGRA: Confirmation Hearings to Commence on October 22 SIONIX CORP: Posts $294,000 Net Income in June 30 Quarter SKYLINE MEDICAL: Maturity of Promissory Note Extended to Oct. 31 SOUTHERN OAKS: To Present Plan for Confirmation on Oct. 2 SOUTHERN FILM: Nov. 27 Established as General Claims Bar Date STEINWAY MUSICAL: S&P Assigns 'B' Rating on $190MM 1st-Lien Loan STEREOTAXIS INC: Prescott Group No Longer a Shareholder SUNTECH POWER: 3 Directors Quit; M. Nacson Elected New Chairman SWJ MANAGEMENT: U.S. Trustee Unable to Appoint Creditors Committee THERAPEUTICSMD INC: Brian Bernick Had 7% Equity Stake at Aug. 26 THERMOENERGY CORP: Borrows $4 Million From Empire Capital, et al TITAN PHARMACEUTICALS: Amends 2012 Annual Report TOWNSQUARE RADIO: Moody's Keeps B2 Rating Over Station Purchases TRIUS THERAPEUTICS: Hart-Scott-Rodino Waiting Period Expires TWN INVESTMENT: Kent Whitney Approved as Real Estate Broker UNI-PIXEL INC: To Present at the Gateway Conference on Sept. 10 UNILAVA CORP: Amends Second Quarter Form 10-Q UNITED BANCSHARES: Amends Second Quarter Form 10-Q UNIVERSITY GENERAL: ADC at Houston Hospital Hiked by 20% USA BROADMOOR: Wells Fargo Wants Plan Confirmation Denied VAIL LAKE: Sec. 341 Creditors' Meeting Continued to Oct. 22 VAIL LAKE: Can Employ E3's Hebrank as Chief Restructuring Officer VALENCE TECHNOLOGY: Files Copy of Plan & Disclosure Statement VERTIS HOLDINGS: Settlement with ACE Companies Approved VILLAGE AT NIPOMO: Gets Final Approval to Use Cash Collateral VS FOX: Court Converts Bankr. Cases into Chapter 7 Proceedings WAFERGEN BIO-SYSTEMS: Closes Stock Split & Capital Restructuring WAFERGEN BIO-SYSTEMS: Offering $17.2 Million Worth of Units WARNER SPRINGS: Sept. 19 Hearing on Amended Plan Outline WORLD IMPORTS: Can Employ Braverman Kaskey as Counsel WORLD IMPORTS: Can Access Banks Cash Collateral Until Sept. 13 WORLD SURVEILLANCE: Inks Teaming Pact to Commercialize Argus One WESTINGHOUSE SOLAR: License to Use Westinghouse Trademark Ends XTREME GREEN: Files Chapter 11 Bankruptcy for Protection YANKEE CANDLE: Jarden Deal No Impact on Moody's 'Caa1' Rating YANKEE CANDLE: S&P Puts 'B' CCR on CreditWatch Positive ZALE CORP: Reports $10 Million Net Earnings in Fiscal 2013 ZOGENIX INC: Extends Services Agreement with Patheon to 2016 * Fed, FDIC Provide Resolution Roadmap for Smaller Banks * S&P Accuses U.S. of Suing to Avenge Ratings Drop * Recent Small-Dollar & Individual Chapter 11 Filings ********* 1ST FINANCIAL: Signs Merger Agreement with First Citizens --------------------------------------------------------- First-Citizens Bank & Trust Company (known as First Citizens Bank) and 1st Financial Services Corporation announced the signing of a definitive merger agreement. 1st Financial Services Corp. provides commercial banking products and services through its subsidiary, Mountain 1st Bank & Trust Company. This agreement provides for the merger of Hendersonville, N.C.- based 1st Financial Services Corp. and Mountain 1st Bank into First Citizens Bank, which is headquartered in Raleigh, N.C. The announcement was made jointly by Frank B. Holding Jr., chairman and chief executive officer of First Citizens Bank, and Michael G. Mayer, chief executive officer of 1st Financial Services Corp. and Mountain 1st Bank. The agreement has been approved by the Boards of Directors of all three companies. The transaction is expected to close no later than the first quarter of 2014, subject to the receipt of regulatory approvals and the approval of 1st Financial Services Corp. shareholders. Under the terms of the agreement, cash consideration of $10 million will be split between the U.S. Treasury, which will receive $8 million of the cash consideration in order for 1st Financial Services Corp. to exit from the federal TARP program, and common shareholders of 1st Financial Services Corp., who will receive $2 million. 1st Financial Services Corp. operates 12 branches in western North Carolina communities through Mountain 1st Bank, with $692 million in assets, $669 million in deposits and $363 million in loans as of June 30, 2013. The Mountain 1st branches are located in Asheville, Brevard, Columbus, Etowah, Fletcher, Forest City, Hendersonville (two branches), Hickory, Marion, Shelby and Waynesville. Customers should bank as they normally do at their existing branches. Pending completion of the merger, Mountain 1st Bank branch offices will open as First Citizens Bank branches. Frank B. Holding Jr., chairman and CEO of First Citizens, said: "This agreement is a significant opportunity for us to expand our presence in our home state of North Carolina. We currently have a vibrant branch network and customer base throughout western North Carolina, and we look forward to the prospects of building on this foundation in an important market for us. "We've provided financial services in North Carolina for 115 years," Holding said. "Customers value our personal service, our dedication to soundness and the full range of products and services we offer. We expect to enhance our footprint in western N.C., establish new relationships and create an even stronger bank for those we serve." Michael G. Mayer, CEO of 1st Financial and Mountain 1st, said: "We welcome the opportunity to merge into First Citizens. Our companies have a shared commitment to providing outstanding service and building strong relationships in the communities we serve. Customers will benefit from First Citizens' century-long dedication to safety and stability, a more robust line of products and a greater overall capacity to serve their financial needs. It is an attractive agreement for our company and our constituents." Sandler O'Neill + Partners L.P. acted as financial advisor and rendered a fairness opinion to the Board of Directors of 1st Financial Services Corp. in connection with this transaction. A copy of the Agreement and Plan of Merger is available at: http://is.gd/zP6HA9 About First Financial Elizabethtown, Kentucky-based First Financial Service Corporation is the parent bank holding company of First Federal Savings Bank of Elizabethtown, which was chartered in 1923. The Bank serves six contiguous counties encompassing central Kentucky and the Louisville metropolitan area, through its 17 full-service banking centers and a commercial private banking center. In its 2012 Consent Order, the Bank agreed to achieve and maintain a Tier 1 capital ratio of 9.0 percent and a total risk-based capital ratio of 12.0 percent by June 30, 2012. "At December 31, 2012, the Bank's Tier 1 capital ratio was 6.53% and the total risk-based capital ratio was 12.21%. We notified the bank regulatory agencies that one of the two capital ratios would not be achieved and are continuing our efforts to meet and maintain the required regulatory capital levels and all of the other consent order issues for the Bank," the Company said in its annual report for the year ended Dec. 31, 2012. First Financial disclosed a net loss attributable to common shareholders of $9.44 million in 2012, a net loss attributable to common shareholders of $24.21 million in 2011 and a net loss attributable to common shareholders of $10.45 million in 2010. The Company's balance sheet at June 30, 2013, showed $692.08 million in total assets, $673.09 million in total liabilities and $18.98 million in total stockholders' equity. Crowe Horwath LLP, in Louisville, Kentucky, said in its report on the consolidated financial statements for the year ended Dec. 31, 2012, "[T]he Company has recently incurred substantial losses, largely as a result of elevated provisions for loan losses and other credit related costs. In addition, both the Company and its bank subsidiary, First Federal Savings Bank, are under regulatory enforcement orders issued by their primary regulators. First Federal Savings Bank is not in compliance with its regulatory enforcement order which requires, among other things, increased minimum regulatory capital ratios. First Federal Savings Bank's continued non-compliance with its regulatory enforcement order may result in additional adverse regulatory action." ACTIVECARE INC: Incurs $3.2 Million Net Loss in June 30 Quarter --------------------------------------------------------------- ActiveCare, Inc., filed with the U.S. Securities and Exchange Commission its quarterly report on Form 10-Q disclosing a net loss attributable to common stockholders of $3.20 million on $4.32 million of total revenues for the three months ended June 30, 2013, as compared with a net loss attributable to common stockholders of $2.45 million on $296,660 of total revenues for the same period during the prior year. For the nine months ended June 30, 2013, the Company reported a net loss attributable to common stockholders of $9.36 million on $11.41 million of total revenues, as compared with a net loss attributable to common stockholders of $8.45 million on $424,405 of total revenues for the same period a year ago. The Company's balance sheet at June 30, 2013, showed $13.21 million in total assets, $20.33 million in total liabilities and a $7.11 million total stockholders' deficit. Going Concern "Although the Company had a positive gross margin for the three and nine months ended June 30, 2013, it incurred negative gross margins, working capital and cash flows from operating activities for the fiscal years ended September 30, 2012 and 2011, and had negative working capital and cash flows from operating activities for the nine months ended June 30, 2013. These factors raise substantial doubt about the Company's ability to continue as a going concern," the Company said in the regulatory filing. A copy of the Form 10-Q is available for free at: http://is.gd/4VPaNN About ActiveCare South West Valley City, Utah-based ActiveCare, Inc., is organized into three business segments based primarily on the nature of the Company's products. The Stains and Reagents segment is engaged in the business of manufacturing and marketing medical diagnostic stains, solutions and related equipment to hospitals and medical testing labs. The CareServices segment is engaged in the business of developing, distributing and marketing mobile health monitoring and concierge services to distributors and customers. The Chronic Illness Monitoring segment is primarily engaged in the monitoring of diabetic patients on a real time basis. The Company's business plan is to develop and market products for monitoring the health of and providing assistance to mobile and homebound seniors and the chronically ill, including those who may require a personal assistant to check on them during the day to ensure their safety and well being. ActiveCare incurred a net loss of $12.36 million for the year ended Sept. 30, 2012, compared with a net loss of $7.89 million during the prior year. Hansen, Barnett & Maxwell, P.C., in Salt Lake City, Utah, issued a "going concern" qualification on the consolidated financial statements for the year ended Sept. 30, 2012, citing recurring operating losses and an accumulated deficit which conditions raise substantial doubt about the Company's ability to continue as a going concern. ACTIVISION BLIZZARD: Moody's Assigns Ba1 CFR & Ba2 Debt Rating -------------------------------------------------------------- Moody's Investors Service has assigned Activision Blizzard, Inc. a Ba1 Corporate Family Rating, Ba1-PD Probability of Default Rating and SGL-1 Speculative Grade Liquidity (SGL) rating. Moody's has also assigned a Baa3 (LGD3, 32%) rating to its proposed $250 million 5-year revolver, $2.25 billion 7-year senior secured term loan B and $1 billion 7-year secured notes, and a Ba2 (LGD5, 85%) to its proposed $1 billion 8-year unsecured notes and $500 million 10-year unsecured notes. This is an initial first time rating for the company. Proceeds, along with approximately $1.23 billion balance sheet cash, will be used to fund the buyback of 429 million shares or about 38.2% of the company from Vivendi (Baa2 negative), which owned a majority stake of around 61%. Also, an investor group led by Activision Blizzard CEO Bobby Kotick and Co-Chairman Brian Kelly, plan to separately purchase 172 million or about 15.3% of Vivendi's shares in the company. Pro-forma the transaction, the investor group which includes Tencent (Baa1 stable) and Fidelity Management and research, Davis Advisors and Leonard Green and Partners L.P., will own around 24.9% stake and Vivendi will remain with around 12% stake. The rating outlook is stable. Assignments: Issuer: Activision Blizzard, Inc. Corporate Family Rating -- Ba1 Probability of Default Rating -- Ba1-PD Speculative Grade Rating -- SGL-1 $250 Million Senior Secured Revolver due 2018 -- Baa3 (LGD3, 32%) $2.25 Billion Senior Secured Term Loan B due 2020 -- Baa3 (LGD3, 32%) $1 Billion Senior Secured Notes due 2020 -- Baa3 (LGD3, 32%) $1 Billion Senior Unsecured Notes due 2021 -- Ba2 (LGD5, 85%) $500 Million Senior Unsecured Notes due 2023 -- Ba2 (LGD5, 85%) Rating Rationale: Activision Blizzard's Ba1 CFR reflects its leading position in the growing and fragmented gaming industry and strong track record of developing profitable and sustainable franchises. The company's rating is moderately constrained by revenue concentration and dependence on a few franchise names and the risk of failing to predict changing consumer preferences. According to the Entertainment Software Association, $21 billion was spent on games in the US alone during 2012, of which $15 billion was spent on content. Activision Blizzard has a proven history of monetizing strong franchises with highly interactive content and having the largest market share of the industry, with franchises including Call of Duty, launched in 2003, and Diablo, launched in 1996, which were the #1 selling video game and PC computer game, respectively, in 2012. The company has 60 million online users who spent over 6 billion hours playing during the first half of calendar 2013. "We believe the business risks are largely mitigated by moderate leverage, large cash balances, strong management oversight and fiscal discipline with a focus on operating margins and free cash flow generation, long tail franchise revenue streams, and by the data and focus group analytics-driven green-lighting and development process for its franchises and pipeline," stated Neil Begley, a Moody's Senior Vice President. The company is able to engage and transact with its loyal user base through multiple platforms, as well as its own Battle.net online platform, providing it reliable insight into consumer preferences and visibility into the success of future releases. Approximately 90% of EBITDA is driven by existing customers or by proven franchises, providing the company with stability despite the lack of longer- term contractually obligated revenue. "We expect international expansion, increasing partnering with other companies such as with Bungie, the creators of "Halo", and particularly in China through its partnership with Tencent, and to drive global expansion and benefit from global improvements in high speed data connectivity in many populous corners of the world," added Begley. Though the company is able to generate meaningful recurring revenue, there is significant exposure to concentration risk in its largest franchises. The top 4 franchises in 2012 accounted for 88% of revenues excluding its distribution business. "While the company is investing in potential new franchises to grow and to replace those experiencing a contracting user base, such as World of Warcraft, we expect its top 3 franchises to drive a significant portion of revenue generation in the near term," stated Begley. The gaming industry is very competitive and fragmented (Activision Blizzard is the number one in market share for interactive entertainment spending in North American and the EU, but only has about 15% of the market), but Moody's notes that it would be very difficult to replicate a franchise of similar scale and user engagement. Moody's sees unlikely the longer-term risks of three console platforms shrinking to one which would dominate the industry (though two is possible if not likely in Moody's view), and would reduce Activision Blizzard's ability to leverage its content in negotiating favorable profit sharing rates. Moody's also believes that the company is unlikely to experience negative impact from regulatory risk that may restrict the production of mature and violent content as the industry already polices itself with a rating system which identifies mature content and limits the sale of such content to minors under 17. The rating is supported by the company's conservative financial policies, as proven by its history of little debt and high balance sheet cash (around $3.3 billion as of 6/30/2013 and pro forma for the transaction). Moody's expects the company to maintain its average debt-to-EBITDA leverage between 3.0x-3.5x (including Moody's standard adjustments which add around a quarter of turn to reported leverage) over the rating horizon, assuming modest prepayment on the term loan and some earnings volatility based on the release schedule, as well as maintain strong internal and external liquidity to weather such volatility. Moody's does not anticipate significant debt-financed acquisitions, dividends or share repurchases in the near-term. Activision's SGL-1 Speculative Grade Rating (SGL) reflects Moody's expectation that it will maintain an excellent liquidity profile over the next twelve months, characterized by a cash balance of over $3 billion (as of 6/30/2013 pro forma the buyout transaction), strong free cash flow generation of around $600 million and full availability expected under its $250 million revolving credit facility (maturing 2018). Around 60% of the free cash flow is generated abroad, limiting the company's access to cash located abroad (around 60% at 6/30/2013) in a distressed scenario. Nevertheless, the large international cash balance supports the rating in the event of an unforeseen event. Given the conservative fiscal policy, in the case of a tax holiday Moody's expects the company will repatriate a large portion of the cash and apply it to more aggressive debt paydown which would improve the company's credit. In the meantime, Moody's expects US cash to be sufficient to service the debt and capital expenditures. The stable outlook reflects Moody's expectation that the company will continue to monetize existing franchises and focus on international expansion, while developing new potential franchises. Moody's expects leverage (Moody's adjusted) to average between 3.0x-3.5x over the next 12 to 24 months. A rating downgrade could occur if the company's liquidity position becomes pressured due to degredation of its existing game customer base and inability to replace weakening franchises with new ones, or if leverage is expected to be sustained over 3.75x (with Moody's standard adjustments). A downgrade could also occur if the company increases debt to engage in shareholder friendly activities in a manner such that there appears to be a shift towards a more aggressive fiscal policy and an undermining of its commitment to maintain its current credit ratings. A rating upgrade could occur in the case of a material increase in business diversity through the development of new franchises that results in more stable and predictable revenue and cash flow, higher EBITDA margins, along with leverage sustained comfortably under 2.75x (with Moody's standard adjustments). Activision Blizzard's ratings were assigned by evaluating factors that Moody's considers relevant to the credit profile of the issuer, such as the company's (i) business risk and competitive position compared with others within the industry; (ii) capital structure and financial risk; (iii) projected performance over the near to intermediate term; and (iv) management's track record and tolerance for risk. Moody's compared these attributes against other issuers both within and outside Activision Blizzard's core industry and believes its ratings are comparable to those of other issuers with similar credit risk. Other methodologies used include Loss Given Default for Speculative-Grade Non-Financial Companies in the U.S., Canada and EMEA published in June 2009. Activision Blizzard, Inc., based in Santa Monica, CA, is a global game developer and publisher. Its franchises include Call of Duty, Diablo, World of Warcraft and Skylanders. ACTIVISION BLIZZARD: S&P Assigns 'BB+' Corp. Credit Rating ---------------------------------------------------------- Standard & Poor's Ratings Services assigned U.S. video game publisher Activision Blizzard Inc. a 'BB+' corporate credit rating. The outlook is stable. At the same time, S&P assigned Activision's proposed senior secured credit facilities and $1 billion senior secured notes due 2020 an issue-level rating of 'BBB' (two notches higher than the corporate credit rating), with a recovery rating of '1', indicating S&P's expectation for very high (90% to 100%) recovery for debtholders in the event of a payment default. The credit facilities consist of a $250 million revolving credit facility due 2018 (undrawn at close) and a $2.25 billion term loan due 2020. In addition, S&P assigned the proposed $1 billion senior unsecured notes due 2021 and $500 million senior unsecured notes due 2023 an issue-level rating of 'BB+' (the same as the corporate credit rating), with a recovery rating of '4', indicating S&P's expectation for average (30% to 50%) recovery for debtholders in the event of a payment default. The proposed transaction will help Activision repurchase 429 million shares from its current majority shareholder Vivendi. Post transaction, Vivendi will become a minority shareholder with about a 12% stake. The largest shareholders in the company will then be an investor group led by Activision's CEO and Co-Chairman, with an aggregate pro forma 24.9% equity interest. The 'BB+' corporate credit rating incorporates S&P's assumption of fairly stable operating performance (subject to changes in release slate), heightened competition for leisure time activity from other electronic media, increasing barriers to entry, intense industry rivalry between video game publishers, and the unpredictablele success of new video game titles that are not franchise titles. Activision is one of the largest video game publishers in the world, with several well-known video game franchises, including "Call of Duty," "World of Warcraft," and "Diablo." The company has a history of developing and introducing successful new franchises such as "Skylanders." Established franchise games enable Activision to introduce sequels and brand extensions, which are less risky than introducing a new franchise game without any existing brand equity or user base. However, there is a continuing need to introduce new franchise games on a regular basis to offset lifecycle declines in established franchises, especially older franchises. For example, "World of Warcraft"'s (introduced in 2004) subscriber base peaked in 2010 at more than 12 million, but declined to 7.7 million as of June 30, 2013. Activision has more than offset that revenue pressure by launching a very successful "Skylanders" franchise game and toys and capitalizing on the success of "Call of Duty." It is unclear whether Activision will be able to continue to introduce new franchise games to offset future declines in established franchise games. This is especially important as top four franchises ("Call of Duty," "World of Warcraft," "Diablo," and "Skylanders") accounted for 88% of the company's total revenues in 2012, which S&P views as a concentration risk. AGFEED INDUSTRIES: Withdraws Bid to Employ Mackinac Partners ------------------------------------------------------------ AgFeed Industries, Inc. has withdrawn its motion for an Order authorizing the Debtors to retain Mackinac Partners, LLC as restructuring advisor and designate Keith A. Maib as Chief Restructuring Officer, nunc pro tunc to the Petition Date, and approving related agreements. AgFeed Industries, Inc., and its affiliates filed voluntary petitions under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Case No. 13-11761) on July 15, 2013, with a deal to sell most of its subsidiaries to The Maschhoffs, LLC, for cash proceeds of $79 million, absent higher and better offers. The Debtors estimated assets of at least $100 million and debts of at least $50 million. Keith A. Maib signed the petition as chief restructuring officer. Hon. Brendan Linehan Shannon presides over the case. Donald J. Bowman, Jr., and Robert S. Brady, Esq., at Young, Conaway, Stargatt & Taylor, serve as the Debtors' counsel. BDA Advisors Inc. acts as the Debtors' financial advisor. The Debtors' claims and noticing agent is BMC Group, Inc. AGFEED INDUSTRIES: Can Employ Young Conaway as Counsel ------------------------------------------------------ AgFeed USA, LLC, et al., sought and obtained approval from the U.S. Bankruptcy Court for the District of Delaware to employ Young Conaway Stargatt & Taylor, LLP, as bankruptcy attorneys. The principal attorneys and paralegal presently designated to represent the Debtors and their current hourly rates are: Robert S. Brady, Esq. -- rbrady@ycst.com $730 Donald J. Bowman, Jr., Esq. -- dbowman@ycst.com $420 Robert F. Poppiti, Esq. -- rpoppiti@ycst.com $355 Ian J. Bambrick, Esq. -- ibrambrick@ycst.com $300 Ashley E. Markow, Esq. -- amarkow@ycst.com $285 Chad Corazza, Paralegal $175 The firm will also be reimbursed for any necessary out-of-pocket expenses. Mr. Brady 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 Debtors and their estates. Mr. Brady discloses that pursuant to an engagement agreement, on Feb. 14, 2013, the firm received a retainer of $60,000 and additional retainer supplements of $60,000 in March, $50,000 in April, $150,000 in May, $100,000 in June, and $300,000 in July, in connection with the planning and preparation of a Chapter 11 filing and the postpetition representation of the Debtors. AgFeed Industries, Inc., and its affiliates filed voluntary petitions under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Case No. 13-11761) on July 15, 2013, with a deal to sell most of its subsidiaries to The Maschhoffs, LLC, for cash proceeds of $79 million, absent higher and better offers. The Debtors estimated assets of at least $100 million and debts of at least $50 million. Keith A. Maib signed the petition as chief restructuring officer. Hon. Brendan Linehan Shannon presides over the case. Donald J. Bowman, Jr., and Robert S. Brady, Esq., at Young, Conaway, Stargatt & Taylor, serve as the Debtors' counsel. BDA Advisors Inc. acts as the Debtors' financial advisor. The Debtors' claims and noticing agent is BMC Group, Inc. AK STEEL: Weak Steel Market Prompts Moody's to Lower CFR to B3 -------------------------------------------------------------- Moody's Investors Service downgraded the corporate family and probability of default ratings of AK Steel Corporation to B3 from B2 and B3-PD from B2-PD. At the same time, Moody's downgraded the company's senior unsecured notes rating to Caa1 from B3 and senior secured notes rating to B2 from B1. The notes are guaranteed by AK Steel Holding Corporation. The speculative grade liquidity rating remains unchanged at SGL-3. The outlook is stable. This concludes the review for downgrade initiated on July 24, 2013. Downgrades: Issuer: AK Steel Corporation Probability of Default Rating, Downgraded to B3-PD from B2-PD Corporate Family Rating, Downgraded to B3 from B2 Senior Secured Regular Bond/Debenture Dec 1, 2018, Downgraded to B2, LGD 3, 33%, from B1 Senior Unsecured Conv./Exch. Bond/Debenture Nov 15, 2019, Downgraded to Caa1 from B3 Senior Unsecured Regular Bond/Debenture May 15, 2020, Downgraded to Caa1 from B3 Senior Unsecured Regular Bond/Debenture Apr 1, 2022, Downgraded to Caa1 from B3 Issuer: Butler County Industrial Dev. Auth., PA Senior Unsecured Revenue Bonds Jun 1, 2024, Downgraded to Caa1from B3 Issuer: Ohio Air Quality Development Authority Senior Unsecured Revenue Bonds Jun 1, 2024, Downgraded to Caa1 from B3 Issuer: Rockport (City of) IN Senior Unsecured Revenue Bonds Jun 1, 2028, Downgraded to Caa1 from B3 Outlook Actions: Issuer: AK Steel Corporation Outlook, Changed To Stable From Rating Under Review Ratings Rationale: The ratings downgrade reflects Moody's belief that AK Steel's operating performance will not evidence strong improvement in 2013 or 2014 given the ongoing weak demand environment affecting the steel industry and the company's high debt balances relative to earnings generation capability. In addition, margins are expected to remain under pressure. Although hot-rolled prices have recovered recently from the approximately $600/ton level seen earlier in the year to around $650/ton at the end of August 2013, risk to the downside remains. Steel demand continues unable to break above current levels, reflective of the slow recovery in the US, economic weakness in Europe, and deceleration in developing markets, notably in China. U.S. steel producers also face stiff competition from imports as well as lingering industry-wide overcapacity which, in combination with weak demand, is maintaining pressure on prices and the ability to achieve more robust and sustainable price levels supportive of stronger profitability. AK Steel's key debt protection metrics such as debt/EBITDA and EBIT/interest of 13.1 times and -0.1 times respectively for the 12 months ending June 30, 2013 are well below metrics appropriate for the "B" rating level. However, Moody's believes that the company will start to realize cost benefits from lower iron ore and coking coal prices over the next several quarters which, with relative stability in shipments and prices on a par with or slightly better than anticipated 2013 levels should contribute to the debt/EBITDA and EBIT/interest ratios improving to levels around 7.5x and 1.0x, respectively, over the next 12 to 18 months. However, a recovery of these metrics to levels that support a higher rating than a B3 within the foreseeable time horizon is unlikely. The ratings downgrade also reflects AK Steel's tightening liquidity position given the cash requirements in the second quarter of 2013 and the reduction in the company's cash position to approximately $58 million at June 30, 2013 from $192 million at March 31, 2013 and $227 million at December 31, 2012. In addition to weak operating performance, free cash flow will be further constrained by still sizeable pension contributions although the company has made its last substantive VEBA payment. The company has stated that it expects contributions to its master pension trust of $181.5 million, $210 million and $125 million for 2013, 2014, and 2015 respectively. In addition, AK Steel has a remaining $100 million capital contribution requirement to Magnetation LLC (49.9% interest), which the company expects will be made in 2014. The depletion of cash balances and Moody's expectation of near term cash burn will prevent the company from meaningfully reducing debt over the near term. AK Steel's B3 corporate family rating reflects the weak debt protection metrics and high leverage evidenced by the company as challenging conditions in the U.S. steel industry continue to negatively impact the level of operating improvement that can be achieved and sustained. The rating captures Moody's expectation that given the headwinds facing the industry and ongoing weak macroeconomic fundamentals, performance for the remainder of 2013 will remain flat relative to the first half while 2014 will exhibit slow improvement with spot prices remaining volatile absent a broad-based recovery in global steel demand. The rating also captures Moody's expectation that the company's cost position challenges will ease somewhat over the next several quarters given the weakness in iron ore and coking coal prices. The rating also considers AK Steel's position as a mid-tier steel producer. The company's business mix including a meaningful level of value added products, including coated, electrical and stainless products, as well as its strong contract position are supporting factors in the rating. The SGL-3 speculative grade liquidity rating reflects Moody's view that AK Steel will maintain adequate liquidity over the next four quarters. Moody's believes that despite its expectations for increased borrowings under its $1.1 billion asset backed revolving credit facility (ABL), availability to cover near-term cash requirements such as working capital and capital expenditures will be sufficient. Moody's also anticipates that during the forecast period, the company will not be required to test its ABL maintenance covenant consisting of a 1.0 times minimum fixed charge ratio, tested only when availability is less than $137.5 million. Moody's notes that downward pressure on the company's liquidity profile could occur should borrowings under the ABL exceed its current expectations. The B2 rating on the company's senior secured notes (secured by plant, property and equipment) reflects the instrument's priority position in the capital structure relative to a considerable amount of unsecured liabilities below it. The Caa1 rating on the senior unsecured notes reflect the junior position of these instruments relative to the secured notes, the ABL revolver and priority accounts payables. The stable outlook reflects Moody's view that the significant deterioration in the company's operating performance has bottomed and some improvement will be evidenced over the next twelve to eighteen months through cost benefits arising from more favorable raw materials prices. The stable outlook also reflects Moody's view that AK Steel will maintain adequate liquidity as evidenced by sufficient availability under its credit facilities. The rating could be downgraded should the company's liquidity position deteriorate materially due to weak operating performance and cash burn, EBIT margins not evidence an improving trend to at least 3.0%, EBIT/interest be sustained below 1.5 times and debt/EBITDA be sustained above 6 times. Given the company's weak metrics and Moody's expectation that industry conditions will not meaningfully improve over the next 12 to 18 months, a rating upgrade is unlikely. Upward ratings momentum could occur should steel prices return to more robust and sustainable levels and, together with an improved cost position, lead to stronger credit metrics such as EBIT/interest sustainable at 2.5 times and debt/EBITDA sustainable at no more than 5 times. The principal methodology used in this rating was the Global Steel 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. Headquartered in West Chester, Ohio, AK Steel produces flat-rolled carbon steels, including coated, cold-rolled and hot-rolled products, as well as specialty stainless and electrical steels. Revenues for the twelve months ending June 30, 2013 were $5.7 billion. ALLIED SYSTEMS: Ch. 11 Auction Called A 'Sham' by Losing Bidder --------------------------------------------------------------- Law360 reported that the losing bidder for Allied Systems Holdings Inc. urged a Delaware bankruptcy judge on Sept. 3 to reject a proposed $105 million sale to a pair of private equity firms, saying the car hauler's Chapter 11 auction was a "sham" that ignored court-approved rules. According to the report, Allied tapped the combined bid from units of PE firms Black Diamond Capital Partners LLC and Spectrum Investment Partners LP as the highest and best offer following a two-day auction last month, but Jack Cooper Holdings Corp. contends the process failed to follow the court-approved bidding and sale procedures. 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. AMC ENTERTAINMENT: IPO No Impact on Moody's 'B2' CFR ---------------------------------------------------- Moody's said that the Registration Statement on Form S-1 relating to an initial public offering of shares of common stock of AMC Entertainment Holdings, Inc., the parent of AMC Entertainment, Inc. does not impact AMC Entertainment's B2 corporate family rating or stable outlook. Headquartered in Leawood, Kansas, AMC Entertainment operates 343 theatres with 4,937 screens primarily in major metropolitan markets in the United States. Its revenue for the twelve months ended June 30 was approximately $2.7 billion. Dalian Wanda Group Co. Ltd., a Chinese private conglomerate and China's largest investor in cultural and entertainment activities, owns AMC Entertainment. AMERICAN AXLE: Fitch Affirms 'B+' Issuer Default Rating ------------------------------------------------------- Fitch Ratings has affirmed the 'B+' Issuer Default Ratings (IDRs) of American Axle & Manufacturing Holdings, Inc. (AXL) and its American Axle & Manufacturing, Inc. (AAM) subsidiary. Fitch also has affirmed the ratings on AAM's secured revolving credit facility and 9.25% senior secured notes at 'BB+/RR1'. Fitch has upgraded AAM's senior unsecured notes rating to 'B/RR5' from 'B- /RR6'. A full list of the rating actions taken on AXL and AAM is included at the end of this release. AAM's ratings apply to a $365 million secured revolving credit facility, $340 million in senior secured notes and $1.2 billion of senior unsecured notes. The Rating Outlook for both AXL and AAM is Positive. Key Rating Drivers The ratings and Positive Outlook for AXL and AAM are supported by Fitch's expectation that the drivetrain and driveline supplier's credit profile will strengthen over the intermediate term, despite some deterioration over the past year. AXL continues to benefit from strong pickup and sport-utility vehicle (SUV) production at its two largest customers, General Motors Company (GM) and Chrysler Group LLC (Chrysler), and the company's margins are rising back toward their historically strong levels among the strongest in the U.S. auto supply industry. Weakness in AXL's profitability and credit profile over the past year was largely due to factors that Fitch views as temporary, including production inefficiencies tied to two new product programs, as well as incremental costs tied to the closure of the company's Detroit Manufacturing Complex (DMC) and Cheektowaga Manufacturing Facility (CKMF). Looking ahead, Fitch views the increasing diversification of AXL's book of business as a credit positive that will reduce the company's outsized reliance on U.S. light truck production. Passenger car, crossover, and commercial vehicle related programs comprise a growing portion of the company's revenue base, while an expanding list of customers is reducing AXL's traditional reliance on GM for the majority of its business. The latter includes an increasing number of non-U.S. manufacturers, as well, which will further geographically diversify the company's revenue base. AXL's backlog of new business currently stands at $1.25 billion, 60% of which is for passenger car and crossover programs and 40% is for programs outside North America. By mid-decade, AXL expects about half of its revenue base to come from non-GM programs. It is notable, however, that the company's current exposure to the weak European market remains small, with only 3% of its 2012 revenue generated in the region. The upgrade of AAM's senior unsecured notes recovery rating to 'RR5' from 'RR6' reflects Fitch's revised recovery expectations for the notes in a distressed scenario. Growth in AXL's overall business has led Fitch to increase its assumed enterprise value for the company in a post-distressed scenario. This, combined with a significant improvement in the funded status of the company's pension plans, has increased the estimated recovery of the senior unsecured notes to the 10% to 30% range in a distressed scenario from Fitch's earlier estimate of 0% to 10%. The recovery ratings of 'RR1' on AAM's secured revolving credit facility and its senior secured notes continues to be based on their strong collateral coverage, including virtually all of the assets of AXL and AAM, leading to recovery prospects of 90% or higher in a distressed scenario. Despite its increasing revenue diversification, AXL's ratings will continue to be weighed upon in the near term by its ongoing heavy exposure to GM's light truck platform, although the significant progress AXL has made in reducing its cost base places it in a better position today to withstand any future downturn in light truck demand. Also, with the recent redesign of GM's full-size pickups and the forthcoming redesign of its SUVs, Fitch expects near-term demand for GM's full-size trucks and SUVs to remain high, which will benefit AXL's near-term profitability. AXL's ratings are also weighed upon by risks associated with the large number of new programs currently ramping up. Although Fitch views the increasing diversification as a credit positive overall, there are risks associated with the start-up of new programs, as was seen in 2012. Free cash flow in the near term is likely to be pressured somewhat by increased capital spending and temporary production inefficiencies tied to new program starts, even if the programs ramp up smoothly. Free cash flow (calculated as net cash from operations less gross capital expenditures) in the 12 months ended June 30, 2012, was a use of $403 million, pressured by a number of non-recurring items. These included increased cash costs related to the aforementioned starts, including unexpected costs tied to the production issues that have since been largely rectified. Free cash flow also was negatively affected by higher-than-normal capital spending related to new product programs, as well as cash costs related to the closure of DMC and CKMF and the reallocation of production from those plants to other facilities. Also included in Fitch's calculation of free cash flow is $225 million of pension contributions made in the latter half of 2012, which included $115 million related to an agreement with the Pension Benefit Guaranty Corporation (PBGC) following the DMC and CKMF plant closures. The PBGC-related contribution was funded with a portion of the proceeds from a $550 million debt issuance during the third quarter of 2012. Going forward, Fitch expects free cash flow to improve as new product programs get underway and capital spending trends down toward more typical levels once the company progresses past the heaviest part of its new business roll-out. Also, following the significant pension contributions in 2012, AXL is not expected to have any meaningful required pension contributions for the next several years, which will further bolster free cash flow. For 2013, above-normal capital spending is likely to keep free cash flow for the year modestly negative, but Fitch expects it to grow and turn positive in 2014 on higher production, improved margins and lower capital spending. Despite the negative free cash flow in the 12 months ended June 30, 2013, overall liquidity remains adequate. Cash and cash equivalents at June 30, 2013, totaled $79 million, and the company had $342 million available on its $365 million secured revolver. AXL had no meaningful near-term debt maturities at June 30, 2013, although AXL has the opportunity to pre-pay $42.5 million of its 9.25% senior secured notes in the fourth quarter of 2013, and it can call the remaining senior secured notes for redemption in January 2014. Overall, Fitch expects cash and revolver availability to remain more than sufficient over the intermediate term, although the company could access the capital markets within the next few months to fund the redemption of the secured notes. AXL's leverage (debt/Fitch-calculated EBITDA) increased during the 12 months ended June 30, 2013, to 4.8x from 3.4x in the year- earlier period on an increase in debt and a decline in EBITDA. Overall, debt rose to $1.5 billion from $1.2 billion while Fitch- calculated EBITDA declined to $322 million from $347 million. Fitch expects leverage to improve meaningfully over the intermediate term as the company looks for opportunities to reduce debt and as EBITDA grows on higher business levels and stronger margins. Fitch expects leverage to trend down toward the mid-3x range by year-end 2013 and potentially below 3x by the end of 2014. Fitch does not view AXL's defined benefit pension plans as a significant credit risk. At year-end 2012, the plans were 83% funded on a projected benefit obligation (PBO) basis, equating to a $147 million net liability. The substantial contributions that the company made to the plans in 2012 more than offset the effect of lower interest rates on the PBO calculation. AXL's PBO calculation was based on a 4% discount rate, and Fitch expects that if the rise in long-term interest rates seen thus far in 2013 holds through year end, it will have a meaningful positive effect on the plans' underfunded status at year end 2013. As noted earlier, following substantial pension contributions in 2012, Fitch does not expect AXL to have any required pension contributions in the U.S. over the intermediate term. Rating Sensitivities Positive: Future developments that may, individually or collectively, lead to a positive rating action include: -- Continued progress on diversifying the company's revenue base. -- Sustained positive free cash flow generation. -- A decline in leverage to the mid-3x range. -- Sustained EBITDA margins of 12% or higher. Negative: The current Rating Outlook is Positive. As a result, Fitch's sensitivities do not currently anticipate developments with a material likelihood, individually or collectively, of leading to a rating downgrade. However, the following developments could lead Fitch to revise the Rating Outlook to Stable or Negative or downgrade the ratings. -- Significant production inefficiencies and associated cash burn tied to the start-up of new programs. -- A lack of progress on meaningful leverage reduction. -- A shift in management's plans to strengthen the company's credit profile. -- An unexpected prolonged disruption in the production of GM's full-size pickups and SUVs. Fitch has taken the following rating actions with a Positive Outlook: AXL -- Issuer Default Rating (IDR) affirmed at 'B+'. AAM -- IDR affirmed at 'B+'; -- Secured credit facility rating affirmed at 'BB+/RR1'; -- Senior secured notes rating affirmed at 'BB+/RR1'; -- Senior unsecured notes rating upgraded to 'B/RR5' from 'B-/RR6'. AMERICAN POWER: Files Copy of Conference Call Transcript with SEC ----------------------------------------------------------------- American Power Group Corporation held a telephonic conference call to provide an update on the Company to investors on Aug. 13, 2013. The Company furnished with the U.S. Securities and Exchange Commission a transcript of the conference call, a copy of which is available for free at http://is.gd/iRDprQ "During the quarter, we recorded record quarterly revenue of about $2.2 million, which grew 142% over the same quarter of last year. Oil and gas, dual fuel conversions continue to dominate our revenue results which included our second high pressure fracking rig conversion," said Chuck Coppa, chief financial and chief operating officer. "[W]e believe our cash on hand, availability of our bank lines and go forward revenue are adequate to support the remaining EPA approvals, calibrations and business development activities needed to meet our objectives and become cash flow positive on a sustained basis," Mr. Coppa added. About American Power Group American Power Group's alternative energy subsidiary, American Power Group, Inc., provides a cost-effective patented Turbocharged Natural GasTM conversion technology for vehicular, stationary and off-road mobile diesel engines. American Power Group's dual fuel technology is a unique non-invasive energy enhancement system that converts existing diesel engines into more efficient and environmentally friendly engines that have the flexibility to run on: (1) diesel fuel and liquefied natural gas; (2) diesel fuel and compressed natural gas; (3) diesel fuel and pipeline or well-head gas; and (4) diesel fuel and bio-methane, with the flexibility to return to 100% diesel fuel operation at any time. The proprietary technology seamlessly displaces up to 80% of the normal diesel fuel consumption with the average displacement ranging from 40% to 65%. The energized fuel balance is maintained with a proprietary read-only electronic controller system ensuring the engines operate at original equipment manufacturers' specified temperatures and pressures. Installation on a wide variety of engine models and end-market applications require no engine modifications unlike the more expensive invasive fuel-injected systems in the market. See additional information at: www.americanpowergroupinc.com. American Power incurred a net loss available to common shareholders of $14.66 million for the year ended Sept. 30, 2012, compared with a net loss available to common shareholders of $6.81 million during the prior year. The Company's balance sheet at June 30, 2013, showed $10.51 million in total assets, $4.01 million in total liabilities, all current, and $6.49 million in stockholders' equity. ARCHDIOCESE OF MILWAUKEE: Judge Asked by Creditors to Leave Case ---------------------------------------------------------------- Laurie Goodstein, writing for The New York Times, reported that a federal judge who ruled in favor of the Roman Catholic Archdiocese of Milwaukee in bankruptcy proceedings, and against sexual abuse victims and other creditors, is being asked by the creditors to recuse himself because they say he has a conflict of interest. According to the report, Judge Rudolph T. Randa ruled in late July that the archdiocese did not have to turn over the millions in its cemetery trust fund to a group of creditors who include hundreds of abuse victims. But lawyers for plaintiffs say the judge has a conflict of interest because many of his family members are buried in archdiocesan cemeteries. In his ruling, Judge Randa decided that forcing the archdiocese to tap its cemetery fund would violate the First Amendment's free exercise of religion clause and the Religious Freedom Restoration Act, a law passed by Congress in 1993, the report related. "For the church and therefore Catholics, cemeteries reflect the Catholic belief in the resurrection of Jesus and the community's commitment to the corporeal work of mercy of burying the dead," Judge Randa wrote. The ruling reversed an earlier decision by a federal bankruptcy judge and was a victory for Archbishop Jerome E. Listecki of Milwaukee, and for his predecessor, Cardinal Timothy M. Dolan, now the archbishop of New York, who established the cemetery trust in Milwaukee in 2007, the report said. Documents made public in July revealed that when Cardinal Dolan sought the Vatican's permission to move nearly $57 million into a cemetery trust, he said it would help protect the money from legal claims. About Archdiocese of Milwaukee The Diocese of Milwaukee was established on Nov. 28, 1843, and was elevated to an Archdiocese on Feb. 12, 1875, by Pope Pius IX. The region served by the Archdiocese consists of 4,758 square miles in southeast Wisconsin which includes counties Dodge, Fond du Lac, Kenosha, Milwaukee, Ozaukee, Racine, Sheboygan, Walworth, Washington and Waukesha. There are 657,519 registered Catholics in the Region. The Catholic Archdiocese of Milwaukee, in Wisconsin, filed for Chapter 11 bankruptcy protection (Bankr. E.D. Wis. Case No. 11-20059) on Jan. 4, 2011, to address claims over sexual abuse by priests on minors. The Archdiocese became at least the eighth Roman Catholic diocese in the U.S. to file for bankruptcy to settle claims from current and former parishioners who say they were sexually molested by priests. Daryl L. Diesing, Esq., at Whyte Hirschboeck Dudek S.C., in Milwaukee, Wisconsin, serves as the Archdiocese's counsel. The Official Committee of Unsecured Creditors in the bankruptcy case has retained Pachulski Stang Ziehl & Jones LLP as its counsel, and Howard, Solochek & Weber, S.C., as its local counsel. The Archdiocese estimated assets and debts of $10 million to $50 million in its Chapter 11 petition. (Catholic Church Bankruptcy News; Bankruptcy Creditors' Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000) ARSLOANE ACQUISITION: S&P Assigns 'B+' Corp. Credit Rating ---------------------------------------------------------- Standard & Poor's Ratings Services assigned a 'B+' corporate credit rating to ARSloane Acquisition LLC. The outlook is stable. In addition, S&P assigned a 'BB-' issue-level rating with a recovery rating of '2' to operating company Pitney Bowes Management Services Inc.'s (PBMS) $50 million revolving credit facility and $215 million first-lien term loan. At the same time, S&P assigned a 'B-' issue-level rating with a recovery rating of '6' to PBMS' $100 million second-lien term loan. The '2' recovery rating indicates expectations of substantial (70% to 90%) recovery in the event of a payment default by the borrower and a '6' indicates expectations for negligible (0% to 10%) recovery. "Our ratings on ARSloane, parent company of PBMS, reflect the company's 'weak' business profile, characterized by its heavy exposure to the mature mail and print handling and document management market and its 'aggressive' financial profile under our zriteria," said Standard & Poor's credit analyst Jacob Schlanger. Partially offsetting these issues is the stability provided by long-term and recurring contracts as well as the critical role mail and print continues to play in many businesses. In S&P's assessment, the company's management and governance is "fair". PBMS manages complex, confidential, and regulated business information and communications for major corporate and public sector customers. The company operates and manages on-site and off-site mail and print centers for its clients, and provides customer communications management (CCM) and document management solutions (DMS) services. It has more than 500 customers across more than 1,400 on-site locations and more than 90% of revenues come from the U.S. The mail and print business accounts for nearly 75% of sales and the company has leading positions in both. The company has recently begun to concentrate on several verticals that provide additional opportunities for value-added services, but S&P do not expect these efforts to result in material incremental growth in the near term. The stable outlook reflects S&P's expectations that the company will continue to slowly increase revenues and post modest margin improvement. If weaker-than-expected operating performance post spin-off results in a deterioration of the company's business position or profitability, or if acquisitions cause leverage to exceed 5x, S&P could lower the rating. Given the company's private equity ownership, S&P do not expect to raise the rating. AS SEEN ON TV: Sells eDiets' Fresh Meal Delivery Business --------------------------------------------------------- As Seen On TV, Inc.'s subsidiary eDiets.com, Inc., has agreed to sell assets relating to its fresh and frozen meal delivery business for approximately $1.1 million to Chefs Diet National Co., LLC, a subsidiary of Chef's Diet Holding Co., LLC, a private company based in New York. "Over the past few months, we have reviewed our portfolio of businesses to determine which assets fit our growth and return objectives and which are better owned by others," said Ronald C. Pruett, Jr., ASTV's chief executive officer. "The sale of our meal delivery operation to a fine partner like Chef's Diet National serves our customers well and allows us to expand our promising digital platform. ASTV and our brand eDiets are entering an exciting new phase and we're eager to continue our momentum." The acquired assets consist primarily of a customer database of active and inactive eDiets customers. In addition, eDiets agreed to grant Chef's Diet a perpetual royalty-free license to content and certain other intellectual property used in connection with the eDiets meal delivery business. The transaction is expected to close on or before Sept. 30, 2013. A copy of the Asset Purchase Agreement is available for free at: http://is.gd/tJX9gY About As Seen on TV Clearwater, Fla.-based As Seen On TV, Inc., is a direct response marketing company. It identifies, develops, and markets consumer products. As reported by the TCR on Nov. 6, 2012, As Seen On TV entered into an Agreement and Plan of Merger with eDiets Acquisition Company ("Merger Sub"), eDiets.com, Inc., and certain other individuals. Pursuant to the Merger Agreement, Merger Sub will merge with and into eDiets.com, and eDiets.com will continue as the surviving corporation and a wholly-owned subsidiary of the Company. As Seen On TV, Inc., filed with the U.S. Securities and Exchange Commission its annual report on Form 10-K disclosing net income of $3.69 million on $10.10 million of revenues for the year ended March 31, 2013, as compared with a net loss of $8.07 million on $8.16 million of revenues during the prior year. EisnerAmper LLP, in Edison, New Jersey, issued a "going concern" qualification on the consolidated financial statements for the year ended March 31, 2013. The independent auditors noted that the Company's recurring losses from operations and negative cash flows from operations raise substantial doubt about its ability to continue as a going concern. The Company's balance sheet at June 30, 2013, showed $23.81 million in total assets, $13.05 million in total liabilities and $10.75 million in total stockholders' equity. BBX CAPITAL: Bluegreen Posts $26MM Income in Half Year 2013 ----------------------------------------------------------- BBX Capital Corporation furnished presentation materials relating to Bluegreen. Those materials have been prepared by Bluegreen and are to be included in one or more presentations to be made by Bluegreen. For the six months ended June 30, 2013, Bluegreen reported income from continuing operations of $26 million on $119 million of sales of VOIs, as compared with income from continuing operations of $25 million on $95 million of sales of VOIs for the same period last year. As of June 30, 2013, Bluegreen had $1.05 billion in total assets, $786.91 million in total liabilities and $266.19 million in total shareholders' equity. BBX Capital holds a 46 percent equity interest in Woodbridge Holdings, LLC, which owns 100 percent of Bluegreen Corporation. A copy of the presentation materials is available for free at: http://is.gd/QLIZiJ About BBX Capital BBX Capital (NYSE: BBX), formerly known as BankAtlantic Bancorp,is a diversified investment and asset management company. The business of BBX Capital includes real estate ownership, direct acquisition and joint venture equity in real estate, specialty finance, and the acquisition of controlling and non controlling investments in operating businesses. BBX Capital disclosing net income of $235.76 million in 2012, a net loss of $28.74 million ncome in 2011 and a net loss of $143.25 million in 2010. As of June 30, 2013, the Company had $442.03 million in total assets, $196.63 million in total liabilities and $245.39 million in total stockholders' equity. * * * As reported by the TCR on March 1, 2011, Fitch has affirmed its current Issuer Default Ratings for BankAtlantic Bancorp and its main subsidiary, BankAtlantic FSB at 'CC'/'C' following the announcement regarding the regulatory order with the Office of Thrift Supervision. BankAtlantic has announced that it has entered into a Cease and Desist Order with the OTS at both the bank and holding company level. The regulatory order includes increased regulatory capital requirements, limits to the size of the balance sheet, no new commercial real estate lending and improvements to its credit risk and administration areas. Furthermore, the holding company must also submit a capital plan to maintain and enhance its capital position. BIOZONE PHARMACEUTICALS: Sells $2 Million Convertible Notes ----------------------------------------------------------- BioZone Pharmaceuticals, Inc., entered into a Securities Purchase Agreement with MusclePharm Corp. pursuant to which the Company sold (i) $2,000,000 of its 10 percent secured convertible promissory notes due one year from the date of issuance and (ii) a warrant to purchase 10,000,000 shares of the Company's common stock, at an exercise price of $0.40 per share, for gross proceeds to the Company of $2,000,000. The entire principal amount and any accrued and unpaid interest on the Note is due and payable in cash on the Maturity Date. The Note bears interest at the rate of 10 percent per annum. The Note is convertible into shares of the Company's common stock at an initial conversion price of $0.20 per share, subject to adjustment. The Company may prepay any outstanding amount due under the Note, in whole or in part, prior to the Maturity Date. The Note is subject to certain "Events of Defaults" which could cause all amounts due and owing thereunder to become immediately due and payable. Among other things, the Company's failure to pay any accrued but unpaid interest when due, the failure to perform any obligation under the "Transaction Documents" or a determination that any representation or warranty made by the Company in connection with the Transaction Documents will prove to have been incorrect in any material respect shall constitute an Event of Default under the Transaction Documents. The Warrant is immediately exercisable and expires ten years after the date of issuance. The Warrant has an initial exercise price of $0.40 per share. The Warrant is exercisable in cash or by way of a "cashless exercise" while a registration statement covering the shares of Common Stock issuable upon exercise of the Warrant or an exemption from registration is not available. The Company is prohibited from effecting a conversion of the Note or exercise of the Warrant to the extent that as a result of that conversion or exercise, the Buyer would beneficially own more than 4.99 percent in the aggregate of the issued and outstanding shares of the Company's common stock, calculated immediately after giving effect to the issuance of shares of common stock upon conversion of the Note or exercise of the Warrant, as the case may be. In connection with the sale of the Note and the Warrant, the Company, the Buyer and the collateral agent for other secured creditors of the Company (including our Chairman, Roberto Prego- Novo) agreed to enter into an Amended and Restated Pledge and Security Agreement pursuant to which all of the Company's obligations under the Note are secured by a perfected security interest in the name of the Buyer in all of the tangible and intangible assets of the Company, including all of its ownership interest in its subsidiaries, pari pasu, with the previous secured creditors, all of which is subordinated to the accounts receivable lender to the Company. Further, pursuant to the Security Agreement, the Buyer, the collateral agent and the prior secured creditors agreed to further subordinate the granted security interest to a security interest previously granted to another investor in the Company. The Company has granted the Buyer "piggy-back" registration rights with respect to the shares of common stock underlying the Note and the shares of common stock underlying the Warrant for a period of 12 months from the date of closing. The Company used proceeds from the sale of the Note to repay amounts owed under outstanding promissory notes issued by the Company to its former executive vice president and for general working capital purposes. About Biozone Pharmaceuticals Biozone Pharmaceuticals, Inc., formerly, International Surf Resorts, Inc., was incorporated under the laws of the State of Nevada on Dec. 4, 2006, to operate as an internet-based provider of international surf resorts, camps and guided surf tours. The Company proposed to engage in the business of vacation real estate and rentals related to its surf business and it owns the Web site isurfresorts.com. During late February 2011, the Company began to explore alternatives to its original business plan. On Feb. 22, 2011, the prior officers and directors resigned from their positions and the Company appointed a new President, Director, principal accounting officer and treasurer and began to pursue opportunities in medical and pharmaceutical technologies and products. On March 1, 2011, the Company changed its name to Biozone Pharmaceuticals, Inc. Since March 2011, the Company has been engaged primarily in seeking opportunities related to its intention to engage in medical and pharmaceutical businesses. On May 16, 2011, the Company acquired substantially all of the assets and assumed all of the liabilities of Aero Pharmaceuticals, Inc., pursuant to an Asset Purchase Agreement dated as of that date. Aero manufactures markets and distributes a line of dermatological products under the trade name of Baker Cummins Dermatologicals. On June 30, 2011, the Company acquired the Biozone Labs Group which operates as a developer, manufacturer, and marketer of over- the-counter drugs and preparations, cosmetics, and nutritional supplements on behalf of health care product marketing companies and national retailers. Biozone incurred a net loss of $7.96 million in 2012, as compared with a net loss of $5.45 million in 2011. The Company's balance sheet at June 30, 2013, showed $7.70 million in total assets, $13.00 million in total liabilities and a $5.30 million total shareholders' deficiency. Paritz and Company. P.A., in Hackensack, New Jersey, 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 operating losses for its last two fiscal years, has a working capital deficiency of $5,255,220, and an accumulated deficit of $14,128,079. These factors, among others, raise substantial doubt about the Company's ability to continue as a going concern. BON-TON STORES: Board Declares Dividends of 5 Cents Per Share ------------------------------------------------------------- The Bon-Ton Stores, Inc.'s Board of Directors declared a cash dividend of five cents per share on the Class A common stock and common stock of the Company payable Nov. 4, 2013, to shareholders of record as of Oct. 18, 2013. About Bon-Ton Stores The Bon-Ton Stores, Inc., with corporate headquarters in York, Pennsylvania and Milwaukee, Wisconsin, operates 273 department stores, which includes 11 furniture galleries, in 24 states in the Northeast, Midwest and upper Great Plains under the Bon-Ton, Bergner's, Boston Store, Carson Pirie Scott, Elder-Beerman, Herberger's and Younkers nameplates and, in the Detroit, Michigan area, under the Parisian nameplate. Bon-Ton Stores disclosed a net loss of $21.55 million for the year ended Feb. 2, 2013, as compared with a net loss of $12.12 million for the year ended Jan. 28, 2012. As of May 4, 2013, the Company had $1.59 billion in total assets, $1.51 billion in total liabilities and $84.79 million in total shareholders' equity. * * * As reported by the TCR on May 15, 2013, Moody's Investors Service upgraded The Bon-Ton Stores, Inc.'s Corporate Family Rating to B3 from Caa1 and its Probability of Default Rating to B3-PD from Caa1-PD. "The upgrade of Bon-Ton's Corporate Family Rating considers the company's ability to drive modest same store sales growth as well as operating margin expansion beginning in the second half of 2012 and that these positive trends have continued, with the company reporting that its same store were positive, and EBITDA margins expanded, in the first fiscal quarter of 2013," said Moody's Vice President Scott Tuhy. As reported by the TCR on May 17, 2013, Standard & Poor's Ratings Services affirmed the 'B-' corporate credit rating on The Bon-Ton Stores Inc. BROADCAST INTERNATIONAL: Inks 3rd Amendment to Merger Agreement --------------------------------------------------------------- Broadcast International, Inc., Alta Acquisition Corporation and AllDigital Holdings, Inc., entered into a Third Amendment their Agreement and Plan of Merger on Aug. 26, 2013. Broadcast and its wholly owned subsidiary, Alta Acquisition Corporation ("Merger Sub") entered in an Agreement and Plan of Merger and Reorganization with AllDigital on Jan. 6, 2013. The Merger Agreement, as previously amended on April 9, 2013, and June 30, 2013, contemplates that, assuming the satisfaction of certain conditions precedent to closing, Merger Sub will be merged with and into AllDigital, and AllDigital will survive as a wholly- owned subsidiary of Broadcast. The primary purpose of the Amendment is to facilitate an offering of Notes by AllDigital and Broadcast. The Merger Agreement requires as a condition to closing that Broadcast have post-merger financing commitments in place for the purchase of no less than $1.5 million, and no more than $3.5 million, of Broadcast common stock. The Amendment clarifies that the obligation of Broadcast to obtaining post-merger financing commitments at closing is reduced by the amount that AllDigital receives in the Note offering. In addition, upon closing of the Merger, AllDigital security holders are to receive a number of shares, options and warrants, as applicable, equal to 58 percent of the fully diluted capital stock of Broadcast immediately after closing (but prior to any financing). The Amendment clarifies that the Notes are excluded from the calculation of fully diluted capital stock for both Broadcast and AllDigital. Finally, the Amendment requires that certain intellectual property issues identified by AllDigital be formally resolved before closing and eliminates the discretionary three-day termination right that was added with the First Amendment to Agreement and Plan of Merger on April 9, 2013. Unregistered Sales of Equity Securities AllDigital offered and sold an aggregate of $1.325 million in Convertible Promissory Notes to an aggregate of six individual and institutional investors. Closing on the Notes occurred on Aug. 26, 2013. Closing on an additional $155,000 in Notes is expected to occur over approximately the next week. Although the Notes were sold and issued by AllDigital, Broadcast countersigned the Notes, thereby agreeing to the conversion provisions whereby shares of Broadcast common stock may be issued upon conversion of the Notes following the Merger. The Notes bear interest at a rate of 9 percent per annum from and after Dec. 1, 2013, and are due on Aug. 1, 2014, provided that absent an event of defaults, the Notes will automatically convert into shares of common stock of AllDigital or Broadcast prior to the due date for the Notes. If the proposed Merger closes prior to Nov. 30, 2013, amounts owed under the Notes automatically convert into shares of common stock of Broadcast at a conversion price equal to the lesser of (a) the lowest price per share at which Broadcast common stock is sold in an offering of capital stock for cash by Broadcast that closes, or in which firm commitments are received, on or about the closing date of the Merger, and (b) the quotient of (i) $15,000,000, divided by (ii) the number of shares of Broadcast common stock issued and outstanding immediately following the Merger closing (assuming the exercise or conversion of all options or warrants to purchase, and all instruments convertible into, Broadcast common stock, other than the Notes and related agreements). Broadcast is a party to the Notes in order to facilitate these conversion provisions. Upon the early to occur of (a) Nov. 30, 2013, if the Merger has not closed, or (b) the termination of the Merger Agreement, amounts owed under the Notes automatically convert into shares of common stock of AllDigital at a conversion price equal to the lesser of (i) the lowest price per share at which AllDigital's common stock is sold in an offering of capital stock for cash by AllDigital that closes, or in which firm commitments are received, after the date of the Notes and prior to the Merger Termination Date, and (ii) the quotient of (A) $6,750,000, divided by (B) number of shares of common stock of AllDigital issued and outstanding on the Merger Termination Date. Events of default under the Note include the failure to make payments on any payment due date, the breach of a non-payment covenant which continues for 15 days following AllDigital's receipt of a notice of breach, voluntary bankruptcy or the continuance of an involuntary proceeding for 30 days after commencement. The Notes are not secured, but the holders otherwise have available standard creditor remedies. A copy of the Third Amendment to Agreement and Plan of Merger is available for free at http://is.gd/5eXXja About Broadcast International Based in Salt Lake City, Broadcast International, Inc., installs, manages and supports private communication networks for large organizations that have widely-dispersed locations or operations. The Company owns CodecSys, a video compression technology to convert video content into a digital data stream for transmission over satellite, cable, Internet, or wireless networks, as well as offers audio and video production services. The Company's enterprise clients use its networks to deliver training programs, product announcements, entertainment, and other communications to their employees and customers. The Company reported net income of $1.30 million in 2011, compared with a net loss of $18.66 million in 2010. The Company's balance sheet at June 30, 2013, showed $1.23 million in total assets, $7.96 million in total liabilities and a $6.73 million total stockholders' deficit. BROADWAY FINANCIAL: PEFR Held 9.9% Equity Stake at Aug. 22 ---------------------------------------------------------- In a Schedule 13D filing with the U.S. Securities and Exchange Commission, CJA Private Equity Restructuring Master Fund I, LP, and its affiliates disclosed that as of Aug. 22, 2013, they beneficially owned 1,935,500 shares of common stock of Broadway Financial Corporation representing 9.9 percent of the shares outstanding. On Aug. 22, 2013 upon closing of a private placement, PEFR purchased an aggregate of 1,935,500 shares of the Company's Common Stock for total consideration of $1,935,500. A copy of the regulatory filing is available for free at: http://is.gd/IexVGg About Broadway Financial Los Angeles, Calif.-based Broadway Financial Corporation was incorporated under Delaware law in 1995 for the purpose of acquiring and holding all of the outstanding capital stock of Broadway Federal Savings and Loan Association as part of the Bank's conversion from a federally chartered mutual savings association to a federally chartered stock savings bank. In connection with the conversion, the Bank's name was changed to Broadway Federal Bank, f.s.b. The conversion was completed, and the Bank became a wholly owned subsidiary of the Company, in January 1996. The Company is currently regulated by the Board of Governors of the Federal Reserve System. The Bank is currently regulated by the Office of the Comptroller of the Currency and the Federal Deposit Insurance Corporation. Broadway Financial disclosed net income of $588,000 on $19.89 million of total interest income for the year ended Dec. 31, 2012, as compared with a net loss of $14.25 million on $25.11 million of total interest income during the prior year. The Company's balance sheet at June 30, 2013, showed $345.19 million in total assets, $328.61 million in total liabilities and a $16.58 million in total shareholders' equity. Crowe Horwath LLP, in Sacramento, California, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2012. The independent auditors noted that the Company has a tax sharing liability to its consolidated subsidiary that exceeds its available cash, the Company is in default under the terms of a $5 million line of credit with another financial institution lender in which the stock of its subsidiary bank, Broadway Federal Bank is held as collateral for the line of credit and the Company and the Bank are both under formal regulatory agreements. Furthermore, the Company and the Bank are not in compliance with these agreements and the Company's and the Bank's capital plan that was submitted under the agreements has been preliminarily approved subject to completion of its recapitalization. Failure to comply with these agreements exposes the Company and the Bank to further regulatory sanctions that may include placing the Bank into receivership. These matters raise substantial doubt about the ability of Broadway Financial Corporation to continue as a going concern. BROADWAY FINANCIAL: Completes Recapitalization ---------------------------------------------- Broadway Financial Corporation, parent of Broadway Federal Bank, f.s.b., has completed its previously announced plan to recapitalize its balance sheet, which resulted in an increase of approximately $27.81 million in the Company's equity attributable to common stock. As part of the Recapitalization the Company exchanged common stock equivalents with an aggregate value of approximately $11.42 million for all of the Company's formerly outstanding preferred stock, including the Series D and E Fixed Rate Cumulative Perpetual Preferred Stock held by the United States Department of the Treasury and the associated accumulated but unpaid dividends thereon. The Preferred Stock Exchanges were completed at 50 percent of the aggregate liquidation preferences of the preferred stock, totaling $17.55 million, and 100 percent of the accumulated dividends of approximately $2.65 million. In addition, the Company raised approximately $4.24 million of new equity capital through the sale of common stock at a price of $1.00 per share to six institutional investors, led by an entity affiliated with Gapstow Capital Partners. The other investors included both new and current stockholders. This capital is in addition to the $200,000 of aggregate common stock sold to directors and officers in July and November 2012. Also as part of the Recapitalization, the Company exchanged common stock equivalents with a value of approximately $2.57 million for a portion of its senior bank debt. As a result, the Company's senior debt was reduced by $2.57 million, from $5 million to approximately $2.43 million. The Company entered into a modified loan agreement for the remaining senior debt that provides for quarterly payments of interest only for the next 18 months, and monthly payments of principal and interest to final maturity in February 2019. In addition, the senior lender forgave the accrued but unpaid interest on the entire amount of the original loan, which will be reported as a pre-tax gain of approximately $1.75 million in the Company's third quarter. The combination of the Preferred Stock Exchanges, the Private Placement, and the transactions related to the Company's senior debt exchange increased the book value of the Company's common equity by approximately $27.81 million, and increased the number of shares of common stock and common stock equivalents by approximately 18.23 million shares, which represents approximately 90.48 percent of the total number of pro forma shares of common stock. The Recapitalization also increased the Company's pro forma book value to $1.35 per share of common stock as of June 30, 2013, and based on the assumed uses of proceeds, increased the Bank's pro forma Tier 1 Leverage ratio to 9.99 percent, its pro forma Tier 1 Risk-Based Capital ratio to 15.86 percent, and its pro forma Total Risk-Based Capital ratio to 17.15 percent as of June 30, 2013. The common stock equivalents issued in the Recapitalization consist of two new series of non-cumulative preferred stock, Series F Common Stock Equivalents and Series G Non-Voting Preferred Stock. The Series F Common Stock Equivalents are mandatorily convertible into new common stock if the stockholders of the Company approve the authorization of additional shares of common stock at a special meeting that the Company intends to call in the near future, and the Series G Non-Voting Preferred Stock will be mandatorily convertible into new non-voting common stock if the stockholders of the Company approve the creation of a new series of non-voting common stock at the Special Meeting. After the mandatory conversions, the Company's only outstanding equity securities will be common stock and non-voting common stock. Chief Executive Officer, Wayne-Kent Bradshaw stated, "Consummation of the Recapitalization represents a major milestone in our overall plan to return the Company to a healthy financial position capable of producing profitable growth for our investors. We are especially pleased that we were able to obtain investments from strong, new investors, such as Gapstow Capital Partners, VEDC, Economic Resources Corporation, and the California Community Foundation, which support our mission of serving low-to-moderate income communities in Southern California. In addition, we are thankful for the support of existing stockholders, such as the National Community Investment Fund, which participated in the Recapitalization. In the near term we will accelerate our efforts to improve operations and pursue growth, implement other steps of our overall capital plan, and continue our efforts to remove the restrictions under our Cease and Desist Orders." Jack Thompson, Head of Financial Institutions Investments of Gapstow Capital Partners, commented, "We are proud to help Broadway Financial recapitalize so they can continue making loans to foster local businesses. Gapstow Capital Partners has invested in a number of community banks that, like Broadway Financial, are the lifeblood of their communities. We believe that their health is a vital component of the overall economic recovery in the U.S." Paul Hughes of BlackTorch Capital served as financial advisor to the Company. Arnold & Porter, LLP, served as legal advisor to the Company. Additional information regarding the transactions comprising the Recapitalization is available for free at http://is.gd/gKsoBO About Broadway Financial Los Angeles, Calif.-based Broadway Financial Corporation was incorporated under Delaware law in 1995 for the purpose of acquiring and holding all of the outstanding capital stock of Broadway Federal Savings and Loan Association as part of the Bank's conversion from a federally chartered mutual savings association to a federally chartered stock savings bank. In connection with the conversion, the Bank's name was changed to Broadway Federal Bank, f.s.b. The conversion was completed, and the Bank became a wholly owned subsidiary of the Company, in January 1996. The Company is currently regulated by the Board of Governors of the Federal Reserve System. The Bank is currently regulated by the Office of the Comptroller of the Currency and the Federal Deposit Insurance Corporation. Broadway Financial disclosed net income of $588,000 on $19.89 million of total interest income for the year ended Dec. 31, 2012, as compared with a net loss of $14.25 million on $25.11 million of total interest income during the prior year. The Company's balance sheet at June 30, 2013, showed $345.19 million in total assets, $328.61 million in total liabilities and a $16.58 million in total shareholders' equity. Crowe Horwath LLP, in Sacramento, California, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2012. The independent auditors noted that the Company has a tax sharing liability to its consolidated subsidiary that exceeds its available cash, the Company is in default under the terms of a $5 million line of credit with another financial institution lender in which the stock of its subsidiary bank, Broadway Federal Bank is held as collateral for the line of credit and the Company and the Bank are both under formal regulatory agreements. Furthermore, the Company and the Bank are not in compliance with these agreements and the Company's and the Bank's capital plan that was submitted under the agreements has been preliminarily approved subject to completion of its recapitalization. Failure to comply with these agreements exposes the Company and the Bank to further regulatory sanctions that may include placing the Bank into receivership. These matters raise substantial doubt about the ability of Broadway Financial Corporation to continue as a going concern. CALUMET SPECIALTY: S&P Raises CCR to 'B+'; Outlook Stable --------------------------------------------------------- Standard & Poor's Ratings Services said it raised its corporate credit rating on Calumet Specialty Products Partners L.P. to 'B+' from 'B'. At the same time, S&P raised its issue-level rating on Calumet's senior unsecured debt to 'B+' from 'B'. The '4' recovery rating is unchanged. The outlook is stable. "We base the ratings upgrade on Calumet's increased size and geographic diversity, while maintaining good liquidity and adequate financial ratios. The partnership has steadily increased its refining capacity through organic capital spending projects and acquisitions that have been closely aligned with its core competencies. For instance, it has completed six material acquisitions over the past few years, increasing its production capabilities by nearly 50%. In particular, we view its large exposure to specialty products (about 60% of estimated 2013 EBITDA), which tend to generate premium margins and are less volatile than generic refined products, provides a competitive advantage versus peers. Furthermore, we've become more comfortable with Calumet's integration risk surrounding its San Antonio refinery, which the partnership acquired in January 2013," S&P said. "The 'weak' business risk profile primarily reflects the highly volatile nature of the oil refining industry, as well as the partnership's relatively small scale," said Standard & Poor's credit analyst Nora Pickens. The stable outlook reflects S&P's expectation that the currently strong refining margins will continue at least through 2013, but then return to more normalized levels, causing Calumet's debt to EBITDA to trend toward 3.5x to 4.0x. S&P could lower the rating if the partnership has unplanned downtime, integration issues concerning its recent acquisitions, or industry conditions weaken materially such that financial performance deteriorates leading to total debt to EBITDA above 4.5x. Given Calumet's small size and MLP corporate structure, S&P views an upgrade as unlikely. CAMCO FINANCIAL: BKD LLP Replaces Plante & Moran as Accountants --------------------------------------------------------------- Camco Financial Corporation informed Plante & Moran PLLC that Plante regarding its dismissal as the Company's independent registered public accounting firm effective as of Aug. 27, 2013. The decision to change the Company's independent registered public accounting firm was recommended by the Company's Audit and Risk Management Committee and approved by the Board of Directors. The audit reports of Plante on the consolidated financial statements of the Company as of and for the years ended Dec. 31, 2011, and 2012 did not contain any adverse opinion or disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope or accounting principles. In a letter to the members of the Company's Audit and Risk Management Committee, Plante indicated that the Company's internal controls contained material weaknesses concerning the valuation of real estate owned and the allowance for loan loss analysis as of Dec. 31, 2011. The Company, however, determined that its internal control over financial reporting was effective as of Dec. 31, 2011. Regarding the valuation of REO, Plante and the Company's management, including the Company's Audit and Risk Management Committee, engaged in multiple discussions on the valuation assumptions and consideration of observable data for determining the fair value of REO at the time of acquisition and throughout the holding period. Plante requested that the Company provide the analysis the Company completed to determine the fair value of the REO in accordance with generally accepted accounting principles. The Company provided Freddie Mac Home Value Explorer and county auditor values for properties held at Dec. 31, 2011, as data points and indicated that this information supported the carrying value at Dec. 31, 2011. Plante expressed the opinion that this information, while not irrelevant, was insufficient to evaluate fair value as required by GAAP. Ultimately, after further analysis by both the Company and Plante of actual property sales in comparison to fair value estimates, the Company recorded an entry to reduce the recorded value of REO by $950,000. Plante and the Company's management, including the Company's Audit and Risk Management Committee, also engaged in multiple discussions regarding the allowance for loan loss analysis. Plante advised the Company as to the effects of multiple minor deficiencies. Plante noted that the allowance for loan loss calculation model contained inherent limitations that needed to be addressed. Those limitations included: (i) the utilization of too many loan segments for calculating historical losses, (ii) the utilization of default rates that are not supported by factual data for loan segments without historical losses; and (iii) the application of qualitative adjustments to the classified loan portfolio but not the general loan portfolio. Plante also advised as to the use of a more appropriate impairment measurement method for calculating impaired loans and the proper documentation of those calculations. Finally, Plante noted there was limited documentation to support the conclusion as to the write-downs of two of the three commercial loans sold during 2011, which were recorded through the allowance for loan losses versus the loss on sale recognized in the income statement. The activities related to loan sales have the potential to have a material impact on the historical loss calculations for purposes of the allowance for loan losses. Since that time, the Company has modified its allowance for loan loss analysis to address all of these items. To be effective as of Aug. 27, 2013, the Company has engaged BKD, LLP, to be its new independent registered public accounting firm. During the Company's fiscal years ended Dec. 31, 2011, and 2012, BKD provided loan review services to assist the Company in assessing the credit quality of the Company's loan portfolio and to identify best practices to be considered for improvement of the Company's lending business. The Company did not consult Plante regarding these services, and these services have not been the subject of any disagreement or any reportable event. A copy of the Form 8-K is available for free at: http://is.gd/uGkL5O About Camco Financial Cambridge, Ohio-based Camco Financial Corporation is a bank holding company that was organized under Delaware law in 1970. Camco is engaged in the financial services business in Ohio, Kentucky and West Virginia, through its wholly-owned subsidiary, Advantage Bank, an Ohio bank. On March 31, 2011, Camco divested activities related to Camco Title Agency and decertified as a financial holding company. Camco remains a bank holding company and continues to be regulated by the Federal Reserve Board. Plante & Moran PLLC, in Auburn Hills, Michigan, noted that the Corporation's bank subsidiary is not in compliance with revised minimum regulatory capital requirements under a formal regulatory agreement with the banking regulators, and that failure to comply with the regulatory agreement may result in additional regulatory enforcement actions. As discussed in Note K, Camco's wholly-owned subsidiary Advantage Bank's Tier 1 capital does not meet the requirements set forth in the 2012 Consent Order. As a result, the Corporation will need to increase capital levels. The Corporation reported net earnings of $4.2 million on net interest income (before provision for loan losses) of $23.9 million in 2012, compared with net earnings of $214,000 on net interest income of $214,000 on net interest income (before provision for loan losses) of $25.9 million in 2011. As of June 30, 2013, the Company's balance sheet showed $756.77 million in total assets, $690.84 million in total liabilities and $65.93 million in total stockholders' equity. CARL'S PATIO: Unsecured Creditors' Recovery Up to 4.7% Under Plan ----------------------------------------------------------------- The Official Committee of Unsecured Creditors submitted to the U.S. Bankruptcy Court for the District of Delaware a Second Amended Joint Plan of Liquidation and Disclosure Statement for CP Liquidating, Inc., et al., fka Carl's Patio, Inc., et al. The Second Amended Disclosure Statement reveals that unsecured creditors can recovery up to 4.7% on their claims. A summary of estimated recoveries by each class is: Class Est. Claim Amt. Est. Recovery ----- --------------- ------------- Administrative Claims: Debtors' Professionals $0 0% Creditors Committee's Professionals $367,290 undetermined Priority Tax Claims $0 0% Class 1 Priority Claims $0 0% Class 2 Secured Claims Not less than Unknown $1,327,215 Class 3 Unsecured Claims $7,291,255, plus 0% - 4.7% a deficiency claim from Class 2 Class 4 Equity Interests N/A 0% As with the original version, the Amended Plan continues to embody a Stipulation of Settlement negotiated among the Debtors, the Creditors Committee, the Buyer of substantially all of the Debtors' assets and the Debtors' Lender. The Settlement provides for a pool of three particular "assets" to be set aside fro the benefit of unsecured claims and the administrative claims of the Committee's professionals -- (1) cash totaling $140,000, consisting of the sum of $25,000 received from the Lender and the sum of $115,000 received from the Buyer; (2) all claims that may be asserted against the Debtors' directors' and officers' liability insurance policy and any other insurance policies; and (3) all avoidance action claims. A full-text copy of the Second Amended Disclosure Statement dated Aug. 30, 2013, is available for free at: http://bankrupt.com/misc/CARLSPATIO_2ndAmdDSAug30.PDF About Carl's Patio Founded in 1993, Carl's Patio claims to be a leading retailer of upscale outdoor furniture and accessories. The company operates 10 retail locations and a warehouse in South Florida. The company had 68 employees. The company leases all its locations and does not own any real property. Carl's Patio, Inc. and its affiliates sought Chapter 11 protection (Bankr. D. Del. 13-10102) on Jan. 21, 2013, and immediately conveyed plans to sell the business to Weinberg Capital, absent higher and better offers. Bayard, P.A., represents the Debtor in its restructuring efforts. BGA Management, LLC, doing business as Alliance Management, serves as financial advisor, and Epiq Bankruptcy Solutions LLC serves as claims and noticing agent. Carl's Patio disclosed $6,228,725 in assets and $13,054,583 in liabilities as of the Chapter 11 filing. The Debtor owes $2.19 million on a secured revolver, and $3.01 million on a term loan from Fifth Third. The Debtor also has $600,000 of subordinated debt. The Official Committee of Unsecured Creditors filed a Plan of Liquidation for the Debtors in July 2013. The panel is represented Cross & Simon, LLC's Christopher P. Simon, Esq. and Kevin S. Mann, Esq., as well as Platzer, Swergold, Karlin, Levine, Goldberg & Jaslow, LLP's Henry G. Swergold, Esq. and Clifford A. Katz, Esq. CBIZ Accounting Tax and Advisory of New York, LLC and CBIZ, Inc., are the panel's financial advisors. CATHEDRAL CITY: S&P Raises Rating on Allocation Bonds to 'B+' ------------------------------------------------------------- Standard & Poor's Ratings Services raised its long-term rating to 'B+' from 'B' on the Cathedral City Public Financing Authority, Calif.'s merged project area subordinate non-housing tax allocation bonds. The outlook is stable. The rating action reflects S&P's view of the 2014 increase in assessed value (AV), strengthening coverage on the subordinate bonds. The rating reflects S&P's opinion of: -- The project area's pledged revenue's 0.61x net coverage of maximum annual debt service (MADS) after the senior bonds are paid, -- Annually decline in AV in fiscal years 2009 to 2013, and -- The city's median household effective buying income at 96% of the national level. Partly offsetting the above weaknesses , in S&P's view, are the bond's fully funded, cash debt service reserve fund and the project area's low 0.12 volatility (base-year to total AV) ratio, which indicates S&P's view that revenue is less sensitive to fluctuations in AV. "We calculate that 2014 revenue could cover combined debt service on the senior and subordinate bonds by 0.93x. Net coverage of the subordinate bonds in 2014 from pledged revenue remaining after the payment of senior debt service is low at 0.62x. Despite coverage being below 1x, management reported that they do not anticipate pulling from the subordinate series debt service reserve. The successor agency is able to use unpledged revenue that was formerly designated as 20% housing set aside to make up the shortfall on the subordinate bonds. The debt service reserve for the subordinate series bonds is currently fully funded with cash at the debt service reserve requirement," S&P said. CELL THERAPEUTICS: Parent Had $6MM Financial Standing at July 31 ---------------------------------------------------------------- At July 31, 2013, the total estimated and unaudited net financial standing of CTI Parent Company was $6.3 million. The total estimated and unaudited net financial standing of CTI Consolidated Group as of July 31, 2013, was $8.4 million. CTI Parent Company trade payables outstanding for greater than 30 days were approximately $7.1 million as of July 31, 2013. CTI Consolidated Group trade payables outstanding for greater than 30 days were approximately $9.1 million as of July 31, 2013. As of July 31, 2013, there were no amounts due of a financial or tax nature, or amounts due to social security institutions or to employees. During the month of July 2013, the Company's common stock, no par value, outstanding decreased by 5,236 shares. Consequently, the number of issued and outstanding shares of common stock as of July 31, 2013, was 114,775,800. A copy of the press release is available for free at: http://is.gd/Lo3e6P About Cell Therapeutics Headquartered in Seattle, Washington, Cell Therapeutics, Inc. (NASDAQ and MTA: CTIC) -- http://www.CellTherapeutics.com/-- is a biopharmaceutical company committed to developing an integrated portfolio of oncology products aimed at making cancer more treatable. As of June 30, 2013, the Company had $49.23 million in total assets, $36.12 million in total liabilities $13.46 million in common stock purchase warrants and a $357,000 total shareholders' deficit. Going Concern The Company's independent registered public accounting firm included an explanatory paragraph in its reports on the Company's consolidated financial statements for each of the years ended Dec. 31, 2007, through Dec. 31, 2011, regarding their substantial doubt as to the Company's ability to continue as a going concern. Although the Company's independent registered public accounting firm removed this going concern explanatory paragraph in its report on the Company's Dec. 31, 2012, consolidated financial statements, the Company expects to continue to need to raise additional financing to fund its operations and satisfy obligations as they become due. "The inclusion of a going concern explanatory paragraph in future years may negatively impact the trading price of our common stock and make it more difficult, time consuming or expensive to obtain necessary financing, and we cannot guarantee that we will not receive such an explanatory paragraph in the future," the Company said in the regulatory filing. The Company added that it may not be able to maintain its listings on The NASDAQ Capital Market and the Mercato Telematico Azionario stock market in Italy, or the MTA, or trading on these exchanges may otherwise be halted or suspended, which may make it more difficult for investors to sell shares of the Company's common stock. Bankruptcy Warning "We have acquired or licensed intellectual property from third parties, including patent applications relating to intellectual property for PIXUVRI, pacritinib, tosedostat, and brostallicin. We have also licensed the intellectual property for our drug delivery technology relating to Opaxio which uses polymers that are linked to drugs, known as polymer-drug conjugates. Some of our product development programs depend on our ability to maintain rights under these licenses. Each licensor has the power to terminate its agreement with us if we fail to meet our obligations under these licenses. We may not be able to meet our obligations under these licenses. If we default under any license agreement, we may lose our right to market and sell any products based on the licensed technology and may be forced to cease operations, liquidate our assets and possibly seek bankruptcy protection. Bankruptcy may result in the termination of agreements pursuant to which we license certain intellectual property rights, including the rights to PIXUVRI, Opaxio, tosedostat, and brostallicin," the Company said in its quarterly report for the period ended June 30, 2013. CENGAGE LEARNING: Apax Partners Protests Chapter 11 Plan Outline ---------------------------------------------------------------- Peg Brickley, writing for Daily Bankruptcy Review, reported that Cengage Learning Inc.'s Chapter 11 restructuring proposal has aroused more opposition, this time from Apax Partners LP, the private equity firm that acquired the textbook company through a 2007 leveraged buyout. 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. Arent Fox LLP is the proposed counsel for the Committee. FTI Consulting, Inc., serves as financial advisor to the Committee. Moelis & Company LLC serves as investment banker to the Committee. CLAIRE'S STORES: Incurs $20.7 Million Net Loss in Second Quarter ---------------------------------------------------------------- Claire's Stores, Inc., reported a net loss of $20.67 million on $366.70 million of net sales for the three months ended Aug. 3, 2013, as compared with a net loss of $7.27 million on $359.61 million of net sales for the three months ended July 28, 2012. For the six months ended Aug. 3, 2013, the Company reported a net loss of $47.25 million on $720.70 million of net sales, as compared with a net loss of $27.19 million on $700.23 million of net sales for the six months ended July 28, 2012. As of Aug. 3, 2013, Claire's Stores had $2.72 billion in total assets, $2.79 billion in total liabilities and a $68.21 million stockholders' deficit. As of Aug. 3, 2013, cash and cash equivalents were $73.8 million and the Company's Revolving Credit Facility was undrawn. In the fiscal 2013 second quarter, the Company issued $320 million aggregate principal amount of 7.75 percent Senior Notes due 2020. The Company used the net proceeds from these notes, together with cash on hand, of $467.8 million to redeem all of the outstanding Senior Fixed Rate Notes and the Senior Toggle Notes, due in 2015, at par plus accrued interest and to pay transaction fees. A copy of the press release is available for free at: http://is.gd/T0jzDk A copy of the Form 10-Q is available for free at: http://is.gd/KT0zMc About Claire's Stores Claire's Stores, Inc. -- http://www.clairestores.com/-- operates as a specialty retailer of fashion accessories and jewelry for preteens and teenagers, as well as for young adults in North America and internationally. It offers jewelry products that comprise costume jewelry, earrings, and ear piercing services; and accessories, including fashion accessories, hair ornaments, handbags, and novelty items. Based in Pembroke Pines, Florida, Claire's Stores operates under two brands: Claire's(R), which operates worldwide and Icing(R), which operates only in North America. As of Jan. 31, 2009, Claire's Stores, Inc., operated 2,969 stores in North America and Europe. Claire's Stores also operates through its subsidiary, Claire's Nippon, Co., Ltd., 213 stores in Japan as a 50:50 joint venture with AEON, Co., Ltd. The Company also franchises 198 stores in the Middle East, Turkey, Russia, South Africa, Poland and Guatemala. Claire's Stores disclosed net income of $1.28 million on $1.55 billion of net sales for the fiscal year ended Feb. 2, 2013, as compared with net income of $11.63 million on $1.49 billion of net sales for the fiscal year ended Jan. 28, 2012. Bankruptcy Warning The Company said the following statement in its annual report for the fiscal year ended Feb. 2, 2013. "If we are unable to generate sufficient cash flow and are otherwise unable to obtain funds necessary to meet required payments of principal, premium, if any, and interest on our indebtedness, or if we otherwise fail to comply with the various covenants, including financial and operating covenants in the instruments governing our indebtedness, we could be in default under the terms of the agreements governing such indebtedness. In the event of such default: * the holders of such indebtedness may be able to cause all of our available cash flow to be used to pay such indebtedness and, in any event, could elect to declare all the funds borrowed thereunder to be due and payable, together with accrued and unpaid interest; * the lenders under our Credit Facility could elect to terminate their commitments thereunder, cease making further loans and institute foreclosure proceedings against our assets; and * we could be forced into bankruptcy or liquidation," according to the Company's annual report for the fiscal year ended Feb. 2, 2013. * * * As reported by the TCR on Oct. 1, 2012, Moody's Investors Service upgraded Claire's Stores, Inc.'s Corporate Family and Probability of Default ratings to Caa1 from Caa2. The upgrade of Claire's Corporate Family Rating to Caa1 reflects its ability to address its substantial term loan maturity in 2014 by refinancing it with a $625 million add-on to its existing senior secured first lien notes due 2019. Claire's Stores, Inc., carries a 'B-' corporate credit rating from Standard & Poor's Ratings Services. COALINGA REGIONAL: S&P Lowers Rating on 2008A COPs to 'B-' ---------------------------------------------------------- Standard & Poor's Ratings Services lowered its long-term rating to 'B-' from 'B' on Coalinga Regional Medical Center, Calif.'s series 2008A certificates of participation (COPs) and subordinate series 2008B COPs. The outlook is negative. "The rating action reflects our view of declining hospital operations," said Standard & Poor's credit analyst Jennifer Hansen. "In our opinion, deterioration in the hospital's underlying creditworthiness raises the risk that at some point the hospital district could file for bankruptcy, as it did in 2003, which could potentially interrupt the general property tax payments pledged to the COPs," Ms. Hansen added. The rating reflects S&P's view of the medical center's underlying creditworthiness, particularly: -- Declining admissions, largely because of decreases from the California Department of Corrections; -- Reduced reimbursement for the medical center's significant skilled-nursing facility (SNF), although that has been lifted for the 2013-14 fiscal year; -- Declining financial operations and cash position; and -- A very small medical staff of 12 active physicians. The negative outlook reflects S&P's anticipation that the medical center will continue to face operational challenges as a result of lower inpatient volumes and cuts in state reimbursement for SNF. COMARCO INC: Insured by Hartford in "Chicony" Litigation -------------------------------------------------------- Comarco, Inc., entered into an agreement with Hartford Casualty Insurance Company and Hartford Insurance Company of the Midwest concerning Hartford's obligations to insure the Company in connection with its ongoing litigation with Chicony Power Technology, Co. Ltd. In October 2012, Hartford agreed to defend certain claims brought against the Company by Chicony, but did not agree to prosecute or pay for any claims the Company brought against Chicony. As a result, the defense of claims brought against the Company by Chicony have been handled by counsel appointed by Hartford at Hartford's cost, with any claims the Company brought against Chicony handled by counsel appointed by the Company at the Company's cost. In July 2013, in response to Comarco's stated desire to have counsel appointed by it representing its consolidated interests across the entirety of the Company's litigation with Chicony, the Company entered into discussions with Hartford and subsequently entered into the Agreement on a means to achieve the Company's desired representation goal. Pursuant to the Agreement: * Hartford agrees to pay 100 percent of the Company's defense costs and 50 percent of the Company's expert fees related to the Action through Aug. 31, 2013; * In addition to the costs and fees through Aug. 31, 2013, on Aug. 27, 2013, Hartford paid the Company a one-time, lump- sum payment, the amount of which is subject to the Company's confidential treatment request; * from and after Sept. 1, 2013, the Company agrees to be solely responsible for all of its costs and expenses in pursuing or defending any claims concerning the Action; and * the Company and Hartford mutually release each other from any and all future claims concerning the Action. The Agreement also contains representations and warranties, indemnity obligations and other terms customary for an agreement of this type. About Comarco Inc. Based in Lake Forest, California, Comarco, Inc. (OTC: CMRO) -- http://www.comarco.com/-- is a provider of innovative, patented mobile power solutions that can be used to power and charge notebook computers, mobile phones, and many other rechargeable mobile devices with a single device. Comarco disclosed a net loss of $5.59 million on $6.33 million of revenue for the year ended Jan. 31, 2013, as compared with a net loss of $5.31 million on $8.06 million of revenue for the year ended Jan. 31, 2012. As of April 30, 2013, the Company had $3.86 million in total assets, $11.05 million in total liabilities and a $7.19 million total shareholders' deficit. Squar, Milner, Peterson, Miranda & Williamson, LLP, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2012. The independent auditors noted that the Company has suffered recurring losses and negative cashflow from operations, has negative working capital and uncertainties surrounding the Company's ability to raise additional funds. These factors, among others, raise substantial doubt about its ability to continue as a going concern. COMMUNITY ACADEMY: S&P Lowers Rating on 2007 Revenue Bonds to 'B+' ------------------------------------------------------------------ Standard & Poor's Ratings Services lowered its long-term rating to 'B+' from 'BBB-' on District of Columbia's series 2007 tax-exempt fixed-rate revenue bonds issued on behalf of Community Academy Public Charter School (CAPCS). The outlook is negative. "The lower rating reflects our assessment of CAPCS' weakened operating performance in fiscal 2013 based on unaudited results, slim debt service coverage, very low levels of unrestricted cash relative to debt, declining enrollment and a recent conditional charter renewal," said Standard & Poor's credit analyst Sharon Gigante. "The negative outlook reflects the potential closure of the Amos 3 campus by the charter authorizer if the school does not meet certain academic performance goals and our view that the school's financial position would be further weakened if the closure results in the loss of more students." The rating also reflects S&P's opinion of the general credit risks associated with all charter schools including the need for multiple charter renewals over the life of the bonds. If Amos 3 closes in 2014, it would constitute the second school closed by the authorizer. The recent closure of the Rand campus supports S&P's concern regarding enrollment decline. In addition, the lack of a current waiting list of students looking to enroll at CAPCS and declining academic performance at three of the five schools in 2011-2012, could result in further enrollment declines and weaken operating margins even further. If the school manages to prevent the closure of its Amos 3 campus, improve its cash levels, and achieves break even to positive operations on a full accrual basis for fiscal 2014, S&P could consider a stable outlook. S&P would likely lower the rating if the Amos 3 campus is closed, or if the school posts another year of negative operations on a full accrual basis, liquidity worsens, or enrollment drops at any of the remaining campuses. Management states CAPCS does not have additional debt plans at this time. COMSTOCK MINING: Completes $8.75 million Public Offering --------------------------------------------------------------- Comstock Mining Inc. completed its public offering of 4,146,920 shares of its common stock at a price of $2.11 per share. The net proceeds to the Company from the offering will be approximately $8.6 million, after deducting underwriting discounts, commissions and estimated offering expenses. The Company intends to use $3 million of the net proceeds from this offering for expansion of the heap leach pad, supporting near term production growth. The Company intends to use the remaining proceeds for the purchase of lands supporting its current, district-wide expansion planning and for general corporate purposes. International Assets Advisory, LLC, acted as private placement agent for the offering. About Comstock Mining Virginia City, Nev.-based Comstock Mining Inc. is a Nevada-based, gold and silver mining company with extensive, contiguous property in the historic Comstock district. The Company began acquiring properties in the Comstock in 2003. Since then, the Company has consolidated a substantial portion of the Comstock district, secured permits, built an infrastructure and brought the exploration project into test mining production. The Company continues acquiring additional properties in the Comstock district, expanding its footprint and creating opportunities for exploration and mining. The goal of the Company's strategic plan is to deliver stockholder value by validating qualified resources (measured and indicated) and reserves (probable and proven) of 3,250,000 gold equivalent ounces by 2013, and commencing commercial mining and processing operations by 2011, with annual production rates of 20,000 gold equivalent ounces. Comstock Mining incurred a net loss of $30.76 million in 2012, a net loss of $11.60 million in 2011 and a net loss of $60.32 million in 2010. As of June 30, 2013, the Company had $38.45 million in total assets, $21.52 million in total liabilities and $16.93 million in total stockholders' equity. CONNECTOR 2000: Insurer Must Back Bonds of Bankrupt Operator ------------------------------------------------------------ Law360 reported that bond insurer ACA Financial Guaranty Corp. must honor insurance policies it issued on $37 million worth of toll road bonds owned by a Massachusetts Mutual Life Insurance Co. affiliate, a New York state appeals court ruled on Sept. 3, even though the road's operator went bankrupt. According to the report, the insurer had argued that the intervening bankruptcy and restructuring of a public-private entity called Connector 2000 Association Inc., which had floated $200 million worth of bonds to finance the construction of a Greenville, S.C., turnpike, had voided the insurance policies. About Connector 2000 Piedmont, South Carolina-based Connector 2000 Association Inc., is a non-profit association set up by the South Carolina Department of Transportation to finance, construct and operate the 16-mile toll road known as the "Southern Connector" in Greenville County, and to build the South Carolina Highway 153 Extension. Connector 2000 filed for bankruptcy protection under Chapter 9 of the Bankruptcy Code (Bankr. D. S.C. Case No. 10-04467) on June 24, 2010, estimating both assets and debts to be between $100 million and $500 million. Judge David R. Duncan presides over the case. Stanley H. McGuffin, Esq., at Haynsworth Sinkler Boyd P.A., serves as bankruptcy counsel. COOPER-BOOTH: Gets Extension to File Its Chapter 11 Plan -------------------------------------------------------- Marie Beaudette, writing for DBR Small Cap, reported that a bankruptcy judge has granted convenience-store supplier Cooper- Booth Wholesale Co. a two-month extension to file a Chapter 11 restructuring plan as it negotiates payment terms with its creditors. About Cooper-Booth Wholesale Cooper-Booth Wholesale Company, L.P. and two affiliates sought Chapter 11 protection (Bankr. E.D. Pa. Lead Case No. 13-14519) in Philadelphia on May 21, 2013, after the U.S. government seized the Company's bank accounts to recover payments made by a large customer caught smuggling Virginia-stamped cigarettes into New York. Serving the mid-Atlantic region, Cooper is one of the top 20 convenience store wholesalers in the country. Cooper supplies cigarettes, snacks, beverages and other food items from Hershey's, Lellogg's, Bic, and Mars to convenience stores. Cooper has been in the wholesale distribution business since 1865 when the Booth Tobacco Company was incorporated in Lancaster, Pennsylvania. The Company has been family owned and operated for three generations. Aris J. Karalis, Esq., and Robert W. Seitzer, Esq., at Maschmeyer Karalis, P.C., in Philadelphia, serve as the Debtors' bankruptcy counsel. Executive Sounding Board Associates, Inc., is the financial advisor. Blank Rome LLP represents the Debtor in negotiations with federal agencies concerning the seizure warrant. Cooper Booth estimated assets of at least $50 million and liabilities of at least $10 million as of the bankruptcy filing. As of the Petition Date, the Debtors' total consolidated funded senior debt obligations were approximately $10.7 million and consisted of, among other things, $7.72 million owing on a revolving line of credit facility, $2.83 million owing on a line of credit for the purchase of equipment, and $166,000 due on a corporate VISA Card. PNC Bank asserts that a letter of credit facility is secured by all personal property owned by Wholesale. Unsecured trade payables totaled $22.8 million as of May 21, 2013. Claudia Z. Springer, Esq., Derek J. Baker, Esq., Brian M. Schenker, Esq., at Reed Smith LLP, in Philadelphia, Pennsylvania, represent the Banks -- PNC Bank, National Association, and PNC Equipment Finance. Mort Branzburg, Esq., and Richard Beck, Esq., at Klehr Harrison Harvey Branzburg LLP, in Philadelphia, Pennsylvania, represent the Official Committee of Unsecured Creditors. Karen Lee Turner, Esq., at Eckert Seamans Cherin & Mellott, LLC, in Philadelphia, represents Zurich American Insurance Company. COOPER-BOOTH: Cash Collateral Stipulation Hearing on Dec. 18 ------------------------------------------------------------ A hearing to consider the approval of Cooper-Booth Wholesale Company, L.P., and its debtor affiliates' stipulated motion to use cash collateral is scheduled for Dec. 18, 2013, at 11:00 a.m. As reported by the TCR on July 25, 2013, the Debtors obtained final authority from Judge Magdeline D. Coleman of the U.S. Bankruptcy Court for the Eastern District of Pennsylvania to use cash collateral of PNC Bank, National Association, and PNC Equipment Finance and Zurich American Insurance Company to pay only approved expenses from July 10, 2013, until the termination date, which will be the earlier of Aug. 31, 2013, or the date upon which an event of default occurs. The Debtors and PNC entered into a second stipulation regarding the use of the Cash Collateral. About Cooper-Booth Wholesale Cooper-Booth Wholesale Company, L.P. and two affiliates sought Chapter 11 protection (Bankr. E.D. Pa. Lead Case No. 13-14519) in Philadelphia on May 21, 2013, after the U.S. government seized the Company's bank accounts to recover payments made by a large customer caught smuggling Virginia-stamped cigarettes into New York. Serving the mid-Atlantic region, Cooper is one of the top 20 convenience store wholesalers in the country. Cooper supplies cigarettes, snacks, beverages and other food items from Hershey's, Lellogg's, Bic, and Mars to convenience stores. Cooper has been in the wholesale distribution business since 1865 when the Booth Tobacco Company was incorporated in Lancaster, Pennsylvania. The Company has been family owned and operated for three generations. Aris J. Karalis, Esq., and Robert W. Seitzer, Esq., at Maschmeyer Karalis, P.C., in Philadelphia, serve as the Debtors' bankruptcy counsel. Executive Sounding Board Associates, Inc., is the financial advisor. SSG Advisors, LLC, serves as investment bankers. Blank Rome LLP represents the Debtor in negotiations with federal agencies concerning the seizure warrant. Roberta A. DeAngelis, the U.S. Trustee for Region 3, appointed three members to the Official Unsecured Creditors' Committee in the Chapter 11 case. Cooper Booth disclosed $58,216,784 in assets and $35,054,482 in liabilities as of the Chapter 11 filing. As of the Petition Date, the Debtors' total consolidated funded senior debt obligations were approximately $10.7 million and consisted of, among other things, $7.72 million owing on a revolving line of credit facility, $2.83 million owing on a line of credit for the purchase of equipment, and $166,000 due on a corporate VISA Card. PNC Bank asserts that a letter of credit facility is secured by all personal property owned by Wholesale. Unsecured trade payables totaled $22.8 million as of May 21, 2013. COOPER-BOOTH: Deadline to File Chapter 11 Plan on November 17 ------------------------------------------------------------- The U.S. Bankruptcy Court for the Eastern District of Pennsylvania has extended until Nov. 17, 2013, Cooper-Booth Wholesale Company, L.P., et al.'s exclusive deadline to file their Chapter 11 plan or plans. The Debtors have until Jan. 16, 2014, to solicit acceptances of their plan or plans. As reported by the Troubled Company Reporter on Aug. 13, 2013, the Debtors sought to keep exclusive control over their Chapter 11 case for another 120 days as they continue to negotiate the terms of a Chapter 11 restructuring plan with creditors. About Cooper-Booth Wholesale Company, L.P. Cooper-Booth Wholesale Company, L.P. and two affiliates sought Chapter 11 protection (Bankr. E.D. Pa. Lead Case No. 13-14519) in Philadelphia on May 21, 2013, after the U.S. government seized the Company's bank accounts to recover payments made by a large customer caught smuggling Virginia-stamped cigarettes into New York. Serving the mid-Atlantic region, Cooper is one of the top 20 convenience store wholesalers in the country. Cooper supplies cigarettes, snacks, beverages and other food items from Hershey's, Lellogg's, Bic, and Mars to convenience stores. Cooper has been in the wholesale distribution business since 1865 when the Booth Tobacco Company was incorporated in Lancaster, Pennsylvania. The Company has been family owned and operated for three generations. Aris J. Karalis, Esq., and Robert W. Seitzer, Esq., at Maschmeyer Karalis, P.C., in Philadelphia, serve as the Debtors' bankruptcy counsel. Executive Sounding Board Associates, Inc., is the financial advisor. SSG Advisors, LLC, serves as investment bankers. Blank Rome LLP represents the Debtor in negotiations with federal agencies concerning the seizure warrant. Roberta A. DeAngelis, the U.S. Trustee for Region 3, appointed three members to the Official Unsecured Creditors' Committee in the Chapter 11 case. Cooper Booth disclosed $58,216,784 in assets and $35,054,482 in liabilities as of the Chapter 11 filing. As of the Petition Date, the Debtors' total consolidated funded senior debt obligations were approximately $10.7 million and consisted of, among other things, $7.72 million owing on a revolving line of credit facility, $2.83 million owing on a line of credit for the purchase of equipment, and $166,000 due on a corporate VISA Card. PNC Bank asserts that a letter of credit facility is secured by all personal property owned by Wholesale. Unsecured trade payables totaled $22.8 million as of May 21, 2013. COOPER-BOOTH: Has Until March 31 to Decide on Bardon Lease ---------------------------------------------------------- The Bankruptcy Court has extended the period for Cooper-Booth Wholesale Company, L.P., to assume, assign or reject its unexpired lease with Bardon Development, LLP, until March 31, 2014. Bardon Development, as lessor under the Lease Agreement, consents to the extension. The Debtor and Bardon Development entered into the Lease Agreement on Jan. 1, 2009, in connection with a real property located at 200 Lincoln West Drive, Mountville, PA. About Cooper-Booth Wholesale Company, L.P. Cooper-Booth Wholesale Company, L.P. and two affiliates sought Chapter 11 protection (Bankr. E.D. Pa. Lead Case No. 13-14519) in Philadelphia on May 21, 2013, after the U.S. government seized the Company's bank accounts to recover payments made by a large customer caught smuggling Virginia-stamped cigarettes into New York. Serving the mid-Atlantic region, Cooper is one of the top 20 convenience store wholesalers in the country. Cooper supplies cigarettes, snacks, beverages and other food items from Hershey's, Lellogg's, Bic, and Mars to convenience stores. Cooper has been in the wholesale distribution business since 1865 when the Booth Tobacco Company was incorporated in Lancaster, Pennsylvania. The Company has been family owned and operated for three generations. Aris J. Karalis, Esq., and Robert W. Seitzer, Esq., at Maschmeyer Karalis, P.C., in Philadelphia, serve as the Debtors' bankruptcy counsel. Executive Sounding Board Associates, Inc., is the financial advisor. SSG Advisors, LLC, serves as investment bankers. Blank Rome LLP represents the Debtor in negotiations with federal agencies concerning the seizure warrant. Roberta A. DeAngelis, the U.S. Trustee for Region 3, appointed three members to the Official Unsecured Creditors' Committee in the Chapter 11 case. Cooper Booth disclosed $58,216,784 in assets and $35,054,482 in liabilities as of the Chapter 11 filing. As of the Petition Date, the Debtors' total consolidated funded senior debt obligations were approximately $10.7 million and consisted of, among other things, $7.72 million owing on a revolving line of credit facility, $2.83 million owing on a line of credit for the purchase of equipment, and $166,000 due on a corporate VISA Card. PNC Bank asserts that a letter of credit facility is secured by all personal property owned by Wholesale. Unsecured trade payables totaled $22.8 million as of May 21, 2013. CYCLONE POWER: CEO Remains Optimistic About Company's Future ------------------------------------------------------------- Cyclone Power Technologies, Inc., issued a letter to shareholders and related press release regarding its earnings and business development for the three month period ended June 30, 2013. "Cyclone continued to make great strides forward in the first half of 2013. We generated consistent revenue in the first and second quarters, made substantial advancements in our core technology, and added key partners to assist in the process of commercializing our engines," Harry Schoell, chairman and chief technical officer, stated in the letter. Mr. Schoell added, "Cyclone continues take action and pursue financing opportunities that, in management's opinion, present the least dilutive options for our shareholders. We are committed to this principal, as is clearly demonstrated by the fact that in June, the Company's four executive officers and directors waived their contractual rights to 2.4 million stock options over the following four quarters." "Overall, the first half of 2013 was very positive for Cyclone, marked by solid growth in our revenue position, technology development, and business model. We have laid out a plan to transition the first engines into production this year and commence consistent revenue, and are on schedule to meet those internal milestones. We expect that you will see major advancements at Cyclone over the second half of 2013, and as a result, we remain optimistic and excited about our future," he concluded. A full-text copy of the Letter is available for free at: http://is.gd/bLckwO About Cyclone Power Pompano Beach, Fla.-based Cyclone Power Technologies, Inc. (Pink Sheets: CYPW) is a clean-tech engineering company, whose business is to develop, commercialize and license its patented Rankine cycle engine technology for applications ranging from renewable power generation to transportation. The Company is the successor entity to the business of Cyclone Technologies LLLP, a limited liability limited partnership formed in Florida in June 2004. Cyclone Technologies LLLP was the original developer and intellectual property holder of the Cyclone engine technology. Cyclone Power disclosed a net loss of $3 million on $1.13 million of revenue for the year ended Dec. 31, 2012, as compared with a net loss of $23.70 million on $250,000 of revenue in 2011. The Company's balance sheet at June 30, 2013, showed $1.36 million in total assets, $4.26 million in total liabilities and a $2.89 million total stockholders' deficit. Mallah Furman, in Mallah Furman, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2012. The independent auditors noted that the Company's dependence on outside financing, lack of sufficient working capital, and recurring losses raises substantial doubt about its ability to continue as a going concern. DECARLO APARTMENTS: Voluntary Chapter 11 Case Summary ----------------------------------------------------- Debtor: DeCarlo Apartments LLC 5700 Boca Raton Blvd. Fort Worth, TX 76112 Bankruptcy Case No.: 13-44071 Chapter 11 Petition Date: September 2, 2013 Court: United States Bankruptcy Court Northern District of Texas (Ft. Worth) Judge: Russell F. Nelms Debtor's Counsel: Howard Marc Spector, Esq. SPECTOR & JOHNSON, PLLC 12770 Coit Road Banner Place, Suite 1100 Dallas, TX 75251 Tel: (214) 365-5377 Fax: (214) 237-3380 E-mail: hspector@spectorjohnson.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 The Debtor did not file a list of its largest unsecured creditors together with its petition. The petition was signed by Michael Preston Hall, manager of managing member. DEMCO INC: Hires Freed Maxick as Accountants -------------------------------------------- Demco, Inc. asks the U.S. Bankruptcy Court for permission to employ Freed Maxick CPAs, P.C. as accountants. Freed Maxick is requesting a total post-petition retainer of $7,500, which is proposed to be paid by the Debtor as cash permits during the weeks following the allowance of the Application. The Debtor attests that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The hearing on the motion will be held before Hon. Michael J. Kaplan, in the courtroom usually occupied by him at the United States Bankruptcy Court, Part I, Olympic Towers, 300 Pearl Street, Third Floor, Buffalo, New York, on Sept. 18, 2013, at 10:00 a.m. The firm's hourly rates are: Name Position Rates ---- -------- ----- Henry G. Koziol, Jr. CPA, CFP Director $400.00 Various Principal $350.00 Various Senior Manager $190.00 - $265.00 Various Manager $175.00 - $190.00 Various Senior Associate $125.00 - $140.00 Various Administrative $90.00 - $105.00 Staff Attorneys for the Debtor can be reached at: Daniel F. Brown, Esq. 333 International Drive, Suite B-4 Williamsville, NY 14221 Direct Dial: (716) 235-5030 Office Number: (716) 633-3200, Ext. 218 Fax: (716) 633-0301 E-mail: dfb@abfmwb.com About Demco Inc. Demco, Inc., aka Decommissioning & Environmental Management Company, is a specialty trade contractor based in West Seneca, New York, which provides demolition services, nuclear work, environmental clean-up, disaster response and a variety of other services throughout the United States and, on a project-by-project basis, internationally. Some of Demco's better known demolition projects in the past have included the Rocky Flats Nuclear Power Plant, Yankee Stadium, the Orange Bowl, Buffalo Memorial Auditorium, and the Sunflower Army Ammunition Plant. Demco filed for Chapter 11 protection (Bankr. W.D.N.Y. Case No. 12-12465) on Aug. 6, 2012. Bankruptcy Judge Michael J. Kaplan presides over the case. Daniel F. Brown, Esq., at Andreozzi, Bluestein, Fickess, Muhlbauer Weber, Brown, LLP, represents the Debtor in its restructuring effort. The Debtor estimated assets and debts at $10 million to $50 million. The petition was signed by Michael J. Morin, controller. Tracy Hope Davis, the U.S. Trustee for Region 2, appointed three creditors to serve on the Official Committee of Unsecured Creditors. First Niagara Bank, the cash collateral lender, is represented by William F. Savino, Esq., at Damon Morey. DETROIT, MI: Hearing Set on Whether Snyder, et al., Can Be Deposed ------------------------------------------------------------------ Chad Livengood, writing for Detroit News Lansing Bureau, reported that U.S. Bankruptcy Judge Steven Rhodes has agreed to hear arguments on whether Gov. Rick Snyder and other top state officials should be deposed by labor unions in the city's bankruptcy case. According to the report, Rhodes on Sept. 3 set a hearing for 10 a.m. Sept. 10 on whether to grant the state's motion to protect Snyder, state Treasurer Andy Dillon and others from being forced to testify under oath in depositions requested by the American Federation of State, County and Municipal Employees Council 25 and the United Auto Workers. AFSCME, the UAW and a retiree group also have requested various records from state officials that could bolster their claims that the city negotiated in bad faith and is not eligible for bankruptcy protection, the report related. Attorney General Bill Schuette's office has argued the subpoenas created "an unnecessary and undue burden" and are not relevant to whether Detroit is eligible for Chapter 9 bankruptcy, the report said. Over the holiday weekend, AFSCME attorney Sharon Levine responded to the state's motion to quash her subpoenas and claimed the union "not seeking to pursue a fishing expedition through discovery, but needs to preserve its rights to obtain any information that AFSCME deems relevant to its objection to eligibility," the report further related. 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. Detroit 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. Sharon Levine, Esq., at Lowenstein Sandler LLP, is representing the American Federation of State, County and Municipal Employees and the International Union. Babette Ceccotti, Esq., at Cohen, Weiss & Simon LLP, is representing the United Automobile, Aerospace and Agricultural Implement Workers of America. A nine-member official committee of retired workers was appointed in the case. The Retirees' Committee is represented by Dentons US LLP. DETROIT, MI: Pension Funds at Risk of Losing Millions ----------------------------------------------------- Joe Guillen, writing for The Detroit Free Press, reported that Detroit's two pension funds are at risk of losing at least $24 million in a complicated investment in a historic downtown hotel, at a time when the current and future financial health of those funds are a major issue in the city's petition for Chapter 9 bankruptcy. According to the report, the owner of the iconic Westin Book Cadillac Hotel has not made a single payment to the Detroit General Retirement System on a $9-million loan made in 2006 to help renovate and open the hotel. That same owner, the Ferchill Group, has not paid back a $15-million loan backed by the Police and Fire Retirement System. The hotel has struggled financially since reopening in 2008, but the Ferchill Group CEO says it is not in danger of closing, the report related. But neither of the funds' investments are being repaid. The General Retirement System has limited options under the loan agreement to force payment on its investment, one of several real estate deals that have tanked for the pension funds. Detroit emergency manager Kevyn Orr is looking into the pension funds' real estate deals as part of an investigation he ordered into all Detroit employee benefits programs, his spokesman Bill Nowling said, the report further related. Orr has said the city's pension systems are underfunded by more than $3 billion. 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. Detroit 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. Sharon Levine, Esq., at Lowenstein Sandler LLP, is representing the American Federation of State, County and Municipal Employees and the International Union. Babette Ceccotti, Esq., at Cohen, Weiss & Simon LLP, is representing the United Automobile, Aerospace and Agricultural Implement Workers of America. A nine-member official committee of retired workers was appointed in the case. The Retirees' Committee is represented by Dentons US LLP. E-DEBIT GLOBAL: Yet to Set Date of Special Shareholders Meeting --------------------------------------------------------------- The Officers and Directors are giving notice to the E-Debit Global Corporation shareholders of its intention to hold a special shareholders meeting. "Discussions, enquiries and advice has been and is continuing to be reviewed with our Securities Legal counsel related to the date and procedures pertaining to the holding of a "Special E-Debit Global Corporation Inc. Shareholder meeting" in regards to the current and ongoing re-organization of the company and its subsidiaries," advises Doug Mac Donald, E-Debit's president and CEO. "We are in the process of making additional strategic changes related to all aspects of the Company which will solidify our efforts to bring both administrative and financial stability to E- Debit Global Corporation. Further advice will be immediately forthcoming as a result of recent industry developments outlining the issues to be presented to the Shareholders in addition to this past year's reorganizational efforts and the implementation of a go-forward outline of imminent and pending changes," added Mr. Mac Donald. About E-Debit Global Calgary, Canada-based E-Debit Global Corporation's primary business is the sale and operation of cash vending (ATM) and point of sale (POS) machines in Canada. As reported in the TCR on April 23, 2012, Schumacher & Associates, Inc., in Littleton, Colorado, expressed substantial doubt about E- Debit Global's ability to continue as a going concern, citing the Company's net losses for the years ended Dec. 31, 2012, and 2011, and working capital and stockholders' deficits at Dec. 31, 2012, and 2011. E-Debit Global incurred a net loss of $831,276 in 2012 as compared with a net loss of $1.09 million in 2011. The Company's balance sheet at March 31, 2013, showed US$1.2 million in total assets, US$3.4 million in total liabilities, and a stockholders' deficit of US$2.2 million. EARL GAUDIO: U.S. Trustee Appoints 5-Member Creditors Panel ----------------------------------------------------------- Nancy J. Gargula, the U.S. Trustee for Region 10, appointed three members to the official committee of unsecured creditors in the Chapter 11 cases of Earl Gaudio & Son, Inc. The Creditors Committee members are: 1. John Cumbee Surepayroll, Finance Director 2350 Ravine Way, Ste 100 Glenview, IL 60025 Tel: 847-676-8420 ext. 7293 Fax: 224-260-4107 (direct) E-mail: John.Cumbee@surepayroll.com 2. Paul McNiel Chief Financial Officer Mike-Sells Potato Chip Company, 333 Leo Street Pob 115 Dayton, OH 45404-0115 Tel: 937-228-9400 Fax: 937-461-5707 E-mail: pmcniel@mike-sells.com 3. Brian Carnaghi President Carnaghi Towing & Repair, Inc. 2000 Georgetown RD Tilton, IL 61833 Tel: 217-446-0333 Fax: 217-446-0349 E-mail: towcarnaghi@yahoo.com Sabrina M. Petesch is the attorney for U.S. Trustee Earl Gaudio & Son Inc. filed a Chapter 11 petition (Bankr. C.D. Ill. Case No. 13-90942) on July 19, 2013. The petition was signed by Angela E. Major Hart, as authorized signer of First Midwest Bank, custodian. Judge Gerald D. Fines presides over the case. The Debtor estimated assets of at least $10 million and debts of at least $1 million. John David Burke, Esq., at Ice Miller, LLP, serves as the Debtor's counsel. EARL GAUDIO: Can Employ First Midwest Bank as Custodian ------------------------------------------------------- Earl Gaudio & Son Inc. sought and obtained approval from the U.S. Bankruptcy Court to employ First Midwest Bank as custodian. First Midwest Bank was appointed as custodian pursuant to a Consent Order entered by the Circuit Court for the Fifth Judicial Circuit of Illinois on June 27, 2012. First Midwest Bank has served as custodian since that time and has functioned as the management of the Debtor, handing all aspects of the operation of the Debtor. It has also acted as a facilitator and driver for efforts to sell the Debtor's assets in an expeditious, efficient, and measured fashion and address the outstanding liabilities of the Debtor. As a result, First Midwest Bank has gained considerable knowledge regarding the historical and current operations of the Debtor, its financials and records, and its various obligations to creditors and third parties. The professionals within First Midwest Bank who may have some role in fulfilling its duties as Custodian and their current standard hourly rates are: * Angela Hart, Esq., an attorney with more than a decade of experience in business representation and administration - $250/hour; * Michele Morgan, CTFA, an officer with more than 20 years of fiduciary experience - $250/hour; * Rebecca Little, Esq., an attorney and accountant with approximately a decade of experience - $250/hour; * Barbara Danaher, an officer with approximately 20 years of experience in wealth management - $250/hour; * Kimberly Klonicki CPA, an accountant with more than a decade of experience in business accounting - $125/hour; * Tanya White, an accountant with approximately 15 years of experience in business accounting and tax return preparation - $125/hour; * Debbie Ritke, an assistant with significant real property experience as a realtor, lender and title industries - $125/hour; and * Kelly Griffin, an assistant with almost 20 years of wealth management experience - $125/hour. First Midwest Bank maintains offices at, among other locations, 24509 W. Lockport Street, Plainfield, IL 60544. Earl Gaudio & Son Inc. filed a Chapter 11 petition (Bankr. C.D. Ill. Case No. 13-90942) on July 19, 2013. The petition was signed by Angela E. Major Hart, as authorized signer of First Midwest Bank, custodian. Judge Gerald D. Fines presides over the case. The Debtor estimated assets of at least $10 million and debts of at least $1 million. John David Burke, Esq., at Ice Miller, LLP, serves as the Debtor's counsel. EARL GAUDIO: Court Approves Ice Miller as Counsel ------------------------------------------------- Earl Gaudio & Son Inc. sought and obtained approval from the U.S. Bankruptcy Court to employ Ice Miller LLP as Counsel. Ice Miller has agreed to reduce the hourly rate for Jennifer Okey as set forth in the Application to $150.00 per hour. The Debtor attests that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. Earl Gaudio & Son Inc. filed a Chapter 11 petition (Bankr. C.D. Ill. Case No. 13-90942) on July 19, 2013. The petition was signed by Angela E. Major Hart, as authorized signer of First Midwest Bank, custodian. Judge Gerald D. Fines presides over the case. The Debtor estimated assets of at least $10 million and debts of at least $1 million. John David Burke, Esq., at Ice Miller, LLP, serves as the Debtor's counsel. EASTMAN KODAK: Files Copy of Plan & Confirmation Order with SEC --------------------------------------------------------------- The Bankruptcy Court entered an order confirming the revised First Amended Joint Chapter 11 Plan of Reorganization of Eastman Kodak Company and its Debtor affiliates on Aug. 23, 2013. The Plan is not yet effective. Consummation of the Plan is subject to the satisfaction of certain conditions. The date on which all conditions to the effectiveness of the Plan have been satisfied or waived will be the "Effective Date" of the Plan. The Plan contemplates that: * the Debtors' obligations under or pursuant to the Second Lien Notes Indentures, Unsecured Notes Indentures, Equity Interests, or any other instrument evidencing or creating any indebtedness or obligation of or ownership interest in the Debtors or giving rise to any claim or equity interest will be cancelled, except as otherwise specifically provided in the Plan; * the Company's Certificate of Incorporation will be amended and restated to authorize the issuance of 560 million shares of stock, consisting of 60 million shares of preferred stock, no par value, and 500 million shares of common stock, par value $0.01 per share; * the Company will issue 40 million shares of common stock, including shares subscribed for pursuant to the Rights Offerings, to unsecured creditors or the Backstop Parties, and will issue additional common stock to satisfy payment of the Backstop Fees; * the Holders of General Unsecured Claims and the Retiree Settlement Unsecured Claim will receive (a) a Pro Rata share of the six million shares of New Common Stock to be distributed from the Unsecured Creditor New Common Stock Pool, (b) a Pro Rata share of net-share settled Warrants to purchase: (i) 2,085,008 shares of New Common Stock at an exercise price of $14.93 and (ii) 2,085,008 shares of New Common Stock at an exercise price of $16.12, (c) Pro Rata distributions from the Kodak GUC Trust and (d) applicable Rights Offerings Consideration, as provided in the Plan; * the Holders of Second Lien Notes Claims will receive payment in cash equal to the outstanding principal amount of the Second Lien Notes, accrued and unpaid interest as of the Effective Date, and a Pro Rata share of the $20 million Second Lien Settlement Amount; * claims held by KPP will be resolved pursuant to the terms of the KPP Global Settlement, as disclosed in the Company's report on Form 8-K filed on April 29, 2013; and * no Holder of an Equity Interest will receive any Distribution on account of its Equity Interest. On and after the Effective Date, all Equity Interests in Kodak will be cancelled and will be of no further force and effect, whether surrendered for cancellation or otherwise. Treatment of Executory Contracts or Unexpired Leases The Plan provides that on the Effective Date, all Executory Contracts or Unexpired Leases not previously assumed or rejected pursuant to an order of the Bankruptcy Court will be deemed rejected, unless (a) they are the subject of a motion to assume that is pending on the Effective Date or (b) the Company has elected to assume them pursuant to the Plan. The Plan further provides that the entry of the Confirmation Order by the Bankruptcy Court constitutes approval of those rejections and that any claims arising from the rejection of an Executory Contract or Unexpired Lease not filed with the Bankruptcy Court within 30 days after the Effective Date, unless rejected at a later date as a result of a disputed assumption, assignment or cure amount, will be automatically disallowed and forever barred from assertion, and shall not be enforceable against the Debtors, the Reorganized Debtors, or any of their property. All Allowed Claims arising from the rejection of Debtors' Executory Contracts or Unexpired Leases will be classified as Unsecured Claims. Registration Rights On the Effective Date, the Company and the Backstop Parties will execute a Registration Rights Agreement in the form filed with the Bankruptcy Court as part of the Plan Supplement, pursuant to which the Backstop Parties will receive certain customary registration rights with respect to their shares of New Common Stock. Warrant Agreement On the Effective Date, the Company will issue to the Holders of General Unsecured Claims and the Retiree Settlement Unsecured Claim, net-share settled Warrants to purchase: (i) 2,085,008 shares of New Common Stock at an exercise price of $14.93 and (ii) 2,085,008 shares of New Common Stock at an exercise price of $16.12, in each case subject to any applicable antidilution adjustments and any other applicable terms of the Warrant Agreement. Kodak GUC Trust On the Effective Date, certain avoidance actions of the Debtors will be transferred to a liquidating trust to be established pursuant to the Plan and in accordance with the Kodak GUC Trust Agreement. The Holders of General Unsecured Claims and the Retiree Settlement Unsecured Claim will receive Pro Rata distributions from the Kodak GUC Trust. Sources of Funds The Plan will be funded by (a) a $695 million emergence term loan facility, consisting of a $420 million, six-year first-lien term loan, and a $275 million, seven-year second-lien term loan, (b) approximately $406 million in proceeds from the Rights Offerings, (c) a $200 million, five-year senior secured asset-based revolving credit facility and (d) $525 million of cash proceeds from the KPP Global Settlement. Securities to be Issued Under the Plan As of Aug. 2, 2013, the Company had 272,782,187 shares of common stock issued and outstanding. On the Effective Date, all outstanding shares of the Company's common stock will be cancelled. Pursuant to the Plan: * 34,000,000 shares of New Common Stock will be issued to the Holders of Allowed General Unsecured Claims and the Retiree Settlement Unsecured Claim and to the Backstop Parties in connection with the Rights Offerings; * 1,700,168 shares of New Common Stock will be issued to the Backstop Parties in payment of the Backstop Fees; * 6,000,000 shares of New Common Stock will be issued to the Holders of Allowed General Unsecured Claims or the Retiree Settlement Unsecured Claim from the Unsecured Creditor New Common Stock Pool; and * Warrants to purchase 2,085,008 shares of New Common Stock at an exercise price of $14.93 and 2,085,008 shares of New Common Stock at an exercise price of $16.12 (in each case subject to any applicable anti-dilution adjustments and any other applicable terms of the Warrant Agreement), will be issued to the Holders of Allowed General Unsecured Claims or Retiree Settlement Unsecured Claims. Upon the issuance of shares of New Common Stock to participants in the Rights Offerings, to the Backstop Parties as payment of the Backstop Fees, and to Holders of Allowed General Unsecured Claims or the Retiree Settlement Unsecured Claim as distributions on account of their Claims, a total of 41,700,168 shares of New Common Stock of the Company will be issued and outstanding. In addition, 4,170,016 shares of New Common Stock will be reserved for issuance upon exercise of the Warrants, and an additional 4,792,480 shares of New Common Stock will be reserved for issuance under the New Equity Plan. Employee and Director Matters The New Equity Plan will become effective on the Effective Date and Reorganized Kodak may issue to participants in such plan up to 4,792,480 shares of Common Stock. The Plan also provides that, on the Effective Date, certain employment agreements with members of senior management will become effective and Reorganized Kodak will assume compensation and benefits programs that are not specifically rejected or terminated. Also in connection with the Plan, the following directors will cease to serve on the Company?s board of directors as of the Effective Date: Richard S. Braddock, Timothy M. Donahue, Michael J. Hawley, William H. Hernandez, Douglas R. Lebda, Kyle P. Legg, Delano E. Lewis, Joel Seligman and Dennis F. Strigl. Pursuant to the Plan and the Confirmation Order, as of the Effective Date, Mark S. Burgess, Matt Doheny, John A. Janitz, George Karfunkel, Jason New and Derek Smith will become members of the board of directors of Reorganized Kodak. Existing directors James V. Continenza, William G. Parrett and Antonio M. Perez will become members of the New Board. Certain members of the New Board were selected by the Backstop Parties and the Creditors' Committee in accordance with the terms of the Plan and the Backstop Commitment Agreement. In addition, Antonio M. Perez will continue as the Company's Chief Executive Officer, Rebecca A. Roof will continue as the Company's Chief Financial Officer and Eric H. Samuels will continue as the Company's Chief Accounting Officer following the Effective Date. Third Party Releases On the Effective Date, pursuant to the Plan, certain Holders have voluntarily released and discharged the Released Parties from certain claims, obligations, rights, suits, damages, Causes of Action, remedies and liabilities in connection with the Chapter 11 Cases. A copy of the Confirmation Order is available for free at: http://is.gd/bwlwzc A copy of the Plan is available for free at: http://is.gd/48Cjaz About Eastman Kodak Rochester, New York-based Eastman Kodak Company and its U.S. subsidiaries on Jan. 19, 2012, filed voluntarily Chapter 11 petitions (Bankr. S.D.N.Y. Lead Case No. 12-10202) in Manhattan. Subsidiaries outside of the U.S. were not included in the filing and are expected to continue to operate as usual. Kodak, founded in 1880 by George Eastman, was once the world's leading producer of film and cameras. Kodak sought bankruptcy protection amid near-term liquidity issues brought about by steeper-than-expected declines in Kodak's historically profitable traditional businesses, and cash flow from the licensing and sale of intellectual property being delayed due to litigation tactics employed by a small number of infringing technology companies with strong balance sheets and an awareness of Kodak's liquidity challenges. In recent years, Kodak has been working to transform itself from a business primarily based on film and consumer photography to a smaller business with a digital growth strategy focused on the commercialization of proprietary digital imaging and printing technologies. Kodak has 8,900 patent and trademark registrations and applications in the United States, as well as 13,100 foreign patents and trademark registrations or pending registration in roughly 160 countries. Attorneys at Sullivan & Cromwell LLP and Young Conaway Stargatt & Taylor, LLP, serve as counsel to the Debtors. FTI Consulting, Inc., is the restructuring advisor. Lazard Freres & Co. LLC, is the investment banker. Kurtzman Carson Consultants LLC is the claims agent. The Official Committee of Unsecured Creditors has tapped Milbank, Tweed, Hadley & McCloy LLP, as its bankruptcy counsel. Michael S. Stamer, Esq., David H. Botter, Esq., and Abid Qureshi, Esq., at Akin Gump Strauss Hauer & Feld LLP, represent the Unofficial Second Lien Noteholders Committee. The Retirees Committee has hired Haskell Slaughter Young & Rediker, LLC, and Arent Fox, LLC as Co-Counsel; Zolfo Cooper, LLC, as Bankruptcy Consultants and Financial Advisors; and the Segal Company, as Actuarial Advisors. Robert J. Stark, Esq., Andrew Dash, Esq., and Neal A. D'Amato, Esq., at Brown Rudnick LLP, represent Greywolf Capital Partners II; Greywolf Capital Overseas Master Fund; Richard Katz, Kenneth S. Grossman; and Paul Martin. Kodak completed the $527 million sale of digital-imaging technology on Feb. 1, 2013. Kodak intends to reorganize by focusing on the commercial printing business. At the end of April 2013, Kodak filed a proposed reorganization plan offering 85 percent of the stock to holders of the remaining $375 million in second-lien notes. The other 15 percent is for unsecured creditors with $2.7 billion in claims and retirees who have a $635 million claim from the loss of retirement benefits. EDENOR SA: Posts Ps.1.8 Billion Profit in Second Quarter -------------------------------------------------------- Edenor S.A. reported profit of Ps.1.81 billion on Ps.820.40 million of revenue from sales for the three months ended June 30, 2013, as compared with a loss of Ps.259.15 million on Ps.708.53 million of revenue from sales for the same period last year. For the six months ended June 30, 2013, Edenor reported profit of Ps.1.30 billion on Ps.1.65 billion of revenue from sales, as compared with a loss of Ps.348.57 million on Ps.1.43 billion of revenue from sales for the same period a year ago. The Company's balance sheet at June 30, 2013, showed Ps.7.21 billion in total assets, Ps.5.47 billion in total liabilities and Ps.1.74 billion in total equity. "Given the fact that the realization of the projected measures to revert the manifested negative trend depends, among other factors, on the occurrence of certain events that are not under the Company's control, such as the requested electricity rate increases or the implementation of another source of financing or offsetting mechanism, the Board of Directors has raised substantial doubt about the ability of the Company to continue as a going concern in the term of the next fiscal year, being obliged to defer once again certain payment obligations, as previously mentioned, or unable to comply with the agreed-upon salary increases or the increases recorded in third-party costs," the Company said in the regulatory filing. A copy of the press release is available for free at: http://is.gd/MhPDVh As required by Section 63 of the Buenos Aires Stock Exchange Regulations and Resolution No. 2/12, Victor A. Ruiz, Officer in charge of Market Relations, informed the Exchange that at the Company's Board of Directors meeting held on Aug. 8, 2013, the following documents were approved: * Condensed Statement of Financial Position, Condensed Statement of Comprehensive Income, Condensed Statement of Changes in Equity, Condensed Statement of Cash Flows, Notes and Exhibits to the Financial Statements -all of them Separate and Consolidated-, Informative Summary and the information required by section 68 of the aforementioned regulations, relating to the six-month interim period ended June 30, 2013. About Edenor SA Headquartered in Buenos Aires, Argentina, Edenor S.A. (NYSE: EDN; Buenos Aires Stock Exchange: EDN) is the largest electricity distribution company in Argentina in terms of number of customers and electricity sold (both in GWh and Pesos). Through a concession, Edenor distributes electricity exclusively to the northwestern zone of the greater Buenos Aires metropolitan area and the northern part of the city of Buenos Aires. Edenor S.A. disclosed a loss of ARS1.01 billion on ARS3.72 billion of revenue from sales for the year ended Dec. 31, 2012, as compared with a net loss of ARS291.38 million on ARS2.80 billion of revenue from sales for the year ended Dec. 31, 2011. ELBIT IMAGING: Incurs NIS471.4 Million Net Loss in 2nd Quarter -------------------------------------------------------------- Elbit Imaging Ltd. reported a net loss of NIS471.40 million on NIS91.50 million of total revenues for the three months ended June 30, 2013, as compared with a net loss of NIS145.46 million on NIS86.84 million of total revenues for the same period during the prior year. For the six months ended June 30, 2013, the Company reported a net loss of NIS584.58 million on NIS168.38 million of total revenues as compared with a net loss of NIS276.41 million on NIS175.50 million of total revenues for the same period last year. As of June 30, 2013, the Company had NIS5.80 billion in total assets, NIS5.19 billion in total liabilities and NIS613.57 million in shareholders' equity. A copy of the press release is available for free at: http://is.gd/Kqcmfu 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. 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. ELEPHANT TALK: Borrows EUR4 Million From Saffelberg Investments --------------------------------------------------------------- Elephant Talk Communications Corp. issued a Convertible Note to Saffelberg Investments NV, due Aug. 28, 2015, pursuant to which the Company borrowed a principal amount of EUR4,000,000 at an interest rate of 10 percent per annum. At any time after Aug. 28, 2013, the Convertible Note is convertible, in whole or in part, at the option of the Investor, into a number of shares of common stock, par value $0.00001, of the Company equal to the quotient of the outstanding balance under the Convertible Note by $0.887. The Convertible Note also contains default provisions, including provisions for potential acceleration of the Convertible Note. The Company has received the funds for the Convertible Note and intends to use the proceeds from the Convertible Note and any issuance of shares under the Warrant primarily for working capital. In conjunction with the issuance of the Convertible Note, on Aug. 28, 2013, the Company issued a warrant to Saffelberg Investments to purchase 2,000,000 shares of restricted common stock. The Warrant is exercisable at any time on or after Feb. 28, 2014, at a price of $0.887 per share. The Warrant has a five year term. The transaction is expected to be completed as soon as possible, subject to approval of the Company's listing application with NYSE MKT. About Elephant Talk Lutz, Fla.-based Elephant Talk Communications, Inc. (OTC BB: ETAK) -- http://www.elephanttalk.com/-- is an international provider of business software and services to the telecommunications and financial services industry. Elephant Talk disclosed a net loss attributable to the Company of $23.13 million in 2012, a net loss attributable to the Company of $25.31 million in 2011 and a net loss attributable to the Company of $92.48 million in 2010. The Company's balance sheet at March 31, 2013, showed $34.47 million in total assets, $18.29 million in total liabilities, and $16.18 million in total stockholders' equity. BDO USA, LLP, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2012. The independent auditors noted that the Company has suffered recurring losses from operations has an accumulated deficit of $203.3 million and continues to generate negative cash flows that raise substantial doubt about its ability to continue as a going concern. ENOVA SYSTEMS: Board OKs Grant of 4.4MM Shares Option to CEO ------------------------------------------------------------ Enova Systems, Inc.'s Board of Directors has approved amendments to increase the number of shares authorized for issuance under the Company's Equity Compensation Plan and the grant of an equity option to John Micek, president and CEO. On Aug. 27, 2013, the Board of Directors of Enova Systems approved amendments to Enova's 2006 Equity Compensation Plan (a) to increase the number of shares authorized for issuance thereunder from 3,000,000 shares to 9,000,000 shares and (b) to increase the number of shares of common stock that may be issued to an individual in any calendar year from 500,000 shares to 5,000,000 shares. Additionally, on Aug. 27, 2013, the Board approved the grant to John Micek, the president and CEO of Enova, of an option to purchase 4,400,000 shares of the Common Stock of Enova at an exercise price of $0.02 per share. The vesting of that option was made conditional upon the Board approving, and Enova entering into definitive agreements covering and thereafter consummating, (x) a sale of all or substantially all of Enova's assets or (y) the acquisition of Enova by another entity by means of a merger, share exchange, tender offer or other similar transaction or (z) the acquisition by Enova of another entity by means of a merger, share exchange, tender offer or other similar transaction. About Enova Systems Torrance, Calif.-based Enova Systems, Inc., engages in the development, design and production of proprietary, power train systems and related components for electric and hybrid electric buses and medium and heavy duty commercial vehicles. In its report on the consolidated financial statements for the year ended Dec. 31, 2012, PMB Helin Donovan, LLP, in San Francisco, California, expressed substantial doubt about Enova Systems' ability to continue as a going concern, citing the Company's significant recurring losses and accumulated deficit. The Company reported a net loss of $8.2 million on $1.1 million of revenues in 2012, compared with a net loss of $7.0 million on $6.6 million of revenues in 2011. The Company's balance sheet at March 31, 2013, showed $2.88 million in total assets, $5.92 million in total liabilities and a $3.03 million total stockholders' deficit. Bankruptcy warning On Dec. 12, 2012, a judgment was entered by the United States District Court Northern District of Illinois in favor of Arens Controls Company, L.L.C., in the amount of $2,014,169 regarding claims for two counts. In 2008, Arens Controls Company, L.L.C. filed claims against Enova with the United States District Court Northern District of Illinois. A Partial Settlement Agreement, as amended on Jan. 14, 2011, resolved certain claims made by Arens. However, the claims were preserved under two remaining counts concerning (i) anticipatory breach of contract by Enova for certain purchase orders that resulted in lost profit to Arens and (ii) reimbursement for engineering and capital equipment costs incurred by Arens exclusively for the fulfillment of certain purchase orders received from Enova. The Company filed a notice of appeal on Jan. 15, 2013. The Company believes the court committed errors leading to the verdict and judgment, and the Company is evaluating its options on appeal. "However, there can be no assurance that the appeal will be successful or a negotiated settlement can be attained or that Arens will assert its claim in the state of California, and thereby cause the Company to go into bankruptcy," the Company said in its quarterly report for the period ended March 31, 2013. EXIDE TECHNOLOGIES: Asks Court to Halt $115MM Calif. Plant Suit --------------------------------------------------------------- Law360 reported that Exide Technologies Inc. asked a bankruptcy judge to throw out a $115 million putative class action over environmental hazards at its Vernon, Calif., battery recycling facility, saying the suit would unnecessarily drain the pool of funds for unsecured creditors in its Chapter 11 bankruptcy negotiations. According to the report, the Milton, Ga.-based battery maker said in the court filing that there's no reason to move forward with the class action while it is in negotiations with its creditors. 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 returned to Chapter 11 bankruptcy (Bankr. D. Del. Case No. 13-11482) on June 10, 2013. For the new case, Exide has tapped Anthony W. Clark, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, and Pachulski Stang Ziehl & Jones LLP as counsel; Alvarez & Marsal as financial advisor; Sitrick and Company Inc. as public relations consultant and GCG as claims agent. The Debtor disclosed $1.89 billion in assets and $1.14 billion in liabilities as of March 31, 2013. Exide's international operations were not included in the filing and will continue their business operations without supervision from the U.S. courts. The Official Committee of Unsecured Creditors is represented by Lowenstein Sandler LLP and Morris, Nichols, Arsht & Tunnell LLP as co counsel. Zolfo Cooper, LLC serves as its bankruptcy consultants and financial advisors. FIBERTOWER CORP: Asks Judge to Block Lawsuit Against Leaders ------------------------------------------------------------ Katy Stech, writing for DBR Small Cap, reported that attorneys in charge of former telecom company FiberTower Corp. are trying to block a lawsuit against its executives, arguing that angry creditors wouldn't ultimately be able to prove that company leaders acted "recklessly" with the recommendation against building out unprofitable networks just to please federal regulators. About FiberTower Corp. FiberTower Corporation, FiberTower Network Services Corp., FiberTower Licensing Corp., and FiberTower Spectrum Holdings LLC filed for Chapter 11 protection (Bankr. N.D. Tex. Case Nos. 12-44027 to 12-44031) on July 17, 2012, together with a plan support agreement struck with prepetition secured noteholders. FiberTower is an alternative provider of facilities-based backhaul services, principally to wireless carriers, and a national provider of millimeter-band spectrum services. Backhaul is the transport of voice, video and data traffic from a wireless carrier's mobile base station, or cell site, to its mobile switching center or other exchange point. FiberTower provides spectrum leasing services directly to other carriers and enterprise clients, and also offer their spectrum services through spectrum brokerage arrangements and through fixed wireless equipment partners. FiberTower's significant asset is the ownership of a national spectrum portfolio of 24 GHz and 39 GHz wide-area spectrum licenses, including over 740 MHz in the top 20 U.S. metropolitan areas and, in the aggregate, roughly 1.72 billion channel pops (calculated as the number of channels in a given area multiplied by the population, as measured in the 2010 census, covered by these channels). FiberTower believes the Spectrum Portfolio represents one of the largest and most comprehensive collections of millimeter wave spectrum in the U.S., covering areas with a total population of over 300 million. As of the Petition Date, FiberTower provides service to roughly 5,390 customer locations at 3,188 deployed sites in 13 markets throughout the U.S. The fixed wireless portion of these hybrid services is predominantly through common carrier spectrum in the 11, 18 and 23 GHz bands. FiberTower's biggest service markets are Dallas/Fort Worth and Washington, D.C./Baltimore, with additional markets in Atlanta, Boston, Chicago, Cleveland, Denver, Detroit, Houston, New York/New Jersey, Pittsburgh, San Antonio/Austin/Waco and Tampa. As of June 30, 2012, FiberTower's books and records reflected total combined assets, at book value, of roughly $188 million and total combined liabilities of roughly $211 million. As of the Petition Date, FiberTower had unrestricted cash of roughly $23 million. For the six months ending June 30, 2012, FiberTower had total revenue of roughly $33 million. With the help of FTI Consulting Inc., FiberTower's preliminary valuation work shows that the Company's enterprise value is materially less than $132 million -- i.e., the approximate principal amount of the 9.00% Senior Secured Notes due 2016 outstanding as of the Petition Date. The preliminary valuation work is based upon the assumption that FiberTower's spectrum licenses will not be terminated. Fibertower Spectrum disclosed $106,630,000 in assets and $175,501,975 in liabilities as of the Chapter 11 filing. Judge D. Michael Lynn oversees the Chapter 11 case. Lawyers at Andrews Kurth LLP serve as the Debtors' lead counsel. Lawyers at Hogan Lovells and Willkie Farr and Gallagher LLP serve as special FCC counsel. FTI Consulting serve as financial advisor. BMC Group Inc. serve as claims and noticing agent. The petitions were signed by Kurt J. Van Wagenen, president. Wells Fargo Bank, National Association -- as indenture trustee and collateral agent to the holders of 9.00% Senior Secured Notes due 2016 owed roughly $132 million as of the Petition Date -- is represented by Eric A. Schaffer, Esq., at Reed Smith LLP. An Ad Hoc Committee of Holders of the 9% Secured Notes Due 2016 is represented by Kris M. Hansen, Esq., and Sayan Bhattacharyya, Esq., at Stroock & Stroock & Lavan LLP. Wells Fargo and the Ad Hoc Committee also have hired Stephen M. Pezanosky, Esq., and Mark Elmore, Esq., at Haynes and Boone, LLP, as local counsel. U.S. Bank, National Association -- in its capacity as successor indenture trustee and collateral agent to holders of the 9.00% Convertible Senior Secured Notes due 2012, owed $37 million as of the Petition Date -- is represented by Michael B. Fisco, Esq., at Faegre Baker Daniels LLP, as counsel and J. Mark Chevallier, Esq., at McGuire Craddock & Strother PC as local counsel. William T. Neary, the U.S. Trustee for Region 6 appointed five members to the Official Committee of Unsecured Creditors in the Debtors' cases. The Committee is represented by Otterbourg, Steindler, Houston & Rosen, P.C., and Cole, Schotz, Meisel, Forman & Leonard, P.A. Goldin Associates, LLC serves as its financial advisors. In May 2013, FiberTower sought and obtained Court authority to sell their telecommunications equipment and employ American Communications, LLC, as telecommunications equipment reseller. According to the Debtors, the telecommunications equipment, which was a part of their backhaul business, is no longer necessary in the conduct of their business. They, however, believe that the equipment may have resale value that would benefit their estates. In February 2013, FiberTower filed with the Court a motion to sell assets that are primarily utilized by the Debtors to provide wireless backhaul services in the State of Ohio to Cellco Partnership (dba Verizon Wireless) free and clear for $1.5 million. Verizon Wireless will also pay the pre-closing, monthly operating costs incurred by the Debtors in connection with operating the business in an amount not to exceed $258,000 per month and a monthly fee of $20,000 for certain transition services relating to the assets following the closing. FINJAN HOLDINGS: Files Patent Suit Against Blue Coat Systems ------------------------------------------------------------ Finjan Holdings, Inc.'s subsidiary, Finjan, Inc., has filed a patent infringement lawsuit against Blue Coat Systems, Inc., alleging infringement of Finjan patents relating to endpoint, web, and network security technologies. The complaint, filed in the U.S. District Court for the Northern District of California, Oakland Division, alleges that Blue Coat System's products and services infringe upon six of Finjan's patents. In the complaint, Finjan is seeking undisclosed damages from Blue Coat. Recognized internationally as a pioneer and leader in web and network security, Finjan's decade-long investment in innovation is captured in its patent portfolio including 40 issued and pending patents with worldwide coverage, centered around software and hardware technologies capable of proactively detecting previously unknown and emerging threats on a real-time, behavior-based basis. Finjan has successfully licensed its patents to five major software and technology companies around the world. About Finjan Finjan, formerly known as Converted Organics, is a leading online security and technology company which owns a portfolio of patents, related to software that proactively detects malicious code and thereby protects end-users from identity and data theft, spyware, malware, phishing, trojans and other online threats. Founded in 1997, Finjan is one of the first companies to develop and patent technology and software that is capable of detecting previously unknown and emerging threats on a real-time, behavior-based basis, in contrast to signature-based methods of intercepting only known threats to computers, which were previously standard in the online security industry. Converted Organics disclosed a net loss of $8.42 million in 2012, as compared with a net loss of $17.98 million in 2011. The Company's balance sheet at June 30, 2013, showed $31.84 million in total assets, $1.16 million in total liabilities and $30.67 million total stockholders' equity. Moody, Famiglietti & Andronico, LLP, in Tewksbury, Massachusetts, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2012, citing recurring losses and negative cash flows from operations and an accumulated deficit that raises substantial doubt about the Company's ability to continue as a going concern. FLORIDA GAMING: Lenders Call for Trustee in Ch. 11 Case ------------------------------------------------------- Law360 reported that the lenders of Florida Gaming Centers Inc., owner of Miami Jai-Alai, have asked a Florida bankruptcy judge to appoint a Chapter 11 trustee and order that the prepetition receiver be retained, saying conflicts of interest and a history of mismanagement and contract violations justify those measures. According to the report, ABC Funding LLC, which orchestrated an $87 million loan two years ago for FGC to build a new casino at Miami Jai-Alai, said the company's decision to file for Chapter 11 bankruptcy protection on Aug. 20 was "completely unexpected..." About Florida Gaming Florida Gaming Centers Inc. filed for Chapter 11 bankruptcy (Bankr. S.D. Fla. Case No. 13-29597) in Miami on Aug. 19, 2013. Florida Gaming Centers operates a casino and jai-alai frontons in Miami. The Company listed debt of $138.3 million and assets of $180 million in its petition. Its parent, Florida Gaming Corp. (FGMG:US), and two other affiliates also sought court protection. Florida Gaming previously negotiated a sale of virtually all its assets to casino operator Silvermark LLC for $115 million in cash and $14 million in assumed liabilities. A provision in the financing agreement required Florida Gaming to make an additional payment to the lender -- ABC Funding -- if the assets are sold to third party. Jefferies LLC was hired to determine that amount, about $26.8 million, and valued the company at more than $180 million. Luis Salazar, Esq., Esq., at Salazar Jackson in Miami, represents Florida Gaming. ABC Funding, LLC, as Administrative Agent for a consortium of prepetition lenders, and the prepetition lenders are represented by Dennis Twomey, Esq., and Andrew F. O'Neill, Esq., at SIDLEY AUSTIN LLP, in Chicago, Illinois; and Drew M. Dillworth, Esq., and Marissa D. Kelley, Esq., at STEARNS WEAVER MILLER WEISSLER ALHADEFF & SITTERSON, P.A., in Miami, Florida. The Prepetition Lenders are Summit Partners Subordinated Debt Fund IV-A, L.P., Summit Partners Subordinated Debt Fund IV-B, L.P., JPMorgan Chase Bank, N.A., Locust Street Funding LLC, Canyon Value Realization Fund, L.P., Canyon Value Realization Master Fund, L.P., Canyon Distressed Opportunity Master Fund, L.P., and Canyon-GRF Master Fund II, L.P. FREESEAS INC: Issues 2.9MM Add'l Settlement Shares to Hanover ------------------------------------------------------------- FreeSeas Inc. issued and delivered to Hanover Holdings I, LLC, an aggregate of 2,950,000 additional settlement shares, in each case pursuant to the terms of the Settlement Agreement approved by the Supreme Court of the State of New York, County of New York, on June 25, 2013, 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. 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 Aug. 27, 2013, the Company issued and delivered to Hanover an aggregate of 19,358,000 additional settlement shares. A copy of the Form 6-K is available for free at http://is.gd/JZ3mlk 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: Ion Varouxakis, et al., to Sell 2.5MM Shares ---------------------------------------------------------- FreeSeas Inc. registered with the U.S. Securities and Exchange Commission 2,469,551 shares of common stock for resale by Ion G. Varouxakis, Alexandros Mylonas, Focko Nauta, et al. The selling stockholders may sell these shares from time to time in regular brokerage transactions, in transactions directly with market makers or in privately negotiated transactions. The Company's common stock is currently quoted on The NASDAQ Capital Market under the symbol "FREE." On Aug. 27, 2013, the closing price of the Company's common stock was $0.18 per share. A copy of the Form F-1 registration statement is available at: http://is.gd/N5CIER 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. FURNITURE BRANDS: Director Quits -------------------------------- Kent J. Hussey resigned from the Board of Directors of Furniture Brands International, Inc., effective Aug. 23, 2013. Mr. Hussey's decision to resign as a director was not due to any disagreements with the Company on any matter relating to the Company's operations, policies or practices. About Furniture Brands Furniture Brands International (NYSE: FBN) is a world leader in designing, manufacturing, sourcing and retailing home furnishings. Furniture Brands markets products through a wide range of channels, including company owned Thomasville retail stores and through interior designers, multi-line/ independent retailers and mass merchant stores. Furniture Brands serves its customers through some of the best known and most respected brands in the furniture industry, including Thomasville, Broyhill, Lane, Drexel Heritage, Henredon, Pearson, Hickory Chair, Lane Venture, Maitland-Smith and LaBarge. To learn more about the company, visit www.furniturebrands.com. Furniture Brands' balance sheet at June 29, 2013, showed $546.73 million in total assets, $550.13 million in total liabilities and a $3.40 million total shareholders' deficit. GATEHOUSE MEDIA: Newcastle Plans to Convert Debt Into Equity ------------------------------------------------------------ Newcastle Investment Corp. on Sept. 4 disclosed that it has acquired Dow Jones Local Media Group from News Corp for $87 million. The Company made a total equity investment of $54 million, including transaction expenses, and financed the remainder of the purchase price with $33 million of debt. Local Media Group operates 33 local publications, including 8 daily and 15 weekly newspapers, in 7 states. Many of these publications have been providing vital local content to their communities for over 75 years. The Local Media Group operations will be managed by GateHouse Media, Inc., one of the largest publishers of locally based print and online media in the United States with a portfolio of products that includes over 400 community publications and approximately 350 related websites. GateHouse is an affiliate of Fortress Investment Group, Newcastle's manager. Newcastle, which owns approximately 52% of GateHouse's $1.2 billion of debt, also disclosed that it has entered into an agreement with other creditors related to a potential restructuring of GateHouse pursuant to a prepackaged plan of reorganization under chapter 11 of title 11 of the United States Code. Newcastle expects to convert its debt position into equity of GateHouse, and the other creditors will have the option to convert their positions into either equity or cash at a price of 40% of par. About GateHouse Media GateHouse Media, Inc. -- http://www.gatehousemedia.com/-- headquartered in Fairport, New York, is one of the largest publishers of locally based print and online media in the United States as measured by its 97 daily publications. GateHouse Media currently serves local audiences of more than 10 million per week across 21 states through hundreds of community publications and local Web sites. Bankruptcy Warning "Our ability to make payments on our indebtedness as required depends on our ability to generate cash flow from operations in the future. This ability, to a certain extent, is subject to general economic, financial, competitive, legislative, regulatory and other factors that are beyond our control. "There can be no assurance that our business will generate cash flow from operations or that future borrowings will be available to us in amounts sufficient to enable us to pay our indebtedness or to fund our other liquidity needs. Currently we do not have the ability to draw upon our revolving credit facility which limits our immediate and short-term access to funds. If we are unable to repay our indebtedness at maturity we may be forced to liquidate or reorganize our operations and business under the federal bankruptcy laws," the Company said in its annual report for the year ended Dec. 30, 2012. GATEHOUSE MEDIA: Said to File Prepack Bankruptcy Next Week ---------------------------------------------------------- Peg Brickley and Patrick Fitzgerald, writing for Dow Jones Newswires, report that Fortress Investment Group LLC's GateHouse Media Inc., which will be taking over management of the former Dow Jones Local Media Group publications, plans to restructure its $1.2 billion debt load through a prepackaged Chapter 11 bankruptcy filing. The report notes GateHouse has been working toward a restructuring for months. According to the report, Fortress affiliate Newcastle Investment Corp., which owns about 52% of GateHouse's debt, earlier this week acquired Dow Jones Local Media Group from News Corp. The Company said Wednesday it paid $87 million for Dow Jones business and tagged GateHouse to run the string of 33 local newspapers. News Corp owns The Wall Street Journal. According to the report, Newcastle Chairman Wes Edens said in a conference call Wednesday that GateHouse will file for bankruptcy sometime next week, perhaps as early as next Wednesday. He said GateHouse expects to complete its trip through bankruptcy court "in 60 to 75 days." The restructuring would be completed through a prepackaged Chapter 11 filing. Newcastle is a health-care real-estate investment trust with a focus on senior living facilities. According to the report, concurrently with the bankruptcy, Newcastle will ask for permission from the Securities and Exchange Commission to spin out the combined and revamped GateHouse and Dow Jones Local Media Group business into a new company, to be called New Media. The report also relates Mr. Edens said holders of more than 90% of the debt have agreed to support the restructuring. The Dow Jones Local Media Group newspapers include the Times Herald-Record of Middletown, N.Y. and the Pocono Record of Stroudsburg, Pa. GateHouse publications include the Patriot Ledger in Quincy, Mass., and more than 300 daily and weekly newspapers. GENERAL STEEL: Incurs $63.7 Million Net Loss in Second Quarter -------------------------------------------------------------- General Steel Holdings, Inc., filed with the U.S. Securities and Exchange Commission its quarterly report on Form 10-Q disclosing a net loss of $63.77 million on $653.65 million of total sales for the three months ended June 30, 2013, as compared with a net loss of $42.12 million on $780.68 million of total sales for the same period last year. Sales in the second quarter of 2013 decreased by 16.3 percent due to a decrease in the average selling price of the Company's products despite an increase in sales volume. For the six months ended June 30, 2013, the Company reported a net loss of $53.25 million on $1.30 billion of total sales as compared with a net loss of $97.87 million on $1.42 billion of total sales for the same period during the prior year. 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 June 30, 2013, General Steel had $2.45 billion in total assets, $2.95 billion in total liabilities and a $498.30 million total deficiency. "During the second quarter, the average selling price of rebar decreased over 5% sequentially to near the year's lowest level, and as a result, despite a higher shipping volume, our total sales and profit margins declined, causing widened net losses," said Henry Yu, chairman and chief executive officer of General Steel. "However, this August, we were encouraged to witness an improvement in the pricing trend of steel in China, and since we have significantly improved our efficiency and cost structure, we feel very positive about our ability to enhance profitability in the second half of 2013." "In addition, the filing of our quarterly results for the second quarter of 2013 marks the final milestone in our persistent efforts to regaining full compliance with the SEC's reporting requirements. Given our regained filing status, we are once again able to restart our share repurchase program. Personally, and on behalf of the Company, we are confident about our long-term prospects, and are committed to enhance shareholders' value and wealth." A copy of the Form 10-Q is available for free at: http://is.gd/cA4bPb 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. GENOIL INC: Incurs C$358,000 Net Loss in Second Quarter ------------------------------------------------------- Genoil Inc. reported a net loss of C$358,357 for the quarter ended June 30, 2013, as compared with a net loss of C$506,521 for the same period last year. For the six months ended June 30, 2013, the Company reported a net loss of C$925,576 as compared with a net loss of C$922,878 for the same period during the prior year. As of June 30, 2013, the Company had C$2.41 million in total assets, C$4.36 million in liabilities and a C$1.94 million deficit. A copy of the Form 6-K is available for free at: http://is.gd/ABEV73 About Genoil Inc. Genoil Inc. is a technology development company based in Alberta, Canada. The Company has developed innovative hydrocarbon and oil and water separation technologies. The Company specializes in heavy oil upgrading, oily water separation, process system optimization, development, engineering, design and equipment supply, installation, start up and commissioning of services to specific oil production, refining, marine and related markets. MNP LLP, in Calgary, Canada, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2012. The independent auditors noted that the Company has a net loss and negative cash flows from operating activities for the year-ended Dec. 31, 2012 and, as at that date, its current liabilities exceeded its current assets. These conditions indicate the existence of material uncertainties that cast substantial doubt about the Company's ability to continue as a going concern. The Company reported a net loss of C$5.4 million on in 2012, compared with a net loss of C$1.8 million in 2011. GETTY IMAGES: Moody's Eyes Downgrade Over Weak 2Q2013 Results ------------------------------------------------------------- Moody's Investors Service placed the ratings of Getty Images, Inc. on review for downgrade based on weaker than expected results through 2Q2013 and Moody's revised expectations for the next 12 months. The review is driven by increased debt-to-EBITDA ratios and reduced free cash flow generation reflecting weakness in the company's mid-stock imagery segment combined with heightened investment in marketing and product development. Moody's views financial metrics as being outside its expectations for the B2 rating, and it believes they will remain outside the rating for at least two to three fiscal quarters. On Review for Downgrade: Issuer: Getty Images, Inc. and Abe Investment Holdings, Inc. Corporate Family Rating: Placed on Review for Possible Downgrade, currently B2 Probability of Default Rating: Placed on Review for Possible Downgrade, currently B2-PD $150 million 1st Lien Sr Secured Revolver due 2017: Placed on Review for Downgrade, currently B1, LGD3 -- 38% $1.9 billion 1st Lien Sr Secured Term Loan due 2019: Placed on Review for Downgrade, currently B1, LGD3 -- 38% 7.0% Senior Unsecured Notes due 2020 ($550 million): Placed on Review for Downgrade, currently Caa1, LGD6 -- 90% Outlook Actions: Outlook, Changed To Rating Under Review From Stable Ratings Rationale: Financial results for Getty Images fell short of Moody's lowered expectations for the 2nd quarter of 2013 due primarily to soft economic conditions in Europe and weak performance within the midstock imagery segment. As a result, Moody's revised forecasts for the next 12 months indicate the company will need more time than initially anticipated to stabilize revenues, restore operating margins, and bring financial metrics, including debt-to- EBITDA ratios (roughly 7.1x as of June 2013, including Moody's standard adjustments) and free cash flow-to debt ratios (estimated at less than 2% for FY2013) in line with the company's operating and financial plan presented when Moody's initially rated debt instruments for the October 2012 buyout. Moody's review of ratings will focus on Getty Images' operations, particularly its view of management's ability to stabilize revenue and cash flow in the midstock imagery segment despite economic weakness in Europe and heightened competition. Moody's will also consider the company's ability to maintain adequate liquidity, including full access to its revolver facility, and reduce debt-to-EBITDA ratios despite heightened investment in marketing and product developments. The principal methodology used in this rating was Global Broadcast and Advertising Related Industries published in May 2012. Other methodologies used include Loss Given Default for Speculative- Grade Non-Financial Companies in the U.S., Canada and EMEA published in June 2009. Headquartered in Seattle, WA, Getty Images is a leading creator and distributor of still imagery, video and multimedia products, as well as a recognized provider of other forms of premium digital content, including music. The company was founded in 1995 and provides stock images, music, video and other digital content through several web sites, notably gettyimages.com, istockphoto.com, and thinkstock.com. In October 2012, The Carlyle Group completed the acquisition of a controlling indirect interest in Getty Images in a transaction valued at approximately $3.3 billion (up from the $2.4 billion transaction value of the prior LBO in 2008). The Carlyle Group owns approximately 51% of the company with a trust representing certain Getty family members owning approximately 49%. Revenues totaled $897 million for the 12 months ended June 30, 2013. GREYSTONE LOGISTICS: Delays 2013 10-K for Lack of Personnel ----------------------------------------------------------- Greystone Logistics, Inc., disclosed in a regulatory filing with the U.S. Securities and Exchange Commission that limited personnel and resources have impaired its ability to prepare and timely file its annual report on Form 10-K for the year ended May 31, 2013. Greystone's sales and gross profit is expected to be approximately $24,103,000 and $5,275,000, respectively, for the year ended May 31, 2013, compared to $24,157,590 and $4,929,851, respectively, for the year ended May 31, 2012. The increase in gross profit is primarily attributable to the product mix in sales. The net income for the year ended May 31, 2013, is expected to be approximately $2,811,000 compared to $2,491,650 for the year ended May 31, 2012. The net income available to common shareholders for the year ended May 31, 2013, is expected to be approximately $2,283,000, or $0.09 per share, compared to $2,103,268, or $0.08 per share, for the year ended May 31, 2012. 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. HI-WAY EQUIPMENT: Court Approves 2nd Amended Disclosure Statement ----------------------------------------------------------------- Hi-Way Equipment Company LLC, et al., obtained approval of the Disclosure Statement, as amended, describing its Second Amended Joint Plan of Liquidation as containing "adequate information" on Aug. 29, 2013. Deadline for receipt of duly executed ballots is fixed as Oct. 1, 2013. As previously reported by the Troubled Company Reporter on July 24, 2013, the Plan contemplates the resolution of certain claims through a series of mechanisms. The Debtors have sold substantially all of their assets. While the distribution of proceeds and credits from the sale resulted in approximately $30,058,051 in debt reduction, the proceeds from the sale were insufficient to provide a distribution to holders of General Unsecured Claims (Class 5). In exchange for approval of the release provided by each holder of Allowed Class 5 Claim, secured creditor Comvest Investment Partners III, LLC, will provide a contribution in the amount of $100,000 to be shared ratably among holders of Allowed Class 5 Claims. The Debtors do not anticipate that a Distribution will be made to holders of Class 5 Claims who do not consent to the Comvest Release. Additionally, the Disbursing Agent will pursue any causes of action that belong to the Debtors that may result in additional recoveries; however, the Debtors do not believe that there are any meaningful Causes of Action. The Comvest Release is effective if and only if 66-2/3% in dollar amount of all holders of Allowed Class 5 General Unsecured Claims who vote on the Plan vote to accept the Comvest Release. The Bankruptcy Court authorizes the Debtors to make non-material changes to the Disclosure Statement before transmittal to creditors. A redline copy of the Second Amended Disclosure Statement dated Aug. 29, 2013 is available for free at: http://bankrupt.com/misc/HIWAYEQUIPMENT_DSredlineAug29.PDF A hearing to consider the approval of the Plan is scheduled for Oct. 8, 2013, at 10:30 a.m. before the Honorable Russell F. Nelms in Fort Worth. Objections to the Plan confirmation should be submitted no later than Oct. 1. About Hi-Way Equipment Hi-Way Equipment Company LLC filed a Chapter 11 petition (Bankr. N.D. Tex. Case No. 13-41498) on April 1, 2013. Charles W. Reeves, Jr., signed the petition as chief restructuring officer. Holland N. O'Neil, Esq., and Virgil Ochoa, Esq., of Gardere Wynne Sewell, LLP, in Dallas, Texas, serves as the Debtor's counsel. The Debtor estimated assets and debts of at least $10 million. Shannon, Gracey, Ratliff & Miller represents the Official Committee of Unsecured Creditors as counsel. Hi-Way Equipment has been providing rental and sales of equipment since 1948. In 2008, Hi-Way Equipment acquired Equipment Support Services, Inc. As part of that acquisition, Hi-Way Equipment expanded to become a dealer of Case and Case IH equipment through CNH America LLC. With the acquisition of ESS, Hi-Way Equipment acquired ESS' subsidiaries: CDI Equipment, Ltd., Carruth-Doggett Industries Partners Acquisition, LLC, Future Equipment Holdings, LLC, Future Equipment Partners, LLC, Equipment Support Services, Inc., ESS Acquisition LLC, Carruth-Doggett Industries Holdings Acquisition, LLC, and Southern Power Acquisition, Inc. In 2011, Hi-Way Equipment merged with the Subsidiaries and Hi-Way Equipment was the sole surviving entity. Hi-Way Equipment serves as the non-exclusive dealer of Case and Case IH equipment in numerous counties across Texas. HIGH LINER: S&P Raises Corp. Credit Rating to 'B+'; Outlook Stable ------------------------------------------------------------------ Standard & Poor's Ratings Services said it raised its long-term corporate credit rating on Lunenburg, N.S.-based High Liner Foods Inc. to 'B+' from 'B'. The outlook is stable. At the same time, Standard & Poor's raised its debt rating on the company's senior secured term loan to 'B+' from 'B'. The '4' recovery rating on the debt is unchanged, indicating S&P's expectation of average (30%-50%) recovery in the event of default. "The upgrade reflects what we view as the continued strengthening of High Liner's financial risk profile given greater-than-expected debt reduction this year," said Standard & Poor's credit analyst Lori Harris. This has resulted in improved credit protection measures for the company, including adjusted debt to EBITDA of 3.2x and funds from operations (FFO) to debt of 16.5% for the 12 months ended June 29, 2013. "With the integration of the Icelandic asset purchase now complete, we believe High Liner's improved financial risk profile will be sustainable over the medium term," Ms. Harris added. In 2011, High Liner acquired the U.S. and Asian operations of Reykjavik, Iceland-based Icelandic Group h.f. for US$233 million in a debt-financed transaction. The Icelandic asset purchase meaningfully increased High Liner's scale and market position in value-added frozen seafood in U.S. food service. The ratings on High Liner reflect Standard & Poor's view of the company's "weak" business risk profile and "aggressive" financial risk profile (as S&P's criteria define the terms). S&P bases its business risk assessment on the company's narrow product portfolio, potential for performance volatility, and customer concentration. Partially offsetting these factors, in S&P's view, is High Liner's solid market position in its niche as the leading supplier of value-added frozen seafood in North America. S&P bases its financial risk assessment on the company's aggressive financial policy, acquisitive nature, and weak, but improved, credit protection measures. The stable outlook on High Liner is based on Standard & Poor's belief that the company will maintain its solid market position in the North American value-added frozen seafood industry, while maintaining its strengthened credit protection measures, including adjusted debt to EBITDA below 4x. S&P could lower the ratings if the company's operating performance falls below its expectations or if High Liner's financial flexibility and credit ratios weaken, resulting in adjusted debt to EBITDA above 5x. Given the company's acquisitive nature, S&P is unlikely to upgrade High Liner in the next 12 months as the current ratings provide a certain level of financial flexibility for building the business through debt-financed acquisitions. That said, S&P could consider raising the ratings in the medium term if the company demonstrates continued strengthening of its market position and improved operating performance despite the potential for increased competitive activity and higher commodity prices, while maintaining leverage below 3.5x and FFO to debt above 20% on a sustainable basis. HOGG PROPERTIES: Voluntary Chapter 11 Case Summary -------------------------------------------------- Debtor: Hogg Properties, LLC 322 Equus Drive Camp Hill, PA 17011 Bankruptcy Case No.: 13-04522 Chapter 11 Petition Date: September 2, 2013 Court: United States Bankruptcy Court Middle District of Pennsylvania (Harrisburg) Judge: Robert N. Opel II Debtor's Counsel: Lawrence G. Frank, Esq. THOMAS, LONG, NIESEN AND KENNARD 212 Locust Street, Suite 500 Harrisburg, PA 17101 Tel: (717) 234-7455 Fax: (717) 236-8278 E-mail: lawrencegfrank@gmail.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 The Debtor did not file a list of its largest unsecured creditors together with its petition. The petition was signed by Timothy J. Hogg and Jana M. Hogg, members. ICON HEALTH: Poor Performance Prompts Moody's to Lower CFR to B3 ---------------------------------------------------------------- Moody's Investors Service downgraded ICON Health & Fitness, Inc.'s Corporate Family Rating to B3 from B2, Probability of Default Rating to B3-PD from B2-PD, and the rating on its senior secured notes to Caa1 from B3. The downgrade reflects ICON's weak operating trends, very high leverage, and limited free cash flow. The rating outlook is stable. Moody's is concerned that relatively flat consumer demand for discretionary big ticket home fitness equipment will create challenges to quickly overcoming the more than 50% drop in EBITDA experienced during fiscal year ended 5/31/13 that was due in part to inventory reductions at Sears. ICON meaningfully reduced inventory during the year and Moody's projects that the leaner inventory position, price increases and cost reductions will contribute to a rebound in earnings during FY 5/31/14. However, Moody's anticipates that ICON's free cash flow will remain limited and that debt-to-EBITDA leverage (exceeding 9x at FYE 5/31/13 incorporating Moody's standard adjustments) will continue to be elevated over the next year. The following ratings were downgraded: Issuer: ICON Health & Fitness, Inc. Corporate Family Rating, to B3 from B2 Probability of Default Rating, to B3-PD from B2-PD Senior Secured Regular Bond/Debenture, to Caa1, LGD4 - 61% from B3, LGD4 - 64% The Outlook is changed to Stable from Negative Ratings Rationale: ICON's B3 CFR reflects its narrow business focus on home fitness equipment, low margins, weak free cash flow, and very high leverage. ICON's scale is modest relative to other rated consumer products companies and revenue is concentrated in North America, but the company has a leading market position and good brands such as NordicTrack. Sales are dependent on cyclical discretionary consumer spending on big ticket fitness equipment. Products are available in a variety of channels including department stores, warehouse, mass, and sporting goods retailers as well direct online. However, there is significant concentration within several large distributors that can exert meaningful influence over the availability, marketing, pricing and inventory levels of ICON's products. ICON's efforts to diversify distribution partners such as through Dick's Sporting Goods and Amazon, and develop new services such as iFit are partially mitigating lower sales at the company's largest customer, Sears. Moody's anticipates that margins and free cash flow will remain low even with the projected improvement in revenue and earnings in FYE May 2014. ICON has an adequate liquidity position that is dependent on access to its $250 million asset-based revolver expiring in September 2016. Moody's projects free cash flow will be positive but less than $10 million in FY 2014 (FCF was $1 million in FY 2013 including a $22 million inventory-driven inflow from working capital) with a high level of seasonality that necessitates sizable revolver borrowings in the first half of the fiscal year. Access to the revolver is subject to a borrowing base that is also highly seasonal. A 1.1x minimum fixed charge coverage ratio (EBITDA less capex less cash taxes divided by the sum of interest, required principal payments and dividends) applies if revolver availability is less than the greater of $17.5 million and 12.5% of the borrowing base. Moody's expects that ICON will remain above the covenant trigger threshold, but estimates the fixed charge coverage ratio to be well below 1.1x at the end of FY 2013. Dropping below the excess availability covenant trigger threshold would likely necessitate a covenant amendment absent a significant increase in EBITDA. Moody's believes that ICON's prospects for a covenant amendment, if necessary, are good given that revolver lenders are well-protected by the collateral position (first lien on cash, receivables and inventory and second lien on other assets), borrowing base and the sizable debt cushion provided by the secured notes. The notes have a second lien on the liquid ABL collateral and a first lien on other assets such as intangibles, property and equipment. The stable rating outlook reflects Moody's view that the US economy will continue to grow modestly, and that ICON's product development, pricing strategies, and cost reductions will lead to an improvement in revenue and EBITDA in FY 2014. Moody's also expects that ICON will maintain an adequate liquidity position. A downgrade could occur if ICON is unable to improve EBITDA and generate at least modestly positive free cash flow, is unable to lift and sustain EBITDA-to-interest coverage (approximately 0.6x FY 5/31/13 incorporating Moody's standard adjustments) above 1x, or engages in leveraging transactions. ICON's ratings could also be downgraded if liquidity deteriorates. Negative free cash flow, a weakening of trade terms, excess revolver availability dropping below the covenant trigger threshold or perceived difficulty of obtaining a covenant amendment would be particular concerns. Moody's could upgrade ICON's ratings if the company is able to improve EBITDA, increase its EBITDA margin toward 10%, sustain comfortably positive and free cash flow, and meaningfully reduce debt-to-EBITDA leverage. ICON would also need to maintain a comfortable liquidity position to manage its highly seasonal cash flow. The principal methodology used in this rating was the Global Consumer Durables Methodology published in October 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. ICON, headquartered in Logan, Utah, manufactures markets and distributes a broad line of products in the fitness equipment market including cardiovascular equipment (79% of fiscal 2013 revenue), strength training equipment (18%) and equipment service products (3%). ICON generated approximately $800 million of revenue in its fiscal year ended May 2013. INFUSYSTEM HOLDINGS: Stockholders Elect Five Directors ------------------------------------------------------ InfuSystem Holdings, Inc., held its 2013 annual meeting of stockholders on Aug. 29, 2013, at which the stockholders elected all of the Company's nominees for election to the Company's Board of Directors, namely: (1) David Dreyer; (2) Ryan Morris; (3) Eric Steen; (4) Joe Whitters; and (5) Wayne Yetter. The stockholders approved an amendment of the Company's Amended and Restated Certificate of Incorporation pursuant to the Credit Agreement. An increase in available shares authorized for issuance under the Company's 2007 Stock Incentive Plan was not approved. The stockholders approved, by advisory vote, the compensation of the Company's named executive officers and indicated "Every Year" as the desired frequency of future advisory vote on Executive Compensation. The stockholders ratified the appointment of BDO USA LLP as the Company's independent registered public accounting firm for the fiscal year ending Dec. 31, 2013. About InfuSystem Holdings InfuSystem Holdings, Inc., operates through operating subsidiaries, including InfuSystem, Inc., and First Biomedical, Inc. InfuSystem provides infusion pumps and related services. InfuSystem provides services to hospitals, oncology practices and facilities and other alternate site healthcare providers. Headquartered in Madison Heights, Michigan, InfuSystem delivers local, field-based customer support, and also operates pump service and repair Centers of Excellence in Michigan, Kansas, California, and Ontario, Canada. Infusystem Holdings disclosed a net loss of $1.48 million in 2012, as compared with a net loss of $45.44 million in 2011. As of June 30, 2013, the Company had $75.75 million in total assets, $34.94 million in total liabilities and $40.80 million in total stockholders' equity. INFUSYSTEM HOLDINGS: Files Copy of the Investor Presentation ------------------------------------------------------------ InfuSystem Holdings, Inc., furnished with the U.S. Securities and Exchange Commission a copy of investor presentation dated Aug. 29, 2013. The Company intends to deliver this presentation following the conclusion of its 2013 annual meeting of stockholders. The Presentation discussed about the Company's financial position, new team in place, IT improvements and new product launches. A copy of the Presentation is available for free at http://is.gd/Q1fLzJ About InfuSystem Holdings InfuSystem Holdings, Inc., operates through operating subsidiaries, including InfuSystem, Inc., and First Biomedical, Inc. InfuSystem provides infusion pumps and related services. InfuSystem provides services to hospitals, oncology practices and facilities and other alternate site healthcare providers. Headquartered in Madison Heights, Michigan, InfuSystem delivers local, field-based customer support, and also operates pump service and repair Centers of Excellence in Michigan, Kansas, California, and Ontario, Canada. Infusystem Holdings disclosed a net loss of $1.48 million in 2012, as compared with a net loss of $45.44 million in 2011. As of June 30, 2013, the Company had $75.75 million in total assets, $34.94 million in total liabilities and $40.80 million in total stockholders' equity. INTELLICELL BIOSCIENCES: Pays $535,833 to Ironridge; TRO Stays -------------------------------------------------------------- Intellicell Biosciences, Inc., disclosed with the U.S. Securities and Exchange Commission that at the hearing held on Aug. 26, 2013, it paid to Ironridge Global IV, LTD., a certified check in the amount of $535,833 constituting payment of all principal and interest owed under a promissory note after the parties failed to resolve their dispute. Intellicell also brought to Court a stock certificate constituting the facility fee shares owed to the Secured Party pursuant to that certain Equity Facility Agreement. In addition, the Court found Ironridge's jurisdictional argument to be unavailing and held that the case will remain in New York and directed all parties to file submissions with the Court on Sept. 10, 2013, indicating why any other monies are or are not owed under those certain transaction documents. Judge Oing further directed that the Temporary Restraining Order restraining the sale of the Company's assets will remain in place indefinitely until further order of the Court and that the auction will not be rescheduled and that Ironridge will not make, post or distribute any further advertisements, internet postings, blogs or otherwise in relation thereto. Finally, Judge Oing held that the balance of the $680,000 that was being held in escrow be immediately released. On Aug. 8, 2013, a Summons and Complaint was filed along with a Motion for a Temporary Restraining Order before the Supreme Court of the State of New York, County of New York, under the caption Intellicell Biosciences, Inc., v Ironridge Global IV, LTD., and TCA Global Credit Master Fund, LP, Index No. 652800/13. The Motion sought to restrain the sale of the Company's assets. As previously reported, on July 15, 2013, while the Company was finalizing an amendment and waiver to that certain Convertible Promissory Note issued by the Company in favor of TCA Global Credit Master Fund, LP, on June 7, 2012, in the principal amount of $500,000, the Company was advised that Ironridge Global IV, LTD, led by Mr. John C. Kirkland, Esq., purportedly purchased the Note from TCA. The Complaint and Motion alleged that Ironridge and TCA each served the Company with a Notice of Foreclosure and Sale, both claiming to be the "Secured Party" of the same assets. Given that Ironridge and TCA asserted that they would sell the secured assets of the Company at auction on Aug. 12, 2013, the Motion sought to temporarily restrain both parties from so doing. On Aug. 12, 2013, Justice Sherwood, Justice of the Supreme Court, New York County, issued a written Order granting the relief requested, thereby restraining any sale of assets. Foreclosure Sale Won't Push Through Ironridge disclosed in a regulatory filing with the SEC that the previously-noticed foreclosure sale will not proceed, pending further order of the court. Ironridge said it continues to reserve all rights and remedies, including its security interest in all assets of the Intellicell and the right to claim additional amounts owed under the loan documents. In a separate filing, Ironridge, et al., disclosed that as of Aug. 26, 2013, they ceased to be the beneficial owner of more than five percent of the shares of common stock of the Company. A copy of the regulatory filing is available for free at: http://is.gd/zzOSeH About Intellicell Biosciences Intellicell BioSciences, Inc., headquartered in New York, N.Y., was formed on Aug. 13, 2010, under the name "Regen Biosciences, Inc." as a pioneering regenerative medicine company to develop and commercialize regenerative medical technologies in large markets with unmet clinical needs. On Feb. 17, 2011, the company changed its name from "Regen Biosciences, Inc." to "IntelliCell BioSciences Inc". To date, IntelliCell has developed proprietary technologies that allow for the efficient and reproducible separation of stromal vascular fraction (branded "IntelliCell(TM)") containing adipose stem cells that can be performed in tissue processing centers and in doctors' offices. The Company has incurred losses since inception resulting in an accumulated deficit of $43,079,590 and a working capital deficit of $3,811,024 as of March 31, 2012, respectively. However, if the non-cash expense related to the Company's change in fair value of derivative liability and stock based compensation is excluded then the accumulated deficit amounted to $4,121,538. Further losses are anticipated in the continued development of its business, raising substantial doubt about the Company's ability to continue as a going concern. The Company's balance sheet at Sept. 30, 2012, showed $4.15 million in total assets, $7.31 million in total liabilities and a $3.16 million total stockholders' deficit. INUVO INC: NYSE MKT Extends Listing Compliance Period ----------------------------------------------------- Inuvo, Inc. disclosed that on September 3, 2013, the NYSE MKT notified the Company that it had been granted an extension until April 24, 2014 to regain compliance with the NYSE MKT continued listing standards. The Company had previously presented its plan of compliance to the NYSE MKT on December 31, 2012 in response to a notice, dated November 30, 2012 that the Company was below certain of the NYSE MKT continued listing standards, as set forth in Section 1003(a)(iii) of the NYSE MKT Company Guide, due to stockholders' equity of less than $6,000,000 and net losses in its five most recent fiscal years. On February 15, 2013 the NYSE MKT notified the Company that it accepted the Company's plan of compliance and granted the Company an extension until December 2, 2013, to regain compliance with the NYSE MKT continued listing standards. This date has now been extended to April 24, 2014. The Company will be subject to periodic review by NYSE MKT staff during the extension period. Failure to make progress consistent with the plan or to regain compliance with the continued listing standards by the end of the extension period could result in the Company being delisted from the NYSE MKT. About Inuvo, Inc. Inuvo(R), Inc. (nyse mkt:INUV) -- http://www.inuvo.com-- is an Internet marketing and technology company that delivers targeted advertisements into websites and applications reaching desktop and mobile devices. IZEA INC: Obtains $562,500 From Units Offering ---------------------------------------------- IZEA, Inc., between Aug. 26 - 30, 2013, entered into a Securities Purchase Agreement with certain investors, pursuant to which the Company privately placed $562,500 or 22.5 units, at a price of $25,000 per Unit, paid in cash. Each Unit consisted of 100,000 shares of the Company's common stock, together with two warrants. The Warrants were composed of one Warrant to purchase 50,000 shares of common stock at an exercise price of $0.25 per share and another Warrant to purchase 50,000 shares of common stock at an exercise price of $0.50 per share, in each case exercisable for cash at any time during the five years following the date of issuance. As a result of the Private Placement, the Company issued 2,250,000 shares of the Company's common stock and issued fully-exercisable warrants to purchase up to additional 2,250,000 shares of the Company's common stock. Pursuant to the terms of the Securities Purchase Agreement, the Company agreed to file a registration statement with the SEC for purposes of registering the resale of the shares of common stock and the shares underlying the Warrants within four months after the final closing date and use the Company's commercially reasonable efforts to have it declared effective no later than six months after the final closing date. The sale of these shares, combined with the Company's previously issued shares in the Private Placement provided gross proceeds of $1,487,500 as of Aug. 30, 2013, giving effect to note conversions and before expenses. These proceeds will be used for general working capital purposes. The Company's total number of outstanding shares of common stock after the issuance of shares in the Private Placement is 18,732,453 shares. About IZEA, Inc. IZEA, Inc., headquartered in Orlando, Fla., believes it is a world leader in social media sponsorships ("SMS"), a rapidly growing segment within social media where a company compensates a social media publisher to share sponsored content within their social network. The Company accomplishes this by operating multiple marketplaces that include its platforms SocialSpark, SponsoredTweets and WeReward, as well as its legacy platforms PayPerPost and InPostLinks. The Company has incurred significant losses from operations since inception and has an accumulated deficit of $20.9 million as of June 30, 2012. Cross, Fernandez & Riley, LLP, in Orlando, Florida, expressed substantial doubt about IZEA's ability to continue as a going concern, following the Company's results for the fiscal year ended Dec. 31, 2011. The independent auditors noted that the Company has incurred recurring operating losses and had an accumulated deficit at Dec. 31, 2011, of $18.1 million. The Company's balance sheet at June 30, 2013, showed $1.64 million in total assets, $4.35 million in total liabilities and a $2.70 million total stockholders' deficit. JACOBS FINANCIAL: Delays Fiscal 2013 Annual Report -------------------------------------------------- Jacobs Financial Group, Inc., was unable without unreasonable effort and expense to prepare its accounting records and schedules in sufficient time to allow its accountants to complete their review of the Company's financial statements for the period ended May 31, 2013, before the required filing date for the subject annual report on Form 10-K. The Company intends to file the subject Annual Report on or before the fifteenth calendar day following the prescribed due date. About Jacobs Financial Jacobs Financial Group, Inc. (OTC Bulletin Board: JFGI) is a Charleston, West Virginia-based holding company for First Surety Corporation, a West Virginia domiciled surety, Triangle Surety Agency, an insurance agency that specializes in coal reclamation surety bonds, and Jacobs & Company, a registered investment advisor. Jacobs Financial reported a net loss of $1.10 million for the year ended May 31, 2012, compared with a net loss of $1.30 million during the prior fiscal year. The Company's balance sheet at Feb. 28, 2013, showed $8.63 million in total assets, $17.17 million in total liabilities, $1.89 million in total mandatorily redeemable convertible preferred stock, and a $10.43 million total stockholders' deficit. In the auditors' report accompanying the consolidated financial statements for the year ended May 31, 2012, Malin, Bergquist & Company, LLP, in Pittsburgh, PA, noted that the Company's significant net working capital deficit and operating losses raise substantial doubt about its ability to continue as a going concern. JANABI ASSOCIATES: Weight-Loss Chain MyWeightDoctor Files Ch.11 --------------------------------------------------------------- Janabi Associates, Inc., in Bethesda, Maryland, sought Chapter 11 bankruptcy (Bankr. D. Md. Case No. 13-24323) on Aug. 21, 2013. James Greenan, Esq., at McNamee, Hosea, et al., serves as the Debtor's counsel. Janabi Associates owns the medical weight-loss chain MyWeightDoctor. It estimated $1 million to $10 million in both assets and debts. A copy of the Company's list of its 20 largest unsecured creditors, filed together with the petition, is available for free at http://bankrupt.com/misc/mdb13-24323.pdf The petition was signed by Haifa A. Shaban, M.D., president. Ben Fischer, writing for Washington Business Journal, reports that Janabi Associates, in filing for Chapter 11 bankruptcy, hopes to escape onerous loan terms stemming from its 2012 expansion into the Baltimore area and Woodbridge. According to Washington Business Journal, Kavan Shaban, executive director of the holding company, said executives are optimistic the bankruptcy process can be over in less than 24 months. All vendors will be paid, no locations are closing, no layoffs are planned and pharmacy and lab services will continue, he said. The company wants to restructure debts owed to Bank of America Leasing "that are really kind of choking the company out of the ability to direct revenues to essential services, things like marketing," Mr. Shaban said, according to the report. The report relates MyWeightDoctor's five locations remain profitable, he said. But its serious debt problems have grown since it was preparing to open its Towson clinic in early 2012, Mr. Shaban said. Their original financing fell through at the last minute, forcing the company to finance major medical equipment from Bank of America Leasing at unfavorable terms, according to Mr. Shaban. The report says other major creditors include Capital One Bank ($725,504), EagleBank ($364,358) and the Internal Revenue Service ($511,571). JARDEN CORP: Moody's Says Yankee Candle Bid is Credit Positive -------------------------------------------------------------- Moody's said Jarden Corporation's (Ba3 stable) has entered into a definitive agreement to acquire Yankee Candle Investments (B2 stable) for approximately $1.75 billion is credit positive for Jarden if financed as planned. The principal methodology used in this rating was the Global Consumer Durables published in October 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. Jarden operates in three primary business segments through a number of well recognized brands, including: Outdoor Solutions: Abu Garcia, Aero, Berkley, Campingaz and Coleman, ExOfficio, Fenwick, Gulp!, Invicta, K2, Marker, Marmot, Mitchell, Penn, Rawlings, Shakespeare, Stearns, Stren, Trilene, Volkl and Zoot; Consumer Solutions: Bionaire, Breville, Crock-Pot, FoodSaver, Health o meter, Holmes, Mr. Coffee, Oster, Patton, Rival, Seal-a- Meal, Sunbeam, VillaWare and White Mountain; and Branded Consumables: Ball, Bee, Bernardin, Bicycle, Billy Boy, Crawford, Diamond, Dicon, Fiona, First Alert, First Essentials, Hoyle, Kerr, Lehigh, Lifoam, Lillo, Loew Cornell, Mapa, NUK, Pine Mountain, Quickie, Spontex and Tigex. The company reported net sales of approximately $6.9 billion for the twelve months ended June 30, 2013. Yankee Candle is a designer, manufacturer, wholesaler and retailer of premium scented candles. Yankee Candle sells its products through a North American wholesale customer network of approximately 35,000 store locations, a growing base of Yankee Candle owned and operated retail stores, direct mail catalogs, and its Internet website (www.yankeecandle.com). Outside of North America, Yankee Candle sells its products primarily through an international wholesale customer network of over 6,000 store locations and distributors covering over 50 countries on a combined basis. The company reported net sales of approximately $900 million for the twelve months ended June 33, 2013. JBS USA: Moody's Assigns 'Ba2' Rating to New $800-Mil. Debt ----------------------------------------------------------- Moody's Investors Service has assigned a Ba2 senior secured bank debt rating to a proposed $400 million term loan ("Incremental Term Loan") to be issued by JBS USA LLC and a Ba3 senior unsecured debt rating to proposed $400 million 144A senior unsecured notes, to be issued jointly by JBS USA LLC and JBS USA Finance, Inc. Proceeds from the Incremental Term Loan and private notes offerings will be used to fund a tender offer for any or all of the $700 million 11.625% notes due May 2014. The rating outlook is negative. Rating assigned: JBS USA, LLC: $400 million proposed senior secured Incremental Term Loan due 2020 at Ba2; JBS USA, LLC and JBS USA Finance, Inc.: $400 million proposed senior unsecured notes due 2021 at Ba3. The outlook is negative. The proposed Incremental Term Loan and notes will be guaranteed by JBS S.A. and two intermediate holding companies, JBS Hungary Holdings Kft. and JBS USA Holdings. The notes will rank equal to the existing senior unsecured debt at JBS USA, LLC including $700 million 11.625% notes due May 2014, $700 million 8.25% notes due February 2020 and $650 million 7.25% $650 million notes due June 2021. The notes will be effectively subordinated to the Incremental Term Loan and the existing senior secured debt at JBS USA, LLC including an $850 million asset-backed revolving credit facility expiring June 2016 ($306 million outstanding as of June 30, 2013) and a $465 million bank term loan ("Term Loan B") due May 2018. Financial covenants in the new debt instruments substantially match those existing in the respective debt classes, the most restrictive of which is a debt incurrence test under Term Loan B that requires net debt to EBITDA leverage at parent JBS S.A. to be less than 4.75 times compared to 3.3 times reported as of June 30, 2013. Ratings Rationale: JBS USA's ratings are driven primarily by the Corporate Family Rating of JBS S.A (Ba3, negative), which controls Holdings and JBS USA LLC in all material aspects. Moody's would expect to upgrade JBS USA's ratings if JBS S.A.'s Corporate Family Rating is upgraded. Conversely, Moody's would expect to downgrade JBS USA's ratings if JBS S.A.'s Corporate Family Rating is downgraded. The principal methodology used in this rating was the Global Protein and Agriculture Industry Methodology published in May 2013. JBS USA, LLC operates the U.S. beef and pork segments and the Australian beef and small cattle operations of JBS S.A., one of the largest protein operators in the world. JBS USA is owned by an intermediate holding company, JBS USA Holdings, which also owns a controlling 76% equity interest in Pilgrim's Pride Corporation, one of the leading poultry producers in the United States. Reported sales for JBS S.A., Holdings, and JBS USA for the twelve months ended June 30, 2013 were approximately BRL 82.7 billion ($40.6 billion), $29.0billion, and $20.5 billion, respectively. JBS USA Finance, Inc., the co-issuer of the notes, is a special purpose entity wholly-owned by JBS USA LLC. It has no subsidiaries and no operations or assets other than those incidental to maintaining its corporate existence. JEDD LLC: Court Grants Motion to Dismiss Chapter 11 Case -------------------------------------------------------- The U.S. Bankruptcy Court for the Middle District of Tennessee approved JEDD, LLC's motion to dismiss its Chapter 11 case. The Debtor cited that it has experienced a continuing loss to or diminution of the estate and that there is no meaningful likelihood of rehabilitation of the Debtor. "Similarly, there is no meaningful likelihood that a Chapter 11 plan of reorganization can be confirmed," the Debtor added. According to papers filed with the Court, all of the Debtor's properties are fully encumbered by liens held by the lenders. "There are no unencumbered properties to speak of. There is no unencumbered cash. There are no prospects for sales of the parcels owned by the Debtor. There is no reorganization in prospect." Accordingly, the Debtor has withdrawn its Chapter 11 Plan. About JEDD LLC JEDD, LLC, filed a bare-bones Chapter 11 petition (Bankr. M.D. Tenn. Case No. 12-05701) on June 20, 2012, in Cookeville, Tennessee. JEDD is generally in the business of developing, marketing and selling real estate in the Big South Fork area near Jamestown, Tennessee. According to http://www.tnrecprop.com/, JEDD has activity and developments in Fentress County, including Flat Rock Reserve, Nichol Creek FARMS, Fortune 7 Homes, Island in the Sky, Concierge Services, Hunter's Ridge, River Park and Clear Fork. JEDD has filed schedules disclosing $13,377,782 in total assets and $13,694,539 in total liabilities. Paul "Doug" Gates, a co-founder and VP of operations, signed the Chapter 11 petition. Mr. Gates is also the CEO of Fortune 7 Inc., owner and operator of three engineering firms specializing in electrical, microwave and construction engineering. Judge Keith M. Lundin oversees the case. Lawyers at Gullett Sanford Robinson & Martin, PLLC, serve as the Debtor's counsel. On Oct. 18, 2012, the Debtor filed its Chapter 11 Plan of Liquidation and Disclosure Statement. On Feb. 20, 2013, the Debtor filed an Amended Chapter 11 Plan of Liquidation and an Amended Disclosure Statement. On March 4, 2013, the Court approved the Debtor's Disclosure Statement, as amended. By Order entered July 2, 2013, a hearing on confirmation of the Plan, and any timely filed objections to the Plan, was scheduled for Aug. 29, 2013. A copy of the Amended Disclosure Statement for the Debtor's Chapter 11 Plan of Liquidation Dated Oct. 18, 2012, is available at http://bankrupt.com/misc/JEDD_LLC_ds_amendment.pdf JEWISH COMMUNITY: Court Confirms Plan of Reorganization ------------------------------------------------------- The Honorable Michael B. Kaplan confirmed the Chapter 11 plan filed by Catherine E. Youngman, as trustee, for Jewish Community Center of Greater Monmouth County dated May 29, 2013, subject to certain modifications. Among the modifications made were clarifications to the scope of exculpation provisions for the Debtor and its current and former directors and officers. It is also made clear that any claim holder of the Debtor is deemed to forever waive, release and discharge Save the Monmouth JCC, LLC, and its members from any liability. Before the Confirmation Order was entered, Roberta A. DeAngelis, the U.S. Trustee for Region 3, objected to the plan confirmation, complaining of overbroad discharge and injunction provisions. The U.S. Trustee is represented by Jeffrey M. Sponder, Esq., of One Newark Center, Suite 2100, in Newark NJ 07102. A copy of the Confirmation Order dated Aug. 28, 2013 as well as a copy of the Plan as confirmed is available for free at: http://bankrupt.com/misc/JEWISHCOMMUNITY_ConfOrd.PDF As reported by The Troubled Company Reporter on June 24, 2013, the Chapter 11 Plan provides that the Reorganized Debtor will operate the facilities to primarily run the performing arts programming, summer camps and the senior, adult and Jewish programming. In addition, the Reorganized Debtor will identify and enter into strategic ventures during 2013 and 2014 with one or more operators to manage modified uses of the health and physical education facilities. The Plan would include allowing Deal Sephardic Network ("DSN") to operate its youth programming at the facility. Through the Plan, the Debtor is rejecting all rights to, interests in and contracts relating to membership in and access to the Debtors' educational and recreational services and facilities. The Plan also provides for a possible sale of the Debtor's assets. The Plan classifies and designates claims and interests in various classes. Creditors of Classes 1 and 2 Secured Claims (Save the JCC -- $6.7 million and Donald Epstein -- $254,444) will retain their prepetition lien on the Debtor's assets, and these claims are expected to be paid in full. Class 3 Priority Wage Claims and Class 4 Priority Employee Benefit Plan Claims are also expected to be paid in full. Class 5 General Unsecured Claims, estimated to total $1.6 million, will be paid from a pool that is being established for this class of $100,000. Class 5 Allowed Claims will each receive a pro-rata portion of the pool based on the Gross Amount of all Allowed Claims in the Class. About Jewish Community Center Headquartered in Deal Park, New Jersey, Jewish Community Center of Greater Monmouth County, A Not-For-Profit Corporation -- http://jccmonmouth.org/-- offers services, programs, events, activities, and facilities to Jewish families and individuals in Monmouth County. Jewish Community Center filed for Chapter 11 bankruptcy (Bankr. D. N.J. Case No. 11-44738) on Dec. 5, 2011. Judge Michael B. Kaplan presides over the case. Timothy P. Neumann, Esq., at Broege, Neumann, Fischer & Shaver, serves as the Debtor's bankruptcy counsel. In its petition, the Debtor estimated assets of $10 million to $50 million and debts of $1 million to $10 million. On Aug. 9, 2012, the U.S. Trustee appointed Catherine E. Youngman, as Chapter 11 Trustee of the Debtor's bankruptcy estate. Michael E. Holt, Esq., and Catherine E. Youngman, Esq., at Forman Holt Eliades Ravin & Youngman LLC, represent the Trustee as counsel. KIDSPEACE CORP: Plan Filing Deadline Extended Until Jan. 2014 ------------------------------------------------------------- The U.S. Bankruptcy Court for the Eastern District of Pennsylvania extended KidsPeace Corporation, et al.'s exclusive period to file a plan of reorganization through and including Jan. 16, 2014, and their exclusive period to solicit acceptances of that plan through and including March 14, 2014. The Debtors' counsel, Morris S. Bauer, Esq., at Norris, McLaughlin & Marcus, PA, in Allentown, Pennsylvania, said the additional time is needed for the Debtors to continue negotiations with parties- in-interest to formulate a consensual plan of reorganization. Mr. Bauer relates that holders of the majority in principal amount of bonds issued by the Debtors contemplated the filing of a plan of reorganization within 30 days of the Petition Date. As a result of on-going negotiations with the Pension Benefit Guaranty Corporation and the Official Committee of Unsecured, the deadline to file a proposed plan was extended until Sept. 30, 2013, or be in default under the Debtors' prepetition agreements with the bondholders. Mr. Bauer says it is possible that further extensions may be necessary as a result of the continued discussions. About KidsPeace Corp. KidsPeace Corp., a provider of behavioral services for children, filed a petition for Chapter 11 reorganization (Bankr. E.D. Pa. Case No. 13-14508) on May 21, 2013, in Reading, Pennsylvania. KidsPeace operates a 96-bed pediatric psychiatric hospital in Orefield, Pennsylvania. Assets are $86.7 million, and debt on the books is $158.6 million, according to a court filing. The Debtor, which sought bankruptcy protection with eight affiliates, tapped Norris McLaughlin & Marcus, P.A. as counsel; EisnerAmper LLP as financial advisor, and Rust Omni as claims and notice agent. Assets total $158,587,999 at the end of 2012. The Debtors owe approximately $56,206,821 in bond debt, and they have been told that their pension liability is allegedly about $100,000,000 of which the Debtors currently reflect $83,049,412 on their books. KidsPeace sought Chapter 11 (i) as a means to implement a negotiated restructuring of bond debt currently aggregating approximately $51,310,000 plus accrued interest to a reduced amount of approximately $24 million in new 30-year bonds with interest at 7.5 percent, and (ii) to continue on-going negotiations with the Pension Benefit Guaranty Corporation in hopes of reducing the PBGC asserted obligation of $100+ million to an amount that the Debtors can reasonably expect to satisfy. The Debtor disclosed $157,930,467 in assets and $168,768,207 in liabilities as of the Chapter 11 filing. Since March 2012, MK has been exploring possible affiliation or acquisition opportunities; however, no offer of an affiliation or acquisition has been presented to the Debtors. Gemino Healthcare Finance, LLC, the prepetition revolving lender, is represented by James S. Rankin, Jr., Esq., at Parker, Hudson, Rainer & Dobbs LLP; and Weir & Partners LLP's Walter Weir, Jr., Esq. UMB Bank, N.A., on behalf of bondholders, Performance Food Group d/b/a AFI, W.B. Mason Co., Inc., Pension Benefit Guaranty Corporation, and Teresa Laudenslager were appointed to an official committee of unsecured creditors in the Debtors' cases. The Official Committee of Unsecured Creditors is represented by Fitzpatrick Lentz & Bubba, P.C., and Lowenstein Sandler LLP as counsel. FTI Consulting, Inc. serves as the panel's financial advisor. KIDSPEACE CORP: Seeks Extension of Lease Decision Deadline ---------------------------------------------------------- KidsPeace Corporation, et al., ask the U.S. Bankruptcy Court for the Eastern District of Pennsylvania to extend until Dec. 17, 2013, the period of time within which they may assume or reject non-residential real property leases. At the present time, although the Debtors have commenced a review and analysis of the leases to determine which of them are beneficial to the bankruptcy estates, there are 31 leases involving property at different locations throughout the county. The Debtors, according to Joseph R. Zapata, Jr., Esq., at NORRIS, McLAUGHLIN & MARCUS, PA, in Allentown, Pennsylvania, need additional time to review the needs of the Debtors at those locations and assess the benefit of the respective Leases. In addition, since the Petition Date, the Debtors have been actively engaged in discussions with the Pension Benefit Guaranty Corporation and the Official Committee of Unsecured Creditors. Pending a resolution with the PBGC and the Committee and the filing of plan of reorganization, the Debtors are unable to determine which Leases will be a necessary part of the reorganization and thus beneficial to the estate, Mr. Zapata tells the Court. The Debtors understand the need to continue to make the postpetition rental payments on the Leases, and expect to continue to do so unless and until any lease is formally rejected. About KidsPeace Corp. KidsPeace Corp., a provider of behavioral services for children, filed a petition for Chapter 11 reorganization (Bankr. E.D. Pa. Case No. 13-14508) on May 21, 2013, in Reading, Pennsylvania. KidsPeace operates a 96-bed pediatric psychiatric hospital in Orefield, Pennsylvania. Assets are $86.7 million, and debt on the books is $158.6 million, according to a court filing. The Debtor, which sought bankruptcy protection with eight affiliates, tapped Norris McLaughlin & Marcus, P.A. as counsel; EisnerAmper LLP as financial advisor, and Rust Omni as claims and notice agent. Assets total $158,587,999 at the end of 2012. The Debtors owe approximately $56,206,821 in bond debt, and they have been told that their pension liability is allegedly about $100,000,000 of which the Debtors currently reflect $83,049,412 on their books. KidsPeace sought Chapter 11 (i) as a means to implement a negotiated restructuring of bond debt currently aggregating approximately $51,310,000 plus accrued interest to a reduced amount of approximately $24 million in new 30-year bonds with interest at 7.5 percent, and (ii) to continue on-going negotiations with the Pension Benefit Guaranty Corporation in hopes of reducing the PBGC asserted obligation of $100+ million to an amount that the Debtors can reasonably expect to satisfy. The Debtor disclosed $157,930,467 in assets and $168,768,207 in liabilities as of the Chapter 11 filing. Since March 2012, MK has been exploring possible affiliation or acquisition opportunities; however, no offer of an affiliation or acquisition has been presented to the Debtors. Gemino Healthcare Finance, LLC, the prepetition revolving lender, is represented by James S. Rankin, Jr., Esq., at Parker, Hudson, Rainer & Dobbs LLP; and Weir & Partners LLP's Walter Weir, Jr., Esq. UMB Bank, N.A., on behalf of bondholders, Performance Food Group d/b/a AFI, W.B. Mason Co., Inc., Pension Benefit Guaranty Corporation, and Teresa Laudenslager were appointed to an official committee of unsecured creditors in the Debtors' cases. The Official Committee of Unsecured Creditors is represented by Fitzpatrick Lentz & Bubba, P.C., and Lowenstein Sandler LLP as counsel. FTI Consulting, Inc. serves as the panel's financial advisor. KIDSPEACE CORP: U.S. Trustee Objects to Proposed PCO Termination ---------------------------------------------------------------- Roberta A. DeAngelis, the U.S. Trustee for Region 3 opposes KidsPeace Corporation, et al.'s request to terminate the appointment of a patient care ombudsman in their bankruptcy cases, arguing that the Debtors must show and the U.S. Bankruptcy Court for the Eastern District of Pennsylvania must find that the appointment of the PCO is not necessary to protect patients of the Debtors during the pendency of their Chapter 11 cases. If the Debtors' request for termination of the PCO's appointment is denied, their request for limitation of the scope of the PCO's appointment and fees and expenses should not be granted without a showing that those limitations will neither impair the PCO's ability to perform the duties required under the Bankruptcy Code nor adversely affect the care given to the Debtors' patients, the U.S. Trustee further asserts. The U.S. Trustee is represented by Dave P. Adams, Esq., in Philadelphia, Pennsylvania. About KidsPeace Corp. KidsPeace Corp., a provider of behavioral services for children, filed a petition for Chapter 11 reorganization (Bankr. E.D. Pa. Case No. 13-14508) on May 21, 2013, in Reading, Pennsylvania. KidsPeace operates a 96-bed pediatric psychiatric hospital in Orefield, Pennsylvania. Assets are $86.7 million, and debt on the books is $158.6 million, according to a court filing. The Debtor, which sought bankruptcy protection with eight affiliates, tapped Norris McLaughlin & Marcus, P.A. as counsel; EisnerAmper LLP as financial advisor, and Rust Omni as claims and notice agent. Assets total $158,587,999 at the end of 2012. The Debtors owe approximately $56,206,821 in bond debt, and they have been told that their pension liability is allegedly about $100,000,000 of which the Debtors currently reflect $83,049,412 on their books. KidsPeace sought Chapter 11 (i) as a means to implement a negotiated restructuring of bond debt currently aggregating approximately $51,310,000 plus accrued interest to a reduced amount of approximately $24 million in new 30-year bonds with interest at 7.5 percent, and (ii) to continue on-going negotiations with the Pension Benefit Guaranty Corporation in hopes of reducing the PBGC asserted obligation of $100+ million to an amount that the Debtors can reasonably expect to satisfy. The Debtor disclosed $157,930,467 in assets and $168,768,207 in liabilities as of the Chapter 11 filing. Since March 2012, MK has been exploring possible affiliation or acquisition opportunities; however, no offer of an affiliation or acquisition has been presented to the Debtors. Gemino Healthcare Finance, LLC, the prepetition revolving lender, is represented by James S. Rankin, Jr., Esq., at Parker, Hudson, Rainer & Dobbs LLP; and Weir & Partners LLP's Walter Weir, Jr., Esq. UMB Bank, N.A., on behalf of bondholders, Performance Food Group d/b/a AFI, W.B. Mason Co., Inc., Pension Benefit Guaranty Corporation, and Teresa Laudenslager were appointed to an official committee of unsecured creditors in the Debtors' cases. The Official Committee of Unsecured Creditors is represented by Fitzpatrick Lentz & Bubba, P.C., and Lowenstein Sandler LLP as counsel. FTI Consulting, Inc. serves as the panel's financial advisor. LA JOYA ARLINGTON: Voluntary Chapter 11 Case Summary ---------------------------------------------------- Debtor: La Joya Arlington Apartments, LLC 1707 New York Avenue Arlington, TX 76010 Bankruptcy Case No.: 13-44072 Chapter 11 Petition Date: September 2, 2013 Court: United States Bankruptcy Court Northern District of Texas (Ft. Worth) Judge: Russell F. Nelms Debtor's Counsel: Howard Marc Spector, Esq. SPECTOR & JOHNSON, PLLC 12770 Coit Road Banner Place, Suite 1100 Dallas, TX 75251 Tel: (214) 365-5377 Fax: (214) 237-3380 E-mail: hspector@spectorjohnson.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 The Debtor did not file a list of its largest unsecured creditors together with its petition. The petition was signed by Michael Preston Hall, manager of managing member. LAGUNA BRISAS: Receiver Can Use Cash Collateral Until Oct. 31 ------------------------------------------------------------- The U.S. Bankruptcy Court for the Central District of California last month approved the eighth stipulation authorizing the receiver for Laguna Brisas, LLC to continue using cash collateral until Oct. 31, 2013. The stipulation was entered between the Debtor and Wells Fargo Bank, N.A., as trustee for the registered holders of Banc of America Commercial Mortgage Inc., Commercial Mortgage Pass-Through Certificates, Series 2006-3 by and through CWCapital Asset Management LLC, solely in its capacity as Special Servicer. About Laguna Brisas Laguna Beach, California-based Laguna Brisas LLC, doing business as Best Western Laguna Brisas Spa Hotel, is owned by A&J Mutual, LLC, which is owned and operated by Dae In "Andy" Kim and his wife Jane. The Company owns a Best Western Plus Hotel and Spa in Laguna Beach, California. The Company filed for Chapter 11 protection (Bankr. C.D. Cal. Case No. 12-12599) on Feb. 29, 2012. Bankruptcy Judge Mark S. Wallace presides over the case. The Debtor filed the Chapter 11 petition to stop foreclosure sale of the first priority trust deed holder, Wells Fargo Bank. The hotel has been in possession of and operated by a receiver, Bryon Chapman of Rim Hospitality, since Oct. 3, 2011. Johnny Kim, Esq. -- no relation to the Debtor's insider, "Andy" Kim -- represents the Debtor as special counsel. The Debtor disclosed $15,097,815 in assets and $13,982,664 in liabilities. The petition was signed by Dae In "Andy" Kim, managing member. The Debtor has filed a Plan to be funded from income the Debtor receives from the operation of the Hotel. The management of the Debtor will continue to be Andy Kim, as it was prior to the appointment of the Receiver. By the effective date of the Plan, the Receiver will turn over the Debtor's assets to the Debtor. The Debtor, through the management company, Matrix Hospital Group LLC, will act as the disbursing agent for the purpose of making the distributions provided for under the Plan. Creditor Wells Fargo Bank, N.A., is represented by Hamid R. Rafatjoo, Esq., at Venable LLP, as counsel. LAGUNA BRISAS: Status Conference on Sept. 13 -------------------------------------------- The Bankruptcy Court has authorized Laguna Brisas LLC to: 1. enforce a settlement agreement -- reached among the Debtor, Kay Nam Kim, CW Capital Assets Management, and Mehrdad Ellie at the May 13, 2013 mediation, or, in the alternative, 2. allow the Debtor to proceed with the Plan of Reorganization. Pursuant to the agreement, among other things: -- counsel for Wells Fargo Bank, N.A., senior lienholder, will contact Judge Hon. Scott Clarkson's chambers to schedule an in camera hearing to address disputed issues raised in the motion and responsive pleadings; -- all pleadings and documents filed by the Debtor and senior lienholder under seal in connection with the assigned matters will be transferred by the Bankruptcy Court to Judge Clarkson's chambers; -- the hearings on (1) the Debtor's motion for order disallowing portions of claim of CWCapital Asset Management; (2) the adequacy of Debtor's Disclosure Statement for the Third Amended Plan; (3) the motion to appoint a chapter 11 trustee; (4) the Debtor's amended application for authority to employ orantes law firm as general insolvency counsel; (5) the first interim application of J. Kim, APLC, special counsel for Debtor, for allowance of fees; and (6) the motion to use cash collateral to pay allowed fees, which are set for hearing on Sept. 13, 2013, are continued to Nov. 8, 2013, at 10 a.m.; and -- the Chapter 11 case status conference set for Sept. 13 is continued to Nov. 8, 2013, at 10 a.m. The Debtor, through Giovanni Orantes, Esq. -- go@gobklaw.com -- at The Orantes Law Firm, P.C., stated that the Debtor is willing to enter into the settlement agreement reached at the mediation, and agrees that an in camera meeting is the most appropriate vehicle to resolve the matter. Wells Fargo, as trustee for the registered holders of Bank of America Commercial Mortgage Inc., Commercial Mortgage Pass-Through Certificates, Series 2006-3, by and through CWCapital Asset Management LLC, solely in its capacity as Special Servicer, in its objection, requested that (a) that the Judge Clarkson be authorized to meet with the Hon. Erithe A. Smith in camera to discuss the settlement agreement reached by the parties at mediation, and to address the disputed issues identified on the mediation conference call; (b) that the Court prohibit the Debtor from moving forward with its Third Amended Plan in violation of the settlement; and (c) that the Court award the senior lienholder reasonable damages, including attorney's fees and costs, to prosecute the matter. About Laguna Brisas Laguna Beach, California-based Laguna Brisas LLC, doing business as Best Western Laguna Brisas Spa Hotel, is owned by A&J Mutual, LLC, which is owned and operated by Dae In "Andy" Kim and his wife Jane. The Company owns a Best Western Plus Hotel and Spa in Laguna Beach, California. The Company filed for Chapter 11 protection (Bankr. C.D. Cal. Case No. 12-12599) on Feb. 29, 2012. Bankruptcy Judge Mark S. Wallace presides over the case. The Debtor filed the Chapter 11 petition to stop foreclosure sale of the first priority trust deed holder, Wells Fargo Bank. The hotel has been in possession of and operated by a receiver, Bryon Chapman of Rim Hospitality, since Oct. 3, 2011. Johnny Kim, Esq. -- no relation to the Debtor's insider, "Andy" Kim -- represents the Debtor as special counsel. The Debtor disclosed $15,097,815 in assets and $13,982,664 in liabilities. The petition was signed by Dae In "Andy" Kim, managing member. The Debtor has filed a Plan to be funded from income the Debtor receives from the operation of the Hotel. The management of the Debtor will continue to be Andy Kim, as it was prior to the appointment of the Receiver. By the effective date of the Plan, the Receiver will turn over the Debtor's assets to the Debtor. The Debtor, through the management company, Matrix Hospital Group LLC, will act as the disbursing agent for the purpose of making the distributions provided for under the Plan. Creditor Wells Fargo Bank, N.A., is represented by Hamid R. Rafatjoo, Esq., at Venable LLP, as counsel. LANDAUER HEALTHCARE: U.S. Trustee Protests Auction Timeline ----------------------------------------------------------- Marie Beaudette, writing for DBR Small Cap, reported that the U.S. government's bankruptcy monitor is balking at Landauer Metropolitan Inc.'s proposed auction timeline, saying it doesn't give bidders enough time to put together offers to challenge a $22 million stalking-horse bid for the home medical supply company. About Landauer Healthcare Holdings Home medical equipment provider Landauer Healthcare Holdings, Inc., sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 13-12098) on Aug. 16, 2013, with a deal to sell all assets to Quadrant Management Inc. for $22 million, absent higher and better offers. The Company has 32 operating locations, with 50% of inventory concentrated in Mount Vernon, New York; Great Neck, New York; Warwick, Rhode Island; and Philadelphia, Pennsylvania. Landauer, which derives revenues by reimbursement from insurers, Medicare and Medicaid, reported net revenues of $128.5 million in fiscal year ended March 31, 2013. Landauer estimated assets and debt of at least $50 million. Michael R. Nestor, Esq., Matthew B. Lunn, Esq., and Justin H. Rucki, Esq., at Young Conaway Stargatt & Taylor, LLP; and John A. Bicks, Esq., Charles A. Dale III, Esq., and Mackenzie L. Shea, Esq., at K&L Gates LLP, serve as the Debtor's counsel. Carl Marks Advisory Group serves as the Debtor's financial advisors, and Epiq Systems as claims and notice agent. LAUSELL INC: Confirmation Hearing Continued Until Sept. 30 ---------------------------------------------------------- The Hon. Mildred Caban Flores of the Bankruptcy Court for the District of Puerto Rico continued until Sept. 30, 2013, at 9 a.m., the hearing to consider confirmation of Lausell Inc.'s Chapter 11 Plan. Objections, if any, are due 14 days prior to the hearing date. The continuance of the hearing is in response to the request of certain equity security interest holders who asserted that there is lack of due process and notice. On Aug. 23, the Court approved the Disclosure Statement, allowing the Debtor to begin solicitation of Plan votes. Ballots accepting or rejecting the Plan are due 14 days prior to the confirmation hearing date. As reported by The Troubled Company Reporter, Lausell Inc.'s Disclosure Statement reveals that holders of allowed general unsecured claims (Class 6) in Lausell Inc. are impaired and will recover 2% of their claim amount. Payment of the Class 6 Claims will come from the $50,000 carve-out to be reserved from the proceeds of the sale of the Debtor's assets to La Re. La Re, as Purchaser, will provide a Cash payment to fund the Plan sufficient to (i) settle in full the secured claims of First Bank Puerto Rico and Citibank, N.A., for $5,600,000, in Cash; (ii) and will assume certain of Debtor's debts for $3,080,489, including the claim of Puerto Rico Industrial Development Co. (Class 2). About Lausell Inc. Lausell, Inc., filed a bare-bones Chapter 11 petition (Bankr. D.P.R. Case No. 12-02918) on April 17, 2012, in Old San Juan, Puerto Rico. Lausell, also known as Aluminio Del Caribe, is a manufacturer of windows and doors. Bankruptcy Judge Mildred Caban Flores oversees the case. Charles Alfred Cuprill, Esq., at Charles A. Curpill, P.S.C. Law Offices, in San Juan, Puerto Rico, serves as counsel to the Debtor. The Bayamon, Puerto Rico-based company disclosed $34,059,950 in assets and liabilities of $24,489,414 in its amended schedules. LDK SOLAR: Incurs $165.3 Million Net Loss in Second Quarter ----------------------------------------------------------- LDK Solar Co., Ltd., reported a net loss available to the Company's shareholders of US$165.30 million on US$114.71 million of net sales for the three months ended June 30, 2013, as compared with a net loss available to the Company's shareholders of US$187.08 million on US$104.34 million of net sales for the three months ended March 31, 2013. The Company's balance sheet at June 30, 2013, showed US$4.37 billion in total assets, US$4.79 billion in total liabilities, US$382.84 million in redeemable non-controlling interests, and a US$794.58 million total deficit. "We delivered second quarter revenue that was in line with expectations and reduced our net loss both sequentially and on a year-over-year basis," stated Sam Tong, president and CEO of LDK Solar. "We have been navigating the challenging solar industry dynamics with a focus on improving our cost structure and becoming a more nimble company. We are starting to see early signs of improvement within the PV market as ASP's are beginning to stabilize. We are also encouraged by recent updates on solar policies from China and the EU." "We have built a solid pipeline of solar project business worldwide and we remain committed to working with the relevant shareholders, banks and government agencies to secure the resources needed to drive these projects forward," continued Mr. Tong. "We continue to work diligently on initiatives to improve our cost structure by driving down production costs and tightening operating expenses. By adapting our business to the evolving demand environment, we believe we will position LDK Solar for long term growth -- furthering our ability to take advantage of the substantial market opportunity to address global energy needs with solar power," concluded Mr. Tong. A copy of the press release is available for free at: http://is.gd/KZMefg About LDK Solar LDK Solar Co., Ltd. -- http://www.ldksolar.com-- based in Hi- Tech Industrial Park, Xinyu City, Jiangxi Province, People's Republic of China, is a vertically integrated manufacturer of photovoltaic products, including high-quality and low-cost polysilicon, solar wafers, cells, modules, systems, power projects and solutions. LDK Solar was incorporated in the Cayman Islands on May 1, 2006, by LDK New Energy, a British Virgin Islands company wholly owned by Xiaofeng Peng, LDK's founder, chairman and chief executive officer, to acquire all of the equity interests in Jiangxi LDK Solar from Suzhou Liouxin Industry Co., Ltd., and Liouxin Industrial Limited. LDK Solar Co disclosed a net loss of $1.05 billion on $862.88 million of net sales for the year ended Dec. 31, 2012, as compared with a net loss of $608.95 million on $2.15 billion of net sales for the year ended Dec. 31, 2011. KPMG, in Hong Kong, China, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2012. The independent auditors noted that the Group has a net working capital deficit and a deficit in total equity as of Dec. 31, 2012, and is restricted from incurring additional indebtedness as it has not met a financial covenant ratio as defined in the indenture governing the RMB-denominated US$-settled senior notes. These conditions raise substantial doubt about the Group's ability to continue as a going concern. LIFE CARE: Can Employ Holland & Knight as Compliance Counsel ------------------------------------------------------------ Life Care St. Johns, Inc., sought and obtained approval from the U.S. Bankruptcy Court to employ Eddie Williams II as special regulatory compliance counsel and non-lawyer Beth A. Vecchiolo as regulatory liaison both of Holland & Knight, LLP. The professional services to be rendered by Holland & Knight will be limited to regulatory compliance issues and related communications with the OIR, including obtaining OIR approval of new Residence and Care Contracts. Holland & Knight will also likely assist with formation of a Chapter 11 plan. The services will not be duplicative of the professional services provided by Stutsman Thames & Markey, P.A. as bankruptcy counsel to the Debtor, although some matters will arise requiring the participation of professionals both Holland & Knight and Stutsman Thames and Markey. Holland & Knight's rates are: Professional Rates ------------ ----- Paraprofessional $200-$350 Legal Counsel $285-$515 Ms. Vecchioli's currently rate is $350. Mr. William's current rate is $370. About Life Care St. Johns Life Care St. Johns, Inc., filed a Chapter 11 petition (Bankr. M.D. Fla. Case No. 13-04158) on July 3, 2013. The Debtor is the owner and operator of a continuing care retirement community known as Glenmoor consisting of 144 independent living units located on a 40-acre site in St. Johns County, Florida. Judge Jerry A. Funk presides over the case. Richard R. Thames, Esq., and Eric N. McKay, Esq., at Stutsman Thames & Markey, P.A., serves as the Debtor's counsel. Navigant Capital Advisors, LLC, acts as the Debtor's financial advisor. American Legal Claim Services, LLC, serves as claims and noticing agent. The Committee of Creditors Holding Unsecured Claims appointed in the bankruptcy case of Life Care St. Johns, Inc., is represented by Akerman Senterfitt's David E. Otero, Esq., and Christian P. George, Esq., in Jacksonville, Florida. Bruce Jones signed the petition as CEO. The Debtor estimated assets of at least $10 million and debts of at least $50 million. LIFE UNIFORM: Now Known as LUHC Wind Down Corp ---------------------------------------------- The U.S. Bankruptcy Court for the District of Delaware has authorized changes to the name and caption in the Chapter 11 cases of Life Uniform Holding Corp., et al. Effective as of Aug. 26, 2013, these cases will be known as: 1. Life Uniform Holding Corp. changed to LUHC Wind Down Corp.; 2. Healthcare Uniform Company, Inc. changed to HUCI Wind Down, Inc.; and 3. Uniform City National, Inc., changed to UCNI Wind Down, Inc. About Life Uniform Life Uniform was founded in 1965 when Angelica Corporation decided to enter the retail uniform industry. The first Life Uniform store opened in 1965 in Clayton, Missouri. At present, Life Uniform is the nation's largest independently owned medical professional supplier. Sun Uniform LLC acquired Life Uniform in July 2004. Since the acquisition by Sun the company addressed sagging profitability and overhead issues and quickly drove increases in profitability through a combination of store rationalization and sensible corporate overhead initiatives. However, recent performance has been declining in terms of revenue. This is due to the company's liquidity issues, which prevented the company from completing its e-commerce system upgrade, encourage better pricing from vendors, and maintain sufficient capital. Life Uniform Holding Corp., Healthcare Uniform Company, Inc., and Uniform City National Inc. filed Chapter 11 petitions (Bankr. D. Del. Case Nos. 13-11391 to 13-11393) on May 29, 2013. The petitions were signed by Bryan Graiff, COO, CFO, VP, secretary, and treasurer. Life Uniform Holding disclosed $10,695,870 in assets and $36,821,034 in liabilities as of the Chapter 11 filing. Life Uniform and Uniform City received court authority on July 26 to sell the business for $22.6 million to Scrubs & Beyond LLC. There were no competing bids, so an auction wasn't held. First lien lender CapitalSource Finance LLC is owed on a $11.5 million revolver and $26 million term loan. CapitalSource is represented by Brian T. Rice, Esq., at Brown Rudnick LLP; and Jeffrey C. Wisler, Esq., at Connolly Gallagher LLP. Sun Uniforms Finance LLC is owed $6.1 million in principal on a second lien note and holds two additional notes, each in the original principal of $1.08 million. Angelica Corp. holds an unsecured junior subordinate not in the principal amount of $5.48 million. Domenic E. Pacitti, Esq., at Klehr Harrison Harvey Branzburg, LLP, serves as the Debtors' counsel. Epiq Bankruptcy Solutions acts as the Debtors' administrative agent, and claims and noticing agent. The Debtors' financial advisor is Capstone Advisory Group, LLC. The Official Committee of Unsecured Creditors is represented by Seth Van Aalten, Esq., at Cooley LLP, and Ann M. Kashishian, Esq., at Cousins Chipman & Brown, LLP as counsel. The U.S Trustee for Region 3 appointed Boris Segalis of InfoLawGroup LLP as consumer privacy ombudsman in the case. LIFE UNIFORM: Womble Carlyle Approved as Privacy Ombudsman Counsel ------------------------------------------------------------------ The U.S. Bankruptcy Court for the District of Delaware authorized Boris Segalis, consumer privacy ombudsman for Life Uniform Holding Corp., et al., to employ Womble Carlyle Sandridge & Rice, LLP as his counsel. As reported in the Troubled Company Reporter on Aug. 5, 2013, Womble Carlyle will, among other things: a. investigate any proposed sale or lease of personally identifiable information by the Debtors; b. appear before the Court relating to the proposed sale or lease of personally identifiable information by the Debtors; and c. provide advice on issues of bankruptcy law and procedure, including issues relating to sales under Bankruptcy Code Section 363, and the procedures applicable in the Court. To the best of the ombudsman's knowledge, Womble Carlyle is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. Womble Carlyle intends to apply to the Court for allowance of compensation and reimbursement of expenses in accordance with applicable provisions of the Bankruptcy Code, the Federal Rules of Bankruptcy Procedure, and the Local Rules of the Court. About Life Uniform Life Uniform was founded in 1965 when Angelica Corporation decided to enter the retail uniform industry. The first Life Uniform store opened in 1965 in Clayton, Missouri. At present, Life Uniform is the nation's largest independently owned medical professional supplier. Sun Uniform LLC acquired Life Uniform in July 2004. Since the acquisition by Sun the company addressed sagging profitability and overhead issues and quickly drove increases in profitability through a combination of store rationalization and sensible corporate overhead initiatives. However, recent performance has been declining in terms of revenue. This is due to the company's liquidity issues, which prevented the company from completing its e-commerce system upgrade, encourage better pricing from vendors, and maintain sufficient capital. Life Uniform Holding Corp., Healthcare Uniform Company, Inc., and Uniform City National Inc. filed Chapter 11 petitions (Bankr. D. Del. Case Nos. 13-11391 to 13-11393) on May 29, 2013. The petitions were signed by Bryan Graiff, COO, CFO, VP, secretary, and treasurer. Life Uniform Holding disclosed $10,695,870 in assets and $36,821,034 in liabilities as of the Chapter 11 filing. First lien lender CapitalSource Finance LLC is owed on a $11.5 million revolver and $26 million term loan. CapitalSource is represented by Brian T. Rice, Esq., at Brown Rudnick LLP; and Jeffrey C. Wisler, Esq., at Connolly Gallagher LLP. Sun Uniforms Finance LLC is owed $6.1 million in principal on a second lien note and holds two additional notes, each in the original principal of $1.08 million. Angelica Corp. holds an unsecured junior subordinate not in the principal amount of $5.48 million. Domenic E. Pacitti, Esq., at Klehr Harrison Harvey Branzburg, LLP, serves as the Debtors' counsel. Epiq Bankruptcy Solutions acts as the Debtors' administrative agent, and claims and noticing agent. The Debtors' financial advisor is Capstone Advisory Group, LLC. The Official Committee of Unsecured Creditors is represented by Seth Van Aalten, Esq., at Cooley LLP, and Ann M. Kashishian, Esq., at Cousins Chipman & Brown, LLP as counsel. The U.S Trustee for Region 3 appointed Boris Segalis of InfoLawGroup LLP as consumer privacy ombudsman in the case. Life Uniform and Uniform City received court authority on July 26, 2013, to sell the business for $22.6 million to Scrubs & Beyond LLC. There were no competing bids, so an auction wasn't held. In August 2013, the Court approved these name changes: Life Uniform Holding Corp. changed to LUHC Wind Down Corp.; Healthcare Uniform Company, Inc. changed to HUCI Wind Down, Inc.; and Uniform City National, Inc., changed to UCNI Wind Down, Inc. LIGHTSQUARED INC: US Bank, Mast Propose Plan for One Dot Six ------------------------------------------------------------ U.S. Bank N.A. and Mast Capital Management LLC filed a Chapter 11 plan for One Dot Six Corp., which proposes a sale of the company's assets at an auction. The plan proposes to sell One Dot Six's wireless spectrum assets at an auction, with Mast Spectrum Acquisition Company LLC serving as the "stalking horse" bidder. It contemplates a stalking horse bid in the form of a credit bid. Under a credit bid, the creditor can purchase its collateral at auction by crediting the purchase price against the secured debt rather than paying cash. Most of the assets included in the sale block were posted as collateral under a $279 million credit agreement, and a debtor-in- possession credit agreement where Mast Capital and U.S. Bank served as lender and administrative, respectively. The proposed plan provides for the classification and treatment of claims against, and equity interests in One Dot Six, one of the affiliates of LightSquared Inc. that filed for bankruptcy protection. It designates five classes of claims and one class of equity interests. Holders of priority non-tax claims in Class 1, and "other secured claims" in Class 2 will receive payment in full or otherwise be rendered unimpaired. The rest will receive pro-rata distributions on account of their claims and equity interests depending on the results of the auction. Following the effective date of the plan, One Dot Six will be managed by an entity designated by Mast Capital and U.S. Bank, which will oversee the wind down of the company. Full-text copies of the proposed plan and the disclosure statement are available for free at: http://bankrupt.com/misc/LightSquared_OneDot6Plan.pdf http://bankrupt.com/misc/LightSquared_OneDot6DS.pdf U.S. Bank and Mast Capital is asking U.S. Bankruptcy Judge Shelley Chapman to approve the outline of the plan or the so-called disclosure statement, saying it contains sufficient information for creditors to decide on whether to support the plan. Section 1125 of the Bankruptcy Code requires that a disclosure statement contain adequate information to permit voting creditors to make an informed decision on a bankruptcy plan. The proposed disclosure statement will be considered for approval, together with the outline of the plans proposed by LightSquared, Harbinger Capital Partners LLC, and a group of lenders, at the Sept. 30 hearing. Objections to the plan outline are due by Sept. 23. U.S. Bank and Mast Capital are represented by: Michael S. Stamer, Esq. Philip C. Dublin, Esq. AKIN GUMP STRAUSS HAUER & FELD LLP One Bryant Park New York, New York 10036 Tel: (212) 872-1000 Fax: (212) 872-1002 E-mail: mstamer@akingump.com pdublin@akingump.com About LightSquared Inc. LightSquared Inc. and 19 of its affiliates filed Chapter 11 bankruptcy petitions (Bankr. S.D.N.Y. Lead Case No. 12-12080) on May 14, 2012, to resolve regulatory issues that have prevented it from building its coast-to-coast integrated satellite 4G wireless network. LightSquared had invested more than $4 billion to deploy an integrated satellite-terrestrial network. In February 2012, however, the U.S. Federal Communications Commission told LightSquared the agency would revoke a license to build out the network as it would interfere with global positioning systems used by the military and various industries. In March 2012, the Company's partner, Sprint, canceled a master services agreement. LightSquared's lenders deemed the termination of the Sprint agreement would trigger cross-defaults under LightSquared's prepetition credit agreements. LightSquared and its prepetition lenders attempted to negotiate a global restructuring that would provide LightSquared with liquidity and runway necessary to resolve its issues with the FCC. Despite working diligently and in good faith, however, LightSquared and the lenders were not able to consummate a global restructuring on terms acceptable to all interested parties. Lawyers at Milbank, Tweed, Hadley & McCloy LLP serve as counsel to the Debtors. Alvarez & Marsal North America, LLC, is the financial advisor. Kurtzman Carson Consultants LLC serves as claims and notice agent. LIME ENERGY: Provides Compliance Plan with NASDAQ ------------------------------------------------- Lime Energy Co., on Aug. 27, 2013, received a letter from NASDAQ, notifying the Company that it had not regained compliance with Listing Rule 5450(a)(1) and that the minimum bid price deficiency may serve as an additional basis for delisting the Company's common stock from NASDAQ. That letter also formally notified the Company that the NASDAQ Hearings Panel would consider the Minimum Bid Price Deficiency in their decision regarding the Company's continued listing on NASDAQ. Lime Energy received on Aug. 29, 2012, a letter from NASDAQ, notifying the Company that for the last 30 consecutive business days, the bid price of the Company's common stock has closed below the minimum $1.00 per share requirement for continued inclusion on The NASDAQ Stock Market based on Listing Rule 5450(a)(1). NASDAQ granted the Company two consecutive grace periods of 180 days each to remedy the Minimum Bid Price Deficiency, the second of which expired on Aug. 26, 2013. On Aug. 20, 2013, the Company received a letter from NASDAQ notifying the Company that it was not in compliance with Listing Rule 5550(b) because the Company's stockholders' equity, as reported in the Company's quarterly report on Form 10-Q for the period ended June 30, 2013, filed on Aug. 19, 2013, was less than $2,500,000, a NASDAQ Capital Market continued listing criterion, and the Company did not meet either of the alternative NASDAQ Capital Market continued listing criteria -- market value of listed securities or net income from continuing operations -- as of Aug. 19, 2013. The Stockholders' Equity Deficiency serves as an additional basis for delisting the Company's common stock from NASDAQ, in addition to the Minimum Bid Price Deficiency. That letter also formally notified the Company that the Panel would consider the Stockholders' Equity Deficiency in their decision regarding the Company's continued listing on NASDAQ. The Company provided the Panel with a compliance plan related to the Minimum Bid Price Deficiency and the Stockholders' Equity Deficiency on Aug. 19, 2013, and an update to that plan on Aug. 30, 2013, which, as updated, provides for the Company to effect a reverse stock split by Oct. 11, 2013, if necessary to regain compliance with Listing Rule 5450(a)(1) and its plan to address the Stockholders' Equity Deficiency by means of a private placement. The Panel has not yet rendered a determination with respect to the Company's updated compliance plan, as submitted on Aug. 30, 2013, and there can be no assurance that the Panel will determine to continue the Company's listing in light of the listing deficiencies or that the Company will be able to timely remedy the Minimum Bid Price Deficiency or the Stockholders' Equity Deficiency in the event the Panel grants the Company additional time to do so. In that event, the Company's common stock would be delisted from NASDAQ. About Lime Energy Headquartered in Huntersville, North Carolina, Lime Energy Co. -- http://www.lime-energy.com-- is engaged in planning and delivering clean energy solutions that assist its clients in their energy efficiency and renewable energy goals. The Company's solutions include energy efficient lighting upgrades, energy efficient mechanical and electrical retrofit and upgrade services, water conservation, building weatherization, on-site generation and renewable energy project development and implementation. The Company provides energy solutions across a range of facilities, from high-rise office buildings, distribution facilities, manufacturing plants, retail sites, multi-tenant residential buildings, mixed use complexes, hospitals, colleges and universities, government sites to small, single tenant facilities. The Company's balance sheet at June 30, 2013, showed $32.64 million in total assets, $31.68 million in total liabilities and $952,000 in total stockholders' equity. LONGVIEW POWER: Can Use Cash Collateral to Fund Ch. 11 ------------------------------------------------------ Law360 reported that a Delaware bankruptcy judge ruled on Sept. 3 that coal plant operator Longview Power LLC can use cash collateral to fund its case for now, but stopped short of allowing the debtor to draw on $59 million in disputed letters of credit without further permission from the court. According to the report, U.S. Bankruptcy Judge Brendan L. Shannon said he was struggling with the idea of approving a cash collateral motion that authorized Longview to draw on the letters of credit, while the question of who owns them was being disputed. Longview Power LLC along with affiliates, including Mepco Holdings, LLC and its affiliates, commenced Chapter 11 proceedings (Bankr. D. Del. Lead Case No. 13-12211) on Aug. 30, 2013. Longview Power, majority-owned by First Reserve Corp, a private investment firm, listed liabilities and assets of more than $1 billion. Longview Power blamed a unit of Germany's Siemens for delays in construction that left it unable to pay its debts. Bankruptcy Judge Brendan Linehan Shannon oversees the case. Richard M. Cieri, Esq., Paul M. Basta, P.C., Esq., Ray C. Schrock, P.C., Esq., and Ryan Preston Dahl, Esq., at Kirkland & Ellis LLP, serve as the Debtors' counsel. Daniel J. DeFranceschi, Esq., Paul N. Heath, Esq., Zachary I. Shapiro, Esq., Amanda R. Steele, Esq., and Marisa A. Terranova, Esq., at Richards, Layton & Finger, P.A., serve as Delaware counsel. David A. Pisciotta, Esq., Scott E. Koerner, Esq., David Farrington Yates, Esq., Phillip R. White, Esq., and David W. Kiefer, Esq., at Dentons US LLP, serve as special counsel. Lazard Freres & Company LLC is the Debtors' invesetment banker, Alvarez & Marsal North America, LLC, is the Debtors' restructuring advisor, Ernst & Young acts as accountants, and Donlin, Recano & Co., Inc., serves as the claims agent. The petitions were signed by Jeffery L. Keffer, the Company's Chief Executive Officer, President, Treasurer and Secretary. LONGVIEW POWER: Moody's Withdraws Ratings After Bankruptcy Filing ----------------------------------------------------------------- Moody's Investors Service has withdrawn the Caa2 ratings assigned to the secured credit facilities of Longview Power, LLC following the company's filing for Chapter 11 bankruptcy protection. Credit facilities impacted are a $451 million term loan due February 2014 (approximately $426 million outstanding), a $499 million term loan due October 2017 (approximately $473 million outstanding), a $38 million revolving credit facility terminating February 2014, and $125 million of synthetic revolver/letter of credit facilities terminating February 2014. Ratings Rationale: On August 30, Longview and certain of its affiliates, including its coal producer Mepco Holdings, LLC commenced chapter 11 proceedings in the U.S. Bankruptcy Court for the District of Delaware. The company intends to operate its business in the ordinary course as it continues to negotiate with lenders toward a chapter 11 restructuring plan and has filed customary, so-called "first day" motions to it allow it to do so without interruption. Moody's last rating action for Longview occurred October 2012 when the credit facilities were downgraded to Caa2 with negative outlook. The downgrade and negative outlook reflected continued operating challenges at the project along with weak market conditions for the sale of merchant power and coal, all of which was exacerbated by an unmanageable debt burden and near term refinancing/restructuring risk. When operating, the project remains one of the most efficient and cleanest coal fired plants in the country; its capital structure currently includes over $1 billion of equity contributed by its sponsor, First Reserve Corporation. Longview is a special purpose entity created to construct, own, and operate a 695 MW supercritical pulverized coal-fired power plant located in Maidsville, West Virginia, just south of the Pennsylvania border and approximately 70 miles south of Pittsburgh. The project is primarily owned by First Reserve Corporation (approximately 88.5%), a private equity firm specializing in energy industry investments, through its affiliate GenPower Holdings (Delaware), L.P. (GenPower); the remaining ownership interests are held by Siemens Financial Services (7%) and various affiliated individuals. LONGVIEW POWER: S&P Lowers Senior Secured Debt Rating to 'D' ------------------------------------------------------------ Standard & Poor's Ratings Services said that U.S.-based merchant electric power project Longview Power LLC filed for Chapter 11 bankruptcy protection on Aug. 30, 2013, thus beginning the expected restructuring of its approximate $1 billion in senior secured debt. S&P lowered its senior secured debt rating to 'D' from 'CCC-', but did not revise its '3' recovery rating on this debt. S&P subsequently withdrew the debt issue and recovery ratings. Longview was repaying debt with cash flow earned from its fairly new 775 megawatt (MW) mine-mouth coal-fired power plant in West Virginia that sells energy and capacity into the PJM Interconnection market and from a portion of the revenues earned by its affiliate Mepco Holdings Inc. from producing and selling coal. Mepco Holdings LLC also filed for bankruptcy protection. Cash flow from the power plant was well below initial expectations due to continued operational problems resulting in substantial outage time and repair costs and from weak merchant power prices resulting from depressed demand and the low price of natural gas, which sets power prices in PJM most of the time. S&P thinks it is likely that Longview will continue to successfully resolve the underlying problems and reach stable operations, but may operate at capacity factors below original expectations. It will also continue to earn PJM capacity market revenue depending on its operational performance. These energy and capacity price cash flows along with some assumed revenue from Mepco provide the basis for our '3' recovery rating on Longview debt under assumptions noted in S&P's June 28, 2013, credit report. LUCID INC: Inks Advisory Pact with Wainwright for Caliber I.D. -------------------------------------------------------------- Lucid, Inc., entered into a strategic advisory agreement with H.C. Wainwright & Co., LLC, designed to benefit the growth of Caliber I.D. as it continues to develop its business through a variety of channels. As part of the agreement, H.C. Wainwright will serve as an advisor to Caliber I.D. by helping to identify, originate and develop potential strategic partnerships, assisting with M&A transactions, and helping to raise capital. The agreement additionally includes but is not limited to new product procurement, generating additional distribution channels and assessing collaborations to promote Caliber I.D.'s business. Caliber I.D. has agreed to pay H.C. Wainwright a transaction fee of 3 percent of the gross proceeds from the placement of any securities and Caliber I.D. and H.C. Wainwright will mutually agree on the utilization of any sub-placement agents in which case any fees and expenses of those sub-placement agents will be paid in addition to the 3 percent transaction fee to H.C. Wainwright. In addition, pursuant to the Agreement, Caliber I.D. will grant to H.C. Wainwright a warrant to purchase up to 2,125,000 shares of Caliber I.D.'s common stock, at an exercise price of $1.00 per share, subject to adjustment for stock dividends, stock splits and the like. A full-text copy of the Agreement is available for free at: http://is.gd/Mcxf8H About Caliber I.D. Based in New York in the USA, Caliber I.D. is a medical technologies company that designs, develops, and markets innovative imaging solutions that shows tissue at the cellular level. Founded in 1991 as Lucid Technologies, Inc., and later Lucid, Inc., Caliber Imaging & Diagnostics, Inc., is currently the only company in the world to offer in vivo confocal microscopes designed specifically for imaging skin and other tissue. Caliber I.D.'s Rapid Cell ID technology enables scientists and physicians to characterize intact normal and abnormal cellular architecture that is otherwise invisible to the naked eye. About Lucid Inc. Rochester, N.Y.-based Lucid, Inc., is a medical device company that designs, manufactures and sells non-invasive cellular imaging devices that assist physicians in the early detection of disease. The Company's VivaScope(R) platform produces rapid noninvasive, high-resolution cellular images for subsequent diagnostic review by physicians, pathologists and other diagnostic readers. As reported in the TCR on April 9, 2012, Deloitte & Touche LLP, in Rochester, New York, expressed substantial doubt about Lucid's ability to continue as a going concern, following the Company's results for the fiscal year ended Dec. 31, 2011. The independent auditors noted that of the Company's recurring losses from operations, deficit in equity, and projected need to raise additional capital to fund operations. The Company's balance sheet at March 31, 2013, showed $1.72 million in total assets, $10.41 million in total liabilities and a $8.69 million total stockholders' deficit. MERCANTILE BANCORP: Holdco Advisors Opposes Sale, Files Proposal ---------------------------------------------------------------- HoldCo Advisors, L.P., as manager and power of attorney for VM Financials Restructuring Consulting Company, LLC, objects the process proposed by Mercantile Bancorp, Inc., for the sale of Mercantile Bank, the Debtor's wholly-owned subsidiary bank. VM Financial holds certain of the Debtor's common equity securities. Holdco Advisors said it has reviewed the sale transaction proposed by the Debtor and is shocked by what appears to be a sub-optimal structure that destroys value that should be realized by both the Debtor and the Federal Deposit Insurance Corporation. Holdco believes that this value-destructive transaction should be abandoned in its entirety, and that the Debtor should instead explore alternative transaction structures that can maximize value for all interested parties. To that end, Holdco Advisors has prepared a presentation describing a potentially value-creating transaction structure for the Chapter 11 case, a copy of which is available for free at: http://bankrupt.com/misc/MERCANTILE_HoldcoProposal.pdf HoldCo Advisors is represented by: Glenn A. Brown DMD, Esq DE # $669 Real World Law, PC 916 N. Union Street, #2 Wilmington, DE 19805 Tel: (302) 225-8340 E-mail: glenn.brown@realworldlaw.com Delaware Counsel to HoldCo Advisors, L.P - and - Daniel R. Brown (pro hac vice pending) Brown Legal Advisors, LLC 1253 W. Foster Ave., 3E Chicago, IL 60640 Tel: (773) 527-0585 E-mail: dan@brownlegal.net Counsel to HoldCo Advisors, L.P About Mercantile Bancorp Mercantile Bancorp -- http://www.mercbanx.com/-- is a Quincy, Illinois-based bank holding company with wholly owned subsidiaries consisting of one bank in Illinois and one each in Kansas and Florida, where the Company conducts full-service commercial and consumer banking business, engages in mortgage banking, trust services and asset management, and provides other financial services and products. The Company also operated Mercantile Bank branch offices in Missouri and Indiana. On Aug. 10, 2011, the Illinois Division of Banking released a Consent Order that Mercantile Bank, the Federal Deposit Insurance Corporation, and the Division entered into as of July 28, 2011. Under the Order, Mercantile Bank will cease operating with all money transmitters and currency businesses providing brokerage, sale or exchange of non-United States currency for deposit customers. Furthermore, Mercantile Bank may not enter into a new line of business without the prior written consent of the FDIC and the Division. Mercantile Bancorp filed a Chapter 11 petition (Bankr. D. Del. Case No. 13-11634) on June 27, 2013. The petition shows assets and debt both exceeding $50 million. Liabilities include $61.9 million owing on junior subordinated debentures. Mercantile stopped paying interest on the debentures in 2009, since then running up $14 million in unpaid interest. Stuart M. Brown, Esq. at DLA Piper LLP (US), in Wilmington, Delaware; and Richard A. Chesley, Esq., Kimberly D. Newmarch, Esq., and Aaron M. Paushter, Esq., at DLA Piper LLP (US), in Chicago, Illinois, are the attorneys for the Debtor. A three-member official committee of unsecured creditors was appointed by the U.S. Trustee. MERCANTILE BANCORP: Court OKs Upshot as Claims & Noticing Agent --------------------------------------------------------------- The Bankruptcy Court authorized Mercantile Bancorp, Inc., to employ Upshot Services LLC as its claims and noticing agent nunc pro tunc to the Petition Date. Upshot is authorized to provide noticing and claims processing services; provided, however, that Upshot's services related to preparation of the Debtor's schedules and statement of financial affairs will be limited to entering data upon the appropriate forms. In addition to the services set forth in the Application and Services Agreement, Upshot is authorized to provide other noticing, claims processing, and administrative services the Debtor may request from time to time; provided, however, that any additional services must be (i) ministerial in nature and (ii) incidental to Upshot's role as claims and noticing agent. About Mercantile Bancorp Mercantile Bancorp -- http://www.mercbanx.com/-- is a Quincy, Illinois-based bank holding company with wholly owned subsidiaries consisting of one bank in Illinois and one each in Kansas and Florida, where the Company conducts full-service commercial and consumer banking business, engages in mortgage banking, trust services and asset management, and provides other financial services and products. The Company also operated Mercantile Bank branch offices in Missouri and Indiana. On Aug. 10, 2011, the Illinois Division of Banking released a Consent Order that Mercantile Bank, the Federal Deposit Insurance Corporation, and the Division entered into as of July 28, 2011. Under the Order, Mercantile Bank will cease operating with all money transmitters and currency businesses providing brokerage, sale or exchange of non-United States currency for deposit customers. Furthermore, Mercantile Bank may not enter into a new line of business without the prior written consent of the FDIC and the Division. Mercantile Bancorp filed a Chapter 11 petition (Bankr. D. Del. Case No. 13-11634) on June 27, 2013. The petition shows assets and debt both exceeding $50 million. Liabilities include $61.9 million owing on junior subordinated debentures. Mercantile stopped paying interest on the debentures in 2009, since then running up $14 million in unpaid interest. Stuart M. Brown, Esq. at DLA Piper LLP (US), in Wilmington, Delaware; and Richard A. Chesley, Esq., Kimberly D. Newmarch, Esq., and Aaron M. Paushter, Esq., at DLA Piper LLP (US), in Chicago, Illinois, are the attorneys for the Debtor. A three-member official committee of unsecured creditors was appointed by the U.S. Trustee. MICHAELS STORES: Files Form 10-Q, Posts $20MM Net Income in Q2 -------------------------------------------------------------- Michaels Stores, Inc., filed with the U.S. Securities and Exchange Commission its quarterly report on Form 10-Q disclosing net income of $20 million on $904 million of net sales for the quarter ended Aug. 3, 2013, as compared with net income of $13 million on $892 million of net sales for the quarter ended July 28, 2012. Net sales increased for the second quarter of fiscal 2013 by 1.3 percent over the second quarter of fiscal 2012 due primarily to $24 million of incremental revenue from the Company's non- comparable store sales, partially offset by a $12 million decrease in comparable store sales. For the six months ended Aug. 3, 2013, the Company reported net income of $67 million on $1.89 billion of net sales as compared with net income of $66 million on $1.87 billion of sales for the six months ended July 28, 2012. As of Aug. 3, 2013, the Company had $1.62 billion in total assets, $3.83 billion in total liabilities and a $2.21 billion total stockholders' deficit. A copy of the Form 10-Q is available for free at: http://is.gd/fw4VvL About Michaels Stores Headquartered in Irving, Texas, Michaels Stores, Inc., is the largest arts and crafts specialty retailer in North America. As of March 9, 2009, the Company operated 1,105 "Michaels" retail stores in the United States and Canada and 161 Aaron Brothers Stores. * * * As reported by the TCR on April 5, 2012, Moody's Investors Service upgraded Michaels Stores, Inc.'s Corporate Family Rating to B2 from B3. "The upgrade of Michaels' Corporate Family Rating primarily reflects the positive benefits of its continuing business initiatives which have led to consistent improvements in same store sales," said Moody's Vice President Scott Tuhy. In the April 16, 2012, edition of the TCR, Standard & Poor's Ratings Services raised its corporate credit rating on Irving, Texas-based Michaels Stores Inc. to 'B' from 'B-'. "Standard & Poor's Ratings Services' upgrade on Michaels Stores reflects the improvement in financial ratios following the company's performance in the important fourth quarter, given the seasonality of the company's business," said Standard & Poor's credit analyst Brian Milligan. "The CreditWatch placement remains effective, given the pending IPO." MICHAELS STORES: Reports $20 Million Net Income in Second Quarter ----------------------------------------------------------------- Michaels Stores, Inc., reported net income of $20 million on $904 million of net sales for the quarter ended Aug. 3, 2013, as compared with net income of $13 million on $892 million of net sales for the quarter ended July 28, 2012. For the six months ended Aug. 3, 2013, the Company reported net income of $67 million on $1.89 billion of net sales, as compared with net income of $66 million on $1.87 billion of net sales for the six months ended July 28, 2012. As of Aug. 3, 2013, Michaels Stores had $1.62 billion in total assets, $3.83 billion in total liabilities and a $2.21 billion total stockholders' deficit. The Company ended the second quarter with $51 million in cash, $3.12 billion in debt and approximately $367 million in availability under its asset-based revolving credit facility. A copy of the press release is available for free at: http://is.gd/suxHnY About Michaels Stores Headquartered in Irving, Texas, Michaels Stores, Inc., is the largest arts and crafts specialty retailer in North America. As of March 9, 2009, the Company operated 1,105 "Michaels" retail stores in the United States and Canada and 161 Aaron Brothers Stores. The Company also reported net income of $79 million on $2.80 billion of net sales for the nine months ended Oct. 29, 2011, compared with net income of $0 on $2.70 billion of net sales for the nine months ended Oct. 30, 2010. * * * Michaels Stores carries a 'B3' corporate family rating from Moody's Investors Service. As reported by the Troubled Company Reporter on Oct. 8, 2010, Moody's assigned Caa1 rating to Michaels Stores's proposed $750 million senior unsecured bonds due 2018. Proceeds from the note offering will be used to tender for an existing $750 million series of unsecured notes. The refinancing, while improving the maturity profile of the company, has no impact on Michaels' current capital structure or ratings. Moody's said Michaels' CFR reflects its significant financial leverage and weak credit metrics. It also recognizes Michaels' leadership position in the highly fragmented arts and crafts segment, and its high operating margins. The rating takes into consideration the company's participation in some segments that have greater sensitivity to economic conditions, such as its custom framing business. Michaels' ratings also reflect its good liquidity with limited near term debt maturities. MILAGRO OIL: Private Exchange Offer Extended Until October 31 ------------------------------------------------------------- Milagro Oil & Gas, Inc., Vanquish Energy, LLC, and Vanquish Finance, Inc., have extended the expiration date to 5:00 p.m., New York City time, on Oct. 31, 2013, for their private exchange offer to exchange any and all of Milagro's outstanding 10.500 percent Senior Secured Second Lien Notes due 2016 issued under the Indenture dated as of May 11, 2011, among Milagro, the guarantors party thereto and Wells Fargo Bank, N.A., as Trustee, for either: (i) Class A Units of Vanquish and 10.500 percent Senior Secured Second Lien Notes due 2017 of the Issuers; or (ii) cash for up to a maximum of $65 million aggregate principal amount of the Old Notes, all on the terms and subject to the conditions as set forth in a confidential offering circular and consent solicitation statement. In connection with the Exchange Offer, Milagro is soliciting consents from holders of the Existing Notes to certain proposed amendments to the Indenture. The Issuers did not extend withdrawal rights and, pursuant to the terms of the Exchange Offer, previously tendered Old Notes may not be validly withdrawn and Consents may not be validly revoked. The complete terms and conditions of the Exchange Offer and Consent Solicitation are described in the Offering Circular, copies of which may be obtained by eligible holders by contacting D.F. King & Co., Inc., the information agent, at 48 Wall Street, 22nd Floor, New York, New York 10005, (212) 269-5550 (collect) or (800) 290-6427 (toll free), or milagro@dfking.com. The Exchange Offer is being made only to qualified institutional buyers and accredited investors and to certain non-U.S. investors located outside the United States. The Exchange Offer is made only by, and pursuant to, the terms set forth in the Offering Circular and the information in this press release is qualified by reference to the Offering Circular and the letter of transmittal accompanying the Offering Circular. Subject to applicable law and the consent of certain holders of Old Notes, Milagro may amend, extend or terminate the Exchange Offer. Documents relating to the Exchange Offer, including the Offering Circular, will only be distributed to holders who complete and return a letter of eligibility confirming that they are within the category of eligible investors for the Exchange Offer. About Milagro Oil Milagro Oil & Gas, Inc., is an independent energy company based in Houston, Texas that is engaged in the acquisition, development, exploitation, and production of oil and natural gas. The Company's historic geographic focus has been along the onshore Gulf Coast area, primarily in Texas, Louisiana, and Mississippi. The Company operates a significant portfolio of oil and natural gas producing properties and mineral interests in this region and has expanded its footprint through the acquisition and development of additional producing or prospective properties in North Texas and Western Oklahoma. Deloitte & Touche LLP, in Houston, Texas, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2012. The independent auditors noted that the Company is not in compliance with certain covenants of its 2011 Credit Facility, and all of the Company's debt is classified within current liabilities as of Dec. 31, 2012. The Company's violation of its debt covenants, combined with its financing needs and negative working capital position, raise substantial doubt about its ability to continue as a going concern. Milagro Oil disclosed a net loss of $33.39 million in 2012, a net loss of $23.57 million in 2011 and a net loss of $70.58 million in 2010. As of June 30, 2013, the Company had $483.83 million in total assets, $449.08 million in total liabilities, $236.26 million in redeemable series A preferred stock, and a $201.51 million total stockholders' deficit. Bankruptcy Warning "The Company is currently exploring a range of alternatives to reduce indebtedness to the extent necessary to be in compliance with the leverage ratio and interest coverage ratio. Alternatives that were considered include using cash flow from operations or issuances of equity and debt securities, reimbursements of prior leasing and seismic costs by third parties who participate in our projects, and the sale of interests in projects and properties. As another alternative, the Company has launched a private exchange offering to exchange a portion of the Notes for equity, cash and new notes. If a minimum principal amount of at least $237.5 million of the outstanding principal amount of the Notes are not tendered (excluding any such Notes validly withdrawn) in the Exchange Offer, the conditions to the Exchange Offer will not have been achieved and the Company will be unable to consummate the restructuring. As a result, the lenders under the 2011 Credit Facility may accelerate their debt, which would also cause a default and acceleration of the debt under the Notes, all of which will have a material adverse effect on our liquidity, business and financial condition and may result in the Company's bankruptcy or the bankruptcy of its subsidiaries," the Company said in its quarterly report for the period ended June 30, 2013. * * * As reported by the TCR on May 24, 2013, Standard & Poor's Ratings Services said it lowered its corporate credit rating on Houston- based Milagro Oil & Gas Inc. to 'CC' from 'CCC-'. "We lowered the corporate credit and senior unsecured ratings to 'CC' to reflect the potential for a selective default on Milagro's $250 million 10.5% senior secured notes due 2016, due to certain aspects of the company's exchange offer that would constitute a distressed exchange under our criteria," said Standard & Poor's credit analyst Christine Besset. MOTORCAR PARTS: Borrows Additional $20 Million From PNC Bank ------------------------------------------------------------ Motorcar Parts of America, Inc., amended its financing agreement by entering into the Seventh Amendment to the Financing Agreement with a syndicate of lenders, Cerberus Business Finance, LLC, as collateral agent, and PNC Bank, National Association, as administrative agent. Pursuant to the terms of the Seventh Amendment, (i) the Company borrowed an additional $20,000,000 in term loans, (ii) reset the Senior Leverage Ratio and Fixed Charge Coverage ratio covenants and (iii) added certain carveouts related to transaction fees and restructuring costs to the definitions of "Consolidated EBITDA" and "Excess Cash Flow" and the calculation of liquidity. The Seventh Amendment also provides consent from the lenders and the agents to the Company's payment of certain subordinated debt with respect to the Guaranty, dated Aug. 22, 2012, between the Company and Wanxiang America Corporation. The Payoff occurred on Aug. 26, 2013, and represented payment in full of all guaranteed liabilities of the Company and discharged all of the Company's obligations in respect of the guaranteed liabilities under the Guaranty. A copy of the Seventh Amendment is available for free at: http://is.gd/ZyhIa7 About Motorcar Parts Torrance, California-based Motorcar Parts of America, Inc. (Nasdaq: MPAA) is a remanufacturer of alternators and starters utilized in imported and domestic passenger vehicles, light trucks and heavy duty applications. Motorcar Parts of America's products are sold to automotive retail outlets and the professional repair market throughout the United States and Canada, with remanufacturing facilities located in California, Mexico and Malaysia, and administrative offices located in California, Tennessee, Mexico, Singapore and Malaysia. The Company reported a net loss of $91.5 million on $406.3 million of sales in fiscal 2013, compared to a net loss of $48.5 million on $363.7 million of sales in fiscal 2012. The Company's balance sheet at March 31, 2013, showed $367.1 million in total assets, $370.6 million in total liabilities, and a stockholders' deficit of $3.5 million. Ernst & Young LLP, in Los Angeles, California, noted in its report on the consolidated financial statements for the year ended March 31, 2013, that the Company's wholly owned subsidiary Fenwick Automotive Products Limited has recurring operating losses since the date of acquisition and has a working capital and an equity deficiency. "In addition, Fenco has not complied with certain covenants of its loan agreements with its bank. These conditions relating to Fenco coupled with the significance of Fenco to the Consolidated Companies, raise substantial doubt about the Consolidated Companies' ability to continue as a going concern." MPG OFFICE: Amends 25,000 Shares Resale Prospectus -------------------------------------------------- MPG Office Trust, Inc., filed a post-effective amendment to its registration statement relating to the potential sale of up to 25,526 shares of the Company's common stock by Thomas Master Investments, LLC, should it exchange its units representing common limited partnership interests in MPG Office, L.P., or the operating partnership, for the Company's common stock. The Company is registering the potential resale of the applicable shares of the Company's common stock to provide the selling stockholder with freely tradable securities. The Company will receive no proceeds from any issuance of the shares of its common stock to the selling stockholder in exchange for common units or from any sale of those shares by the selling stockholder, but the Company has agreed to pay certain registration expenses. The Company's common stock currently trades on the New York Stock Exchange, under the symbol "MPG." On Aug. 23, 2013, the last reported sales price of the Company's common stock on the NYSE was $3.13 per share. A copy of the amended prospectus is available for free at: http://is.gd/ifjc4j 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. As of June 30, 2013, the Company had $1.28 billion in total assets, $1.71 billion in total liabilities and a $437.26 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." MUSCLEPHARM CORP: Buys $2 Million Conv. Note From BioZone --------------------------------------------------------- MusclePharm Corporation entered into a Securities Purchase Agreement with BioZone Pharmaceuticals, Inc., pursuant to which the Company bought (i) $2,000,000 of a 10 percent secured convertible promissory notes due one year from the date of issuance and (ii) a warrant to purchase 10,000,000 shares of the Seller's common stock, at an exercise price of $0.40 per share, for $2,000,000. The entire principal amount and any accrued and unpaid interest on the Note is due and payable in cash on the Maturity Date. The Note bears interest at the rate of 10 percent per annum. The Note is convertible into shares of the Seller's common stock at an initial conversion price of $0.20 per share, subject to adjustment. The Seller may prepay any outstanding amount due under the Note, in whole or in part, prior to the Maturity Date. The Note is subject to certain "Events of Defaults" which could cause all amounts due and owing thereunder to become immediately due and payable. Among other things, the Seller's failure to pay any accrued but unpaid interest when due, the failure to perform any obligation under the "Transaction Documents" or a determination that any representation or warranty made by the Seller in connection with the Transaction Documents shall prove to have been incorrect in any material respect will constitute an Event of Default under the Transaction Documents. The Warrant is immediately exercisable and expires ten years after the date of issuance. The Warrant has an initial exercise price of $0.40 per share. The Warrant is exercisable in cash or by way of a "cashless exercise" while a registration statement covering the shares of the Seller's common stock issuable upon exercise of the Warrant or an exemption from registration is not available. The Company is prohibited from effecting a conversion of the Note or exercise of the Warrant to the extent that as a result of such conversion or exercise, the Company would beneficially own more than 4.99 percent (subject to waiver) in the aggregate of the issued and outstanding shares of the Seller's common stock, calculated immediately after giving effect to the issuance of shares of common stock upon conversion of the Note or exercise of the Warrant, as the case may be. In connection with the sale of the Note and the Warrant, the Company, the Seller and the collateral agent for other secured creditors of the Seller (including the Seller's Chairman, Roberto Prego-Novo) agreed to enter into a Security Agreement Letter pursuant to which all of the Seller's obligations under the Note are secured by a perfected security interest in the name of the Company in all of the tangible and intangible assets of the Seller, including all of its ownership interest in its subsidiaries, pari pasu, with the previous secured creditors, all of which is subordinated to the accounts receivable lender to the Seller. Further, pursuant to the Security Agreement Letter, the Company, the collateral agent and the prior secured creditors agreed to further subordinate the granted security interest to a security interest previously granted to another investor in the Seller. The Seller has granted the Company "piggy-back" registration rights with respect to the shares of common stock underlying the Note and the shares of common stock underlying the Warrant for a period of 12 months from the date of closing. About MusclePharm Headquartered in Denver, Colorado, MusclePharm Corporation (OTC BB: MSLP) -- http://www.muslepharm.com/-- is a healthy life- style company that develops and manufactures a full line of National Science Foundation approved nutritional supplements that are 100 percent free of banned substances. MusclePharm is sold in over 120 countries and available in over 5,000 U.S. retail outlets, including GNC and Vitamin Shoppe. MusclePharm products are also sold in over 100 online stores, including bodybuilding.com, Amazon.com and Vitacost.com. The Company reported a net loss of $23.28 million in 2011, compared with a net loss of $19.56 million in 2010. The Company's balance sheet at June 30, 2013, showed $23.25 million in total assets, $10.64 million in total liabilities and $12.61 million in total stockholders' equity. In the auditors' report accompanying the consolidated financial statements for the year ended Dec. 31, 2011, Berman & Company, P.A., in Boca Raton, Florida, expressed substantial doubt about the Company's ability to continue as a going concern. The independent auditors noted that the Company has a net loss of $23,280,950 and net cash used in operations of $5,801,761 for the year ended Dec. 31, 2011; and has a working capital deficit of $13,693,267, and a stockholders' deficit of $12,971,212 at Dec. 31, 2011. N-VIRO INTERNATIONAL: Maturity of Credit Pact Moved to Oct. 14 -------------------------------------------------------------- N-Viro International Corporation signed a change in terms agreement with Monroe Bank + Trust to extend the maturity date of the existing Commercial Line of Credit Agreement to Oct. 14, 2013, and set the line of credit limit at $233,067. Except for the maturity date and the credit limit, none of the other terms or conditions of the prior line of credit was changed. About N-Viro International Toledo, Ohio-based N-Viro International Corporation owns and sometimes licenses various N-Viro processes and patented technologies to treat and recycle wastewater and other bio-organic wastes, utilizing certain alkaline and mineral by-products produced by the cement, lime, electrical generation and other industries. In its audit report on the consolidated financial statements for the year ended Dec. 31, 2012, UHY LLP, in Farmington Hills, Michigan, expressed substantial doubt about N-Viro's ability to continue as a going concern, citing the Company's recurring losses, negative cash flow from operations and net working capital deficiency. The Company reported a net loss of $1.6 million on $3.6 million of revenues in 2012, compared with a net loss of $1.6 million of $5.6 million of revenues in 2011. The Company's balance sheet at June 30, 2013, showed $2.38 million in total assets, $2.51 million in total liabilities and a $129,857 total stockholders' deficit. NATIONAL HOLDINGS: Inks $3.1 Million Securities Purchase Pact ------------------------------------------------------------- National Holding Corporation entered into a Securities Purchase Agreement with certain accredited investors providing for the issuance and sale of 10,583,350 shares of the Company's common stock, par value $0.02 per share, for an aggregate purchase price of approximately $3,175,000. The closing of the sale of the Shares occurred on or about Aug. 29, 2013. In connection with the Purchase Agreement, on Aug. 28, 2013, the Company and the Purchasers entered into a Registration Rights Agreement. Pursuant to the Registration Rights Agreement, the Company has agreed to use its commercially reasonable efforts to (i) file with the U.S. Securities and Exchange Commission as soon as practicable but in no event later than 45 days of the date of the Closing, a registration statement covering the resale of all Shares and (ii) have the registration statement be declared effective under the Securities Act of 1933, as amended, as soon as practicable but in no event later than the 90 days or if there is a review of the registration statement by the SEC, 120 days after the date of the Closing. In the event that (1) a registration statement is not declared effective by the SEC on or prior to its required effectiveness date, (2) after the date the registration statement is declared effective by the SEC, (a) a registration statement ceases for any reason, to remain continuously effective or (b) the Purchasers are not permitted to utilize the prospectus included in the registration statement therein to resell the Shares, in each case, for more than an aggregate of 20 consecutive days or 45 days during any 12-month period, or (3) the Company fails to satisfy the current public information requirement pursuant to Rule 144(c)(1) under the Securities Act, it will pay to each Purchaser an amount in cash equal to 1 percent of the Purchase Price attributed to the that Purchaser's Shares on the date the failure occurs and every 30 days thereafter, until cured subject to a maximum amount of up to 10 percent of the aggregate Purchase Price of the Shares. A copy of the Form 8-K is available for free at: http://is.gd/Z7NiH0 About National Holdings New York, N.Y.-based National Holdings Corporation is a financial services organization, operating primarily through its wholly owned subsidiaries, National Securities Corporation, Finance Investments, Inc., and EquityStation, Inc. The Broker-Dealer Subsidiaries conduct a national securities brokerage business through their main offices in New York, New York, Boca Raton, Florida, and Seattle, Washington. The Company incurred a net loss of $1.93 million for the year ended Sept. 30, 2012, compared with a net loss of $4.71 million during the prior year. The Company's balance sheet at March 31, 2013, showed $23.85 million in total assets, $12.88 million in total liabilities and $10.97 million in total stockholders' equity. Sherb & Co., LLP, in Boca Raton, Florida, issued a "going concern" qualification on the consolidated financial statements for the year ended Sept. 30, 2012. The independent auditors noted that the Company has incurred significant losses and has a working capital deficit as of Sept. 30, 2012, that raise substantial doubt about the Company's ability to continue as a going concern. Bankruptcy Warning "Our independent public accounting firm has issued an opinion on our consolidated financial statements that states that the consolidated financial statements were prepared assuming we will continue as a going concern and further states that our recurring losses from operations, stockholders' deficit and inability to generate sufficient cash flow to meet our obligations and sustain our operations raise substantial doubt about our ability to continue as a going concern. Our future is dependent on our ability to sustain profitability and obtain additional financing. If we fail to do so for any reason, we would not be able to continue as a going concern and could potentially be forced to seek relief through a filing under the U.S. Bankruptcy Code," the Company said in its annual report for the year ended Sept. 30, 2012. NBTY INC: S&P Affirms 'B+' Corp. Credit Rating; Outlook Negative ---------------------------------------------------------------- Standard & Poor's Ratings Services affirmed all of the ratings on Ronkonkoma, N.Y.-based NBTY Inc., including the 'B+' corporate credit rating. At the same time, S&P revised the outlook to negative from stable. Total debt outstanding as of June 30, 2013, was about $2.7 billion including holding company notes. "NBTY's credit ratios have deteriorated, including leverage at 6.0x," said Standard & Poor's credit analyst Jerry Phelan. "We believe profitability has fallen slightly, primarily due to increased competition in the private label/contract manufacturing segment of its wholesale business. We also believe NBTY has spent more on advertising to support top line growth at its other segments. Moreover, it is our opinion that NBTY's financial sponsor could divert discretionary cash flow towards growth or shareholder dividends as opposed to meaningful debt repayment that could strengthen credit measures." NBTY's "highly leveraged" financial risk profile (revised from "aggressive") primarily results from its ownership by The Carlyle Group, which received a $722 million dividend distribution in October 2012 through the issuance of $550 million holding company notes and excess NBTY cash. The resulting increase in debt, in conjunction with the modest profit shortfall, left leverage (as measured by the ratio of debt to EBITDA) and the ratio of funds from operations (FFO) to total debt deteriorating to 6x and 10%, respectively. The financial risk profile also recognizes the company's steady, predictable free cash flow generation, and S&P's expectation for continued "strong" liquidity. Nevertheless, in S&P's view, its free cash flow and some of its existing liquidity sources could be directed towards growth, including greater than expected retail store expansion and acquisition activity. The ratings also reflects S&P's assessment that NBTY will maintain a "fair" business risk profile due to its modest market share in the highly fragmented, competitive wholesale VMHS industry; favorable industry demographics associated with aging populations, which should continue to translate into steady cash flows and growing demand for VMHS products; the strong bargaining power of certain of the company's large retail customers; and some customer concentration with NBTY's top four retailers accounting for 30% of sales. S&P believes barriers to entry in the private label/contract manufacturing wholesale business are modest, though NBTY has a stronger position in branded products as demonstrated by its long relationships and category captain/validator status with 19 of the top 25 largest U.S. retailers. NEIMAN MARCUS: Deregisters Unsold Notes --------------------------------------- As originally filed, a registration statement on Form S-1 registered under the Securities Act of 1933, as amended, resales of two series of debt securities, each issued by The Neiman Marcus Group, Inc., and guaranteed by the other registrants: the 9 percent/9 3/4 percent Senior Notes due 2015 and the 10 3/8 percent Senior Subordinated Notes due 2015. After all senior notes were retired, this registration statement was updated through Post- Effective Amendment No. 8 to withdraw the senior notes not previously sold thereunder from registration. All senior subordinated notes have now been retired as well, and the registrants deregistered, by means of a Post-Effective Amendment No. 10, the senior subordinated notes, to the extent not previously sold, and all guarantees of securities not previously sold hereunder. A copy of the Post-Effective Amendment is available at: http://is.gd/TvzhnZ About Neiman Marcus Neiman Marcus, Inc., is a luxury retailer conducting integrated store and online operations principally under the Neiman Marcus and Bergdorf Goodman brand names. Neiman Marcus' balance sheet at April 27, 2013, showed $5.21 billion in total assets, $4.42 billion in total liabilities and $791.21 million in total shareholders' equity. * * * Neiman Marcus carries a B2 Corporate Family Rating from Moody's Investors Service. NEOMEDIA TECHNOLOGIES: To Restructure & Reduce Debt by $10-Mil. --------------------------------------------------------------- NeoMedia Technologies, Inc., has reached a preliminary agreement with its primary investor, YA Global Investment, L.P., to restructure and reduce its debt. The loan agreements with YA will be restructured into six agreements, down from 32, and will reduce the total debt by $10 million. The terms of restructure and debt forgiveness are however, dependent on the positive results of the current proxy statement surrounding Proposal 5 and 6. Should Proxy 5 and 6 not be approved, YA will not be willing to move forward with negotiating the debt restructure and debt forgiveness. "NeoMedia is happy to have worked with YA on this important reduction and restructure," said Laura Marriott, CEO, NeoMedia. "We hope to have a positive outcome in our current proxy with both proposals 5 and 6 approved. The company's intention is to seek new sources of financing in an effort to buy out or augment the funding from YA. We are optimistic that our shareholders will agree that this is a very positive move for the company." In its most recent Q2 10-Q filing, the company announced revenue growth of 262 percent and its first ever operating income. For more information on NeoMedia, visit http://www.neom.com. The 2013 Annual Meeting of Stockholders of NeoMedia originally scheduled to be held on Friday, Aug. 2, 2013, has been postponed and will now take place on Tuesday, Sept. 3, 2013. In its Proxy Statement filed with the SEC, the Company asks shareholders to support Proposal 5, Approval of the Reverse Stock Split and Proposal 6, Increase to Authorized Shares. A copy of the Proxy Statement is available for free at http://is.gd/TIpWN7 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. 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. NeoMedia reported a net loss of $19.38 million in 2012 and a net loss of $849,000 in 2011. As of June 30, 2013, the Company had $5.79 million in total assets, $92.13 million in total liabilities, all current, $4.81 million in series C convertible preferred stock, $348,000 in series D convertible preferred stock, and a $91.51 million total shareholders' deficit. NEOMEDIA TECHNOLOGIES: Inks Employment Agreement with CEO --------------------------------------------------------- NeoMedia Technologies, Inc., entered into an employment agreement with Laura Marriott effective Sept. 1, 2013. Ms. Marriott has served as the Company's chief executive officer since her appointment on Oct. 8, 2010, by the Company's board of directors and Ms. Marriott has also served as Chairperson of the Board since that date. The Agreement supersedes and replaces all other agreements between the Company and Ms. Marriott regarding the terms of her engagement by the Company as its CEO and Chairperson of the Board. The term of the Agreement is three years until Aug. 31, 2016, or until its earlier termination pursuant to certain provisions regarding disability, death, cause or good reason. The Agreement sets a base salary of $350,000 for Ms. Marriott, with her eligibility for a quarterly bonus of up to $25,000 in the sole discretion of the Board, and a Reorganization Bonus as such term is defined and described in the Agreement. The Agreement also sets forth the other terms of the standard Company benefits that Ms. Marriott will be eligible for as an employee. A copy of the Employment Agreement is available for free at: http://is.gd/tfjaqD 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. NeoMedia reported a net loss of $19.38 million in 2012 and a net loss of $849,000 in 2011. As of June 30, 2013, the Company had $5.79 million in total assets, $92.13 million in total liabilities, all current, $4.81 million in series C convertible preferred stock, $348,000 in series D convertible preferred stock, and a $91.51 million total shreholders' 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. NEWLEAD HOLDINGS: Incurs $403.9 Million Net Loss in 2012 -------------------------------------------------------- Newlead Holdings Ltd. filed with the U.S. Securities and Exchange Commission its annual report on Form 20-F disclosing a net loss of $403.92 million on $8.92 million of operating revenues for the year ended Dec. 31, 2012, as compared with a net loss of $290.39 million on $12.22 million of operating revenues for the year ended Dec. 31, 2011. The Company incurred a net loss of $86.34 million on $17.43 million of operating revenues in 2010. As of Dec. 31, 2012, Newlead Holdings had $61.79 million in total assets, $177.42 million in total liabilities and a $115.62 million total shareholders' deficit. PricewaterhouseCoopers S.A., in Athens, Greece, 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 a net loss, has negative cash flows from operations, negative working capital, an accumulated deficit and has defaulted under its credit facility agreements resulting in all of its debt being reclassified to current liabilities, all of which raise substantial doubt about its ability to continue as a going concern. A copy of the Form 20-F is available for free at: http://is.gd/upKpBA About NewLead Holdings Ltd. NewLead Holdings Ltd. -- http://www.newleadholdings.com-- is an international, vertically integrated shipping company that owns and manages product tankers and dry bulk vessels. NewLead currently controls 22 vessels, including six double-hull product tankers and 16 dry bulk vessels of which two are newbuildings. N ewLead's common shares are traded under the symbol "NEWL" on the NASDAQ Global Select Market. NNN CYPRESSWOOD: Sept. 11 Hearing on Adequacy of Plan Outline ------------------------------------------------------------- The U.S. Bankruptcy Court for the Northern District of Illinois continued until Sept. 11, 2013, at 10:30 a.m., the hearing to consider the adequacy of the Disclosure Statement explaining NNN Cypresswood Drive 25 LLC's Plan of Reorganization. As reported in the Troubled Company Reporter on March 28, 2013, 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. A copy of the Disclosure Statement is available for free at: http://bankrupt.com/misc/NNN_CYPRESSWOOD_ds.pdf 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. The secured claim of WBCMT 2007-C33, LLC, will be paid through monthly payments of interest and principal amortized over 10 years and beginning on the 10th day of the month after the Effective Date. All payments will be made by the 10th business day of that month. Monthly payments will be in the amount of $43,575. WBCMT will retain its existing lien against the Debtor's four-story office building and an adjacent one-story building zoned for restaurant use. The claim will balloon and be fully due and payable 120 months from the Effective Date. 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. Michael L. Gesas, Esq., 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. No trustee, examiner, or statutory creditors' committee has been appointed in this chapter 11 case. NORTEL NETWORKS: Cleary Gottlieb Atty. Withdraws Appearance ----------------------------------------------------------- Nortel Networks Inc., et al., notified the U.S. Bankruptcy Court for the District of Delaware that Megan J. Fleming-Delacruz of Cleary Gottlieb Steen & Hamilton LLP has withdrawn her appearance as counsel for the Debtors. The Debtors continue to be represented by James L. Bromley, Esq., and Lisa M. Schweitzer, Esq., at CLEARY GOTTLIEB STEEN & HAMILTON LLP, in New York; and Eric D. Schwartz, Esq., Derek C. Abbott, Esq., Ann C. Cordo, Esq., and Tamara K. Minott, Esq., at MORRIS, NICHOLS, ARSHT & TUNNELL LLP, in Wilmington, Delaware. About Nortel Networks Headquartered in Ontario, Canada, Nortel Networks Corporation and its various affiliated entities provided next-generation technologies, for both service provider and enterprise networks, support multimedia and business-critical applications. Nortel did business in more than 150 countries around the world. Nortel Networks Limited was the principal direct operating subsidiary of Nortel Networks Corporation. On Jan. 14, 2009, Nortel Networks Inc.'s ultimate corporate parent Nortel Networks Corporation, NNI's direct corporate parent Nortel Networks Limited and certain of their Canadian affiliates commenced a proceeding with the Ontario Superior Court of Justice under the Companies' Creditors Arrangement Act (Canada) seeking relief from their creditors. Ernst & Young was appointed to serve as monitor and foreign representative of the Canadian Nortel Group. That same day, the Monitor sought recognition of the CCAA Proceedings in U.S. Bankruptcy Court (Bankr. D. Del. Case No. 09-10164) under Chapter 15 of the U.S. Bankruptcy Code. That same day, NNI and certain of its affiliated U.S. entities filed voluntary petitions for relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Case No. 09-10138). In addition, the High Court of England and Wales placed 19 of NNI's European affiliates into administration under the control of individuals from Ernst & Young LLP. Other Nortel affiliates have commenced and in the future may commence additional creditor protection, insolvency and dissolution proceedings around the world. On May 28, 2009, at the request of administrators, the Commercial Court of Versailles, France, ordered the commencement of secondary proceedings in respect of Nortel Networks S.A. On June 8, 2009, Nortel Networks UK Limited filed petitions in U.S. Bankruptcy Court for recognition of the English Proceedings as foreign main proceedings under Chapter 15. U.S. Bankruptcy Judge Kevin Gross presides over the Chapter 11 and 15 cases. Mary Caloway, Esq., and Peter James Duhig, Esq., at Buchanan Ingersoll & Rooney PC, in Wilmington, Delaware, serves as Chapter 15 petitioner's counsel. In the Chapter 11 case, James L. Bromley, Esq., at Cleary Gottlieb Steen & Hamilton, LLP, in New York, serves as the U.S. Debtors' general bankruptcy counsel; Derek C. Abbott, Esq., at Morris Nichols Arsht & Tunnell LLP, in Wilmington, serves as Delaware counsel. The Chapter 11 Debtors' other professionals are Lazard Freres & Co. LLC as financial advisors; and Epiq Bankruptcy Solutions LLC as claims and notice agent. The United States Trustee appointed an Official Committee of Unsecured Creditors in respect of the U.S. Debtors. An ad hoc group of bondholders also was organized. Fred S. Hodara, Esq., at Akin Gump Strauss Hauer & Feld LLP, in New York, and Christopher M. Samis, Esq., at Richards, Layton & Finger, P.A., in Wilmington, Delaware, represent the Official Committee of Unsecured Creditors. An Official Committee of Retired Employees and the Official Committee of Long-Term Disability Participants tapped Alvarez & Marsal Healthcare Industry Group as financial advisor. The Retiree Committee is represented by McCarter & English LLP as Delaware counsel, and Togut Segal & Segal serves as the Retiree Committee. The Committee retained Alvarez & Marsal Healthcare Industry Group as financial advisor, and Kurtzman Carson Consultants LLC as its communications agent. Several entities, particularly, Nortel Government Solutions Incorporated and Nortel Networks (CALA) Inc., have material operations and are not part of the bankruptcy proceedings. As of Sept. 30, 2008, Nortel Networks Corp. reported consolidated assets of $11.6 billion and consolidated liabilities of $11.8 billion. The Nortel Companies' U.S. businesses are primarily conducted through Nortel Networks Inc., which is the parent of majority of the U.S. Nortel Companies. As of Sept. 30, 2008, NNI had assets of about $9 billion and liabilities of $3.2 billion, which do not include NNI's guarantee of some or all of the Nortel Companies' about $4.2 billion of unsecured public debt. Since the commencement of the various insolvency proceedings, Nortel has sold its business units and other assets to various purchasers. Nortel has collected roughly $9 billion for distribution to creditors. Of the total, $4.5 billion came from the sale of Nortel's patent portfolio to Rockstar Bidco, a consortium consisting of Apple Inc., EMC Corporation, Telefonaktiebolaget LM Ericsson, Microsoft Corp., Research In Motion Limited, and Sony Corporation. The consortium defeated a $900 million stalking horse bid by Google Inc. at an auction. The deal closed in July 2011. Nortel has filed a proposed plan of liquidation in the U.S. Bankruptcy Court. The Plan generally provides for full payment on secured claims with other distributions going in accordance with the priorities in bankruptcy law. Judge Gross and the court in Canada scheduled trials in 2014 on how to divide proceeds among creditors in the U.S., Canada, and Europe. OIL PATCH: Can Employ Okin & Adams as Bankruptcy Counsel -------------------------------------------------------- Oil Patch Brazos Valley, Inc. sought and obtained approval from the U.S. Bankruptcy Court for the Southern District of Texas to employ Okin & Adams LLP as counsel. To the best of the Debtor's knowledge, Okin & Adams is a "disinterested person" as that term is defined in Section 101(14) of the bankruptcy Code. Pre-bankruptcy, Okin & Adams received a $35,000 retainer from the Debtor. Okin Adams also received an additional retainer of $35,000 from the Debtor's primary equity owners. After application of fees and expenses, the retainer stands at $63,494. About Oil Patch Angleton, Texas-based Oil Patch Brazos Valley, Inc., sought protection under Chapter 11 of the Bankruptcy Code on July 2, 2013. The case, assigned Case No. 13-34177, is pending before the U.S. Bankruptcy Court Southern District of Texas (Houston). Judge Jeff Bohm presides over the case. Matthew Scott Okin, Esq., at Okin & Adams LLP, in Houston, Texas, represents the Debtor as counsel. The Debtor tapped James Childs, LLC as financial advisor. The Debtor disclosed $16,887,969 in assets and $15,313,489 in liabilities as of the Chapter 11 filing. The petition was signed by Wright Gore, III, chief operating officer. No trustee or creditors committee has been appointed in the case. OLYMPIC HOLDINGS: Sept. 18 Hearing on Request to Dismiss Case ------------------------------------------------------------- The U.S. Bankruptcy Court for the Central District of California will convene a hearing on Sept. 18, 2013, at 11 a.m., to consider approval of Olympic Holdings, LLC's request to dismiss its Chapter 11 case with six months bar on re-filing. The Debtor relates that the settlement agreement with secured creditor JP Morgan Chase Bank, N.A. on JPMC's first priority lien on the Debtor's real property has resolved all of the issues the Debtor had with its creditors and there is no further reason to attempt to get a Plan of Reorganization confirmed. By the settlement, the Debtor has entered into an agreed upon Loan Modification with JPMC which results in a cure of the obligation to JPMC and a final resolution of all pending issues between the parties. As part of the settlement, the Debtor has agreed that JMPC will have relief from stay in rem for two years. About Olympic Holdings Beverly Hills, California-based Olympic Holdings, LLC, filed a bare-bones Chapter 11 petition (Bankr. C.D. Cal. Case No. 12-32707) on June 29, 2012, in Los Angeles. The Debtor estimated assets and liabilities at $10 million to $50 million. Affiliates of the Debtor that filed separate Chapter 11 petitions in the same Court are Wooton Group, LLC (Case No. 12-31323, filed June 19, 2012) and Golden Oak Partners, LLC (Case No. 12-33650 filed July 9, 2012). M. Jonathan Hayes, Esq. at Simon Resnik Hayes LLP represents the Debtor as counsel. The Debtor is a California Limited Liability Company formed in 1996 which owns and manages real property. This is a single asset case. The Debtor owns property comprised of three (3) continguous, multi-tenant industrial/warehouse buildings located at 4851 S. Alameda Street, in Los Angeles, California. ORCHARD SUPPLY: Puma Capital Does Not Own Class A Shares -------------------------------------------------------- In an amended Schedule 13G filing with the U.S. Securities and Exchange Commission, Puma Capital, LLC, disclosed that as of Aug. 27, 2013, it does not beneficially own shares of Class A common stock Orchard Supply Hardware Stores Corporation. Puma Capital previously reported beneficial ownership of 273,980 shares of Class A common stock as of June 21, 2013. A copy of the amended regulatory filing is available at http://is.gd/yaB4gu About Orchard Supply San Jose, Cal.-based Orchard Supply Hardware Stores Corporation operates neighborhood hardware and garden stores focused on paint, repair and the backyard. It was spun off from Sears Holdings Corp. in 2012. Orchard Supply and two affiliates sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 13-11565) on June 16 to facilitate a restructuring of the company's balance sheet and a sale of its assets for $205 million in cash to Lowe's Companies, Inc., absent higher and better offers. In addition to the $205 million cash, Lowe's has agreed to assume payables owed to nearly all of Orchard's supplier partners. Bankruptcy Judge Christopher S. Sontchi oversees the case. Michael W. Fox signed the petitions as senior vice president and general counsel. The Debtors disclosed total assets of $441,028,000 and total debts of $480,144,000. Stuart M. Brown, Esq., at DLA Piper LLP (US), in Wilmington, Delaware; and Richard A. Chesley, Esq., Chun I. Jang, Esq., and Daniel M. Simon, Esq., at DLA Piper LLP (US), in Chicago, Illinois, are the Debtors' counsel. Moelis & Company LLC serves as the Debtors' investment banker. FTI Consulting, Inc., serves as the Debtors' financial advisors. A&G Realty Partners, LLC, serves as the Debtors' real estate advisors. BMC Group Inc. is the Debtors' claims and noticing agent. The Official Committee of Unsecured Creditors appointed in case has retained Pachulski Stang Ziehl & Jones LLP as counsel, and Alvarez & Marsal as financial advisors. PACE UNIVERSITY: Moody's Withdraws Ba1 Rating on Revenue Bonds -------------------------------------------------------------- Moody's Investors Service has withdrawn its Ba1 ratings on Pace University's Series 2005A and Series 2005B Insured Revenue Bonds issued through the Dormitory Authority of the State of New York. The rating withdrawal follows the redemption of the bonds in April 2013. At this time, the university has no debt outstanding rated by Moody's on the basis of the university's credit quality. Rating Rationale: Moody's has withdrawn the rating because of the redemption of the rated bonds in April 2013. PATRIOT COAL: Wants Rule 2004 Examination of Arch Coal ------------------------------------------------------ Patriot Coal Corporation, et al., and the Official Committee of Unsecured Creditors are investigating the formation and sale of Magnum Coal Company and Patriot's 2008 acquisition of Magnum to determine, inter alia, the impact of the assets and liabilities acquired in the Merger on Patriot's financial condition. According to papers filed with the Court, investigation of the assets and liabilities of the Debtors' estates would remain incomplete without discovery from Arch Coal, Inc., and its subsidiaries. "While Patriot is a creation of Peabody Energy Corporation, a portion of its current assets and liabilities originated with Arch and came to Patriot through the Merger," the Movants relate. Thus, according to the Movants, understanding Arch's role in the creation of Magnum, and Arch's process of selecting the assets and liabilities the Debtors later acquired in the Merger, is essential to an understanding of the Debtors' estates and potential causes of action, whether arising from Peabody's 2007 spinoff of Patriot or from the Merger". The Movants therefore ask the U.S. Bankruptcy Court for the Eastern District of Missouri pursuant to section 105 of the Bankruptcy Code, Rule 2004 of the Federal Rules of Bankruptcy Procedure and the Court's Case Management Order entered on March 22, 2013, to grant them leave to propound requests for documents from Arch Coal, Inc., substantially in the form annexed as Appendix A to the Motion. The Motion is scheduled for hearing on Sept. 24, 2013, at 10:00 a.m. Any response or objection to the Motion must be filed with the Court by 4:00 p.m. on Sept. 17, 2013. A copy of the Arch Rule 2004 Motion is available at: http://bankrupt.com/misc/patriotcoal.doc4576.pdf 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 serves as lead restructuring counsel. Bryan Cave LLP serves as local counsel to the Debtors. 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: Wants Rule 2004 Examination of ArcLight Capital ------------------------------------------------------------- Patriot Coal Corporation, et al., and the Official Committee of Unsecured Creditors ask the U.S. Bankruptcy Court for the Eastern District of Missouri for permission to conduct a Rule 2004 Examination of ArcLight Capital Partners, LLC, and its affiliates. According to papers filed with the Court, discovery from ArcLight is essential to a complete understanding of the assets and liabilities of the Debtors' estates. ArcLight was the majority shareholder of Magnum Coal Company at the time of Patriot's 2008 acquisition of Magnum (the "Merger"), party to the Agreement and Plan of Merger governing that transaction, and remained a substantial shareholder of Patriot following the Merger. The Motion is scheduled for hearing on Sept. 24, 2013, at 10:00 a.m. Any response or objection to the Motion must be filed with the Court by 4:00 p.m. on Sept. 17, 2013. A copy of the ArcLight Rule 2004 Motion is available at: http://bankrupt.com/misc/patriotcoal.doc4577.pdf 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 serves as lead restructuring counsel. Bryan Cave LLP serves as local counsel to the Debtors. 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: Enters Into New CBAs, MOU and VFA ----------------------------------------------- The U.S. Bankruptcy Court for the Eastern District of Missouri entered an order approving the collective bargaining agreements with the United Mine Workers of America, the Memorandum of Understanding and the "VFA" on Aug. 22, 2013. On Aug. 26, 2013, Patriot Coal Corporation and certain of its subsidiaries, as obligors, entered into the New CBAs with an effective date of June 30, 2013, and Patriot, on behalf of itself and the Obligors, entered into the MOU and the VFA. Together, these agreements reflect negotiated resolution of modifications to the previous collective bargaining agreements between the Obligors and the UMWA regarding UMWA-represented employees and the benefits provided to UMWA-represented retirees. The UMWA reserved the right to terminate the New CBAs and the MOU if certain conditions are not met. The UMWA also delivered certain assurances to Patriot concerning the UMWA 1974 Pension Plan. The new collective bargaining agreements and a Memorandum of Understanding with the UMWA were ratified by the members of the UMWA on Aug. 16, 2013. The 1113 Settlement The following are some of the key provisions of the New CBAs and the MOU that affect UMWA Employees: * wage reductions to levels in place on June 1, 2012; * $0.50 per hour wage increases on the first day of each new year from 2015 to 2018; * wage reopener in 2016 to permit wage adjustments for 2017 and 2018, subject to certain limitations; * elimination of shift differential payments and premium overtime pay, but UMWA Employees will receive 1.5 times their regular pay for any hours worked over 40 hours per week and holidays; * adjustments to paid time off; * adjustments to work rules; * UMWA Employees will receive a health care plan closely matching that of Patriot non-union employees but with lower out-of-pocket maximums and without health care premiums; * the Obligors will contribute 3 percent of UMWA Employees' gross wages into a 401(k) or similar plan in lieu of the obligation to provide retiree healthcare in the future; and * the Obligors required to participate in and contribute to the UMWA 1974 Pension Plan will continue to do so. The 1114 Settlement The following are some of the key provisions of the New CBAs and the MOU that affect UMWA Retirees: * the Obligors will continue to provide retiree healthcare benefits to UMWA Retirees through Dec. 31, 2013, subject to certain limitations and funding requirements; * the UMWA has established a voluntary employees' beneficiary association trust which will assume the Obligor Debtors' obligations to provide retiree benefits to the UMWA Retirees effective Jan. 1, 2014; and * Patriot, on behalf of itself and the Obligors, has entered into an agreement to provide certain funding to the VEBA (the "VFA"). The MOU The MOU reflects certain other understandings between Patriot, the Obligors and the UMWA: * establishment and funding of a litigation trust by Patriot to pursue certain claims or causes of action for, or on behalf of, Patriot and certain of its subsidiaries; * any Chapter 11 plan of reorganization filed in Patriot's Chapter 11 bankruptcy case will not conflict with or alter the New CBAs or the MOU and shall not propose or contain any involuntary release by the UMWA; and * provided that certain requirements are met, the UMWA will support and the VEBA will not object to or vote against the confirmation of a Plan. 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 serves as lead restructuring counsel. Bryan Cave LLP serves as local counsel to the Debtors. 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. PETER DEHAAN: Gets Plan Outline OK, Oct. 2 Confirmation Hrg. Set ---------------------------------------------------------------- Judge Randall L. Dunn has finally entered an order on Aug. 22, 2013, approving the amended disclosure statement describing the Chapter 11 Plan of Peter DeHaan Holsteins, LLC, dated Aug. 20, 2013. The Debtor can now soliciting acceptances for its Plan. Sept. 23, 2013 has been fixed as the plan voting deadline. The Troubled Company Reporter previously reported that the U.S. Bankruptcy Court for the District of Oregon vacated in mid-August 2013 its order on the Disclosure Statement and directed the Debtor to file an amended plan outline by Aug. 20. Another hearing will be convened on Oct. 2, at 10:00 a.m., in Portland to consider confirmation of the Plan. Objections to plan confirmation must be filed no later than Sept. 23. The Aug. 6, 2013 edition of the TCR reported that the Debtor will implement the Plan primarily though the sale or surrender of assets. Allowed Administrative Claims of Debtor's professionals (attorneys and accountants) will be paid from funds on hand upon Court approval. The Debtor estimates that Administrative Claims of professionals will total approximately $300,000 as of the Effective Date. The Debtor will continue to list and market the Salem Farm and facilities for sale. It believes that the Salem Property could be sold for an aggregate price of $4 million. As part of the restructuring, the Debtor will reduce its current dairy operations even further by selling up to an additional 1,200 milk cows and 1,000 heifers which are estimated to generate an additional $2.37 million in proceeds. About Peter DeHaan Holsteins Peter DeHaan Holsteins, LLC, is a recognized leader in the dairy industry and well known for producing high quality milk products. Pete DeHaan Jr., the Debtor's 100% owner and Managing Member, has managed and operated dairy facilities in Oregon for over 15 years. The Debtor's principal source of income is from the production and sale of milk, which is shipped to Northwest Dairy Association, a cooperative that transports, processes and sells the resulting milk products. In 2011, the Debtor produced 56,137,722 pounds of whole milk which generated gross income of $11.19 million. Peter DeHaan Holsteins employs 36 employees and its dairy herd consists of 2,194 cows and 2,382 heifers for a total of 4,576 animals. The dairy operations are conducted at three separate farms located in Yamhill County and Washington County Oregon. The primary farm consists of milking facilities and a 230 acre farm located at 22180 Lafayette Highway Salem, Oregon. A second farm is leased from Alan and Alice Beardsley which includes dairy facilities and 280 acres of farmland located in Gaston, Oregon. A third farm consisting of 245 acres is owned by the Debtor and is located in McMinnville, Oregon. The McMinnville Farm is used primarily for raising replacement heifers and growing crops used to feed the Debtor's dairy cattle. Peter DeHaan Holsteins filed a Chapter 11 petition (Bankr. D. Ore. Case No. 12-35080) on June 29, 2012. The Debtor estimated assets of $10 million to $50 million and liabilities of up to $10 million. Jeffrey C. Misley, Esq., and Timothy A. Solomon, Esq., at Sussman Shank LLP, in Portland, represent the Debtor as counsel. In its schedules, the Debtor disclosed $11,161,063 in assets and $8,307,564 in liabilities. PHOENIX DEVELOPMENT: Opposes Conversion of Case to Chapter 7 ------------------------------------------------------------ Phoenix Development and Land Investment, LLC, asks the Court not to convert its Chapter 11 case to a case under Chapter 7 of the Bankruptcy Code. The Debtor asserts there are no funds in the bankruptcy estate to pay legal fees. As previously reported by the TCR on Aug. 14, 2013, SCBT N.A., dba CBT, a Division of SCBT, sought convertion of the Debtor's case stating the Debtor has no way to reorganize. According to SCBT, converting the case to Chapter 7 would provide for a bankruptcy trustee that could litigate the claims and, assuming any recoveries, distribute them to creditors. In response to the Motion to Convert, the Debtor asserts that SCBT lacks standing in the case and it does not owe any debt to SCBT. The Debtor says none of the creditors with undisputed allowed claims are objecting to dismissal or supporting conversion. Moreover, a litigation is currently pending in a state court involving the Board of Regents. There is a pending Motion for Summary Judgment filed by the Board of Regents against the Debtor. The Debtor maintains coversion to Chapter 7 would most likely result in sumary judgment on its claim against the Board of Regents. The Debtor reiterates its request to dismiss its case. The hearing to consider approval of the Motion to Dismiss has been continued to Oct. 23, 2013, at 2:00 p.m. About Phoenix Development Phoenix Development and Land Investment, LLC, filed a Chapter 11 bankruptcy petition (Bankr. M.D. Ga. Case No. 13-30596) in Athens, Georgia, on May 6, 2013. The Watkinsville, Georgia-based company disclosed total assets of $31.7 million and liabilities of $4.31 million in its schedules. The petition was signed by Conway Broun as manager. Ernest V. Harris, Esq., at Harris & Liken, LLP, serves as the Debtor's counsel. Byron C. Starcher, Esq., at Nelson, Mullins, Riley & Scarborough, LLP, represents SCB&T, N.A., as counsel. The Debtor owns a 45-acre property on Milledge Avenue and Whitehall Road, in Athens, valued at $5.5 million and pledged as collateral to a $4 million debt to SCB&T, NA. The Debtor's declared assets include at least $22 million in claims against insurance companies and the Board of Regents of Georgia. PIANISSIMO ACQUISITION: Moody's Assigns B2 CFR; Outlook Stable -------------------------------------------------------------- Moody's Investors Service assigned a B2 Corporate Family Rating and B2-PD Probability of Default Rating to Pianissimo Acquisition Corp., in connection with its proposed acquisition of Steinway Musical Instruments. A B1 rating was assigned to Pianissimo's proposed $190 million senior secured first lien term loan, and a Caa1 rating was assigned to the company's proposed $100 million second lien term loan. Proceeds from the proposed debt offerings along with a $225 million equity contribution by Paulson & Co., the equity sponsor and sole owner of Pianissimo, will be used to fund the acquisition. The rating outlook is stable. At the close of the transaction, Pianissimo Acquisition Corp., parent of Steinway Musical Instruments, will be merged into and renamed Steinway Musical Instruments. The transaction is expected to close in late September. New Ratings Assigned: Corporate Family Rating, at B2; Probability of Default Rating, at B2-PD; $190 million first lien senior secured term loan due 2019, at B1 (LGD 3, 39%); $100 million second lien secured term loan due 2020 at Caa1 (LGD 5, 79%) Rating Rationale: "The B2 Corporate Family Rating reflects Steinway's high pro forma financial leverage, at over 6 times, and our view that leverage will remain above 5 times for at least the next few of years," said Kevin Cassidy, Senior Credit Officer at Moody's Investors Service. "The ratings also reflect Steinway's relatively small scale in terms of revenue and narrow product offering, along with the inherent risks associated with being owned by a hedge fund such as dividend payments or other shareholder returns, although such actions are not expected by the company in the near-term," added Cassidy. Positive rating consideration is given to Steinway's strong brand recognition and high product quality, geographic diversification and product diversification within musical instruments. The stable outlook reflects Moody's expectation that debt/EBITDA will remain above 5 times over the next 12 to 18 months, despite the expected demand growth in China and in the United States. Ratings could be downgraded if debt/EBITDA was sustained above 7 times for any reason or if liquidity meaningfully deteriorated. The rating is unlikely to be upgraded in the near to medium term because Steinway's leverage is likely to remain around 5 times or higher. Debt/EBITDA would need to approach 4 times for an upgrade to be considered. On August 14, 2013 Steinway announced that it had entered into a definitive merger agreement with Paulson valuing Steinway at approximately $512 million. Paulson has launched a tender offer to acquire all outstanding shares of Steinway's common stock for $40.00 per share in cash. The principal methodologies used in this rating were Global Consumer Durables published in October 2010, and Loss Given Default for Speculative-Grade Non-Financial Companies in the U.S., Canada and EMEA published in June 2009. Steinway Musical Instruments, Inc., headquartered in Waltham, Massachusetts, is one of the world's leading manufacturers of musical instruments. The company's products include Steinway & Sons, Boston and Essex pianos, Selmer Paris saxophones, Bach Stradivarius trumpets, C.G. Conn French horns, King trombones, and Ludwig snare drums. Revenues for the twelve months ended June 30, 2013, approximated $360 million. PINNACLE FOOD: Moody's Rates $525MM Senior Term Loan 'Ba3' ---------------------------------------------------------- Moody's Investor's Service has assigned a Ba3 long-term senior secured bank debt rating to a new $525 million bank term loan being offered by Pinnacle Food Finance LLC. Moody's also affirmed the company's SGL-2 Speculative Grade Liquidity rating. Pinnacle intends to use the term loan proceeds to fund the recently announced purchase of Unilever PLC's salad dressing business. This transaction is expected to close on October 1st, subject to customary closing conditions. The rating outlook is stable. The new bank term loan will expire on April 29, 2020 and rank equal to the existing $1,776 million of senior secured bank debt instruments and contain the same guarantees and security. On August 12, 2013, Pinnacle announced that it had reached a deal to purchase assets of the Wish Bone salad dressing business from Unilever PLC for $580 million in cash. Pinnacle will fund the acquisition with a new $525 million term loan and cash on hand. The transaction includes the Wish Bone brand -- the #3 salad dressing brand in the US -- and Western, a regional brand, which together generates annual sales of approximately $190 million. Pinnacle estimates that the acquired business will generate $45-50 million of EBITDA in 2014. Rating Rationale: Pinnacle's B1 Corporate Family Rating reflects the company's portfolio of mature brands in the frozen and shelf-stable food categories that generate relatively stable operating performance, albeit with limited growth potential. Pinnacle competes successfully against food companies with greater scale, capital resources and pricing power by focusing on optimizing its brand investment and maintaining efficient operations. The rating reflects elevated event risk related to Pinnacle's still- concentrated 68% ownership by private equity firm, The Blackstone Group ("Blackstone"), and its greater capacity to pursue mergers and acquisitions as a public company. On April 3, 2013 Pinnacle raised $667 million in an IPO and used the proceeds to reduce outstanding debt. Pinnacle Foods Finance LLC: Rating Assigned $525 million senior secured incremental Term Loan G due April 2020 at Ba3 / LGD3 - 42%. Ratings Affirmed Speculative Grade Liquidity rating at SGL-2. Ratings Unchanged / LGD Rates Updated Corporate Family Rating at B1; Probability of Default Rating at B1-PD; $150 million senior secured revolving credit facility expiring April 2018 at Ba3 / LGD3 - to 42% from 40%; $1,626 million senior secured Term Loan G due April 2020 at Ba3 / LGD3 - to 42% from 40%; $350 million 4.875% senior unsecured notes due May 2021 at B3 / LGD6 - to 92% from 90%. The outlook is stable. The B3 senior unsecured debt rating is currently two notches below the B1 Corporate Family Rating reflecting its junior position in the capital structure to approximately $2.2 billion of senior secured debt instruments, including the new term loan. Pinnacle's Corporate Family Rating could be lowered if weak operating performance or a subsequent leveraged acquisition causes Pinnacle's debt/EBITDA to rise above 6.0 times. A ratings upgrade would be considered if Moody's believes that Pinnacle is likely to reduce and sustain debt to EBITDA below 4.0 times. Headquartered in Parsippany, New Jersey, Pinnacle Foods Finance LLC -- through its wholly-owned operating company, Pinnacle Foods Group -- manufactures and markets branded convenience food products in the US and Canada. Its brands include Birds Eye, Voila, Hungry-Man and Swanson frozen dinners, Vlasic pickles, Mrs. Paul's and Van de Kamp's frozen prepared sea food, Aunt Jemima frozen breakfasts, Log Cabin and Mrs. Butterworth's syrup and Duncan Hines cake mixes. Net sales for the last twelve month period ended June 30, 2013 were approximately $2.5 billion. Pinnacle Foods Finance LLC is controlled by investment funds associated with or designated by The Blackstone Group, which owns approximately 68% of the common shares. The principal methodology used in this rating was the Global Packaged Goods published in June 2013 . Other methodologies used include Loss Given Default for Speculative-Grade Non-Financial Companies in the U.S., Canada and EMEA published in June 2009. PINNACLE FOODS: S&P Lowers Rating on US$2.3BB Loan to 'BB-' ----------------------------------------------------------- Standard & Poor's Ratings Services removed its senior secured issue-level rating on Pinnacle Foods Finance LLC (wholly owned subsidiary of Pinnacle Foods Inc.) now $2.3 billion senior secured credit facilities due 2020 from CreditWatch with negative implications where it was placed on Aug. 13, 2013 following the company's announcement that it would be issuing $525 million additional senior secured debt to finance the acquisition of the Wish-Bone salad dressings business from Unilever PLC for approximately $580 million. At the same time, S&P lowered the issue-level rating on this debt to 'BB-' from 'BB'. S&P also revised the recovery rating to '2', indicating its expectations for substantial (70% to 90%) recovery in the event of a payment default, from '1', which as per S&P's notching criteria, resulted in the lower issue-level rating. The increase in senior secured debt outstanding at the time of S&P's simulated default scenario reduced the recovery percentage to the 70% to 90% range as compared with 90% to 100% before the additional debt, resulting in a lower recovery rating. The 'B+' corporate credit rating remains unchanged as does the 'B-' issue-level rating on the company's $350 million senior unsecured notes due 2021. The recovery rating on those notes remains '6', indicating S&P's expectations for negligible (0% to 10%) recovery in the event of a payment default. Pinnacle will have roughly $2.5 billion in reported debt outstanding following the Wish-Bone transaction. For the 12 months ended June 30, 2013, S&P estimates that Pinnacle's leverage was roughly 4.7x. S&P estimates that following this transaction, pro forma leverage (excluding projected synergies) will be roughly 5.3x for the 12 months ended June 30, 2013. Given Wish-Bone's higher EBITDA margin, the company's expected synergy cost savings to be fully achieved by 2016, and S&P's expectation that debt will be reduced with excess cash flow, it estimates that Pinnacle will be able to deleverage below 5x by the end of fiscal 2014. Ratings List Pinnacle Foods Inc. Corporate Credit Rating B+/Stable Ratings Lowered; CreditWatch/Outlook Action; Recovery rating revised To From Pinnacle Foods Finance LLC Senior Secured US$2.3 bil term G bank ln due BB- BB (Watch Neg) 04/29/2020 Recovery Rating 2 1 US$150 mil replacement revolving BB- BB (Watch Neg) bank ln due 04/17/2018 Recovery Rating 2 1 PITNEY BOWES: Moody's Assigns 'B2' CFR; Outlook Stable ------------------------------------------------------ Moody's Investors Service assigned a B2 Corporate Family Rating and a B2-PD Probability of Default Rating to Pitney Bowes Management Systems. Moody's also assigned B1, LGD3-36% rating to the company's $265 million first lien senior secured credit facilities and a Caa1, LGD5-85% rating to the company's $100 million second lien term loan. The rating outlook is stable. This is the first time Moody's has rated PBMS as a standalone company. The debt issuances, in conjunction with $130 million equity contribution from Apollo Global Management will be used to fund the $400 million purchase of PBMS from its parent, Pitney Bowes Inc. (Baa2, stable). Following the completion of the transaction, Pitney Bowes will no longer have any ownership interest in PBMS. Assignments: Corporate Family Rating at B2 Probability of Default Rating at B2-PD First Lien Senior Secured Facilities at B1 (LGD 3 -36%) Second Lien Senior Secured Facilities at Caa1 (LGD 5-85%) Outlook: Stable Ratings Rationale: PBMS's B2 CFR reflects the company's relatively high financial leverage, the business challenges in its core outsourcing mail and print segments, as well as the risks posed in transforming its operations to a standalone company. Moody's believes that the changing nature of printed media by large users in the US and Canada, along with a secular decline in traditional mail delivery will continue to pressure the company's revenue growth prospects as its customers look to cut costs. The company's revenues have declined over the last five years when it was part of Pitney Bowes, and management faces significant hurdles in reversing the revenue declines, although the company believes that it will be in a better position to seek growth opportunities outside Pitney Bowes corporate umbrella. In addition, operating expense reductions are paramount to generate free cash flow needed to service the high debt load. The rating is supported by the company's long-standing , blue chip customer base and contractual relationships which engender high recurring revenues, as well as an asset-light business model which could provide a platform for strong free cash flow generation in a tightly managed operating cost environment. Moody's views PBMS to have good liquidity. Moody's expects the company to be essentially free cash flow break even over the next 12 to 18 months, as it incurs costs to effect its separation from Pitney Bowes. Moody's expects the company to operate with minimum cash balances of about $10 million. The company maintains a $50 million revolving credit facility as a source for external liquidity, which Moody's expects to be undrawn over the next 12 months. The ratings for PBMS debt instruments comprise both the overall probability of default to which Moody's assigned a PDR of B2-PD and an average family loss given default assessment. Moody's rates the company's senior secured credit facilities B1, LGD3-36%. The ratings of the senior secured credit facility benefit from the superior collateral package that includes all assets and upstream guarantees of subsidiaries, and a pledge of stock of the Canadian. Moody's also rates PBMS's second lien term loan Caa1, LGD5 --85% reflecting the junior position in the capital structure relative to the first lien senior secured debt. Rating Outlook The stable outlook reflects Moody's view that despite the anticipated challenges to grow revenues and operating margins in the near term, the company is in a position to address these challenges through longer term free cash flow generating potential. What Could Change the Rating - UP As PBMS's rating is prospective for expected operating improvements and ongoing deleveraging, an upgrade is unlikely in the near term. However, PBMS's rating could be upgraded if the company exhibits strong revenue growth, and maintains expense discipline such that adjusted operating margins are consistently above 12% and demonstrates consistently high levels of free cash flow. The rating could also be considered for an upgrade if the company maintains adjusted leverage below 3.5 times. What Could Change the Rating - DOWN As the B2 CFR is predicated on expected operating improvements and deleveraging, ratings could be downgraded if PBMS's operating performance does not improve as anticipated, due to increased business risk, the persistent revenue contraction is not reversed, loss of market share, or a change in PBMS's competitive position as evidenced by adjusted operating margins staying below 9% or the necessary free cash flow to reduce debt does not materialize. In addition, the rating may be downgraded if PBMS's adjusted leverage remains above 4.5 times. Headquartered in Stamford, Connecticut, Pitney Bowes Management Systems Inc. is a provider of outsourcing mail, print, customer communication and document management solutions to large enterprises and the public sector across US and Canada. The principal methodology used in this rating was the Global Business & Consumer Service Industry Rating Methodology published in October 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. PITTSBURG REDEVELOPMENT: Fitch Keeps BB- Bond Rating on Watch Neg. ------------------------------------------------------------------ Fitch Ratings has affirmed Pittsburg Redevelopment Agency, California's (the agency) various tax allocation bond (TAB) ratings below: -- $123.2 million senior non-housing TABs, series 1999, 2002A, 2003A at 'A'; -- $26.1 million housing TABs, series 2004A and 2006A at 'BBB'. The Rating Outlook is Stable. Fitch additionally maintains the Rating Watch Negative for the following TABs, which are rated 'BB-': -- $142.8 million subordinate non-housing TABs, series 2006B, 2006C, 2008A. Security The senior non-housing TABs are secured by all taxes allocated to the agency, and payments from swap contracts, net of the 20% housing set-aside, and the Contra Costa County (the county) administrative fee. The subordinate TABs are secured by a junior lien on the same revenue stream. The housing TABs are secured by a senior lien on housing set-aside revenues. All bonds additionally are secured by cash-funded debt service reserve funds. Key Rating Drivers Subordination Lawsuit Risks Remain: The Rating Watch Negative reflects concerns that an outstanding legal dispute filed by a school district would, if settled in favor of the district, cause the agency's subordinate non-housing TABs to default in several years. This assumes no assessed valuation (AV) growth, and an inability to use excess housing increment to pay debt service. The agency's other TABs are not materially affected by the lawsuit. Insufficient Subordinate Coverage Levels: The 'BB-' subordinate non-housing TABs' rating reflects insufficient net tax increment to pay debt service. However, the agency expects to use interest earnings and surplus housing increment to pay debt service in fiscal 2014 with no draw from debt service reserve funds. Variable Rate Vulnerabilities: A significant portion of the subordinate non-housing TABs were issued as variable rate and include an interest rate swap and a letter of credit (LOC) that expires in fiscal 2015 and whose fee has climbed significantly. Other Tabs Rated Higher: The agency's housing and senior non- housing TABs enjoy materially higher coverage levels that stand up adequately and very well, respectively, to potential further AV declines. Minimal FY14 AV Growth: The project area's AV was nearly flat in fiscal 2014, despite solid home price appreciation and new development. Mixed Project Area Characteristics: The project area benefits from its very large size and a high incremental value (IV) to base year ratio, suggesting lower revenue volatility. However, AV fell significantly during the housing-led recession, and the local economy is weighed by high unemployment and low income levels. Rating Sensitivities (Subordinate Non-Housing TABs) Litigation Loss: Fitch likely would downgrade the bonds if the lawsuit were ultimately settled in favor of the plaintiff. AV Decline: An unexpected and material AV decline from current levels would result in negative rating action. Credit Profile Pittsburg is located in Contra Costa County, within the large and diverse San Francisco Bay Area employment market. Most local economic indicators are weak despite the city's geographic advantages. Unemployment fell year over year to a still high 10.7% from 14.1%, and income levels are below average. Pre-recession population growth was strong, but the housing-led downturn substantially slowed in-migration and resulted in severe real estate valuation losses and a significant peak-to-trough AV contraction of 20%. The project area comprises a large 5,750 acres, making up over 70% of the city's fiscal 2014 AV. The project area is mostly residential, with a quarter of AV split between a power plant and commercial properties. Taxpayer concentration is moderate, with the top 10 payers making up 22% of AV (24% of IV). Tentative Ruling Favors Agency But Risks Remain On August 23, 2013 a court issued a tentative ruling in favor of the agency regarding Pittsburg Unified School District's (the district) pass-through subordination lawsuit. The district is trying to invalidate agreements between the district and the agency that subordinated the district's pass-through payments to TAB debt service. If the district prevailed the agency could lose up to $3 million of tax increment (equivalent to 8.4% of fiscal 2014 AV). Fitch estimates the loss would result in the subordinate non- housing TABs' default as early as fiscal 2020 absent future AV growth. Fitch's default date estimate has been extended from fiscal 2017 in March due to a slight AV gain, and higher interest earnings and reserve levels than previously projected. The default date estimate does not assume availability of surplus housing revenues or interest on certain reserves. The housing TABs are not affected, as pass-through payments are not deducted from housing increment. The senior non-housing TABs would not be materially affected because their debt service coverage is very high and the impact on net revenues would not be sufficiently sized to warrant a downgrade. Fitch is not factoring the tentative ruling into the TABs' credit profile as the district may continue pursuing its lawsuit and ultimately prevail. AV Flat Despite Recovering Housing Market The project area's fiscal 2014 AV gained just 0.3% compared to the year prior in spite of increasing new development and a significant year-over-year 20% home value gain in January 2013 (the valuation date used to determine AV levels for fiscal 2014). The project area's AV performance was particularly weak with consideration of the 12.6% gain experienced in the rest of the city. The project area makes up 71% of the city's total AV and contains almost all of its new growth. The nearly flat growth in fiscal 2014 does not negatively affect the rating, as Fitch has been conservatively assuming no AV growth in the agency's debt service coverage tests despite the city's recent housing market recovery. Housing and Senior Non-Housing Tabs Enjoy Higher Coverage The higher rating on the housing and senior non-housing TABs reflect stronger fiscal 2014 MADS coverage of 1.32x and 2.58x, respectively. These levels could absorb AV losses of 23.5% and 56.7%, respectively, before MADS coverage would fall to 1.0x. Sub TABS' Inadequate Debt Service Coverage to Fall With Loc Hike Fitch estimates fiscal 2014 net tax increment at $33.1 million, providing insufficient coverage of the subordinate non-housing TABs at 0.96x. The agency expects debt service to be fully paid without drawing from debt service reserve funds due to the availability of interest earnings and loan repayments, which management estimates at $1.5 million and $400,000, respectively. The agency has been using surplus housing revenues to pay debt service and plans to continue doing so, per guidance from the state's department of finance. However, the source is not legally pledged per the bonds' trust indenture. Fitch estimates these revenues at $629,000 in fiscal 2014. Net tax increment would be $1 million lower if not for the delayed implementation of an LOC fee increase, which is on parity with debt service. Due to the TABs' rating level falling below 'BB+', the agency's LOC fee on its variable rate TABs increased $1 million annually. The LOC provider has allowed the agency to accrue the fee for the first two implementation years, accumulating to $2 million payable in fiscal 2015. Subsequent years' increased fees would equal about $1 million, due annually thereafter, or until the rating rises to at least 'BB+'. The LOC-fee related cost increase lowers Fitch-estimated maximum annual debt service (MADS) coverage to just 0.88x in fiscal 2015 when the one-time $2 million payment is due, rising to .92x in fiscal 2016. Debt service is structured as roughly flat. Fitch estimates that debt service reserves would be drawn down moderately, but not extinguished, through the fiscal 2026 maturity of the bonds, assuming flat AV and continued exposure to the elevated LOC fee in perpetuity. However, Fitch's reserve drawdown assumptions do not include surplus housing increment and a portion of interest earnings attributable to bond fund accounts. Sub TABS Exposed to Variable Rate Structural Risks The subordinate non-housing TABs are 44% variable rate bonds by par value (variable rate TABs not rated by Fitch) with a variable- to-fixed rate swap. The variable rate structure leaves all of the parity TABs exposed to interest rate risk if the swap is terminated. The swap counterparty (Piper Jaffray) may terminate the swap if the agency's debt is downgraded to below 'BBB-' by S&P. Management estimates the termination payment at roughly $20 million. The termination payment would be subordinate to subordinate debt service and likely could not be paid based on current debt service coverage levels. As a result, the swap counterparty may not be incentivized to terminate the swap, if the option becomes available. Further, Fitch would not expect failure to make a termination payment to result in a TAB default. The agency is also exposed to LOC renewal risks, with the LOC scheduled to expire in December 2014. An inability to extend or replace the agency's LOC would result in conversion of the variable rate TABs to bank bonds, which could raise interest costs to as high as 12%, adding an estimated $9.9 million to annual interest costs. Fitch estimates the bonds' debt service reserves could last about four years under these conditions before depletion, depending on how revenue shortfalls would be allocated to various debt service reserve funds. The variable rate TABs include a special $26.6 million reserve required as a condition of the agency's prior LOC extension. This reserve is in addition to the indenture-required reserve sized to the IRS maximum. PLANDAI BIOTECHNOLOGY: Obtains Exclusive License to PheroidTM ------------------------------------------------------------- Plandai Biotechnology, Inc., on Aug. 30, 2013, executed a license with North-West University, South Africa, under which the company received an exclusive license to develop and market products using the PheroidTM system of nano-entrapment, the patents and associated intellectual property to which is owned by North-West University. The license is limited to entrapping polyenes for animal and human use. Under the terms of the license, Plandai will pay a royalty of 2 percent of net sales of all product that incorporates the Pheroid technology, with a minimum of R20,000 (approx. US $2,000) due annually. The license expires in 10 years and contains requirements that the company achieve certain development milestones with respect to brining products to market. On May 22, 2013, the company executed a convertible debenture in the amount of $103,500 which becomes due and payable nine months from the date of execution. The note bears interest at the rate of 8 percent per annum Under the terms of the debenture, the company has the right to repay the balance plus unpaid interest up until six months after the date of issuance. Commencing on the six month, the debenture becomes convertible into common stock at discount of 42 percent off the current price per share. The Company has made arrangements for and fully intends to repay the balance of the debenture plus all accrued interest prior to the conversion date. On Aug. 20, 2013, the company executed two convertible promissory notes totaling $550,000. The notes bear interest at the rate of 8 percent per annum and become due and payable in six months from the date of issuance. During the first 90 days from issuance, the notes are repayable without incurring any interest charges. As of Aug. 26, 2013, the company had been advanced $125,000 against the two notes. When the notes become payable, the holder has the option of converting the unpaid balance of any advances into common stock of the company at a discount of 40 percent off the then current price per share. The Company has made arrangements for and fully intends to repay the balance of these advances prior to the conversion date. Between May 1, 2013, and Aug. 26, 2013, the company issued a total of 542,160 shares of restricted common stock to several third parties in exchange for cash totaling $145,500. The shares were issued under Rule 144 of the Securities Act of 1933, as Amended. About Plandai Based in Seattle, Washington, Plandai Biotechnology, Inc., through its recent acquisition of Global Energy Solutions, Ltd., and its subsidiaries, focuses on the farming of whole fruits, vegetables and live plant material and the production of proprietary functional foods and botanical extracts for the health and wellness industry. Its principle holdings consist of land, farms and infrastructure in South Africa. As reported in the TCR on Oct. 22, 2012, Michael F. Cronin CPA expressed substantial doubt about Plandai's ability to continue as a going concern in his report on the Company's June 30, 2012, financial statements. Mr. Cronin noted that the Company has incurred a $3.7 million loss from operations, consumed $700,000 of cash due to its operating activities, and may not have adequate readily available resources to fund operations through June 30, 2013. For the nine months ended March 31, 2013, the Company incurred a net loss of $1.95 million on $313,716 of revenues, as compared with a net loss of $2.50 million on $49,017 of revenues for the same period a year ago. The Company's balance sheet at March 31, 2013, showed $8.43 million in total assets, $10.62 million in total liabilities and a $2.19 million equity allocated to the Company. POSITIVEID CORP: To Issue 450 Series F Pref. Shares to Ironridge ---------------------------------------------------------------- PositiveID Corporation entered into a Stock Purchase Agreement and a Registration Rights Agreement with Ironridge Global IV, Ltd. Pursuant to the Agreements, the Company agreed to issue 450 shares of Series F Preferred Stock to Ironridge in exchange for $300,000. Additionally, the Company issued 100 shares and 50 shares of Series F as commitment and documentation fees, respectively. The Series F earns a dividend of 7.65 percent and is redeemable by the Company after seven years. The Series F has a liquidation value of $1,000 per share, plus accrued dividends, and is convertible at the option of Ironridge into shares of the Company's common stock at a discount. The Company has the option to buy back any shares of Series F at the liquidation value plus accrued dividends, without any premium. The Company has also agreed to file a Registration Statement covering the common shares underlying the Series F within 30 days of closing and to use its best efforts to get the Registration Statement effective. In the event that the Registration Statement is not filed within 30 days after closing or does not become effective within 90 days of closing, then the Company is obligated to issue 150 shares of Series F. If the Registration Statement is not declared effective within 120 days after the closing, then the Company is obligated to issue an additional 150 shares of Series F, as liquidated damages. About PositiveID Delray Beach, Fla.-based PositiveID Corporation has historically developed, marketed and sold RFID systems used for the identification of people in the healthcare market. Beginning in early 2011, the Company has focused its strategy on the growth of its HealthID business, including the continued development of its GlucoChip, its Easy Check breath glucose detection device, its iglucose wireless communication system, and potential strategic acquisition opportunities of businesses that are complementary to its HealthID business. PositiveID incurred a net loss of $7.99 million on $0 of revenue for the year ended Dec. 31, 2012, as compared with a net loss of $16.48 million on $0 of revenue for the year ended Dec. 31, 2011. The Company's balance sheet at March 31, 2013, showed $2.39 million in total assets, $6.78 million in total liabilities and a $4.39 million total stockholders' deficit. EisnerAmper 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 at Dec. 31, 2012, the Company has a working capital deficiency and an accumulated deficit. Additionally, the Company has incurred operating losses since its inception and expects operating losses to continue during 2013. These conditions raise substantial doubt about its ability to continue as a going concern. PRWIRELESS INC: S&P Assigns CCC Corp. Credit Rating; Outlook Neg. ----------------------------------------------------------------- Standard & Poor's Ratings Services said it assigned its 'CCC' corporate credit rating to PRWireless Inc. The outlook is negative. At the same time, S&P assigned a 'CCC' rating to approximately $168 million of bank loans. The recovery rating on the secured debt is '3', indicating S&P's expectation for meaningful (50%-70%) recovery of principal in the event of a default. "The ratings on PRWireless Inc. incorporate our view of the company's weak liquidity including our belief that the company may have difficulty remaining in compliance with financial maintenance covenants in the first half of 2014," said Standard & Poor's credit analyst Richard Siderman. S&P's business risk assessment is "vulnerable," which recognizes PRWireless's lack of scale and geographic diversity, intense competition from much larger wireless operators, absence of a sustainable competitive advantage, and the continuing weak Puerto Rican economy. S&P's view also incorporates the steep decline in operating performance in 2012, the result of the company's operational missteps during a period of Puerto Rico-wide telecom market disruptions. S&P assess the financial risk profile as "highly leveraged" mainly because of our view of weak liquidity and our expectation that adjusted leverage will be around 7x over the next year. The outlook is negative. If PRWireless cannot stabilize operations and begin to reverse customer losses over the next year, it may have insufficient cash to fund operations and may not comply with financial covenants in the amended credit agreement, factors that would trigger a downgrade. Failure to achieve the series of milestone events specified in the credit agreement related to debt refinancing or a sale of the company could be an alternative path to a rating downgrade in 2014. A rating upgrade, while a remote possibility, would be premised on S&P's expectation of sustainable customer growth that would improve prospects for a successful refinancing. RESIDENTIAL CAPITAL: Discovery Rules OK'd Over JSNs' Protests ------------------------------------------------------------- Law360 reported that a New York bankruptcy judge signed off on Residential Capital LLC's proposed guidelines for discovery related to plan confirmation, despite pushback from a group of junior secured noteholders who contended the guidelines may keep them from accessing certain information. According to the report, under the approved discovery rules, creditors seeking additional documents outside of the 14 million that ResCap says it has already produced will have to demonstrate good cause for their request. 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). RG STEEL: Says Revising Sparrows Sale Order No Longer Appropriate ----------------------------------------------------------------- RG Steel LLC said a revision to U.S. Bankruptcy Judge Kevin Carey's previous order authorizing the sale of its Sparrows Point assets "is no longer appropriate." In a Sept. 3 filing, RG Steel said revising the court order is no longer appropriate given that Grand East Metals is only asking for an extension of its right under a temporary access agreement with HRE Sparrows Point LLC. The statement came after Grand East filed a motion on Friday seeking a 90-day extension of its right to access and sell a mill steel stored at RG Steel's Sparrows Point facility in Baltimore, Maryland. Grand East has the right to access and sell the steel reportedly worth $1.5 million pursuant to its agreement with HRE, the company that bought RG Steel's Sparrows Point assets last year. Grand East and HRE signed the temporary access agreement on June 7, which granted Grand East the right to enter the Sparrows Point facility to access and remove the mill steel. About RG Steel RG Steel LLC -- http://www.rg-steel.com/-- is the United States' fourth-largest flat-rolled steel producer with annual steelmaking capacity of 7.5 million tons. It was formed in March 2011 following the purchase of three steel facilities located in Sparrows Point, Maryland; Wheeling, West Virginia and Warren, Ohio, from entities related to Severstal US Holdings LLC. RG Steel also owns finishing facilities in Yorkville and Martins Ferry, Ohio. It also owned Wheeling Corrugating Company and has a 50% ownership in Mountain State Carbon and Ohio Coatings Company. RG Steel along with affiliates, including WP Steel Venture LLC, sought bankruptcy protection (Bankr. D. Del. Lead Case No. 12- 11661) on May 31, 2012. Bankruptcy was precipitated by liquidity shortfall and a dispute with Mountain State Carbon, LLC, and a Severstal affiliate, that restricted the shipment of coke used in the steel production process. The Debtors estimated assets and debts in excess of $1 billion. As of the bankruptcy filing, the Debtors owe (i) $440 million, including $16.9 million in outstanding letters of credit, to senior lenders led by Wells Fargo Capital Finance, LLC, as administrative agent, (ii) $218.7 million to junior lenders, led by Cerberus Business Finance, LLC, as agent, (iii) $130.5 million on account of a subordinated promissory note issued by majority owner The Renco Group, Inc., and (iv) $100 million on a secured promissory note issued by Severstal. Judge Kevin J. Carey presides over the case. The Debtors are represented in the case by Robert J. Dehney, Esq., and Erin R. Fay, Esq., at Morris, Nichols, Arsht & Tunnell LLP, and Matthew A. Feldman, Esq., Shaunna D. Jones, Esq., Weston T. Eguchi, Esq., at Willkie Farr & Gallagher LLP, represent the Debtors. Conway MacKenzie, Inc., serves as the Debtors' financial advisor and The Seaport Group serves as lead investment banker. Donald MacKenzie of Conway MacKenzie, Inc., as CRO. Kurtzman Carson Consultants LLC is the claims and notice agent. Wells Fargo Capital Finance LLC, as Administrative Agent, is represented by Jonathan N. Helfat, Esq., and Daniel F. Fiorillo, Esq., at Otterbourg, Steindler, Houston & Rosen, P.C.; and Laura Davis Jones, Esq., and Timothy P. Cairns, Esq., at Pachuiski Stang Ziehi & Jones LLP. Renco Group is represented by lawyers at Cadwalader, Wickersham & Taft LLP. Kramer Levin Naftalis & Frankel LLP represents the Official Committee of Unsecured Creditors. Huron Consulting Services LLC serves as the Committee's financial advisor. The Debtor has sold off the principal plants. The sale of the Wheeling Corrugating division to Nucor Corp. brought in $7 million. That plant in Sparrows Point, Maryland, fetched the highest price, $72.5 million. CJ Betters Enterprises Inc. paid $16 million for the Ohio plant. RURAL/METRO CORP: Committee Hiring Approval Sought -------------------------------------------------- BankruptcyData reported that Rural/Metro's official committee of unsecured creditors filed with the U.S. Bankruptcy Court a motion to retain Brown Rudnick (Contact: Steven D. Pohl) as co-counsel at the following hourly rates: attorney at $320 to 1,100 and paraprofessional at 265 to 370. The motion explains, "Pursuant to this Application, the Committee seeks authority to retain Brown Rudnick as its counsel regarding all matters related to the Debtors' Chapter 11 cases. The Committee selected Brown Rudnick because of its extensive experience and knowledge of bankruptcy matters, and believes Brown Rudnick is well qualified to represent the Committee in these cases. For example, Brown Rudnick has represented official and unofficial committees and other prominent parties as more fully described in the Pohl Declaration." About Rural/Metro Corporation Headquartered in Scottsdale, Arizona, Rural/Metro Corporation -- http://www.ruralmetro.com-- is a national provider of 911- emergency and non-emergency interfacility ambulance services and private fire protection services, operating in 21 states and nearly 700 communities. Rural/Metro Corp. and 59 affiliates sought Chapter 11 protection on Aug. 4, 2013, before the U.S. Bankruptcy Court for the District of Delaware. The Debtors' lead bankruptcy counsel are Matthew A. Feldman, Esq., Rachel C. Strickland, Esq., and Daniel Forman, Esq., at Willkie Farr & Gallagher LLP, in New York. Maris J. Kandestin, Esq., and Edmon L. Morton, Esq., at Young, Conaway, Stargatt & Taylor, LLP, in Wilmington, Delaware, serve as the Debtors' local Delaware counsel. Alvarez & Marsal Healthcare Industry Group, LLC, and FTI Consulting, Inc., are the Debtors' financial advisors, while Lazard Freres & Co. L.L.C. is their investment banker. Donlin, Recano & Company, Inc., is the Debtors' claims and noticing agent. The U.S. Trustee has appointed a three-member official committee of unsecured creditors in the Chapter 11 case. The Debtors have arranged $75 million of DIP financing from a group of prepetition lenders led by Credit Suisse AG. An interim order has allowed the Debtors to access $40 million of the DIP facility. REVSTONE INDUSTRIES: Creditors Want Pachulski Off Unit's Case ------------------------------------------------------------- Law360 reported that the creditors committee and a major creditor in the Revstone Industries LLC Chapter 11 case on Aug. 30 challenged the hiring of Pachulski Stang Ziehl & Jones LLP as counsel to a bankrupt Revstone subsidiary, arguing that the law firm wasn't properly retained under the company's corporate rules. According to the report, Revstone's official committee of unsecured creditors and secured creditor Boston Finance Group LLC asserted that bankrupt Metavation Inc.'s retention of the law firm was a so-called ultra vires act, an action beyond the company's power. About Revstone Industries et al. 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. Laura Davis Jones, Esq., at Pachulski Stang Ziehl & Jones LLP represents Revstone. 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. 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. Metavation has tapped Pachulski as its counsel. Pachulski also serves as counsel to Revstone and Spara. Metavation also has tapped McDonald Hopkins PLC as special counsel, and Rust Consulting/Omni Bankruptcy as claims agent and to provide administrative services. Mark L. Desgrosseilliers, Esq., at Womble Carlyle Sandridge & Rice, LLP, represents the Official Committee of Unsecured Creditors in Revstone's case. SAN BERNARDINO, CA: Bankruptcy Ruling Is a Blow to CalPERS ---------------------------------------------------------- Dale Kasler, The Sacramento Bee, reported that over objections from CalPERS, a judge declared that the city of San Bernardino is eligible for bankruptcy, paving the way for a historic showdown over the sanctity of public employee pensions. According to the report, the ruling by U.S. Bankruptcy Judge Meredith Jury means San Bernardino officials will now negotiate a payment plan in the coming weeks with CalPERS and other creditors. Experts say the city is expected to develop a plan that would "impair," or reduce the amount of money paid to CalPERS. That would translate into lower pension benefits for retirees and current employees -- shattering decades of precedent over public pensions in California. "The feeling is they're going to have to impair pension obligations because that's their largest liability," said Karol Denniston, a San Francisco lawyer and expert on municipal bankruptcies, the report related. Any plan ultimately will require the judge's approval. A similar fight is brewing in Stockton, which filed for bankruptcy protection in spring 2012, a few months before San Bernardino, the report said. At the same time, officials in California are closely watching Detroit's largest-ever municipal bankruptcy, which could well result in reduction of pension benefits, Denniston said. The state-appointed emergency manager for Detroit has raised the possibility of slashing pensions by 90 percent, and while a more moderate reduction is likely, that is likely to influence the outcome in the two California cities, Denniston said, the report further related. Although the Detroit case was filed just recently, the case is being fast-tracked by the bankruptcy judge and a resolution is likely to come sooner than in the California cases. About San Bernardino, Calif. San Bernardino, California, filed an emergency petition for municipal bankruptcy under Chapter 9 of the U.S. Bankruptcy Code (Bankr. C.D. Cal. Case No. 12-28006) on Aug. 1, 2012. San Bernardino, a city of about 210,000 residents roughly 65 miles (104 km) east of Los Angeles, estimated assets and debts of more than $1 billion in the bare-bones bankruptcy petition. The city council voted on July 10, 2012, to file for bankruptcy. The move lets San Bernardino bypass state-required mediation with creditors and proceed directly to U.S. Bankruptcy Court. The city is represented that Paul R. Glassman, Esq., at Stradling Yocca Carlson & Rauth. San Bernardino joined two other California cities in bankruptcy: Stockton, an agricultural center of 292,000 east of San Francisco, and Mammoth Lakes, a mountain resort town of 8,200 south of Yosemite National Park. The City was granted Chapter 9 protection on Aug. 28, 2013. SARKIS INVESTMENTS: Files List of 10 Largest Unsecured Creditors ---------------------------------------------------------------- Sarkis Investments Company, LLC, filed with the Bankruptcy Court a consolidated list of their 10 Largest unsecured creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Ghazer Zehnaly Deposits for 4326 Fairlawn Drive, purchase of real La Canada, CA 91101 estate $500,000 T.N.C. Inc. 3700 Inland Empire Blvd., Suite 150 Ontario, CA 91764 Security Deposit $5,000 West Coast Untrasound Institute, Inc., 3700 Inland Empire Blvd. Suites 100, 110, 125, 225, 235, 250, 300& 550 Ontario, A 91764 Security Deposit $17,000 LNR Parnters, LLC c/o Rodi Pollock 444 S. Flower Street, Suite 1700 Los Angeles, CA 90017 Legal Fees Unknown Internal Revenue Service 300 N. Los Angeles Street Los Angeles, CA 90012 Taxes Unknown Franchise Tax Board 300 S. Spring Street Suite 5704 Los Angeles, CA 90013 Taxes Unknown San Bernardo County Assessor 172 W. Third Street San Bernardo, CA 92415 Taxes Unknown Platt College Los Angeles, LLC 3700 Inland Empire Blvd., Suites 350, 400, 425, 450, 522 & 525 Ontario, CA 91764 Utilities Unknown Ontario Municipal Utilities Company 1425 South Bon View Ave. Ontario, Calif. 91761 Utilities Unknown Southern California Edison P.O. Box 800 Rosemead, CA 91770 Utilities Unknown Sarkis Investments Company, LLC, filed a Chapter 11 petition (Bankr. C.D. Cal. Case No. 13-29180) on July 29, 2013. Pamela Muir signed the petition as manager. The Debtor disclosed total assets of $25.2 million and $0 of liabilities in its Schedules. Ashley M. McDow, Esq., at Baker & Hostetler, LLP, serves as the Debtor's counsel. SBMC HEALTHCARE: Court Denies Trustee's Motion to Reset Trial ------------------------------------------------------------- The U.S. Bankruptcy Court for the Southern District of Texas denied the request of John T. Young, Jr., the trustee for SBMC Healthcare, LLC, to reset the trial on the bid to (1) convert the Debtor's case to one under Chapter 7; (2) delay the ruling on pending fee applications; and (3) require the liquidating trustee to account for all post-confirmation financial transactions. On Aug. 6, Marty McVey, sole shareholder, member and president of SBMC Healthcare, LLC, filed the motion. The trustee wants the hearing dates reset to Sept. 3, 2013, at 1:30 p.m., and Sept. 4, 5, and 6, at 8:30 a.m., and that direct testimony and cross-examination from Mr. McVey be concluded before other witnesses are called and that they be granted other relief to which they may be justly entitled. The trial on the amended motion began on Aug. 22. As reported in the Troubled Company Reporter on Aug. 7, according to Mr. McVey, the Court should set a preliminary hearing on his Motion and order the Liquidating Trustee to account fully for the financial activities of the Liquidating Trust from and after the occurrence of Plan confirmation, including the production of all bank account information. The Debtor, through Marilee A. Madan, P.C., has requested that the Court deny any and all relief sought by Mr. McVey. About SBMC Healthcare Houston, Texas-based SBMC Healthcare, LLC, is 100% owned by McVey & Co. Investments LLC. It filed a Chapter 11 petition (Bankr. S.D. Tex. Case No. 12-33299) on April 30, 2012. The petition was signed by the president of McVey & Co. Investments LLC, sole manager. The Debtor disclosed $40,149,593 in assets and $13,108,268 in liabilities as of the Chapter 11 filing. Marilee A. Madan, P.C. in Houston, Texas, is the Debtor's general bankruptcy counsel. Millard A. Johnson, Esq., and Sara Mya Keith, Esq., at Johnson DeLuca, Kurisky & Gould, P.C., in Houston, serve as the Debtor's special bankruptcy counsel. Judge Jeff Bohm presides over the case. The Official Committee of Unsecured Creditors is represented by Hall Attorneys, P.C. SHILO INN: Files Full Payment Plan, Aims to Exit Bankr. in January ------------------------------------------------------------------ Shilo Inn, Twin Falls, LLC, et al., filed with the U.S. Bankruptcy Court for the Central District of California a Joint Plan of Reorganization and Disclosure Statement dated Aug. 29, 2013. Under the Plan, the Debtors propose to pay all claims in full, unless otherwise agreed with the claimholder, with unsecured claims to be paid over a three-month period from the Plan Effective Date. Non-insider general unsecured creditors can expect to have their claims paid in full in this manner: -- The first payment will be made on the effective date of the Plan, which is anticipated to be on Jan. 2, 2014, in the aggregate amount of $64,596; -- The Reorganized Debtors will make two additional payments, each in the amount of $64,596 in months two and three following the Effective Date, for a total payout to non- insider general unsecured creditors in the amount of $193,788, which the Debtors believe constitutes 100% payment, excluding interest. The Debtors included cash flow projections in its Plan proposal to show that it will have sufficient cash on hand on the Plan Effective Date to make the payment required. A copy of the Plan and Disclosure Statement dated Aug. 29 is available for free at: http://bankrupt.com/misc/SHILOINN_PlanDSAug29.PDF John Wesley Baron, authorized agent, signed the Plan documents. Approval of the Disclosure Statement will be considered in a hearing set for Oct. 17, at 1:30 p.m., in Los Angeles, at Courtroom 1368. About Shilo Inn, Twin Falls Shilo Inn, Twin Falls, LLC, and six affiliates filed a Chapter 11 petition (Bankr. C.D. Cal. Case No. 13-21601) on May 1, 2013. Judge Richard M. Neiter presides over the case. Shilo Inn, Twin Falls, estimated assets of at least $10 million and debts of at least $1 million. Shilo Inn, Twin Falls; Shilo Inn, Nampa Blvd, LLC; Shilo Inn, Newberg, LLC; Shilo Inn, Seaside East, LLC, Shilo Inn, Moses Lake, Inc.; and Shilo Inn, Rose Garden, LLC each operates and owns a hotel. California Bank and Trust is the primary, senior secured lender for each of the Debtors. The Debtors sought Chapter 11 protection after CBT on May 1, 2013, filed for receiverships in district court. David B. Golubchick, Esq., Kurt Ramlo, Esq., and J.P. Fritz, Esq., at Levene, Neale, Bender, Yoo & Brill LLP, represent the Debtors in their restructuring effort. SHINY WHEELS: Case Summary & 5 Unsecured Creditors -------------------------------------------------- Debtor: Shiny Wheels, Inc. 7305 Bran Mawr Rowlett, TX 75089 Bankruptcy Case No.: 13-34511 Chapter 11 Petition Date: September 2, 2013 Court: United States Bankruptcy Court Northern District of Texas (Dallas) Judge: Stacey G. Jernigan Debtor's Counsel: Eric A. Liepins, Esq. ERIC A. LIEPINS, P.C. 12770 Coit Rd., Suite 1100 Dallas, TX 75251 Tel: (972) 991-5591 E-mail: eric@ealpc.com Scheduled Assets: $2,133,000 Scheduled Liabilities: $280,600 A copy of the Company's list of its five unsecured creditors, filed together with the petition, is available for free at http://bankrupt.com/misc/txnb13-34511.pdf The petition was signed by Gerald Raider, president. SHOTWELL LANDFILL: Court Sets Oct. 17 Plan Confirmation Hearing --------------------------------------------------------------- The U.S. Bankruptcy Court for the Eastern District of North Carolina conditionally approved the disclosure statement for Shotwell Landfill, Inc.'s proposed Chapter 11 Plan, filed Aug. 16, 2013. Oct. 8, 2013, is fixed as the last day for filing and serving in accordance with Rule 3017(a), Federal Rules of Bankruptcy Procedure, written objections to the disclosure statement. If no objections are filed on or before that date, the conditional approval of the disclosure statement will become final. Any objections to or requests to modify the disclosure statement will be considered at the confirmation hearing which is scheduled on Oct. 17, 2013, at 10:30 a.m. The Court also fixed Oct. 8, 2013, as the last day for filing written acceptances or rejections of the plan. The plan proponent must prepare and file a summary report on the votes, with a copy of each ballot attached, with the Court at or before the hearing on the plan on Oct. 17, 2013. A copy of the report must be served on the U.S. Bankruptcy Administrator as well as on each member of the unsecured creditors' committee and counsel for the unsecured creditors' committee. As reported in the TCR on Aug. 22, 2013, Branch Bank & Trust has filed a proof of claim in the amount of $13.7 million. The claim amount is disputed. Pursuant to the Plan, the Allowed Secured Claim of BB&T in Class 3 will be placed in current, non-default status and re-amortized over 25 years with interest at the Secured Rate. The Debtor will make monthly payments according to such amortization. The Debtor anticipates that Branch Bank & Trust's Class 3 Claim will be $2,900,000. BB&T's Allowed Unsecured Claim in Class 6 will be amortized over 25 years at the Unsecured Rate, or such amortization and rate as the Court finds necessary for confirmation. The Debtor will make monthly payments according to such amortization. The Debtor anticipates that the Class 6 Claim will be less than $6,700,000. Allowed Unsecured Claims of less than $5,000 in Class 7 will be paid in full 90 days after the Effective Date. The Debtor anticipates that the Class 7 Claims will be less than $5,500. Allowed General Unsecured Claims in Class 8 will receive quarterly installments of $30,000 to be split pro rata among Allowed Claims in Class 8 until paid in full. The Debtor anticipates Class 8 Claims will be less than $360,000. Class 8 claimants have filed proofs of claim totaling $200,637.03. The existing Allowed Equity Interests in the Debtor in Class 9 will remain the same as prepetition. A copy of the Disclosure Statement is available at: http://bankrupt.com/misc/shotwelllandfill.doc99.pdf About Shotwell Landfill, Inc. Raleigh, North Carolina-based Shotwell Landfill, Inc., filed a Chapter 11 petition (Bankr. E.D.N.C. Case No. 13-02590) in Wilson on April 19, 2013. The Debtor disclosed $23,027,736 in assets and $10,039,308 in liabilities as of the Chapter 11 filing. Blake P. Barnard, Esq., William P. Janvier, Esq., and Samantha Y. Moore, Esq., at the Janvier Law Firm, PLLC, in Raleigh, N.C., represent the Debtor as counsel. William W. Pollock, Esq., at Ragsdale Liggett PLLC, in Raleigh, N.C., represents the Debtor as special counsel. The Bankruptcy Administrator was unable to appoint an official committee of unsecured creditors in the Debtor's case. SIERRA NEGRA: Confirmation Hearings to Commence on October 22 ------------------------------------------------------------- On Aug. 27, 2013, the U.S. Bankruptcy Court for the District of Nevada approved the Third Amended Disclosure Statement for Sierra Negra Ranch, LLC's Third Amended Plan of Reorganization as Modified. At the hearing to consider the approval of the Disclosure Statement, the Debtor proposed to amend the Third Amended Plan and Third Amended Disclosure Statement, as applicable, to reflect an incorrect statutory reference and to reflect that Barry Becker and related entities are prepared to backstop the Cure Amount due Global Water Resources, Inc., as determined by the Court, and as such, the Debtor filed the Third Amended Disclosure Statement as Modified, a copy of which is available at: http://bankrupt.com/misc/sierranegra.doc387.pdf Aug. 21, 2013, will be the Record Date for determining which Holders of Claims are entitled to vote on the Plan. All Ballots must be properly completed and executed and delivered to Debtor's counsel: GORDON SILVER c/o Candace Clark, Esq. 3960 Howard Hughes Pkwy., 9th Floor Las Vegas, NV 89169 so as to be actually received by no later than 5:00 p.m. on Oct. 8, 2013. The confirmation will be held on Oct. 22, 2013, at 1:30 p.m., and Oct. 24, 2013, at 9:30 a.m. Objections to confirmation of the Plan, if any, must be filed, together with proof of service, with the Court no later than Oct. 8, 2013, at 5:00 p.m. Objections to confirmation of the Plan not timely filed will not be considered and will be overruled. All replies to any objections to confirmation of the Plan must be filed with the Court by no later than Oct. 15, 2013, at 5:00 p.m. The ballot summary must be filed on or before Oct. 15, 2013. As reported in the TCR on Aug. 22, 2013, according to the Third Amended Disclosure Statement, the Plan contemplates the full payment of all Allowed Claims and the amount to cure the Infrastructure Agreement with Global Water Resources, Inc., from the revenue generated by the farming leases on the Real Property combined with a potential sale of a portion of the Real Property, along with capital raised through the Shareholders' Rights Offering of $5,807,500 of Series A Preferred Shares of Limited-Liability Company Interest. A copy of the Debtor's Third Amended Disclosure Statement is available at http://bankrupt.com/misc/sierranegra.doc364.pdf Global Water's Objection Global objected to the approval of the Debtor's Third Amended Disclosure Statement, and asked the Bankruptcy Court to authorize it to lodge an order converting the Debtor's case to a case under Chapter 7 of the Bankruptcy Code unless it receives the cure amount of $5,408,268.22 on or before 5:00 p.m. on Aug. 30, 2013. According to papers filed with the Court, instead of paying the Cure Amount in full, in cash, on or before March 21, 2014, as ordered by the Bankruptcy Court on July 11, the Debtor proposes to satisfy the claim with numerous deductions and offsets, and proposes to make the payment subject to certain conditions and third party approvals. Global says this "Last Chance Plan" is not designed to satisfy its claim but, instead, is designed to lead to more delays and more litigation. Further, according to Global, the Debtor's "Last Chance Disclosure Statement" only adds two more paragraphs regarding the funding of the Plan and offers no proof of this funding, other than statements such as the Debtor is "confident it will raise an additional sum of no less than $2,000,000." A copy of Global's objection to the Debtor's Third Amended Disclosure Statement is available at: http://bankrupt.com/misc/sierranegra.doc372.pdf About Sierra Negra Ranch Las Vegas, Nevada-based Sierra Negra Ranch, LLC, is a limited liability company organized in November 2004 to purchase an aggregate of approximately 2,757.5 acres of undeveloped land in the Tonopah area of incorporated Maricopa County, west of Phoenix, Arizona. It filed a bare-bones Chapter 11 petition (Bankr. D. Nev. Case No. 12-19649) in Las Vegas on Aug. 21, 2012. Candace C. Clark, Esq., Gerald M. Gordon, Esq., Kirk D. Homeyer, Esq., and Mark M. Weisenmiller, Esq., at Gordon Silver, in Las Vegas, Nev., represent the Debtor as counsel. In its amended schedules, the Debtor disclosed $26,197,986 in total assets and $4,801,931 in total liabilities. The Debtor is "Single Asset Real Estate" as defined in 11 U.S.C. Sec 101(51B) and its asset is located in Maricopa County, Arizona. SIONIX CORP: Posts $294,000 Net Income in June 30 Quarter --------------------------------------------------------- Sionix Corporation filed with the U.S. Securities and Exchange Commission its quarterly report on Form 10-Q disclosing net income of $294,097 on $22,500 of net revenue for the three months ended June 30, 2013, as compared with a net loss of $1.71 million on $0 of net revenue for the same period during the prior year. For the nine months ended June 30, 2013, the Company reported a net loss of $4.62 million on $50,000 of net revenue, as compared with a net loss of $4.21 million on $0 of net revenue for the same period last year. The Company's balance sheet at June 30, 2013, showed $1.04 million in total assets, $7.62 million in total liabilities and a $6.58 million total stockholders' deficit. A copy of the Form 10-Q is available for free at: http://is.gd/ujYkYF 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. 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. SKYLINE MEDICAL: Maturity of Promissory Note Extended to Oct. 31 ---------------------------------------------------------------- Skyline Medical Inc. (f/k/a BioDrain Medical, Inc.) agreed with Dr. Samuel Herschkowitz, individually and on behalf of his affiliates, Atlantic Partners Alliance, and SOK Partners, LLC, an investment partnership, to amend an existing letter agreement dated Aug. 15, 2012, to extend the maturity date of certain indebtedness to Dr. Herschkowitz and SOK from Aug. 31, 2013, to Oct. 31, 2013. Dr. Herschkowitz and the Company entered into a Note Purchase Agreement dated as of Dec. 20, 2011, and subsequently amended and restated effective as of the same date pursuant to which the Company issued and sold to Dr. Herschkowitz a convertible promissory note which currently has an outstanding principal balance of $240,000. Further, SOK entered into a Note Purchase Agreement dated as of March 28, 2012, pursuant to which the Company issued and sold to SOK a 20 percent convertible note due August 2012, which currently has an outstanding principal balance of $357,282. The Company's obligations to Dr. Herschkowitz and SOK under the respective notes are secured by grants of a security interest in substantially all tangible and intangible assets of the Company. Under the Letter Agreement entered into in August 2012, among other things, Dr. Herschkowitz agreed to forbear from asserting rights as a secured creditor; Dr. Herschkowitz and SOK agreed to extend the maturity of their notes to Dec. 31, 2012 (subsequently extended to April 30, 2013); and Dr. Herschkowitz clarified and waived certain of his other rights. On Aug. 22, 2013, the parties agreed to amend the Letter Agreement to further extend the maturity date of the notes to Oct. 31, 2013. A copy of the Amended Forbearance Agreement is available at: http://is.gd/ybCF2S About Skyline Medical About Skyline Medical Inc. Skyline Medical Inc. produces a fully automated, patented, FDA cleared, surgical fluid disposal system that virtually eliminates operating room workers' exposure to blood, irrigation fluid and other potentially infectious fluids found in the surgical environment. Today's manual surgical fluid handling methods of hand-carrying filled surgical fluid canisters and emptying these canisters is an exposure risk and is not an optimal approach to the handling of surgical fluid waste. Skyline Medical's STREAMWAY System fully automates the collection, measurement and disposal of surgical fluids and is designed to result in: 1) reducing overhead costs to hospitals and surgical centers, 2) improving Occupational State and Health Association (OSHA) and other regulatory compliance agencies' safety concerns, and 3) streamlining the efficiency of the operating room (and thereby making surgeries more profitable). SOUTHERN OAKS: To Present Plan for Confirmation on Oct. 2 --------------------------------------------------------- Judge Niles Johnson approved the Disclosure Statement filed by Southern Oaks of Oklahoma, LLC, with respect to its Second Amended Chapter 11 Plan as containing adequate information pursuant to Sec. 1125 of the Bankruptcy Code. Eligible creditors have until Sept. 23, 2013 to cast their votes on the Plan. The hearing on the confirmation of the Plan has been set for Oct. 2, to be held before Judge Jackson in Oklahoma City. Parties who object to Plan confirmation can file objections until Sept. 23. The Troubled Company Reporter reported on June 2, 2013, that the Plan dated May 15, 2013, provides that general unsecured creditors are classified in Class 20, and will receive a distribution of 100% of their allowed claims, with interest in 60 equal monthly installments or as earlier paid in full. Payments and distributions under the Plan will be funded by (i) rents, issues and profits of the property of the Debtor; (ii) rents, issues and profits of property of the members or affiliates of the Debtor; (iii) sales of property or refinancing of debt before maturity; and contributions by the members of the Debtor. About Southern Oaks Southern Oaks of Oklahoma, LLC, owns a 126-unit apartment complex in south Oklahoma City, 115 single family residences, 10 residential duplexes and 4 commercial properties in the Oklahoma City Metro area and a 100 unit apartment complex in Pryor, Oklahoma. The Company operates the non-apartment properties by and through an affiliate property management company, Houses For Rent of OKC, LLC, who advertises, leases, collects rents, pays expenses, provides equipment, labor and materials for maintenance, repairs and make-ready services. The Company filed for Chapter 11 bankruptcy (Bankr. W.D. Okla. Case No. 12-10356) on Jan. 31, 2012. Judge Niles L. Jackson presides over the case. Ruston C. Welch, at Welch Law Firm, P.C., represents the Debtor as counsel. It scheduled $14,788,414 in assets and $15,352,022 in liabilities. The petition was signed by Stacy Murry, manager of MBR. Affiliates that filed separate Chapter 11 petitions are Charlemagne of Oklahoma, LLC (Bankr. W.D. Okla. Case No. 10-13382) on July 2, 2010; and Brookshire Place, LLC (Bankr. W.D. Okla. Case No. 11-10717) on Feb. 23, 2011. Southern Oaks owns a 126-unit apartment complex in south Oklahoma City, 115 single family residences, 10 residential duplexes and 4 commercial properties in the Oklahoma City Metro area and a 100 unit apartment complex in Pryor, Oklahoma. Southern Oaks operates the non-apartment Properties by and through an affiliate property management company, Houses For Rent of OKC LLC, who advertises, leases, collects rents, pays expenses, provides equipment, labor and materials for maintenance, repairs and make ready services. On Jan. 12 and 27, 2012, the Debtor's ownership and operation of the Properties was consolidated by the merger of various affiliate entities with the Debtor being the surviving entity. Those entities are Southern Oaks Of Oklahoma, LLC; Quail 12, LLC; Quail 13, LLC; 1609 N.W. 47th, LLC; 2233 S.W. 29th, LLC; 400 S.W. 28th, LLC; South Robinson, LLC; 9 on S.E. 27th, LLC; Southside 10, LLC; QCB 08, LLC; and Prairie Village of Oklahoma, LLC. SOUTHERN FILM: Nov. 27 Established as General Claims Bar Date ------------------------------------------------------------- Holders of claims in the bankruptcy case of Southern Film Extruders, Inc., have until Nov. 27, 2013 to submit their proofs of claim. About Southern Film Southern Film Extruders, Inc., is the business of developing and manufacturing specialized film used in packaging various products. It has two plants in High Point, North Carolina. On July 25, 2013, an involuntary Chapter 7 petition was filed against Southern Film. In response thereto, Southern Film filed a Chapter 11 petition (Bankr. M.D.N.C. Case No. 13-11026) on Aug. 4, 2013. The Debtor experienced severe cash flow issues as a result of the loss of its largest customer prompted the bankruptcy filing. John L. Barnes, Jr., signed the Chapter 11 petition as vice president. The Debtor estimated assets of at least $10 million and debts of at least $1 million. Charles M. Ivey, III, Esq., at Ivey, McClellan, Gatton, & Talcott, LLP, represents the Debtor as counsel. STEINWAY MUSICAL: S&P Assigns 'B' Rating on $190MM 1st-Lien Loan ---------------------------------------------------------------- Standard & Poor's Ratings Services said that its ratings on Waltham, Mass.-based Steinway Musical Instruments Inc. remain on CreditWatch with negative implications. The ratings were initially placed on CreditWatch with negative implications on July 2, 2013, following the company's announcement that it had received a cash offer for all of its outstanding shares from Kohlberg & Co. and affiliates at $35 per share. The company has since received a higher offer from Paulson & Co. Inc. for $40 per share and terminated its prior agreement with Kohlberg. S&P expects the transaction to close in September 2013. "At the same time, we assigned a 'B' issue-level rating to the company's proposed $190 million first-lien senior secured term loan due 2019, and a recovery rating of '3' indicating our expectation for meaningful (50% to 70%) recovery in the event of a payment default. We have also assigned a 'B-' issue-level rating to the company's proposed $100 million second-lien senior secured term loan due 2020, and a recovery rating of '5' indicating our expectation for modest (10% to 30%) recovery in the event of a payment default. The new issue-level ratings are not on CreditWatch but are dependent on a successful completion of the proposed transaction, and are subject to a review of final documentation by Standard & Poor's. Following the closing of the merger, we anticipate lowering the corporate credit rating on Steinway to 'B'," S&P said. S&P expects net proceeds from the proposed term loans, along with a $225 million equity investment from Paulson & Co., a $15 million draw on a proposed $75 million asset-based lending facility due 2018 (ABL, unrated), and cash on hand, to be used to purchase the outstanding equity and pay fees and expenses. "If the transaction were completed as currently described, we believe Steinway's leverage would increase and its credit metrics would deteriorate significantly," said Standard & Poor's credit analyst Stephanie Harter. If the company does not complete the proposed transaction as currently described, S&P would withdraw the new issue-level ratings on the senior secured facilities and reevaluate the CreditWatch listing and ratings. STEREOTAXIS INC: Prescott Group No Longer a Shareholder ------------------------------------------------------- In an amended Schedule 13G filing with the U.S. Securities and Exchange Commission on Aug. 29, 2013, Prescott Group Capital Management, L.L.C., and its affiliates disclosed that they do not own shares of common stock of Stereotaxis, Inc. Prescott Group previously reported beneficial ownership of 839,097 common shares or 9.9 percent equity stake at Dec. 31, 2012. A copy of the amended regulatory filing is available at http://is.gd/jsYYT6 About Stereotaxis Based in St. Louis, Mo., Stereotaxis, Inc., designs, manufactures and markets the Epoch Solution, which is an advanced remote robotic navigation system for use in a hospital's interventional surgical suite, or "interventional lab", that the Company believes revolutionizes the treatment of arrhythmias and coronary artery disease by enabling enhanced safety, efficiency and efficacy for catheter-based, or interventional, procedures. For the year ended Dec. 31, 2011, Ernst & Young LLP, in St. Louis, Missouri, expressed substantial doubt about Stereotaxis' ability to continue as a going concern. The independent auditors noted that the Company has incurred recurring operating losses and has a working capital deficiency. The Company's balance sheet at June 30, 2013, showed $23.99 million in total assets, $49.63 million in total liabilities and a $25.63 million total stockholders' deficit. SUNTECH POWER: 3 Directors Quit; M. Nacson Elected New Chairman --------------------------------------------------------------- Each of Ms. Susan Wang, Mr. Julian Worley, and Mr. Zhizhong Qiu resigned as directors of Suntech Power Holdings Co., Ltd., effective Aug. 21, 2013. Those directors indicated that they could no longer serve effectively as independent directors for reasons that included not being provided with information that was critical for them to fulfill their responsibilities and the Company's failure to implement some of their proposed actions. The issues of concern cited by the departing directors were the following: * Severe cash flow drain with unclear prospect of securing new capital; * Difficult prospects on completing consensual restructuring with convertible bondholders; * Lack of clear business plan; * Loss of critical talent and potential severe HR retention issues; * Failure to pay outside legal counsel; * Potential erosion of internal controls; and * Impairment of employees' ability to function effectively. Mr. Philip Fan, Mr. Michael Nacson, Mr. Kurt Metzger, Mr. Weiping Zhou, Dr. Zhengrong Shi, and Mr. David King continue to serve as directors of the Company. The remaining three independent directors, Messrs. Fan, Nacson and Metzger, are of the view that the matters of concern cited by the resigning directors are demonstrative of disharmony and issues of communication between the executive management and the resigning directors that decreased the efficiency of the Board's decision- making process. The remaining three independent directors believe the large size and geographic dispersion of the Board as previously constituted was not ideal for the Company involved in a debt restructuring process because of the need for frequent in person board meetings to discuss and analyze complex issues. Furthermore, the remaining three independent directors (i) see progress being made in regard to the issues raised by the resigning directors and (ii) believe the Board is now configured to function more effectively and efficiently with a smaller number of members, including recently appointed directors who have skills and experience relating to complex corporate restructurings. The remaining directors have elected Mr. Nacson as Chairman of the Board. The remaining directors have also appointed Mr. Nacson and Mr. Fan as members of each of the Audit Committee, Compensation Committee, and Corporate Governance and Nominating Committee. Mr. Worley and Ms. Wang had previously served as the two members of the Company's Audit Committee. Mr. Worley and Mr. Qiu had previously served as the two members of each of the Company's Compensation Committee and Corporate Governance and Nominating Committee. About Suntech Wuxi, China-based Suntech Power Holdings Co., Ltd. (NYSE: STP) produces solar products for residential, commercial, industrial, and utility applications. With regional headquarters in China, Switzerland, and the United States, and gigawatt-scale manufacturing worldwide, Suntech has delivered more than 25,000,000 photovoltaic panels to over a thousand customers in more than 80 countries. As reported by the TCR on March 20, 2013, Suntech Power Holdings Co., Ltd., has received from the trustee of its 3 percent Convertible Notes a notice of default and acceleration relating to Suntech's non-payment of the principal amount of US$541 million that was due to holders of the Notes on March 15, 2013. That event of default has also triggered cross-defaults under Suntech's other outstanding debt, including its loans from International Finance Corporation and Chinese domestic lenders. SWJ MANAGEMENT: U.S. Trustee Unable to Appoint Creditors Committee ------------------------------------------------------------------ Tracy Hope Davis, the U.S. Trustee for Region 2, has notified the Bankruptcy Court that she has been unable to appoint an official committee of unsecured creditors in the Chapter 11 cases of SWJ Management LLC. The Trustee reserves her right to appoint a Committee at some future date if circumstances warrant the appointment. About SWJ Management LLC New York-based SWJ Management LLC filed for Chapter 11 (Bankr. S.D.N.Y. Case No. 13-12123) on June 28, 2013. Judge Allan L. Gropper oversees the case. The Law Offices of David Carlebach, Esq., serves as the Debtor's counsel. In its petition, the Debtor estimated $50 million to $100 million in both assets and debts. The petition was signed by Richard Annunziata, managing member. An affiliate, Ridgewood Realty of LL, SK Mulberry Contract, filed a separate Chapter 11 petition (Case No. 12-14085) on Sept. 28, 2012. THERAPEUTICSMD INC: Brian Bernick Had 7% Equity Stake at Aug. 26 ---------------------------------------------------------------- In an amended Schedule 13D filing with the U.S. Securities and Exchange Commission, Brian Bernick and B.F. Investment Enterprises, Ltd., disclosed that as of Aug. 26, 2013, they beneficially owned 9,304,049 shares of common stock of TherapeuticsMD, Inc., representing 7 percent of the shares outstanding. Mr. Bernick previously reported beneficial ownership of 10,904,049 common shares or 8.2 percent equity stake as of May 1, 2013. A copy of the regulatory filing is available at: http://is.gd/3mMGWl About TherapeuticsMD Boca Raton, Florida-based TherapeuticsMD, Inc. (OTC QB: TXMD) is a women's healthcare product company focused on creating and commercializing products targeted exclusively for women. The Company currently manufactures and distributes branded and generic prescription prenatal vitamins as well as over-the-counter vitamins and cosmetics. The Company is currently focused on conducting the clinical trials necessary for regulatory approval and commercialization of advanced hormone therapy pharmaceutical products designed to alleviate the symptoms of and reduce the health risks resulting from menopause-related hormone deficiencies. In the auditors' report accompanying the consolidated financial statements for the year ended Dec. 31, 2012, Rosenberg Rich Baker Berman & Company, in Somerset, New Jersey, expressed substantial doubt about TherapeuticsMD's ability to continue as a going concern, citing the Company's loss from operations of approximately $16 million and negative cash flow from operations of approximately $13 million. The Company reported a net loss of $35.1 million on $3.8 million of revenues in 2012, compared with a net loss of $12.9 million on $2.1 million of revenues in 2011. As of June 30, 2013, the Company had $43.06 million in total assets, $4.59 million in total liabilities and $38.46 million in total stockholders' equity. THERMOENERGY CORP: Borrows $4 Million From Empire Capital, et al ---------------------------------------------------------------- ThermoEnergy Corporation, on Aug. 22, 2013, entered into a Loan Agreement with Robert S. Trump, Empire Capital Partners, L.P., Empire Capital Partners, Ltd., and Empire Capital Partners Enhanced Master Fund, Ltd., all of whom are holders of the Company's Common Stock and its Series B-1 and Series C Convertible Preferred Stock, pursuant to which the Lenders made loans to the Company in the aggregate principal amount of $4,000,000. The proceeds from the Loans may be used solely in accordance with a plan to be approved by the Company's Board of Directors and by Lenders whose Loans represent, in the aggregate, at least 66 2/3 percent of the total principal amount of the Loans. As evidence of the Company's obligation to repay the Loans, the Company has issued to the Lenders Promissory Notes due Feb. 1, 2014. The Notes bear interest at the rate of 12 percent per annum; amounts unpaid following the occurrence of an event of default or after maturity bear interest at the default rate of 18 percent per annum. The Notes may be prepaid, in whole or in part, without premium or penalty, provided that all prepayments are made pro rata among all outstanding Notes in proportion to their then- outstanding principal balances. In connection with the Loan Agreement, on Aug. 22, 2013, the Company entered into a Security Agreement with the Lenders pursuant to which the Company granted to the Lenders a first- priority security interest in substantially all of its assets as security for the prompt and complete payment and performance of all of the Company's obligations under the Loan Agreement, the Notes and the Security Agreement. A copy of the Loan Agreement is available for free at: http://is.gd/nsqRFr In connection with the Loan Agreement, the Company entered into a Letter Agreement, dated as of Aug. 20, 2013, with Empire Capital Partners, L.P., Empire Capital Partners, Ltd., Empire Capital Partners Enhanced Master Fund, Ltd., Scott A. Fine and Peter J. Richards and certain of their affiliates, pursuant to which the Company agreed that, so long as the Company's common stock is registered pursuant to Section 12 of the Securities Exchange Act of 1934, as amended, the Company will not effect any conversion, exercise or exchange into Common Stock of convertible or derivative securities held by any Holder, and no Holder will have the right to convert, exercise or exchange any such convertible or derivative securities, to the extent that, after giving effect to such conversion, exercise or exchange, such Holder would beneficially own in excess of 4.99 percent of the number of shares of our Common Stock outstanding immediately after giving effect to that conversion, exercise or exchange. About ThermoEnergy Corporation Little Rock, Ark.-based ThermoEnergy Corporation is a clean technologies company engaged in the worldwide development of advanced municipal and industrial wastewater treatment systems and carbon reducing clean energy technologies. The Company incurred a net loss of $7.38 million for the year ended Dec. 31, 2012, as compared with a net loss of $17.38 million on $5.58 million of revenue in 2011. The Company's balance sheet at March 31, 2013, showed $5.93 million in total assets, $17.46 million in total liabilities and a $11.52 million total stockholders' deficiency. Grant Thornton LLP, in Westborough, Massachusetts, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2012. The independent auditors noted that the Company incurred a net loss of $7,382,000 during the year ended Dec. 31, 2012, and, as of that date, the Company's current liabilities exceeded its current assets by $7,094,000 and its total liabilities exceeded its total assets by $10,611,000. These conditions, among other factors, raise substantial doubt about the Company's ability to continue as a going concern. TITAN PHARMACEUTICALS: Amends 2012 Annual Report ------------------------------------------------ Titan Pharmaceuticals, Inc., has amended its annual report on Form 10-K/A for the year ended Dec. 31, 2012, to expand the disclosure under "License Agreements" in Item 1 to include the term and termination provisions of the Company's license agreement with Braeburn Pharmaceuticals Sprl. In December 2012, the Company entered into a license agreement with Braeburn Pharmaceuticals Sprl that grants Braeburn exclusive commercialization rights to Probuphine(R) in the United States and Canada. The Company received a non-refundable up-front license fee of $15.75 million and will receive a $50 million milestone payment upon the approval of the NDA by the FDA. Additionally, the Company will be eligible to receive up to $130 million upon achievement of specified sales milestones and up to $35 million in regulatory milestones in the event of future NDA submissions and approvals for additional indications, including chronic pain. Titan will receive tiered royalties on net sales of Probuphine ranging from the mid-teens to the low twenties. In addition to the potential milestone payments, Apple Tree Partners IV, Braeburn's parent company, has allocated in excess of $75 million to launch, commercialize and continue the development of Probuphine. A copy of the Amended Form 10-K/A is available for free at: http://is.gd/4IbnIw About Titan Pharmaceuticals South San Francisco, California-based Titan Pharmaceuticals is a biopharmaceutical company developing proprietary therapeutics primarily for the treatment of central nervous system disorders. The Company's balance sheet at March 31, 2013, the Company's balance sheet showed $23.53 million in total assets, $26.58 million in total liabilities and a $3.04 million total stockholders' deficit. Titan Pharmaceuticals incurred a net loss applicable to common stockholders of $15.18 million in 2012, as compared with a net loss applicable to common stockholders of $15.20 million in 2011. TOWNSQUARE RADIO: Moody's Keeps B2 Rating Over Station Purchases ---------------------------------------------------------------- Moody's Investors Service reports that Townsquare Radio LLC (B2 stable) would add a net total of 71 stations in 15 small to mid- sized markets in a series of transactions. Prior to planned divestitures and asset swaps, Townsquare will purchase 53 US radio stations from Cumulus Media Inc. (B2 stable) in 12 markets for $229 million in cash. The company will also acquire Peak II Holding LLC (unrated) adding another 11 stations in two markets. In a third transaction, Townsquare will exchange five stations it acquires from Peak II Holding for another 15 stations from Cumulus. Three stations acquired from Cumulus will be assigned to a divestiture trust. The transactions are credit positive for Townsquare, although there is no immediate change in ratings, as they expand the company's scale and presence in regional markets without meaningfully increasing leverage. Proposed funding includes $16 million of equity, allowing the company to remain in compliance with the 2.40x senior leverage test under its credit agreement as well as the 2.0x senior leverage and 6.0x total leverage incurrence tests under its indenture. Townsquare Radio, LLC is a privately held media company that will own and operate 312 radio stations, related websites, and approximately 500 annual live events in 66 small to mid-sized markets with the majority of stations operating in markets ranked #100 - #300 based on population. Headquartered in Greenwich, CT, the predecessor company was formerly known as Regent Communications and emerged from Chapter 11 protection in April 2010 with 60 stations in 13 markets. Subsequent to emerging, the company acquired additional small to mid-sized market stations from GAP Radio Broadcasting, Millennium Radio Group, Double O Corporation, and Cumulus Media. Shareholders include prior debt holders, the largest of which are Oaktree Capital, GE Capital, and MSD Capital. Estimated revenue pro forma for announced transactions for the 12 months ended June 2013 total roughly $330 million. TRIUS THERAPEUTICS: Hart-Scott-Rodino Waiting Period Expires ------------------------------------------------------------ Cubist Pharmaceuticals, Inc., and Trius Therapeutics, Inc., announced the expiration of the waiting period under the Hart- Scott-Rodino Antitrust Improvements Act of 1976 in connection with Cubist's previously announced tender offer for all of the outstanding common stock of Trius. Expiration of the HSR waiting period satisfies one of the conditions to the closing of the tender offer. The closing of the transaction is also conditioned on the tender of a majority of the outstanding shares of Trius' common stock, on a fully diluted basis, and the satisfaction of other customary closing conditions. Cubist initiated a cash tender offer on Aug. 13, 2013, to purchase all outstanding shares of Trius' common stock. The tender offer will expire at 9:00 a.m., Eastern Time, on Sept. 11, 2013, unless extended or terminated. Upon the successful closing of the tender offer, stockholders of Trius will receive $13.50 per share in cash, plus one Contingent Value Right, entitling the holder to receive an additional cash payment of up to $2.00 for each share they tender if certain commercial sales milestones are achieved. Lawsuits Consolidation Sought On Aug. 9, 2013, a lawsuit was filed in the Court of Chancery of the State of Delaware against Trius, and each member of Trius' board of directors, and Cubist. The action was brought by David Beidler, who claims to be a stockholder of Trius, on his own behalf, and seeks certification as a class action on behalf of all of Trius' stockholders. The complaint alleges that the defendants breached their fiduciary duties, or aided and abetted the breach of fiduciary duties, owed to Trius' stockholders in connection with the Offer and the Merger. The complaint seeks injunctive relief enjoining the Offer and the Merger, or, in the event the Offer or the Merger has been consummated prior to the court's entry of final judgment, rescinding the Offer and the Merger. The complaint also seeks an accounting for all damages and an award of costs, including a reasonable allowance for attorneys' and experts' fees and expenses. On Aug. 23, 2013, plaintiff Beidler filed an amended complaint, which includes additional allegations about a purportedly flawed sales process and a new cause of action for breach of fiduciary duty through materially inadequate disclosures and material disclosure omissions. On Aug. 21, 2013, plaintiff Michael Bemis filed a motion to consolidate the seven actions filed in the Superior Court of California, County of San Diego between Aug. 1, 2013, through Aug. 12, 2013, by himself and plaintiffs Phillip Hurst, Joel Collins, Frank Frazzano, William Cast, David Greenwald and Shawn McPherson, and to have his counsel, Robbins Geller Rudman & Dowd LLP, appointed lead counsel for the proposed class of Trius stockholders. All of the other plaintiffs except Phillip Hurst support this motion. A hearing on this motion is currently set for Feb. 7, 2014, or as soon thereafter as may be heard, in Department C-68 before the Honorable Judith F. Hayes. About Trius Therapeutics San Diego, Calif.-based Trius Therapeutics, Inc. (Nasdaq: TSRX) -- http://www.triusrx.com/-- is a biopharmaceutical company focused on the discovery, development and commercialization of innovative antibiotics for serious, life-threatening infections. The Company's first product candidate, torezolid phosphate, is an IV and orally administered second generation oxazolidinone being developed for the treatment of serious gram-positive infections, including those caused by MRSA. In addition to the company's torezolid phosphate clinical program, it is currently conducting two preclinical programs using its proprietary discovery platform to develop antibiotics to treat infections caused by gram-negative bacteria. Trius Therapeutics incurred a net loss of $53.92 million in 2012, a net loss of $18.25 million in 2011 and a $23.86 million net loss in 2010. As of June 30, 2013, the Company had $74.05 million in total assets, $19.37 million in total liabilities and $54.68 million in total stockholders' equity. TWN INVESTMENT: Kent Whitney Approved as Real Estate Broker ----------------------------------------------------------- The U.S. Bankruptcy Court for the Northern District of California authorized TWN Investment Group, LLC, to employ Kent Whitney as real estate broker. TWN Investment Group, LLC, filed a Chapter 11 petition in its home-town in San, Jose California (Bankr. N.D. Calif. Case No. 13-50821) on Feb. 13, 2013. The Company disclosed assets of $58.2 million and liabilities of $53.4 million in its schedules. The Company owns partially developed real estate located at 909-9999 Story Road, in San Jose. The property is the company's sole assets and secures a $48.1 million debt to East West Bank. The Debtor is represented by Charles B. Greene, Esq., at the Law Offices of Charles B. Greene, in San Jose. Rene Lastreto II, Esq., at Lang Richert & Patch represents the Committee. UNI-PIXEL INC: To Present at the Gateway Conference on Sept. 10 --------------------------------------------------------------- UniPixel, Inc., has been invited to present at the 2013 Gateway Conference being held on Tuesday, Sept. 10, 2013, at the Palace Hotel in San Francisco. UniPixel Chief Technology Officer, Senior Vice President and General Manager Dr. Robert Petcavich is scheduled to present at 10:00 a.m. Pacific time, with one-on-one meetings held throughout the day. He will discuss the Company's progress, including its two preferred price and capacity licenses with a major PC maker and major consumer electronics ecosystem partner to support the global market introduction of its UniBoss touch screen technology. For additional information or to schedule a one-on-one meeting visit www.gateway-conference.com and click on the Register/Login tab. Interested parties may also email their request to schedule@gateway-conference.com or call Ron Both at (949) 574- 3860. About Uni-Pixel Inc. The Woodlands, Tex.-based Uni-Pixel, Inc. (OTC BB: UNXL) -- http://www.unipixel.com/-- is a production stage company delivering its Clearly Superior(TM) Performance Engineered Films to the Lighting & Display, Solar and Flexible Electronics market segments. "As of December 31, 2012, we had a cash balance of approximately $13.0 million and working capital of $12.8 million. We project that current cash reserves will sustain our operations through at least December 31, 2013, and we are not aware of any trends or potential events that are likely to adversely impact our short term liquidity through this term. We expect to fund our operations with our net product revenues from our commercial products, cash and cash equivalents supplemented by proceeds from equity or debt financings, and loans or collaborative agreements with corporate partners, each to the extent necessary," according to the Company's annual report for the year ended Dec. 31, 2012. Uni-Pixel incurred a net loss of $9.01 million in 2012, as compared with a net loss of $8.56 million in 2011. The Company's balance sheet at June 30, 2013, showed $63.28 million in total assets, $6.56 million in total liabilities and $56.71 million in total shareholders' equity. UNILAVA CORP: Amends Second Quarter Form 10-Q --------------------------------------------- Unilava Corporation filed an amendment to its quarterly report on Form 10-Q for the quarter ended June 30, 2013, which was originally filed with the U.S. Securities and Exchange Commission on Aug. 19, 2013, for the sole purpose of furnishing the Interactive Data File as Exhibit 101 in accordance with Rule 405 of Regulation S-T. Exhibit 101 furnishes the following items from the Form 10-Q formatted in eXtensible Business Reporting Language (XBRL): (i) the unaudited Consolidated Balance Sheets as of June 30, 2013, and audited Consolidated Balance Sheets as of Dec. 31, 2012; (ii) the unaudited Consolidated Statements of Operations and Comprehensive Loss for the three and six months ended June 30, 2013, and 2012; (iii) the unaudited Consolidated Statements of Cash Flows for the six months ended June 30, 2013, and 2012; and (iv) the unaudited Notes to Condensed Consolidated Financial Statements. No other changes have been made to the Form 10-Q. A copy of the Amended Form 10-Q is available for free at: http://is.gd/Uh32nL About Unilava Corporation Unilava Corporation (OTC BB: UNLA) -- http://www.unilava.com/-- is a diversified communications holding company incorporated under the laws of the State of Wyoming in 2009. Unilava and its subsidiary brands provide a variety of communications services, products, and equipment that address the needs of corporations, small businesses and consumers. The Company is licensed to provide long distance services in 41 states throughout the U.S. and local phone services across 11 states. Through its carrier- grade microwave wireless broadband infrastructure and broadband Internet access partners, the Company also offers mobile and high- definition IP-hosted voice services to residential customers and corporate clients. Additionally, Unilava delivers a comprehensive and integrated suite of fee-based online and mobile advertising and web services to a broad array of business enterprises. Headquartered in San Francisco, the Company has regional offices in Chicago, Seoul, Hong Kong, and Beijing. Unilava reported a net loss of $1.58 million in 2012, as compared with a net loss of $2.98 million in 2011. The Company's balance sheet at June 30, 2013, showed $2.60 million in total assets, $8.92 million in total liabilities and a $6.31 million total stockholders' deficit. Shelley International CPA, in Mesa, AZ, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2012. The independent auditors noted that the Company has suffered losses from operations, which raises substantial doubt about its ability to continue as a going concern. UNITED BANCSHARES: Amends Second Quarter Form 10-Q -------------------------------------------------- United Bancshares, Inc., has amended its quarterly report on Form 10-Q for the period ended June 30, 2013, originally filed with the U.S. Securities and Exchange Commission on Aug. 14, 2013, to furnish Exhibit 101 to the Form 10-Q which contains the XBRL (eXtensible Business Reporting Language) Interactive Data File for the financial statements and notes included in Part 1, Item 1 of the Form 10-Q. As permitted by Rule 405(a)(2)(ii) of Regulation S-T, Exhibit 101 was required to be furnished by amendment within 30 days of the original filing date of the Form 10-Q. No changes have been made to the Form 10-Q other than the furnishing of Exhibit 101. A copy of the amended Form 10-Q is available at: http://is.gd/Bre5cY About United Bancshares Located in Philadelphia, Pennsylvania, United Bancshares, Inc., is an African American controlled and managed bank holding company for United Bank of Philadelphia, a commercial bank chartered in 1992 by the Commonwealth of Pennsylvania, Department of Banking. United Bancshares reported a net loss of $1.01 million on $3.08 million of total interest income for the year ended Dec. 31, 2012, as compared with a net loss of $1.03 million on $3.30 million of total interest income for the year ended Dec. 31, 2011. As of June 30, 2013, the Company had $61.59 million in total assets, $57.82 million in total liabilities and $3.77 million in total shareholders' equity. McGladrey LLP, in Blue Bell, Pennsylvania, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2012. The independent auditors noted that the Company's regulatory capital amounts and ratios are below the required levels stipulated with Consent Orders between the Company and its regulators under the regulatory framework for prompt corrective action. Failure to meet the capital requirements exposes the Company to regulatory sanctions that may include restrictions on operations and growth, mandatory asset disposition, and seizure of the Company. These matters raise substantial doubt about the ability of the Company to continue as a going concern." UNIVERSITY GENERAL: ADC at Houston Hospital Hiked by 20% -------------------------------------------------------- University General Health System, Inc., announced preliminary information regarding the quarter ended June 30, 2013. The Company reported that Average Daily Census levels at its flagship hospital in Houston increased by approximately 20 percent, when compared with the prior-year quarter, while occupancy rates continued to improve at University General Hospital - Dallas, which was acquired in Dec. 14, 2012. Surgical volumes at University General Hospital in Houston rose approximately 28 percent relative to the second quarter of 2012, while the Dallas hospital reported approximately 53 percent increase in surgical volumes relative to the month of December 2012. "We are very pleased to announce that ADC levels and surgery volumes at our flagship Houston hospital have continued to post consistent growth, year-over-year and quarter-over-quarter, for ten consecutive quarters," stated Hassan Chahadeh, M.D., chairman and chief executive officer of University General Health System, Inc. "We would expect this to be evident in our financial performance for the second quarter and first half of 2013." "During the most recent quarter, we also refinanced the HUD insured loans on two of our senior living facilities on terms that we consider very favorable," added Donald Sapaugh, the Company's President. "The loan on our Trinity Oaks of Pearland facility was refinanced at an interest rate of 3.92% on a non-recourse basis, and Trinity Hills of Knoxville was refinanced with a non-recourse loan carrying an interest rate of 4.23%. We remain very pleased with above-industry-average occupancy rates achieved by our TrinityCare Senior Living subsidiary during the first half of 2013." Due to a recent change in auditors, combined with the acquisition of the Dallas hospital and certain accounting and tax calculations, the Company has yet to file its Form 10-K for the year ended Dec. 31, 2012, and its Forms 10-Q for the quarters ended March 31, 2013, and June 30, 2013. The Company is nearing the completion of its audit for 2012 and will file the 10-K and the remaining reports with the SEC as soon as possible. About University General University General Health System, Inc., located in Houston, Texas, is a diversified, integrated multi-specialty health care provider that delivers concierge physician- and patient-oriented services. UGHS currently operates one hospital and two ambulatory surgical centers in the Houston area. It also owns a revenue management company, a hospitality service provider and facility management company, three senior living facilities and manages six senior living facilities. In the auditors' report accompanying the consolidated financial statements for the year ended Dec. 31, 2011, Moss, Krusick & Associates, LLC, in Winter Park, Florida, expressed substantial doubt about University General's ability to continue as a going concern. The independent auditors noted that the Company has suffered recurring losses and negative operating cash flows, and has negative working capital. University General reported a net loss of $2.38 million in 2011, following a net loss of $1.71 million in 2010. The Company's balance sheet, as restated, at Sept. 30, 2012, showed $140.42 million in total assets, $128.38 million in total liabilities, $3.22 million in series C, convertible preferred stock, and $8.81 million in total equity. USA BROADMOOR: Wells Fargo Wants Plan Confirmation Denied --------------------------------------------------------- Wells Fargo Bank Minnesota, N.A., as trustee for the Registered Holders of GMAC Commercial Mortgage Securities Inc., Mortgage Pass-Through Certificates, Series 2002-C3, by and through its Special Servicer CWCapital Asset Management LLC, initially objected to confirmation of the Plan of Reorganization for USA Broadmoor, LLC. According to Wells Fargo, confirmation of the Debtor's Plan must be denied because, among other things: 1. the Plan denies the Trust the postpetition interest and costs to which it is entitled; 2. reduces the interest rate of the loan to an unwarranted, below-market rate, effectively subordinates the Trust's secured claim to the interests of the Debtor's equity holder by converting the loan to a four-year interest-only loan; and 3. provides for improper non-debtor affiliate releases and injunctions. Additionally, the Disclosure Statement must not be approved because it fails to contain adequate information and describes a patently unconfirmable Plan. On July 19, the Court conditionally approved the Disclosure Statement. As reported in the Troubled Company Reporter on July 26, 2013, the Plan contemplates the continued operation of the Debtor. The Plan provides for the classification and treatment of claims against and interest in the Debtor. Claim 1 Priority Claims will be paid in full. Claim 2 Wells Fargo Secured Claim will have a $12 million unpaid principal balance of the Note on the Plan Effective Date. Interest will accrue on the Principal Balance outstanding at the rate of 175 basis points of the 10-year treasury rate until the earlier of four years after the Plan Effective Date. As to Claim 3 Guardian Secured Claim, Class 4 Challenger Pools Secured Claim, Claim 5 All Saints Secured Claim, and Class 6 Superior Seal Secured Claim, the Debtor will make installment payments for 48 months. As to Class 7 Other Secured Claims, the Debtor will surrender to all Class 7 Claimholders all Collateral securing all Class 7 Claims in full satisfaction of those Claims. The Reorganized Debtor will pay, in four successive years, 10% of Allowed Class 8 Unsecured Claims. It will pay the balance of the Allowed Class 8 Claims by the Maturity Date. Holders of Allowed Class 9 Membership Interests will retain their Membership Interests. A copy of the Disclosure Statement dated July 9, 2013 is available for free at http://bankrupt.com/misc/USABROADMOOR_DSJul9.pdf Hugh L. Caraway, Jr., the Debtor's chief executive officer, signed the Plan. About USA Broadmoor USA Broadmoor, LLC, filed a Chapter 11 petition (Bankr. M.D. Fla. Case No. 13-04880) on April 16, 2013. The petition was signed by Hugh L. Caraway, chief executive officer of Internacional Realty, Inc., member. The Debtor estimated assets and debts of at least $10 million, respectively. Judge Michael G. Williamson presides over the case. The Debtor is represented by Scott A. Stichter, Esq., at Stichter, Riedel, Blain & Prosser, P.A., as counsel. The Debtor disclosed $11,117,091 in assets and $11,121,374 in liabilities as of the Chapter 11 filing. VAIL LAKE: Sec. 341 Creditors' Meeting Continued to Oct. 22 ----------------------------------------------------------- The U.S. Trustee will convene a continued meeting of creditors pursuant to 11 U.S.C. 341(a) in the Chapter 11 case of Vail Lake Rancho California, LLC et al., on Oct. 22, 2013, at 1:00 p.m. The meeting will be held at 402 W. Broadway, Emerald Plaza Building, Suite 660 (B), Hearing Room B, San Diego, California. About Vail Lake Vail Lake Rancho California, LLC and its affiliates own the California campground Vail Lake Resort. Vail Lake is a large reservoir in western Riverside County, California, located on Temecula Creek in the Santa Margarita River watershed, approximately 15 miles east of Temecula, California. Properties cover approximately 9,000 acres and have an estimated water storage capacity of approximately 51,000 acre-feet. On Dec. 26, 2012, creditors of Vail Lake filed an involuntary Chapter 11 petition (Bankr. S.D. Cal. Case No. 12-16684) for Vail Lake. In a filing on June 6, 2013, the Debtor said it consents to the entry of an order for relief and does not contest the involuntary Chapter 11 petition. On June 5, 2013, the company sent 5 related entities -- Vail Lake USA, LLC ("VLU"), Vail Lake Village & Resort, LLC ("VLRC"), Vail Lake Groves, LLC, Agua Tibia Ranch, LLC, and Outdoor Recreational Management, LLC -- to Chapter 11 bankruptcy. The new debtors have sought and obtained an order for joint administration of their Chapter 11 cases with Vail Lake Rancho (Case No. 12-16684). The Debtors are represented by attorneys at Cooley LLP and Phillips, Haskett & Ingwalson, A.P.C. The Debtors' consolidated assets, as of May 31, 2013, total approximately $291,016,000 and liabilities total $52,796,846. VAIL LAKE: Can Employ E3's Hebrank as Chief Restructuring Officer ----------------------------------------------------------------- Vail Lake Rancho California LLC and its affiliates sought and obtained permission from the U.S. Bankruptcy Court to employ Thomas C. Hebrank and E3 Realty Advisors, Inc., with Mr. Hebrank serving as the Debtors' chief restructuring officer. Mr. Hebrank will, among other things, provide these services: a. provide overall leadership in the Chapter 11 reorganization process, including working with wide range of stakeholders, together with existing management; b. prepare, analyze and monitor historical, current and projected financial affairs, including assisting with preparation of the petition, statement of financial affairs, schedules and other regular reports required by the Court and the United States Trustee; and c. assist the Debtors in communications and negotiations with various parties in interest, including creditors, employees, vendors, and customers. To address and handle the above responsibilities on behalf of the Debtors, the CRO may be assisted by additional personnel at E3, all of whom have a wide range of skills and abilities related to this type of assignment. The firm's rates are: Professional Hourly Rates ------------ ------------ Mr. Hebrank $275 Managing Director $235 Director $200 Associate Director $150 Accountant $100 Administrative $75 Mr. Hebrank -- thebrank@ethreeadvisors.com -- attests that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. About Vail Lake Vail Lake Rancho California, LLC and its affiliates own the California campground Vail Lake Resort. Vail Lake is a large reservoir in western Riverside County, California, located on Temecula Creek in the Santa Margarita River watershed, approximately 15 miles east of Temecula, California. Properties cover approximately 9,000 acres and have an estimated water storage capacity of approximately 51,000 acre-feet. On Dec. 26, 2012, creditors of Vail Lake filed an involuntary Chapter 11 petition (Bankr. S.D. Cal. Case No. 12-16684) for Vail Lake. In a filing on June 6, 2013, the Debtor said it consents to the entry of an order for relief and does not contest the involuntary Chapter 11 petition. On June 5, 2013, the company sent 5 related entities -- Vail Lake USA, LLC ("VLU"), Vail Lake Village & Resort, LLC ("VLRC"), Vail Lake Groves, LLC, Agua Tibia Ranch, LLC, and Outdoor Recreational Management, LLC -- to Chapter 11 bankruptcy. The new debtors have sought and obtained an order for joint administration of their Chapter 11 cases with Vail Lake Rancho (Case No. 12-16684). The Debtors are represented by attorneys at Cooley LLP and Phillips, Haskett & Ingwalson, A.P.C. The Debtors' consolidated assets, as of May 31, 2013, total approximately $291,016,000 and liabilities total $52,796,846. VALENCE TECHNOLOGY: Files Copy of Plan & Disclosure Statement ------------------------------------------------------------- Valence Technology, Inc., filed its proposed plan of reorganization and related disclosure statement on Aug. 21, 2013. The Plan provides for the resolution of outstanding claims against the Debtor. Among other things, the Plan provides that: (i) each holder of an allowed Priority Non-Tax Claim, an allowed DIP Claim, an allowed Convenience Claim or an allowed general unsecured claim of $500 or less will be paid in full; (ii) Berg & Berg Enterprises, LLC, the holder of pre-petition secured indebtedness of the Debtor, will extend the maturity date of part of its pre-petition secured claim under a new promissory note secured by a first priority lien against all of the reorganized Debtor's assets, and receive, in exchange for its remaining pre-petition secured claim in the amount of $50 million, 100 percent of the shares of New Valence Stock, representing 100 percent of the reorganized Debtor's issued and outstanding shares of capital stock on the effective date; (iii) holders of certain classes of unsecured claims will receive payment in full over time; (iv) holders of pre-petition equity interests in the Debtor, including, without limitation, any shares of the Debtor's preferred stock, common stock, and any option, warrant or right to acquire any ownership interest in the Debtor, will receive no distribution; and (v) all pre-petition equity interests in the Debtor will be canceled on the effective date of the Plan. Under the terms of the Plan, the Pre-petition Secured Lender will provide exit financing to the Debtor by entering into a new loan agreement in the amount of $20 million with the reorganized Debtor on the effective date of the Plan. The New Loan will have a 5- year term and simple accrued interest at the rate of 5 percent per annum, and will be secured by a first priority lien against all of the reorganized Debtor's assets. Payment of the New Loan will be subordinated to payment of claims of a number of junior classes, including, without limitation, the general unsecured creditors. The proceeds from the New Loan will be used to pay claims under the Plan and to fund the reorganized Debtor's working capital and general corporate needs. A full-text copy of the Plan is available at: http://is.gd/XkpDDs A full-text copy of the Disclosure Statement is available at: http://is.gd/RTirPx About Valence Technology Valence Technology, Inc., filed a Chapter 11 petition (Bankr. W.D. Tex. Case No. 12-11580) on July 12, 2012, in its home-town in Austin. Founded in 1989, Valence develops lithium iron magnesium phosphate rechargeable batteries. Its products are used in hybrid and electric vehicles, as well as hybrid boats and Segway personal transporters. The Debtor disclosed debt of $82.6 million and assets of $31.5 million as of March 31, 2012. The Debtor disclosed $24,858,325 in assets and $78,520,831 in liabilities as of the Chapter 11 filing. Chairman Carl E. Berg and related entities own 44.4 percent of the shares. ClearBridge Advisors LLC owns 5.5 percent. Judge Craig A. Gargotta presides over the case. The Company is being advised by Sabrina L. Streusand at Streusand, Landon & Ozburn, LLP with respect to bankruptcy matters. The petition was signed by Robert Kanode, CEO. On Aug. 8, 2012, the U.S. Trustee for Region 7 appointed five creditors to serve on the Official Committee of Unsecured Creditors of the Debtor. Brinkman Portillo Ronk, PC, serves as its counsel. VERTIS HOLDINGS: Settlement with ACE Companies Approved ------------------------------------------------------- BankruptcyData reported that the U.S. Bankruptcy Court approved Vertis Holdings' motion to enter into a settlement agreement between Vertis Holdings and the ACE Companies, pursuant to Bankruptcy Rule 9019(a), and authorizing, pursuant to Sections 105 and 363 of the Bankruptcy Code, entry into a certain loss portfolio transfer agreement and the purchase of a certain contractual liability policy. As previously reported, "Under the settlement, $11,400,518 and a paid loss deposit fund of $452,677 (with a service fee of $46,805), which is a total of premium amount $11.9 million, will be deemed transferred to and retained by the insurer and the insured authorizes ACE Companies to draw an amount equal to the cash ($11.4 million) due for the policy under the letters of credit." About Vertis Vertis Holdings Inc. -- http://www.thefuturevertis.com/-- provides advertising services in a variety of print media, including newspaper inserts such as magazines and supplements. Vertis and its affiliates (Bankr. D. Del. Lead Case No. 12-12821), returned to Chapter 11 bankruptcy on Oct. 10, 2012, this time to sell the business to Quad/Graphics, Inc., for $258.5 million, subject to higher and better offers in an auction. As of Aug. 31, 2012, the Debtors' unaudited consolidated financial statements reflected assets of approximately $837.8 million and liabilities of approximately $814.0 million. Bankruptcy Judge Christopher Sontchi presides over the 2012 case. Vertis is advised by Perella Weinberg Partners, Alvarez & Marsal, and Cadwalader, Wickersham & Taft LLP. Quad/Graphics is advised by Blackstone Advisory Partners, Arnold & Porter LLP and Foley & Lardner LLP, special counsel for antitrust advice. Kurtzman Carson Consultants LLC is the Debtors' claims agent. Quad/Graphics is a global provider of print and related multichannel solutions for consumer magazines, special interest publications, catalogs, retail inserts/circulars, direct mail, books, directories, and commercial and specialty products, including in-store signage. Headquartered in Sussex, Wis. (just west of Milwaukee), the Company has approximately 22,000 full-time equivalent employees working from more than 50 print-production facilities as well as other support locations throughout North America, Latin America and Europe. Vertis first filed for bankruptcy (Bankr. D. Del. Case No. 08-11460) on July 15, 2008, to complete a merger with American Color Graphics. ACG also commenced separate bankruptcy proceedings. In August 2008, Vertis emerged from bankruptcy, completing the merger. Vertis agains filed for Chapter 11 bankruptcy (Bankr. S.D.N.Y. Case No. 10-16170) on Nov. 17, 2010. The Debtor estimated its assets and debts of more than $1 billion. Affiliates also filed separate Chapter 11 petitions -- American Color Graphics, Inc. (Bankr. S.D.N.Y. Case No. 10-16169), Vertis Holdings, Inc. (Bankr. S.D.N.Y. Case No. 10-16170), Vertis, Inc. (Bankr. S.D.N.Y. Case No. 10-16171), ACG Holdings, Inc. (Bankr. S.D.N.Y. Case No. 10-16172), Webcraft, LLC (Bankr. S.D.N.Y. Case No. 10-16173), and Webcraft Chemicals, LLC (Bankr. S.D.N.Y. Case No. 10-16174). The bankruptcy court approved the prepackaged Chapter 11 plan on Dec. 16, 2010, and Vertis consummated the plan on Dec. 21. The plan reduced Vertis' debt by more than $700 million or 60%. GE Capital Corporation, which serves as DIP Agent and Prepetition Agent, is represented in the 2012 case by lawyers at Winston & Strawn LLP. Morgan Stanley Senior Funding Inc., the agent under the prepetition term loan, and as term loan collateral agent, is represented by lawyers at White & Case LLP, and Milbank Tweed Hadley & McCloy LLP. On Jan. 16, 2013, Quad/Graphics completed the acquisition of Vertis Holdings for a net purchase price of $170 million. This assumes the purchase price of $267 million less the payment of $97 million for current assets that are in excess of normalized working capital requirements. VILLAGE AT NIPOMO: Gets Final Approval to Use Cash Collateral ------------------------------------------------------------- The U.S. Bankruptcy Court for the Central District of California, in a final order dated Aug. 16, authorized The Village at Nipomo, LLC's use of cash collateral until Dec. 30, 2013, or confirmation of a Chapter 11 Plan. The Court said the Debtor's authorization to use cash collateral is subject to, among other things: 1. payment of $250,000 to Coastline RE Holdings Corp., from the prepetition rents -- certain rents which the Debtor collected during the period from January 2013 to its bankruptcy petition date; 2. the use Coastline's cash collateral will be solely for the purpose of funding ordinary and necessary costs of operating and maintaining the Debtor's real property and limited to the amounts; 3. payment of adequate protection payments to Coastline in the amount of $40,000 per month; 4. replacement liens in all categories of assets of the Debtor's estate in which Coastline holds valid and perfected prepetition liens of the same kind and type, subject only to valid, existing prepetition liens, including both existing and after-acquired property, to the fullest extent necessary to realize all cash collateral actually expended by the Debtor pursuant to the Court's Order. As reported in the Troubled Company Reporter on Aug. 20, 2013, Coastline Re objected to the proposed final order authorizing the Debtor to use cash collateral because the proposed order contains errors and terms not approved by the Court, and fails to include the specificity necessary and appropriate with respect to certain terms of cash collateral use. Coastline is the current holder of a loan the Debtor obtained from Pacific Western Bank, which loan is secured by the Debtor's single real property asset. Coastline is represented by A. Kenneth Hennesay, Jr., Esq. -- khennesay@allenmatkins.com -- at Allen Matkin Leck Gamble Mallory & Natsis LLP, in Irvine, California. About Village at Nipomo The Village at Nipomo, LLC, operator of a shopping center in Tefft and Mary Streets, in Nipomo, California, sought Chapter 11 protection (Bankr. C.D. Cal. Case No. 13-13593) on May 28, 2013. The company sought bankruptcy protection following efforts by Pacific Western Bank to appoint a receiver for the Debtor's commercial shopping center known as "The Village at Nipomo". VAN LLC was formed by Edwin F. Moore, who is currently a member of the Debtor, holding a 25 percent interest in the company. Edwin Moore and Carolyn W. Moore earlier filed a separate Chapter 11 petition (Case No. 12-15817). The Debtor disclosed $11,802,970 in assets and $9,645,558 in liabilities as of the Chapter 11 filing. The Debtor is represented by Illyssa I. Fogel, Esq., at Illyssa I. Fogel & Associates. VS FOX: Court Converts Bankr. Cases into Chapter 7 Proceedings -------------------------------------------------------------- Judge Joel T. Marker ordered the conversion of the jointly administered Chapter 11 cases of VS Fox Ridge, LLC, and its owners Stephen Lamar and Victoria Ann Christensen into proceedings under Chapter 7 of the Bankruptcy Code. In an Aug. 22, 2013 order, the judge concluded that the conversion of each of the Bankruptcy Cases is in the best interests of the estates and their creditors. The Office of the U.S. Trustee is directed to immediately appoint an interim Chapter 7 Trustee to administer the cases. As previously reported by The Troubled Company Reporter on Aug. 13, 2013, David L. Miller, the Chapter 11 trustee of VS Fox Ridge, et al., sought the conversion of the Debtors' cases into Chapter 7 proceedings. The Trustee believed the case conversion is best for the estates as he has sold the vast majority of the Debtors' assets and thus, there is little to no additional positive revenue that can be generated for either estate. About VS Fox Ridge VS Fox Ridge, LLC, filed a Chapter 11 petition (Bankr. D. Utah Case No. 12-28001) in Salt Lake City on June 20, 2012. Alpine, Utah-based VS Fox Ridge scheduled $95,600,103 in assets and $27,814,802 in liabilities. Equity owners Stephen and Victoria Christensen simultaneously sought Chapter 11 protection (Case No. 12-28010). Ray Quinney & Nebeker P.C. serves as general bankruptcy and litigation counsel for David L. Miller, the duly appointed trustee of the jointly-administered Chapter 11 bankruptcy estates of VS Fox Ridge, LLC, and Stephen Lamar Christensen and Victoria Ann Christensen. Judge Joel T. Marker presides over the case. The petition was signed by Stephen Christensen, manager. WAFERGEN BIO-SYSTEMS: Closes Stock Split & Capital Restructuring ---------------------------------------------------------------- WaferGen Bio-systems, Inc., announced a 1-for-99.39 reverse stock split of its outstanding common stock and the completion of a capital restructuring of its Series A-1 Convertible Preferred Stock, convertible promissory notes and warrants issued in May 2011. The Company completed the reverse stock split and capital restructuring as part of its efforts to improve its capital structure and raise additional capital. Reverse Stock Split The reverse stock split became effective at 1:01 p.m. Pacific Time on Aug. 27, 2013. WaferGen's common stock will begin trading on a split adjusted basis on the OTCBB when the market opens on Aug. 28, 2013. The common stock will have a new CUSIP number, 93041P 209, and will trade for 20 days under the temporary trading symbol, "WGBSD," with the "D" added to signify that the reverse stock split has occurred. As a result of the reverse stock split, every 99.39 shares of issued WaferGen common stock will be combined into one share of common stock. In lieu of issuing fractional shares in connection with the reverse stock split, the Company will round fractional shares up to the next whole share. The reverse stock split reduced the number of issued and outstanding shares of Wafergen common stock, prior to the capital restructuring, from approximately 41.7 million to approximately 420,000. The reverse stock split did not change the authorized number of shares of common stock or preferred stock of the Company or the par value of the Company's common stock or preferred stock, but it did result in a proportionate adjustment to the per share exercise price and the number of common shares issuable upon the exercise of outstanding warrants and stock options, and the number of shares of common stock eligible for issuance under the Company's 2008 Stock Incentive Plan. Stockholders who hold their shares in brokerage accounts or "street name" will not be required to take any action to effect the exchange of their shares. Holders of share certificates will receive instructions from the Company's transfer agent, Continental Stock Transfer & Trust Company, regarding the process for exchanging their shares. Continental Stock Transfer & Trust Company can be reached at (917) 262-2378. Capital Restructuring After giving effect to the reverse stock split, Wafergen issued new shares of common stock, Series 1 convertible preferred stock and warrants to purchase common stock to existing investors in exchange for all of the Company's outstanding shares of Series A-1 convertible preferred stock, promissory notes convertible into shares of Series A-2 convertible preferred stock and warrants that were originally issued in May 2011. As a result of the exchange, the Company retired approximately $17.1 million of convertible notes, shares of Series A-1 preferred stock with an aggregate liquidation preference of approximately $17.1 million and warrants to purchase an aggregate of 565,180 shares of post-split common stock at an exercise price of $61.62 per share. In the exchange, the Company issued 2,987 shares of Series 1 convertible preferred stock (with a liquidation preference of $2.99, convertible into 7,513,372 shares of common stock), 1,067,317 shares of common stock, and warrants for 2,369,000 shares of common stock at an exercise price of $2.60 per share. In connection with the exchange, the Company also agreed to file a registration statement under the Securities Act for the resale of the common shares issued in the exchange and the common shares underlying the Series 1 convertible preferred stock and warrants. In connection with the capital restructuring, the Company also issued promissory notes in favor of its Malaysian subsidiary, WaferGen Biosystems (M) Sdn. Bhd. The notes were issued in consideration for the subsidiary's cancellation of the Company's obligations under an outstanding $5.3 million loan. The new notes have a seven-year term and require a single balloon payment of $6.6 million at the end of the seven-year term. Additional information is available for free at: http://is.gd/hAYE2E About WaferGen Bio-systems Fremont, California-based WaferGen Bio-systems, Inc., engages in the development of systems for gene expression quantification, genotyping and stem cell research. Since 2008, the Company's primary focus has been on the development, manufacture and marketing of its SmartChip System, a genetic analysis platform used for profiling and validating molecular biomarkers in the life sciences and pharmaceutical drug discovery industries. The Company's balance sheet at March 31, 2013, showed $7.1 million in total assets, $9.3 million in total liabilities, and a stockholder's deficit of $2.2 million. As reported in the TCR on April 11, 2013, SingerLewak LLP, in San Jose, California, expressed substantial doubt about WaferGen Bio- systems' ability to continue as a going concern, citing the Company's operating losses and negative cash flows since inception. WAFERGEN BIO-SYSTEMS: Offering $17.2 Million Worth of Units ----------------------------------------------------------- WaferGen Bio-systems, Inc., has commenced a private placement to accredited investors of up to $17.25 million of units consisting of shares of common stock, shares of Series 1 convertible preferred stock and warrants to purchase shares of common stock. At the initial closing of the offering on Aug. 27, 2013, the Company sold $13,668,500 of units for net proceeds of approximately $12,300,000, which the Company intends to use for product development and sales initiatives and for working capital. Each unit is being sold for $50,000 and consists of (i) either 25,000 shares of common stock or 9.9390 shares of Series 1 convertible preferred stock (each 9.9390 shares having a liquidation preference of $0.01 and convertible into 25,000 shares of common stock), and (ii) warrants to purchase 12,500 shares of common stock. At the initial closing, the Company issued a total of 5,209,250 shares of common stock, 646.0351 shares of Series 1 convertible preferred stock (convertible into a total of 1,625,000 shares of common stock) and warrants to purchase 3,417,129 shares of common stock. The warrants have a term of five years and an exercise price of $2.60 per share. Each share of Series 1 convertible preferred stock is convertible at any time into 2,515.34 shares of common stock and has a liquidation preference of $0.001, plus the amount of any declared but unpaid dividends. The Series 1 convertible preferred stock does not have voting rights. The Company engaged a placement agent to facilitate the offering. The placement agent received a cash fee based on a percentage of the gross proceeds raised in the initial closing and warrants to purchase units equal to a percentage of the number of units issued. Additional information is available for free at: http://is.gd/rGubDr About WaferGen Bio-systems Fremont, California-based WaferGen Bio-systems, Inc., engages in the development of systems for gene expression quantification, genotyping and stem cell research. Since 2008, the Company's primary focus has been on the development, manufacture and marketing of its SmartChip System, a genetic analysis platform used for profiling and validating molecular biomarkers in the life sciences and pharmaceutical drug discovery industries. The Company's balance sheet at March 31, 2013, showed $7.1 million in total assets, $9.3 million in total liabilities, and a stockholder's deficit of $2.2 million. As reported in the TCR on April 11, 2013, SingerLewak LLP, in San Jose, California, expressed substantial doubt about WaferGen Bio- systems' ability to continue as a going concern, citing the Company's operating losses and negative cash flows since inception. WARNER SPRINGS: Sept. 19 Hearing on Amended Plan Outline -------------------------------------------------------- The Hon. Louise DeCarl Adler of the U.S. Bankruptcy Court for the Southern District of California will convene a hearing on Sept. 19, 2013, at 10:30 a.m., to consider the adequacy of the Disclosure Statement explaining Warner Springs Ranchowners Association's Chapter 11 Plan. Objections, if any, are due Sept. 5. According to the Disclosure Statement, the Plan is a liquidating plan. Through the Plan, Debtor will complete the liquidation of Debtor's assets that were not sold and distribute the proceeds from the sale and liquidation of all of Debtor's assets. The Plan provides for (i) the creation of a liquidating trust that will administer and liquidate all of Debtor's assets and (ii) the allocation and the distribution of the proceeds from the sale of all of the Debtor's assets to Holders of Allowed Claims and Co- Owners. The Debtor will be dissolved, its affairs wound-up and all assets transferred to the Liquidating Trust. An Oversight Committee will be formed to select the Liquidating Trustee and provide input, oversight and guidance to the Liquidating Trust. Under the Plan, all Holders of Allowed Claims will be paid in full and Co-Owners will receive one or more Distributions from the remaining proceeds from the liquidation of Debtor's assets and Debtor's UDI Proceeds. A copy of the Disclosure Statement is available for free at http://bankrupt.com/misc/WARNER_SPRINGS_ds_amended.pdf About Warner Springs Ranchowners Warner Springs Ranchowners Association, a California non-profit mutual benefit corporation, filed for Chapter 11 protection (Bankr. S.D. Cal. Case No. 12-03031) on March 1, 2012. Judge Louise DeCarl Adler presides over the case. Megan Ayedemo, Esq., and Jeffrey D. Cawdrey, Esq., at Gordon & Rees LLP, represent the Debtor. The Debtor has hired Andersen Hilbert & Parker LLP as special counsel. Timothy P. Landis, P.H., serves as the Debtor's environmental consultant. The Debtor's schedules disclosed $14,079,894 in assets and $1,466,076 in liabilities as of the Chapter 11 filing. Warner Springs Ranchowners Association manages and co-owns 2,300 acres of unencumbered rural land known as the Warner Springs Ranch in San Diego County, California. The improvements on the Property include 250 cottage style hotel rooms, an 18 hole golf course, service/gasoline station, tennis courts, an aquatics center, an equestrian center, an airport, a spa, and two restaurants. WORLD IMPORTS: Can Employ Braverman Kaskey as Counsel ----------------------------------------------------- The U.S. Bankruptcy Court for the Eastern District of Pennsylvania authorized World Imports, Ltd., et al., to employ Braverman Kaskey, P.C., as the Debtors' bankruptcy counsel. World Imports, Ltd., filed a Chapter 11 petition (Bankr. E.D. Pa. Case No. 13-15929) on July 3, 2013, in Philadelphia. Debtor- affiliates World Imports South, LLC (Bankr. E.D. Pa. Case No. 13-15933), 11000 LLC (Bankr. E.D. Pa. Case No. 13-15934, and World Imports Chicago, LLC (Bankr. E.D. Pa. Case No. 13-15935) filed separate petitions for Chapter 11 relief. The cases are jointly administered under Case No. 13-15929. John E. Kaskey, Esq., at Braverman Kaskey, P.C., in Philadelphia, serves as counsel to the Debtors. World Imports, Ltd., estimated assets and debts of $10 million to $50 million. World Imports South, LLC, estimated assets of $1 million to $10 million. WORLD IMPORTS: Can Access Banks Cash Collateral Until Sept. 13 -------------------------------------------------------------- The U.S. Bankruptcy Court for the Eastern District of Pennsylvania approved on Aug. 21, 2013, the First Final Stipulation entered into by and among World Imports, LTD., et al., and PNC Bank, National Association, and PNC Equipment Finance, LLC, authorizing the Debtor to use cash collateral of the Banks to pay only the Approved Expenses set forth in the Budget until 5:00 p.m. on Sept. 13, 2013, unless earlier terminated due to the occurrence of an Event of Default. A further hearing to consider whether the Debtors' use of cash collateral can be extended beyond Sept. 13, 2013, will be held on Sept. 11, 2013, at 1:30 p.m. A copy of the First Final Stipulation and Order is available at: http://bankrupt.com/misc/worldimports.doc82.pdf Counsel for the Debtors can be reached at: John E. Kaskey, Esq. BRAVERMAN KASKEY, P.C. 1650 Market Street, 56th Floor Philadelphia, PA 19103 Tel: (215) 575-3910 E-mail: Jkaskey@braverlaw.com World Imports, Ltd., filed a Chapter 11 petition (Bankr. E.D. Pa. Case No. 13-15929) on July 3, 2013, in Philadelphia. Debtor- affiliates World Imports South, LLC (Bankr. E.D. Pa. Case No. 13-15933), 11000 LLC (Bankr. E.D. Pa. Case No. 13-15934, and World Imports Chicago, LLC (Bankr. E.D. Pa. Case No. 13-15935) filed separate petitions for Chapter 11 relief. The cases are jointly administered under Case No. 13-15929. John E. Kaskey, Esq., at Braverman Kaskey, P.C., in Philadelphia, serves as counsel to the Debtors. World Imports, Ltd., estimated assets and debts of $10 million to $50 million. World Imports South, LLC, estimated assets of $1 million to $10 million. WORLD SURVEILLANCE: Inks Teaming Pact to Commercialize Argus One ---------------------------------------------------------------- World Surveillance Group Inc. has signed a teaming agreement with three other companies to establish a consortium to further develop and commercialize its Argus One lighter-than-air unmanned aerial vehicle. As part of the agreement, the Argus One development program will be relocated to Springfield, Ohio, from its current location in Easton, Maryland. The parties will also assist the Ohio/Indiana UAS Test Center by fostering the growth of Ohio as a preeminent aerospace and UAS center. In addition to World Surveillance Group, the initial partners in the consortium are: The Trident Group, Ltd., based in Dublin, Ohio, EWA Government Systems, Inc., based in Herndon, VA, and with an office in Dayton, Ohio, and Advanced Virtual Engine Test Cell, Inc., based in Springfield, Ohio. Additional partners are expected to join the consortium in the future. Glenn D. Estrella, president and CEO of World Surveillance Group, stated, "The creation of this consortium is a vital step in the continuing development of the Argus One airship. Via the consortium, we will be able to reap the benefits of our partners' technical expertise in moving this project forward. Another benefit of the relocation of the Argus One program is the close proximity to Wright-Patterson Air Force Base and various major defense contractors and research institutes that are located in the surrounding area. Meanwhile, it will also allow World Surveillance to maintain an in-house focus on our Blimp in a BoxTM aerostat system and various other projects." "Trident's confidence in the Ohio LTA UAS Consortium is based on the Consortium's proven and strong credentialed team members, and the dedication of all members to create a low, mid, and high- altitude lighter than air UAS industry in Ohio," said Drew West, CEO and president of The Trident Group, Ltd. Doug Armstrong, president and CEO of EWA GSI stated, "We made a strategic decision to invest in Ohio to support the Air Force and the Ohio/Indiana UAS Test Center and we are pleased to be involved in the Ohio LTA UAS Research, Development and Commercialization Consortium." Greg Carter, Director of Air Force Programs at EWA GSI added, "Our participation in the Consortium will be a great opportunity to support WSGI with engineering and test expertise as well as advance Ohio as a UAS leader." "Avetec is eager to explore the possibility of using our core competency of modeling and simulation to assist WSGI with their goal of developing unmanned stratospheric airships in Ohio," stated James Mainord, Avetec Business Development and Legal Director. The Argus One LTA UAV is designed to operate at mid-altitudes (10,000 to 20,000 foot) and represents a unique patent pending airship design. The airship is designed to be equipped with a stabilization system that autonomously controls the level of rigidity of the airship in flight with an integrated payload bay designed to be capable of initially carrying high-technology sensors, cameras or electronics packages. As part of the agreement, Trident is responsible for the transfer of the Argus One airship and all related equipment to the new Ohio facility. About World Surveillance World Surveillance Group Inc. designs, develops, markets and sells autonomous lighter-than-air (LTA) unmanned aerial vehicles (UAVs) capable of carrying payloads that provide persistent security and/or wireless communication from air to ground solutions at low, mid and high altitudes. The Company's airships, when integrated with electronics systems and other high technology payloads, are designed for use by government-related and commercial entities that require real-time intelligence, surveillance and reconnaissance or communications support for military, homeland defense, border control, drug interdiction, natural disaster relief and maritime missions. The Company is headquartered at the Kennedy Space Center, in Florida. World Surveillance disclosed a net loss of $3.36 million on $272,201 of net revenues for the year ended Dec. 31, 2012, as compared with a net loss of $1.12 million on $19,896 of net revenues in 2011. Rosen Seymour Shapss Martin & Company 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 experienced significant losses and negative cash flows, resulting in decreased capital and increased accumulated deficits. These conditions raise substantial doubt about its ability to continue as a going concern. The Company's balance sheet at June 30, 2013, showed $3.60 million in total assets, $16.93 million in total liabilities, all current and $13.33 million total stockholders' deficit. Bankruptcy Warning "Our indebtedness at June 30, 2013 was $16,938,962. A portion of such indebtedness reflects judicial judgments against us that could result in liens being placed on our bank accounts or assets. We are continuing to review our ability to reduce this debt level due to the age and/or settlement of certain payables but we may not be able to do so. This level of indebtedness could, among other things: * make it difficult for us to make payments on this debt and other obligations; * make it difficult for us to obtain future financing; * require us to redirect significant amounts of cash from operations to servicing the debt; * require us to take measures such as the reduction in scale of our operations that might hurt our future performance in order to satisfy our debt obligations; and * make us more vulnerable to bankruptcy or an unwanted acquisition on terms unsatisfactory to us," the Company said in the quarterly report for the period ended June 30, 2013. WESTINGHOUSE SOLAR: License to Use Westinghouse Trademark Ends -------------------------------------------------------------- Westinghouse Solar, Inc., received formal written notice of the termination of its License Agreement and Trade Name Agreement with Westinghouse Electric Corporation. The Company does not believe that the termination of the license agreement will have a material adverse effect on its future business. While the Westinghouse trademark is an important, world-wide brand, the Company believes the most important competitive factors relating to its products are their effectiveness, efficiency and consumer cost, i.e., price point, and ultimately to the extent the cost of the Westinghouse license becomes prohibitive, it negatively impacts the Company's cost of goods. As previously disclosed, on July 22, 2013, the Company had received a breach of contract notice due to non-payment of past due license fees to Westinghouse. The Company is currently past due for license fees of $382,500 related to 2012 and $500,000 for the first half of 2013 and was unable to make payment for the past due license fees within the 30-day cure period provided for by the terminated License Agreement. About Westinghouse Campbell, Cal.-based Westinghouse Solar, Inc., is a designer and manufacturer of solar power systems and solar panels with integrated microinverters. The Company designs, markets and sells these solar power systems to solar installers, trade workers and do-it-yourself customers in the United States and Canada through distribution partnerships, the Company's dealer network and retail outlets. Burr Pilger Mayer, Inc., in San Francisco, California, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2012, citing significant operating losses and negative cash flow from operations that raise substantial doubt about its ability to continue as a going concern. Westinghouse Solar disclosed a net loss of $8.62 million on $5.22 million of net revenue in 2012, as compared with a net loss of $4.63 million on $11.42 million of net revenue in 2011. As of June 30, 2013, the Company had $3.04 million in total assets, $5.30 million in total liabilities, $247,761 in series C convertible redeemable preferred stock, $545,000 in series D convertible redeemable preferred stock, and a $3.05 million total stockholders' deficit. XTREME GREEN: Files Chapter 11 Bankruptcy for Protection -------------------------------------------------------- Xtreme Green Products Inc. filed a voluntary petition for relief under Chapter 11 of the United States Bankruptcy Code (Bankr. D. Nev. Case No. 13-17266) on Aug. 22, 2013. It is expected that the Company will continue to operate its businesses as "debtor-in- possession" under the jurisdiction of the Bankruptcy Court and in accordance with the applicable provisions of the Bankruptcy Code. The petition was signed by Neil Roth as president. The Debtor disclosed assets of $253,585 and liabilities of $5,210,832. Lenard E. Schwartzer, Esq., at SCHWARTZER & MCPHERSON LAW FIRM -- bkfilings@s-mlaw.com -- serves as the Debtor's counsel. Judge Mike K. Nakagawa presides over the case. North Las Vegas, Nev.-based Xtreme Green Products Inc. has developed a line of electric powered products such as personal mobility vehicles, light trucks (UTVs) and (ATVs), motor cycles and scooters. The Company's product line is based on its proprietary "green" energy management system and electric propulsion system. These products have the power and ability of gas powered engines, but without the particulate pollution or noise pollution. YANKEE CANDLE: Jarden Deal No Impact on Moody's 'Caa1' Rating ------------------------------------------------------------- Moody's Investors Service reports that YCC Holdings LLC's ratings are unaffected by the September 3, 2013 announcement that its parent company, Yankee Candle Investments LLC, has agreed to be acquired by Jarden Corporation in a transaction valued at approximately $1.75 billion in cash. The principal methodology used in rating YCC was the Global Retail Industry Methodology published in June 2011. Other methodologies used include Loss Given Default for Speculative-Grade Non- Financial Companies in the U.S., Canada and EMEA published in June 2009. YCC Holdings LLC is headquartered in South Deerfield, Massachusetts. Operating through its indirect operating subsidiary, The Yankee Candle Company, Inc., YCC designs, manufactures, and distributes premium scented candles in the U.S. Revenue for the twelve months ended June 29, 2013 was $863 million. The company is owned by affiliates of Madison Dearborn Partners, LLC and members of management. On June 12, 2013, Moody's assigned a Caa1 rating to The Yankee Candle's proposed $450 million senior unsecured notes due 2018. Proceeds from the notes along with Yankee Candle's proposed $950 million secured term loan due 2020 rated B1 will be used to refinance all of the company's existing debt ($842 million), repay a $315 million payment-In-kind note at YCC Holdings, LLC., and pay a $187 million dividend to Madison Dearborn Partners, LLC. Madison Dearborn owns YCC which in turn owns Yankee Candle. The Caa1 rating on Yankee Candle's proposed senior unsecured notes considers its pro forma junior position to the company's $175 million asset-based loan revolver (not-rated) and proposed $950 million secured term loan. New rating assigned: Yankee Candle $450 million senior unsecured notes due 2018 at Caa1 (LGD 5, 87%) Ratings affirmed: YCC Corporate Family Rating at B2 YCC Probability of Default Rating at B2-PD Yankee Candle $950 million senior secured term loan due 2020 at B1 (LGD 3, 39%) Ratings affirmed and to be withdrawn upon transaction completion: YCC $315 million senior unsecured notes due 2016 at Caa1 (LGD 6, 90%) Yankee Candle $654 million senior secured term loan due 2019 at B1 (LGD 3, 35%) Yankee Candle $188 million subordinated notes due 2017 at B3 (LGD 5, 75%). YANKEE CANDLE: S&P Puts 'B' CCR on CreditWatch Positive ------------------------------------------------------- Standard & Poor's Ratings Services placed all of its ratings on The Yankee Candle Co. Inc., including the 'B' corporate credit rating, on CreditWatch with positive implications, meaning S&P could raise or affirm the ratings following the completion of its review. Yankee Candle had reported debt outstanding of $1.2 billion as of June 29, 2013. The CreditWatch placement follows Jarden Corp.'s announcement that it will purchase Yankee Candle for approximately $1.75 billion in cash and up to $55 million in additional cash earn-out payments. The transaction is expected to close early in the fourth quarter of 2013, and to be funded with cash on hand, common equity, and a mix of bank debt and bonds. "Although financing plans are unknown at this time, the transaction could improve Yankee Candle's credit metrics by reducing its leverage," said Standard & Poor's credit analyst Stephanie Harter. "Also, Yankee Candle's credit profile would improve from being acquired by higher-rated Jarden." Standard & Poor's assesses Yankee Candle's business risk profile as "weak" and its financial risk profile as "highly leveraged." Key credit factors include the company's narrow product focus, significant earnings seasonality, and the discretionary nature of its products. S&P also factors in the company's strong market position and leading brand in the niche premium scented candles market. Credit measures are currently within the range of indicative ratios for a highly leveraged financial risk profile. We estimate Yankee Candle's ratio of average adjusted debt to EBITDA for the 12 months ended June 29, 2013, decreased to 6.4x from 6.8x in the prior-year period. Adjusted funds from operations have remained near 8% for the 12 months ended June 29, 2013, similar to the prior-year period. S&P will resolve the CreditWatch when more information regarding the transaction and related financing becomes available. ZALE CORP: Reports $10 Million Net Earnings in Fiscal 2013 ---------------------------------------------------------- Zale Corporation reported a net loss of $7.98 million on $417.08 million of revenues for the three months ended July 31, 2013, as compared with a net loss of $19.74 million on $406.96 million of revenues for the same period a year ago. For the 12 months ended July 31, 2013, the Company reported net earnings of $10.01 million on $1.88 billion of revenues, as compared with a net loss of $27.31 million on $1.86 billion of revenues last year. The Company's balance sheet at July 31, 2013, showed $1.18 billion in total assets, $1 billion in total liabilities and $185.32 million in total stockholders' investment. "We are pleased to report another solid quarter with a 5.6 percent comp and significant improvement to margins. Importantly, for the year we achieved a significant milestone by delivering our highest net income in six years," commented chief executive officer Theo Killion. "We intend to build on this momentum as we focus on driving profitable top-line growth and long-term shareholder value." A copy of the press release is available for free at: http://is.gd/XDknrv About Zale Corporation Based in Dallas, Texas, Zale Corporation (NYSE: ZLC) -- http://www.zalecorp.com/-- is a specialty retailer of diamonds and other jewelry products in North America, operating approximately 1,695 retail locations throughout the United States, Canada and Puerto Rico, as well as online. Zale Corporation's brands include Zales Jewelers, Zales Outlet, Gordon's Jewelers, Peoples Jewellers, Mappins Jewellers and Piercing Pagoda. Zale also operates online at http://www.zales.com/, http://www.zalesoutlet.com/, http://www.gordonsjewelers.com/and http://www.pagoda.com/ ZOGENIX INC: Extends Services Agreement with Patheon to 2016 ------------------------------------------------------------ Zogenix, Inc., and Patheon UK Limited entered into an amendment to their Manufacturing Services Agreement, dated Feb. 28, 2013. Under the Services Agreement, Patheon will serve as the Company's exclusive manufacturer for the aseptic capsule assembly, filling and inspection, final device assembly and packaging of Sumavel(R) DosePro(R), as well as other manufacturing and support services. The Services Agreement will replace the Company's prior manufacturing services agreement with Patheon upon its expiration on Oct. 31, 2013. Pursuant to the Amendment, the expiration of the term of the Services Agreement has been extended from April 30, 2015, to April 30, 2016. The parties may mutually agree in writing to renew the term for additional terms prior to the expiration of the then-current term. About Zogenix Inc. Zogenix, Inc. (NASDAQ: ZGNX), with offices in San Diego and Emeryville, California, is a pharmaceutical company commercializing and developing products for the treatment of central nervous system disorders and pain. Ernst & Young LLP, in San Diego, California, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2012, citing recurring losses from operations and lack of sufficient working capital which raise substantial doubt about the Company's ability to continue as a going concern. Zogenix incurred a net loss of $47.38 million in 2012, as compared with a net loss of $83.90 million in 2011. As of June 30, 2013, the Company had $53.39 million in total assets, $69.48 million in total liabilities and a $16.08 million total stockholders' deficit. * Fed, FDIC Provide Resolution Roadmap for Smaller Banks -------------------------------------------------------- Law360 reported that the Federal Reserve and the Federal Deposit Insurance Corp. on Sept. 3 gave a blueprint for smaller banks to follow as they prepare, for the first time, mandatory plans for how to take them apart. According to the report, the two federal banking regulators provided a model template for so-called "tailored resolution plans" for banks with between $50 billion and $100 billion in total consolidated assets that are submitting their Dodd-Frank Act-mandated wind-down plans this year. * S&P Accuses U.S. of Suing to Avenge Ratings Drop -------------------------------------------------- Jeanette Neumann, writing for The Wall Street Journal, reported that Standard & Poor's Ratings Services escalated its legal battle with the U.S. Justice Department, accusing it of filing its $5 billion lawsuit against S&P in "retaliation" for the company's downgrade of America's debt in 2011. According to the report, S&P's defense, made in a court filing on Sept. 3, shows that the world's largest credit-rating company is digging in as it fights the Justice Department's Feb. 4 lawsuit, which accused S&P of misrepresenting its rating process in the years before the financial crisis. The Justice Department said that federally insured banks and credit unions bought debt deals rated highly by S&P because they thought such top-notch ratings indicated there was less risk than lower-rated securities, the report related. But behind the scenes, the government alleged, S&P was assigning high ratings to deals in order to please bankers and other clients. S&P has said such claims are "meritless." S&P has previously indicated that it believes the U.S. lawsuit was politically motivated, but the language in the court filing is its strongest to date, the report said. The Justice Department "commenced this action in retaliation for [S&P's] exercise of their free speech rights with respect to the creditworthiness of the United States of America," lawyers for S&P wrote in court documents filed in the U.S. District Court for the Central District of California, the report further related. * Recent Small-Dollar & Individual Chapter 11 Filings ----------------------------------------------------- In re Ouachita Management, Inc. Bankr. W.D. Ark. Case No. 13-72945 Chapter 11 Petition filed August 27, 2013 See http://bankrupt.com/misc/arwb13-72945.pdf represented by: Marc Honey, Esq. HONEY LAW FIRM, P.A. E-mail: mhoney@honeylawfirm.com In re DNA, LLC Bankr. C.D. Cal. Case No. 13-31450 Chapter 11 Petition filed August 27, 2013 See http://bankrupt.com/misc/cacb13-31450.pdf represented by: Matthew E. Faler, Esq. LAW OFFICES OF MATTHEW E. FALER E-mail: mfaler@faler-law.com In re Gerard Bisignano Bankr. C.D. Cal. Case No. 13-31502 Chapter 11 Petition filed August 27, 2013 In re Erlinda Basilio Bankr. C.D. Cal. Case No. 13-31522 Chapter 11 Petition filed August 27, 2013 In re Jonathan Jones Bankr. C.D. Cal. Case No. 13-31530 Chapter 11 Petition filed August 27, 2013 In re Canyon Ranch Tree Farm, LLC Bankr. D. Colo. Case No. 13-24619 Chapter 11 Petition filed August 27, 2013 See http://bankrupt.com/misc/cob13-24619p.pdf See http://bankrupt.com/misc/cob13-24619c.pdf represented by: Bonnie Bell Bond, Esq. LAW OFFICE OF BONNIE BELL BOND, LLC E-mail: bonnie@bellbondlaw.com In re Karen Tollefson Bankr. D. Colo. Case No. 13-24681 Chapter 11 Petition filed August 27, 2013 In re Crescent Beach Plaza, LLC Bankr. M.D. Fla. Case No. 13-05205 Chapter 11 Petition filed August 27, 2013 See http://bankrupt.com/misc/flmb13-05205p.pdf See http://bankrupt.com/misc/flmb13-05205c.pdf represented by: Jason A. Burgess, Esq. THE LAW OFFICES OF JASON A. BURGESS, LLC E-mail: jason@jasonaburgess.com In re Judith Gray Bankr. M.D. Fla. Case No. 13-10629 Chapter 11 Petition filed August 27, 2013 In re Fannie Puckett Bankr. N.D. Fla. Case No. 13-50323 Chapter 11 Petition filed August 27, 2013 In re Remarkable Renovations, LLC. Bankr. N.D. Ind. Case No. 13-32507 Chapter 11 Petition filed August 27, 2013 See http://bankrupt.com/misc/innb13-32507p.pdf See http://bankrupt.com/misc/innb13-32507c.pdf represented by: Donald E. Wertheimer, Esq. E-mail: dwertheimer@sbcglobal.net In re ERN, LLC Bankr. D. Kans. Case No. 13-22230 Chapter 11 Petition filed August 27, 2013 See http://bankrupt.com/misc/ksb13-22230.pdf represented by: Richard C. Wallace, Esq. EVANS & MULLINIX, P.A. E-mail: richard@evans-mullinix.com In re Bowlodrome, Inc. Bankr. W.D. Ky. Case No. 13-40939 Chapter 11 Petition filed August 27, 2013 See http://bankrupt.com/misc/kywb13-40939.pdf represented by: Jeffrey Allan Sexton, Esq. SEXTON, PLC E-mail: jsexton@jeffsexton.com In re Karen Isaac Bankr. D. Md. Case No. 13-24611 Chapter 11 Petition filed August 27, 2013 In re Mark Reimer Bankr. D. Minn. Case No. 13-34168 Chapter 11 Petition filed August 27, 2013 In re Blue Skys Adventures, LLC Bankr. D. Nebr. Case No. 13-41628 Chapter 11 Petition filed August 27, 2013 See http://bankrupt.com/misc/neb13-41628.pdf represented by: Trev Peterson, Esq. KNUDSEN BERKHEIMER RICHARDSON ENDACOTT, LLP E-mail: tpeterson@knudsenlaw.com In re Donald Fuerst Bankr. S.D. Ohio Case No. 13-56792 Chapter 11 Petition filed August 27, 2013 In re Joanne Fuerst Bankr. S.D. Ohio Case No. 13-56792 Chapter 11 Petition filed August 27, 2013 In re Antonio Rivera-Guzman Bankr. D.P.R. Case No. 13-06960 Chapter 11 Petition filed August 27, 2013 In re Hugh Bailey Bankr. N.D. Ala. Case No. 13-82645 Chapter 11 Petition filed August 28, 2013 In re JB Jochum & Associates, LLC Bankr. D. Ariz. Case No. 13-14951 Chapter 11 Petition filed August 28, 2013 See http://bankrupt.com/misc/azb13-14951.pdf represented by: Harold Campbell, Esq. Campbell & Coombs, P.C. E-mail: heciii@haroldcampbell.com In re Harish Kathuria Bankr. C.D. Cal. Case No. 13-24598 Chapter 11 Petition filed August 28, 2013 In re Michael Rosebar Bankr. D. D.C. Case No. 13-535 Chapter 11 Petition filed August 28, 2013 In re Invsco Employee Services, Inc. Bankr. D. Del. Case No. 13-12184 Chapter 11 Petition filed August 28, 2013 See http://bankrupt.com/misc/deb13-12184.pdf represented by: Ericka Fredricks Johnson, Esq. Matthew P. Ward, Esq. Womble Carlyle Sandridge & Rice, LLP E-mail: erjohnson@wcsr.com maward@wcsr.com In re Rubens Taddei Bankr. M.D. Fla. Case No. 13-10704 Chapter 11 Petition filed August 28, 2013 In re Michael Fiorucci Bankr. N.D. Ill. Case No. 13-34271 Chapter 11 Petition filed August 28, 2013 In re Thomas Fee Bankr. N.D. Ill. Case No. 13-34230 Chapter 11 Petition filed August 28, 2013 In re 401 Brook Road LLC Bankr. D. Maine Case No. 13-20882 Chapter 11 Petition filed August 28, 2013 See http://bankrupt.com/misc/meb13-20882.pdf represented by: J. Scott Logan, Esq. Law Office of J. Scott Logan, LLC E-mail: scott@southernmainebankruptcy.com In re Last Resort Holdings, LLC Bankr. D. Maine Case No. 13-10720 Chapter 11 Petition filed August 28, 2013 See http://bankrupt.com/misc/meb13-10720.pdf represented by: Robert E. Girvan III, Esq. Law Offices of Carl D. McCue E-mail: bankruptcy@mccuelawoffice.com In re Pat Bombard Bankr. N.D.N.Y. Case No. 13-31479 Chapter 11 Petition filed August 28, 2013 In re Meli Spring Street Corp. Bankr. S.D.N.Y. Case No. 13-12827 Chapter 11 Petition filed August 28, 2013 See http://bankrupt.com/misc/nysb13-12827.pdf represented by: Lawrence Morrison, Esq. E-mail: morrlaw@aol.com In re Millville Gas and Convenient Inc. fdba Millville Food Mart Bankr. S.D. Ohio Case No. 13-14061 Chapter 11 Petition filed August 28, 2013 See http://bankrupt.com/misc/ohsb13-14061.pdf represented by: Carl D. Ferris, Esq. E-mail: FerrisLawOffice@aol.com In re JJJ Concrete, LP Bankr. S.D. Tex. Case No. 13-35265 Chapter 11 Petition filed August 28, 2013 See http://bankrupt.com/misc/txsb13-35265.pdf represented by: David L. Venable, Esq. E-mail: david@dlvenable.com In re J and J Enterprises LLC dba MLT Liquor and Wine Bankr. W.D. Wash. Case No. 13-17784 Chapter 11 Petition filed August 28, 2013 See http://bankrupt.com/misc/wawb13-17784.pdf represented by: Emily A. Jarvis, Esq. Jeffrey B. Wells, Esq. Law Offices of Jeffrey B Wells E-mail: emily@wellsandjarvis.com paralegal@wellsandjarvis.com In re Numbers LLC Bankr. M.D. Ala. Case No. 13-81229 Chapter 11 Petition filed August 29, 2013 See http://bankrupt.com/misc/almb13-81229p.pdf See http://bankrupt.com/misc/almb13-81229c.pdf Filed as Pro Se In re Robert McGarey Bankr. D. Ariz. Case No. 13-15074 Chapter 11 Petition filed August 29, 2013 In re Gillette Investments, LLC Bankr. D. Ariz. Case No. 13-15091 Chapter 11 Petition filed August 29, 2013 See http://bankrupt.com/misc/azb13-15091.pdf represented by: Kevin J. Rattay, Esq. KEVIN J. RATTAY, PLC E-mail: kjr@rattaylaw.com In re Tom Kramford Bankr. C.D. Cal. Case No. 13-17330 Chapter 11 Petition filed August 29, 2013 In re Global Liquidation Company dba Khyber Pass fka ABC Carpet and Home Bankr. C.D. Cal. Case No. 13-31715 Chapter 11 Petition filed August 29, 2013 See http://bankrupt.com/misc/cacb13-31715.pdf represented by: Matthew E. Faler, Esq. LAW OFFICES OF MATTHEW E. FALER E-mail: mfaler@faler-law.com In re Michael D. Quasha, DMD, P.A. Bankr. S.D. Fla. Case No. 13-30626 Chapter 11 Petition filed August 29, 2013 See http://bankrupt.com/misc/flsb13-30626.pdf represented by: Philip J. Landau, Esq. SHRAIBERG, FERRARA, & LANDAU, P.A. E-mail: plandau@sfl-pa.com In re Scott Helton Bankr. N.D. Ga. Case No. 13-22445 Chapter 11 Petition filed August 29, 2013 In re AMW Properties LLC Bankr. N.D. Ind. Case No. 13-12645 Chapter 11 Petition filed August 29, 2013 See http://bankrupt.com/misc/innb13-12645.pdf represented by: Frederick W. Wehrwein, Esq. E-mail: wehrweinPC@aol.com In re MMD Stone, LLC Bankr. E.D. Mo. Case No. 13-10896 Chapter 11 Petition filed August 29, 2013 See http://bankrupt.com/misc/moeb13-10896.pdf represented by: Erica Dawn Koetting, Esq. O'LOUGHLIN, O'LOUGHLIN & KOETTING, L.C. E-mail: ericak@oloughlinlawfirm.com In re Richard Cecere Bankr. D.N.J. Case No. 13-28893 Chapter 11 Petition filed August 29, 2013 In re Jersey City Bistro, LLC Bankr. D.N.J. Case No. 13-28953 Chapter 11 Petition filed August 29, 2013 See http://bankrupt.com/misc/njb13-28953.pdf represented by: Robert B. Davis, Esq. GOODSON LAW OFFICES E-mail: rdavis@goodsonlawoffices.com In re Ortho-Bionics Laboratory, Inc. Bankr. E.D.N.Y. Case No. 13-45309 Chapter 11 Petition filed August 29, 2013 See http://bankrupt.com/misc/nyeb13-45309.pdf represented by: Ronald D. Weiss, Esq. RONALD D. WEISS, P.C. E-mail: weiss@ny-bankruptcy.com In re Chung Dai Bankr. D. Utah Case No. 13-29947 Chapter 11 Petition filed August 29, 2013 In re Sawyer House of Yakima Property and Business Partners, LLC dba SHOYPBP, LLC Bankr. E.D. Wash. Case No. 13-03457 Chapter 11 Petition filed August 29, 2013 See http://bankrupt.com/misc/waeb13-03457.pdf represented by: Roger William Bailey, Esq. BAILEY & BUSEY, LLC E-mail: roger.bailey.attorney@gmail.com In re Florence Prasad Bankr. W.D. Wash. Case No. 13-17866 Chapter 11 Petition filed August 29, 2013 In re James Alexander Bankr. W.D. Wash. Case No. 13-45593 Chapter 11 Petition filed August 29, 2013 In re Bauernfeind Warehouse Properties, LLC Bankr. W.D. Wis. Case No. 13-14308 Chapter 11 Petition filed August 29, 2013 See http://bankrupt.com/misc/wiwb13-14308.pdf represented by: James T. Runyon, Esq. RUNYON LAW OFFICES, LLC E-mail: jtrunyon@runyonlawoffices.com In re Eric Shepard Bankr. D. Ariz. Case No. 13-15215 Chapter 11 Petition filed August 30, 2013 In re Eric Shepard, Inc. Bankr. D. Ariz. Case No. 13-15221 Chapter 11 Petition filed August 30, 2013 See http://bankrupt.com/misc/azb13-15221.pdf represented by: Dennis J. Wortman, Esq. Dennis J. Wortman, P.C. E-mail: djwortman@azbar.org In re Shawn Zimmer Bankr. W.D. Ark. Case No. 13-73001 Chapter 11 Petition filed August 30, 2013 In re Elaine Ng Bankr. C.D. Cal. Case No. 13-31793 Chapter 11 Petition filed August 30, 2013 In re Inc. M & M Associates Bankr. C.D. Cal. Case No. 13-24780 Chapter 11 Petition filed August 30, 2013 See http://bankrupt.com/misc/cacb13-24780.pdf represented by: Gordon L. Dayton, Esq. Law Offices of Gordon Dayton E-mail: gdayton@gldlawoffice.com In re PSL Associates, Corp. dba Kiddie Academy of Port St. Lucie Bankr. S.D. Fla. Case No. 13-30862 Chapter 11 Petition filed August 30, 2013 See http://bankrupt.com/misc/flsb13-30862.pdf represented by: Jacqueline Calderin, Esq. E-mail: jc@ecclegal.com In re Christopher Mohr Bankr. S.D. Ga. Case No. 13-11606 Chapter 11 Petition filed August 30, 2013 In re Denny Ryerson Bankr. D. Idaho Case No. 13-1795 Chapter 11 Petition filed August 30, 2013 In re Denny Ryerson Bankr. D. Idaho Case No. 13-20876 Chapter 11 Petition filed August 30, 2013 In re Talesha Bertrand Bankr. W.D. La. Case No. 13-20791 Chapter 11 Petition filed August 30, 2013 In re Gary Zavoral Bankr. W.D. Mich. Case No. 13-6961 In re Patricia Zavoral Bankr. W.D. Mich. Case No. 13-6961 Chapter 11 Petition filed August 30, 2013 In re Z-Brite Metal Finishing, Inc. Bankr. W.D. Mich. Case No. 13-06964 Chapter 11 Petition filed August 30, 2013 See http://bankrupt.com/misc/miwb13-6964p.pdf See http://bankrupt.com/misc/miwb13-6964c.pdf represented by: Kerry D. Hettinger, Esq. Kerry Hettinger, PLC E-mail: khett57@hotmail.com In re Daniel Bruce Carpenter Bankr. D. Mont. Case No. 13-61192 Chapter 11 Petition filed August 30, 2013 In re Noe Cuautle Bankr. D. Nev. Case No. 13-17527 Chapter 11 Petition filed August 30, 2013 In re Ginger Gore Bankr. E.D.N.C. Case No. 13-5480 Chapter 11 Petition filed August 30, 2013 In re Edgardo Lebron Vagu Bankr. D.P.R. Case No. 13-7199 Chapter 11 Petition filed August 30, 2013 In re PM&R Medical Diagnostics PSC Bankr. D.P.R. Case No. 13-07132 Chapter 11 Petition filed August 30, 2013 See http://bankrupt.com/misc/prb13-7132.pdf Represented by: Jose Ramon Cintron, Esq. E-mail: jrcintron@prtc.net In re Wheet Enterprises, LLC Bankr. D. S.C. Case No. 13-05091 Chapter 11 Petition filed August 30, 2013 Filed pro se In re Britco Uniforms, LLC dba The Scrub Shop Bankr. M.D. Tenn. Case No. 13-07624 Chapter 11 Petition filed August 30, 2013 See http://bankrupt.com/misc/tnmb13-7624.pdf represented by: Steven L. Lefkovitz, Esq. Law Offices Lefkovitz & Lefkovitz E-mail: slefkovitz@lefkovitz.com In re Douglas Herr Bankr. M.D. Tenn. Case No. 13-7627 Chapter 11 Petition filed August 30, 2013 In re Newberry Apartments, LLC Bankr. N.D. Tex. Case No. 13-43942 Chapter 11 Petition filed August 30, 2013 See http://bankrupt.com/misc/txnb13-43942.pdf represented by: Craig Douglas Davis, Esq. Davis, Ermis & Roberts, P.C. E-mail: davisdavisandroberts@yahoo.com In re DMR Enterprises LLC Bankr. S.D. Tex. Case No. 13-35368 Chapter 11 Petition filed August 30, 2013 See http://bankrupt.com/misc/txsb13-35368.pdf Filed pro se In re Mary Sanches Bankr. W.D. Tex. Case No. 13-11654 Chapter 11 Petition filed August 30, 2013 In re Jim Downs Bankr. D. Utah Case No. 13-30011 Chapter 11 Petition filed August 30, 2013 In re Best Days Family Homes Inc. Bankr. W.D. Wash. Case No. 13-17899 Chapter 11 Petition filed August 30, 2013 Filed pro se In re James Greeley Bankr. W.D. Wis. Case No. 13-14352 Chapter 11 Petition filed August 30, 2013 In re Gregory Kuisel Bankr. M.D. Fla. Case No. 13-5339 Chapter 11 Petition filed August 31, 2013 In re Judy Kersey Bankr. M.D. Ga. Case No. 13-52327 Chapter 11 Petition filed August 31, 2013 In re Wendell Kersey, Sr. Bankr. M.D. Ga. Case No. 13-52327 Chapter 11 Petition filed August 31, 2013 In re Elie Marciano Bankr. C.D. Cal. Case No. 13-31989 Chapter 11 Petition filed September 1, 2013 In re Alfred V. Fraumeni Jr., Inc. Bankr. D. Mass. Case No. 13-15239 Chapter 11 Petition filed September 2, 2013 See http://bankrupt.com/misc/mab13-15239.pdf represented by: George J. Nader, Esq. Riley & Dever, P.C. E-mail: nader@rileydever.com In re Luleza Developers, Inc. Bankr. D.P.R. Case No. 13-07282 Chapter 11 Petition filed September 2, 2013 See http://bankrupt.com/misc/prb13-7282.pdf represented by: Juan Carlos Bigas Valedon, Esq. Juan C Bigas Law Office E-mail: juancbigaslaw@gmail.com ********* 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 ***